TIDMBATS
RNS Number : 0823I
British American Tobacco PLC
14 June 2017
Not for release, publication or distribution, in whole or in
part, in or into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT
MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW BAT SHARES
BASED ON THIS ANNOUNCEMENT.
BRITISH AMERICAN TOBACCO P.L.C.
Publication of Circular and Prospectus in connection with the
Proposed Acquisition of Reynolds American Inc.
British American Tobacco p.l.c. ("BAT") is pleased to announce
that the UK Listing Authority has approved a Class 1 circular (the
"Circular") and a prospectus (the "Prospectus") (dated 14 June
2017) in relation to its recommended offer to acquire the remaining
57.8% of Reynolds American Inc. ("Reynolds") that it does not
already own (the "Proposed Acquisition").
The Circular contains a notice convening a general meeting of
BAT, which is to be held at 2.00pm on 19 July 2017 at Hilton London
Bankside, 2-8 Great Suffolk Street, London SE1 0UG, United Kingdom,
at which the resolution to approve the Proposed Acquisition and the
authority for the Directors of BAT to allot and issue new BAT
shares in connection with the Proposed Acquisition will be
proposed.
The Prospectus relates to the proposed issue of new ordinary
shares in connection with the Proposed Acquisition and the
application for admission of new ordinary shares to the premium
listing segment of the Official List and to trading on the main
market for listed securities of the London Stock Exchange.
Subject to the satisfaction or waiver of the conditions as set
out in the merger agreement, including approval of shareholders of
both BAT and Reynolds, the expected effective date of the
completion of the Proposed Acquisition is on or around 25 July
2017.
Availability of the Circular and Prospectus
Copies of the Circular will be circulated in hard copy to those
BAT shareholders who have elected to receive it in that form. Other
BAT shareholders will be sent notification that the Circular is
available online. The Circular and the Prospectus will be made
available in electronic form on BAT's website at
http://www.bat.com/reynolds and will be available for inspection at
the Company's registered office at Globe House, 4 Temple Place,
London WC2R 2PG, between the hours of 9.30am and 5.30pm on any
Business Day from today's date up to and including the conclusion
of the Proposed Acquisition.
The Circular, together with related forms of proxy, and the
Prospectus have also been submitted to the National Storage
Mechanism, where they will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
14 June 2017
ENQUIRIES
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
British American Tobacco Investor Relations
Mike Nightingale / Rachael Brierley / Sabina Marshman
+44 (0) 20 7845 1180 / 1519/ 1781
FTI Consulting (UK PR agency)
John Waples: +44 (0)20 3727 1515
Edward Bridges: +44 (0)20 3727 1067
David Waller: +44 (0)20 3727 1651
Sard Verbinnen & Co. (US PR agency)
US: George Sard / Jim Barron: +1 212 687 8080
UK: Michael Henson: +44 (0)20 3178 8914
Centerview Partners
UK: Nick Reid / Hadleigh Beals: +44 (0)207 409 9700
US: Blair Effron: +1 212 380 2650
Deutsche Bank
UK: Nigel Meek / James Ibbotson
Matt Hall / Jimmy Bastock (Corporate Broking)
+44 (0)207 545 8000
US: James Stynes: +1 212 250 2500
UBS
John Woolland / James Robertson
David Roberts / Alia Malik (Corporate Broking)
+44 (0)207 568 1000
NOTES TO EDITORS
About BAT
BAT is a global tobacco group with brands sold in more than 200
markets. It employs more than 50,000 people worldwide and has over
200 brands in its portfolio, with its cigarettes chosen by around
one in eight of the world's one billion smokers. BAT has market
leading positions in at least 55 markets around the world. The
Group generated GBP5 billion adjusted profit from operations in
2016.
Centerview Partners, Deutsche Bank and UBS are acting as
financial advisers to BAT. Deutsche Bank and UBS are joint
corporate brokers to BAT and acting as joint sponsors to BAT in
relation to the transaction described in this announcement.
