UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

British American Tobacco p.l.c.

(Exact name of registrant as specified in its charter)

 

 

 

 

England and Wales		98-0207762
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

Globe House

4 Temple Place

London WC2R 2PG

United Kingdom

(Address of principal executive offices)

(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
4.742% Notes due 2032		New York Stock Exchange
5.650% Notes due 2052		New York Stock Exchange
4.448% Notes due 2028		New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-232691

Securities to be registered pursuant to Section 12(g) of the Act:

None.

 

 

 

TABLE OF CO-REGISTRANTS*

 

Exact Name of Registrant as Specified in its Charter		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number		Address, including Zip Code of Registrant’s Principal Executive Offices
B.A.T Capital Corporation		Delaware		61-0986865		103 Foulk Road Suite 120 Wilmington, Delaware 19803 U.S.A.
B.A.T. International Finance p.l.c.		England and Wales		98-0402606		Globe House 4 Temple Place London WC2R 2PG United Kingdom
B.A.T. Netherlands Finance B.V.		The Netherlands		Not Applicable		Handelsweg 53A 1181 ZA Amstelveen The Netherlands
Reynolds American Inc.		North Carolina		20-0546644		401 North Main Street Winston-Salem, North Carolina 27101 U.S.A.

 

*

B.A.T Capital Corporation is the issuer of the 4.742% Notes due 2032 and the 5.650% Notes due 2052 (collectively the “BATCAP Notes”) being registered hereunder. B.A.T. International Finance p.l.c. is the issuer of the 4.448% Notes due 2028 (the “BATIF Notes” and, together with the BATCAP Notes, the “Notes”) being registered hereunder. The other listed registrants are guarantors of the Notes. In addition, the BATCAP Notes are also guaranteed by B.A.T. International Finance p.l.c. and the BATIF Notes are also guaranteed by B.A.T Capital Corporation.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The registrant has filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement dated March 14, 2022 (the “Prospectus Supplement”) to a prospectus dated March 27, 2020 (the “Prospectus”), relating to the securities to be registered hereunder included in the registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-232691), which became automatically effective on July 17, 2019, as amended by the Post-Effective Amendment No. 1 thereto, which became automatically effective on March 27, 2020.

Item 1. Description of Registrant’s Securities to be Registered.

The information set forth in (i) the sections captioned “Description of Debt Securities and Guarantees Issued Under the 2019 Indentures”, “Certain Tax Considerations” (other than the information contained under the heading titled “Additional Tax Consequences to U.S. Holders of Newly Issued BATCAP Debt Securities Issued Under the 2017 Indenture”) and “Certain ERISA Considerations” in the registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form F-3 (File No. 333-232691) filed with the Commission on March 27, 2020, and (ii) the sections captioned “Description of the BATCAP Notes and the BATCAP Guarantees”, “Description of the BATIF Notes and the BATIF Guarantees”, “Book-Entry, Delivery and Form of Securities” and “Material Netherlands Income Tax Considerations” in the registrant’s Prospectus Supplement are each incorporated herein by reference.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.

 

4.1		Indenture, dated as of September  6, 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 6, 2019).
4.2		Indenture, dated as of September  25, 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 25, 2020).
4.3		Supplemental Indenture No. 12, dated as of March  16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.4		Supplemental Indenture No. 13, dated as of March  16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.5		Supplemental Indenture No. 2, dated as of March  16, 2022, by and among B.A.T. International Finance p.l.c, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

		BRITISH AMERICAN TOBACCO P.L.C.
Date: March 17, 2022		By:		/s/ T. Marroco
				Name:		T. Marroco
				Title:		Finance and Transformation Director

 

		B.A.T CAPITAL CORPORATION
Date: March 17, 2022		By:		/s/ B. T. Harrison
				Name:		B. T. Harrison
				Title:		Secretary
		B.A.T. INTERNATIONAL FINANCE P.L.C.
Date: March 17, 2022		By:		/s/ N. Wadey
				Name:		N. Wadey
				Title:		Director

 

		B.A.T. NETHERLANDS FINANCE B.V.
Date: March 17, 2022		By:		/s/ JEP Bollen
				Name:		JEP Bollen
				Title:		Director
Date: March 17, 2022		By:		/s/ HMJ Lina
				Name:		HMJ Lina
				Title:		Director
		REYNOLDS AMERICAN INC.
Date: March 17, 2022		By:		/s/ Anthony B. Petitt
				Name:		Anthony B. Petitt
				Title:		Treasurer

EXHIBIT INDEX

 

4.1		Indenture, dated as of September 6, 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 6, 2019).
4.2		Indenture, dated as of September 25, 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on September 25, 2020).
4.3		Supplemental Indenture No. 12, dated as of March 16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.4		Supplemental Indenture No. 13, dated as of March 16, 2022, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).
4.5		Supplemental Indenture No. 2, dated as of March 16, 2022, by and among B.A.T. International Finance p.l.c, the Guarantors party thereto and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Form 6-K filed by British American Tobacco p.l.c. on March 16, 2022).