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Bat International Finance BASE PROSPECTUS B.A.T. INTERNATIONAL FINANCE p.l.c. (incorporated with limited liability in England and Wales) 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. On 1 May 2019, BATHTN was removed as an issuer and a guarantor under the Programme. BATIF, 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 the factors described under the section headed “Risk Factors” in this Base Prospectus beginning on page 18. Under the Programme, each of BATIF, 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 S.A. (“Clearstream, Luxembourg”). Global notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) 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, 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 (as amended, the “FSMA”) (the “FCA”) 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 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 main 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 Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK MiFIR”). This Base Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). The FCA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation; such approval should not be considered as (a) an endorsement of the Issuers, the Guarantors or the Additional Guarantor (as defined below); or (b) an endorsement of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The Programme has been rated Baa2 by Moody’s Investors Service Ltd (“Moody’s”) and BBB+ by S&P Global Ratings Europe Limited (“S&P”). Long term debt issued or guaranteed by BAT is rated Baa2 by Moody’s and BBB+ by S&P. Short term debt issued or guaranteed by BAT is rated P-2 by Moody’s and A-2 by S&P. Moody’s is established in the United Kingdom (the “UK”) and registered under Regulation (EC) No 1060/2009 as it forms part of domestic law by virtue of EUWA (the “UK CRA Regulation”) and S&P is not established in the UK but the rating it has given to the Programme, the long term debt issued or guaranteed by BAT and the short term debt issued or guaranteed by BAT is endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under the UK 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 Bank of China Barclays BBVA BofA Securities Citigroup Commerzbank Deutsche Bank Goldman Sachs Bank Europe SE HSBC Lloyds Bank Corporate Markets Lloyds Bank Corporate Markets Wertpapierhandelsbank Mizuho Securities NatWest Markets Santander Corporate & Investment Banking SMBC Nikko Société Générale Corporate & Investment Banking Standard Chartered Bank UniCredit Bank Wells Fargo Securities The date of this Base Prospectus is 18 March 2021 Each of BAT, BATIF, 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 and Reynolds American Inc. (“RAI” or the “Additional Guarantor”) accepts responsibility for the information relating to RAI and the RAI Guarantee (as defined below) contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of BAT, BATIF, BATNF, BATCAP and RAI, each of the foregoing declares that the information (or in the case of RAI, as such information relates to it and/or the RAI Guarantee) contained in this Base Prospectus is in accordance with the facts and that the Base Prospectus makes no omission likely to affect its import. 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 the Obligors have confirmed to the Dealers 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 FCA 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 purposes of the UK Prospectus Regulation and for the purpose of giving information with regards to the Issuers, the Guarantors and the Additional Guarantor which is material to an investor for making an informed assessment of (i) the assets and liabilities, financial position, profits and losses and prospects of the Issuers, the Guarantors and the Additional Guarantor (ii) the rights attaching to the Notes and (iii) the reasons for the issuance and its impact on the Issuers, the Guarantors and the Additional Guarantor.
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