Bond B.A.T.E. 3.557% ( US05526DBB01 ) in USD

B.A.T.E.

100 % ▲

United Kingdom

US05526DBB01 ( in USD )

3.557% per year ( payment 2 times a year)

14/08/2027

Prospectus brochure of the bond B.A.T US05526DBB01 en USD 3.557%, maturity 14/08/2027

2 000 USD

3 493 054 000 USD

05526DBB0

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/08/2025 ( In 74 days )

B.A.T. (Beyond Average Technology) is a fictional technology company featured in the 2023 film *No Hard Feelings*.

The Bond issued by B.A.T.E. ( United Kingdom ) , in USD, with the ISIN code US05526DBB01, pays a coupon of 3.557% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2027

The Bond issued by B.A.T.E. ( United Kingdom ) , in USD, with the ISIN code US05526DBB01, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by B.A.T.E. ( United Kingdom ) , in USD, with the ISIN code US05526DBB01, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B3
424B3 1 d638731d424b3.htm 424B3
Table of Contents

File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion N o. 3 3 3 -2 2 7 6 5 8
PROSPECT U S
B.A.T Ca pit a l Corpora t ion
OFFER T O EX CH AN GE (t he "Ex c ha nge Offe r")
$ 2 ,2 5 0 ,0 0 0 ,0 0 0 2 .2 9 7 % N ot e s due 2 0 2 0
$ 2 ,2 5 0 ,0 0 0 ,0 0 0 2 .7 6 4 % N ot e s due 2 0 2 2
$ 2 ,5 0 0 ,0 0 0 ,0 0 0 3 .2 2 2 % N ot e s due 2 0 2 4
$ 3 ,5 0 0 ,0 0 0 ,0 0 0 3 .5 5 7 % N ot e s due 2 0 2 7
$ 2 ,5 0 0 ,0 0 0 ,0 0 0 4 .3 9 0 % N ot e s due 2 0 3 7
$ 2 ,5 0 0 ,0 0 0 ,0 0 0 4 .5 4 0 % N ot e s due 2 0 4 7
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due 2 0 2 0
$ 7 5 0 ,0 0 0 ,0 0 0 Floa t ing Ra t e N ot e s due 2 0 2 2

Gua ra nt e e d by Brit ish Am e ric a n T oba c c o p.l.c ., Brit ish Am e ric a n T oba c c o H oldings (T he N e t he rla nds) B.V ., B.A.T .
N e t he rla nds Fina nc e B.V ., B.A.T . I nt e rna t iona l Fina nc e p.l.c . a nd Re ynolds Am e ric a n I nc .

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 ".
Se e "Risk Factors" be ginning on pa ge 1 7 for a disc ussion of c e rt a in risk s t ha t you should c onside r be fore pa rt ic ipa t ing in t he Ex c ha nge Offe r.
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.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s or pa sse d upon
t he a de qua c y or a c c ura c y of t his prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
The date of this prospectus is October 22, 2018.
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
Table of Contents
T ABLE OF CON T EN T S

Pa ge
FORWARD-LOOKING STATEMENTS

iii
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

viii
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 will 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 all documents that are incorporated into this prospectus by reference, other
than exhibits to such documents, unless such exhibits are specifically 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.

i
Table of Contents
ACCORDINGLY, YOU MUST REQUEST THIS INFORMATION NO LATER THAN 5:00 P.M. NEW YORK CITY TIME ON NOVEMBER 13,
2018.
We ha ve not a ut horize d a nyone t o provide a ny inform a t ion or t o m a k e a ny re pre se nt a t ions ot he r t ha n t hose
c ont a ine d in t his prospe c t us. We t a k e no re sponsibilit y for, a nd c a n provide no a ssura nc e a s t o t he re lia bilit y of,
a ny ot he r inform a t ion t ha t ot he rs m a y give you. T his prospe c t us is a n offe r of t he Ex c ha nge N ot e s only unde r
c irc um st a nc e s a nd in jurisdic t ions w he re it is la w ful t o do so. T he inform a t ion c ont a ine d in t his prospe c t us is
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
c urre nt only a s of t he da t e of t his prospe c t us. N e it he r t he de live ry of t his prospe c t us nor a ny sa le m a de
he re unde r sha ll unde r a ny c irc um st a nc e s im ply t ha t t he inform a t ion he re in is c orre c t a s of a ny ot he r da t e
subse que nt t o suc h da t e .

