Bond Anglo-American Tobacco 4.39% ( USU05526AL93 ) in USD

Anglo-American Tobacco

89.074 % ⇌

United Kingdom

USU05526AL93 ( in USD )

4.39% per year ( payment 2 times a year)

15/08/2037 - Bond has expired

Prospectus brochure of the bond British American Tobacco USU05526AL93 in USD 4.39%, expired

2 000 USD

2 500 000 000 USD

U05526AL9

BBB+ ( Lower medium grade - Investment-grade )

British American Tobacco is a multinational tobacco company headquartered in London, England, manufacturing and selling cigarettes and other tobacco products globally under various brands.

British American Tobacco's USD 2,500,000,000 4.39% bond (ISIN: USU05526AL93, CUSIP: U05526AL9), issued in the United Kingdom, matured on 15/08/2037 and has been repaid, with a final market price of 89.074% and a S&P rating of BBB+.

Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-227658
PROSPECTUS
B.A.T Capital Corporation
OFFER TO EXCHANGE (the "Exchange Offer")
$2,250,000,000 2.297% Notes due 2020
$2,250,000,000 2.764% Notes due 2022
$2,500,000,000 3.222% Notes due 2024
$3,500,000,000 3.557% Notes due 2027
$2,500,000,000 4.390% Notes due 2037
$2,500,000,000 4.540% Notes due 2047
$1,000,000,000 Floating Rate Notes due 2020
$750,000,000 Floating Rate Notes due 2022

Guaranteed by British American Tobacco p.l.c., British American Tobacco Holdings (The Netherlands) B.V., B.A.T.
Netherlands Finance B.V., B.A.T. International Finance p.l.c. and Reynolds American Inc.

