0000950157-18-000499.txt : 20180502 0000950157-18-000499.hdr.sgml : 20180502 20180502125647 ACCESSION NUMBER: 0000950157-18-000499 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180502 FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: British American Tobacco p.l.c. CENTRAL INDEX KEY: 0001303523 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38159 FILM NUMBER: 18798633 BUSINESS ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG BUSINESS PHONE: 44-207-845-2000 MAIL ADDRESS: STREET 1: GLOBE HOUSE STREET 2: 4 TEMPLE PLACE CITY: LONDON STATE: X0 ZIP: WC2R 2PG 6-K 1 form6k.htm



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM 6-K
 

 
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities and Exchange Act of 1934
 
May 2, 2018
 
Commission File Number: 001-38159


 
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)


 
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)


 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F               Form 40-F ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐
 
 


 



 
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. to its shareholders, as of May 2, 2018.

EXHIBIT INDEX
 
Exhibit
 
Description
   
Exhibit 1
  
Press Release entitled “Reclassification of Half-Year 2017 Results for IFRS 15, New Regional Structure, New Performance Measure and Inclusive of Acquisitions” dated May 2, 2018.
 
 
Exhibit 2   
Press Release entitled “Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them” dated May 2, 2018.

 
 
 
 
 
 
 

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
British American Tobacco p.l.c.
 
       
       
 
By:
/s/ Sophie Kerr  
    Name:  Sophie Kerr  
    Title:    Assistant Secretary  
       
 
Date:  May 2, 2018




EX-1 2 ex-1.htm
Exhibit 1

2 May 2018

BRITISH AMERICAN TOBACCO p.l.c. (the “Company”)

RECLASSIFICATION OF HALF-YEAR 2017 RESULTS FOR IFRS 15, NEW REGIONAL STRUCTURE, NEW PERFORMANCE MEASURE and INCLUSIVE OF ACQUISITIONS

British American Tobacco is today reissuing the Group’s results for the six-month period ended 30 June 2017, the sole purpose of which is to provide a consistent basis for the organic performance measurements of the Group for the six months ending 30 June 2018, including a representative comparator base inclusive of the 2017 acquisitions. These are provided prior to the announcement of the Group’s half-year report for the period ending 30 June 2018 (due to be released on 26 July 2018).

The reclassification is to reflect the accounting treatment of IFRS 15 “Revenue from Contracts with customers” as if that accounting standard had been effective during the comparator period, to reflect the implementation of the previously announced regional structure, which was effective from 1 January 2018 and to include the results of 2017 acquisitions, including Reynolds American Inc. (RAI), acquired in July 2017, for the full period.

While these reclassifications affect the presentation of regional results, they do not affect the Group's reported income statement, balance sheet, or cash flow, other than as relating to IFRS 15.

The Group is also providing the performance in the six-months to June 2017 for the Group’s announced new performance measure “Revenue from Strategic Portfolio”.

A similar disclosure regarding the Group’s full year 2017 results, restated on the same basis, has previously been provided within the preliminary announcement for the year ended 31 December 2017, issued on 22 February 2018.



REVENUE, PROFIT FROM OPERATIONS and DILUTED EARNINGS PER SHARE
RESTATED for Regional structure, IFRS 15 and inclusive of the acquisitions in 2017 - to provide 2018 comparator base for the Group Key Performance Indicators (“KPIs”) only
Period ended 30 June 2017
 
 
IFRS
Non-GAAP (Adjusted)
 
As reclassified for regional structure in 2017
IFRS 15 impact
Restated incl IFRS 15
Adjusted
IFRS15 impact
Post IFRS 15 adjusted
Adjust for 6-month acq uplift
Repres adj1
 
£m
£m
£m 
£m 
£m 
£m 
£m 
£m 
Revenue
               
United States (US)
-
4,943 
4,943 
Asia-Pacific and Middle East (APME)
2,601 
(112)
2,489 
2,601 
(112)
2,489 
(7)
2,482 
Americas and Sub-Saharan Africa (AMSSA)
2,179 
(30)
2,149 
2,179 
(30)
2,149 
(6)
2,143 
Europe and North Africa (ENA)
2,937 
(157)
2,780 
2,868 
(157)
2,711 
38 
2,749 
Total Region
7,717 
(299)
7,418 
7,648 
(299)
7,349 
4,968 
12,317 
Profit from operations
               
US
-
2,173 
2,173 
APME
1,016 
1,016 
1,061 
1,061 
27 
1,088 
AMSSA
806 
806 
860 
860 
23 
883 
ENA
752 
752 
920 
920 
28 
948 
Profit from operations
2,574 
2,574 
2,841 
2,841 
2,251 
5,092 
Operating Margin
33.4%
34.7%
37.1%
38.7%
   
Net finance costs
(325)
(325)
(276)
(276)
   
Associates and joint ventures
778 
778 
756 
756 
   
Profit before tax
3,027 
3,027 
3,321 
3,321 
   
Taxation
(680)
(680)
(728)
(728)
   
Non-controlling interest
(86)
(86)
(88)
(88)
   
Profit attributable to shareholders
2,261 
2,261 
2,505 
2,505 
   
Diluted number of shares (m)
1,863 
 
1,863 
1,863 
 
1,863 
   
Diluted earnings per share (pence)
121.4 
 
121.4 
134.4 
 
134.4 
   
 
1 Repres adj (Representative adjusted) is a non-GAAP measure and reflects the representative 6-month performance of the Group, under the new regional structure and after adjusting for the effect of IFRS 15, assuming RAI and other acquisitions had been owned for the whole period ended 30 June 2017.



