British American Tobacco p.l.c 6-K, filed Apr 1, 2021
British American Tobacco p.l.c. (BTI)
6-K
2021-04-01
For: 2021-04-01
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April 08, 2026
About this 6-K
British American Tobacco p.l.c filed this 6-K on April 1, 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
April 1, 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 April 1, 2021.
The information contained in Exhibit 1 to this Form 6-K is incorporated by reference into the Company’s Form S-8 Registration File Nos. 333-223678, 333-219440 and 333-237186 and Form F-3 Registration Statement File No. 333-232691,
and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.
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 Notice of Board Changes and Withdrawal of AGM Resolution” dated April 1, 2021.
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| Exhibit 2 |
Press Release entitled “Voting Rights and Capital” dated April 1, 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.
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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 Secretary
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Date: April 1, 2021
Exhibit 1
British American Tobacco p.l.c.
1 April 2021
British American Tobacco Notice of Board Changes and Withdrawal of AGM Resolution
The Company announces that it has received notice from Jerry Fowden, Non-Executive Director of the Company, of his resignation from the Board with effect from 1 April 2021.
Accordingly, he will not seek re-election at the Annual General Meeting to be held on 28 April 2021.
In view of BAT Group activities to expand its portfolio beyond nicotine, Jerry has decided to step down from the Board of the Company to ensure there would be no potential for a
conflict of interest to arise in view of his other external commitments, which he has decided to focus on.
Chairman Richard Burrows said: “On behalf of the Board, I would like to thank Jerry for his valuable contribution to the Company since his appointment as a Non-Executive Director in
September 2019. We wish him the very best for the future.”
As the Company’s Notice of Meeting has already been issued, the Company confirms that the resolution to reappoint Jerry Fowden as a Non-Executive Director of the Company (resolution
number 9) is now withdrawn.
The withdrawal of resolution number 9 does not otherwise affect the validity of the Notice of Meeting, the proxy form or any proxy votes already submitted on other proposed
resolutions. The numbering of all other proposed resolutions at the AGM will remain unchanged. This announcement is made in compliance with the Company’s obligations under the Listing Rules, specifically Rule 9.6.11.
Board Committee Changes
Following receipt of notice of Jerry Fowden’s resignation, a review of the memberships of the Company’s Board Committees has been undertaken. Karen Guerra, a Non-Executive Director
of the Company, will join the Audit Committee and step down from the Remuneration Committee with effect from 1 April 2021. The biographical details within the Notice of Meeting in respect of Karen Guerra’s Committee membership should be read as
including those Committee membership changes. These changes do not affect the validity of the Notice of Meeting or the proxy form.
As a consequence of the above changes, the memberships of the Company’s Audit Committee and Remuneration Committee (all comprising Non-Executive Directors) are as follows with
effect from 1 April 2021:
Audit Committee
Chair: Holly Keller Koeppel
Karen Guerra
Luc Jobin (to step down from the Audit Committee on appointment as Chairman from conclusion of the Company’s Annual General Meeting)
Darrell Thomas
Remuneration Committee
Chair: Dimitri Panayotopoulos
Sue Farr
Dr Marion Helmes
Savio Kwan
Retirement of Jerry Fowden: disclosures required by section 430(2B), Companies Act 2006
As required by section 430(2B) of the Companies Act 2006, the Company confirms that no remuneration is payable consequent upon or in respect of his resignation.
Jerry Fowden received pro-rated Board, Audit Committee and Nominations Committee fees to the date of his resignation. He will not receive any payment for loss of office or any other
payment in relation to the cessation of his appointment with the Company.
Enquiries:
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATplc
British American Tobacco Investor Relations
Mike Nightingale / Victoria Buxton / William Houston / John Harney
+44 (0) 20 7845 1180 / 2012 / 1138 / 1263
Exhibit 2
British American Tobacco p.l.c. (the “Company”) – Voting Rights and Capital
In conformity with the Disclosure Guidance and Transparency Rules provision 5.6.1, we notify the market of the following:-
That, as at 31 March 2021, the Company’s issued share capital consisted of 2,294,612,295 ordinary shares of 25p each (“Shares”) with voting rights (the “Voting Rights Figure”).
As at 31 March 2021, the Company held 161,982,116 Shares in Treasury.
The Voting Rights Figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest,
or a change to that interest, in the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Oliver Martin
Assistant Secretary
British American Tobacco p.l.c.
1 April 2021