B.A.T. International Finance p.l.c.
Notice of Guarantor Accession to the holders of certain series of guaranteed notes issued by B.A.T. International Finance p.l.c. ("BATIF") under the £15,000,000,000 Euro Medium Term Note Programme of BATIF, British American Tobacco Holdings (The Netherlands) B.V. ("BATHTN") and B.A.T. Netherlands Finance B.V. ("BATNF") (as Issuers) and British American Tobacco p.l.c. ("British American Tobacco") and each of the Issuers (except where it is the relevant Issuer) (as Guarantors)
Notice is hereby given to the holders of the:
· Series 26 £500,000,000 6.375 per cent. Guaranteed Notes due 2019 (ISIN: XS0182188366) issued pursuant to an Offering Circular dated 16 April 2003 (as supplemented on 25 June 2003, 5 August 2003 and 8 December 2003) (the "Series 26 Notes");
· Series 32 €1,250,000,000 5.375 per cent. Guaranteed Notes due 2017 (ISIN: XS0307791698) issued pursuant to a Base Prospectus dated 27 November 2006 (as supplemented on 8 March 2007 and 18 June 2007) (the "Series 32 Notes");
· Series 33 £500,000,000 7.250 per cent. Guaranteed Notes due 2024 (ISIN: XS0352062995) issued pursuant to a Base Prospectus dated 30 November 2007 (as supplemented on3 March 2008) (the "Series 33 Notes");
· Series 34 €1,250,000,000 5.875 per cent. Guaranteed Notes due 2015 (ISIN: XS0352065584) issued pursuant to a Base Prospectus dated 30 November 2007 (as supplemented on3 March 2008) (the "Series 34 Notes");
· Series 35 £250,000,000 6.000 per cent. Guaranteed Notes due 2022 (ISIN: XS0436059843) issued pursuant to a Base Prospectus dated 1 December 2008 (as supplemented on 2 March 2009, 27 April 2009 and 18 June 2009) (the "Series 35 Notes");
· Series 37 £500,000,000 6.000 per cent. Guaranteed Notes due 2034 (ISIN: XS0468426266) issued pursuant to a Base Prospectus dated 1 December 2008 (as supplemented on 2 March 2009, 27 April 2009, 18 June 2009, 7 August 2009 and 5 November 2009) (the "Series 37 Notes");
· Series 38 £275,000,000 5.750 per cent. Guaranteed Notes due 2040 (ISIN: XS0522408599) issued pursuant to a Base Prospectus dated 1 December 2009 (as supplemented on 2 March 2010 and 7 May 2010) (the "Series 38 Notes");
· Series 39 €600,000,000 3.625 per cent. Guaranteed Notes due 2021 (ISIN: XS0704178556) issued pursuant to a Base Prospectus dated 1 December 2010 (as supplemented on 24 February 2011, 5 May 2011 and 29 July 2011) (the "Series 39 Notes");
· Series 41 US$300,000,000 1.125 per cent. Guaranteed Notes due 2016 (ISIN: XS0909353053) issued pursuant to a Base Prospectus dated 11 December 2012 (as supplemented on 28 February 2013) (the "Series 41 Notes");
· Series 42 €650,000,000 2.750 per cent. Guaranteed Notes due 2025 (ISIN: XS0909359332) issued pursuant to a Base Prospectus dated 11 December 2012 (as supplemented on 28 February 2013) (the "Series 42 Notes");
· Series 43 £650,000,000 4.000 per cent. Guaranteed Notes due 2026 (ISIN: XS0969309847) issued pursuant to a Base Prospectus dated 11 December 2012 (as supplemented on 28 February 2013, 22 April 2013 and 1 August 2013) (the "Series 43 Notes"); and
· Series 45 €400,000,000 Floating Rate Guaranteed Notes due 2018 (ISIN: XS1043096400) issued pursuant to a Base Prospectus dated 12 December 2013 (as supplemented on 27 February 2014) (the "Series 45 Notes" and together with Series 26, Series 32, Series 33, Series 34, Series 35, Series 37, Series 38, Series 39, Series 41, Series 42 and Series 43 Notes, the "Notes"),
that with effect on and from 11 December 2014, pursuant to the Trust Deed dated 6 July 1998 (as modified, amended and restated), last supplemented by the Twenty-Third Supplemental Trust Deed dated 8 December 2014 (in relation to the Series 26, Series 32, Series 33, Series 34, Series 35, Series 37, Series 38 and Series 39 Notes) between each of BATIF, BATHTN, BATNF, B.A.T Capital Corporation, British American Tobacco and The Law Debenture Trust Corporation p.l.c. (the "Trustee") and the Twenty-Fourth Supplemental Trust Deed dated 8 December 2014 (in relation to the Series 41, Series 42, Series 43 and Series 45 Notes) made between each of BATIF, BATHTN, BATNF, British American Tobacco and the Trustee,
A. BATNF will accede as an additional guarantor in respect of the Notes under the respective Trust Deeds (as subsequently amended or modified);
B. the Notes will continue to benefit from the joint and several guarantee of BATHTN, BATCAP (in relation to the Series 26, Series 32, Series 33, Series 34, Series 35, Series 37, Series 38 and Series 39 Notes only) and British American Tobacco; and
C. the Principal Paying Agent for the in respect of each Series of the Notes is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB.
All words and expressions defined in the applicable Trust Deeds shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.
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4 Temple Place
London WC2R 2PG