ii
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
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",
"will", "would" and similar expressions. 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. 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;

·
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 overall consumption of legitimate tobacco products or the transition of

adult tobacco consumers away from premium cigarette brands;

·
fluctuations in the foreign exchange rates;

·
potentially 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 roll-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 will materially 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. 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. 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.

iii
Table of Contents
PRESEN T AT I ON OF FI N AN CI AL I N FORM AT I ON AN D OT H ER DAT A
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
Ge ne ra l
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. All 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 generally 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.
U na udit e d Pro Form a Fina nc ia l I nform a t ion re la t ing t o t he RAI a c quisit ion
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 illustrative 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

iv
Table of Contents
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.

v
Table of Contents
I N DU ST RY AN D M ARK ET DAT A
References to market share are the BAT Group's estimates based on the latest available data from a number of internal and external
sources.
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
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. All 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 all
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 overall declining consumption, a particular
product can experience increasing market share relative to competing products, yet still be subject to declining consumption volumes.
CERT AI N DEFI N I T I ON S
Unless otherwise indicated or as the context otherwise requires, all 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 & Williamson Holdings, Inc., f/k/a Brown & Williamson Tobacco Corporation, a Delaware corporation and

indirect, wholly 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 collectively 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 collectively to the Unregistered Fixed Rate Notes and the Fixed Rate Exchange Notes;

·
"Floating Rate Exchange Notes" refer collectively to the 2020 Floating Rate Exchange Notes and the 2022 Floating Rate

Exchange Notes;

vi
Table of Contents

·
"Floating Rate Notes" refer collectively 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";

·
"Lorillard" refer to Lorillard, LLC, a Delaware limited liability company, f/k/a Lorillard, Inc., a Delaware corporation, and a wholly

owned subsidiary of RAI;
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3

·
"Lorillard merger" refer to the acquisition by RAI of Lorillard on June 12, 2015, in a cash and stock transaction;

·
"Lorillard Tobacco" refer to Lorillard Tobacco Company LLC;

·
"Notes" refer to the Unregistered Notes and the Exchange Notes, collectively;

·
"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 billion, the completion of which was announced on July 25, 2017;

·
"RAI Group" refer collectively to RAI and its subsidiaries;

·
"RJR Tobacco Company" refer to R. J. Reynolds Tobacco Company, a North Carolina corporation and an indirect, wholly owned

subsidiary of RAI;

·
"SFNTC" refer to Santa Fe Natural Tobacco Company, Inc.;

·
"Unregistered Fixed Rate Notes" refer collectively 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 collectively to the Unregistered 2020 Floating Rate Notes and the Unregistered 2022

Floating Rate Notes.

vii
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-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 all 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 call 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
electronically 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 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, 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;

https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
·
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;

viii
Table of Contents
·
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 bullet 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 III of Form 10-K.
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, in each case prior to the completion or termination of
this Exchange Offer, shall be incorporated by reference into this prospectus and be a part hereof from the date of filing or furnishing of
such documents. This shall 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 shall 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 shall 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 shall 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.

