0000950157-17-001116.txt : 20170725
0000950157-17-001116.hdr.sgml : 20170725
20170725101728
ACCESSION NUMBER: 0000950157-17-001116
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170725
FILED AS OF DATE: 20170725
DATE AS OF CHANGE: 20170725
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: British American Tobacco p.l.c.
CENTRAL INDEX KEY: 0001303523
STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111]
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32258
FILM NUMBER: 17979533
BUSINESS ADDRESS:
STREET 1: GLOBE HOUSE
STREET 2: 4 TEMPLE PLACE
CITY: LONDON
STATE: X0
ZIP: WC2R 2PG
BUSINESS PHONE: 44-207-845-2000
MAIL ADDRESS:
STREET 1: GLOBE HOUSE
STREET 2: 4 TEMPLE PLACE
CITY: LONDON
STATE: X0
ZIP: WC2R 2PG
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BATUS Holdings Inc
CENTRAL INDEX KEY: 0001699021
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32258
FILM NUMBER: 17979531
BUSINESS ADDRESS:
STREET 1: 103 FOULK ROAD, SUITE 201-3
CITY: WILMINGTON
STATE: DE
ZIP: 19803
BUSINESS PHONE: 302-691-6327
MAIL ADDRESS:
STREET 1: 103 FOULK ROAD, SUITE 201-3
CITY: WILMINGTON
STATE: DE
ZIP: 19803
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Louisville Securities Ltd
CENTRAL INDEX KEY: 0001645463
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32258
FILM NUMBER: 17979532
BUSINESS ADDRESS:
STREET 1: GLOBE HOUSE, 4 TEMPLE PLACE
CITY: LONDON
STATE: X0
ZIP: WC2R 2PG
BUSINESS PHONE: 442078451000
MAIL ADDRESS:
STREET 1: GLOBE HOUSE, 4 TEMPLE PLACE
CITY: LONDON
STATE: X0
ZIP: WC2R 2PG
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: REYNOLDS AMERICAN INC
CENTRAL INDEX KEY: 0001275283
STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111]
IRS NUMBER: 200546644
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 401 NORTH MAIN ST
CITY: WINSTON SALEM
STATE: NC
ZIP: 27102
BUSINESS PHONE: 3367412000
MAIL ADDRESS:
STREET 1: 401 NORTH MAIN ST
CITY: WINSTON SALEM
STATE: NC
ZIP: 27102
4
1
form4.xml
X0306
4
2017-07-25
0001275283
REYNOLDS AMERICAN INC
RAI
0001303523
British American Tobacco p.l.c.
GLOBE HOUSE
4 TEMPLE PLACE
LONDON
X0
WC2R 2PG
UNITED KINGDOM
true
0001645463
Louisville Securities Ltd
GLOBE HOUSE
4 TEMPLE PLACE
LONDON
X0
WC2R 2PG
UNITED KINGDOM
true
0001699021
BATUS Holdings Inc
103 FOULK ROAD, SUITE 201-3
WILMINGTON
DE
19803
true
Common Stock
2017-07-25
4
P
0
824757460
A
1426125631
I
See footnotes
On July 25, 2017, through a merger between a wholly-owned subsidiary of British American Tobacco p.l.c. ("BAT") and Reynolds American Inc. ("RAI"), each issued and outstanding share of common stock, par value $0.0001 per share, of RAI ("RAI common stock") (other than shares owned by BAT and its subsidiaries and shares held by stockholders who have properly asserted (and not lost or effectively withdrawn) a demand for appraisal rights) was automatically converted into the right to receive the merger consideration, consisting of (1) a number of BAT American depositary shares ("BAT ADSs") representing 0.5260 of an ordinary share, nominal value 25 pence per share, of BAT ("BAT ordinary share") plus (2) $29.44 in cash, without interest. On July 24, 2017, the last trading day for RAI common stock, the closing price of RAI common stock was $65.40 per share, the closing price of a BAT ordinary share was 54.13 pounds sterling and the closing price of a BAT ADS was $69.25.
BATUS Holdings Inc. ("BATUS") is the record holder and direct beneficial owner of 824,757,460 shares (the "BATUS owned shares") of RAI common stock. Brown & Williamson Holdings, Inc. ("B&W") is the record and direct beneficial owner of 601,368,171 shares (the "B&W owned shares" and, together with the BATUS owned shares, the "Shares") of RAI common stock.
BATUS may be considered to be an indirect beneficial owner of the B&W owned shares by virtue of its direct ownership of all of the equity and voting power of B&W. Louisville Securities Limited ("Louisville") may be considered to be an indirect beneficial owner of the Shares by virtue of its direct ownership of all of the equity and voting power of BATUS and indirect ownership of all of the equity and voting power of B&W. BAT may be considered to be an indirect beneficial owner of the Shares by virtue of its indirect ownership of all the equity and voting power of BATUS and B&W.
BAT and Louisville disclaim beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that either BAT or Louisville is a beneficial owner of RAI common stock for purposes of Section 16 or for any other purpose. BATUS disclaims beneficial ownership of the B&W owned shares except to the extent of its pecuniary interest therein and this report shall not be deemed an admission that BATUS is a beneficial owner of the B&W owned shares for purposes of Section 16 or for any other purpose.
/s/ Paul McCrory, Company Secretary, on behalf of British American Tobacco p.l.c.
2017-07-25
/s/ Robert J. Casey, Director, on behalf of Louisville Securities Limited
2017-07-25
/s/ L. Brent Cotton, Director, on behalf of BATUS Holdings Inc.
2017-07-25