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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/20 British American Tobacco p.l.c. 6-K 4/02/20 9:686K Cravath Swaine & … 01/FA |
Document/Exhibit Description Pages Size 1: 6-K Report of Foreign Issuer HTML 15K 2: EX-1.1 Underwriting Agreement HTML 164K 3: EX-4.1 Supplemental Indenture No. 5 HTML 65K 4: EX-4.2 Supplemental Indenture No. 6 HTML 66K 5: EX-4.3 Supplemental Indenture No. 7 HTML 66K 6: EX-5.1 Csm Opinion HTML 18K 7: EX-5.2 Links Opinion HTML 38K 8: EX-5.3 Stibbe Opinion HTML 39K 9: EX-5.4 Wbd Opinion HTML 18K
One Silk Street
London EC2Y 8HQ
Telephone (+44) 20 7456 2000
Facsimile (+44) 20 7456 2222
DX Box Number 10 CDE
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To: British American Tobacco p.l.c.
Globe House
4 Temple Place
London WC2R 2PG
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2 April 2020
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Our Ref
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EXM/MT/BB
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2 |
This opinion is limited to English law as applied by the English courts and in effect on the date of this opinion. It is given on the basis that it, and all matters relating to it, will be governed by, and
that it (including all terms used in it) will be construed in accordance with, English law. In particular, we express no opinion herein with regard to any system of law (including, for the avoidance of doubt, the federal laws of the United
States of America and the laws of the State of New York) other than the laws of England as currently applied by the English courts.
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4.5 |
each of the meetings of the Board of Directors of British American Tobacco and BATIF held on 3 June 2019 and 17 June 2019, respectively, (in respect of which a certified extract of each of the Minutes has been
supplied to us) was duly convened, constituted and quorate and the resolutions referred to in each of the Minutes were validly passed and remain in full force and effect without modification and
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4.6 |
each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject where that is not English law and that words and phrases used
in those documents have the same meaning and effect as they would if those documents were governed by English law.
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7.1 |
It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion,
contained in the Registration Statement or the Prospectus Supplement, or that no material facts have been omitted from it.
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7.2 |
We express no opinion as to compliance or otherwise with any financial limitations on borrowings or the giving of guarantees by BATIF contained in BATIF’s Articles of Association or any financial limitations
on borrowings or the giving of guarantees by British American Tobacco contained in British American Tobacco’s Articles of Association.
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7.7 |
Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be or have been performed, in so far as those provisions render the
performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable.
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8 |
This opinion is given on the basis that there will be no amendment to or termination or replacement of the documents, authorisations, consents and opinions referred to in the Schedule to this opinion. This
opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in English law after the date of this opinion, including any change occurring on or following IP completion day, as
defined in the European Union (Withdrawal) Act 2018.
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9 |
This opinion is addressed to you solely for your benefit in connection with the filing of the Prospectus Supplement. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for
any other purpose or quoted or referred to in any public document or filed with anyone without our express consent.
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10 |
We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to British American Tobacco’s current report
on Form 6-K filed on 2 April 2020 and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to us made under the heading “Legal Matters” in the prospectus constituting a part of
the Registration Statement and the Prospectus Supplement. In giving this consent we do not admit that we are within the category of persons whose consent is required within section 7 of the United States Securities Act of 1933 or the rules
and regulations of the SEC thereunder.
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7 |
Underwriting Agreement dated 30 March 2020 (the “Underwriting Agreement”) between the Issuer, the Guarantors and Barclays Capital Inc., BofA Securities, Inc., Citigroup
Global Markets Inc., Mizuho Securities USA LLC and Santander Investment Securities Inc. (the “Underwriters”) relating to the purchase and sale of the Notes.
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8 |
Indenture dated 6 September 2019 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as initial paying agent, authentication agent,
transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the Notes (the “Base Indenture”).
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9 |
Supplemental Indenture No. 5 dated 2 April 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication
agent, transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$900,000,000 4.700 per cent. Notes due 2027 (the “2027 Notes Indenture”).
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10 |
Supplemental Indenture No. 6 dated 2 April 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication
agent, transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$1,000,000,000 4.906 per cent. Notes due 2030 (the “2030 Notes Indenture”).
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11 |
Supplemental Indenture No. 7 dated 2 April 2020 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication
agent, transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the U.S.$500,000,000 5.282 per cent. Notes due 2050 (the “2050 Notes Indenture”, and together with the Base Indenture, the 2027 Notes Indenture
and the 2030 Notes Indenture, the “Indentures”).
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/24 British American Tobacco p.l.c. 20-F 12/31/23 244:296M 3/02/23 British American Tobacco p.l.c. 20-F 12/31/22 233:193M 7/01/22 British American Tobacco p.l.c. F-3ASR 7/01/22 13:3.3M Donnelley … Solutions/FA 3/08/22 British American Tobacco p.l.c. 20-F 12/31/21 248:128M Donnelley … Solutions/FA 3/09/21 British American Tobacco p.l.c. 20-F 12/31/20 232:119M Donnelley … Solutions/FA 10/01/20 British American Tobacco p.l.c. 8-A12B 1:46K Cravath Swaine & … 01/FA |