BTI 6-K
British American Tobacco p.l.c. (BTI)
UNITED STATES
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
September 17, 2024
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
\(Address of principal executive office\)
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 ☐
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. (the “Registrant”) as of September 17, 2024.
The information contained in Exhibit 1 of this Form 6-K is incorporated by reference into the Form S-8 Registration Statements File Nos. 333-223678, 333-219440 and 333-237186 of the Registrant and into the Form F-3 Registration Statement File Nos. 333-265958, 333-265958-01, 333-265958-02, 333-265958-03, 333-265958-04 and 333-265958-05 of the Registrant, British American Tobacco Holdings (The Netherlands) B.V., Reynolds American Inc., B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and B.A.T Capital Corporation, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.
EXHIBIT INDEX
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/ Christopher Worlock | |
| Name: | Christopher Worlock | |
| Title: | Assistant Secretary |
Date: September 17, 2024
Exhibit 1
British American Tobacco p.l.c.
17 September 2024
Management Board Changes Announced
A key pillar of the refined BAT strategy announced earlier this year is the delivery of a Sustainable Future. Together with a focus on Quality Growth and a more Dynamic Business, this underpins the Building of a Smokeless World.
To accelerate our progress, BAT announces today that Kingsley Wheaton will be appointed into the newly created role of Chief Corporate Officer. Kingsley’s current role, Chief Strategy & Growth officer, will cease to exist. Reporting into Tadeu Marroco, Chief Executive, the Chief Corporate Officer will have overall responsibility for the strategy and execution of the Group’s Sustainable Future pillar, including:
| ● | Establishing broad acceptance of our Tobacco Harm Reduction (THR) agenda, working with BAT’s Director, Research and Science, James Murphy, to ensure the scientific basis for harm reduction and<br> encouraging a fact-based discussion on nicotine among key stakeholders; |
|---|---|
| ● | Shaping the landscape through responsible and transparent dialogue with regulators, policy makers and other relevant stakeholders; and |
| --- | --- |
| ● | Enhancing BAT’s leadership in sustainability and integrity. |
| --- | --- |
Paul McCrory, Director, Corporate and Regulatory Affairs will continue to report to Kingsley in this role. Paul’s leadership has been instrumental in re-establishing this critical function for BAT’s future. Significant progress has been made in both developing the functional strategy and sharpening its executional focus.
Paul and Kingsley will work together during this important phase, as the management team continues to evolve to deliver the strategy.
Donato Del Vecchio, Chief Sustainability Officer, will also continue to report to Kingsley.
As we continue to expand and grow our smokeless new category product portfolio and Kingsley takes up this new role, Luciano Comin, Marketing Director, Combustibles & New Categories, will be appointed as Chief Marketing Officer, reporting directly to Tadeu Marroco, the Chief Executive.
James Barrett, Director, Business Development, will report to Soraya Benchikh, the Chief Financial Officer, bringing business development and M&A together with the rest of the Finance function.
All these changes are effective immediately.
Tadeu Marroco, Chief Executive, commented on these changes:
“We will be taking an important step later today in our journey to encourage THR acceptance with the launch of a compelling science and evidential case for THR in the form of ‘The Omni: Forward Thinking for a Smokeless World’.
As we embark on the next phases of building a Sustainable Future this is the right time to make these changes and together, Kingsley, Paul, James and Donato, will form a powerful and complementary leadership team to deliver real change.
“I would like to thank Kingsley for all that he has done as Chief Strategy & Growth Officer. He has stepped into the role at a critical time for BAT and has helped shape the strategy and establish new functional capabilities. In all of these areas, BAT is now stronger and more robust.”
Kingsley Wheaton, Chief Corporate Officer commented:
“I feel honoured to take up this new challenge. As BAT moves forward towards A Better Tomorrow, the focus on this area of the strategy will be all-important. I am looking forward to bringing my experience and understanding of, both BAT and the external environment, and making a real difference.”
ENDS
Enquiries
Media Centre
+44 \(0\) 20 7845 2888 \(24 hours\) | press\[email protected] | @BATplc
Investor Relations
Victoria Buxton: +44 \(0\)20 7845 2012 | IR\[email protected]
About BAT
BAT is a leading, multi-category consumer goods business. Our purpose is to create A Better Tomorrow^™^ by Building a Smokeless World. This commitment is demonstrated by our ambition to have 50 million consumers of our smokeless products by 2030.