ix
Table of Contents
PROSPECT U S SU M M ARY
This summary highlights the information contained elsewhere in or incorporated by reference in this prospectus. Because this is only a
summary, it does not contain all of the information that may be important to you. You should read this entire prospectus carefully together
with the information incorporated by reference herein, including "Risk Factors" and the financial statements, and notes related thereto,
incorporated by reference in this prospectus, before making an investment decision.
OU R BU SI N ESS
H ist ory of BAT
The BAT Group has had a significant global presence in the tobacco industry for over 100 years. The British-American Tobacco Company
Ltd., referred to as BAT Ltd., was incorporated in 1902, when the Imperial Tobacco Company and the American Tobacco Company
agreed to form a joint venture company. BAT Ltd. inherited companies and quickly expanded into major markets, including India and
Ceylon, Egypt, Malaya, Northern Europe and East Africa. In 1927, BAT Ltd. expanded into the U.S. market through its acquisition of B&W.
During the 1960s, 1970s and 1980s, the BAT Group diversified its business under the umbrella of B.A.T Industries p.l.c., with acquisitions
in the paper, cosmetics, retail and financial services industries, among others. Various business reorganizations followed as the business
was eventually refocused on the BAT Group's core cigarette, cigars and tobacco products businesses with BAT becoming a separately
listed entity on the London Stock Exchange in 1998.
In 1999, the BAT Group announced a global merger with Rothmans International, at that time the fourth largest tobacco company in the
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
world. The BAT Group acquired Imperial Tobacco Canada in 2000, and in 2003 the BAT Group acquired Ente Tabacchi Italiani S.p.A.,
Italy's state-owned tobacco company. Investments were made in Peru and Serbia in 2003, through the acquisitions of Tabacalera
Nacional and Duvanska Industrija Vranje. In July 2004, the U.S. assets, liabilities and operations, other than certain specified assets and
liabilities, of BAT's wholly owned subsidiary, B&W, were combined with RJR Tobacco Company. RAI was previously formed as a new
holding company for these combined businesses. As a result of the B&W business combination, B&W acquired beneficial ownership of
approximately 42% of RAI's outstanding common stock. In 2008, the BAT Group acquired Tekel, the Turkish state-owned tobacco
company, as well as 100% of the cigarette and snus business of Skandinavisk Tobakskompagni A/S. Following the acquisition of its
business during 2009, the BAT Group recognized an effective 99% interest in Bentoel in Indonesia. In 2011, the BAT Group completed
the acquisition of 100% of Protabaco in Colombia. In 2012, the BAT Group acquired CN Creative Limited, a UK based start-up company
specializing in the development of e-cigarette technologies. During 2013, the BAT Group entered into joint operations in China and
Myanmar. In 2015, the BAT Group acquired the shares it did not already own in Souza Cruz; the Blue Nile Cigarette Company Limited, a
tobacco manufacturing and distribution company in the Republic of Sudan; the CHIC Group, a vapor product business in Poland; and TDR
d.o.o., a cigarette manufacturer in Central Europe. Also in 2015, in connection with the Lorillard merger, the BAT Group invested
$4.7 billion to maintain its approximate 42% equity position in the enlarged RAI, following RAI's purchase of Lorillard.
In 2016, the BAT Group acquired Ten Motives, a UK based e-cigarette business with particular strength in traditional grocery and
convenience channels.
In 2017, the BAT Group completed the acquisition of the remaining 57.8% of RAI the BAT Group did not already own. Following
completion of the acquisition, RAI became an indirect, wholly owned subsidiary of BAT and is no longer a publicly held corporation.
During 2017, the BAT Group acquired certain tobacco assets from Bulgartabac Holding AD in Bulgaria and Fabrika Duhana Sarajevo d.d.
in Bosnia-Herzegovina. The BAT Group also acquired Winnington

1
Table of Contents
Holdings AB in Sweden and certain assets from Must Have Limited in the UK, including the electronic cigarette brand ViP. The financial
impact of these transactions to the BAT Group were immaterial individually and in aggregate.
On December 21, 2017, the BAT Group signed an agreement to acquire 100% of the share capital of Twisp Propriety Limited, a South
African e-cigarette / nicotine vapor company, for up to ZAR 635 million (£37.9 million). Following the July 2018 announcement by the
South African Competition Commission of its recommendation to prohibit the proposed acquisition, the BAT Group has elected to appeal
the decision to the Competition Tribunal of South Africa. If successful in its appeal, completion of the proposed acquisition is expected to
occur in the third quarter of 2019.
BAT was incorporated in July 1997 under the laws of England and Wales as a public limited company and is domiciled in the United
Kingdom.
BAT's ordinary shares are listed on the London Stock Exchange under the trading symbol "BATS" and are classified as a premium listing.
BAT ordinary shares also have a secondary listing on the Johannesburg Stock Exchange under the abbreviated name "BATS" and the
trading symbol "BTI".
BAT ordinary shares trade in the form of BAT ADSs in the United States, and the BAT ADSs are listed on the NYSE where they trade
under the trading symbol "BTI".
BAT's principal and registered offices are located at Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom, and its
telephone number is +44 (0)20 7845 1000. BAT's website address is www.bat.com. The web address of BAT has been included as an
inactive textual reference only. BAT's website and the information contained therein or connected thereto are not intended to be
incorporated into this prospectus.
Ove rvie w of our Busine ss: Brit ish Am e ric a n T oba c c o p.l.c .
BAT is the parent holding company of the BAT Group, a leading, multi-category consumer goods company that provides tobacco and
nicotine products to millions of consumers around the world.
According to the BAT Group's internal estimates, the BAT Group is a market leader in more than 55 countries by volume, producing the
cigarette chosen by one in eight of the world's one billion smokers. The BAT Group in 2017, excluding the BAT Group's associated
undertakings, was organized into five regions: Asia-Pacific, Americas, Eastern Europe Middle East and Africa (EEMEA) and Western
Europe, and the U.S.--Reynolds American Inc. The BAT Group has a devolved structure, with each local company having responsibility
for its operations.
Effective January 1, 2018, the BAT Group is organized into four regions, being the United States, Asia-Pacific and Middle East (APME),
Europe and North Africa (ENA) and Americas and Sub-Saharan Africa (AmSSA).
The BAT Group's range of combustible products covers all segments, from value-for-money to premium with a portfolio of international,
regional and local tobacco brands to meet a broad array of adult tobacco consumer preferences wherever the BAT Group operates. The
BAT Group is investing in building a portfolio of potentially less harmful tobacco and nicotine products alongside its traditional tobacco
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
business--including vapor and tobacco heating products (THPs) in the Next Generation Products (NGP) category, and, in the oral tobacco
and nicotine products category, products such as snus, tobacco-free nicotine pouches and moist snuff. Collectively, the BAT Group refers
to these products as its potentially reduced-risk products.
The BAT Group manages a globally integrated supply chain and its products are distributed to retail outlets worldwide.

