Obligation B.A.T.E. 3.215% ( US05526DBJ37 ) en USD

B.A.T.E.

99.27 % ▲

Royaume-uni

US05526DBJ37 ( en USD )

3.215% par an ( paiement semestriel )

05/09/2026

Prospectus brochure de l'obligation B.A.T US05526DBJ37 en USD 3.215%, échéance 05/09/2026

2 000 USD

1 000 000 000 USD

05526DBJ3

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

06/03/2026 ( Dans 130 jours )

B.A.T. est l'acronyme de Breakthrough to Awareness Technology, une technologie de réalité virtuelle immersive visant à améliorer la conscience et le bien-être.

L'Obligation émise par B.A.T.E. ( Royaume-uni ) , en USD, avec le code ISIN US05526DBJ37, paye un coupon de 3.215% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/09/2026

L'Obligation émise par B.A.T.E. ( Royaume-uni ) , en USD, avec le code ISIN US05526DBJ37, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par B.A.T.E. ( Royaume-uni ) , en USD, avec le code ISIN US05526DBJ37, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCU LAT I ON OF REGI ST RAT I ON FEE

Propose d
m a x im um
T it le of e a c h c la ss of
a ggre ga t e
Am ount of
se c urit ie s t o be re gist e re d

offe ring pric e

re gist ra t ion fe e (1)
2.789% Notes due 2024

$1,000,000,000

$121,200
Guarantees of 2.789% Notes due 2024

(2)

(2)
3.215% Notes due 2026

$1,000,000,000

$121,200
Guarantees of 3.215% Notes due 2026

(2)

(2)
3.462% Notes due 2029

$500,000,000

$60,600
Guarantees of 3.462% Notes due 2029

(2)

(2)
4.758% Notes due 2049

$1,000,000,000

$121,200
Guarantees of 4.758% Notes due 2049

(2)

(2)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2)
Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.
Table of Contents

File d Pursua nt t o Rule 4 2 4 (b)(5 )
Re gist ra t ion N o. 3 3 3 -2 3 2 6 9 1
PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d J uly 1 7 , 2 0 1 9 )

B.A.T Ca pit a l Corpora t ion
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 2 .7 8 9 % N ot e s due 2 0 2 4
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 3 .2 1 5 % N ot e s due 2 0 2 6
$ 5 0 0 ,0 0 0 ,0 0 0 3 .4 6 2 % N ot e s due 2 0 2 9
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 4 .7 5 8 % N ot e s due 2 0 4 9

Gua ra nt e e d by Brit ish Am e ric a n T oba c c o p.l.c ., B.A.T . I nt e rna t iona l Fina nc e p.l.c ., B.A.T . N e t he rla nds Fina nc e B.V . a nd Re ynolds
Am e ric a n I nc . (in suc h c a pa c it y, t he "Gua ra nt ors")

B.A.T Capital Corporation ("BATCAP" or the "Issuer"), a corporation incorporated in the State of Delaware, is offering $1,000,000,000 aggregate principal amount of
2.789% notes due 2024 (the "2024 Notes"), $1,000,000,000 aggregate principal amount of 3.215% notes due 2026 (the "2026 Notes"), $500,000,000 aggregate
principal amount of 3.462% notes due 2029 (the "2029 Notes") and $1,000,000,000 aggregate principal amount of 4.758% notes due 2049 (the "2049 Notes" and,
together with the 2024 Notes, the 2026 Notes and the 2029 Notes, the "Notes"). The 2024 Notes will mature on September 6, 2024, the 2026 Notes will mature on
September 6, 2026, the 2029 Notes will mature on September 6, 2029 and the 2049 Notes will mature on September 6, 2049. The Notes will be unsecured senior
obligations of the Issuer and will be fully and unconditionally guaranteed on a senior and unsecured and joint and several basis by British American Tobacco p.l.c.
("BAT" or the "Parent" and, together with its subsidiaries, the "BAT Group"), B.A.T. International Finance p.l.c. ("BATIF"), B.A.T. Netherlands Finance B.V. ("BATNF")
and, unless its guarantee is released in accordance with the indenture, Reynolds American Inc. ("RAI") (in such capacity, each, a "Guarantor" and together, the
"Guarantors"), as described under "Description of Debt Securities and Guarantees" in the accompanying prospectus.
Interest on the Notes will be payable semi-annually in arrear on March 6 and September 6 of each year, commencing on March 6, 2020. The 2024 Notes will bear
interest at a rate of 2.789% per annum, the 2026 Notes will bear interest at a rate of 3.215% per annum, the 2029 Notes will bear interest at a rate of 3.462% per
annum and the 2049 Notes will bear interest at a rate of 4.758% per annum.
The Issuer may redeem the Notes, in whole or in part, at any time at the applicable redemption price described under the heading "Description of the Notes and the
Guarantees--Optional Redemption of the Notes". On or after August 6, 2024, with respect to the 2024 Notes, July 6, 2026, with respect to the 2026 Notes, June 6,
2029, with respect to the 2029 Notes or March 6, 2049, with respect to the 2049 Notes, the Issuer may redeem the Notes, in whole or in part, at any time at a
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redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as
described under "Description of the Notes and the Guarantees--Optional Redemption of the Notes".
The Notes will be issued in book-entry form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes are new issues
of securities with no established trading market. We intend to apply to list the Notes on the New York Stock Exchange ("NYSE"). No assurance can be given that
such application will be approved or that any of the Notes will be listed.

