British American Tobacco p.l.c 6-K, filed Mar 27, 2020
British American Tobacco p.l.c. (BTI)
6-K
2020-03-27
For: 2020-03-27
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April 08, 2026
About this 6-K
British American Tobacco p.l.c filed this 6-K on March 27, 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
March 27, 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 March 27, 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 “Annual Report for the Year Ended 31 December 2019 and Annual General Meeting 2020” dated March 27, 2020.
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Exhibit 2
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Press Release entitled “TR-1: Notification of major holdings” dated March 27, 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/ Bridget Creegan |
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| Name: |
Bridget Creegan | |||
| Title: |
Deputy Company Secretary |
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Date: March 27, 2020
Exhibit 1
BRITISH AMERICAN TOBACCO p.l.c.
Annual Report for the Year Ended 31 December 2019 and Annual General Meeting 2020
British American Tobacco p.l.c. (the “Company” or “BAT”) reports that the following documents are being mailed and made available to its shareholders (as applicable) today, 27 March
2020. Those documents with a web-link shown are also available to be viewed or downloaded on the British American Tobacco website as indicated:
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(1)
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Annual Report 2019 (including the Strategic Report 2019)(1) www.bat.com/annualreport
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(2)
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Performance Summary 2019 www.bat.com/annualreport
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(3)
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Notice of Annual General Meeting 2020 www.bat.com/AGM
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(4)
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Proxy Form
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(5)
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Proxy Form - South Africa
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(6)
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Voting Instruction Form - South Africa
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In compliance with Listing Rule 9.6.1, copies of each of the above documents(1) will be submitted to the National Storage Mechanism as soon as practicable and will be
available for inspection via the following link: www.morningstar.co.uk/uk/nsm.
Note:
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(1)
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On 26 March 2020, the Company announced that the Annual Report 2019 was published to be viewed or downloaded on the Company’s website and was submitted to the National Storage Mechanism. The
relevant disclosures were also made with reference to the requirements of Rule 6.3.5 of the Disclosure Guidance and Transparency Rules.
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Arrangements for the Annual General Meeting (“AGM”) in light of CoVid-19
BAT is closely monitoring the CoVid-19 situation, including UK Government measures, and will continue to do so in the lead up to the AGM.
In order to ensure the health and safety of shareholders and BAT staff, shareholders should note that the AGM will focus only on those matters required by law and regulation. Aside
from the formal meeting, there will not be the usual refreshments and other opportunities to meet members of the BAT Board and management team informally.
In light of the current UK Government measures on staying at home and away from others (social distancing) to reduce the transmission of CoVid-19, and
specifically the avoidance of gatherings and non-essential use of public transport, shareholders are advised not to attend the meeting in person this year if the measures continue to be the same or even more restrictive.
As such, the Board urges all shareholders to appoint a proxy as early as possible in order to vote on the matters being considered at the meeting.
The situation is developing rapidly and shareholders should note that further changes may need to be put in place at short notice in relation to the AGM this year.
Updates on the status of the AGM and any changes to the proceedings of the meeting will be published on www.bat.com/agm
and announced to the stock market.
Paul McCrory
Company Secretary
27 March 2020
Enquiries:
Press Office
Anna Vickerstaff
+44 (0) 20 7845 2888 (24 hours) | @BATPress
Investor Relations
Mike Nightingale/Victoria Buxton/William Houston/John Harney
+44 20 7845 1180/2012/1138/1263
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 attachedii:
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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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Non-UK issuer
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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)iii:
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3. Details of person subject to the notification obligationiv
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Name
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The Capital Group Companies, Inc. (“CGC”)
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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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4. Full name of shareholder(s) (if different from 3.)v
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Name
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N/A
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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 reachedvi:
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25 March 2020
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6. Date on which issuer notified (DD/MM/YYYY):
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26 March 2020
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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) |
Total of both in %
(8.A + 8.B)
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Total number of voting rights of
issuervii
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Resulting situation on the date on which threshold was crossed or reached
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11.9711%
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0.0000%
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11.9711%
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2,294,183,992
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Position of previous notification (if applicable)
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12.0049%
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0.0000%
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12.0049%
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
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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 rightsix
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% of voting rights
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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)
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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)
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Ordinary Shares
(ISIN:GB0002875804)
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248,458,709
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10.8299%
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ADRs
(ISIN:US1104481072)
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26,180,392
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1.1412%
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SUBTOTAL 8. A
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274,639,101
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11.9711%
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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
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Expiration
datex |
Exercise/
Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is
exercised/converted.
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% of voting rights
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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
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Expiration
datex |
Exercise/
Conversion Period xi |
Physical or cash
settlementxii
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Number of voting rights
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% of voting rights
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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)
issuerxiii
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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 entityxiv (please add additional rows as necessary) |
X
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Namexv
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% of voting rights if it equals or is higher than the notifiable threshold
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% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable threshold
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The Capital Group Companies, Inc.
Holdings by CG Management companies are set out below:
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11.9711%
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0.0000%
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11.9711%
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●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
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11.6630%
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0.0000%
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11.6630%
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1Indirect subsidiaries of Capital Research and Management Company.
2Subsidiary of The Capital Group Companies, Inc.
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10. In case of proxy voting, please identify:
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Name of the proxy holder
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N/A
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The number and % of voting rights held
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N/A
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The date until which the voting rights will be held
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N/A
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11. Additional informationxvi
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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.
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Place of completion
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Los Angeles, CA, USA
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Date of completion
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26 March 2020
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Name of duly authorised officer of issuer responsible for making notification:
B Creegan
Deputy Secretary
British American Tobacco p.l.c.
27 March 2020
Enquiries:
Investor Relations
Mike Nightingale/Victoria Buxton/William Houston/John Harney
Investor Relations
Mike Nightingale/Victoria Buxton/William Houston/John Harney
+44 20 7845 1180/2012/1138/1263