For immediate release: Thursday 10 September 2015
Launch of BAT offer for Souza Cruz
British American Tobacco (BAT) confirms that its Brazilian controlled company British American Tobacco Prestação de Serviços Ltda. has today, following approval of its offering documentation by the Brazilian regulator, Comissão de Valores Mobiliários (CVM), launched a public 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).
The Offer for Souza Cruz is at a price per share of Rs 27.62, to be paid in cash, in Brazilian Reais, 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.
A price of Rs 27.62 per share, if adjusted for dividends and interest on own capital, is approximately 37.1% higher than the volume-weighted average of the BM&FBOVESPA closing price of Souza Cruz shares over the three months prior to the closing price for Souza Cruz shares on the trading day preceding the first announcement of BAT's possible offer for Souza Cruz on 23 February 2015.
In accordance with the relevant Brazilian rules, N M Rothschild & Sons (Brasil) Ltda. (Rothschild) and Banco de Investimentos Credit Suisse (Brasil) S.A. (Credit Suisse) were appointed as independent evaluators and carried out separate independent valuations of Souza Cruz as part of the Offer process. On a discounted cashflow basis the Rothschild report gave a value range of Rs 22.09 to Rs 24.54 per Souza Cruz share and the Credit Suisse report gave a value range of Rs 24.30 to Rs 26.72 per share.
As previously announced, BAT has signed an irrevocable undertaking with Aberdeen Asset Management (Aberdeen) under which Aberdeen agreed in return for an offer being 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. Aberdeen is the largest shareholder in Souza Cruz after BAT and owns (both directly and through funds managed or administered by Aberdeen) approximately 4.5% of the total shares issued by Souza Cruz (which represent approximately 18.3% of the Souza Cruz free float).
The Offer remains subject to the satisfaction of certain conditions precedent, including acceptance of the Offer by two-thirds of the holders of free float shares that qualify for the auction. The auction which is the point at which shareholders can accept the Offer has been set for 15 October 2015. The terms and conditions of the Offer are described in further detail in the form of notice of the Offer (Edital) which is available to view on the CVM's website.
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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.