BAT employs over 46,000 people and, in 2023, the BAT Group generated revenue of £27.28 billion, with an adjusted profit from operations of £12.46 billion.
BAT currently has 26.4 million consumers of its smokeless brands, which accounted for 17.9% of Group revenue in the first half of 2024. We are committed to becoming a predominantly smokeless business and have been clear on our ambition that 50% of our revenue will come from smokeless products by 2035.
The company’s Strategic Portfolio is made up of its global cigarette brands and a growing range of smokeless nicotine and tobacco products. These include our Vapour brand Vuse; our Heated Product brand glo; and Velo our Modern Oral (nicotine pouch) brand. These New Category products have delivered more than £3 billion in annual revenue since their introduction a decade ago.
The company continues to be clear that combustible cigarettes pose serious health risks, and the only way to avoid these risks is not to start or to quit. While addictive and not risk free, to help Build a Smokeless World, BAT encourages those who would otherwise continue to smoke to switch completely to our smokeless alternatives.
We are also reducing our use of natural resources, improving livelihoods, and delivering on our climate goals to be Net Zero across our value chain by 2050.
Forward-looking statements
This release contains certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 customer target ambition, New Categories revenue targets and our ESG targets.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this release 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. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the headings “Cautionary Statement” and “Group Principal Risks “ in the 2023 Annual Report and Form 20-F of British American Tobacco p.l.c. (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 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 BAT website www.bat.com.
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 release and BAT 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.
Exhibit 2
British American Tobacco p.l.c.
17 September 2024
TRANSACTION IN OWN SHARES
British American Tobacco p.l.c. (the “Company”) announces that in accordance with the authority granted by shareholders at the Company’s Annual General Meeting on 24 April 2024 it purchased the following number of its ordinary shares of 25 pence each (“shares”) from Goldman Sachs International as part of its buyback programme announced on 18 March 2024:
| Date of purchase: | 16 September 2024 |
|---|---|
| Number of ordinary shares of 25 pence each purchased: | 51,000 |
| Highest price paid per share (pence): | 2980.00p |
| Lowest price paid per share (pence): | 2962.00p |
| Volume weighted average price paid per share (pence): | 2971.22p |
The Company intends to cancel the purchased shares.
