20 March 2024

BAE Systems plc

Notes Issuance

BAE Systems plc announces a private placement of notes (the "Notes") to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.  The Notes will be issued by BAE Systems plc.  The Notes to be issued consist of U.S.$800,000,000 in aggregate principal amount of 5.000% Notes due 2027, U.S.$1,250,000,000 in aggregate principal amount of 5.125% Notes due 2029, U.S.$500,000,000 in aggregate principal amount of 5.250% Notes due 2031, U.S.$1,500,000,000 in aggregate principal amount of 5.300% Notes due 2034 and U.S.$750,000,000 in aggregate principal amount of 5.500% Notes due 2054. 

The net proceeds of the offering will be used (i) to refinance $4.0 billion in aggregate principal amount outstanding under the Bridge Loan Facility Agreement incurred to fund part of the acquisition price of Ball Aerospace, and (ii) for general corporate purposes, including the repayment of indebtedness.

The offering is expected to close on or about 26 March 2024.

The Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes.  Any offer of the Notes will be made only by means of a private offering memorandum.

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For further information, please contact:

Investor Relations                                           Media Relations

Martin Cooper                                                 Kristina Anderson
Investor Relations Director                            Director, Media Relations
Telephone: +44 (0)1252 383455                  Telephone: +44 (0)7540 628673
Email: [email protected]              Email: [email protected]