2
Table of Contents
T H E T RAN SACT I ON S
On July 25, 2017, the acquisition by the BAT Group of the shares of RAI common stock that it did not already own was completed. We
refer to the RAI acquisition and the related transactions, including the issuance of 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, the Unregistered 2020 Floating Rate Notes and the Unregistered 2022 Floating Rate Notes, collectively as the
"Transactions."
RAT I O OF EARN I N GS T O FI X ED CH ARGES
Our consolidated ratio of earnings to fixed charges for the six months ended June 30, 2018 was 5.6. Our consolidated ratio of earnings to
fixed charges for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 were 5.9, 8.9, 9.2, 9.5 and 10.2, respectively, prepared
on a consistent basis reflecting the retrospective adoption of IFRS 15 (Revenue from Contracts with Customers).
COM PAN Y I N FORM AT I ON
T he I ssue r
B.A.T Capital Corporation
BATCAP was incorporated under the laws of the State of Delaware, United States of America on April 6, 1981, under file no. 911777.
BATCAP is domiciled in the State of Delaware. BATCAP's principal function is to operate as a financing company for the BAT Group.
BATCAP does not have any subsidiary entities. The principal offices of BATCAP are located at 103 Foulk Road, Suite 120, Wilmington,
Delaware 19803, United States of America and its phone number is +1 302 691 6323.
T he Gua ra nt ors
British American Tobacco p.l.c.
The Parent Guarantor was incorporated as a public limited liability company under the laws of England and Wales on July 23, 1997, with
registration no. 03407696 and is registered as an external company in the Republic of South Africa, with registration no. 2008/023963/10.
The Parent Guarantor is the BAT Group's parent holding company and its principal and registered offices are located at Globe House, 4
Temple Place, London WC2R 2PG, United Kingdom and its phone number is +44 (0)20 7845 1000. BAT maintains a website at
http://www.bat.com.
B.A.T. International Finance p.l.c.
BATIF was incorporated as a private limited company under the laws of England and Wales on July 10, 1972, with registration no.
1060930 and was re-registered as a public limited company on September 8, 1981. BATIF's principal function is to operate as a financing
company for the BAT Group. BATIF's principal and registered offices are located at Globe House, 4 Temple Place, London WC2R 2PG,
United Kingdom and its phone number is +44 (0)20 7845 1000.
British American Tobacco Holdings (The Netherlands) B.V.
BATHTN was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the
laws of the Netherlands on February 24, 1992. BATHTN is an investment holding company and has its statutory seat (statutaire zetel) in
Amstelveen, the Netherlands and is registered with the Trade Register (Handelsregister) of the Chamber of Commerce under no.
33236251. The registered offices of BATHTN are located at Handelsweg 53A, 1181 ZA Amstelveen, The Netherlands and its phone
number is +31 (0)20 540 6911.