Following the purchase and cancellation of these shares, the Company will have 2,215,148,930 ordinary shares in issue (excluding treasury shares) which carry voting rights and will hold 133,274,739 ordinary shares in treasury. This information may be used by shareholders to determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA’s Disclosure Guidance and Transparency Rules.
In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 as it applies in the UK, a schedule of individual trades carried out by Goldman Sachs International on 16 September 2024 is set out below.
Enquiries:
Investor Relations
Victoria Buxton: +44 (0)20 7845 2012 | [email protected]
Schedule of purchases - aggregate information
| Issuer name | ISIN Code | Transaction<br><br> <br>date | Daily total volume<br><br> <br>(in number of shares) | Daily weighted average<br><br> <br>price of shares acquired | Platform |
|---|---|---|---|---|---|
| British American Tobacco p.l.c. | GB0002875804 | 16/09/2024 | 51,000 | 2971.22p | LSE |
| British American Tobacco p.l.c. | GB0002875804 | 16/09/2024 | 0 | 0 | CHIX |
| British American Tobacco p.l.c. | GB0002875804 | 16/09/2024 | 0 | 0 | BATE |
Schedule of purchases - individual transactions
| Number of shares<br><br> purchased | Transaction price<br><br> (per share) | Market | Time of transaction |
|---|---|---|---|
| 905 | 2973 | XLON | 08:30:21 |
| 852 | 2972 | XLON | 08:30:25 |
| 281 | 2972 | XLON | 08:31:00 |
| 37 | 2973 | XLON | 08:32:48 |
| 38 | 2973 | XLON | 08:32:49 |
| 37 | 2973 | XLON | 08:33:01 |
| 100 | 2976 | XLON | 08:35:39 |
| 257 | 2976 | XLON | 08:35:39 |
| 103 | 2975 | XLON | 08:38:39 |
| 38 | 2975 | XLON | 08:40:59 |
| 231 | 2975 | XLON | 08:40:59 |
| 37 | 2974 | XLON | 08:42:23 |
| 353 | 2974 | XLON | 08:42:23 |
| 37 | 2973 | XLON | 08:42:36 |
| 38 | 2973 | XLON | 08:42:37 |
| 38 | 2973 | XLON | 08:42:51 |
| 37 | 2973 | XLON | 08:42:52 |
| 38 | 2973 | XLON | 08:42:53 |
| 74 | 2973 | XLON | 08:43:15 |
| 37 | 2972 | XLON | 08:43:24 |
| 222 | 2972 | XLON | 08:43:24 |
| 249 | 2971 | XLON | 08:50:41 |
| 253 | 2970 | XLON | 08:52:27 |
| 460 | 2970 | XLON | 08:55:21 |
| 376 | 2970 | XLON | 08:56:07 |
| 400 | 2971 | XLON | 09:00:00 |
| 289 | 2970 | XLON | 09:00:00 |
| 334 | 2969 | XLON | 09:00:01 |
| 377 | 2967 | XLON | 09:04:13 |
| 311 | 2967 | XLON | 09:07:15 |
| 312 | 2966 | XLON | 09:07:40 |
| 71 | 2965 | XLON | 09:08:32 |
| 37 | 2963 | XLON | 09:12:06 |
| 300 | 2963 | XLON | 09:12:14 |
| 392 | 2965 | XLON | 09:15:32 |
| 521 | 2967 | XLON | 09:21:14 |
| 409 | 2966 | XLON | 09:21:14 |
| 443 | 2965 | XLON | 09:22:50 |
| 273 | 2966 | XLON | 09:26:12 |
| 270 | 2967 | XLON | 09:31:06 |
| 259 | 2967 | XLON | 09:33:20 |
| 259 | 2967 | XLON | 09:34:00 |
| 314 | 2966 | XLON | 09:37:00 |
| 313 | 2968 | XLON | 09:41:24 |
| 142 | 2968 | XLON | 09:41:25 |
|---|---|---|---|
| 347 | 2968 | XLON | 09:44:21 |
| 2 | 2967 | XLON | 09:44:21 |
| 218 | 2967 | XLON | 09:44:22 |
| 211 | 2967 | XLON | 09:44:22 |
| 38 | 2967 | XLON | 09:45:59 |
| 37 | 2967 | XLON | 09:46:01 |
| 191 | 2967 | XLON | 09:46:02 |
| 159 | 2966 | XLON | 09:48:08 |
| 319 | 2965 | XLON | 09:49:58 |
| 346 | 2965 | XLON | 09:52:50 |
