Exhibit
|
Description
|
|
Exhibit 1.1
|
Underwriting Agreement, dated September 22, 2020, by and among B.A.T Capital Corporation, the Guarantors party thereto, and BofA Securities, Inc.,
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC and Wells Fargo Securities, LLC
|
|
Exhibit 1.2
|
Underwriting Agreement, dated September 22, 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto, and BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets
Securities Inc., SG Americas Securities, LLC and Wells Fargo Securities, LLC
|
|
Exhibit 4.1
|
Indenture, dated September 25, 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto, and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying
agent.
|
|
Exhibit 4.2
|
Supplemental Indenture No. 8, dated September 25, 2020, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee.
|
|
Exhibit 4.3
|
Supplemental Indenture No. 9, dated September 25, 2020, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee.
|
|
Exhibit 4.4
|
Supplemental Indenture No. 10, dated September 25, 2020, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee.
|
|
Exhibit 4.5
|
Supplemental Indenture No. 11, dated September 25, 2020, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee.
|
|
Exhibit 4.6
|
Supplemental Indenture No. 1, dated September 25, 2020, by and among B.A.T. International Finance p.l.c, the Guarantors party thereto and Citibank, N.A., as Trustee.
|
|
Exhibit 5.1
|
Opinion of Cravath, Swaine & Moore LLP.
|
|
Exhibit 5.2
|
Opinion of Linklaters LLP (London).
|
|
Exhibit 5.3
|
Opinion of Stibbe N.V.
|
|
Exhibit 5.4
|
Opinion of Womble Bond Dickinson (US) LLP.
|
British American Tobacco p.l.c.
|
||||
|
By:
|
/s/ Ruth Wilson
|
||
Name: |
Ruth Wilson | |||
Title: |
Assistant Secretary
|
|||
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
Attn: High Grade Debt Capital Markets Transaction Management/Legal
Fax: +1 (212) 901 7881
|
||
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
Attn: Debt Capital Markets Syndicate; cc: General Counsel
Fax: +1 (646) 374 1071
|
||
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
|
||
NatWest Markets Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
|
||
SG Americas Securities, LLC
245 Park Avenue
New York, NY 10167
Attn: High Grade Syndicate Desk
Toll free number: + 1 (855) 881 2018
Fax no. + 1 (212) 278 5642
|
||
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, NC 28202
Attn: Transaction Management
Email: tmgcapitalmarkets@wellsfargo.com
with a copy to:
|
||
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
United Kingdom
Attn: Reuven B. Young
Email: reuven.young@davispolk.com
|
Very truly yours, |
||||
B.A.T CAPITAL CORPORATION, | ||||
|
By:
|
/s/ Caroline M. Price |
||
Name: | Caroline M. Price |
|||
Title: | Treasurer |
|||
BRITISH AMERICAN TOBACCO P.L.C., | ||||
|
By:
|
/s/ Tadeu Marroco |
||
Name: | Tadeu Marroco |
|||
Title: | Finance Director |
|||
B.A.T. INTERNATIONAL FINANCE P.L.C., | ||||
|
By:
|
/s/ N. Wadey |
||
Name: | N. Wadey |
|||
Title: | Director |
|||
B.A.T. NETHERLANDS FINANCE B.V., | ||||
|
By:
|
/s/ JEP Bollen |
||
Name: | JEP Bollen |
|||
Title: | Director |
|||
|
By:
|
/s/ HMJ Lina |
||
Name: | HMJ Lina |
|||
Title: | Director |
|||
REYNOLDS AMERICAN INC. | ||||
|
By:
|
/s/ John R. Whitener |
||
Name: | John R. Whitener |
|||
Title: | SVP Controller - Finance & Accounting and Treasurer |
|||
BOFA SECURITIES, INC. | ||||
|
By:
|
/s/ Andrew R. Karp |
||
Name: | Andrew R. Karp |
|||
Title: | Managing Director |
|||
DEUTSCHE BANK SECURITIES INC. | ||||
|
By:
|
/s/ Timothy Azoia |
||
Name: | Timothy Azoia |
|||
Title: | Director |
|||
|
By:
|
/s/ Matthew Siracuse |
||
Name: | Matthew Siracuse |
|||
Title: | Managing Director |
|||
GOLDMAN SACHS & CO. LLC | ||||
|
By:
|
/s/ Adam T. Greene |
||
Name: | Adam T. Greene |
|||
Title: | Managing Director |
|||
NATWEST MARKETS SECURITIES INC. | ||||
|
By:
|
/s/ René Mijné | ||
Name: | René Mijné | |||
Title: | Director |
|||
SG AMERICAS SECURITIES, LLC | ||||
|
By:
|
/s/ Sabina Ceddia | ||
Name: | Sabina Ceddia | |||
Title: | Head of Transaction Management | |||
WELLS FARGO SECURITIES, LLC | ||||
By:
|
/s/ Carolyn Hurley |
|||
Name: | Carolyn Hurley |
|||
Title: | Director |
|||
Underwriter
|
Principal Amount of 2028 Notes to be Purchased
|
Principal Amount of 2031 Notes to be Purchased
|
Principal Amount of 2040 Notes to be Purchased
|
Principal Amount of 2050 Notes to be Purchased
|
||||
BofA Securities, Inc.
|
$236,250,000
|
$168,750,000
|
$101,250,000
|
$135,000,000
|
||||
Deutsche Bank Securities Inc.
|
$236,250,000
|
$168,750,000
|
$101,250,000
|
$135,000,000
|
||||
Goldman Sachs & Co. LLC
|
$236,250,000
|
$168,750,000
|
$101,250,000
|
$135,000,000
|
||||
NatWest Markets Securities Inc.
|
$236,250,000
|
$168,750,000
|
$101,250,000
|
$135,000,000
|
||||
SG Americas Securities, LLC
|
$236,250,000
|
$168,750,000
|
$101,250,000
|
$135,000,000
|
||||
Wells Fargo Securities, LLC
|
$236,250,000
|
$168,750,000
|
$101,250,000
|
$135,000,000
|
||||
BBVA Securities Inc.
|
$87,500,000
|
$62,500,000
|
$37,500,000
|
$50,000,000
|
||||
HSBC Securities (USA) Inc.
|
$87,500,000
|
$62,500,000
|
$37,500,000
|
$50,000,000
|
||||
Santander Investment Securities Inc.
|
$87,500,000
|
$62,500,000
|
$37,500,000
|
$50,000,000
|
||||
Bank of China Limited, London Branch
|
$17,500,000
|
$12,500,000
|
$7,500,000
|
$10,000,000
|
||||
Intesa Sanpaolo S.p.A.
|
$17,500,000
|
$12,500,000
|
$7,500,000
|
$10,000,000
|
||||
|
||||||||
Lloyds Securities Inc. |
$17,500,000
|
$12,500,000 |
$7,500,000 |
$10,000,000 |
||||
SMBC Nikko Securities America, Inc.
|
$17,500,000
|
$12,500,000
|
$7,500,000
|
$10,000,000
|
||||
Total
|
$1,750,000,000
|
$1,250,000,000
|
$750,000,000
|
$1,000,000,000
|
Issuers:
|
BATCAP Notes: B.A.T Capital Corporation (“BATCAP”)
BATIF Notes: B.A.T. International Finance p.l.c. (“BATIF” and, together with BATCAP, the “Issuers”)
|
Guarantors:
|
BATCAP Notes: British American Tobacco p.l.c.,
B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc.
BATIF Notes: British American Tobacco p.l.c.,
B.A.T Capital Corporation, B.A.T. Netherlands Finance B.V. and Reynolds American Inc.
