British American Tobacco p.l.c 6-K, filed Feb 18, 2020
British American Tobacco p.l.c. (BTI)
6-K
2020-02-18
For: 2020-02-18
View Original
Added on
April 08, 2026
About this 6-K
British American Tobacco p.l.c filed this 6-K on February 18, 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
February 18, 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 February 18, 2020.
EXHIBIT INDEX
|
Exhibit
|
|
Description
|
|
Exhibit 1
|
|
Press Release entitled “NOTICE OF DELISTING” dated February 18, 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.
|
British American Tobacco p.l.c.
|
||||
|
|
By:
|
/s/ Oliver Martin |
||
| Name: |
Oliver Martin | |||
| Title: |
Assistant Company Secretary |
|||
Date: February 18, 2020
Exhibit 1
NOTICE OF DELISTING
to the holders of
B.A.T CAPITAL CORPORATION
(the “Issuer”)
2.764% Notes due 2022
3.222% Notes due 2024
3.557% Notes due 2027
4.390% Notes due 2037
4.540% Notes due 2047
Floating Rate Notes due 2020
Floating Rate Notes due 2022
(together, the “Notes”)
|
CUSIP Numbers*
|
ISINs*
|
|
|
2.764% Notes due 2022
|
05526DAV7; 05526DAU9; U05526AG0
|
US05526DAV73; US05526DAU90; USU05526AG09
|
|
3.222% Notes due 2024
|
05526DAZ8; 05526DAY1; U05526AJ4
|
US05526DAZ87; US05526DAY13; US05526AJ48
|
|
3.557% Notes due 2027
|
05526DBB0; 05526DBA2; U05526AK1
|
US05526DBB01; US05526DBA28; USU05526AK11
|
|
4.390% Notes due 2037
|
05526DBD6; 05526DBC8; U05526AL9
|
US05526DBD66; US05526DBC83; USU05526AL93
|
|
4.540% Notes due 2047
|
05526DBF1; 05526DBE4; U05526AM7
|
US05526DBF15; US05526DBE40; USU05526AM76
|
|
Floating Rate Notes due 2020
|
05526DAT2; 05526DAS4; U05526AF2
|
US05526DAT28; US05526DAS45; USU05526AF26
|
|
Floating Rate Notes due 2022
|
05526DAX3; 05526DAW5; U05526AH8
|
US05526DAX30; US05526DAW56; USU05526AH81
|
NOTICE IS HEREBY GIVEN to holders of the outstanding Notes of the Issuer that the Issuer has decided to cancel the listing on the Official List of the Financial Conduct Authority
(the “Delisting”) of all of the outstanding Notes. Following the Delisting, the Notes will no longer be admitted to trading on the Professional Securities Market of the London Stock Exchange.
The Delisting and the withdrawal of the Notes from trading on the Professional Securities Market of the London Stock Exchange will be effective on 18 March 2020. Citibank, N.A. acts as authentication agent, paying agent, transfer agent, registrar and
calculation agent under the Notes.
The Issuer has instructed the Depository Trust Company, as registered holder of the Notes for the benefit of its participants, to automatically migrate the portion of each series of
Notes represented by the CUSIPs listed below such that each series of Notes is only represented by the Final CUSIPs listed below (the “Migration”). The Migration will be effective on or about
18 March 2020.
|
Series of Notes
|
CUSIP Numbers (to-be-migrated)*
|
Final CUSIP Number*
|
|
2.764% Notes due 2022
|
05526DAU9; U05526AG0
|
05526DAV7
|
|
3.222% Notes due 2024
|
05526DAY1; U05526AJ4
|
05526DAZ8
|
|
3.557% Notes due 2027
|
05526DBA2; U05526AK1
|
05526DBB0
|
|
4.390% Notes due 2037
|
05526DBC8; U05526AL9
|
05526DBD6
|
|
4.540% Notes due 2047
|
05526DBE4; U05526AM7
|
05526DBF1
|
|
Floating Rate Notes due 2020
|
05526DAS4; U05526AF2
|
05526DAT2
|
|
Floating Rate Notes due 2022
|
05526DAW5; U05526AH8
|
05526DAX3
|
* These CUSIP numbers and ISINs are included solely for the convenience of the holders. Neither the Issuer nor the Paying Agent shall be responsible for the selection or use of
any CUSIP number or ISIN, nor is any representation made as to its correctness or accuracy printed on any Note or as referred to in any notice.
The Issuer has applied to list the Notes on the New York Stock Exchange (the “Relisting”). The Relisting will be effective
on 18 March 2020. None of the Delisting, the Migration or the Relisting will affect the terms of the Notes and the guarantees.
For and on behalf of
B.A.T Capital Corporation
18 February 2020
Enquiries:
Investor Relations
Mike Nightingale / Rachael Brierley / John Harney
+44 (0) 20 7845 1180 / 1519 / 1263
Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
Forward looking statements
This announcement contains certain forward-looking statements, including “forward-looking” statements made within the meaning of Section 21E of the United States Securities Exchange
Act of 1934. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,”
“positioned,” “strategy,” “outlook”, “target” and similar expressions. These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity,
prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the British American Tobacco Group (the “Group”)
operates.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual future financial condition,
performance and results to differ materially from the plans, goals, expectations and results expressed in the forward-looking statements and other financial and/or statistical data within this announcement. Among the key factors that could cause
actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and
regulation; changes in domestic or international tax laws and rates and the impact of an unfavourable ruling by a tax authority in a disputed area; adverse litigation and dispute outcomes and the effect of such outcomes on the Group’s financial
condition; changes or differences in domestic or international economic or political conditions; adverse decisions by domestic or international regulatory bodies; the impact of market size reduction and consumer down-trading; translational and
transactional foreign exchange rate exposure; the impact of serious injury, illness or death in the workplace; the ability to maintain credit ratings and to fund the business under the current capital structure; the inability to develop,
commercialise and deliver New Category products; and changes in the market position, businesses, financial condition, results of operations or prospects of the Group.
It is believed that the expectations reflected in this announcement are reasonable but they may be affected by a wide range of variables that could cause actual results to differ
materially from those currently anticipated. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at
the date of preparation of this announcement and the Group undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue
reliance on such forward-looking statements.
No statement in this communication is intended to be a profit forecast and no statement in this communication should be interpreted to mean that earnings per share of British
American Tobacco p.l.c. (“BAT”) for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAT.
Additional information concerning these and other factors can be found in BAT’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 20-F filed on 15 March 2019 and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov, and BAT’s Annual Reports, which may be obtained
free of charge from the British American Tobacco website www.bat.com.
2