This is an offer by B.A.T Capital Corporation ("BATCAP" or the "Issuer"), a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT" or the "Parent Guarantor" and,
together with its subsidiaries, the "BAT Group"), to exchange (1) new 2.297% Notes due 2020 (the "2.297% Exchange Notes"), which are registered under the Securities
Act of 1933, as amended (the "Securities Act"), for any of its unregistered outstanding 2.297% Notes due 2020 (the "Unregistered 2.297% Notes"); (2) new 2.764%
Notes due 2022 (the "2.764% Exchange Notes"), which are registered under the Securities Act, for any of its unregistered outstanding 2.764% Notes due 2022 (the
"Unregistered 2.764% Notes"); (3) new 3.222% Notes due 2024 (the "3.222% Exchange Notes"), which are registered under the Securities Act, for any of its
unregistered outstanding 3.222% Notes due 2024 (the "Unregistered 3.222% Notes"); (4) new 3.557% Notes due 2027 (the "3.557% Exchange Notes"), which are
registered under the Securities Act, for any of its unregistered outstanding 3.557% Notes due 2027 (the "Unregistered 3.557% Notes"); (5) new 4.390% Notes due 2037
(the "4.390% Exchange Notes"), which are registered under the Securities Act, for any of its unregistered outstanding 4.390% Notes due 2037 (the "Unregistered
4.390% Notes"); (6) new 4.540% Notes due 2047 (the "4.540% Exchange Notes"), which are registered under the Securities Act, for any of its unregistered outstanding
4.540% Notes due 2047 (the "Unregistered 4.540% Notes"); (7) new Floating Rate Notes due 2020 (the "2020 Floating Rate Exchange Notes"), which are registered
under the Securities Act, for any of its unregistered outstanding Floating Rate Notes due 2020 (the "Unregistered 2020 Floating Rate Notes"); and (8) new Floating Rate
Notes due 2022 (the "2022 Floating Rate Exchange Notes" and, together with the 2.297% Exchange Notes, the 2.764% Exchange Notes, the 3.222% Exchange Notes,
the 3.557% Exchange Notes, the 4.390% Exchange Notes, the 4.540% Exchange Notes, and the 2020 Floating Rate Exchange Notes, the "Exchange Notes"), which are
registered under the Securities Act, for any of its unregistered outstanding Floating Rate Notes due 2022 (the "Unregistered 2022 Floating Rate Notes" and, together
with the Unregistered 2.297% Notes, the Unregistered 2.764% Notes, the Unregistered 3.222% Notes, the Unregistered 3.557% Notes, the Unregistered 4.390% Notes,
the Unregistered 4.540% Notes, and the Unregistered 2020 Floating Rate Notes, the "Unregistered Notes").
The Exchange Offer will expire at 5 p.m., New York City time, on November 20, 2018, unless we extend the offer. You must tender your Unregistered Notes by this
deadline in order to receive the Exchange Notes. We do not currently intend to extend the expiration date.
The terms of the Exchange Notes to be issued are substantially identical to the Unregistered Notes, except that they are registered under the Securities Act, do not
have any transfer restrictions and do not have registration rights. All untendered Unregistered Notes will continue to be subject to any applicable restrictions on
transfer set forth in the Unregistered Notes and in the Indenture (as defined below).
There is currently no public market for the Exchange Notes to be issued to you pursuant to the Exchange Offer.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of Exchange Notes received in exchange for the Unregistered Notes where such Unregistered Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. We have agreed to provide sufficient copies of the latest version of this prospectus to broker-dealers promptly upon request
at any time for a period of 90 days (or such shorter period during which participating broker-dealers are required by law to deliver such prospectus) commencing on the
day that notice of the Exchange Offer is given to holders in order to facilitate such resales. See "Plan of Distribution".
See "Risk Factors" beginning on page 17 for a discussion of certain risks that you should consider before participating in the Exchange Offer.
The Exchange Offer is not being made available to, and the Exchange Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to, any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Exchange Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Exchange Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
The Issuer is making the Exchange Offer only in those jurisdictions where it is legal to do so. This document does not constitute a "prospectus" for the purposes of
Directive 2003/71/EC (as amended) and no such prospectus is required for the issue of the Exchange Notes. This Exchange Offer does not constitute an offer to buy or
sell or a solicitation of an offer to buy or sell either Unregistered Notes or Exchange Notes in any jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this prospectus in certain jurisdictions may be restricted by
law. Persons into whose possession this prospectus comes are required by us to inform themselves about and to observe any such restrictions. This prospectus may not
be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such offer or solicitation. See "The Exchange Offer--Certain Matters Relating to Non-U.S. Jurisdictions".
Holders must comply with all laws that apply to them in any place in which they possess this prospectus. Holders must also obtain any consents or approvals that they
need in order to tender their Unregistered Notes. None of the Issuer, the Guarantors or the Exchange Agent (or any of their respective directors, employees or affiliates)
is responsible for holders' compliance with these legal requirements. See "The Exchange Offer--Certain Matters Relating to Non-U.S. Jurisdictions". The applicable
provisions of the U.K. Financial Services and Markets Act 2000 ("FSMA") must be complied with in respect of anything done in relation to the Exchange Offer in, from or
otherwise involving the United Kingdom.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 22, 2018.

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TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTS

i i
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA

iv
INDUSTRY AND MARKET DATA

vi
CERTAIN DEFINITIONS

vi
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

vi i
PROSPECTUS SUMMARY

1
THE EXCHANGE OFFER

5
THE EXCHANGE NOTES

10
RISK FACTORS

17
BUSINESS

44
USE OF PROCEEDS

73
RATIO OF EARNINGS TO FIXED CHARGES

74
BAT UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

75
THE EXCHANGE OFFER

81
DESCRIPTION OF THE EXCHANGE NOTES AND THE GUARANTEES

91
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

110
MATERIAL TAX CONSIDERATIONS

115
CERTAIN ERISA CONSIDERATIONS

119
LEGAL MATTERS

122
EXPERTS

122
Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, we are
incorporating this information by reference, which means that we can disclose important business, financial and other
information to you by referring to those publicly filed documents that contain the information. The information incorporated
by reference is not included or delivered with this prospectus.
We wil provide without charge to each person to whom a prospectus is delivered, including each beneficial owner of
Unregistered Notes, upon written or oral request of such person, a copy of any or al documents that are incorporated into
this prospectus by reference, other than exhibits to such documents, unless such exhibits are specifical y incorporated by
reference into the documents that this prospectus incorporates. Requests should be directed to Company Secretary, British
American Tobacco p.l.c., Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom, +44 (0)20 7845 1000.
IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS INFORMATION NO LATER THAN FIVE BUSINESS DAYS
BEFORE YOU MUST MAKE YOUR INVESTMENT DECISION.

