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Imperial Brands Finance PLC (Incorporated with Limited Liability in England and Wales with Registered Number 03214426) Imperial Brands Finance Netherlands B.V

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Imperial Brands Finance PLC (Incorporated with Limited Liability in England and Wales with Registered Number 03214426) Imperial Brands Finance Netherlands B.V Prospectus Imperial Brands Finance PLC (Incorporated with limited liability in England and Wales with registered number 03214426) Imperial Brands Finance Netherlands B.V. (Incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) in the Netherlands with registered number 861264824) €15,000,000,000 Debt Issuance Programme Irrevocably and unconditionally guaranteed by Imperial Brands PLC (Incorporated with limited liability in England and Wales with registered number 03236483) This Prospectus amends, restates and supersedes the prospectus dated 30 January 2019. Any Notes issued after the date hereof under the Debt Issuance Programme described in this Prospectus (the “Programme”) are issued subject to the provisions set out herein. This Prospectus will not be effective in respect of any Notes issued under the Programme prior to the date hereof. Under the Programme, Imperial Brands Finance PLC (“IBF” and Imperial Brands Finance Netherlands B.V. (“IBFN”) (together, the “Issuers” and each an “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the “Notes”) guaranteed by Imperial Brands PLC (“IB” or the “Guarantor”) and Imperial Tobacco Limited (“ITL” or “Imperial Tobacco”). Please see the Trust Deed dated 23 June 2020 (the “Trust Deed”) which is available for viewing by Noteholders as described on page 122 for further details about the IB guarantee and page 104 for further details regarding the ITL guarantee. The aggregate nominal amount of Notes outstanding will not at any time exceed €15,000,000,000 (or the equivalent in other currencies). This Prospectus has been approved as a base prospectus by the Financial Conduct Authority (the “FCA”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuers, the Guarantor or ITL or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the FCA for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the FCA (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 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 Markets in Financial Instruments Directive (Directive 2014/65/EU). This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the “EEA”) and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. For these purposes, references(s) to the EEA include(s) the United Kingdom (the “UK”). The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid. Each Series (as defined below) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note”) or a permanent global note in bearer form (each a “permanent Global Note”). Notes in registered form (“Registered Notes”) will be represented by registered certificates (each a “Certificate”), one Certificate being issued in r espect of each Noteholder’s entire holding of Registered Notes of one Series. Global Notes and Certificat es may (i) if the Global Notes are intended to be issued in New Global Note (“NGN”) form or if the Global Certificates are intended to be held under the New Safekeeping Structure (the “NSS”), as specified in the relevant final terms (“Final Terms”), be dep osited on the issue date with a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”); and (ii) if the Global Notes are intended to be issued in Classic Global Note (“CGN ”) form, or if the Global Certificates are not intended to be held under the NSS as specified in the relevant Final Terms, be deposited on the i ssue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Summary of Provisions Relating to the Notes While in Global Form”. IB has a solicited long term debt rating of Baa3 by Moody’s Investors Service Ltd (“Moody’s”), BBB by S&P Global Ratings Europe Limited (“S&P”) and BBB by Fitch Ratings Limited (“Fitch”). The Programme has been rated Baa3 by Moody’s and BBB by S&P. Moody’s and Fitch are established in the UK, and S&P is established in the European Union (the “EU”). Each of Moody’s, S&P and Fitch are registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche (as defined below) of Notes is rated, such solicited rating will be disclosed in the Final Terms and will not necessarily be the same as the solicited rating assigned to the Programme by Moody’s and S&P. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Amounts payable on Floating Rate Notes will be calculated by reference to one of LIBOR or EURIBOR, as specified in the relevant Final Terms. As at the date of this Prospectus, the administrators of LIBOR and EURIBOR are included in ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Arranger NatWest Markets Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Bank of China Barclays BofA Securities Commerzbank Emirates NBD Capital HSBC Mizuho Securities MUFG NatWest Markets Santander Corporate & Investment Banking SMBC Nikko Société Générale Corporate & Investment Banking UniCredit Bank Wells Fargo Securities 23 June 2020 0051667-0000420 UKO2: 1184917898.17 IMPORTANT INFORMATION This Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation and for the purpose of giving information with regard to the Issuers, the Guarantor, ITL and the Notes which, according to the particular nature of the relevant Issuer, the Guarantor, ITL and the Notes, is necessary information which is material to an investor for making an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the relevant Issuer, the Guarantor and ITL, of the rights attaching to the Notes and the reasons for any issuance and its impact on the relevant Issuer. The Issuers, the Guarantor and ITL accept responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuers, the Guarantor and ITL the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that those documents are so incorporated and form part of this Prospectus. Other than in relation to the documents which are deemed to be incorporated by reference (see “Documents Incorporated by Reference” below), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the FCA. Each of the Issuers, the Guarantor and ITL, having made all reasonable enquiries, confirms that this Prospectus contains all information with respect to the Issuers, ITL, the Guarantor and the Guarantor’s subsidiaries and affiliates taken as a whole (the “Group”) and the Notes that is material in the context of the issue and offering of the Notes, the statements contained in it relating to the Issuers, ITL, the Guarantor and the Group are in every material aspect true and accurate and not misleading, the opinions and intentions expressed in this Prospectus with regard to the Issuers, ITL, the Guarantor and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to the Issuers, ITL, the Guarantor, the Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading in any material respect and all reasonable enquiries have been made by the Issuers, the Guarantor and ITL to ascertain such facts and to verify the accuracy of all such information and statements. The Notes are irrevocably and unconditionally guaranteed by the Guarantor as described in the Trust Deed and by ITL by way of an amended and restated deed of guarantee dated 23 June 2020.
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