|
Security Title:
|
2.259% Notes due 2028 (the “2028 BATCAP Notes”)
2.726% Notes due 2031 (the “2031 BATCAP Notes”)
3.734% Notes due 2040 (the “2040 BATCAP Notes”)
3.984% Notes due 2050 (the “2050 BATCAP Notes” and, together with the 2028 BATCAP Notes, the 2031 BATCAP Notes and the 2040 BATCAP Notes, the “BATCAP Notes”; 1.668% Notes due 2026 (the “BATIF Notes”; and, together with the BATCAP Notes, the “Notes”)
|
Ranking:
|
Senior and Unsubordinated
|
Form:
|
SEC-Registered Global Notes
|
Principal Amount:
|
$1,750,000,000 for the 2028 BATCAP Notes
$1,250,000,000 for the 2031 BATCAP Notes
$750,000,000 for the 2040 BATCAP Notes
$1,000,000,000 for the 2050 BATCAP Notes
$1,500,000,000 for the BATIF Notes
|
Maturity Date:
|
March 25, 2028 for the 2028 BATCAP Notes
March 25, 2031 for the 2031 BATCAP Notes
September 25, 2040 for the 2040 BATCAP Notes
September 25, 2050 for the 2050 BATCAP Notes
March 25, 2026 for the BATIF Notes
|
Interest Rate:
|
2.259% per annum for the 2028 BATCAP Notes
2.726% per annum for the 2031 BATCAP Notes
3.734% per annum for the 2040 BATCAP Notes
3.984% per annum for the 2050 BATCAP Notes
1.668% per annum for the BATIF Notes
|
Benchmark Treasury:
|
0.500% due August 31, 2027 for the 2028 BATCAP Notes
0.625% due August 15, 2030 for the 2031 BATCAP Notes
1.250% due May 15, 2050 for the 2040 BATCAP Notes
1.250% due May 15, 2050 for the 2050 BATCAP Notes
0.250% due August 31, 2025 for the BATIF Notes
|
Benchmark Treasury Price and Yield:
|
100-09 / 0.459% for the 2028 BATCAP Notes
99-16+ / 0.676% for the 2031 BATCAP Notes
95-18+ / 1.434% for the 2040 BATCAP Notes
95-18+ / 1.434% for the 2050 BATCAP Notes
99-29¼ / 0.268% for the BATIF Notes
|
Spread to Benchmark Treasury:
|
+180 bps for the 2028 BATCAP Notes
+205 bps for the 2031 BATAP Notes
+230 bps for the 2040 BATCAP Notes
+255 bps for the 2050 BATCAP Notes
+140 bps for the BATIF Notes
|
Yield to Maturity:
|
2.259% for the 2028 BATCAP Notes
2.726% for the 2031 BATCAP Notes
3.734% for the 2040 BATCAP Notes
3.984% for the 2050 BATCAP Notes
1.668% for the BATIF Notes
|
Day Count Convention:
|
30/360 (or, in the case of an incomplete month, the number of days elapsed)
|
Business Day Convention:
|
Following, Unadjusted
|
Price to Public:
|
100.000% for the 2028 BATCAP Notes
100.000% for the 2031 BATCAP Notes
100.000% for the 2040 BATCAP Notes
100.000% for the 2050 BATCAP Notes
100.000% for the BATIF Notes
|
Net Proceeds to Issuers (before Expenses):
|
$1,743,875,000 for the 2028 BATCAP Notes
$1,245,000,000 for the 2031 BATCAP Notes
$745,125,000 for the 2040 BATCAP Notes
$992,500,000 for the 2050 BATCAP Notes
$1,495,500,000 for the BATIF Notes
|
Interest Payment Dates:
|
Semi-annually in arrears on March 25 and September 25 each year, commencing on March 25, 2021
|
Interest Payment Record Dates:
|
The close of business on the fifteenth calendar day preceding each Interest Payment Date, whether or not such day is a Business Day (as defined in the Prospectus)
|
Optional Redemption:
|
Each Issuer may redeem the relevant series of Notes issued by it in whole or in part, at its option, at any time and from time to time before the applicable Par Call Date (as set out in the table below) at a redemption price equal to the
greater of (x) 100% of the principal amount of the series of Notes to be redeemed and (y) as determined by the Independent Investment Banker (as defined in the Prospectus), the sum of the present values of the applicable Remaining Scheduled
Payments (as defined in the Prospectus) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the
Treasury Rate (as defined in the Prospectus), plus the applicable Make-Whole Spread (as set out in the table below) together with accrued and unpaid interest on the principal amount of the series of Notes to be redeemed to, but excluding, the
date of redemption.
Each Issuer may redeem the relevant series of Notes issued by it on or after the applicable Par Call Date at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any,
to, but excluding, the date of redemption.
|
Series
2028 BATCAP Notes
2031 BATCAP Notes
2040 BATCAP Notes
2050 BATCAP Notes
BATIF Notes
|
Par Call Date
January 25, 2028
December 25, 2030
March 25, 2040
March 25, 2050
February 25, 2026
|
Make-Whole Spread
30 basis points
35 basis points
35 basis points
40 basis points
25 basis points
|
|
Trade Date:
|
September 22, 2020
|
||
Expected Settlement Date:
|
September 25, 2020 (T+3)
|
||
CUSIP:
|
05526D BR5 for the 2028 BATCAP Notes
05526D BS3 for the 2031 BATCAP Notes
05526D BT1 for the 2040 BATCAP Notes
05526D BU8 for the 2050 BATCAP Notes
05530Q AN0 for the BATIF Notes
|
||
ISIN:
|
US05526DBR52 for the 2028 BATCAP Notes
US05526DBS36 for the 2031 BATCAP Notes
US05526DBT19 for the 2040 BATCAP Notes
US05526DBU81 for the 2050 BATCAP Notes
US05530QAN07 for the BATIF Notes
|
||
Governing Law:
|
State of New York
|
||
Listing and Trading:
|
Application will be made to list the Notes on the New York Stock Exchange. No assurance can be given that such application will be approved or that any of the Notes will be listed and, if listed, that such
Notes will remain listed for the entire term of such Notes.
|
||
Joint Book-Running Managers:
|
BofA Securities, Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
NatWest Markets Securities Inc.
SG Americas Securities, LLC
Wells Fargo Securities, LLC
|
||
Bookrunners:
|
BBVA Securities Inc.
HSBC Securities (USA) Inc.
Santander Investment Securities Inc.
|
||
Co-Managers:
|
Bank of China Limited, London Branch
Intesa Sanpaolo S.p.A.
Lloyds Securities Inc.
SMBC Nikko Securities America, Inc.
|
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
Attn: High Grade Debt Capital Markets Transaction Management/Legal
Fax: +1 (212) 901 7881
|
|
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
Attn: Debt Capital Markets Syndicate; cc: General Counsel
Fax: +1 (646) 374 1071
|
|
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
|
|
NatWest Markets Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
|
|
SG Americas Securities, LLC
245 Park Avenue
New York, NY 10167
Attn: High Grade Syndicate Desk
Toll free number: +1 (855) 881 2018
Fax no. +1 (212) 278 5642
|
|
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, NC 28202
Attn: Transaction Management
Email: tmgcapitalmarkets@wellsfargo.com
|
|
with a copy to:
|
|
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
United Kingdom
Attn: Reuven B. Young
Email: reuven.young@davispolk.com
|
Very truly yours,
|
||
B.A.T. INTERNATIONAL FINANCE P.L.C.,
|
||
by:
|
/s/ N. Wadey |
|
Name:
|
N. Wadey |
|
Title:
|
Director |
B.A.T CAPITAL CORPORATION,
|
||
by:
|
/s/ Caroline M. Price |
|
Name:
|
Caroline M. Price |
|
Title:
|
Treasurer |
BRITISH AMERICAN TOBACCO P.L.C.,
|
||
by:
|
/s/ Tadeu Marroco |
|
Name:
|
Tadeu Marroco |
|
Title:
|
Finance Director |
B.A.T. NETHERLANDS FINANCE B.V.,
|
||
by:
|
/s/ JEP Bollen |
|
Name:
|
JEP Bollen |
|
Title:
|
Director |
by:
|
/s/ HMJ Lina |
|
Name:
|
HMJ Lina |
|
Title:
|
Director |
REYNOLDS AMERICAN INC.,
|
||
by:
|
/s/ John R. Whitener |
|
Name:
|
John R. Whitener |
|
Title:
|
SVP Controller - Finance & Accounting and Treasurer |
BOFA SECURITIES, INC.
|
||
by:
|
/s/ Andrew R. Karp |
|
Name:
|
Andrew R. Karp |
|
Title:
|
Managing Director |
DEUTSCHE BANK SECURITIES INC.
|
||
by:
|
/s/ Timothy Azoia |
|
Name:
|
Timothy Azoia |
|
Title:
|
Director |
by:
|
/s/ Matthew Siracuse |
|
Name:
|
Matthew Siracuse |
|
Title:
|
Managing Director |
GOLDMAN SACHS & CO. LLC
|
||
by:
|
/s/ Adam T. Greene |
|
Name:
|
Adam T. Greene |
|
Title:
|
Managing Director |
NATWEST MARKETS SECURITIES INC.
|
||
by:
|
/s/ René Mijné | |
Name:
|
René Mijné | |
Title:
|
Director |
|
SG AMERICAS SECURITIES, LLC
|
||
by:
|
/s/ Sabina Ceddia |
|
Name:
|
Sabina Ceddia |
|
Title:
|
Head of Transaction Management |
|
WELLS FARGO SECURITIES, LLC
|
||
by:
|
/s/ Carolyn Hurley |
|
Name:
|
Carolyn Hurley |
|
Title:
|
Director |
Underwriter
|
Principal Amount of the Notes
to be Purchased
|
|
BofA Securities, Inc.
|
$202,500,000
|
|
Deutsche Bank Securities Inc.
|
$202,500,000
|
|
Goldman Sachs & Co. LLC
|
$202,500,000
|
|
NatWest Markets Securities Inc.
|
$202,500,000
|
|
SG Americas Securities, LLC
|
$202,500,000
|
|
Wells Fargo Securities, LLC
|
$202,500,000
|
|
BBVA Securities Inc.
|
$75,000,000
|
|
HSBC Securities (USA) Inc.
|
$75,000,000
|
|
Santander Investment Securities Inc.
|
$75,000,000
|
|
Bank of China Limited, London Branch |
$15,000,000
|
|
Intesa Sanpaolo S.p.A. |
$15,000,000
|
|
Lloyds Securities Inc. |
$15,000,000
|
|
SMBC Nikko Securities America, Inc.
|
$15,000,000
|
|
Total
|
$1,500,000,000
|
Issuers:
|
BATCAP Notes: B.A.T Capital Corporation (“BATCAP”)
BATIF Notes: B.A.T. International Finance p.l.c. (“BATIF” and, together with BATCAP, the “Issuers”)
|
Guarantors:
|
BATCAP Notes: British American Tobacco p.l.c.,
B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc.