Investing in the Notes involves risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors " starting on page S-11 of this
prospectus supplement, page 2 of the accompanying prospectus and in the documents incorporated by reference herein and therein before you make an investment
in the Notes.

Proc e e ds, be fore
Public Offe ring
U nde rw rit ing
e x pe nse s, t o t he

Pric e (1)

disc ount (2)
I ssue r

Per 2024 Note

100.000%

0.350%

99.650%
Total for 2024 Notes

$
1,000,000,000
$
3,500,000
$
996,500,000
Per 2026 Note

100.000%

0.400%

99.600%
Total for 2026 Notes

$
1,000,000,000
$
4,000,000
$
996,000,000
Per 2029 Note

100.000%

0.450%

99.550%
Total for 2029 Notes

$
500,000,000
$
2,250,000
$
497,750,000
Per 2049 Note

100.000%

0.875%

99.125%
Total for 2049 Notes

$
1,000,000,000
$
8,750,000
$
991,250,000

(1)
Plus accrued interest, if any, from September 6, 2019.
(2)
The underwriters have agreed to reimburse us for certain fees and expenses relating to this offering. See "Underwriting".
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in global form through the book-entry system of The Depository Trust Company ("DTC") and its participants, including
Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), on or about September 6, 2019.

Joint Bookrunners

BofA M e rrill Lync h

Ba rc la ys

Cit igroup
De ut sc he Ba nk Se c urit ie s
H SBC
Co-Managers

Ba nk of China
BBV A
COM M ERZ BAN K
J .P. M orga n
Lloyds Se c urit ie s
M izuho

Se c urit ie s

N a t We st M a rk e t s
Sa nt a nde r
Sc ot ia ba nk
SOCI ET E
SM BC N ik k o
St a nda rd Cha rt e re d
U niCre dit
GEN ERALE
Ba nk
Ca pit a l

M a rk e t s
T he da t e of t his Prospe c t us Supple m e nt is Se pt e m be r 3 , 2 0 1 9 .
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
S-4
THE OFFERING
S-6
RISK FACTORS
S-11
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF THE NOTES AND GUARANTEES
S-14
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES
S-20
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UNDERWRITING
S-24
EXPENSES
S-30
LEGAL MATTERS
S-31
EXPERTS
S-32
Prospe c t us

ABOUT THIS PROSPECTUS
1
RISK FACTORS
2
FORWARD-LOOKING STATEMENTS
9
COMPANY INFORMATION
11
ARTICLES OF ASSOCIATION
13
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
18
USE OF PROCEEDS
20
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
21
PLAN OF DISTRIBUTION
38
CERTAIN TAX CONSIDERATIONS
40
CERTAIN ERISA CONSIDERATIONS
52
LEGAL MATTERS
54
EXPERTS
55

