B.A.T. INTERNATIONAL FINANCE P.L.C.
Record Dates: at the close of business on the 15th calendar day that precedes the related Interest Payment Date, whether or not such day is a Business Day.
Reference is made to the further provisions of this 2026 Note contained herein, which will for all purposes have the same effect as if set forth at this place.
B.A.T INTERNATIONAL FINANCE P.L.C.
1.668% NOTE DUE 2026
(1)
Interest. B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales, as issuer (the “
Company”),
promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 1.668% per annum. Interest on the 1.668% Notes due 2026 (the “
2026 Notes”) will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including
September 25, 2020, to but excluding the date on which interest is paid.
Interest shall be payable in arrears on each March 25 and September 25, commencing on
March 25, 2021. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months or, in the case of an incomplete month, the number
of days elapsed.
The Company shall pay interest on overdue principal (to the full extent permitted by law) at the rate borne by the 2026 Notes.
(2)
Method of Payment. The Company will pay interest to those persons in whose name a Note is registered on the Note register at the close of business on the 15th calendar day that precedes each
Interest Payment Date, whether or not such day is a Business Day. Interest on the 2026 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. If the date on which
any interest payment or principal payment is to be made is not a Business Day, such payment will be made on the next day which is a Business Day, without any further interest or other amounts being paid or payable in connection therewith.
(3)
Paying Agent, Transfer Agent and Registrar. Initially, Citibank, N.A. (the “
Agent”) will act as a Paying Agent, Transfer Agent and Registrar.
The Company
may change any Paying Agent, Transfer Agent or Registrar without notice to the Holders of the 2026 Notes.
The Company or any of its
subsidiaries may act as Paying Agent, Transfer Agent or Registrar.
(5)
Optional Redemption. At any time and from time to time before the Par Call Date,
the Company may redeem the 2026 Notes, in whole or in part, at
the Company’s option, upon not less than 10 nor
more than 30 days’ prior notice, at a price equal to the greater of:
(1) 100% of the aggregate principal amount of any 2026 Notes being redeemed, and
(2) as determined by the Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Treasury Rate, plus 25 basis points,
together with, in each case, accrued and unpaid interest on the principal amount of the 2026 Notes to be redeemed to, but excluding, the Redemption Date.
On or after the Par Call Date of the 2026 Notes, the 2026 Notes will be redeemable in whole at any time or in part, from time to time, at
the Company’s option, upon at least 10 days’ but no more than 30 days’ prior
notice, at a price equal to 100% of the principal amount of the 2026 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
The 2026 Notes are also redeemable by
the Company, in whole but not in part, at 100% of the principal amount of the 2026 Notes plus any accrued and unpaid interest to the Redemption Date (including any Additional
Amounts) at
the Company’s option at any time prior to their maturity if, due to a Change in Tax Law: (i)
the Company or any Guarantor, in accordance with the Supplemental
Indenture No. 1, has, or would, become obligated to pay any Additional
Amounts to the Holders of the 2026 Notes; (ii) in the case of any Guarantor, (A) the Parent would be unable, for reasons outside its control, to procure payment by
the Company or any other Guarantor or (B) the procuring of such payment by the
Company and each such other Guarantor would be subject to withholding taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or
the Company, taking reasonable
measures available to it.
(6)
Redemption Procedures. If
the Company elects to redeem less than all of the 2026 Notes at any time, in the case of 2026 Notes issued in definitive form, the 2026 Notes to be redeemed shall be
selected in accordance with applicable procedures of the Depositary.
(7)
Notice of Redemption. Notices of redemption shall be transmitted at least 10 but not more than 30 days before the Redemption Date to each Holder of 2026 Notes to be redeemed in accordance with
Section 10.01 of the
Indenture. If the 2026 Notes are to be redeemed in part only, the notice of redemption that relates to such 2026 Notes will state the portion of the principal amount thereof that is to be redeemed. Any redemption may, at
the Company’s sole discretion, be subject to the satisfaction of one or more conditions precedent. In the event of a conditional redemption, the notice of conditional redemption shall reflect and specify the conditions to the redemption. Once
the notice of redemption is delivered, 2026 Notes called for redemption shall, subject to the satisfaction of any applicable conditions, become irrevocably due and payable on the Redemption Date.