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ACCORDINGLY, YOU MUST REQUEST THIS INFORMATION NO LATER THAN 5:00 P.M. NEW YORK CITY TIME ON NOVEMBER 13,
2018.
We have not authorized anyone to provide any information or to make any representations other than those
contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. This prospectus is an offer of the Exchange Notes only
under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of the date of this prospectus. Neither the delivery of this prospectus nor any
sale made hereunder shal under any circumstances imply that the information herein is correct as of any
other date subsequent to such date.

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FORWARD-LOOKING STATEMENTS
Statements included in this prospectus and the documents incorporated by reference into this prospectus regarding the BAT
Group's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance
that are not historical facts are forward-looking statements. These statements are often, but not always, made through the
use of words or phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "outlook", "plan",
"positioned", "potential", "predict", "project", "should", "strategy", "wil ", "would" and similar expressions. Al 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 material y from the plans, goals, expectations
and results expressed in the forward-looking statements and other financial and/or statistical data within this prospectus.
Among the key factors that could have an adverse effect on the results of operations, cash flows and financial position of the
BAT Group and that could cause actual results to differ material y from those projected in the forward-looking statements,
are:
· competitive actions and pricing pressures in the marketplace, including competition from il icit sources;
· limitations on advertising and marketing of tobacco products;

· changes in tobacco-related, tax and other laws and regulations or the interpretation of such laws and regulations by
governmental authorities;

· the outcome of pending or potential litigation, including tobacco litigation and significant monetary obligations
imposed under State Settlement Agreements;
· economic, regulatory and geopolitical risks inherent in BAT's global operations;

· risks relating to government regulations or actions adversely affecting BAT's business, including BAT becoming

subject to substantial and increasing U.S. regulations, in particular in relation to the nicotine level or use of menthol
in tobacco products, including by virtue of BAT's increased ownership in RAI;

· the continuing decline in cigarette consumption, or the overal consumption of legitimate tobacco products or the
transition of adult tobacco consumers away from premium cigarette brands;
· fluctuations in the foreign exchange rates;

· potential y significant costs in the event of breaches of, or liabilities arising under, health and safety and
environmental laws;
· liquidity, interest rate and counterparty risks;

· the inability to lead the development and rol -out of BAT innovations (including both next generation products and
combustible) profitably; and

· the possibility that actual results of operations, cash flows and financial position of the BAT Group wil material y
differ from the Unaudited Pro Forma Financial Information.
For a further discussion of these and other risks, contingencies and uncertainties applicable to us, see "Risk Factors".
Due to such risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date of this prospectus. Al subsequent written or oral forward-looking
statements attributable to BAT or any person acting on its behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section of the prospectus. BAT is not required to and does not undertake any
obligation to update or revise publicly any forward-looking statements or other data or statements contained in this
prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable
law.

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PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA
General
Unless otherwise indicated, financial information related to the BAT Group contained in this prospectus is prepared and
presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board and adopted by the European Union. Al financial statements and financial information provided by or with respect to
the U.S. business or RAI and/or the RAI Group (as defined below) are prepared on the basis of general y accepted accounting
principles in the United States of America ("U.S. GAAP") and constitute the primary financial statements or financial
information of the U.S. business or RAI (and/or the RAI Group). Solely, for the purpose of consolidation within the results of
BAT and the BAT Group, this financial information is then converted to IFRS. To the extent any such financial information
provided in these financial statements relates to the U.S. business or RAI (and/or the RAI Group) it is provided as an
explanation of the U.S. business' or RAI's (and/or the RAI Group's) primary U.S. GAAP based financial statements and
information.
This prospectus incorporates by reference:

