SEC Form SC 13D/A filed by Organigram Holdings Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

ORGANIGRAM HOLDINGS, INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

68620P101

(CUSIP Number)

Anthony B. Petitt

BT DE Investments Inc.

103 Foulk Road, Suite 111

Wilmington, Delaware 19803

(302) 656-1950

With a copy to:

Bradley C. Brasser

Jones Day

90 South Seventh Street, Suite 4950

Minneapolis, Minnesota 55402

(612) 217-8886

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 5, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

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1		NAMES OF REPORTING PERSONS     BT DE Investments Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0
				8		SHARED VOTING POWER     15,249,027
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     15,249,027

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     15,249,027
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     18.8% (1)
14		TYPE OF REPORTING PERSON     CO

 

(1)

Based on 81,161,630 Common Shares, no par value (“Common Shares”), outstanding as of November 5, 2023, as set forth in the representations and warranties made by Organigram Holdings Inc. (the “Issuer”) for the benefit of the Reporting Person in the Subscription Agreement (as defined below). If the First Tranche (as defined below) were completed on the date hereof, the Reporting Person’s beneficial ownership would increase to 28,142,202 Common Shares, which would represent approximately 29.9% of the issued and outstanding Common Shares. If the Second Tranche and the Third Tranche (each as defined below) were completed on the date hereof, the Reporting Person would beneficially own 28,248,258 Common Shares and 25,680,294 Preferred Shares (as defined below), which would represent 30% of the issued and outstanding Common Shares and 100% of the issued and outstanding Preferred Shares, in each case on a non-diluted basis.

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1		NAMES OF REPORTING PERSONS     British American Tobacco p.l.c.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0
				8		SHARED VOTING POWER     15,249,027
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     15,249,027

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     15,249,027
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     18.8% (1)
14		TYPE OF REPORTING PERSON     CO

 

(1)

Based on 81,161,630 Common Shares outstanding as of November 5, 2023, as set forth in the representations and warranties made by the Issuer for the benefit of the Reporting Person in the Subscription Agreement. If the First Tranche were completed on the date hereof, the Reporting Person’s beneficial ownership would increase to 28,142,202 Common Shares, which would represent approximately 29.9% of the issued and outstanding Common Shares. If the Second Tranche and the Third Tranche were completed on the date hereof, the Reporting Person would beneficially own 28,248,258 Common Shares and 25,680,294 Preferred Shares, which would represent 30% of the issued and outstanding Common Shares and 100% of the issued and outstanding Preferred Shares, in each case on a non-diluted basis.

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This statement constitutes Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D (the “Initial Schedule 13D”) filed with the Securities and Exchange Commission (“SEC”) on March 10, 2021, as amended and supplemented by Amendment No. 1 to Schedule 13D (“Amendment No. 1” and, the Initial Schedule 13D as amended and supplemented by Amendment No. 1, the “Original Schedule 13D”) filed with the SEC on February 1, 2022 relating to the Common Shares of the Issuer. This Amendment No. 2 amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 2 have the meaning assigned to them in the Original Schedule 13D.

The Initial Schedule 13D was filed with respect to Common Shares of the Issuer held by BT DE Investments Inc. (the “Purchaser”). The Purchaser is a wholly owned subsidiary of BATUS Holdings Inc., which is a wholly owned subsidiary of Louisville Securities Limited, which is a wholly owned subsidiary of British-American Tobacco (Holdings) Limited, which is a wholly owned subsidiary of B.A.T. Industries p.l.c., which is a wholly owned subsidiary of Weston (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2009) Limited, which is a wholly owned subsidiary of British American Tobacco (2012) Limited, which is a wholly owned subsidiary of British American Tobacco (1998) Limited, which is a wholly owned subsidiary of British American Tobacco p.l.c. (“BAT”). BAT and the aforementioned wholly owned subsidiaries of BAT are collectively referred to herein as the “BAT Entities”.

 

Item 3.

Source and Amount of Funds or Other Consideration

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference.