Rather than repeat certain information in this prospectus supplement that we have already included in reports filed with the SEC, we are
incorporating this information by reference, which means that we can

i
Table of Contents
disclose important business, financial and other information to you by referring to those publicly filed documents that contain the
information.
We will provide without charge to each person to whom a prospectus is delivered, including each beneficial owner of the Notes, a copy of
any or all documents that are incorporated into this prospectus supplement by reference, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents that this prospectus supplement incorporates. Copies of the
documents incorporated by reference herein may be obtained at no cost by written or oral request to Company Secretary, British American
Tobacco p.l.c., Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom, +44 (0)20 7845 1000.

ii
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This prospectus supplement is part of a registration statement filed with the SEC on Form F-3, utilizing a "shelf" registration process,
relating to the Notes and Guarantees described in this prospectus supplement. There is on file with the SEC, and attached hereto, a
prospectus dated July 17, 2019 that provides you with a general description of the Notes and the Guarantees. This prospectus supplement
contains specific information about the terms of this offering. This prospectus supplement adds, updates and changes information
contained in the accompanying prospectus. You should carefully read both this prospectus supplement and the accompanying prospectus,
together with additional information described below under the heading "Where You Can Find More Information; Incorporation by
Reference" before you decide to invest in any of the Notes.
This prospectus supplement, the accompanying prospectus and/or any free writing prospectus do not contain all of the information included
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in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC.
For further information, we refer you to the registration statement on Form F-3, including its exhibits, of which this prospectus supplement
is a part. Statements contained in this prospectus supplement and the accompanying prospectus about the provisions or contents of any
agreement or other document are not necessarily complete. If the SEC rules and regulations require that an agreement or document be
filed as an exhibit to the registration statement, please see that agreement or document for a complete description of those matters. You
should not assume that the information in this prospectus supplement, the accompanying prospectus, any subsequent prospectus
supplement, any free writing prospectus or any documents incorporated herein or therein by reference is accurate as of any date other
than the date on the front of each of such documents.
Unless indicated otherwise or the context otherwise requires, references in this prospectus supplement to the terms "BAT Group", "we",
"us" or "our" refer to BAT and its subsidiaries.
Currency amounts in this prospectus supplement are stated in U.S. dollars, unless indicated otherwise.

S-1
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
Statements included in the prospectus, this prospectus supplement and the documents incorporated by reference into this prospectus
supplement and the accompanying 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, including "forward-
looking" statements made within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"). 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", "target", "will", "would"
and similar expressions. These include statements regarding our intentions, beliefs or current expectations concerning, among 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 BAT 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 prospectus supplement, the
accompanying prospectus or incorporated by reference herein. The BAT Group believes that the expectations reflected in this document
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. 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 materially from those projected in the forward-looking statements,
are:

·
competitive actions and pricing pressures in the marketplace, including competition from illicit sources, market size reduction

and consumer down-trading;

·
limitations on advertising and marketing of tobacco products;

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

authorities or adverse decisions by domestic or international regulatory bodies;

·
the outcome of pending or potential litigation, including tobacco litigation, environmental litigation and personal injury claims and

significant monetary obligations imposed under outstanding settlement agreements;

·
economic, regulatory and geopolitical risks inherent in the BAT Group's global operations;

·
risks relating to the ability to maintain credit ratings and to fund the business under the current capital structure;

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

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 the BAT Group's increased ownership in RAI;

·
the continuing decline in cigarette consumption, or the overall consumption of legitimate tobacco products or the transition of

adult tobacco consumers away from premium cigarette brands;

·
fluctuations in foreign exchange rates;

·
potentially significant costs in the event of breaches of, or liabilities arising under, health and safety and environmental laws;

·
the impact of serious injury, illness or death in the workplace;

S-2
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·
liquidity, interest rate and counterparty risks; and

·
the inability to develop, commercialize and roll-out Potentially Reduced-Risk Products.
For a further discussion of these and other risks, contingencies and uncertainties applicable to us, see "Risk Factors" of this prospectus
supplement and the accompanying prospectus.
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 document 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. All 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 supplement.