· the unaudited condensed consolidated interim financial statements of BAT as of June 30, 2018, and for the six

months ended June 30, 2018 and 2017, prepared in accordance with International Accounting Standards 34 Interim
Financial Reporting (referred to in this prospectus as the BAT Group's unaudited condensed consolidated financial
statements);

· the audited consolidated financial statements of BAT as of December 31, 2017 and 2016 and for each of the years in

the three-year period ended December 31, 2017, prepared on the basis of IFRS (referred to in this prospectus as the
BAT Group's consolidated financial statements);

· the unaudited condensed consolidated interim financial statements of RAI as of June 30, 2017 and 2016 and for the

three and six months ended June 30, 2017 and 2016, prepared on the basis of U.S. GAAP (referred to in this
prospectus as the RAI Group's unaudited condensed consolidated financial statements); and

· the audited consolidated financial statements of RAI as of December 31, 2016 and 2015 and for each of the years

ended December 31, 2016, 2015 and 2014 prepared on the basis of U.S. GAAP (referred to in this prospectus as the
RAI Group's consolidated financial statements).
See "Where You Can Find More Information; Incorporation by Reference".
Unless indicated otherwise, financial data presented in this prospectus has been taken from the BAT Group's consolidated
financial statements, the BAT Group's unaudited condensed consolidated financial statements, the RAI Group's consolidated
financial statements and the RAI Group's unaudited condensed consolidated financial statements incorporated by reference
into this prospectus.
For additional information on the presentation of financial information in this prospectus, see the BAT Group's consolidated
financial statements, the BAT Group's unaudited condensed consolidated financial statements, the RAI Group's consolidated
financial statements and the RAI Group's unaudited condensed consolidated financial statements incorporated by reference
into this prospectus.
Unaudited Pro Forma Financial Information relating to the RAI acquisition
This prospectus includes the unaudited pro forma condensed combined income statement of BAT for the year ended
December 31, 2017 after giving effect to the RAI acquisition, referred to in this prospectus as Unaudited Pro Forma Financial
Information or Pro Forma Income Statement. See "BAT Unaudited Pro Forma Condensed Combined Financial Information".
The Unaudited Pro Forma Financial Information, which has been produced for il ustrative purposes only, by its nature
addresses a hypothetical situation and, therefore, does not represent the BAT Group's actual financial position or results. It is
based on the available measures and certain

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assumptions and is not necessarily indicative of the results that would have been achieved if the RAI acquisition had been
completed on January 1, 2017 or that may be achieved in the future, and is provided for informational purposes only.
Investors should read the whole of this document, including the financial information included herein.

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INDUSTRY AND MARKET DATA
References to market share are the BAT Group's estimates based on the latest available data from a number of internal and
external sources.
U.S. industry shipment volume and retail market share data for the RAI Group that appear in this prospectus or the
documents incorporated by reference in this prospectus have been obtained from Management Science Associates, Inc.
("MSAi"). This information is included in this prospectus because it is used primarily as an indicator of the relative
performance of industry participants, brands and market trends. Al U.S. market share results that appear, except as noted
otherwise, in this document are based on U.S. cigarette (or smokeless tobacco products, as applicable) shipments to retail
outlets, referred to as STR data, based on information submitted by wholesale locations and processed and managed by
MSAi. However, you should not rely on the STR data reported by MSAi as being a precise measurement of actual market
share as the shipments to retail outlets do not reflect actual consumer sales and do not track al volume and trade channels.
Accordingly, the STR data of the U.S. tobacco industry as reported by MSAi may overstate or understate actual market share.
Moreover, you should be aware that in a product market experiencing overal declining consumption, a particular product can
experience increasing market share relative to competing products, yet stil be subject to declining consumption volumes.
CERTAIN DEFINITIONS
Unless otherwise indicated or as the context otherwise requires, al references in this prospectus to:
· "American Snuff Co." refer to American Snuff Company, LLC;

· "ANPRM" refer to the Advance Notices of Proposed Rulemaking the FDA issues to seek comments from the public on
proposed regulations;