 

Item 4.

Purpose of the Transaction

On November 5, 2023, the Purchaser executed and delivered a subscription agreement (the “Subscription Agreement”) with the Issuer to acquire Common Shares and Class A preferred shares to be newly created and issued (“Preferred Shares” and, together with the Common Shares, “Shares”) on a private placement basis (the “Private Placement”), increasing the Purchaser’s strategic investment in the Issuer completed on March 11, 2021.

The Private Placement will be undertaken in three (3) tranches, each subject to the satisfaction of certain conditions. Under the first tranche (the “First Tranche”), which will close three (3) business days after the date on which the requisite conditions in the Subscription Agreement are met (provided that such date shall be no later than April 30, 2024 unless the Purchaser and the Issuer mutually so agree), 12,893,175 Shares will be issued to the Purchaser at a price of C$3.2203 per Share (the “Tranche Share Price”). The allocation of Common Shares and Preferred Shares issued as part of each tranche will be subject to a threshold on the issuance of Common Shares to the Purchaser of 30% of the aggregate number of Common Shares issued and outstanding, as described below.

Under the second tranche of the Private Placement (the “Second Tranche”), which will close on August 30, 2024 (or such earlier date as the Purchaser and Issuer may mutually agree), 12,893,175 Shares will be issued to the Purchaser at the Tranche Share Price. Under the third tranche of the Private Placement (the “Third Tranche”), which will close on February 28, 2025 (or such earlier date as the Purchaser and Issuer may mutually agree, provided such date is not earlier than closing of the Second Tranche), 12,893,175 Shares will be issued to the Purchaser at the Tranche Share Price.

The closing of the First Tranche, the Second Tranche, and the Third Tranche are conditional on, among other things, approval under the Canadian Competition Act R.S.C. 1985 c. C-34, as amended, applicable stock exchange approval, and approval of the Issuer’s shareholders.

The aggregate subscription price of the Shares acquired by the Purchaser as part of the First Tranche, the Second Tranche, and the Third Tranche will be C$124,559,674.36. The source of funds for such purchase was dividends from other U.S. subsidiaries of BAT.

In connection with the Private Placement and subject to approval by the Issuer’s shareholders, the Issuer will file articles of amendment (the “Articles of Amendment”) to create the new class of Preferred Shares to be issued in the Private Placement. Pursuant to the terms of the Subscription Agreement, Shares issued in the First Tranche, Second Tranche, and Third Tranche will be allocated between Common Shares and Preferred Shares such

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that if the number of Common Shares owned by the Purchaser or its affiliates, associates, related parties and any joint actors would exceed 30% of the aggregate number of Common Shares issued and outstanding (the “30% Threshold”) after the closing of the applicable tranche, the Issuer will issue to the Purchaser the greatest number of Common Shares issuable pursuant to such closing without exceeding the 30% Threshold, with the remainder of the Shares issuable as Preferred Shares (all as more specifically set forth in the Subscription Agreement).

The Preferred Shares will be non-voting convertible preferred shares of the Issuer convertible at the option of the Purchaser without payment of any additional consideration (subject to the 30% Threshold). The Preferred Shares will be convertible initially on a one-for-one basis, provided however that the conversion rate will increase at a rate of 7.5% per annum commencing from the initial date on which Preferred Shares are issued, until such time as the holders of Preferred Shares would beneficially own, or exercise control or direction over, directly or indirectly, with their respective affiliates, associates, related parties and any joint actors, after giving effect to the conversion of the Preferred Shares, 49.0% of the aggregate number of Common Shares issued and outstanding.

The Purchaser entered into the Subscription Agreement in furtherance of its strategic investment in the Issuer. The completion of the First Tranche, the Second Tranche and the Third Tranche in accordance with the terms of the Subscription Agreement will increase the Purchaser’s security ownership in the Issuer, as described in this Amendment No. 2.