Cravath, Swaine & Moore LLP and Herbert Smith Freehills LLP are
acting for BAT as US and UK legal counsel respectively. PwC are
acting as accountants and advisors to BAT on the transaction
described in this announcement.
Centerview Partners UK LLP ("Centerview Partners") is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom. Centerview Partners is acting exclusively for BAT and no
one else in connection with the transaction described in this
announcement. Centerview Partners will not regard any other person
as its client in relation to the transaction described in this
announcement and will not be responsible to any person other than
BAT for providing the protections afforded to clients of Centerview
Partners or for providing advice in relation to the transaction
described in this announcement or any other matter referred to
herein.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority, are
available on request or from
www.db.com/en/content/eu_disclosures.htm.
Deutsche Bank AG, acting through its London branch ("DB
London"), and Deutsche Bank Securities Inc. ("DBSI" and with DB
London, "DB") are acting as joint financial adviser and DB London
is acting as joint corporate broker and joint sponsor to BAT. DB
are acting exclusively for BAT and no one else in connection with
the transaction described in this announcement. DB will not regard
any other person as their client in relation to the transaction
described in this announcement and will not be responsible to any
person other than BAT for providing the protections afforded to
clients of DB or for providing advice in relation to the
transaction described in this announcement or any other matter
referred to herein.
UBS Limited is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom. UBS Limited is acting
exclusively for BAT and no one else in connection with the
transaction described in this announcement. UBS Limited will not
regard any other person as its client in relation to the
transaction described in this announcement and will not be
responsible to any person other than BAT for providing the
protections afforded to clients of UBS Limited or for providing
advice in relation to the transaction described in this
announcement or any other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on it by the Financial Services and Markets Act
2000, none of Centerview Partners, DB or UBS Limited accepts any
responsibility whatsoever and makes no representation or warranty,
express or implied, as to the contents of this announcement,
including its accuracy, fairness, sufficiency, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with BAT or the
transaction described in this announcement, and nothing in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the
future. Each of Centerview Partners, DB and UBS Limited accordingly
disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement.
For further information
A copy of this announcement will be made available, subject to
certain jurisdiction restrictions, on BAT's website at
BATReynolds.transactionannouncement.com. For the avoidance of
doubt, the contents of this website is not incorporated into and
does not form part of this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United States or the United
Kingdom may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the United States
or the United Kingdom should inform themselves about, and observe,
any applicable legal or regulatory requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the transaction disclaim any responsibility or
liability for the violation of such restrictions by any person.
Copies of this announcement and formal documentation relating to
the transaction will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
outside of the United States and the United Kingdom where such
distribution, publication, availability or use would be contrary to
law or regulation or which would require any registration or
licensing within such jurisdiction. Doing so may render invalid any
related purported vote in respect of the transaction.
Forward looking statements
Certain statements in this communication regarding the Proposed
Acquisition, the expected timetable for completing the Proposed
Acquisition, the benefits and synergies of the Proposed
Acquisition, future opportunities for the combined company and any
other statements regarding BAT's, Reynolds's or the combined
company's future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance
that are not historical facts are "forward-looking" statements made
within the meaning of Section 21E of the United States Securities
Exchange Act of 1934. These statements are often, but not always,
made through the use of words or phrases such as "believe,"
"anticipate," "could," "may," "would," "should," "intend, " "plan,"
"potential," "predict," "will," "expect," "estimate," "project,"
"positioned," "strategy," "outlook" and similar expressions. All
such forward-looking statements involve estimates and assumptions
that are subject to risks, uncertainties and other factors that
could cause actual future financial condition, performance and
results to differ materially from the plans, goals, expectations
and results expressed in the forward-looking statements and other
financial and/or statistical data within this communication. Among
the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
are uncertainties related to the following: whether the conditions
to the Proposed Acquisition will be satisfied and the Proposed
Acquisition will be completed on the anticipated timeframe, or at
all; the failure to realize contemplated synergies and other
benefits from the Proposed Acquisition; the incurrence of
significant costs and the availability and cost of financing in
connection with the Proposed Acquisition; the effect of the
announcement of the Proposed Acquisition, and related uncertainties
as to whether the Proposed Acquisition will be completed, on BAT's,
Reynolds's or the combined company's ability to retain customers,
retain and hire key personnel and maintain relationships with
suppliers and on their operating results and businesses generally;
the ability to maintain credit ratings; changes in the tobacco
industry and stock market trading conditions; changes or
differences in domestic or international economic or political
conditions; changes in tax laws and rates; the impact of adverse
legislation and regulation; the ability to develop, produce or
market new alternative products profitably; the ability to
effectively implement strategic initiatives and actions taken to
increase sales growth; the ability to enhance cash generation and
pay dividends; adverse litigation and dispute outcomes; and changes
in the market position, businesses, financial condition, results of
operations or prospects of BAT, Reynolds or the combined
company.
