British American Tobacco PLC Launch of BAT Offer for Souza Cruz
September 10 2015 - 7:30AM
Dow Jones News
TIDMBATS
RNS Number : 6795Y
British American Tobacco PLC
10 September 2015
For immediate release: Thursday 10 September 2015
Launch of BAT offer for Souza Cruz
British American Tobacco (BAT) confirms that its Brazilian
controlled company British American Tobacco Prestação de Serviços
Ltda. has today, following approval of its offering documentation
by the Brazilian regulator, Comissão de Valores Mobiliários (CVM),
launched a public tender offer to acquire up to all of the 24.7% of
Souza Cruz shares which are not currently owned by BAT and to
delist the company (the Offer).
The Offer for Souza Cruz is at a price per share of Rs 27.62, to
be paid in cash, in Brazilian Reais, reduced by the amount of any
dividends and interest on own capital declared by Souza Cruz in the
period prior to the completion of the Offer.
A price of Rs 27.62 per share, if adjusted for dividends and
interest on own capital, is approximately 37.1% higher than the
volume-weighted average of the BM&FBOVESPA closing price of
Souza Cruz shares over the three months prior to the closing price
for Souza Cruz shares on the trading day preceding the first
announcement of BAT's possible offer for Souza Cruz on 23 February
2015.
In accordance with the relevant Brazilian rules, N M Rothschild
& Sons (Brasil) Ltda. (Rothschild) and Banco de Investimentos
Credit Suisse (Brasil) S.A. (Credit Suisse) were appointed as
independent evaluators and carried out separate independent
valuations of Souza Cruz as part of the Offer process. On a
discounted cashflow basis the Rothschild report gave a value range
of Rs 22.09 to Rs 24.54 per Souza Cruz share and the Credit Suisse
report gave a value range of Rs 24.30 to Rs 26.72 per share.
As previously announced, BAT has signed an irrevocable
undertaking with Aberdeen Asset Management (Aberdeen) under which
Aberdeen agreed in return for an offer being launched at a price of
Rs 27.62 per share it will: (i) consent to the delisting of Souza
Cruz; and (ii) sell all of its shares to BAT as part of the offer
process. Aberdeen is the largest shareholder in Souza Cruz after
BAT and owns (both directly and through funds managed or
administered by Aberdeen) approximately 4.5% of the total shares
issued by Souza Cruz (which represent approximately 18.3% of the
Souza Cruz free float).
The Offer remains subject to the satisfaction of certain
conditions precedent, including acceptance of the Offer by
two-thirds of the holders of free float shares that qualify for the
auction. The auction which is the point at which shareholders can
accept the Offer has been set for 15 October 2015. The terms and
conditions of the Offer are described in further detail in the form
of notice of the Offer (Edital) which is available to view on the
CVM's website.
ENQUIRIES
Press Office Investor Relations
Will Hill / Anna Vickerstaff Mike Nightingale / Rachael Brierley
+44 (0) 20 7845 2888 (24 hours) + 44 (0) 20 7845 1180 / 1519
Deutsche Bank UBS
Nigel Meek / James Ibbotson James Robertson / Alisher Dadakuziev
+44 (0) 20 7545 8000 + 44 (0) 20 7568 1000
NOTES TO EDITORS
BAT is a global tobacco Group with brands sold in more than 200
markets. It employs more than 57,000 people worldwide and has over
200 brands in its portfolio, with its cigarettes chosen by one in
eight of the world's one billion smokers. BAT has leadership in
more than 60 markets around the world. The Group generated GBP4.5
billion profit from operations in 2014.
BAT is being advised by Deutsche Bank and UBS.
For further information:
www.bat.com
www.bat.com/annualreport
www.bat.com/sustainability
www.flickr.com/photos/welcometobat
www.youtube.com/welcometobat
Twitter: @BATPress
Disclaimers
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised
by the Prudential Regulation Authority and is subject to limited
regulation by the Financial Conduct Authority and Prudential
Regulation Authority. Deutsche Bank is acting for British American
Tobacco and no one else in connection with the contents of this
Announcement and will not be responsible to anyone other than
British American Tobacco for providing the protections afforded to
its clients or for providing advice in connection with the contents
of this Announcement or any matter referred to herein.
UBS Limited is authorised by the Prudential Regulation Authority
and in the United Kingdom is regulated by the Financial Conduct
Authority and Prudential Regulation Authority. UBS Limited is
acting for British American Tobacco and no one else in connection
with the contents of this Announcement and will not be responsible
to anyone other than British American Tobacco for providing the
protections afforded to its clients or for providing advice in
connection with the contents of this Announcement or any matter
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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September 10, 2015 07:15 ET (11:15 GMT)
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