British American Tobacco p.l.c 6-K, filed Jan 7, 2020
British American Tobacco p.l.c. (BTI)
6-K
2020-01-07
For: 2020-01-07
View Original
Added on
April 08, 2026
About this 6-K
British American Tobacco p.l.c filed this 6-K on January 7, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
January 07, 2020
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)
(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. as of January 07, 2020.
EXHIBIT INDEX
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Exhibit
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Description
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Exhibit 1
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Press Release entitled “British American Tobacco p.l.c. - Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them”
dated January 07, 2020.
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| Exhibit 2 |
Press Release entitled “TR-1: Notification of major holdings” dated January 07, 2020. | |
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.
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British American Tobacco p.l.c.
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By:
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/s/ Oliver Martin |
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| Name: |
Oliver Martin |
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| Title: |
Assistant Company Secretary |
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Date: January 07, 2020
Exhibit 1
British American Tobacco p.l.c.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
The Company has been notified by the trustee of the British American Tobacco Employee Share Ownership Plan that on 2 January 2020 the following Executive Director and other persons
discharging managerial responsibilities purchased ordinary shares of 25p each in British American Tobacco p.l.c. by way of the Partnership Share Scheme.
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1
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Details of the person discharging managerial responsibilities/person closely associated
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||||
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a)
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Name
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Tadeu Marroco
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2
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Reason for the notification
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||||
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a)
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Position/status
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Finance Director
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b)
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Initial notification /Amendment
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Initial notification
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|||
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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||||
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a)
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Name
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British American Tobacco p.l.c.
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b)
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LEI
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213800FKA5MF17RJKT63
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|||
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4
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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
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||||
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a)
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Description of the financial instrument, type of instrument
Identification code
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Ordinary shares of 25p each
GB0002875804
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b)
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Nature of the transaction
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Purchase of ordinary shares under the Partnership Share Scheme – a HMRC approved Share Incentive Plan
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c)
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Price(s) and volume(s)
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||||
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Price(s)
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Volume(s)
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||||
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£32.75
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5
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||||
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d)
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Aggregated information
- Aggregated volume
- Price
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5
£32.75
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|||
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e)
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Date of the transaction
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2020-01-02
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f)
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Place of the transaction
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London Stock Exchange (XLON)
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1
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Details of the person discharging managerial responsibilities/person closely associated
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||||
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a)
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Name
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Jerome Abelman
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2
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Reason for the notification
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||||
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a)
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Position/status
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Director, Legal & External Affairs and General Counsel
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|||
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b)
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Initial notification /Amendment
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Initial notification
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|||
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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||||
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a)
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Name
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British American Tobacco p.l.c.
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|||
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b)
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LEI
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213800FKA5MF17RJKT63
|
|||
|
4
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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
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||||
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a)
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Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
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b)
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Nature of the transaction
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Purchase of ordinary shares under the Partnership Share Scheme – a HMRC approved Share Incentive Plan
|
|||
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c)
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Price(s) and volume(s)
|
||||
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Price(s)
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Volume(s)
|
||||
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£32.75
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5
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||||
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d)
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Aggregated information
- Aggregated volume
- Price
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5
£32.75
|
|||
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e)
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Date of the transaction
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2020-01-02
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|||
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f)
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Place of the transaction
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London Stock Exchange (XLON)
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1
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Details of the person discharging managerial responsibilities/person closely associated
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||||
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a)
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Name
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Marina Bellini
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2
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Reason for the notification
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||||
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a)
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Position/status
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Director, Digital and Information
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|||
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b)
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Initial notification /Amendment
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Initial notification
|
|||
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
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a)
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Name
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British American Tobacco p.l.c.
