**Summary of British American Tobacco PLC Tender Offer (October 21, 2025)**
**Overview**
British American Tobacco PLC (BAT) announced a tender offer for its €1 billion Perpetual Subordinated Fixed-to-Reset Rate Non-Call 5.25 Year Securities (ISIN: XS2391779134). The offer invites holders to tender their securities for cash at a fixed purchase price of 100.375% of the principal amount (€1,003.75 per €1,000), plus accrued interest. The offer aims to proactively manage BAT’s hybrid capital portfolio and provides securityholders with an opportunity to sell ahead of the 2026 First Optional Redemption Date.
**Key Details**
1. **Offer Period**: October 21–282025 (4:00 PM London time)unless extended or withdrawn.
2. **Eligibility**Open to all securityholders, with a minimum tender amount of €1,000 (integral multiples thereafter).
3. **Priority for New Securities**Holders tendering at least €100,000 may receive priority allocation for BAT’s planned new euro-denominated hybrid capital securities, subject to conditions.
4. **Substantial Repurchase Event**If 75% or more of securities are tendered, BAT may redeem remaining securities at par, plus accrued interest.
5. **Conditions**Completion is subject to successful issuance of new securities (New Financing Condition) and other terms outlined in the Tender Offer Memorandum.
**Rationale**
The offer aligns with BAT’s strategy to optimize its capital structure and provides securityholders with liquidity and potential access to new securities.
**Important Notes**
The offer is restricted in the U.S. and other jurisdictions where unlawful.
No assurance of acceptance
BAT reserves the right to reject tenders.
Securityholders are advised to consult the Tender Offer Memorandum and seek professional advice.
**Contacts**
**Dealer Managers**Merrill Lynch International, Mizuho International plc, NatWest Markets Plc.
**Tender Agent**Kroll Issuer Services Limited.
**Disclaimer**
The announcement and Tender Offer Memorandum do not constitute an offer in restricted jurisdictions. Securityholders should carefully review all materials and comply with applicable laws.