B.A.T. Netherlands Finance B.V.
Notice of Issuer Substitution to the holders of certain series of guaranteed notes each issued by B.A.T. Netherlands Finance B.V. ("BATNF") under the £15,000,000,000 Euro Medium Term Note Programme of B.A.T. International Finance p.l.c. ("BATIF"), British American Tobacco Holdings (The Netherlands) B.V. ("BATHTN") and 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 36 €650,000,000 4.875 per cent. Guaranteed Notes due 2021 (ISIN: XS0468425615) (the "Series 36 Notes");
· Series 37 €600,000,000 4.000 per cent. Guaranteed Notes due 2020 (ISIN: XS0522407351) (the "Series 37 Notes");
· Series 40 €750,000,000 2.375 per cent. Guaranteed Notes due 2023 (ISIN: XS0856014583) (the "Series 40 Notes"); and
· Series 44 €600,000,000 3.125 per cent. Guaranteed Notes due 2029 (ISIN: XS1043097630) (the "Series 44 Notes" and together with the Series 36 Notes, Series 37 Notes and Series 40 Notes, the "Notes"),
that with effect on and from 13 April 2016 that, pursuant to Condition 15 of the Terms and Conditions of the Series 36 Notes, the Series 37 Notes and the Series 40 Notes, Condition 14 of the Terms and Conditions of the Series 44 Notes and Clause 13 of the Trust Deed dated 6 July 1998, as modified by and restated in the applicable supplemental trust deeds, as supplemented by the Twenty-Fifth Supplemental Trust Deed dated 12 April 2016 in respect of the Series 36 and Series 37 Notes made between each of BATIF, BATNF, B.A.T Capital Corporation, BATHTN, British American Tobacco and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), and as last supplemented by the Twenty-Sixth Supplemental Trust Deed dated 12 April 2016 in respect of the Series 40 and Series 44 Notes made between each of BATIF, BATNF, BATHTN, British American Tobacco and the Trustee,
(A) BATIF will be substituted in place of BATNF as the issuer and principal debtor in respect of the Notes under the respective Trust Deeds, each as subsequently modified (the "Substitution");
(B) the Notes will continue to benefit from the joint and several guarantee of BATHTN, British American Tobacco and BATCAP (in relation to the Series 36 and Series 37 Notes only) and, following the Substitution, will also benefit from the joint and several guarantee of BATNF; and
(C) the Principal Paying Agent 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 Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.
Enquiries
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Will Hill/Anna Vickerstaff
+44 (0)20 7845 2888 (24 hours)
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+44 (0)20 7845 1180/1519
British American Tobacco p.l.c.
Globe House
4 Temple Place
London WC2R 2PG
12 April 2016