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|||
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b)
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LEI
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213800FKA5MF17RJKT63
|
|||
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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
|
||||
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a)
|
Description of the financial instrument, type of instrument
Identification code
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Ordinary shares of 25p each
GB0002875804
|
|||
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b)
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Nature of the transaction
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Purchase of ordinary shares under the Partnership Share Scheme – a HMRC approved Share Incentive Plan
|
|||
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c)
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Price(s) and volume(s)
|
||||
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Price(s)
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Volume(s)
|
||||
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£32.75
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5
|
||||
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d)
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Aggregated information
- Aggregated volume
- Price
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5
£32.75
|
|||
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e)
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Date of the transaction
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2020-01-02
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f)
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Place of the transaction
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London Stock Exchange (XLON)
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|||
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1
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Details of the person discharging managerial responsibilities/person closely associated
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||||
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a)
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Name
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Luciano Comin
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2
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Reason for the notification
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||||
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a)
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Position/status
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Regional Director, Americas and Sub-Saharan Africa
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|||
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b)
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Initial notification /Amendment
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Initial notification
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|||
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
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a)
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Name
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British American Tobacco p.l.c.
|
|||
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b)
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LEI
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213800FKA5MF17RJKT63
|
|||
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4
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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
|
||||
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a)
|
Description of the financial instrument, type of instrument
Identification code
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Ordinary shares of 25p each
GB0002875804
|
|||
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b)
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Nature of the transaction
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Purchase of ordinary shares under the Partnership Share Scheme – a HMRC approved Share Incentive Plan
|
|||
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c)
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Price(s) and volume(s)
|
||||
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Price(s)
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Volume(s)
|
||||
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£32.75
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4
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||||
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d)
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Aggregated information
- Aggregated volume
- Price
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4
£32.75
|
|||
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e)
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Date of the transaction
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2020-01-02
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|||
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f)
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Place of the transaction
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London Stock Exchange (XLON)
|
|||
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1
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Details of the person discharging managerial responsibilities/person closely associated
|
||||
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a)
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Name
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Johan Vandermeulen
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2
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Reason for the notification
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||||
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a)
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Position/status
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Regional Director, Europe and North Africa
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|||
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b)
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Initial notification /Amendment
|
Initial notification
|
|||
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
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a)
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Name
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British American Tobacco p.l.c.
|
|||
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b)
|
LEI
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213800FKA5MF17RJKT63
|
|||
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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
|
||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Purchase of ordinary shares under the Partnership Share Scheme – a HMRC approved Share Incentive Plan
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
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£32.75
|
5
|
||||
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d)
|
Aggregated information
- Aggregated volume
- Price
|
5
£32.75
|
|||
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e)
|
Date of the transaction
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2020-01-02
|
|||
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f)
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Place of the transaction
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London Stock Exchange (XLON)
|
|||
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Name of officer of issuer responsible for making notification: Oliver Martin
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Date of notification: 7 January 2020
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Exhibit 2
British American Tobacco p.l.c.
TR-1: Notification of major holdings
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1a. Identity of the issuer or the underlying issuer of
existing shares to which voting rights are attached:
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British American Tobacco p.l.c.
|
|||||
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
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||||||
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Non-UK issuer
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||||||
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2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
|
||||||
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An acquisition or disposal of voting rights
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X
|
|||||
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An acquisition or disposal of financial instruments
|
||||||
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An event changing the breakdown of voting rights
|
||||||
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Other (please specify):
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||||||
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3. Details of person subject to the notification obligation
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||||||
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Name
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The Capital Group Companies, Inc. (“CGC”)
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|||||
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City and country of registered office (if applicable)
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Los Angeles, CA 90071, USA
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|||||
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4. Full name of shareholder(s) (if different from 3.)