REVENUE FROM OUR STRATEGIC PORTFOLIO
In February 2018, the Group announced a new, non-GAAP, performance measure, effective 1 January 2018.
 
For the six-months ended June 2017, whilst not part of the Group’s KPIs, to provide the comparator against which 2018 will be measured, Revenue of our Strategic Portfolio was £3,569 million (including the impact of IFRS 15 which was effective 1 January 2018 with retrospective application), or £8,106 million including six months revenue from acquisitions including the US business.
 

 
2017
Restated reported for IFRS 15 impact
 
2017
Representative, adjusted including 6 months from acquisitions
Strategic Portfolio
Other Brands
Total
 
Strategic Portfolio
Other Brands
Total
 
£m
£m
£m
 
£m
£m
£m
Combustible Tobacco
3,476 
3,585 
7,061 
 
7,521 
3,908 
11,429 
Potentially Reduced Risk:
 
 
   
 
   
Vapour
46 
- 
46 
 
125 
- 
125 
Tobacco Heating Product
35 
- 
35 
 
35 
- 
35 
Total Next Generation Products
81 
- 
81 
 
160 
- 
160 
Oral tobacco
12 
- 
12 
 
425 
- 
425 
Total Potentially Reduced Risk
93 
- 
93 
 
585 
- 
585 
Other businesses*
- 
264 
264 
 
- 
303 
303 
Total
3,569 
3,849 
7,418 
 
8,106 
4,211 
12,317 

* Other businesses includes sales of leaf and other semi-finished products to third parties.
 

CIGARETTE AND TOBACCO HEATING PRODUCT VOLUME INCLUDING FULL PERIOD EFFECT OF ACQUISITIONS

 
Six months ended 30 June 2017
 
Year ended 31 December 2017
Bn sticks
Reported
Uplift for acquisitions
Repres incl acquisitions
 
Reported
Uplift for acquisitions
Repres incl acquisitions
US
-
41
41
 
36
46
82
APME
112
-
112
 
226
-
226
AMSSA
82
-
82
 
166
-
166
ENA
120
1
121
 
258
2
260
Total Volume
314
42
356
 
686
48
734

 
Enquiries:
 
British American Tobacco Investor Relations
Mike Nightingale / Rachael Brierley / Stephanie Brassinne
+44 (0) 20 7845 1180 / 1519 / 2012
 
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress 
 



Forward looking statements

This announcement contains certain forward-looking statements, including “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”, “target” and similar expressions. These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates.

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 announcement. 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: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; changes in domestic or international tax laws and rates; adverse litigation and dispute outcomes and the effect of such outcomes on the Group’s financial condition; changes or differences in domestic or international economic or political conditions; the inability to obtain price increases and the impact of price increases on consumer affordability thresholds; adverse decisions by domestic or international regulatory bodies; the impact of market size reduction and consumer down-trading; translational and transactional foreign exchange rate exposure; the impact of serious injury, illness or death in the workplace; the ability to maintain credit ratings and to fund the business under the current capital structure; the ability to develop and commercialise new alternative products and to do so profitably; and changes in the market position, businesses, financial condition, results of operations or prospects of the Group.

It is believed that the expectations reflected in this announcement are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement and the Group undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.

Additional information concerning these and other factors can be found in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 20-F filed on 15 March 2018 and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov, and the Company’s Annual Reports, which may be obtained free of charge from the British American Tobacco website www.bat.com.

EX-2 3 ex-2.htm
Exhibit 2

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Ricardo Oberlander
2
Reason for the notification
 
a)
Position/status
President and CEO, Reynolds American Inc.
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
a)
Name
British American Tobacco p.l.c.
b)
LEI
213800FKA5MF17RJKT63
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Transaction 1
a)
Description of the financial instrument, type of instrument
 
Identification code
 
Ordinary shares of 25p each
 
GB0002875804
b)
Nature of the transaction
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2015 Award)
c)
Price(s) and volume(s)
       
     
Price(s)
Volume(s)
 
     
£nil
28,332
 
           
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
 
 
28,332
 
£nil
 
e)
Date of the transaction
2018-04-27
f)
Place of the transaction
London Stock Exchange (XLON)
 
 

 
Transaction 2
a)
Description of the financial instrument, type of instrument
 
Identification code
 
Ordinary shares of 25p each
 
GB0002875804
 
b)
Nature of the transaction
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
c)
Price(s) and volume(s)
       
     
Price(s)
Volume(s)
 
     
£40.024999
12,561
 
           
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
 
 
12,561
 
£40.024999
 
e)
Date of the transaction
2018-04-27
f)
Place of the transaction
London Stock Exchange (XLON)
 
 
Name of officer of issuer responsible for making notification: Sophie Kerr
 
Date of notification: 2 May 2018