ssuer: | British American Tobacco p.l.c. (Ticker: BATSLN; Country: UK) | |
Issuer Rating: | BBB+ stable (S&P) / Baa2 stable (Moody’s) | |
Expected Instrument Rating: | BBB- (S&P) / Ba1 (Moody’s) | |
Expected Equity Credit: | S&P Intermediate Equity Content (50% Equity Credit until the First Reset Date) / Moody’s Basket C (50%) | |
Status of Notes: | Direct, unsecured and subordinated obligations of the Issuer, senior only to share capital | |
Format: | Reg S, Bearer, CGN | |
Tranche: | Perp NC5.25yr | Perp NC8yr |
Size: | Benchmark | Benchmark |
IPTs: | 3.375% area | 4.125% area |
Settlement Date: | 27 September 2021 (T+3) | |
Maturity: | Perpetual | Perpetual |
Optional Par Redemption: | Any Business Day from and including 27 September 2026 (the “First Optional Redemption Date”) up to and including the First Reset Date (3 month par call) and on any Interest Payment Date thereafter, together with any accrued and unpaid interest up to (but excluding) the redemption date (including any accrued but unpaid Deferred Interest) | Any Business Day from and including 27 June 2029 (the “First Optional Redemption Date”) up to and including the First Reset Date (3 month par call) and on any Interest Payment Date thereafter, together with any accrued and unpaid interest up to (but excluding) the redemption date (including any accrued but unpaid Deferred Interest) |
First Reset Date: | 27 December 2026 (year 5.25) | 27 September 2029 (year 8) |
Interest: | [ ]% annually, fixed until the First Reset Date, then reset on the First Reset Date and every 5 years thereafter at the relevant 5-year Swap Rate + Initial Credit Spread + Step-up (if applicable) | [ ]% annually, fixed until the First Reset Date, then reset on the First Reset Date and every 5 years thereafter at the relevant 5-year Swap Rate + Initial Credit Spread + Step-up (if applicable) |
Interest Payment: | Annual in arrear on 27 December, commencing on 27 December 2021 (Short First) | Annual in arrear on 27 September, commencing on 27 September 2022 |
1st Step-up Date: | 27 December 2031 (year 10.25) | 27 September 2034 (year 13) |
1st Step-up Margin: | Initial Credit Spread +25 bps | Initial Credit Spread +25 bps |
2nd Step-up Date | 27 December 2046 (year 25.25) | 27 September 2049 (year 28) |
2nd Step-up Margin: | Initial Credit Spread +100 bps | Initial Credit Spread +100 bps |
Optional Interest Deferral: | Optional, cumulative and compounding; at the Issuer’s sole discretion | |
Deferred Interest Payment: | Can be paid, in whole or in part, at any time at the option of the Issuer and needs to be paid, in whole but not in part (i) on the next scheduled Interest Payment Date on which interest on the Securities is paid, (ii) the date on which the Securities are redeemed or repaid (iii) 10 days following occurrence of Compulsory Arrears of Interest Settlement Event, (iv) in the event of substitution or variation (all subject to customary carve-outs) | |
Compulsory Arrears of Interest Settlement Event: | Payment/repurchase in respect to Junior Obligations (including share capital) or Parity Obligations; subject to customary carve-outs | |
Substitution or Variation: | Upon a Rating Capital Event, Accounting Event, Tax Deductibility Event or Withholding Tax Event, subject to certain preconditions including terms not materially less favourable to Holders | |
Special Event Redemption: | Following a Tax Deductibility Event, a Rating Capital Event or an Accounting Event before the First Optional Redemption Date at 101% and at 100% thereafter;
Following a Withholding Tax Event or Substantial Repurchase Event (≥75%) at any time at 100%;
In each case, together with any accrued and unpaid interest up to (but excluding) the relevant date fixed for redemption (including any accrued but unpaid Deferred Interest) | |
Replacement Language: | Intention based, subject to customary carve-outs | |
Denominations: | €100k + €1k | |
Governing Law: | English Law | |
Listing: | London Stock Exchange (Main Market) | |
Documentation: | Standalone; Preliminary Prospectus dated 16 September 2021 | |
Risk Factors: | Investors should read the Risk Factors in the Preliminary Prospectus dated 16 September 2021 | |
Business Days: | London, TARGET 2 | |
Day Count Fraction: | Actual/Actual (ICMA) | |
Joint Structuring Agents and Global Coordinators: | BofA Securities, Deutsche Bank | |
Active Bookrunners: | BofA Securities, Citigroup, Deutsche Bank (B&D), Santander | |
Use of Proceeds: | General corporate purposes, including repayment of debt | |
Marketing: | https://dealroadshow.com and entry code: BAT2021 /
Direct Link: Deal Roadshow | |
Selling Restrictions: | As per Preliminary Prospectus; Reg. S Cat 2 / TEFRA D; no sales to and no communication with US investors, including offshore US investors
There are restrictions on the offer and sale of the Notes and the distribution of offering material, including in The United States, the EEA (including Belgium), the United
Kingdom, Japan, Hong Kong and Singapore | |
Target Market: | The manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or in the United Kingdom. | |
Clearing Systems: | Euroclear and Clearstream | |
ISIN: | [ ] | [ ] |
Issuer LEI: | 213800FKA5MF17RJKT63 | |
Advertisement: | The Final Prospectus, when published, will be available at:
http://www.londonstockexchange.com | |
Timing: | Books open, today’s business | |
Stabilisation: | Relevant stabilisation regulations including FCA / ICMA will apply | |