British American Tobacco p.l.c 6-K, filed Mar 30, 2021
British American Tobacco p.l.c. (BTI)
6-K
2021-03-30
For: 2021-03-30
View Original
Added on
April 08, 2026
About this 6-K
British American Tobacco p.l.c filed this 6-K on March 30, 2021.
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 Exchange Act of 1934
March 30, 2021
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 30, 2021.
EXHIBIT INDEX
|
Exhibit
|
|
Description
|
|
Exhibit 1
|
|
Press Release entitled “Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them” dated March 30, 2021.
|
|
|
||
| Exhibit 2 |
Press Release entitled “British American Tobacco p.l.c. - TR-1: Notification of major holdings” dated March 30, 2021. | |
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 Secretary
|
|||
Date: March 30, 2021
Exhibit 1
British American Tobacco p.l.c. (the “Company”)
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
On 26 March and 29 March 2021 the independent Trustee of the British American Tobacco Group Employee Trust released the following number of British American Tobacco p.l.c. 25p ordinary shares (the “Shares”) granted to
the following persons discharging managerial responsibilities under the 2018 Long-Term Incentive Plan (“2018 Award”). Subsequent sales of shares are also set out below.
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a)
|
Name
|
Tadeu Marroco
|
|||
|
2
|
Reason for the notification
|
||||
|
a)
|
Position/status
|
Finance and Transformation Director
|
|||
|
b)
|
Initial notification/Amendment
|
Initial notification
|
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
British American Tobacco p.l.c.
|
|||
|
b)
|
LEI
|
213800FKA5MF17RJKT63
|
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
|
||||
|
Transaction 1
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2018 Award)
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£nil
|
15,310
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
15,310
£nil
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Transaction 2
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£27.8650
|
7,354
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
7,354
£27.8650
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a)
|
Name
|
Luciano Comin
|
|||
|
2
|
Reason for the notification
|
||||
|
a)
|
Position/status
|
Regional Director, Americas and Sub-Saharan Africa
|
|||
|
b)
|
Initial notification/Amendment
|
Initial notification
|
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
British American Tobacco p.l.c.
|
|||
|
b)
|
LEI
|
213800FKA5MF17RJKT63
|
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
|
||||
|
Transaction 1
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2018 Award)
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£nil
|
5,589
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
5,589
£nil
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Transaction 2
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£28.0564
|
2,682
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
2,682
£28.0564
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a)
|
Name
|
Kingsley Wheaton
|
|||
|
2
|
Reason for the notification
|
||||
|
a)
|
Position/status
|
Chief Marketing Officer
|
|||
|
b)
|
Initial notification/Amendment
|
Initial notification
|
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
British American Tobacco p.l.c.
|
|||
|
b)
|
LEI
|
213800FKA5MF17RJKT63
|
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
|
||||
|
Transaction 1
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2018 Award)
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£nil
|
17,398
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
17,398
£nil
|
|||
|
e)
|
Date of the transaction
|
2021-03-26
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Transaction 2
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£27.6051
|
8,352
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
8,352
£27.6051
|
|||
|
e)
|
Date of the transaction
|
2021-03-26
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a)
|
Name
|
David O’Reilly
|
|||
|
2
|
Reason for the notification
|
||||
|
a)
|
Position/status
|
Director, Scientific Research
|
|||
|
b)
|
Initial notification/Amendment
|
Initial notification
|
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
British American Tobacco p.l.c.
|
|||
|
b)
|
LEI
|
213800FKA5MF17RJKT63
|
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
|
||||
|
Transaction 1
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2018 Award)
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£nil
|
13,205
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
13,205
£nil
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Transaction 2
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£27.7959
|
6,343
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
6,343
£27.7959
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a)
|
Name
|
Guy Meldrum
|
|||
|
2
|
Reason for the notification
|
||||
|
a)
|
Position/status
|
President and CEO, Reynolds American Inc.
|
|||
|
b)
|
Initial notification/Amendment
|
Initial notification
|
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
British American Tobacco p.l.c.
|
|||
|
b)
|
LEI
|
213800FKA5MF17RJKT63
|
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
|
||||
|
Transaction 1
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2018 Award)
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£nil
|
5,997
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
5,997
£nil
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Transaction 2
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£28.1858
|
2,778
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
2,778
£28.1858
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
1
|
Details of the person discharging managerial responsibilities / person closely associated
|
||||
|
a)
|
Name
|
Michael Dijanosic
|
|||
|
2
|
Reason for the notification
|
||||
|
a)
|
Position/status
|
Regional Director, Asia Pacific and Middle East
|
|||
|
b)
|
Initial notification/Amendment
|
Initial notification
|
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a)
|
Name
|
British American Tobacco p.l.c.