BATIF Notes: British American Tobacco p.l.c.,
B.A.T Capital Corporation, B.A.T. Netherlands Finance B.V. and Reynolds American Inc.
|
Security Title:
|
2.259% Notes due 2028 (the “2028 BATCAP Notes”)
2.726% Notes due 2031 (the “2031 BATCAP Notes”)
3.734% Notes due 2040 (the “2040 BATCAP Notes”)
3.984% Notes due 2050 (the “2050 BATCAP Notes” and, together with the 2028 BATCAP Notes, the 2031 BATCAP Notes and the 2040 BATCAP Notes, the “BATCAP Notes”; 1.668% Notes due 2026 (the “BATIF Notes” and together with the BATCAP Notes, the “Notes”)
|
Ranking:
|
Senior and Unsubordinated
|
Form:
|
SEC-Registered Global Notes
|
Principal Amount:
|
$1,750,000,000 for the 2028 BATCAP Notes
$1,250,000,000 for the 2031 BATCAP Notes
$750,000,000 for the 2040 BATCAP Notes
$1,000,000,000 for the 2050 BATCAP Notes
$1,500,000,000 for the BATIF Notes
|
Maturity Date:
|
March 25, 2028 for the 2028 BATCAP Notes
March 25, 2031 for the 2031 BATCAP Notes
September 25, 2040 for the 2040 BATCAP Notes
September 25, 2050 for the 2050 BATCAP Notes
March 25, 2026 for the BATIF Notes
|
Interest Rate:
|
2.259% per annum for the 2028 BATCAP Notes
2.726% per annum for the 2031 BATCAP Notes
3.734% per annum for the 2040 BATCAP Notes
3.984% per annum for the 2050 BATCAP Notes
1.668% per annum for the BATIF Notes
|
Benchmark Treasury:
|
0.500% due August 31, 2027 for the 2028 BATCAP Notes
0.625% due August 15, 2030 for the 2031 BATCAP Notes
1.250% due May 15, 2050 for the 2040 BATCAP Notes
1.250% due May 15, 2050 for the 2050 BATCAP Notes
0.250% due August 31, 2025 for the BATIF Notes
|
Benchmark Treasury Price and Yield:
|
100-09 / 0.459% for the 2028 BATCAP Notes
99-16+ / 0.676% for the 2031 BATCAP Notes
95-18+ / 1.434%% for the 2040 BATCAP Notes
95-18+ / 1.434% for the 2050 BATCAP Notes
99-29¼ / 0.268% for the BATIF Notes
|
Spread to Benchmark Treasury:
|
+180 bps for the 2028 BATCAP Notes
+205 bps for the 2031 BATAP Notes
+230 bps for the 2040 BATCAP Notes
+255 bps for the 2050 BATCAP Notes
+140 bps for the BATIF Notes
|
Yield to Maturity:
|
2.259% for the 2028 BATCAP Notes
2.726% for the 2031 BATCAP Notes
3.734% for the 2040 BATCAP Notes
3.984% for the 2050 BATCAP Notes
1.668% for the BATIF Notes
|
Day Count Convention:
|
30/360 (or, in the case of an incomplete month, the number of days elapsed)
|
Business Day Convention:
|
Following, Unadjusted
|
Price to Public:
|
100.000% for the 2028 BATCAP Notes
100.000% for the 2031 BATCAP Notes
100.000% for the 2040 BATCAP Notes
100.000% for the 2050 BATCAP Notes
100.000% for the BATIF Notes
|
Net Proceeds to Issuers (before Expenses):
|
$1,743,875,000 for the 2028 BATCAP Notes
$1,245,000,000 for the 2031 BATCAP Notes
$745,125,000 for the 2040 BATCAP Notes
$992,500,000 for the 2050 BATCAP Notes
$1,495,500,000 for the BATIF Notes
|
Interest Payment Dates:
|
Semi-annually in arrears on March 25 and September 25 each year, commencing on March 25, 2021
|
Interest Payment Record Dates:
|
The close of business on the fifteenth calendar day preceding each Interest Payment Date, whether or not such day is a Business Day (as defined in the Prospectus)
|
Optional Redemption:
|
Each Issuer may redeem the relevant series of Notes issued by it in whole or in part, at its option, at any time and from time to time before the applicable Par Call Date (as set out in the table below) at a redemption price equal to the
greater of (x) 100% of the principal amount of the series of Notes to be redeemed and (y) as determined by the Independent Investment Banker (as defined in the Prospectus), the sum of the present values of the applicable Remaining Scheduled
Payments (as defined in the Prospectus) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the
Treasury Rate (as defined in the Prospectus), plus the applicable Make-Whole Spread (as set out in the table below) together with accrued and unpaid interest on the principal amount of the series of Notes to be redeemed to, but excluding, the
date of redemption.
Each Issuer may redeem the relevant series of Notes issued by it on or after the applicable Par Call Date at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any,
to, but excluding, the date of redemption.
|
Series
2028 BATCAP Notes
2031 BATCAP Notes
2040 BATCAP Notes
2050 BATCAP Notes
BATIF Notes
|
Par Call Date
January 25, 2028
December 25, 2030
March 25, 2040
March 25, 2050
February 25, 2026
|
Make-Whole Spread
30 basis points
35 basis points
35 basis points
40 basis points
25 basis points
|
|
Trade Date:
|
September 22, 2020
|
||
Expected Settlement Date:
|
September 25, 2020 (T+3)
|
||
CUSIP:
|
05526D BR5 for the 2028 BATCAP Notes
05526D BS3 for the 2031 BATCAP Notes
05526D BT1 for the 2040 BATCAP Notes
05526D BU8 for the 2050 BATCAP Notes
05530Q AN0 for the BATIF Notes
|
||
ISIN:
|
US05526DBR52 for the 2028 BATCAP Notes
US05526DBS36 for the 2031 BATCAP Notes
US05526DBT19 for the 2040 BATCAP Notes
US05526DBU81 for the 2050 BATCAP Notes
US05530QAN07 for the BATIF Notes
|
||
Governing Law:
|
State of New York
|
||
Listing and Trading:
|
Application will be made to list the Notes on the New York Stock Exchange. No assurance can be given that such application will be approved or that any of the Notes will be listed and, if
listed, that such Notes will remain listed for the entire term of such Notes.
|
||
Joint Book-Running Managers:
|
BofA Securities, Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
NatWest Markets Securities Inc.
SG Americas Securities, LLC
Wells Fargo Securities, LLC
|
||
Bookrunners:
|
BBVA Securities Inc.
HSBC Securities (USA) Inc.
Santander Investment Securities Inc.
|
||
Co-Managers:
|
Bank of China Limited, London Branch
Intesa Sanpaolo S.p.A.
Lloyds Securities Inc.
SMBC Nikko Securities America, Inc.
|
Trust Indenture Act Section
|
Indenture Section
|
|
§310
|
(a)(1)
|
6.09
|
(a)(2)
|
6.09
|
|
(a)(3)
|
Not Applicable
|
|
(a)(4)
|
Not Applicable
|
|
(b)
|
6.03, 6.07, 6.09
|
|
§311
|
(a)
|
6.11
|
(b)
|
6.09, 6.11
|
|
§312
|
(a)
|
2.06
|
(b)
|
10.04
|
|
(c)
|
10.04
|
|
§313
|
(a)
|
6.10
|
(b)
|
6.10
|
|
(c)
|
6.10
|
|
(d)
|
6.10
|
|
§314
|
(a)
|
4.03(a)
|
(a)(4)
|
4.12
|
|
(b)
|
Not Applicable
|
|
(c)(1)
|
10.02(a)
|
|
(c)(2)
|
10.02(b)
|
|
(c)(3)
|
Not Applicable
|
|
(d)
|
Not Applicable
|
|
(e)
|
10.03
|
|
§315
|
(a)
|
6.01(b)
|
(b)
|
6.05
|
|
(c)
|
6.01(a)
|
|
(d)
|
6.01(c)
|
|
(d)(1)
|
6.01(c)(1)
|
|
(d)(2)
|
6.01(c)(2)
|
|
(d)(3)
|
6.01(c)(3)
|
|
(e)
|
5.11
|
|
§316
|
(a)(1)(A)
|
5.02, 5.05
|
(a)(1)(B)
|
5.04
|
|
(a)(2)
|
Not Applicable
|
|
(a)(last sentence)
|
2.10
|
|
(b)
|
5.07
|
|
(c)
|
7.03
|
|
§317
|
(a)(1)
|
5.08
|
(a)(2)
|
5.09
|
|
(b)
|
2.04, 4.05
|
|
§318
|
(a) 1.04
|
NOTE:
|
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
|
Page
|
|
ARTICLE I
|
|
Definitions and Incorporation by Reference
|
1
|
SECTION 1.01. Definitions.
|
1
|
SECTION 1.02. Other Definitions.
|
6
|
SECTION 1.03. Rules of Construction.
|
6
|
SECTION 1.04. Incorporation by Reference of Trust Indenture Act.
|
7
|
ARTICLE II
|
|
The Notes
|
8
|
SECTION 2.01. Amount of Notes.
|
8
|
SECTION 2.02. Form and Dating.
|
10
|
SECTION 2.03. Execution and Authentication.
|
11
|
SECTION 2.04. Registrar and Paying Agent.
|
11
|
SECTION 2.05. Paying Agent To Hold Money in Trust.
|
12
|
SECTION 2.06. Holder Lists.
|
12
|
SECTION 2.07. Transfer and Exchange.
