TIDMBATS
RNS Number : 6926L
British American Tobacco PLC
21 July 2017
21 July 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.
Appointment of directors in connection with acquisition of
Reynolds American Inc.
British American Tobacco p.l.c. ("BAT" or the "Company") is
pleased to announce today that Lionel L. Nowell, III, Holly Keller
Koeppel and Luc Jobin will join the Board of the Company as
independent Non-Executive Directors, subject to and with effect
from closing of the proposed acquisition of the remaining 57.8% of
Reynolds American Inc. ("Reynolds") not already held by BAT (the
"Proposed Acquisition"). Under the merger agreement with Reynolds,
it was agreed that three of the non-BAT nominated Reynolds
directors would be invited to join the BAT Board at closing of the
Proposed Acquisition.
Lionel L. Nowell, III has been the Lead Independent Director of
the Board of Reynolds since January 2017, having served as a
director since 2007. He is a member of the Compensation and
Leadership Development Committee and the Corporate Governance and
Nominating Committee. He retired as Senior Vice President and
Treasurer of PepsiCo in 2009, where he had held senior financial
executive roles since 1999. Prior to PepsiCo, Mr Nowell was Senior
Vice President, Strategy and Business Development at RJR Nabisco,
Inc. from 1998 to 1999 and held a variety of senior financial roles
at the Pillsbury division of Diageo PLC from 1991 to 1998. Mr.
Nowell is currently a Non-Executive Director at HD Supply Holdings,
American Electric Power Company, Inc and Bank of America
Corporation.
Holly Keller Koeppel has been an independent director on the
Board of Reynolds since 2008. She is Chair of the Regulatory,
Sustainability and Public Policy Committee and a member of the
Audit and Finance Committee. Ms Keller Koeppel is a Senior Advisor
to Corsair Capital LLC, where she served as Managing Partner and
Co-Head of Infrastructure from 2015 until her retirement in 2017.
From 2010 to 2015, she served as Co-Head of Citi Infrastructure
Investors and prior to 2010 she held financial and executive
management roles with American Electric Power Company, Inc and
Consolidated Natural Gas Company. Ms Keller Koeppel currently holds
Non-Executive Director roles at Vesuvius and AES Corporation.
Luc Jobin has been an independent director on the Board of
Reynolds since 2008. He is a member of the Audit and Finance
Committee. He is President and Chief Executive Officer of Canadian
National Railway Company, a position he has held since 2016, having
served as Executive Vice President and Chief Financial Officer
since 2009. He was Executive Vice President of Power Corporation of
Canada from 2005 to 2009. Mr Jobin was Chief Executive Officer of
Imperial Tobacco Canada, a subsidiary of the Company, from 2003 to
2005 and Chief Financial Officer from 2000 to 2003.
BAT Chairman Richard Burrows commented:
"I am very pleased to welcome Lionel Nowell, Holly Keller
Koeppel and Luc Jobin to the Board of BAT. Following closing, the
Reynolds business will immediately become a key part of the BAT
Group. Each of these new directors brings to the Board
complementary skills and valuable experience of the US business
environment and, in particular, the US tobacco sector.
We have been shareholders in Reynolds since 2004 and I would
like to acknowledge the key role played by all Directors of
Reynolds in making Reynolds the success it is today."
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
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, the United
Kingdom or South Africa may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than
the United States,the United Kingdom or South Africa 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, the United Kingdom and South Africa
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 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 BAT's and 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 and BAT's registration statement on
Form F-4, which was declared effective by the SEC on June 14, 2017,
and Current Reports on Form 6-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.
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 (the "Securities Act"), or pursuant to an exemption from
the registration requirement under Section 5 of the Securities
Act.
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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