S-3
Table of Contents
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON ; I N CORPORAT I ON BY REFEREN CE
We have filed a registration statement on Form F-3, including the exhibits and schedules thereto, with the SEC under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, for the registration of the Notes that are being
offered by this prospectus supplement. This prospectus supplement does not include all of the information contained in the registration
statement. You should refer to the prospectus and the registration statement and its exhibits for additional information. Whenever we make
reference in this prospectus supplement 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 supplement, BAT is subject to the periodic reporting requirements of 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. In accordance with the requirements applicable to foreign private issuers, BAT files its
Annual Reports on Form 20-F and other documents with the SEC. BAT's SEC filings are available to the public, together with the public
filings of other issuers, at the SEC's website, http://www.sec.gov.
The following 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, 2018 (the "2018 Form 20-F"), as filed with the SEC on

March 15, 2019(1);

·
BAT's Reports on Form 6-K, furnished to the SEC on January 14, 2019, February 28, 2019 (Finance Director's Retirement),

March 4, 2019, March 5, 2019, March 13, 2019, August 1, 2019 (Half-Year Report), August 1, 2019 (Board Appointment)
and August 6, 2019; and

·
RAI's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on February 9, 2017,
containing the audited consolidated financial statements of RAI as of December 31, 2016 and 2015 and for each of the years in

the three-year period ended December 31, 2016, incorporated by reference herein only insofar as it contains the audited
consolidated financial statements of RAI as of and for the year ended December 31, 2016, to satisfy the requirements of Rule
3-05 of Regulation S-X under the Securities Act.
(1) Part (b) of Note 30 in the Notes on the Accounts in the 2018 Form 20-F ("Note 30") contains condensed consolidating
information to satisfy the requirements of Rule 3-10 of Regulation S-X under the Securities Act. For purposes of this
prospectus supplement which incorporates by reference the 2018 Form 20-F, the financial information included in Note 30 for
British American Tobacco Holdings (The Netherlands) B.V. ("BATHTN") should be added to the column labeled "All other
companies, Non-guarantor subsidiaries", as BATHTN will not provide a guarantee in respect of any debt securities related to
this prospectus supplement or the accompanying prospectus. In addition, BATCAP is the issuer of the Notes offered under
this prospectus supplement, and BATIF is a subsidiary guarantor of the Notes offered under this prospectus supplement.
All 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, prior to the filing of a post-effective amendment to the
registration statement of which this prospectus supplement forms a part that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be incorporated by reference into this prospectus supplement and be a part hereof
from the date of filing or furnishing of such documents.
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Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus supplement 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.

S-4
Table of Contents
Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement. Copies of documents incorporated by reference are not required to be filed with this prospectus supplement but
will be provided to each person, including any beneficial owner, to whom a prospectus is delivered.
Copies of the documents incorporated by reference herein 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.

S-5
Table of Contents
T H E OFFERI N G
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The following is not intended to be complete. You should carefully review the "Description of the
Notes and the Guarantees" section of this prospectus supplement and the "Description of Debt Securities and Guarantees" section of the
accompanying prospectus which contain a more detailed description of the terms and conditions of the Notes and the Guarantees. In this
subsection, "we", "us" and "our" refer only to the Issuer.

Issuer
B.A.T Capital Corporation.

Guarantors
The Notes will be guaranteed by British American Tobacco p.l.c., B.A.T. International
Finance p.l.c., B.A.T. Netherlands Finance B.V. and, unless released in accordance
with the provisions of the Indenture, Reynolds American Inc. and potential future
Subsidiary Guarantors (other than BATIF and BATNF). See "Description of Debt
Securities and Guarantees--Guarantees--Release" in the accompanying prospectus.

Notes Offered
$3,500,000,000 aggregate principal amount of Notes, consisting of:

$1,000,000,000 aggregate principal amount of 2024 Notes

$1,000,000,000 aggregate principal amount of 2026 Notes

$500,000,000 aggregate principal amount of 2029 Notes

$1,000,000,000 aggregate principal amount of 2049 Notes

The Guarantees
The obligations of the Issuer under the Notes will be fully and unconditionally
guaranteed on a senior and unsecured basis by each of BAT, BATNF, BATIF and
RAI. As described below, the guarantee of the Notes provided by RAI will be
automatically released under certain circumstances. See "Description of Debt
Securities and Guarantees--Guarantees" in the accompanying prospectus.