|
13
|
SECTION 2.08. Replacement Notes.
|
13
|
SECTION 2.09. Outstanding Notes.
|
14
|
SECTION 2.10. Treasury Notes.
|
14
|
SECTION 2.11. Temporary Notes.
|
15
|
SECTION 2.12. Cancellation.
|
15
|
SECTION 2.13. Defaulted Interest.
|
15
|
SECTION 2.14. CUSIP Number.
|
15
|
SECTION 2.15. Deposit of Moneys.
|
16
|
SECTION 2.16. Book-Entry Provisions for Global Notes.
|
16
|
SECTION 2.17. Computation of Interest.
|
18
|
ARTICLE III
|
|
Redemption and Prepayment
|
18
|
SECTION 3.01. Election To Redeem; Notices to Trustee.
|
18
|
SECTION 3.02. Selection of Notes To Be Redeemed.
|
18
|
SECTION 3.03. Notice of Redemption.
|
19
|
SECTION 3.04. Effect of Notice of Redemption.
|
19
|
SECTION 3.05. Deposit of Redemption Price.
|
20
|
SECTION 3.06. Notes Redeemed in Part.
|
20
|
SECTION 3.07. Tax Redemption.
|
21
|
ARTICLE IV
|
|
Covenants
|
22
|
SECTION 4.01. Payment of Principal, Premium and Interest.
|
22
|
SECTION 4.02. Maintenance of Office or Agency.
|
22
|
SECTION 4.03. Reports by the Company.
|
23
|
SECTION 4.04. Corporate Existence.
|
23
|
SECTION 4.05. Money for Notes Payments.
|
23
|
SECTION 4.06. Payment of Taxes and Other Claims.
|
24
|
SECTION 4.07. Stay, Extension and Usury Laws.
|
25
|
SECTION 4.08. Payment of Additional Amounts.
|
25
|
SECTION 4.09. Negative Pledge.
|
27
|
SECTION 4.10. Limitation on Mergers, Consolidations, Amalgamations and Combinations.
|
27
|
SECTION 4.11. Statement by Officers as to Event of Default.
|
28
|
SECTION 4.12. Statements as to Compliance.
|
28
|
SECTION 4.13. Mutual Undertaking Regarding Information Reporting and Collection Obligations.
|
29
|
SECTION 4.14. Agent Right to Withhold.
|
29
|
SECTION 4.15. Company Right to Redirect.
|
29
|
ARTICLE V
|
|
Defaults and Remedies
|
30
|
SECTION 5.01. Events of Default.
|
30
|
SECTION 5.02. Acceleration of Maturity; Rescission.
|
32
|
SECTION 5.03. Other Remedies.
|
33
|
SECTION 5.04. Waiver of Past Defaults and Events of Default.
|
33
|
SECTION 5.05. Control by Majority.
|
34
|
SECTION 5.06. Limitation on Suits.
|
34
|
SECTION 5.07. Rights of Holders To Receive Payment.
|
35
|
SECTION 5.08. Collection Suit by Trustee.
|
35
|
SECTION 5.09. Trustee May File Proofs of Claim.
|
35
|
SECTION 5.10. Priorities.
|
36
|
SECTION 5.11. Undertaking for Costs.
|
36
|
SECTION 5.12. Delay or Omission Not Waiver.
|
36
|
ARTICLE VI
|
|
Trustee
|
36
|
SECTION 6.01. Duties of Trustee.
|
36
|
SECTION 6.02. Rights of Trustee.
|
38
|
SECTION 6.03. Individual Rights of Trustee.
|
40
|
SECTION 6.04. Trustee’s and Agent’s Disclaimers.
|
40
|
SECTION 6.05. Notice of Defaults.
|
40
|
SECTION 6.06. Compensation and Indemnity.
|
41
|
SECTION 6.07. Replacement of Trustee.
|
42
|
SECTION 6.08. Successor Trustee by Consolidation, Merger, etc.
|
43
|
SECTION 6.09. Eligibility; Disqualification.
|
43
|
SECTION 6.10. Reports by Trustee to Holders.
|
44
|
SECTION 6.11. Preferential Collection of Claims Against Company.
|
44
|
ARTICLE VII
|
|
Amendment, Supplement and Waiver
|
44
|
SECTION 7.01. Without Consent of Holders.
|
44
|
SECTION 7.02. With Consent of Holders.
|
45
|
SECTION 7.03. Revocation and Effect of Consents.
|
47
|
SECTION 7.04. Notation on or Exchange of Notes.
|
48
|
SECTION 7.05. Trustee To Sign Amendments, etc.
|
48
|
ARTICLE VIII
|
|
Satisfaction and Discharge of Indenture; Defeasance
|
48
|
SECTION 8.01. Satisfaction and Discharge of Liability on Notes; Defeasance.
|
48
|
SECTION 8.02. Conditions to Defeasance.
|
50
|
SECTION 8.03. Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.
|
51
|
SECTION 8.04. Reinstatement.
|
51
|
SECTION 8.05. Moneys Held by Paying Agent.
|
52
|
SECTION 8.06. Moneys Held.
|
52
|
ARTICLE IX
|
|
Guarantees
|
52
|
SECTION 9.01. Guarantee.
|
52
|
SECTION 9.02. Severability.
|
54
|
SECTION 9.03. Limitation of Liability.
|
54
|
SECTION 9.04. Contribution.
|
54
|
SECTION 9.05. Subrogation.
|
55
|
SECTION 9.06. Reinstatement.
|
55
|
SECTION 9.07. Release of a Guarantor.
|
55
|
SECTION 9.08. Benefits Acknowledged.
|
55
|
ARTICLE X
|
|
Miscellaneous
|
56
|
SECTION 10.01. Notices.
|
56
|
SECTION 10.02. Certificate and Opinion as to Conditions Precedent.
|
58
|
SECTION 10.03. Statements Required in Certificate and Opinion.
|
58
|
SECTION 10.04. Communications by Holders with Other Holders.
|
58
|
SECTION 10.05. Rules by Trustee and Agents.
|
59
|
SECTION 10.06. No Personal Liability of Directors, Officers, Employees and Stockholders.
|
59
|
SECTION 10.07. Governing Law; Waiver of Jury Trial; Jurisdiction.
|
59
|
SECTION 10.08. No Adverse Interpretation of Other Agreements.
|
60
|
SECTION 10.09. Successors.
|
60
|
SECTION 10.10. Separability.
|
60
|
SECTION 10.11. Counterpart Originals; Effectiveness.
|
60
|
SECTION 10.12. Table of Contents, Headings, etc.
|
60
|
SECTION 10.13. Benefits of Indenture.
|
61
|
SECTION 10.14. Appointment of Agent for Service.
|
61
|
Term
|
Defined in
Section
|
|
“Additional Amounts”
|
4.08
|
|
“Authentication Agent”
|
2.03
|
|
“Agent Member”
|
2.16
|
|
“Change in Tax Law”
|
3.07
|
|
“Covenant Defeasance”
|
8.01
|
|
“Exchange Rate”
|
2.09
|
|
“FATCA Withholding”
|
4.08
|
|
“Global Notes”
|
2.16
|
|
“Legal Defeasance”
|
8.01
|
|
“Paying Agent”
|
2.04
|
|
“Registrar”
|
2.04
|
|
“Relevant Taxing Jurisdiction”
|
4.08
|
|
“Subsidiary Guarantor”
|
9.07
|
|
“Taxes”
|
4.08
|
|
“Transfer Agent”
|
2.04
|
B.A.T. INTERNATIONAL FINANCE P.L.C.,
|
|
by
|
/s/ Neil Wadey |
Name: Neil Wadey
|
|
Title: Director
|
BRITISH AMERICAN TOBACCO P.L.C.,
|
|
by
|
/s/ Tadeu Marroco |
Name: Tadeu Marroco
|
|
Title: Director
|
B.A.T CAPITAL CORPORATION,
|
|
by
|
/s/ Caroline M. Price |
Name: Caroline M. Price
|
|
Title: Treasurer
|
B.A.T. NETHERLANDS FINANCE B.V.,
|
|
by
|
/s/ JEP Bollen |
Name: JEP Bollen
|
|
Title: Director
|
by
|
/s/ HMJ Lina |
Name: HMJ Lina
|
|
Title: Director
|
REYNOLDS AMERICAN INC.,
|
|
by
|
/s/ John R. Whitener |
Name: John R. Whitener
|
|
Title: SVP Controller - Finance and
Accounting and Treasurer
|
CITIBANK, N.A.,
as Trustee
|
|
by
|
/s/ Kerry Hehir |
Name: Kerry Hehir
|
|
Title: Senior Trust Officer
|
CITIBANK, N.A.,
as Authentication Agent, Paying Agent, Transfer Agent,
Registrar, Calculation Agent and Initial Paying Agent
|
|
by
|
/s/ Kerry Hehir |
Name: Kerry Hehir
|
|
Title: Senior Trust Officer
|
● |
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2028 Notes to the Par Call Date.
|
● |
Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations or (B) if the Independent Investment Banker for the 2028 Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
|
● |
Independent Investment Banker means one of the Reference Treasury Dealers (as defined below) appointed by the Company to act as the “Independent Investment Banker”.
|
● |
Par Call Date means January 25, 2028 (two months prior to the Maturity Date of the 2028 Notes).
