Share buy-back programme

PRESS RELEASE

18 MARCH 2024

Share buy-back programme

As previously announced on 13 March 2024, BAT today commences its programme to buyback BAT ordinary shares (the “Programme”) using proceeds from sale of 436,851,457 ordinary shares in ITC Limited. The final net proceeds received by the BAT Group were £1.57bn and the Programme will buy back £1.60bn of BAT ordinary shares starting with £700mn in 2024 and with the remaining £900mn in 2025. The Programme will commence on 18 March 2024 and will end no later than 31 December 2025.

The purpose of the Programme is to reduce the issued share capital of the Company. The purchased shares will be cancelled. The Company has entered into an agreement with UBS AG London Branch (“UBS”) to enable the purchase of Ordinary Shares for the initial stage of the Programme. UBS will purchase the Company's ordinary shares as principal and the Company will purchase such number of ordinary shares from UBS in accordance with the terms of the engagement.

The number of ordinary shares permitted to be purchased by the Company, pursuant to the authority granted by the shareholders at the annual general meeting of the Company on 19 April 2023 (the "2023 AGM"), is 223,590,721 ordinary shares. The Programme will be carried out on Recognised Investment Exchanges within the UK. For the avoidance of doubt, no repurchases will be made in respect of the Company's American Depositary Receipts.

Any purchases of ordinary shares by the Company in relation to this announcement will be conducted in accordance with the Company's general authority to repurchase shares granted by its shareholders at the Company's 2023 AGM and any further approvals to repurchase shares as may be granted by its shareholders from time to time, the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (2016/1052), in each case as such legislation forms part of domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended) and Chapter 12 of the Financial Conduct Authority's Listing Rules and will be discontinued in the event the Company ceases to have the necessary general authority to repurchase ordinary shares.


Enquiries

 

Media Centre
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Investor Relations
Victoria Buxton: +44 (0)20 7845 2012
Amy Chamberlain: +44 (0)20 7845 1124
John Harney: +44 (0)20 7845 1263
Jane Henderson: +44 (0)20 7845 1117

Forward looking statements


References in this announcement to ‘BAT’, ‘Group’, ‘we’, ‘us’ and ‘our’ when denoting opinion refer to British American Tobacco p.l.c. (BAT PLC) and when denoting business activity refer to BAT Group operating companies, collectively or individually as the case may be.

This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any BAT PLC shares or other securities. This announcement contains certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook”, “target” and similar expressions. In particular, these forward-looking statements include statements regarding (i) the bullets under “On track to deliver FY guidance; strategic discipline and focused investment driving positive early momentum”, (ii) the Group's expectations for revenue and adjusted profit from operations growth in 2024,  on an organic basis at constant rates, (iii) the Group’s expectations with respect to its investment decisions, (iv) the Group's expectations for New Categories profitability, (v) the Group's expectations for a cash conversion in excess of 90%, (vi) the Group’s expectations for revenue and adjusted operating profit growth, on an organic basis at constant rates by 2026, (vii) the Group's expectations to roll out its products in further markets in 2024, (viii) the Group’s leverage range target and expectations for year-end and (ix) statements under the heading “Technical guidance for full year 2024.”

These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates.

All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this announcement are reasonable but they may be affected by a wide range of variables that could cause actual results and performance to differ materially from those currently anticipated.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; the inability to develop, commercialise and deliver the Group's New Categories strategy; the impact of supply chain disruptions; adverse litigation and dispute outcomes and the effect of such outcomes on the Group's financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic or international regulatory bodies; changes in the market position, businesses, financial condition, results of operations or prospects of the Group; direct and indirect adverse impacts associated with climate change and the move towards a circular economy; and cyber security risks caused by the heightened cyber-threat landscape, and the increased digital interaction with consumers, and changes to regulation.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement and BAT undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of BAT PLC for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAT PLC.

Additional information concerning these and other factors can be found in BAT PLC filings with the U.S. Securities and Exchange Commission (SEC), including the Annual Report on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website.