Subsidiary Guarantee Release
Any Guarantor of the Notes that is a subsidiary of the Parent (a "Subsidiary
Guarantor") (including RAI), other than BATIF and BATNF, will automatically and
unconditionally be released from all obligations under its Guarantee, and such
Guarantee shall thereupon terminate and be discharged and of no further force or
effect, in the event that (1) its guarantee of all then outstanding notes issued under
the EMTN Programme (as defined in the "Description of Debt Securities and
Guarantees" in the accompanying prospectus) is released or (2) at substantially the
same time its guarantee of the Notes is terminated, the Subsidiary Guarantor is
released from all obligations in respect of indebtedness for borrowed money for which
such Subsidiary Guarantor is an obligor (as a guarantor or borrower). For purposes of
this paragraph, the amount of a

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Subsidiary Guarantor's indebtedness for borrowed money shall not include (A) the
Notes issued pursuant to the Indenture, (B) any other debt the terms of which permit
the termination of such Subsidiary Guarantor's guarantee of such debt under similar
circumstances, as long as such Subsidiary Guarantor's obligations in respect of such
other debt are terminated at substantially the same time as its guarantee of the Notes,
(C) any debt that is being refinanced at substantially the same time that the guarantee
of the Notes is being released, provided that any obligations of the relevant Subsidiary

Guarantor in respect of the debt that is incurred in the refinancing shall be included in
the calculation of the relevant Subsidiary Guarantor's indebtedness for borrowed
money and (D) for the avoidance of doubt, any debt in respect of which such
Subsidiary Guarantor is an obligor (as a guarantor or borrower) (i) between or among
BAT and any subsidiary or subsidiaries thereof or (ii) between or among any
subsidiaries of BAT. See "Description of Debt Securities and Guarantees--
Guarantees--Release" in the accompanying prospectus.

Maturity Dates
2024 Notes: September 6, 2024.
2026 Notes: September 6, 2026.
2029 Notes: September 6, 2029.
2049 Notes: September 6, 2049.

Interest
2024 Notes: 2.789% per annum, payable semi-annually in arrear.
2026 Notes: 3.215% per annum, payable semi-annually in arrear.
2029 Notes: 3.462% per annum, payable semi-annually in arrear.
2049 Notes: 4.758% per annum, payable semi-annually in arrear.

Interest Payment Dates
March 6 and September 6, of each year, commencing on March 6, 2020 until the
Maturity Date.

Ranking of the Notes and the Guarantees
The Notes and the Guarantees will be direct, unsecured and unsubordinated
obligations of the Issuer and each of the Guarantors, respectively, ranking pari passu
among themselves and with all other direct, unsecured and unsubordinated
obligations (except those obligations preferred by statute or operation of law) of the
Issuer and each of the Guarantors, respectively, from time to time outstanding. The
Notes and the Guarantees will be structurally subordinated to any debt or other
obligations of any subsidiary of BAT that does not guarantee the Notes, with respect
to the earnings and assets of that subsidiary. See "Description of Debt Securities and
Guarantees--Status of the Notes and Guarantees" in the accompanying prospectus.

S-7
Table of Contents
Use of Proceeds
We estimate that the net proceeds from this offering of the Notes will be
approximately $3,481,500,000 after deducting underwriting discounts but before
deducting expenses. We intend to use the net proceeds from this offering to refinance
upcoming maturities, to potentially redeem prior to maturity some of our bonds and for
general corporate purposes. See "Use of Proceeds".

Covenants
Each of the Issuer and the Guarantors has agreed to observe certain covenants with
respect to the Notes and the Guarantees. See "Description of Debt Securities and
Guarantees--Covenants of the Issuer and the Guarantors" in the accompanying
prospectus.

Events of Default
For a discussion of certain events that will permit the acceleration of the Notes,
including acceleration of certain other indebtedness of the Issuer and the Guarantors,
see "Description of Debt Securities and Guarantees--Events of Default" in the
accompanying prospectus.

Optional Redemption
Before the applicable Par Call Date (as defined in "Description of the Notes and the
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Guarantees--Redemption--Optional Redemption") for the relevant series of Notes,
the Issuer may redeem the relevant series of Notes in whole or in part, at its option,
at any time and from time to time at a redemption price equal to the greater of (x)
100% of the principal amount of the relevant series of Notes to be redeemed and
(y) the sum of the present values of the applicable Remaining Scheduled Payments
(as defined in "Description of the Notes and the Guarantees--Redemption--Optional
Redemption") discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months or, in the case of an
incomplete month, the number of days elapsed) at the Treasury Rate (as defined in
"Description of the Notes and the Guarantees--Redemption--Optional Redemption "),

plus:

in the case of the 2024 Notes, 25 basis points
in the case of the 2026 Notes, 30 basis points
in the case of the 2029 Notes, 30 basis points
in the case of the 2049 Notes, 45 basis points

together with, in each case:

accrued and unpaid interest on the principal amount of the relevant series of Notes to

be redeemed to but excluding, the date of redemption. See "Description of the Notes
and the Guarantees--Redemption--Optional Redemption".

