Prospectus Imperial Brands Finance PLC (Incorporated with limited liability in England and Wales with registered number 03214426) €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 6 December 2016. 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. T his 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 (the “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 (“Imperial Brands” or the “Guarantor”) and Imperial Tobacco Limited (“ITL” or “Imperial Tobacco”). Please see the Trust Deed dated 30 January 2019 (the “Trust Deed”) which is available for viewing by Noteholders as described on page 107 for further details about the Imperial Brands guarantee and page 91 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). Application has been made to the Financial Conduct Authority in its capacity as competent authority (the “UK Listing Authorit y”) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the offic ial 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 Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have b een admitted to the Official List. The Market is a regulated market for the purposes of the Markets in Financial Instru ments Directive (Directive 2014/65/EU). 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 Certificates 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 deposited 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”. Imperial Brands has a solicited long term debt rating of Baa3 by Moody’s Investors Service Ltd (“Moody’s”), BBB by Standard & Poor’s Credit Market Services 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, S&P and Fitch are established in the European Union and 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 wil l 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 b uy, 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 administrator of LIBOR is included and the administrator of EURIBOR is not included in ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that European Money Markets Institute is not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). 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 Merrill Lynch Commerzbank Crédit Agricole CIB HSBC Mizuho Securities MUFG 0051667-0000393 ICM:30040737.30 NatWest Markets Santander Corporate & Investment Banking SMBC Nikko Société Générale Corporate & Investment Banking UniCredit Bank 30 January 2019 0051667-0000393 ICM:30040737.30 IMPORTANT INFORMATION This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer, the Guarantor, ITL and the Notes which, according to the particular nature of the Issuer, the Guarantor, ITL and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the Guarantor and ITL, and of the rights attaching to the Notes. The Issuer, 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 Issuer, the Guarantor and ITL (each of which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything 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”). Each of the Issuer, the Guarantor and ITL, having made all reasonable enquiries, confirms that this Prospectus contains all information with respect to the Issuer, ITL, the Guarantor and the Guarantor’s subsidiaries and affiliates taken as a whole (the “Group” or the “Imperial 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 Issuer, 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 Issuer, 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 Issuer, 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 Issuer, 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 30 January 2019. The ITL guarantee will terminate in the circumstances set out in the deed of guarantee and is summarised in the section entitled “Imperial Tobacco Limited”. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such other information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, ITL or any of the Dealers or the Arranger (as defined in “Overview of the Programme”). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantor or ITL since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer, the Guarantor or ITL since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. IMPORTANT – EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes includes a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).