| 97 | 2965 | XLON | 09:55:48 |
| 176 | 2965 | XLON | 09:55:48 |
| 211 | 2965 | XLON | 09:56:19 |
| 100 | 2964 | XLON | 09:58:09 |
| 168 | 2964 | XLON | 09:58:09 |
| 299 | 2963 | XLON | 10:02:30 |
| 32 | 2963 | XLON | 10:07:43 |
| 64 | 2963 | XLON | 10:07:43 |
| 152 | 2963 | XLON | 10:07:43 |
| 299 | 2962 | XLON | 10:08:01 |
| 120 | 2965 | XLON | 10:14:37 |
| 219 | 2965 | XLON | 10:16:06 |
| 121 | 2965 | XLON | 10:16:24 |
| 14 | 2966 | XLON | 10:19:45 |
| 484 | 2966 | XLON | 10:19:54 |
| 28 | 2965 | XLON | 10:19:54 |
| 385 | 2965 | XLON | 10:19:58 |
| 37 | 2965 | XLON | 10:27:40 |
| 331 | 2965 | XLON | 10:27:40 |
| 505 | 2966 | XLON | 10:30:24 |
| 341 | 2965 | XLON | 10:31:15 |
| 176 | 2965 | XLON | 10:31:15 |
| 416 | 2964 | XLON | 10:31:15 |
| 85 | 2967 | XLON | 10:36:08 |
| 188 | 2967 | XLON | 10:36:08 |
| 278 | 2968 | XLON | 10:39:22 |
| 182 | 2968 | XLON | 10:40:19 |
| 113 | 2968 | XLON | 10:40:19 |
| 263 | 2968 | XLON | 10:41:51 |
| 270 | 2971 | XLON | 10:46:02 |
| 65 | 2971 | XLON | 10:47:18 |
| 12 | 2971 | XLON | 10:47:47 |
| 188 | 2971 | XLON | 10:49:04 |
| 51 | 2971 | XLON | 10:49:49 |
| 37 | 2971 | XLON | 10:50:06 |
| 176 | 2971 | XLON | 10:50:06 |
| 254 | 2970 | XLON | 10:50:06 |
| 272 | 2970 | XLON | 10:52:03 |
|---|---|---|---|
| 265 | 2968 | XLON | 10:57:32 |
| 269 | 2967 | XLON | 10:59:38 |
| 38 | 2966 | XLON | 11:00:48 |
| 37 | 2967 | XLON | 11:05:09 |
| 38 | 2967 | XLON | 11:05:11 |
| 37 | 2967 | XLON | 11:05:13 |
| 146 | 2967 | XLON | 11:05:36 |
| 30 | 2967 | XLON | 11:05:36 |
| 33 | 2967 | XLON | 11:05:49 |
| 248 | 2966 | XLON | 11:07:49 |
| 313 | 2966 | XLON | 11:10:54 |
| 178 | 2967 | XLON | 11:13:43 |
| 124 | 2967 | XLON | 11:13:43 |
| 302 | 2967 | XLON | 11:16:10 |
| 337 | 2968 | XLON | 11:20:25 |
| 249 | 2967 | XLON | 11:21:00 |
| 74 | 2967 | XLON | 11:22:47 |
| 38 | 2967 | XLON | 11:23:00 |
| 75 | 2967 | XLON | 11:23:02 |
| 183 | 2967 | XLON | 11:23:11 |
| 200 | 2966 | XLON | 11:27:50 |
| 93 | 2966 | XLON | 11:27:58 |
| 37 | 2966 | XLON | 11:29:15 |
| 15 | 2966 | XLON | 11:29:27 |
| 214 | 2966 | XLON | 11:29:27 |
| 358 | 2968 | XLON | 11:40:10 |
| 333 | 2968 | XLON | 11:46:08 |
| 227 | 2969 | XLON | 11:53:21 |
| 21 | 2969 | XLON | 11:53:21 |
| 250 | 2969 | XLON | 11:54:47 |
| 61 | 2968 | XLON | 11:56:22 |
| 200 | 2968 | XLON | 11:56:28 |
| 41 | 2969 | XLON | 12:17:48 |
| 176 | 2969 | XLON | 12:18:45 |
| 5 | 2969 | XLON | 12:18:45 |
| 449 | 2970 | XLON | 12:22:17 |
| 22 | 2969 | XLON | 12:22:52 |
| 17 | 2969 | XLON | 12:22:52 |
| 19 | 2969 | XLON | 12:22:52 |
| 16 | 2969 | XLON | 12:22:52 |
| 33 | 2969 | XLON | 12:22:52 |
| 27 | 2969 | XLON | 12:22:52 |
| 10 | 2969 | XLON | 12:22:52 |
| 17 | 2970 | XLON | 12:24:19 |
| 247 | 2970 | XLON | 12:24:19 |
| 279 | 2969 | XLON | 12:24:19 |
| 8 | 2971 | XLON | 12:33:31 |
| 254 | 2972 | XLON | 12:35:24 |
|---|---|---|---|
| 246 | 2971 | XLON | 12:35:26 |
| 120 | 2973 | XLON | 12:39:42 |
| 305 | 2972 | XLON | 12:49:35 |
| 207 | 2973 | XLON | 12:54:06 |
| 44 | 2973 | XLON | 12:54:06 |
| 12 | 2972 | XLON | 12:54:06 |