|
|||
|
b)
|
LEI
|
213800FKA5MF17RJKT63
|
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
|
||||
|
Transaction 1
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Exercise of options under the British American Tobacco Long-Term Incentive Plan (2018 Award)
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£nil
|
3,616
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
3,616
£nil
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Transaction 2
|
|||||
|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of 25p each
GB0002875804
|
|||
|
b)
|
Nature of the transaction
|
Sale of shares to meet tax liability arising on exercise of Long-Term Incentive Plan options
|
|||
|
c)
|
Price(s) and volume(s)
|
||||
|
Price(s)
|
Volume(s)
|
||||
|
£27.8850
|
2
|
||||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
2
£27.8850
|
|||
|
e)
|
Date of the transaction
|
2021-03-29
|
|||
|
f)
|
Place of the transaction
|
London Stock Exchange (XLON)
|
|||
|
Name of officer of issuer responsible for making notification: Oliver Martin
Date of notification: 30 March 2021
|
Exhibit 2
British American Tobacco p.l.c.
TR-1: Notification of major holdings
|
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights
are attachedii:
|
British American Tobacco p.l.c.
|
|||||
|
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
|
||||||
|
Non-UK issuer
|
||||||
|
2. Reason for the notification (please mark the
appropriate box or boxes with an “X”)
|
||||||
|
An acquisition or disposal of voting rights
|
X
|
|||||
|
An acquisition or disposal of financial instruments
|
X
|
|||||
|
An event changing the breakdown of voting rights
|
||||||
|
Other (please specify)iii:
|
||||||
|
3. Details of person subject to the notification obligationiv
|
||||||
|
Name
|
The Capital Group Companies, Inc. (“CGC”)
|
|||||
|
City and country of registered office (if applicable)
|
Los Angeles, USA
|
|||||
|
4. Full name of shareholder(s) (if different from 3)v
|
||||||
|
Name
|
N/A
|
|||||
|
City and country of registered office (if applicable)
|
||||||
|
5. Date on which the threshold was crossed or reachedvi:
|
26 March 2021
|
|||||
|
6. Date on which issuer notified (DD/MM/YYYY):
|
29 March 2021
|
|||||
|
7. Total positions of person(s) subject to the notification obligation
|
||||||
|
% of voting rights attached to shares
(total of 8. A)
|
% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)
|
Total of both in %
(8.A + 8.B)
|
Total number of voting rights of issuervii
|
|||
|
Resulting situation on the date on which threshold was crossed or reached
|
10.9807%
|
0.0210%
|
11.0017%
|
2,294,611,554
|
||
|
Position of previous notification (if applicable)
|
11.1934%
|
0.0008%
|
11.1942%
|
|||
1
|
8. Notified details of the resulting situation on the date on which the threshold was crossed
or reachedviii
|
||||
|
A: Voting rights attached to shares
|
||||
|
Class/type of
shares
ISIN code (if possible)
|
Number of voting rightsix
|
% of voting rights
|
||
|
Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)
|
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)
|
230,572,575
|
10.0484%
|
||
|
ADRs
(ISIN:US1104481072)
|
21,391,105
|
0.9322%
|
||
|
SUBTOTAL 8. A
|
251,963,680
|
10.9807%
|
||
|
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
|
||||
|
Type of financial instrument
|
Expiration datex
|
Exercise/Conversion Periodxi
|
Number of voting rights that may be acquired if the instrument is exercised/converted.
|
% of voting rights
|
|
N/A
|
||||
|
SUBTOTAL 8. B 1
|
||||
|
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
|
|||||
|
Type of financial instrument
|
Expiration datex
|
Exercise/Conversion Periodxi
|
Physical or cash settlementxii
|
Number of voting rights
|
% of voting rights
|
|
Rights to recall lent shares of Depository Receipt
|
N/A
|
N/A
|
Physical settlement
|
408,500 Depository Receipt shares or 408,500 votes on a converted basis
|
0.0178%
|
|
SUBTOTAL 8.B.2
|
408,500
|
0.0178%
|
|||
2
|
9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an “X”)
|
||||
|
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
|
||||
|
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
|
|||
|
Namexv
|
% 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:
|
10.9807%
|
11.0017%
|
||
|
• Capital Bank & Trust Company2
|
||||
|
• Capital International, Inc.1
|
||||
|
• Capital International Limited1
|
||||
|
• Capital International Sàrl1
|
||||
|
• Capital Research and Management Company2
|
10.7300%
|
10.7435%
|
||
|
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
|
|||
3
|
11. Additional informationxvi
|
|
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 the Issuer 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
|
29 March 2021
|
Name of duly authorised officer of issuer responsible for making notification:
O Martin
Assistant Secretary
British American Tobacco p.l.c.
30 March 2021
Enquiries:
Investor Relations
Mike Nightingale/Victoria Buxton/William Houston/John Harney
+44 20 7845 1180/2012/1138/1263
4