Tender Offer

Imperial Brands Finance PLC

24 June 2024

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").

June 24, 2024

Imperial Brands Finance PLC (formerly known as Imperial Tobacco Finance PLC) announces cash tender offer for up to the Maximum Acceptance Amount of its outstanding U.S.$1,500,000,000 4.250% Notes due 2025

Imperial Brands Finance PLC (the "Offeror") announces today an offer to purchase up to the Maximum Acceptance Amount (as the same may be increased or decreased at the Offeror's sole discretion, subject to applicable law) of its outstanding U.S.$1,500,000,000 4.250% Notes due 2025 (the "Notes"), issued by the Offeror and guaranteed by Imperial Brands PLC (formerly known as Imperial Tobacco Group PLC, the "Guarantor", and, together with its subsidiaries, the "Group"), for cash (the "Offer"). The terms and conditions of the Offer are described in an offer to purchase dated June 24, 2024 (the "Offer to Purchase"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Noteholders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offer.

The following table sets forth certain information relating to the Offer.

Description of Notes	CUSIP/ ISIN	Principal Amount Outstanding	Early Tender Premium(1)	Reference Security	Bloomberg Reference Page/Screen	Fixed Spread (basis points)(1)	Early Tender Offer Consideration(1)	Maximum Acceptance Amount
US$1,500,000,000 4.250 per cent. Notes due 2025	Rule 144A: 453140AF2/ US453140AF21 Reg S: G4721VNU4/ USG4721VNU46	US$1,500,000,000	US$30 per US1,000	3.00% US Treasury due July 15, 2025	FIT 4	35	To be determined as described in the Offer to Purchase	US$500,000,000 in aggregate principal amount of the Notes (or such greater or lesser amount as the Offeror may determine in its sole and absolute discretion)

(1) For the avoidance of doubt, the Early Tender Premium is already included within the Early Tender Offer Consideration (which will be calculated using the Fixed Spread over the Reference Yield as described in the Offer to Purchase) and is not in addition to the Early Tender Offer Consideration. In addition, Noteholders whose Notes are accepted for purchase will also receive Accrued Interest on such Notes.

Purpose of the Offer

The Offeror is making the Offer as part of a refinancing of certain of its existing debt. The Offer, together with the proposed concurrent offering of one or more series of debt securities, is intended to extend the Offeror's debt maturity profile. Notes purchased in the Offer will be retired and cancelled.

Early Tender Offer Consideration and Tender Offer Consideration

Subject to the Maximum Acceptance Amount, on the Early Settlement Date, Noteholders that validly tender their Notes (and do not validly withdraw such Notes) at or before the Early Tender Deadline (provided such tender is received by the Information & Depositary Agent at or prior to the Early Tender Deadline), if the Offeror accepts the tender of such Notes, will receive (subject to possible pro-rata scaling and the conditions described in the Offer to Purchase) the Early Tender Offer Consideration calculated in accordance with the formula described in the Offer to Purchase, and calculated with reference to the Fixed Spread over the Reference Yield. For the avoidance of doubt, the Early Tender Premium is already included within the Early Tender Offer Consideration (when calculated in such manner) and is not in addition to the Early Tender Offer Consideration.

Provided that the total aggregate principal amount of Notes validly tendered and accepted for purchase by the Offeror as of the Early Tender Deadline is lower than the Maximum Acceptance Amount, on the Final Settlement Date, Noteholders that validly tender their Notes after the Early Tender Deadline but at or before the Expiration Deadline (provided such tender is received by the Information & Depositary Agent at or before the Expiration Deadline), if the Offeror accepts the tender of such Notes, will receive (subject to possible pro-rata scaling and the conditions described in the Offer to Purchase) a cash consideration per US$1,000 principal amount of the Notes equal to the Early Tender Offer Consideration minus Early Tender Premium (the "Tender Offer Consideration").

In addition to the payment of the Early Tender Offer Consideration or the Tender Offer Consideration, as the case may be, the Offeror will pay an amount in respect of accrued and unpaid interest for all Notes validly tendered at or before the Early Tender Deadline or the Expiration Deadline, as applicable, and delivered and accepted for purchase by the Offeror pursuant to the Offer, from and including the interest payment date for the Notes immediately preceding the relevant Settlement Date to but excluding such Settlement Date.

Acceptance and Scaling

The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance Amount. Accordingly, subject to satisfaction or waiver of the conditions set out in the Offer to Purchase, including the New Financing Condition (as defined below):

(a)        If acceptance of the total aggregate principal amount of Notes validly tendered as of the Early Tender Deadline would exceed the Maximum Acceptance Amount, the Offeror intends to accept such Notes on a pro-rata basis such that the total aggregate principal amount of such Notes accepted for purchase is equal to the Maximum Acceptance Amount. In this instance, any Notes tendered after the Early Tender Deadline will not be accepted for purchase.

