| Thu 17 Jun 2010, 12:52 | | BTI - British American Tobacco p.l.c. - B.A.T. International Finance p.l.c. |
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BTI
BTI
BTI - British American Tobacco p.l.c. - B.A.T. International Finance p.l.c.
Tender Offer 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")
17 June 2010
Tender Offer by B.A.T. International Finance p.l.c. for any and all of its
Euro750,000,000 3.625 per cent. Notes due 2012
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR
ITALY (SEE FULL TENDER OFFER AND DISTRIBUTION RESTRICTIONS BELOW)
B.A.T. International Finance p.l.c. (the "Company") has announced an invitation
to holders (the "Noteholders") of the Euro750,000,000 3.625 per cent. Notes due
2012 (ISIN: XS0223234823) (the "Notes") issued by the Company 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 their Notes to the
Company for cash (the "Offer"), as more particularly described in a tender offer
memorandum dated 17 June 2010 (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
Offer. BNP Paribas, Deutsche Bank AG, London Branch, HSBC Bank plc, J.P. Morgan
Securities Ltd. and Lloyds TSB Bank plc are acting as Joint Dealer Managers.
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 Offer should be directed to the
Joint Dealer Managers:
BNP PARIBAS DEUTSCHE BANK AG, LONDON BRANCH
10 Harewood Avenue Winchester House
London NW1 6AA 1 Great Winchester Street
Attention: Liability Management London EC2N 2DB
Email: Attention: Liability Management
liability.management@bnpparibas.com Group
Tel: +44 20 7595 8668 Email: liability.management@db.com
Tel: +44 20 7545 8011
HSBC BANK plc J.P. MORGAN SECURITIES LTD.
8 Canada Square 125 London Wall
London E14 5HQ London EC2Y 5AJ
Attention: Liability Management Group - Attention: Liability Management
Andrew Montgomery Email:
Email: liability.management@hsbcib.com sebastien.m.bamsey@jpmorgan.com
Tel: +44 20 7991 5874 Tel: +44 20 7777 1333
LLOYDS TSB BANK plc
10 Gresham Street
London EC2V 7AE
Attention: Akis Psarris
Email: akis.psarris@lloydsbanking.com
Tel: +44 20 7158 3981
Requests for information in relation to the procedures for tendering Notes in
the Offer and the submission of tender instructions should be directed to the
Tender Agent:
Lucid Issuer Services Limited
Email: bat@lucid-is.com
Tel: +44 20 7704 0880
Fax: +44 20 7067 9098
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 Offer 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 Offer is 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 Offer 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 Offer 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.
Each holder of Notes participating in the Offer will represent that it is not
located in the United States and is not participating in the 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
the 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 Offer 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 persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may otherwise lawfully
be made under the Financial Promotion Order.
Italy
The Offer is not being made, directly or indirectly, in Italy. The Offer, 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, none of this
announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Offer or the 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 Offer 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 Offer 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 Offer may not be advertised and the Offer will not be
extended, and none of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer (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 Offer. 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 Offer is 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 Offer 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 Offer. 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 Offer will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful. If the
securities, blue sky or other laws in any jurisdiction require that the Offer be
made by a licensed broker or dealer and any Joint Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in that jurisdiction,
the Offer shall be deemed to be made by such Joint Dealer Manager or affiliate,
as the case may be, on behalf of the Company in such jurisdiction.
Enquiries
For further information:
British American Tobacco Press Office
David Betteridge/Cat Armstrong/Elif Boutlu
+44 20 7845 2888
Investor Relations
Ralph Edmondson/Maya Farhat
+44 20 7845 1180/1977
www.bat.com
Sponsor: UBS South Africa (Pty) Ltd
Date: 17/06/2010 12:52:01 Produced by the JSE SENS Department.
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