On or after the applicable Par Call Date (as defined in "Description of the Notes and
the Guarantees--Redemption--Optional Redemption") the Issuer may redeem the

relevant series of Notes in whole or in part, at its option, at a redemption price equal
to 100% of the principal amount of the Notes of

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such series to be redeemed, plus accrued and unpaid interest on the principal

amount being redeemed to, but excluding, the redemption date. See "Description of
the Notes and the Guarantees--Redemption--Optional Redemption".

Redemption for Tax Reasons
The Issuer may redeem in whole but not in part, at its option, the relevant series of
Notes at a redemption price equal to 100% of the outstanding principal amount of
such Notes, plus any accrued and unpaid interest to, but excluding, the date of
redemption, if the Issuer or a Guarantor becomes obligated to pay Additional Amounts
(as defined in "Description of Debt Securities and Guarantees--Additional Amounts"
in the accompanying prospectus) due to a Change in Tax Law (as defined in
"Description of the Notes and the Guarantees--Redemption--Redemption for Tax
Reasons") with respect to such series of Notes or payments under the Guarantees in
respect thereof. See "Description of the Notes and the Guarantees--Redemption--
Redemption for Tax Reasons".

Payment of Additional Amounts
Subject to certain exceptions and limitations, each of the Parent, BATIF and BATNF
will make payments pursuant to the applicable Guarantee without withholding or
deduction for or on account of any present or future tax, levy, impost or other similar
governmental charge ("Taxes") imposed, assessed, levied or collected by or for the
account of the United Kingdom (in the case of a payment by the Parent or BATIF) or
The Netherlands (in the case of a payment by BATNF), including in each case any
political subdivision thereof or any authority thereof having the power to tax (a
"Relevant Taxing Jurisdiction"), unless such withholding or deduction is required by
law. If any such Guarantor is required by a Relevant Taxing Jurisdiction to so
withhold or deduct such Taxes, such Guarantor will pay to the holder such Additional
Amounts as will result in the receipt by the holder of such amounts as would have
been received by it if no such withholding or deduction of Taxes had been required.
See "Description of Debt Securities and Guarantees--Additional Amounts" in the
accompanying prospectus.

Denomination, Form and Registration of Notes
The Notes will be issued in fully registered form and only in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The Notes will be issued initially as
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424B5
Global Notes (as defined below).

Further Issues
The aggregate principal amount of Notes issuable under the Indenture is unlimited.
The Issuer may, from time to time, without notice to or the consent of the holders of
the Notes in respect of any series of Notes "reopen" such series of Notes and create
and issue additional notes having different or substantially the same terms and
conditions as the Notes issued hereunder. See "Description of the Notes and the
Guarantees--Further Issues".

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Trustee
Citibank, N.A.

Paying Agent, Transfer Agent, Registrar and
Citibank, N.A.
Calculation Agent

Tax Considerations
For a discussion of certain U.S. federal income, U.K. and Dutch tax considerations
relating to the Notes, see "Certain Tax Considerations" in the accompanying
prospectus. You should consult your own tax advisor to determine the tax
consequences of an investment in the Notes.

Governing Law
The Notes, the Guarantees and the Indenture related thereto will be governed by and
construed in accordance with the laws of the State of New York.

Listing
The BAT Group intends to apply to list the Notes on the New York Stock Exchange
("NYSE"). No assurance can be given that such application will be approved or that
any of the Notes will be listed.

Risk Factors
Investing in the Notes involves risks. Prior to investing in the Notes, prospective
investors should consider, together with the other information set out in this
prospectus supplement, the factors and risks attaching to an investment in the Notes.
See "Risk Factors" in this prospectus supplement and the accompanying prospectus.

