BNP Paribas Tender Offer for

RNS Number : 9360B

British American Tobacco PLC

04 November 2009

 

Press Release 4 November 2009

Tender Offer by BNP Paribas for B.A.T. International Finance p.l.c.'s 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 €1,000,000,000 5.125 per cent. Notes due 2013 (ISIN: XS0171786287) (the "Euro Notes") and the £350,000,000 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: [e-mail] 
Tel: [phone]

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: [e-mail]
Tel: [phone]
Fax: [phone]

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 Società 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, financière 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 qualifiés) 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 Monétaire 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 Autorité des Marchés 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

[phone]

Investor Relations 

Ralph Edmondson/Rachael Brierley/Maya Farhat

[phone]/1519/1977

www.bat.com

 

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