英美烟草美股招股说明书(2025-09-22版)

B.A.T Capital Corporation (“BATCAP” or the “Issuer”), a corporation incorporated in the State of Delaware, is offering $750,000,000aggregate principal amount of 4.625% notes due 2033 (the “Notes”). The Notes will mature onMarch 22,2033. The Notes will beunsecured senior obligations of BATCAP and will be fully and unconditionally guaranteed on a senior and unsecured and joint andseveral basis (each, a “Guarantee” and, together, the “Guarantees”) by British American Tobacco p.l.c. (“BAT” or the “Parent” and,together with its subsidiaries, the “BAT Group”), B.A.T. International Finance p.l.c. (“BATIF”), B.A.T. Netherlands Finance B.V.(“BATNF”) and, unless its Guarantee is released in accordance with the indenture governing the Notes (the “Indenture”), ReynoldsAmerican Inc. (“RAI”) (in such capacity, each, a “Guarantor” and, together, the “Guarantors”), as described under “Description ofDebt Securities and Guarantees Issued under the 2019 and 2020 Indentures” in the accompanying prospectus. Interest on the Notes will be payable semi-annually in arrear on March 22 and September 22 of each year, commencing on March 22,2026. The Notes will bear interest at a rate of4.625% per annum. The Issuer may redeem the Notes, in whole or in part, at any time at the applicable redemption price described under the heading“Description of the Notes and the Guarantees—Redemption—Optional Redemption”. On or after January 22, 2033 (2 months prior tothe maturity date of the Notes), the Issuer may redeem the Notes, in whole or in part, at any time at a redemption price equal to 100%of the principal amount of such Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, asdescribed under “Description of the Notes and the Guarantees—Redemption—Optional Redemption”. The Notes will be issued in book-entry form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excessthereof. The Notes are a new issue of securities with no established trading market. We intend to apply to list the Notes on the NewYork Stock Exchange (“NYSE”). No assurance can be given that such application will be approved or that the Notes will be listed. Investing in the Notes involves risk. You should carefully review the risks and uncertainties described under the heading “RiskFactors” starting on pageS-10of this prospectus supplement, page2of the accompanying prospectus and in the documentsincorporated by reference herein and therein before you make an investment in the Notes. (1)Plus accrued interest, if any, with respect to the Notes, from September 22, 2025. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Notes in global form through the book-entry system of The Depository Trust Company(“DTC”) and its participants, including Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), on orabout September 22, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTES AND THE GUARANTEESBOOK-ENTRY, DELIVERY AND FORM OF SECURITIESMATERIAL NETHERLANDS INCOME TAX CONSIDERATIONSUNDERWRITINGEXPENSESLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUS1RISK FACTORS2COMPANY INFORMATION8WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE10USE OF PROCEEDS12DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2022 INDENTURE13DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2019 AND 2020 INDENTURES30DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ISSUED UNDER THE 2017 INDENTURE47PLAN OF DISTRIBUTION62CERTAIN TAX CONSIDERATIONS64CERTAIN ERISA CONSIDERATIONS79LEGAL MATTERS81EXPERTS82ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES83 Rather than repeat certain information in this prospectus supplement that we have already included in reports filed with the SEC, weare incorporating this information by reference, which means that we can disclose important business, financial and other informationto you by referring to those publicly filed documents that contain the information. Table of Contents We will provide without charge to each person to whom a prospectus is delivered, including each beneficial owner of the Notes, acopy of any or all documents that are incorporated into this prospectus supplement by reference, other than exhibits to suchdocuments, unless such exhibits are specifically incorporated by reference into the documents that this prospectus supplementincorporates. Copies of the documents incorporated by reference herein may be obtained at no cost by written or oral request toCompany Secretary, British American Tobacco p.l.c., Globe House, 4