Additional information concerning these and other factors can be
found in Reynolds's filings with the U.S. Securities and Exchange
Commission ("SEC"), including Reynolds's most recent Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, which may be obtained free of charge at the SEC's
website, http://www.sec.gov, and BAT's Annual Reports, which may be
obtained free of charge from BAT's website www.BAT.com. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof and BAT undertakes
no obligation to update or revise publicly any forward-looking
statements or other data or statements contained within this
communication, whether as a result of new information, future
events or otherwise.
No statement in this communication is intended to be a profit
forecast and no statement in this communication should be
interpreted to mean that earnings per share of BAT or Reynolds for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of BAT or
Reynolds, respectively.
Additional information and where to find it
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC in connection with the Proposed Acquisition. Any
solicitation will only be made through materials filed with the
SEC. Nonetheless, this communication may be deemed to be
solicitation material in respect of the Proposed Acquisition by
BAT.
BAT has filed relevant materials with the SEC, including a
registration statement on Form F-4 that includes a proxy statement
of Reynolds that also constitutes a prospectus of BAT. On 14 June
2017, the SEC declared the registration statement effective.
Reynolds commenced mailing the definitive proxy
statement/prospectus to holders of Reynolds common stock on or
about 14 June 2017. Investors and security holders are urged to
read the definitive proxy statement/prospectus, which was also
filed with the SEC on 14 June 2017, together with all other
relevant documents filed with the SEC, because they contain
important information about the Proposed Acquisition. Investors and
security holders may obtain the documents free of charge at the
SEC's website, http://www.sec.gov, or for free from BAT using the
contact information above.
Participants in solicitation
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC in connection with the Proposed Acquisition.
Nonetheless, BAT and its affiliates and each of their directors and
executive officers and certain employees may be deemed to be
participants in the solicitation of proxies from the holders of
Reynolds common stock with respect to the Proposed Acquisition.
Information about such parties and a description of their interests
are set forth in BAT's 2016 Annual Report, which may be obtained
free of charge from BAT's website www.BAT.com and Reynolds's annual
report for the year ended 31 December 2016, which was filed on Form
10-K with the SEC on 9 February 2017, Reynolds's Form 10-K/A, which
was filed with the SEC on 20 March 2017 and Reynolds's definitive
proxy statement/prospectus, which was filed with the SEC on 14 June
2017 (such filings by Reynolds, collectively, "Reynolds SEC
filings"). To the extent holdings of Reynolds securities by such
parties have changed since the amounts contained in the Reynolds
SEC filings, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interest of such parties is
also included in the materials that BAT has filed with the SEC in
connection with the Proposed Acquisition. These documents may be
obtained free of charge from the SEC's website http://www.sec.gov,
or from BAT using the contact information above.
Non-solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
This communication should not be construed as, investment advice
and is not intended to form the basis of any investment decision,
nor does it form the basis of any contract for acquisition or
investment in any member of the BAT group, financial promotion or
any offer, invitation or recommendation in relation to any
acquisition of, or investment in, any member of the BAT group.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant, fund manager or
other appropriate independent financial adviser duly authorised
under the UK Financial Services and Market Act 2000 (as amended) if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 14, 2017 10:15 ET (14:15 GMT)
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