British American Tobacco Regulatory News (BATS)

4 September 2019

British American Tobacco Announces Pricing of $3,500,000,000 Notes Offering

British American Tobacco p.l.c. ("BAT") today announces that B.A.T Capital Corporation (the "Issuer"), a wholly owned subsidiary of BAT, has priced an offering of $3,500,000,000 aggregate principal amount of guaranteed debt securities, consisting of (1) $1,000,000,000 2.789% Notes due 2024; (2) $1,000,000,000 3.215% Notes due 2026; (3) $500,000,000 3.462% Notes due 2029; and (4) $1,000,000,000 4.758% Notes due 2049 (collectively, the "Notes"). The issuance is expected to close on 6 September 2019, subject to customary closing conditions.

The Notes will be fully and unconditionally guaranteed on a senior and unsecured and joint and several basis by BAT, B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and Reynolds American Inc. (together, the "Guarantors").

BAT intends to use the net proceeds of the offering of the Notes to refinance upcoming maturities, to potentially redeem prior to maturity some of the BAT Group's bonds and for general corporate purposes.

BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. are acting as joint book-running managers for the proposed offering.

The offering of the Notes will be made under BAT's existing effective shelf registration statement on file with the Securities and Exchange Commission (the "SEC"), which is available online at www.sec.gov. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering and other information relating to the Issuer and the Guarantors have been filed with the SEC. The shelf registration statement, the preliminary prospectus supplement and the accompanying prospectus may be obtained, free of charge, by contacting BofA Securities, Inc. at +1 800 294 1322, Barclays Capital Inc. at +1 888 603 5847, Citigroup Global Markets Inc. at +1 800 831 9146, Deutsche Bank Securities Inc. at +1 866 811 8049, or HSBC Securities (USA) Inc. at +1 866 811 8049.

The preliminary prospectus supplement is also available at:

https://www.sec.gov/Archives/edgar/data/1275283/000119312519236042/d770456d424b5.htm 

The shelf registration statement is also available at:

https://www.sec.gov/Archives/edgar/data/1275283/000119312519195742/d776937df3asr.htm

This communication shall not constitute an offer to sell nor a solicitation of an offer to buy the Notes. This offering is being made only pursuant to the Form F-3 registration statement, the prospectus supplement and the accompanying prospectus and only to such persons and in such jurisdictions as is permitted under applicable law.

Enquiries:

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Mike Nightingale / Rachael Brierley / John Harney

+44 (0)20 7845 1180 / 1519 / 1263

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