| Wed 4 Nov 2009, 13:50 | | BTI - British American Tobacco p.l.c. - Press Release: Tender Offer by BNP |
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BTI
BTI
BTI - British American Tobacco p.l.c. - Press Release: Tender Offer by BNP
Paribas for Notes
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
("British American Tobacco p.l.c." or "the Company")
Press Release: Tender Offer by BNP Paribas for Notes
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR
ITALY (SEE FULL TENDER OFFER AND DISTRIBUTION RESTRICTIONS BELOW)
BNP Paribas has announced an invitation to holders (the "Noteholders") of the
Euro1,000,000,000 5.125 per cent. Notes due 2013 (ISIN: XS0171786287) (the "Euro
Notes") and the GBP350,000,000 5.750 per cent. Notes due 2013 (ISIN:
XS0171812547) (the "Sterling Notes", together with the Euro Notes, the "Notes")
issued by B.A.T. International Finance p.l.c. and guaranteed by British American
Tobacco p.l.c., B.A.T Capital Corporation and British American Tobacco Holdings
(The Netherlands) B.V. to offer to sell any and all of the Notes to BNP Paribas
for cash (the "Offers"), as more particularly described in a tender offer
memorandum dated 4 November 2009 (the "Tender Offer Memorandum").
Eligible Noteholders are advised to read carefully the Tender Offer Memorandum
for full details of and information on the procedures for participating in the
Offers. BNP Paribas is acting as Dealer Manager. Lucid Issuer Services Limited
is acting as Tender Agent. Capitalised terms used in this announcement shall
have the meanings ascribed to them in the Tender Offer Memorandum, unless
otherwise defined herein.
Requests for information in relation to the Offers should be directed to:
Dealer Manager
BNP PARIBAS
10 Harewood Avenue
London NW1 6AA
Attention: Debt Restructuring Group
Email: debt.restructuring@bnpparibas.com
Tel: +44 (0) 20 7595 8668
Requests for information in relation to the procedures for tendering Notes in
the Offers and the submission of tender instructions should be directed to:
The Tender Agent
Lucid Issuer Services Limited
Email: exchange.gats@citigroup.com
Tel: +44 (0) 20 7508 3867
Fax: +44 (0) 20 7508 3866
The Tender Offer Memorandum is available for inspection at the Document Viewing
Facility of the Financial Services Authority, 25 The North Colonnade, London E14
5HS.
Tender Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offers in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain jurisdictions may
be restricted by law.
United States
The Offers are not being made and will not be made, directly or indirectly, in
or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to the Offers are
not being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including without limitation, by
custodians, nominees or trustees) in or into the United States and the Notes
cannot be tendered in the Offers by any such use, means, instrumentality or
facility or from within the United States. Any purported tender of Notes
resulting directly or indirectly from a violation of these restrictions will be
invalid and any purported tender of Notes made by a person located in the United
States or any agent, fiduciary or other intermediary acting on a non-
discretionary basis for a principal giving instructions from within the United
States will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States, and may
not be offered, sold or delivered, directly or indirectly, in the United States
or to, or for the account or benefit of, U.S. persons.
Each holder of Notes participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate in
such Offer from the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
Financial Promotion Order)) or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
Italy
The Offers are not being made, directly or indirectly, in the Republic of Italy
("Italy"). The Offers, this announcement and the Tender Offer Memorandum have
not been submitted to the clearance procedures of the Commissione Nazionale per
le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, holders of Notes are notified that, to the extent holders of Notes
are located or resident in Italy, the Offers are not available to them and they
may not tender Notes for purchase pursuant to the Tender Offer nor may the New
Notes be offered, sold or delivered in Italy and, as such, any tender
instructions received from or on behalf of such persons shall be ineffective and
void, and none of this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offers, the Notes or the New Notes may be
distributed or made available in Italy.
Belgium
None of this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Banking, Finance and Insurance Commission
(Commission bancaire, financiere et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids (as amended or replaced from time to
time). Accordingly, the Offers may not be advertised and the Offers will not be
extended, and none of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and the admission
to trading of placement instruments on regulated markets (as amended or replaced
from time to time) (the "Belgian Public Offer Law"), acting on their own
account. Insofar as Belgium is concerned, this announcement and the Tender
Offer Memorandum have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers. Accordingly,
the information contained in this announcement and the Tender Offer Memorandum
may not be used for any other purpose or disclosed to any other person in
Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France ("France"). None of this announcement, the Tender Offer
Memorandum or any other document or material relating to the Offers has been or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d`investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifies) other than individuals, in each case acting on their
own account and all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 to D.411-4 of the French Code Monetaire et Financier, are
eligible to participate in the Offers. Neither this announcement nor the Tender
Offer Memorandum has been or will be submitted for clearance to nor approved by
the Autorite des Marches Financiers.
General
Neither this announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell Notes, and tenders of Notes for
purchase pursuant to the Offers will not be accepted from holders of Notes in
any circumstances in which such offer or solicitation is unlawful. Nothing in
this announcement or the Tender Offer Memorandum constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction.
Enquiries
For further information:
British American Tobacco Press Office
David Betteridge/Cat Armstrong/Elif Boutlu
+44 (0) 20 7845 2888
Investor Relations
Ralph Edmondson/Rachael Brierley/Maya Farhat
+44 (0) 20 7845 1180/1519/1977
www.bat.com
4 November 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 04/11/2009 13:50:01 Produced by the JSE SENS Department.
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