|
● |
Reference Treasury Dealer means each of BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC and Wells
Fargo Securities, LLC and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury Dealer.
|
● |
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day immediately preceding that Redemption Date.
|
● |
Remaining Scheduled Payments means, with respect to each 2028 Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due from and
including the related Redemption Date, but for such redemption, to but excluding the Par Call Date; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to
such 2028 Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date.
|
● |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that
Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.
|
B.A.T CAPITAL CORPORATION,
|
|
by
|
/s/ Caroline M. Price |
Name: Caroline M. Price
|
|
Title: Treasurer
|
BRITISH AMERICAN TOBACCO P.L.C.,
|
|
by
|
/s/ Tadeu Marroco |
Name: Tadeu Marroco
|
|
Title: Director
|
B.A.T. NETHERLANDS FINANCE B.V.,
|
|
by
|
/s/ JEP Bollen |
Name: JEP Bollen
|
|
Title: Director
|
by
|
/s/ HMJ Lina |
Name: HMJ Lina
|
|
Title: Director
|
B.A.T. INTERNATIONAL FINANCE P.L.C.,
|
|
by
|
/s/ Neil Wadey |
Name: Neil Wadey
|
|
Title: Director
|
REYNOLDS AMERICAN INC.,
|
|
by
|
/s/ John R. Whitener |
Name: John R. Whitener
|
|
Title: SVP Controller - Finance and
Accounting and Treasurer
|
CITIBANK, N.A.,
as Trustee
|
|
by
|
/s/ Kerry Hehir |
Name: Kerry Hehir
|
|
Title: Senior Trust Officer
|
No. [●]
|
$[●]
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
|||
Name: |
|||
Title: |
|||
CITIBANK, N.A.,
|
|||
as Authentication Agent
|
|||
By:
|
|||
Authorized Signatory
|
(Insert assignee’s social security or tax I.D. number)
|
(Print or type name, address and zip code of assignee)
|
Date:
|
Your Signature:
|
|||
(Sign exactly as your name appears on the face of this Note) | ||||
|
Signature Guarantee:
|
Date of Exchange
|
Amount of decrease in Principal Amount of this Global Note
|
Amount of increase in Principal Amount of this Global Note
|
Principal Amount of this Global Note following such decrease or increase
|
Signature of authorized signatory of Trustee or Notes Custodian
|
● |
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2031 Notes to the Par Call Date.
|
● |
Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations or (B) if the Independent Investment Banker for the 2031 Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
|
● |
Independent Investment Banker means one of the Reference Treasury Dealers (as defined below) appointed by the Company to act as the “Independent Investment Banker”.
|
● |
Par Call Date means December 25, 2030 (three months prior to the Maturity Date of the 2031 Notes).
|
● |
Reference Treasury Dealer means each of BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC, and Wells
Fargo Securities, LLC and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury Dealer.
|
● |
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day immediately preceding that Redemption Date.
|
● |
Remaining Scheduled Payments means, with respect to each 2031 Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due from and
including the related Redemption Date, but for such redemption, to but excluding the Par Call Date; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to
such 2031 Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date.
|
● |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that
Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
/s/ Caroline M. Price |
||
Name: Caroline M. Price | |||
Title: Treasurer |
|||
BRITISH AMERICAN TOBACCO P.L.C.
|
|||
By:
|
/s/ Tadeu Marroco |
||
Name: Tadeu Marroco | |||
Title: Director |
|||
B.A.T. NETHERLANDS FINANCE B.V.
|
|||
By:
|
/s/ JEP Bollen |
||
Name: JEP Bollen | |||
Title: Director |
|||
By: |
/s/ HMJ Lina |
||
Name: HMJ Lina | |||
Title: Director |
B.A.T. INTERNATIONAL FINANCE P.L.C.
|
|||
By:
|
/s/ Neil Wadey | ||
Name: Neil Wadey | |||
Title: Director |
|||
REYNOLDS AMERICAN INC.
|
|||
By:
|
/s/ John R. Whitener |
||
Name: John R. Whitener | |||
Title: SVP Controller - Finance
Accounting and Treasurer
|
|||
CITIBANK, N.A.,
as Trustee
|
|||
By:
|
/s/ Kerry Hehir |
||
Name: Kerry Hehir | |||
Title: Senior Trust Officer |
|||
No. [●]
|
$[●]
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
|||
Name: |
|||
Title: |
|||
CITIBANK, N.A.,
|
|||
as Authentication Agent
|
|||
By:
|
|||
Authorized Signatory
|
(1)
|
100% of the aggregate principal amount of any 2031 Notes being redeemed, and
|
(Insert assignee’s social security or tax I.D. number)
|
(Print or type name, address and zip code of assignee)
|
Date:
|
Your Signature:
|
|||
(Sign exactly as your name appears on the face of this Note) | ||||
|
Signature Guarantee:
|
Date of Exchange
|
Amount of decrease in Principal Amount of this Global Note
|
Amount of increase in Principal Amount of this Global Note
|
Principal Amount of this Global Note following such decrease or increase
|
Signature of authorized signatory of Trustee or Notes Custodian
|
● |
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2040 Notes to the Par Call Date.
|
● |
Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations or (B) if the Independent Investment Banker for the 2040 Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
|
● |
Independent Investment Banker means one of the Reference Treasury Dealers (as defined below) appointed by the Company to act as the “Independent Investment Banker”.
|
● |
Par Call Date means March 25, 2040 (six months prior to the Maturity Date of the 2040 Notes).
|
● |
Reference Treasury Dealer means each of BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC, and Wells
Fargo Securities, LLC and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury Dealer.
|
● |
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on
the third Business Day immediately preceding that Redemption Date.
|
● |
Remaining Scheduled Payments means, with respect to each 2040 Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due from and
including the related Redemption Date, but for such redemption, to but excluding the Par Call Date; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to
such 2040 Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date.
|
● |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding
that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
/s/ Caroline M. Price |
||
Name: Caroline M. Price | |||
Title: Treasurer |
|||
BRITISH AMERICAN TOBACCO P.L.C.
|
|||
By:
|
/s/ Tadeu Marroco |
||
Name: Tadeu Marroco | |||
Title: Director |
|||
B.A.T. NETHERLANDS FINANCE B.V.
|
|||
By:
|
/s/ JEP Bollen |
||
Name: JEP Bollen | |||
Title: Director |
|||
By: |
/s/ HMJ Lina |
||
Name: HMJ Lina | |||
Title: Director |
B.A.T. INTERNATIONAL FINANCE P.L.C.
|
|||
By:
|
/s/ Neil Wadey |
||
Name: Neil Wadey | |||
Title: Director |
|||
REYNOLDS AMERICAN INC.
|
|||
By:
|
/s/ John R. Whitener |
||
Name: John R. Whitener | |||
Title: SVP Controller - Finance and
Accounting and Treasurer
|
|||
CITIBANK, N.A.,
as Trustee
|
|||
By:
|
/s/ Kerry Hehir |
||
Name: Kerry Hehir |
|||
Title: Senior Trust Officer |
|||
No. [●]
|
$[●]
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
|||
Name: |
|||
Title: |
|||
CITIBANK, N.A.,
|
|||
as Authentication Agent
|
|||
By:
|
|||
Authorized Signatory
|
(Insert assignee’s social security or tax I.D. number)
|
(Print or type name, address and zip code of assignee)
|
Date:
|
Your Signature:
|
|||
(Sign exactly as your name appears on the face of this Note) | ||||
|
Signature Guarantee:
|
Date of Exchange
|
Amount of decrease in Principal Amount of this Global Note
|
Amount of increase in Principal Amount of this Global Note
|
Principal Amount of this Global Note following such decrease or increase
|
Signature of authorized signatory of Trustee or Notes Custodian
|
● |
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2050 Notes to the Par Call Date.
|
● |
Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations or (B) if the Independent Investment Banker for the 2050 Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
|
● |
Independent Investment Banker means one of the Reference Treasury Dealers (as defined below) appointed by the Company to act as the “Independent Investment Banker”.
|
● |
Par Call Date means March 25, 2050 (six months prior to the Maturity Date of the 2050 Notes).
|
● |
Reference Treasury Dealer means each of BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC and Wells
Fargo Securities, LLC and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury Dealer.
|
● |
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on
the third Business Day immediately preceding that Redemption Date.
|
● |
Remaining Scheduled Payments means, with respect to each 2050 Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due from and
including the related Redemption Date, but for such redemption, to but excluding the Par Call Date; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to
such 2050 Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date.
|
● |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding
that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
/s/ Caroline M. Price |
||
Name: Caroline M. Price | |||
Title: Treasurer |
|||
BRITISH AMERICAN TOBACCO P.L.C.
|
|||
By:
|
/s/ Tadeu Marroco |
||
Name: Tadeu Marroco | |||
Title: Director |
|||
B.A.T. NETHERLANDS FINANCE B.V.
|
|||
By:
|
/s/ JEP Bollen |
||
Name: JEP Bollen | |||
Title: Director |
|||
By: |
/s/ HMJ Lina |
||
Name: HMJ Lina | |||
Title: Director |
B.A.T. INTERNATIONAL FINANCE P.L.C.
|
|||
By:
|
/s/ Neil Wadey |
||
Name: Neil Wadey | |||
Title: Director |
|||
REYNOLDS AMERICAN INC.