The Purchaser intends to review its investment in the Issuer on a continuing basis and may, subject to the terms of the A&R Investor Rights Agreement (as defined below), and depending upon a number of factors, including market and other conditions, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Issuer, through market transactions, private agreements, treasury issuances, exercise of options, convertible securities, derivatives, swaps or otherwise.

Pursuant to the Subscription Agreement, unless otherwise consented to in writing by the Purchaser in advance, the Issuer is required to use one-half of the proceeds from each of the First Tranche and the Second Tranche for general corporate purposes, and one-half of the proceeds of each of the First Tranche and the Second Tranche, and all of the proceeds of the Third Tranche, to fund a segregated bank account (the “Jupiter Pool”), subject to adjustment in accordance with the terms of the Subscription Agreement. The Jupiter Pool is to be invested by the Issuer in accordance with the terms of reference provided for in the A&R Investor Rights Agreement.

The Subscription Agreement contains customary voting support covenants of the Purchaser in connection with the approval of matters related to the Private Placement by the Issuer’s shareholders. In addition, it contains a covenant of the Issuer not to issue or obligate itself to issue any securities, including Shares, during the term of the Subscription Agreement, except (1) (a) with the prior written consent of the Purchaser, (b) as permitted under Issuer’s equity incentive plans, (c) as expressly contemplated by or pursuant to the Purchaser’s top-up and pre-emptive rights under the A&R Investor Rights Agreement, or (d) at a price that is at or above the Tranche Share Price, and (2) initially up to 15,756,648 Shares (based on estimated pro forma shareholdings that would result in the Purchaser owning at least 40% of the Shares outstanding if the First Tranche, the Second Tranche, and the Third Tranche were completed) at any price, but subject to increase as agreed to by the Issuer and the Purchaser acting reasonably, if the number of Shares outstanding increases over time.

Pursuant to an amended and restated investor rights agreement, to be entered into between the Purchaser and the Issuer concurrently with the closing of the First Tranche (the “A&R Investor Rights Agreement”), the Purchaser will have the right to nominate up to 30% of the board of directors of the Issuer (the “Board”), subject to the Purchaser maintaining certain share ownership thresholds. No additional nominees will be added in connection with execution of the Subscription Agreement or upon closing of the First Tranche. The Purchaser will be entitled, subject to the terms and conditions of its nomination rights, to replace its nominee directors from time to time. In addition, the Purchaser will be provided with certain governance rights, so long as it maintains certain share ownership thresholds, including pre-emptive rights, top-up rights and customary registration rights. The Purchaser will be permitted to engage with the Board regarding the Issuer’s business and prospects.

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Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference. The description of the Subscription Agreement is a summary of that agreement and is qualified in its entirety by the full terms and conditions of the Subscription Agreement, which is incorporated herein by reference.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of this Amendment No. 2 is hereby amended to add the following:

 

99.1		Subscription Agreement, dated as of November  5, 2023, between the Purchaser and the Issuer (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 6-K filed with the SEC on November 8, 2023).

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: November 8, 2023

 

Schedule A

BAT Entities

 

BAT Entity		Name, state or other place of organization		Address of principal office
British American Tobacco p.l.c.		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
British American Tobacco (1998) Limited		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
British American Tobacco (2012) Limited		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
British American Tobacco (2009) Limited		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
Weston (2009) Limited		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
B.A.T. Industries p.l.c.		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
British-American Tobacco (Holdings) Limited		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
Louisville Securities Limited		England and Wales		Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom
BATUS Holdings Inc.		Delaware		103 Foulk Road, Suite 201-3, Wilmington, DE 19803
BT DE Investments Inc.		Delaware		103 Foulk Road, Suite 201-3, Wilmington, DE 19803

Schedule B

BAT Directors and Officers

The name, country of citizenship and current principal occupation or employment of each of the BAT Directors and Officers are set forth below. Unless otherwise indicated in the tables below (i) each occupation set forth opposite an individual’s name refers to a position with a BAT Entity and (ii) the business address of such individual is Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom.

British American Tobacco p.l.c.