· "B&W" refer to Brown & Wil iamson Holdings, Inc., f/k/a Brown & Wil iamson Tobacco Corporation, a Delaware
corporation and indirect, whol y owned subsidiary of BAT;

· "BAT Group", the "Group", "we", "us", "our" and the "combined company" refer to BAT and its subsidiaries,
including, since completion of the RAI acquisition, RAI and its subsidiaries;

· "BATHTN" refer to British American Tobacco Holdings (The Netherlands) B.V., a private company with limited

liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands
and registered with the Trade Register (Handelsregister) of the Chamber of Commerce under registration no.
33236251;

· "BATIF" refer to B.A.T. International Finance p.l.c., a public limited liability company incorporated in England and
Wales with registration no. 1060930;

· "BATNF" refer to B.A.T. Netherlands Finance B.V. ("BATNF"), a private company with limited liability (besloten

vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with
the Trade Register (Handelsregister) of the Chamber of Commerce under registration no. 60533536;
· "Dutch Guarantors" refer to BATHTN and BATNF;
· "EU" refer to the European Union;

· "Fixed Rate Exchange Notes" refer col ectively to the 2.297% Exchange Notes, the 2.764% Exchange Notes, the
3.222% Exchange Notes, the 3.557% Exchange Notes, the 4.390% Exchange Notes and the 4.540% Exchange Notes;
· "Fixed Rate Notes" refer col ectively to the Unregistered Fixed Rate Notes and the Fixed Rate Exchange Notes;

· "Floating Rate Exchange Notes" refer col ectively to the 2020 Floating Rate Exchange Notes and the 2022 Floating
Rate Exchange Notes;

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· "Floating Rate Notes" refer col ectively to the Unregistered Floating Rate Notes and the Floating Rate Exchange
Notes;
· "Guarantors" refer to the Parent Guarantor, BATIF, BATHTN, BATNF and RAI;

· "IFRS" refer to International Financial Reporting Standards as issued by the International Accounting Standards
Board and adopted by the EU. International Financial Reporting Standards as adopted by the EU differ in certain

respects from International Financial Reporting Standards as issued by the International Accounting Standards
Board. The differences have no impact on the BAT Group's consolidated financial statements for the periods
presented;
· "Issuer" refer to BATCAP;

· "LIBOR" refer to "LIBOR" as defined in "Description of the Exchange Notes and the Guarantees--Principal, Maturity
and Interest--Interest--Floating Rate Exchange Notes";

· "Loril ard" refer to Loril ard, LLC, a Delaware limited liability company, f/k/a Loril ard, Inc., a Delaware corporation,
and a whol y owned subsidiary of RAI;
· "Loril ard merger" refer to the acquisition by RAI of Loril ard on June 12, 2015, in a cash and stock transaction;
· "Loril ard Tobacco" refer to Loril ard Tobacco Company LLC;
· "Notes" refer to the Unregistered Notes and the Exchange Notes, col ectively;
· "Parent Guarantor" refer to BAT;

· "Prospectus Directive" refer to Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and include
any relevant implementing measure in the relevant member state;
· "RAI" refer to Reynolds American Inc., a North Carolina corporation;

· "RAI acquisition" refer to the acquisition by the BAT Group of the shares of RAI common stock that it did not already
own for a consideration of £41.8 bil ion, the completion of which was announced on July 25, 2017;
· "RAI Group" refer col ectively to RAI and its subsidiaries;

· "RJR Tobacco Company" refer to R. J. Reynolds Tobacco Company, a North Carolina corporation and an indirect,
whol y owned subsidiary of RAI;
· "SFNTC" refer to Santa Fe Natural Tobacco Company, Inc.;

· "Unregistered Fixed Rate Notes" refer col ectively to the Unregistered 2.297% Notes, the Unregistered 2.764%

Notes, the Unregistered 3.222% Notes, the Unregistered 3.557% Notes, the Unregistered 4.390% Notes and the
Unregistered 4.540% Notes; and

· "Unregistered Floating Rate Notes" refer col ectively to the Unregistered 2020 Floating Rate Notes and the
Unregistered 2022 Floating Rate Notes.