|
|||
By:
|
/s/ John R. Whitener |
||
Name: John R. Whitener | |||
Title: SVP Controller - Finance and
Accounting and Treasurer
|
|||
CITIBANK, N.A.,
as Trustee
|
|||
By:
|
/s/ Kerry Hehir |
||
Name: Kerry Hehir |
|||
Title: Senior Trust Officer |
|||
No. [●]
|
$[●]
|
B.A.T CAPITAL CORPORATION
|
|||
By:
|
|||
Name: |
|||
Title: |
|||
CITIBANK, N.A.,
|
|||
as Authentication Agent
|
|||
By:
|
|||
Authorized Signatory
|
(Insert assignee’s social security or tax I.D. number)
|
(Print or type name, address and zip code of assignee)
|
Date:
|
Your Signature:
|
|||
(Sign exactly as your name appears on the face of this Note) | ||||
|
Signature Guarantee:
|
Date of Exchange
|
Amount of decrease in Principal Amount of this Global Note
|
Amount of increase in Principal Amount of this Global Note
|
Principal Amount of this Global Note following such decrease or increase
|
Signature of authorized signatory of Trustee or Notes Custodian
|
● |
Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2026 Notes to the Par Call Date.
|
● |
Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations or (B) if the Independent Investment Banker for the 2026 Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
|
● |
Independent Investment Banker means one of the Reference Treasury Dealers (as defined below) appointed by the Company to act as the “Independent Investment Banker”.
|
● |
Par Call Date means February 25, 2026 (one month prior to the Maturity Date of the 2026 Notes).
|
● |
Reference Treasury Dealer means each of BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC and Wells
Fargo Securities, LLC and their respective successors and two other nationally recognized investment banking firms that are Primary Treasury Dealers specified from time to time by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor
another nationally recognized investment banking firm that is a Primary Treasury Dealer.
|
● |
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on
the third Business Day immediately preceding that Redemption Date.
|
● |
Remaining Scheduled Payments means, with respect to each 2026 Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due from and
including the related Redemption Date, but for such redemption, to but excluding the Par Call Date; provided, however, that if that Redemption Date is not an Interest Payment Date with respect to
such 2026 Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date.
|
● |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding
that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.
|
B.A.T. INTERNATIONAL FINANCE P.L.C.
|
|||
By:
|
/s/ Neil Wadey |
||
Name: Neil Wadey | |||
Title: Director |
|||
BRITISH AMERICAN TOBACCO P.L.C.
|
|||
By:
|
/s/ Tadeu Marroco |
||
Name: Tadeu Marroco | |||
Title: Director |
|||
B.A.T. NETHERLANDS FINANCE B.V.
|
|||
By:
|
/s/ JEP Bollen |
||
Name: JEP Bollen | |||
Title: Director |
|||
By: |
/s/ HMJ Lina |
||
Name: HMJ Lina | |||
Title: Director |
B.A.T CAPITAL CORPORATION
|
|||
By:
|
/s/ Caroline M. Price |
||
Name: Caroline M. Price | |||
Title: Treasurer |
|||
REYNOLDS AMERICAN INC.
|
|||
By:
|
/s/ John R. Whitener |
||
Name: John R. Whitener | |||
Title: SVP Controller - Finance and
Accounting and Treasurer
|
|||
CITIBANK, N.A.,
as Trustee
|
|||
By:
|
/s/ Kerry Hehir |
||
Name: Kerry Hehir | |||
Title: Senior Trust Officer |
|||
No. [●]
|
$[●]
|
B.A.T. INTERNATIONAL FINANCE P.L.C.
|
|||
By:
|
|||
Name: |
|||
Title: |
|||
CITIBANK, N.A.,
|
|||
as Authentication Agent
|
|||
By:
|
|||
Authorized Signatory
|
(Insert assignee’s social security or tax I.D. number)
|
(Print or type name, address and zip code of assignee)
|
Date:
|
Your Signature:
|
|||
(Sign exactly as your name appears on the face of this Note) | ||||
|
Signature Guarantee:
|
Date of Exchange
|
Amount of decrease in Principal Amount of this Global Note
|
Amount of increase in Principal Amount of this Global Note
|
Principal Amount of this Global Note following such decrease or increase
|
Signature of authorized signatory of Trustee or Notes Custodian
|
Very truly yours,
|
|
/s/ Cravath, Swaine & Moore LLP
|
|
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (+44) 20 7456 2000
Facsimile (+44) 20 7456 2222
DX Box Number 10 CDE
|
To:
|
British American Tobacco p.l.c. |
Globe House | |
4 Temple Place | |
London WC2R 2PG |
25 September 2020
|
Our Ref
|
L-302977
|
1 |
We have acted as English legal advisers to the Issuers and the Guarantors in connection with the issue of the Notes and the giving of the guarantees (the “Guarantees”) by the Guarantors in respect of
the Notes and have taken instructions solely from the Issuers and the Guarantors.
|
2 |
This opinion is limited to English law as applied by the English courts and in effect on the date of this opinion. It is given on the basis that it, and all matters relating to it, will be governed by, and that it (including all terms used
in it) will be construed in accordance with, English law. In particular, we express no opinion herein with regard to any system of law (including, for the avoidance of doubt, the federal laws of the United States of America and the laws of
the State of New York) other than the laws of England as currently applied by the English courts.
|
3 |
For the purpose of this opinion we have examined the documents listed and, where appropriate, defined in the Schedule to this opinion.
|
4 |
We have assumed that:
|
4.1 |
all copy documents conform to the originals and all originals are genuine and complete
|
4.2 |
each signature is the genuine signature of the individual concerned
|
4.3 |
(except in the case of BATIF and British American Tobacco) all relevant documents are within the capacity and powers of, and have been validly authorised by, each party
|
4.4 |
(in the case of each party) all relevant documents have been or (in the case of the Notes and the Guarantees) will be validly executed and delivered by the relevant party
|
4.5 |
each of the meetings of the Board of Directors of British American Tobacco held on 3 June 2019 and 29 July 2020 and the meetings of the Board of Directors of BATIF held on 17 June 2019 and 18 September 2020, respectively, (in respect of
which a certified extract of each of the Minutes has been supplied to us) was duly convened, constituted and quorate and the resolutions referred to in each of the Minutes were validly passed and remain in full force and effect without
modification and
|
4.6 |
each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents have the
same meaning and effect as they would if those documents were governed by English law.
|
5 |
References in this opinion to:
|
5.1 |
the “Programme Documents” are to the Underwriting Agreements and the Indentures.
|
6 |
Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 7 below and to any matters not disclosed to us, we are of the following opinion:
|
6.1 |
BATIF has been incorporated and is existing as a company with limited liability under the laws of England.
|
6.2 |
BATIF has corporate power to enter into and to perform its obligations under the Programme Documents and has taken all necessary corporate action to authorise its execution, delivery and performance of the Programme Documents.
|
6.3 |
British American Tobacco has been incorporated and is existing as a company with limited liability under the laws of England.
|
6.4 |
British American Tobacco has corporate power to enter into and to perform its obligations under the Programme Documents and has taken all necessary corporate action to authorise its execution, delivery and performance of the Programme
Documents.
|
7 |
This opinion is subject to the following:
|
7.1 |
It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration
Statement or the Prospectus Supplement, or that no material facts have been omitted from them.
|
7.2 |
We express no opinion as to compliance or otherwise with any financial limitations on borrowings or the giving of guarantees by BATIF contained in BATIF’s Articles of Association or any financial limitations on borrowings or the giving of
guarantees by British American Tobacco contained in British American Tobacco’s Articles of Association.
|
7.3 |
We express no opinion as to compliance or otherwise with the limitation on the maximum aggregate principal amount of the debt securities which have been authorised by BATCAP and BATIF with respect to the Registration Statement.
|
7.4 |
To the extent it relates to United Kingdom stamp duties any undertaking or indemnity may be void under Section 117 of the Stamp Act 1891.
|
7.5 |
An English court may refuse to give effect to any contractual provision concerning payment of the costs of enforcement or litigation brought before an English court.
|
7.6 |
An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere.
|
7.7 |
Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be or have been performed, in so far as those provisions render the performance of the contract
unlawful. In such circumstances, the relevant obligations may not be enforceable.
|
7.8 |
The English courts may have regard to the law of the country in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.
|
7.9 |
The English courts may not be restricted from applying overriding provisions of English law and if there is a provision of New York law that is manifestly incompatible with English public policy, it is possible that the English courts may
not apply it.
|
8 |
This opinion is given on the basis that there will be no amendment to or termination or replacement of the documents, authorisations, consents and opinions referred to in the Schedule to this opinion. This opinion is also given on the
basis that we undertake no responsibility to notify any addressee of this opinion of any change in English law after the date of this opinion, including any change occurring on or following IP completion day, as defined in the European Union
(Withdrawal) Act 2018.
|
9 |
This opinion is addressed to you solely for your benefit in connection with the filing of the Prospectus Supplement. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted
or referred to in any public document or filed with anyone without our express consent.
|
10 |
We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to British American Tobacco’s current report on Form 6-K filed on 25
September 2020 and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to us made under the heading “Legal Matters” in the prospectus constituting a part of the Registration
Statement and the Prospectus Supplement. In giving this consent we do not admit that we are within the category of persons whose consent is required within section 7 of the United States Securities Act of 1933 or the rules and regulations of
the SEC thereunder.
|
/s/ Linklaters LLP
|
Linklaters LLP
|
|
1 |
A certified copy of the Memorandum and Articles of Association of BATIF.
