SEC Form 8-A12B filed by British American Tobacco Industries p.l.c.
$BTI
Medicinal Chemicals and Botanical Products
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
British American Tobacco p.l.c.
(Exact name of registrant as specified in its charter)
| England and Wales | 98-0207762 | ||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive offices)
(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |||||||
4.625% Notes due 2033 | New York Stock Exchange | |||||||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-288448
Securities to be registered pursuant to Section 12(g) of the Act:
None.
TABLE OF CO-REGISTRANTS* | ||||||||||||||||||||
Exact Name of Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, including Zip Code of Registrant’s Principal Executive Offices | |||||||||||||||||
| B.A.T Capital Corporation | Delaware | 61-0986865 | 103 Foulk Road Suite 120 Wilmington, Delaware 19803 U.S.A. | |||||||||||||||||
| B.A.T. International Finance p.l.c. | England and Wales | 98-0402606 | Globe House 4 Temple Place London WC2R 2PG United Kingdom | |||||||||||||||||
| B.A.T. Netherlands Finance B.V. | The Netherlands | Not Applicable | Handelsweg 53A 1181 ZA Amstelveen The Netherlands | |||||||||||||||||
| Reynolds American Inc. | North Carolina | 20-0546644 | 401 North Main Street Winston-Salem, North Carolina 27101 U.S.A. | |||||||||||||||||
*B.A.T Capital Corporation is the issuer of the 4.625% Notes due 2033 (the “Notes”) being registered hereunder. The other listed registrants are guarantors of the Notes. | ||||||||||||||||||||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant has filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement dated September 18, 2025 (the “Prospectus Supplement”) to a prospectus dated July 1, 2025 (the “Prospectus”), relating to the securities to be registered hereunder included in the registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-288448), which became automatically effective on July 1, 2025.
Item 1. Description of Registrant’s Securities to be Registered.
The information set forth in (i) the sections captioned “Description of Debt Securities and Guarantees Issued Under the 2019 and 2020 Indentures”, “Certain Tax Considerations” (other than the information contained under the headings titled “Additional Tax Consequences to U.S. Holders of Newly Issued BATCAP Debt Securities Issued Under the 2017 Indenture”, “Tax Consequences to Non-U.S. Holders of BAT or BATIF Debt Securities” and “Material Netherlands Income Tax Considerations”) and “Certain ERISA Considerations” in the registrant’s Registration Statement on Form F-3 (File No. 333-288448) filed with the Commission on July 1, 2025, and (ii) the sections captioned “Description of the Notes and the Guarantees”, “Book-Entry, Delivery and Form of Securities” and “Material Netherlands Income Tax Considerations” in the registrant’s Prospectus Supplement are each incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits for Form 8-A, the following exhibits are being filed with the Commission in connection with this registration statement.
| 4.1 | |||||
| 4.2 | |||||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| BRITISH AMERICAN TOBACCO P.L.C. | ||||||||
Date: September 22, 2025 | By: | /s/ T. Marroco | ||||||
| Name: T. Marroco | ||||||||
| Title: Chief Executive | ||||||||
| B.A.T CAPITAL CORPORATION | ||||||||
Date: September 22, 2025 | ||||||||
| By: | /s/ T. Derr | |||||||
| Name: T. Derr | ||||||||
| Title: Secretary | ||||||||
| B.A.T. INTERNATIONAL FINANCE P.L.C. | ||||||||
Date: September 22, 2025 | ||||||||
| By: | /s/ N. Wadey | |||||||
| Name: N. Wadey | ||||||||
| Title: Director | ||||||||
| B.A.T. NETHERLANDS FINANCE B.V. | ||||||||
Date: September 22, 2025 | ||||||||
| By: | /s/ JEP Bollen | |||||||
| Name: JEP Bollen | ||||||||
| Title: Director | ||||||||
| By: | /s/ HMJ Lina | |||||||
| Name: HMJ Lina | ||||||||
| Title: Director | ||||||||
| REYNOLDS AMERICAN INC. | ||||||||
Date: September 22, 2025 | ||||||||
| By: | /s/ A.B. Petitt | |||||||
| Name: A.B. Petitt | ||||||||
| Title: Treasurer | ||||||||
EXHIBIT INDEX