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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We have filed a registration statement on Form F-4, including the exhibits and schedules thereto, with the SEC under the
Securities Act, and the rules and regulations thereunder, for the registration of the Exchange Notes that are being offered by
this prospectus. This prospectus does not include al of the information contained in the registration statement. You should
refer to the registration statement and its exhibits for additional information. Whenever we make reference in this
prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you
should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other
documents.
As of the date of this prospectus, BAT is subject to the periodic reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as applicable to foreign private issuers. As a "foreign private issuer," we are
exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy
solicitations, and our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit
recovery provisions contained in Section 16 of the Exchange Act with respect to their purchases and sales of shares.
Beginning in 2018, in respect of the year ended December 31, 2017, BAT files annual reports with the SEC on Form 20-F. You
may read and copy any document BAT files at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please cal the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. In addition, the
SEC maintains an internet site at http:/ www.sec.gov that contains information regarding issuers that file electronical y with
the SEC.
Copies of BAT's Annual Report (as defined below) may be obtained at no cost by written or oral request to the Company
Secretary, British American Tobacco p.l.c., Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom, +44 (0)20 7845
1000.
The fol owing documents filed with or furnished to the SEC are incorporated herein by reference:

· BAT's Annual Report on Form 20-F for the year ended December 31, 2017, as filed with the SEC on March 15, 2018

(the financial statements included in the Form 20-F have been superseded by the audited financial statements in
BAT's Report on Form 6-K furnished to the Commission on October 2, 2018);

· BAT's Report on Form 6-K, furnished to the SEC on July 26, 2018, which contains unaudited condensed consolidated

financial information for the six months ended June 30, 2018 and consolidating financial information in accordance
with Rule 3-10 of Regulation S-X of the Securities Act;

· BAT's Report on Form 6-K, furnished to the SEC on September 20, 2018, which contains BAT's announcement about
its Chief Executive Officer's intention to retire on April 1, 2019;

· Exhibit 1 to BAT's Report on Form 6-K, furnished to the SEC on September 25, 2018, which contains BAT's
announcement about its successor Chief Executive Officer;

· BAT's Report on Form 6-K, furnished to the SEC on October 2, 2018, which supersedes in their entirety the financial
statements included in our Annual Report on Form 20-F for the year ended December 31, 2017, updates certain other

business and financial information included in our Annual Report on Form 20-F for the year ended December 31,
2017, reflecting a change in our reporting segments and a change in accounting principle in the six months ended
June 30, 2018, and includes certain unaudited pro forma financial information as required by the rules of the SEC;

· BAT's Report on Form 6-K, furnished to the SEC on October 10, 2018, which contains BAT's announcement about its
Chief Marketing Officer succession;

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· Exhibit 1 to BAT's Report on Form 6-K, furnished to the SEC on October 16, 2018, which contains a trading update

ahead of analyst and investor meetings, except the information contained in the last bul et point on page 2 and the
two related footnotes;

· RAI's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 9, 2017,

and Quarterly Report on Form 10-Q for the period ended June 30, 2017, as filed with the SEC on August 1, 2017, to
satisfy the requirements of Rules 3-05 and 3-10(g) of Regulation S-X of the Securities Act; and

· RAI's Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31,

2016, filed with the SEC on March 20, 2017, to provide the information required by Items 10 through 14 of Part I I of
Form 10-K.
Al documents subsequently filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and,
solely to the extent designated therein, reports made on Form 6-K that we furnish to the SEC, in each case prior to the
completion or termination of this Exchange Offer, shal be incorporated by reference into this prospectus and be a part
hereof from the date of filing or furnishing of such documents. This shal include such documents filed by us after the filing of
the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement.
Unless expressly incorporated into the registration statement of which this prospectus is a part, a report (or portion thereof)
furnished on Form 6-K shal not be incorporated by reference into this prospectus.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shal be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in
any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shal not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. Copies of these documents are not required to be filed with this prospectus.

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