CUSIPs
2024 Notes: 05526D BG9
2026 Notes: 05526D BJ3
2029 Notes: 05526D BH7
2049 Notes: 05526D BK0

ISINs
2024 Notes: US05526DBG97
2026 Notes: US05526DBJ37
2029 Notes: US05526DBH70
2049 Notes: US05526DBK00

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RI SK FACT ORS
Investing in the Notes offered by this prospectus supplement and the accompanying prospectus involves risk. Before you make a decision
to buy such Notes, you should read and carefully consider the risks and uncertainties discussed in the sections captioned "Principal Group
Risks" and "Group Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on
March 15, 2019, incorporated by reference herein, as well as the risks described in this prospectus supplement, the accompanying
prospectus and any related free writing prospectus or in other documents that are subsequently incorporated by reference. Additional risks
not currently known to us or that are currently deemed immaterial may also have a material adverse effect on us. You should carefully
consider the aforementioned risks together with the other information in this prospectus supplement, the accompanying prospectus and
incorporated by reference herein before deciding to invest in the Notes. If any of those risks actually occurs, our business, financial
condition and results of operations could be materially and adversely affected. In that case, the applicable members of the BAT Group
may be unable to make required payments of principal of, or premium, if any, and interest on, the Notes.
Exchange rate risks and exchange controls may adversely impact currency conversions of principal and interest paid on the
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Notes.
The Issuer will pay principal and interest on the Notes in U.S. dollars (the "Specified Currency"). This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's
Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due
to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the
Specified Currency would decrease the Investor's Currency equivalent yield on the Notes, the Investor's Currency equivalent value of the
principal payable on the Notes and the Investor's Currency equivalent market value of the Notes.
The Notes will initially be held in book-entry form and therefore you must rely on the procedures of relevant clearing systems to
exercise any rights and remedies.
Unless and until Notes in definitive registered form, or definitive registered Notes, are issued in exchange for book-entry interests, owners
of book-entry interests will not be considered owners or holders of notes. DTC, or its nominee, will be the registered holder of the Global
Notes for the benefit of its participants. After payment to the registered holder, we will have no responsibility or liability for the payment of
interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on
the procedures of DTC, and if you are not a participant in DTC, on the procedures of the participants through which you own your interest,
to exercise any rights and obligations of a holder under the Indenture. See "Book Entry, Delivery and Form of Securities".
Unlike the holders of Notes themselves, owners of book-entry interests will not have any direct rights to act upon our solicitations for
consents, requests for waivers or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be permitted
to act only to the extent you have received appropriate proxies to do so from DTC, or, if applicable, from a participant. There can be no
assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any matters on a timely
basis.
Similarly, upon the occurrence of an event of default under the Indenture, unless and until definitive registered notes are issued in respect
of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through DTC. The procedures to be
implemented through DTC may not be adequate to ensure the timely exercise of rights under the Notes. See "Book Entry, Delivery and
Form of Securities".

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U SE OF PROCEEDS
We estimate that the net proceeds from this offering of the Notes will be approximately $3,481,500,000 after deducting underwriting
discounts but before deducting expenses. We intend to use the net proceeds from this offering to refinance upcoming maturities, to
potentially redeem prior to maturity some of our bonds and for general corporate purposes.

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CAPI T ALI Z AT I ON
The following table sets forth our consolidated cash and cash equivalents and capitalization and indebtedness as of June 30, 2019, on an
actual basis and on an as adjusted basis after giving effect to (i) this offering and (ii) the net repayment of £1,345 million of commercial
paper as at July 31, 2019.
This information is unaudited and reflects only the adjustments detailed in the foregoing paragraph and should be read in conjunction with
our audited consolidated financial information and related notes and our unaudited condensed consolidated financial information and
related notes, each incorporated by reference into this prospectus supplement.

As a t
J une 3 0 ,
As

2 0 1 9 (1) a djust e d

£ m

£ m

Ca sh a nd c a sh e quiva le nt s (2)(3)

3 ,3 0 8
4 ,7 8 8
Curre nt int e re st -be a ring lia bilit ie s

8 ,7 1 1
7 ,3 6 6
Unsecured, guaranteed bond issuance

3,707
3,707
Unsecured commercial paper(3)

2,931
1,586
Unsecured bank loans

981
981
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Document Outline

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