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Luc Jobin (Chair)		Canada		Chair of BAT, Independent Director of Gildan Activewear Inc and Strategic Advisory Committee member of Groupe Techno-X.
Susan Mair Farr (Senior Independent Director)		United Kingdom		Senior Independent Director of BAT, Non-Executive Director of Helical plc, Unlimited Group Ltd and Lookers Limited, and Senior Independent Director of THG plc.
Tadeu Marroco		United Kingdom		Chief Executive
Krishnan Anand (Non-Executive Director)		U.S.A.		Non-Executive Director of BAT, Director of Wingstop Inc., Chief Executive Officer of Igniting Business Growth LLC and Chairman and Chief Executive Officer of Igniting Consumer Growth Acquisition Co.
Karen Guerra (Non-Executive Director)		United Kingdom		Non-Executive Director of BAT and Independent Non-Executive Director of Amcor plc.
Holly Keller Koeppel (Non-Executive Director)		U.S.A.		Non-Executive Director of BAT, Flutter Entertainment plc, and a Director of The AES Corporation and Arch Resources Inc.
Véronique Laury (Non-Executive Director)		France		Non-Executive Director of BAT and Director of Sodexo SA, Inter IKEA Holding B.V., Eczacıbaşı Holding Company and Societe Bic S.A.
Dimitri Panayotopoulos (Non-Executive Director)		United Kingdom		Non-Executive Director of BAT, Independent Director of North Atlantic Acquisitions Corporation, Senior Advisor at the Boston Consulting Group, Chairman of the Board of Airway Therapeutics Inc., Advisory Board member of JBS USA and Board member of IRI
Darrell Thomas (Non-Executive Director)		U.S.A		Non-Executive Director of BAT, Independent Director of Dorman Products Inc., Non-Executive Director of Scotia Holdings (US) Inc. and Pitney Bowes Inc. and Board member of Sojourner Family Peace Center Inc.
Murray S. Kessler (Non-Executive Director)		U.S.A		Non-Executive Director of BAT

British American Tobacco (1998) Limited

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Jerome Bruce Abelman		U.S.A.		Director of Legal & External Affairs
Tadeu Luiz Marroco		United Kingdom		Chief Executive
Kingsley Wheaton		United Kingdom		Chief Strategy & Growth Officer

British American Tobacco (2012) Limited

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
David Patrick Ian Booth		United Kingdom		Group Chief Accountant
Anthony Michael Hardy Cohn		United Kingdom		Head of Tax Strategy & Disputes
Ruth Wilson		United Kingdom		Head of Group Corporate Governance
Ridirectors Limited (Globe House, 1 Water Street,London, England, WC2R 3LA)		Incorporated in the United Kingdom		Corporate director (non-trading company)
Kirsty White		United Kingdom		Head of Tax Technology & UK Tax

British American Tobacco (2009) Limited

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
David Patrick Ian Booth		United Kingdom		Group Chief Accountant
Anthony Michael Hardy Cohn		United Kingdom		Head of Tax Strategy & Disputes
Ruth Wilson		United Kingdom		Head of Group Corporate Governance
Daniel Wang Kit Wong		United Kingdom		Head of Corporate Treasury
Ridirectors Limited (Globe House, 1 Water Street,London, England, WC2R 3LA)		Incorporated in the United Kingdom		Corporate director (non-trading company)
Kirsty White		United Kingdom		Head of Tax Technology & UK Tax

Weston (2009) Limited

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Jerome Bruce Abelman		U.S.A		Director ofLegal and External Affairs
Tadeu Luiz Marroco		United Kingdom		Chief Executive
Pablo Daniel Sconfianza		Italy		Group Finance Controller

B.A.T. Industries p.l.c.