(b)        If the total aggregate principal amount of Notes validly tendered as of the Early Tender Deadline is less than the Maximum Acceptance Amount and the total aggregate principal amount of Notes validly tendered during the Late Tender Period would exceed the Remaining Acceptance Amount, the Offeror intends to accept (i) all Notes validly tendered as of the Early Tender Deadline in full; and (ii) the Notes validly tendered in the Late Tender Period on a pro-rata basis such that the total aggregate principal amount of Notes accepted for purchase by the Offeror is equal to the Maximum Acceptance Amount.

(c)         To the extent the total aggregate principal amount of Notes validly tendered as of the Early Tender Deadline is less than the Maximum Acceptance Amount and the total aggregate principal amount of Notes validly tendered in the Late Tender Period is lower than the Remaining Acceptance Amount, the Offeror intends to accept all Notes validly tendered in full.

For more details on potential proration, please refer to the Offer to the Purchase. 

Conditions of the Offer

The Offer is not conditioned on any minimum amount of Notes being tendered.

The Offeror's obligation to accept and pay for Notes in the Offer is, however, subject to the satisfaction or waiver of the conditions described in "Terms and Conditions of the Offer" of the Offer to Purchase, including the successful completion of the offering of new US$-denominated fixed rate notes (together with the guarantee thereof, the "New Notes") (which the Offeror has today announced its intention to issue, subject to market conditions), on terms and subject to conditions satisfactory to the Offeror in its sole discretion (the "New Financing Condition"), contained in the Offer to Purchase. Subject to applicable securities laws and the terms and conditions set forth in the Offer to Purchase, the Offeror reserves the right, with respect to the Offer made by it, (i) to waive or modify in whole or in part any and all conditions to the Offer, (ii) to extend the Early Tender Deadline, the Expiration Deadline, any Settlement Date and/or the deadline for exercise of Noteholders' withdrawal rights, (iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer (including the Maximum Acceptance Amount) in any respect.

Allocation of New Notes

A Noteholder that has validly tendered, or indicated its firm intention to tender, its Notes for purchase pursuant to the Offer prior to the Early Tender Deadline and wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may, after having made a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint bookrunner of the issue of the New Notes), at the sole and absolute discretion of the Offeror, receive priority (the "New Issue Priority") in the allocation of the New Notes, subject to the issue of the New Notes. When considering allocation of the New Notes, the Offeror intends to give preference to those Noteholders who, prior to such allocation, have tendered, or indicated to the Offeror or any of the Dealer Managers their firm intention to tender, Notes and subscribe for New Notes. Any allocation of the New Notes may, subject to the sole and absolute discretion of the Offeror, be less than, equal to or greater than the aggregate principal amount of the Notes tendered or firmly indicated to be tendered.

However, the Offeror is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated its firm intention to tender its Notes pursuant to the Offer. Any allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with standard new issue procedures. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the prospectus dated February 16, 2024, (as supplemented by the supplement thereto dated June 7, 2024, and the final terms to be dated on or around June 27, 2024, the "Prospectus") to be prepared in connection with the issue and offering of the New Notes,  and no reliance should be placed on any information other than that contained in the Prospectus. Noteholders should note that the pricing and allocation of the New Notes may take place prior to the Early Tender Deadline and any Noteholder that wishes to subscribe for New Notes in addition to tendering existing Notes for purchase pursuant to the Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offer and the quantum of Notes that it intends to tender in order for this to be taken into account as part of the New Notes allocation process.

Unless stated otherwise or as required by applicable law, announcements in connection with the Offer will be made by the delivery of notices to DTC for communication to Direct Participants. Announcements may also be made by the issue of an announcement or a press release to one or more Notifying News Service(s) and/or by publication on the website of the London Stock Exchange plc. Copies of all announcements, notices and press releases will be available from the Information & Depositary Agent. All documentation relating to the Offer, together with any updates, will also be available on the Offer website (https://www.gbsc-usa.com/imperial/) operated by the Information & Depositary Agent for the purpose of the Offer.

A tender of Notes for purchase pursuant to the Offer should be made by the submission of a valid Tender Instruction prior to the Early Tender Deadline or the Expiration Deadline, as applicable, as set out in the Offer to Purchase.

Indicative timetable

The following timetable sets out the expected dates and times of the key events relating to the Offer. This is an indicative timetable and is subject to change.

Indicative Timeline (New York City time)

