For immediate release: Thursday 20 August 2015
Irrevocable Undertaking regarding proposed Souza Cruz offer
Following on from the recent announcement by Souza Cruz, British American Tobacco (BAT) confirms that it has signed an irrevocable undertaking with Aberdeen Asset Management (Aberdeen) relating to its proposed tender offer to acquire up to all of the 24.7% of Souza Cruz shares which are not currently owned by BAT and to delist the company (the Offer).
Aberdeen is the largest shareholder in Souza Cruz after BAT and owns (both directly and through funds managed or administered by Aberdeen) circa 4.5% of the total shares issued by Souza Cruz (which represent approximately 18.3% of the Souza Cruz free float).
Under the terms of the irrevocable undertaking Aberdeen has agreed that if the Offer is launched at a price of Rs 27.62 per share it will: (i) consent to the delisting of Souza Cruz; and (ii) sell all of its shares to BAT as part of the Offer process. The price of Rs 27.62 would be reduced by the amount of any dividends and interest on own capital declared by Souza Cruz in the period prior to the completion of the Offer.
The review by the Comissão de Valores Mobiliários (CVM), the Brazilian regulator, of the form of notice of the offer (Edital) and the related registration process of the Offer is ongoing and BAT is awaiting the CVM's approval. It is expected that BAT will be in a position to launch the Offer should it decide to do so in September 2015.
ENQUIRIES
Press Office Investor Relations
Will Hill / Anna Vickerstaff Mike Nightingale / Rachael Brierley
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Deutsche Bank UBS
Nigel Meek / James Ibbotson James Robertson / Alisher Dadakuziev
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NOTES TO EDITORS
BAT is a global tobacco Group with brands sold in more than 200 markets. It employs more than 57,000 people worldwide and has over 200 brands in its portfolio, with its cigarettes chosen by one in eight of the world's one billion smokers. BAT has leadership in more than 60 markets around the world. The Group generated £4.5 billion profit from operations in 2014.
BAT is being advised by Deutsche Bank and UBS.
For further information:
www.bat.com
www.bat.com/annualreport
www.bat.com/sustainability
www.flickr.com/photos/welcometobat
www.youtube.com/welcometobat
Twitter: @BATPress
Disclaimers
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting for British American Tobacco and no one else in connection with the contents of this Announcement and will not be responsible to anyone other than British American Tobacco for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.
UBS Limited is authorised by the Prudential Regulation Authority and in the United Kingdom is regulated by the Financial Conduct Authority and Prudential Regulation Authority. UBS Limited is acting for British American Tobacco and no one else in connection with the contents of this Announcement and will not be responsible to anyone other than British American Tobacco for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.