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Caroline Ferland		Canada		Group Company Secretary
Paul McCrory		United Kingdom		Director, Corporate & Regulatory Affairs
Neil Arthur Wadey		United Kingdom		Group Head of Treasury
John Fry		United Kingdom		Group Head of Corporate Tax
Pablo Daniel Sconfianza		Italy		Group Finance Controller

British-American Tobacco (Holdings) Limited

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Jerome Bruce Abelman		U.S.A.		Director of Legal and External Affairs
Luciano Comin		Italy, Argentina		Director, Combustibles & New Categories
Mihovil James Dijanosic		Australia		Regional Director, Asia-Pacific and Middle East Africa
Syed Javed Iqbal		Pakistan		Interim Finance Director, Digital and Information & Interim Finance Director
Zafar Aslam Khan		Pakistan		Director, Group Operations
Tadeu Luiz Marroco		United Kingdom		Chief Executive
Johan Maurice Vandermeulen		Belgium		Chief Operating Officer
Kingsley Wheaton		United Kingdom		Chief Strategy & Growth Officer
Andrew James Barrett		United Kingdom		Director, Business Development
Dr Cora Koppe-Stahrenberg		Germany		Chief People Officer
Paul McCrory		United Kingdom		Director, Corporate & Regulatory Affairs
Frederico Pinto Monteiro		Brazil		Regional Director, Americas & Europe
James Murphy		Ireland		Director, Research & Science
David Stephen Waterfield		United Kingdom		President & CEO, Reynolds American Inc.

Louisville Securities Limited

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Andrew James Barrett		United Kingdom		Director, Business Development
Anthony Michael Hardy Cohn		United Kingdom		Head of Tax Strategy & Disputes
Neil Arthur Wadey		United Kingdom		Group Head of Treasury
Ruth Wilson		United Kingdom		Head of Group Corporate Governance
Ridirectors Limited (Globe House, 1 Water Street, London, England, WC2R 3LA)		Incorporated in the United Kingdom		Corporate director (non-trading company)
Kirsty White		United Kingdom		Head of Tax Technology & UK Tax

BATUS Holdings Inc.

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Alden H. Smith (Director) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Managing Counsel – Corporate of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Timothy N. Derr (Secretary and Director) 4250 Lancaster Pike, Suite 302, Wilmington, DE 19805		U.S.A.		Transaction Manager of Corporation Service Company, whose business address is 4250 Lancaster Pike, Suite 302, Wilmington, DE 19805, and whose principal business is the provision of corporate and administrative services
Benjamin S. Shively (Director) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Senior Vice President & Deputy General Counsel of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Anthony B. Petitt (President) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Vice President – Controller Finance & Accounting and Treasurer of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Paul McCrory (Vice President and Director)		United Kingdom		Director, Corporate and Regulatory Affairs
David Booth (Vice President and Director)		United Kingdom		Group Chief Accountant
Javier F. Suarez (Vice President – Tax) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Vice President – Tax of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Steven W. Coppock (Treasurer) Little Falls Centre Two, 2751 Centerville Road, Suite 300, Wilmington, DE 19808		U.S.A.		Accounting Manager of Gunnip & Company LLP, whose business address is Little Falls Centre Two, 2751 Centerville Road, Suite 300, Wilmington, DE 19808, and whose principal business is the provision of accounting and corporate consulting services
Patrick Z. Messick (Assistant Secretary) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Senior Director – Income Tax of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101

BT DE Investments Inc.

 

Name (and business address where not Globe House, 4 Temple Place, London WC2R 2PG, United Kingdom)		Country of Citizenship		Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a BAT Entity)
Priscilla Samuel (President and Director) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Executive Vice President – Scientific Research and Development of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Anthony B. Petitt (Treasurer and Director) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Vice President – Controller Finance & Accounting and Treasurer of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Dakota J. Moore (Secretary) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Managing Counsel – Commercial of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Patrick Z. Messick (Assistant Secretary) 401 North Main Street, Winston-Salem, NC 27101		U.S.A.		Senior Director – Income Tax of RAI Services Company, whose principal business address is 401 North Main Street, Winston-Salem, NC 27101
Valerie B. Solomon (Assistant Secretary and Director)		U.S.A.		Head of Wellness & Stimulation Regulatory Counselling