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||||||
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Name
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N/A
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|||||
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City and country of registered office (if applicable)
|
||||||
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5. Date on which the threshold was crossed or reached:
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3 January 2020
|
|||||
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6. Date on which issuer notified (DD/MM/YYYY):
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6 January 2020
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|||||
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7. Total positions of person(s) subject to the notification obligation
|
||||||
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% of voting rights
attached to shares
(total of 8. A)
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% of voting rights
through financial
instruments
(total of 8.B 1 + 8.B 2)
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Total of both in %
(8.A + 8.B)
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Total number of
voting rights of
issuer
|
|||
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Resulting situation on the date on which threshold was crossed or reached
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12.0049%
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0.0000%
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12.0049%
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2,293,875,148
|
||
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Position of previous notification
(if applicable)
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11.0532%
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0.0000%
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11.0532%
|
|||
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
|
||||
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A: Voting rights attached to shares
|
||||
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Class/type of shares
ISIN code (if possible)
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Number of voting rights
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% of voting rights
|
||
|
Direct
(Art 9 of Directive
2004/109/EC) (DTR5.1)
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Indirect
(Art 10 of Directive
2004/109/EC) (DTR5.2.1)
|
Direct
(Art 9 of Directive
2004/109/EC) (DTR5.1)
|
Indirect
(Art 10 of Directive
2004/109/EC) (DTR5.2.1)
|
|
|
Ordinary Shares
(ISIN:GB0002875804)
|
249,434,817
|
10.8739%
|
||
|
ADRs
(ISIN:US1104481072)
|
25,941,762
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1.1309%
|
||
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SUBTOTAL 8. A
|
275,376,579
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12.0049%
|
||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
|
||||
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Type of financial
instrument |
Expiration date
|
Exercise/
Conversion Period
|
Number of voting rights that may
be acquired if the instrument is
exercised/converted.
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% of voting rights
|
|
N/A
|
||||
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SUBTOTAL 8. B 1
|
||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
|
|||||
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Type of financial instrument
|
Expiration date
|
Exercise/
Conversion Period
|
Physical or cash settlement
|
Number of voting rights
|
% of voting rights
|
|
N/A
|
|||||
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SUBTOTAL 8.B.2
|
|||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
|
||||
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Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying)
issuer
|
||||
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Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
|
X
|
|||
|
Name
|
% of voting rights if it
equals or is higher than the
notifiable threshold
|
% of voting rights through
financial instruments if it
equals or is higher than the
notifiable threshold
|
Total of both if it equals
or is higher than the
notifiable threshold
|
|
|
The Capital Group Companies, Inc.
Holdings by CG Management companies are set out below:
|
12.0049%
|
0.0000%
|
12.0049%
|
|
|
● Capital Bank & Trust Company2
|
||||
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● Capital International, Inc.1
|
||||
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● Capital International Limited1
|
||||
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● Capital International Sàrl1
|
||||
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● Capital Research and Management Company2
|
11.7498%
|
0.0000%
|
11.7498%
|
|
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1Indirect subsidiaries of Capital Research and Management Company.
2Subsidiary of The Capital Group Companies, Inc.
|
||||
|
|
||||
|
10. In case of proxy voting, please identify:
|
||||
|
Name of the proxy holder
|
N/A
|
|||
|
The number and % of voting rights held
|
N/A
|
|||
|
The date until which the voting rights will be held
|
N/A
|
|||
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11. Additional information
|
|
The Capital Group Companies, Inc. (“CGC”) is the parent company of Capital Research and Management Company (“CRMC”) and Capital Bank & Trust Company (“CB&T”). CRMC is a U.S.-based investment management
company that serves as investment manager to the American Funds family of mutual funds, other pooled investment vehicles, as well as individual and institutional clients. CRMC and its investment manager affiliates manage equity assets for
various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC is the parent company of Capital Group International, Inc. (“CGII”), which in turn is
the parent company of four investment management companies (“CGII management companies”): Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. CGII management companies and
CB&T primarily serve as investment managers to institutional and high net worth clients. CB&T is a U.S.-based investment management company that is a registered investment adviser and an affiliated federally chartered bank.
Neither CGC nor any of its affiliates own shares of your company for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one
or more of the investment management companies described above.
|
|
Place of completion
|
Los Angeles, CA, USA
|
|
Date of completion
|
6 January 2020
|
Name of duly authorised officer of issuer responsible for making notification:
O Martin
Assistant Secretary
British American Tobacco p.l.c.
7 January 2020
Enquiries:
Investor Relations
Mike Nightingale/Rachael Brierley/John Harney
+44 20 7845 1180/1519/1263