|
2 |
A certified extract of the Minutes of a Meeting of the Board of Directors of BATIF held on 17 June 2019 and on 18 September 2020.
|
3 |
A certified copy of the Memorandum and Articles of Association of British American Tobacco.
|
4 |
A certified extract from the Minutes of a Meeting of the Board of Directors of British American Tobacco held on (i) 3 June 2019 and (ii) 29 July 2020.
|
5 |
A copy of the Prospectus Supplement dated 22 September 2020 (the “Prospectus Supplement”).
|
6 |
Registration Statement on Form F-3 dated 17 July 2019, as amended by Post-Effective Amendment No.1 dated 27 March 2020 (the “Registration Statement”).
|
7 |
Underwriting Agreement dated 22 September 2020 between BATCAP, the Guarantors, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, NatWest Markets Securities Inc., SG Americas Securities, LLC. and Wells Fargo
Securities, LLC (the “Underwriters”) relating to the purchase and sale of the Notes issued by BATCAP (the “BATCAP Underwriting
Agreement”).
|
8 |
Underwriting Agreement dated 22 September 2020 (the “Underwriting Agreement”) between BATIF, the Guarantors and BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC,
NatWest Markets Securities Inc., SG Americas Securities, LLC. and Wells Fargo Securities, LLC (the “Underwriters”) relating to the purchase and sale of the Notes issued by BATIF (the “BATIF Underwriting Agreement”, together with the BATCAP Underwriting Agreement, the “Underwriting Agreements”).
|
9 |
Indenture dated 6 September 2019 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as initial paying agent, authentication agent, transfer agent, registrar and
calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”,
“Transfer Agent”, “Registrar” and “Calculation Agent”)
relating to the Notes issued by BATCAP (the “BATCAP Base Indenture”).
|
10 |
Indenture dated 25 September 2020 between BATIF, as Issuer, British American Tobacco, BATCAP, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as initial paying agent, authentication agent, transfer agent, registrar and
calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”,
“Transfer Agent”, “Registrar” and “Calculation Agent”)
relating to the Notes issued by BATIF (the “BATIF Base Indenture”).
|
11 |
Supplemental Indenture No. 8 dated 25 September 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent,
registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$1,750,000,000 2.259 per cent. Notes due 2028 (the “2028 Notes Indenture”).
|
12 |
Supplemental Indenture No. 9 dated 25 September 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent,
registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$1,250,000,000 2.276 per cent. Notes due 2031 (the “2031 Notes Indenture”).
|
13 |
Supplemental Indenture No. 10 dated 25 September 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent,
registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$750,000,000 3.734 per cent. Notes due 2040 (the “2040 Notes Indenture”).
|
14 |
Supplemental Indenture No. 11 dated 25 September 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent,
registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$1,000,000,000 3.984% Notes due 2050 (the “2050 Notes Indenture”).
|
15 |
Supplemental Indenture No. 1 dated 25 September 2020 between BATIF, as Issuer, British American Tobacco, BATCAP, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent,
registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$1,500,000,000 1.668 per cent. Notes due 2026 (the “2050 Notes Indenture”, and together with the BATCAP Base Indenture, the BATIF Base
Indenture, the 2028 Notes Indenture, the 2031 Notes Indenture, the 2040 Notes Indenture and the 2050 Notes Indenture, the “Indentures”).
|
B.A.T. Netherlands Finance B.V.
Handelsweg 53A 1181 ZA Amsterdam
|
Stibbe N.V.
Advocaten en notarissen
Beethovenplein 10
P.O. Box 75640
1070 AP Amsterdam
The Netherlands
T +31 20 546 0 606
F +31 20 546 0 123
www.stibbe.com
Date
25 September 2020
|
||
Shelf Programme – September 2020 issuance
|
(1) |
We have acted as counsel with respect to matters of the laws of the Netherlands to B.A.T. Netherlands Finance B.V. (the “Guarantor”) in connection with the registration statement on Form F-3 under
the Securities Act of 1933 of the United States dated 17 July 2019 (the “Registration Statement”) in relation to the registration of the offer and sale, from time to time, of debt securities by B.A.T
Capital Corporation (“BATCAP”) and B.A.T. International Finance p.l.c. (“BATIF”).
|
(2) |
For the purpose of this opinion, we have examined and exclusively relied upon photocopies or copies received by fax or by electronic means, or originals if so expressly stated, of the following documents:
|
(a) |
the prospectus supplement dated 22 September 2020 supplementing the Registration Statement;
|
(b) |
the underwriting agreement by and among (1) the underwriters named in schedule 1 thereto, (2) BATCAP (as issuer), (3) British American Tobacco p.l.c. (as parent) (the “Parent Guarantor”) and (4)
BATIF, the Guarantor and Reynolds American Inc. (“RAI”) (as guarantors) dated 22 September 2020;
|
(c) |
the underwriting agreement by and among (1) the underwriters named in schedule 1 thereto, (2) BATIF (as issuer), (3) the Parent Guarantor (as parent) and (4) BATCAP, the Guarantor and RAI (as guarantors) dated 22 September 2020;
|
(d) |
the base indenture by and among (1) BATCAP (as issuer), (2) the Parent Guarantor, BATIF, the Guarantor and RAI (as guarantors), (3) Citibank, N.A. (“Citibank”) (as trustee) and (4) Citibank (as
authentication agent, transfer agent, registrar, calculation agent and initial paying agent) dated 6 September 2019 (the “BATCAP Base Indenture”);
|
(e) |
the base indenture by and among (1) BATIF (as issuer), (2) the Parent Guarantor, BATCAP, the Guarantor and RAI (as guarantors), (3) Citibank (as trustee) and (4) Citibank (as registrar, transfer agent, calculation agent and initial paying
agent) dated 25 September 2020 (the “BATIF Base Indenture”);
|
(f) |
the supplemental indenture no. 8 relating to the $1,750,000,000 2.259% Notes due 2028 by and among (1) BATCAP (as issuer), (2) the Parent Guarantor, BATIF, the Guarantor and RAI (as guarantors) and (3) Citibank (as trustee) dated 25
September 2020;
|
(g) |
the supplemental indenture no. 9 relating to the $1,250,000,000 2.726% Notes due 2031 by and among (1) BATCAP (as issuer), (2) the Parent Guarantor, BATIF, the Guarantor and RAI (as guarantors) and (3) Citibank (as trustee) dated 25
September 2020;
|
(h) |
the supplemental indenture no. 10 relating to the $750,000,000 3.734% Notes due 2040 by and among (1) BATCAP (as issuer), (2) the Parent Guarantor, BATIF, the Guarantor and RAI (as guarantors) and (3) Citibank (as trustee) dated 25
September 2020;
|
(i) |
the supplemental indenture no. 11 relating to the $1,000,000,000 3.984% Notes due 2050 by and among (1) BATCAP (as issuer), (2) the Parent Guarantor, BATIF, the Guarantor and RAI (as guarantors) and (3) Citibank (as trustee) dated 25
September 2020;
|
(j) |
the supplemental indenture no. 1 relating to the $1,500,000,000 1.668% Notes due 2026 by and among (1) BATIF (as issuer), (2) the Parent Guarantor, BATCAP, the Guarantor and RAI (as guarantors) and (3) Citibank (as trustee) dated 25
September 2020 (the “BATIF Supplemental Indenture”);
|
(k) |
extracts from the Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling Handelsregister) relating to the Guarantor dated 6 September 2019 (the “2019
Extract”) and dated the date hereof (the “Current Extract” and together with the 2019 Extract, the “Extracts”);
|
(l) |
the deed of incorporation of the Guarantor dated 23 April 2014 including its articles of association (statuten), which according to the Current Extract are the articles of association of the
Guarantor as currently in force;
|
(m) |
the minutes of a meeting of the managing board of the Guarantor held on 12 June 2019 reflecting resolutions approving, inter alia, the execution by the Guarantor of the BATCAP Base Indenture and
the performance of its obligations thereunder;
|
(n) |
the minutes of a meeting of the managing board of the Guarantor held on 24 August 2020 reflecting resolutions approving, inter alia, the execution by the Guarantor of the Agreements (as defined
below) (other than the BATIF Base Indenture and the BATIF Supplemental Indenture) and the performance of its obligations thereunder; and
|
(o) |
the minutes of a meeting of the managing board of the Guarantor held on 21 September 2020 reflecting resolutions approving, inter alia, the execution by the Guarantor of the BATIF Base Indenture and the BATIF Supplemental Indenture and the
performance of its obligations thereunder.
|
(3) |
The documents listed in paragraphs (2)(b) – (j) (inclusive) are hereinafter collectively also referred to as the “Agreements”. The resolutions listed in paragraphs (2)(m) – (o) are hereinafter
collectively also referred to as the “Resolutions”.