| 3 | 2972 | XLON | 13:01:04 |
| 254 | 2972 | XLON | 13:01:04 |
| 40 | 2974 | XLON | 13:07:32 |
| 412 | 2978 | XLON | 13:16:30 |
| 293 | 2978 | XLON | 13:21:48 |
| 428 | 2977 | XLON | 13:24:35 |
| 144 | 2977 | XLON | 13:25:12 |
| 86 | 2977 | XLON | 13:25:12 |
| 332 | 2977 | XLON | 13:29:49 |
| 291 | 2975 | XLON | 13:32:52 |
| 276 | 2977 | XLON | 13:37:54 |
| 265 | 2976 | XLON | 13:42:02 |
| 264 | 2975 | XLON | 13:43:51 |
| 119 | 2977 | XLON | 13:49:52 |
| 129 | 2977 | XLON | 13:49:52 |
| 250 | 2977 | XLON | 13:53:39 |
| 75 | 2978 | XLON | 13:56:32 |
| 3 | 2978 | XLON | 13:56:32 |
| 266 | 2979 | XLON | 14:00:42 |
| 249 | 2979 | XLON | 14:03:44 |
| 249 | 2979 | XLON | 14:07:42 |
| 280 | 2978 | XLON | 14:10:58 |
| 324 | 2980 | XLON | 14:15:27 |
| 301 | 2979 | XLON | 14:15:27 |
| 31 | 2979 | XLON | 14:15:27 |
| 248 | 2976 | XLON | 14:20:46 |
| 234 | 2976 | XLON | 14:21:54 |
| 21 | 2976 | XLON | 14:21:54 |
| 258 | 2976 | XLON | 14:24:49 |
| 258 | 2977 | XLON | 14:26:27 |
| 253 | 2975 | XLON | 14:29:37 |
| 256 | 2978 | XLON | 14:30:00 |
| 47 | 2979 | XLON | 14:31:02 |
| 40 | 2980 | XLON | 14:31:06 |
| 218 | 2980 | XLON | 14:31:07 |
| 211 | 2979 | XLON | 14:31:07 |
| 258 | 2978 | XLON | 14:31:29 |
| 297 | 2972 | XLON | 14:32:27 |
| 283 | 2975 | XLON | 14:33:11 |
| 291 | 2974 | XLON | 14:33:51 |
| 285 | 2974 | XLON | 14:34:24 |
| 117 | 2976 | XLON | 14:35:21 |
|---|---|---|---|
| 268 | 2975 | XLON | 14:35:27 |
| 320 | 2975 | XLON | 14:38:44 |
| 302 | 2977 | XLON | 14:39:24 |
| 252 | 2974 | XLON | 14:41:49 |
| 238 | 2975 | XLON | 14:42:39 |
| 320 | 2975 | XLON | 14:43:41 |
| 366 | 2973 | XLON | 14:45:52 |
| 367 | 2969 | XLON | 14:48:06 |
| 249 | 2970 | XLON | 14:50:58 |
| 214 | 2972 | XLON | 14:51:36 |
| 36 | 2972 | XLON | 14:51:38 |
| 188 | 2972 | XLON | 14:51:39 |
| 60 | 2972 | XLON | 14:51:39 |
| 383 | 2975 | XLON | 14:54:32 |
| 175 | 2975 | XLON | 14:56:44 |
| 201 | 2975 | XLON | 14:56:44 |
| 399 | 2974 | XLON | 14:57:51 |
| 287 | 2973 | XLON | 15:01:46 |
| 331 | 2972 | XLON | 15:03:12 |
| 339 | 2973 | XLON | 15:04:47 |
| 373 | 2974 | XLON | 15:07:50 |
| 389 | 2974 | XLON | 15:09:04 |
| 380 | 2975 | XLON | 15:10:46 |
| 373 | 2973 | XLON | 15:13:11 |
| 389 | 2972 | XLON | 15:16:01 |
| 211 | 2972 | XLON | 15:17:13 |
| 171 | 2972 | XLON | 15:17:13 |
| 371 | 2973 | XLON | 15:21:05 |
| 378 | 2973 | XLON | 15:22:29 |
| 312 | 2973 | XLON | 15:24:11 |
| 66 | 2973 | XLON | 15:24:11 |
| 374 | 2974 | XLON | 15:27:47 |
| 363 | 2974 | XLON | 15:30:04 |
| 370 | 2973 | XLON | 15:32:00 |
| 262 | 2973 | XLON | 15:34:33 |
| 256 | 2974 | XLON | 15:36:08 |
| 252 | 2974 | XLON | 15:36:11 |
| 383 | 2974 | XLON | 15:40:21 |
| 417 | 2974 | XLON | 15:41:06 |
| 387 | 2976 | XLON | 15:43:54 |
| 388 | 2977 | XLON | 15:47:58 |
| 309 | 2975 | XLON | 15:52:44 |
| 414 | 2974 | XLON | 15:53:28 |
| 11 | 2974 | XLON | 15:54:46 |
| 200 | 2974 | XLON | 15:54:57 |
| 164 | 2974 | XLON | 15:55:24 |
| 392 | 2974 | XLON | 15:56:03 |
| 302 | 2974 | XLON | 15:57:18 |
|---|---|---|---|
| 301 | 2976 | XLON | 15:59:57 |