Date	Calendar Date and Time	Event
Commencement of the Offer	June 24, 2024	Offer announced. Offer to Purchase available from the Information & Depositary Agent. Beginning of Offer period.
Early Tender Deadline	5:00 p.m., on July 8, 2024	Deadline for receipt by the Information & Depositary Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer and to be eligible to receive the Early Tender Offer Consideration and the Accrued Interest Payment on the Early Settlement Date. Tender Instructions may not be revoked after the Early Tender Deadline.
Announcement of Early Results	As soon as reasonably practicable after the Early Tender Deadline (expected to be July 9, 2024)	The Offeror will announce (i) whether the New Financing Condition has been satisfied; (ii) the aggregate principal amount of Notes validly tendered at or before the Early Tender Deadline; (iii) its decision whether to accept valid tenders of Notes for purchase pursuant to the Offer on the Early Settlement Deadline and, if so, the aggregate principal amount of such Notes and (iv) the Scaling Factor or the Remaining Acceptance Amount (as applicable), in accordance with the methods set out in the Offer to Purchase.
Price Determination Date	10:00 a.m., on July 9, 2024	The Dealer Managers will calculate the Early Tender Offer Consideration for the Notes in the manner described in the Offer to Purchase
Announcement of Pricing of Offer	As soon as reasonably practicable after the Price Determination Date (expected to be July 9, 2024)	Announcement of (i) the Reference Yield, (ii) the Early Tender Offer Consideration, and (iii) the Tender Offer Consideration.
Early Settlement Date	July 11, 2024	Subject to the satisfaction or waiver of the conditions to the Offer, including the New Financing Condition, expected settlement date for Notes validly tendered at or before the Early Tender Deadline and accepted for purchase pursuant to the Offer. Payment of Early Tender Offer Consideration and the Accrued Interest Payment in respect of all such Notes.
Expiration Deadline	5:00 p.m., on July 23, 2024	Deadline for receipt by the Information & Depositary Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer and to be eligible to receive the Tender Offer Consideration and the Accrued Interest Payment on the Final Settlement Date.
Announcement of Final Results	As soon as reasonably practicable after the Expiration Deadline (expected to be July 24, 2024)	Provided the total aggregate principal amount of Notes validly tendered and accepted for purchase by the Offeror as of the Early Tender Deadline is lower than the Maximum Acceptance Amount and the conditions to the Offer (including the New Financing Condition) having been satisfied or waived, the Offeror will announce (i) its decision whether to accept valid tenders of Notes for purchase pursuant to the Offer on the Final Settlement Deadline and, if so, the aggregate principal amount of such Notes, (ii) the Scaling Factor (if applicable), and (iii) the aggregate principal amount of Notes that will remain outstanding following completion of the Offer
Final Settlement Date	July 25, 2024	Subject to the satisfaction or waiver of the conditions to the Offer, including the New Financing Condition, expected settlement date for Notes validly tendered after the Early Tender Deadline (but at or before the Expiration Deadline) and accepted for purchase pursuant to the Offer. Payment of Tender Offer Consideration and the Accrued Interest Payment in respect of all such Notes

The above dates and times are subject, where applicable, to the right of the Offeror to extend, re-open, amend, and/or terminate the Offer, subject to applicable securities laws and the terms set within the Offer to Purchase. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (at or before the Early Tender Deadline) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and DTC for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer.

Further information

Noteholders may access the Offer to Purchase at https://www.gbsc-usa.com/imperial/.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:

Questions and requests for assistance in connection with the tender of Notes including requests for a copy of the Offer to Purchase may be directed to:

Dealer Managers

Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom	Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 United States of America
Attention: Liability Management Group Telephone (Europe): [phone] Telephone (U.S. Toll Free): [phone] Telephone (U.S.): [phone] Email: [e-mail]	Attention: Liability Management Telephone (Europe): [phone] Telephone (U.S. Toll Free): [phone] Telephone (U.S.): [phone] Email: [e-mail]

Information Agent:

Global Bondholder Services Corporation 65 Broadway - Suite 404 New York, New York 10006 Attention: Corporate Actions Bankers and Brokers call: [phone] Toll free: [phone] Website: https://www.gbsc-usa.com/imperial/

Depositary Agent:

Global Bondholder Services Corporation By facsimile (For Eligible Institutions only): [phone]/3779 Confirmation: [phone] Email: [e-mail]

NOTICE AND DISCLAIMER

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any other securities. The Offeror is making the Offer only by, and pursuant to, the terms of the Offer to Purchase. The Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of the Offeror, the Dealer Managers or the Information & Depositary Agent is making any recommendation as to whether Noteholders should tender or refrain from tendering their Notes in response to the Offer or how much they should tender. Each Noteholder must make his, her or its own decision as to whether to tender or refrain from tendering Notes and, if a Noteholder determines to tender, as to how many Notes to tender.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of the Offer to Purchase or the action it should take, it is recommended to seek its own legal, accounting and financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer.

The New Notes have not been and will not be registered under the United States Securities Act of 1933. The Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

UK MARKET ABUSE REGULATION

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MAR"), encompassing information relating to the Offer described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Matthew Slade, Director of the Offeror.

FORWARD-LOOKING INFORMATION

This announcement contains certain forward-looking statements that reflect the Offeror's intent, beliefs or current expectations about the future and can be recognized by the use of words such as "expects," "will," "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Offeror and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer to Purchase. The Offeror cannot guarantee that any forward-looking statement will be realized, although they believe they have been prudent in their respective plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Offeror undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an offer or 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 offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Managers and the Information & Depositary Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offer are 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, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Financial Promotion Order")), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation. This announcement and the Offer to Purchase have not been and will not be submitted for clearance to the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101- bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation"). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Noteholders or beneficial owners of the Notes that are located in Italy can tender the Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

General

The Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Each Noteholder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations may be rejected. Each of the Offeror, the Guarantor, the Dealer Managers and the Information & Depositary Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.

Please see the Offer to Purchase for certain other important information on offer restrictions applicable to the Offer.

 

END