|
(4) |
In rendering this opinion we have assumed:
|
(a) |
the genuineness of all signatures on, and the authenticity and completeness of, all documents submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted to us as
photocopies or copies transmitted by facsimile or by electronic means;
|
(b) |
(i) the power, capacity and authority of all parties thereto other than the Guarantor to enter into and execute the Agreements; (ii) that the Agreements have been duly authorised by all parties thereto other than the Guarantor; and (iii)
that the Agreements have been validly executed and delivered (where such concept is legally relevant) by each of the parties thereto (including but not limited to the Guarantor) under all applicable laws, including the laws by which the
Agreements are expressed to be governed, other than the laws of the Netherlands;
|
(c) |
that any and all authorisations and consents of, or other filings with or notifications to, any public authority or other relevant body or person in or of any jurisdiction which may be required (other than under the laws of the
Netherlands) in respect of the execution or performance of the Agreements have been or will be duly obtained or made, as the case may be;
|
(d) |
that the information set forth in the Extracts was and is complete and accurate on their respective dates and was and is consistent with the information contained in the files kept by the Trade Register with respect to the Guarantor;
|
(e) |
that the Resolution has not been annulled, revoked or rescinded and is in full force and effect as at the date hereof;
|
(f) |
that the Guarantor has not been declared bankrupt (failliet verklaard), granted suspension of payments (surseance van betaling verleend) or dissolved (ontbonden), nor has ceased to exist due to merger (fusie) or demerger (splitsing); although not constituting conclusive
evidence, this assumption is supported by the contents of the Current Extract and by our online search of the Central Insolvency Register of the courts in the Netherlands (Centraal Insolventieregister)
on the date hereof, which did not reveal any information which would render this assumption to be untrue;
|
(g) |
that none of the insolvency proceedings listed in Annex A, as amended, to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings has been declared applicable to the Guarantor by a
court in the United Kingdom or one of the member states of the EU (with the exception of Denmark), other than the Netherlands; although not constituting conclusive evidence, this assumption is supported by our online search of the section on
EU Registrations of the Central Insolvency Register (Centraal Insolventieregister) on the date hereof, which did not reveal any information which would render this assumption to be untrue;
|
(h) |
that none of the members of the managing board of the Guarantor has a conflict of interest within the meaning of section 2:239 of the Civil Code with the Guarantor with respect to any of the Agreements or the transactions contemplated
thereby; and
|
(i) |
that the granting of a guarantee given by the Guarantor with respect to the obligations of BATCAP in clause 9.01 of the BATCAP Base Indenture and with respect to the obligations of BATIF in clause 9.01 of the BATIF Base Indenture can be
regarded as being in the corporate interest of the Guarantor for purposes of section 2:7 of the Civil Code and cannot be regarded as constituting an act of fraudulent conveyance which is subject to challenge pursuant to section 3:45 of the
Civil Code or section 42 of the Bankruptcy Act.
|
(5) |
We have not investigated the laws of any jurisdiction other than the Netherlands. This opinion is limited to matters of the laws of the Netherlands as they presently stand. We do not express any opinion with respect to (i) any public
international law or the rules of or promulgated under any treaty or by any treaty organisation, other than any provisions of EU law having direct effect, (ii) matters of competition law, and (iii) matters of taxation.
|
(6) |
Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents
reviewed by us in the course of our examination referred to above, we are as at the date hereof of the following opinion:
|
(a) |
the Guarantor has been duly incorporated and is validly existing under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
and has the necessary corporate capacity and power to enter into the Agreements and to exercise its rights and perform its obligations thereunder;
|
(b) |
all corporate action required to be taken by the Guarantor to authorise the execution of the Agreements by it or on its behalf and the performance of its obligations thereunder has been duly taken; and
|
(c) |
the Agreements have been duly executed on behalf of the Guarantor.
|
(7) |
This opinion is subject to the following qualifications:
|
(a) |
we express no opinion as to the accuracy of any representations given by the Guarantor or any other party (express or implied) under or by virtue of the Agreements; and
|
(b) |
the opinions expressed above are limited by any applicable bankruptcy (faillissement), suspension of payments (surseance van betaling), insolvency,
moratorium, reorganisation, liquidation, fraudulent conveyance, or similar laws affecting the enforceability of rights of creditors generally (including rights of set-off) in any relevant jurisdiction including but not limited to section 3:45
of the Civil Code and section 42 of the Bankruptcy Act concerning fraudulent conveyance, as well as by any sanctions or measures under the Sanctions Act 1977 (Sanctiewet 1977) or by EU or other
international sanctions.
|
(8) |
In this opinion, Netherlands legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws
of other jurisdictions. This opinion is given by Stibbe N.V. and may only be relied upon under the express condition that (i) any issues of interpretation or liability arising hereunder will be governed by the laws of the Netherlands and will
be brought exclusively before a court of the Netherlands, and (ii) such liability, if any, shall be limited to Stibbe N.V. only, to the exclusion of any of its directors, partners, employees, shareholders and advisors or its or their
affiliates and to the aggregate of the amount paid under Stibbe N.V.’s professional insurance in the particular instance and any applicable deductible payable by Stibbe N.V.
|
(9) |
We assume no obligation to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is addressed
to you and given for your sole benefit for the purposes of the Agreements only and may not be disclosed or quoted to any person other than to your legal advisers or relied upon by any person or be used for any other purpose, without our prior
written consent in each instance.
|
(10) |
We hereby consent to the filing of this opinion as an exhibit to the Parent Guarantor’s current report on Form 6-K filed on 25 September 2020 and to the incorporation by reference of this opinion into the Registration Statement and to the
reference to our firm under the caption “Legal Matters” in the prospectus supplement constituting a part of the Registration Statement. In giving such consent, we do not thereby admit or imply that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission.
|
/s/ Rein van Helden
|
/s/ Jeroen Smits
|
|||
Rein van Helden
|
Jeroen Smits
|
|||
|
|
![]() |
![]() |
|
|
![]() |
|
September 25, 2020
Reynolds American Inc.
401 North Main Street Winston-Salem, NC 27101 |
Re: |
Offering Pursuant to Registration Statement on Form F-3 (File No. 333-232691)
|
September 25, 2020
|
![]() |
Page 2
|
1. |
RAI is a corporation in existence under the laws of the State of North Carolina.
|
2. |
RAI has the corporate power to enter into and perform its obligations under the BATCAP RAI Guarantees and the BATIF RAI Guarantee.
|
3. |
RAI has authorized the execution, delivery, and performance of the BATCAP RAI Guarantees and the BATIF RAI Guarantee by all necessary corporate action.
|
September 25, 2020
|
![]() |
Page 3
|
Very truly yours,
|
||
|
||
/s/ Womble Bond Dickinson (US) LLP | ||
Womble Bond Dickinson (US) LLP
|
||
+CJQ4,A3H954'I0!Q&F>(H_C?XATH0J?[*T.VBU.^3!VG49!MB
MMSD?,(6!*GHZB4="* *OQM\51:CKMCX<:TN]4T[372^U.WLHS*\CLK?9H),<
M*F,M)DC ']-$]Y%;&SGC6,R+]A>"YD2X
MF6*-E0Q)+*DDV%XSAQ\^TB@!?^$JT4 0);S/)(\B/;)8RM*IM_*F;S8EC) 3
M[3%*I(.3*&3+$T 73XST:V^:)V:)UCGEFA@E>&)9U#1R7$J1E(RZX8F0AE3#
MR;4PU %R'Q?I<]S)8QS9N(+M;*2/:^Y9WB:9 1M^XT:L5D_U9*LH;5 4*$(?:Y8#/?=UY &:MJ-EH"+>3H=\K1VR>3"9)7+$^7$H12Q7.X@?=7
M)/&: ,*'Q;H5S(D &)Y)B(X7MW65IV>2";8C)EI(B)%NF7/DQDM*5C<%@"O'
MXB\+Z5:7EW"+>WMM/N8X+QH[;8JS"1$C ;$XNIM\28:,(XCW+-*_
MG.)92H&0"U>^!-1OC*LUZ[F34;:\2Y4B*:-8+3REPD<8BW+.%8(5,=AN9/]7^5 'UK \3QJ8"ICQ\I0@K@<<;>,=N* . ^+?\ R)^K
M_P#7C-_Z#0!'\/\ 7]-@\-:5')=VR.FG6@96GB!4B"/((+Y!!X(/(/!YH X;
MXXW4,D?AVX21&A/B"Q;S RE-HWDMOSMV@
4&@;*E=H!'XVT>ZT7P/>6]W=27M](89)KF4E@9
MY+N DQQD[8[>-B%B@3:JQJ%^\68@&E<>"/$.MA;37M8ANM.\V*2:"WTY;=YA
M#(DJQF8W,Q1&=%W[$WLH*AER30!Q%D=(\0R7]UXLUFXL-3M;NYB-J-2?3UL(
M8I76V,,*21!Q) (YA<.LHE+]3C% &E'K^IS^$]/O)+B8N^M64$5T/WR+YR1J'VYD!(!;EU;Q(-1,D<4S:78(A#-,]P4 +2)$L69%7Y@FYQG9M(!@67CN?51#':6:QW-S)?!8[NX\A4
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MA
$[+4YI9[C>WVE[1Y$.TQM]C=GC4JR'*.7*RJ<[EX&V@!V
MD>$['1K";2HO,EM;EYV=)G+G;/PT0?AO+5/W:9)94 !8D9H 6Q\/RV*A!?WL
MJ)Y2H)#;G:D3AMF1;AG\Q1Y
0#E9=9\+QPI<,ULT4BIL*QE]R.$OE8!$8E!NCN2V-L9978J6Y +3ZGX>BO
M%A;R/M!5]KB(LNV['GR+YX0Q?Z2$$A3S,S84[6.* (!-X:\/) JI;VT=SFXA
M*0MMVE%B:8LB$1IY