(8)
Denominations, Transfer, Exchange. The 2026 Notes shall be issuable only in fully registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. A Holder may transfer or exchange 2026 Notes in accordance with the
Indenture.
(9)
Persons Deemed Owners. The Depositary may be treated by
the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner of the 2026 Global Notes for all purposes
whatsoever.
(10)
Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request or, if such
money is then held by
the Company in trust, such money shall be released from such trust. After that, Holders of the 2026 Notes entitled to the money must look only to
the Company for payment as general creditors unless applicable abandoned
property law designates another Person.
(11)
Amendment, Supplement, Waiver, Etc. The Company, the Guarantors and the Trustee may modify or amend the
Indenture, the 2026 Notes or the Guarantees without the consent of any Holder to, among
other things, cure any ambiguity, or to correct or supplement any provision contained in the
Indenture, the 2026 Notes or the Guarantees and add to the covenants, or the restrictions, conditions or provisions applicable to,
the Company and
Guarantors, as the case may be, such further covenants, restrictions, conditions or provisions as
the Company and any Guarantor, as the case may be, shall consider to be for the protection of the Holders of the applicable 2026 Notes issued
pursuant to the
Indenture. Other amendments and modifications of the
Indenture or the 2026 Notes may be made by
the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all series of Notes
affected by such amendments or modifications (voting as one class), subject to certain exceptions requiring the consent of each of the Holders of the 2026 Notes to be affected.
(12)
Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the
Indenture, if an Event of Default with respect to the 2026 Notes (other than an
Event of Default specified in Section 5.01 (vii), (viii) or (ix) of the
Indenture with respect to
the Company or any Guarantor) shall have occurred and be continuing, unless the principal of all the 2026 Notes shall have already become due and
payable, the Holders of not less than 25% in aggregate principal amount of the 2026 Notes then outstanding, by notice in writing to
the Company, each Guarantor and the Trustee, may declare the entire principal amount of all 2026 Notes and
interest accrued and unpaid thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, without any further declaration or other act on the part of any Holder of the 2026
Notes. If certain Events of Default specified in Section 5.01 (vii), (viii) or (ix) of the
Indenture occur with respect to
the Company and are continuing, the principal amount of and accrued and unpaid interest on all the 2026 Notes issued
pursuant to the
Indenture shall become immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder of the 2026 Notes. The Trustee shall be under no obligation to exercise any of its rights or
powers under the
Indenture at the request or direction of any of the Holders of the 2026 Notes, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee. Except in the case of a Default or Event of
Default in payment of the principal of, premium, if any, or interest on any 2026 Note (including payments pursuant to a redemption or repurchase of the 2026 Notes pursuant to the provisions of the
Indenture), the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of the 2026 Notes.
(13)
Trustee Dealings with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of 2026 Notes and may make loans to, accept deposits from, perform services
for or otherwise deal with
the Company or any Affiliate thereof with the same rights it would have if it were not Trustee.
(14)
No Recourse Against Others. No director, officer, employee or stockholder of
the Company or any of the Guarantors, past, present or future, will have any liability for any of
the Company’s or
such Guarantor’s obligations under the 2026 Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 2026 Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the 2026 Notes.
(15)
Discharge. The Company’s obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the
payment or cancellation of all the 2026 Notes or upon the irrevocable deposit with the Trustee of United States dollars or U.S. Government Obligations sufficient to pay when due principal of and interest on the 2026 Notes at maturity or
redemption, as the case may be.
(16)
Guarantees. The Company’s obligations under the 2026 Notes are jointly and severally, fully and unconditionally guaranteed, to the extent set forth in the
Indenture, by each of the Guarantors.
(17) Authentication. This 2026 Note shall not be valid until the Authentication Agent manually signs the certificate of authentication on this 2026 Note.
(18) Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE) WILL GOVERN AND
BE USED TO CONSTRUE THIS 2026 NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
(19) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
The Company will furnish to any Holder of the 2026 Notes upon written request and without charge a copy of the
Indenture. Requests may be made to:
B.A.T. International Finance p.l.c.
c/o British American Tobacco p.l.c.
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
Facsimile: +44 (0)20 7845 0555
Attention: Company Secretary
With a copy (which shall not constitute notice) to:
Cravath, Swaine & Moore LLP
CityPoint, 1 Ropemaker St.
London EC2Y 9HR
United Kingdom
Facsimile: +44 20 7860 1150
Attention: Alyssa K. Caples