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BAT INTERNATIONAL FINANCE Plc BASE PROSPECTUS B.A.T. INTERNATIONAL FINANCE p.l.c. (incorporated with limited liability in England and Wales) BRITISH AMERICAN TOBACCO HOLDINGS (THE NETHERLANDS) B.V. (incorporated with limited liability in The Netherlands) B.A.T. NETHERLANDS FINANCE B.V. (incorporated with limited liability in The Netherlands) B.A.T CAPITAL CORPORATION (incorporated with limited liability in the State of Delaware, United States of America) £25,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by BRITISH AMERICAN TOBACCO p.l.c. (incorporated with limited liability in England and Wales) and each of the Issuers (except where it is the relevant Issuer) On 6 July 1998, each of B.A.T. International Finance p.l.c. (“BATIF”), B.A.T Capital Corporation (“BATCAP”) and B.A.T Finance B.V. (“BATFIN”) entered into a Euro Medium Term Note Programme (the “Programme”) for the issue of Euro Medium Term Notes (the “Notes”). On 16 April 2003, British American Tobacco Holdings (The Netherlands) B.V. (“BATHTN”) acceded to the Programme as an issuer and, where relevant, a guarantor and BATFIN was removed as an issuer and a guarantor under the Programme. On 9 December 2011, BATCAP was removed as an issuer and a guarantor under the Programme. On 16 May 2014, B.A.T. Netherlands Finance B.V. (“BATNF”) acceded to the Programme as an issuer and, where relevant, a guarantor. On 31 May 2017, BATCAP acceded to the Programme as an issuer and, where relevant, a guarantor. BATIF, BATHTN, BATNF and BATCAP are each, in their capacities as issuers under the Programme, an “Issuer” and together referred to as the “Issuers”. This Base Prospectus supersedes any previous base prospectus, offering memorandum, programme memorandum, information memorandum or any amendments or supplements thereto. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This Base Prospectus does not affect any Notes already issued. Prospective investors should be aware that any investment in Notes involves risks. See “Risk Factors” beginning on page 15. Under the Programme, each of BATIF, BATHTN, BATNF and BATCAP may from time to time issue Notes in bearer form denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). If the applicable Final Terms state that Global Notes (each as defined herein) are to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche (as defined herein) to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, SA (“Clearstream, Luxembourg”). Global notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) and Certificates (as defined herein) will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary”). The payments of all amounts payable in respect of the Notes will be unconditionally and irrevocably guaranteed by British American Tobacco p.l.c. (“BAT”) and each of BATIF, BATHTN, BATNF and BATCAP except where it is the relevant Issuer (the “Guarantors” and each a “Guarantor” and together with the Issuers, the “Obligors”). In certain circumstances, certain other companies may also become guarantors of Notes issued under the Programme. Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (the “FSMA”) (the “UK Listing Authority”) for Notes issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Base Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and the Council on Markets in financial instruments (“MiFID”). The Programme has been rated Baa2 by Moody’s Investors Service Ltd (“Moody’s”) and BBB+ by Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s”). Long term debt issued or guaranteed by BAT is rated Baa2 by Moody’s and BBB+ by Standard & Poor’s. Short term debt issued or guaranteed by BAT is rated P-2 by Moody’s and A-2 by Standard & Poor’s. Each of Moody’s and Standard & Poor’s is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the “CRA Regulation”). Tranches of Notes to be issued under the Programme will either be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Arranger Deutsche Bank Dealers Barclays BofA Merrill Lynch Citigroup Commerzbank Deutsche Bank HSBC J.P. Morgan Lloyds Bank NatWest Markets Santander Global Corporate Banking SMBC Nikko Société Générale Corporate & Investment Banking The date of this Base Prospectus is 31 May 2017 Each of BAT, BATIF, BATHTN, BATNF and BATCAP accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge and belief of BAT, BATIF, BATHTN, BATNF and BATCAP each of the foregoing declares (each having taken all reasonable care to ensure that such is the case) that the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference as described in “Documents Incorporated by Reference” below. This Base Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of this Base Prospectus. The Obligors have confirmed to the dealers (the “Dealers”) named under “Subscription and Sale” below that this Base Prospectus is true and accurate in all material respects and not misleading in any material respect; that the opinions and intentions expressed therein are honestly held; that there are no other facts in relation to the information contained or incorporated by reference in this Base Prospectus the omission of which would, in the context of the issue of the Notes, make any statement therein or opinions or intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing provided, however, that the confirmation expressed in this sentence does not extend to the information set out under “Subscription and Sale” below. Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any other terms and conditions not contained in this Base Prospectus which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the UK Listing Authority and the London Stock Exchange and will be available on the website of the Regulatory News Service operated by the London Stock Exchange. This Base Prospectus, together with supplements to this Base Prospectus from time to time (each a “Supplement” and together, the “Supplements”), comprises a base prospectus for the purpose of Article 5(4) of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended, including by Directive 2010/73/EU and includes any relevant implementing measure in the relevant Member State of the European Economic Area (the “EEA”) (the “Prospectus Directive”) for the purpose of giving information with regards to the Issuers and the Guarantors which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers and the Guarantors and of the rights attaching to the Notes. In relation to each separate issue of Notes, the final offer price and the amount of such Notes will be determined by the relevant Issuer and Guarantors and the relevant Dealer(s) in accordance with prevailing market conditions at the time of the issue of the Notes and will be set out in the relevant Final Terms. PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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