3
Table of Contents
B.A.T. Netherlands Finance B.V.
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

424B3
BATNF was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the
laws of the Netherlands on April 23, 2014. BATNF's principal function is to operate as a financing company for the BAT Group. It has its
statutory seat (statutaire zetel) in Amstelveen, The Netherlands and is registered with the Trade Register (Handelsregister) of the
Chamber of Commerce under no. 60533536. The registered offices of BATNF are located at Handelsweg 53A, 1181 ZA Amstelveen, The
Netherlands and its phone number is +31 (0)20 540 6911.
Reynolds American Inc.
RAI was incorporated in the State of North Carolina on January 2, 2004. RAI's principal offices are located at 401 North Main Street,
Winston-Salem, North Carolina 27101, United States and its telephone number is +1 336 741 2000.
RAI is a holding company whose wholly owned operating subsidiaries include: (i) RJR Tobacco Company, whose brand portfolio includes
the premium brands Newport and Camel and the traditional value brand Pall Mall; (ii) SFNTC, the manufacturer and marketer of the
premium cigarette brand Natural American Spirit in the United States; (iii) American Snuff Co., the second largest smokeless tobacco
products manufacturer in the United States; (iv) R. J. Reynolds Vapor Company, referred to as RJR Vapor, a marketer of digital vapor
cigarettes in the United States; and (v) Niconovum USA, Inc. and Niconovum AB, which are marketers of nicotine replacement therapy
products in the United States and Sweden, respectively.

4
Table of Contents
T H E EX CH AN GE OFFER
Background
On August 15, 2017, the Issuer issued $17.25 billion aggregate principal amount of senior notes, consisting of $2.25 billion aggregate
principal amount of Unregistered 2.297% Notes, $2.25 billion aggregate principal amount of Unregistered 2.764% Notes, $2.50 billion
aggregate principal amount of Unregistered 3.222% Notes, $3.50 billion aggregate principal amount of Unregistered 3.557% Notes,
$2.50 billion aggregate principal amount of Unregistered 4.390% Notes, $2.50 billion aggregate principal amount of Unregistered 4.540%
Notes, $1.00 billion aggregate principal amount of Unregistered 2020 Floating Rate Notes and $750 million aggregate principal amount of
Unregistered 2022 Floating Rate Notes, in a private offering. We are required to conduct the Exchange Offer pursuant to a registration
rights agreement dated August 15, 2017, with respect to the Unregistered Notes (the "Registration Rights Agreement"), for the purpose of
allowing holders to exchange their Unregistered Notes for Exchange Notes that have been registered under the Securities Act.

Notes Offered for Exchange
The Issuer is offering on a one-for-one basis and in satisfaction of its obligations under
the Registration Rights Agreement:

(i) ?up to $2,250,000,000 in aggregate principal amount of its 2.297% Exchange Notes
registered under the Securities Act in exchange for an equal aggregate principal
amount of its Unregistered 2.297% Notes;

(ii) ??up to $2,250,000,000 in aggregate principal amount of its 2.764% Exchange Notes
registered under the Securities Act in exchange for an equal aggregate principal
amount of its Unregistered 2.764% Notes;

(iii) ?up to $2,500,000,000 in aggregate principal amount of its 3.222% Exchange Notes
registered under the Securities Act in exchange for an equal aggregate principal
amount of its Unregistered 3.222% Notes;

(iv) ?up to $3,500,000,000 in aggregate principal amount of its 3.557% Exchange Notes
registered under the Securities Act in exchange for an equal aggregate principal
amount of its Unregistered 3.557% Notes;

(v) ??up to $2,500,000,000 in aggregate principal amount of its 4.390% Exchange Notes
registered under the Securities Act in exchange for an equal aggregate principal
amount of its Unregistered 4.390% Notes;

(vi) ?up to $2,500,000,000 in aggregate principal amount of its 4.540% Exchange Notes
registered under the Securities Act in exchange for an equal aggregate principal
amount of its Unregistered 4.540% Notes;

(vii) ??up to $1,000,000,000 in aggregate principal amount of its 2020 Floating Rate
Exchange Notes registered under the Securities Act in exchange for an equal
aggregate principal amount of its Unregistered 2020 Floating Rate Notes; and

(viii) ?up to $750,000,000 in aggregate principal amount of its 2022 Floating Rate
Exchange Notes registered under the
https://www.sec.gov/Archives/edgar/data/1275283/000119312518303734/d638731d424b3.htm[10/22/2018 10:08:03 AM]

Document Outline

#1">
- #1">