PRESS RELEASE
04 DECEMBER 2025
British American Tobacco p.l.c. ("BAT" or the "Group") announces that its wholly-owned subsidiaries, Tobacco Manufacturers (India) Limited, Myddleton Investment Company Limited and Rothmans International Enterprises Limited, intend to sell between 7 per cent and c.15.3 per cent of the issued ordinary share capital in ITC Hotels Limited (鈥淚TC Hotels鈥) (the 鈥淏lock Trade Shares鈥) to investors by way of an accelerated bookbuild process (the 鈥淏lock Trade鈥), subject to customary closing conditions. The final number of shares sold will be determined to optimise the overall pricing outcome to the Group.
The proceeds will be used to progress to within the target 2-2.5x adjusted net debt/adjusted EBITDA leverage corridor (adjusted for Canada) by the end of 2026.
Established in 1975, the business of ITC Hotels has grown to encompass over 140 hotels across 90+ destinations in the Indian subcontinent. Following a demerger from ITC Limited (鈥淚TC鈥), ITC Hotels has been trading as a publicly listed entity since January 2025. As a result of its shareholding in ITC at the time of the demerger, BAT holds a c.15.3 per cent shareholding in ITC Hotels.
Tadeu Marroco, Chief Executive of BAT said: 鈥淥ur direct shareholding in ITC Hotels was a result of the demerger process that was completed by ITC earlier this year. As previously stated, a direct stake in ITC Hotels is not a strategic holding for BAT, therefore, I am pleased that the proceeds from this transaction will further support continued progress towards our stated 2026 leverage corridor.鈥
Further details of the number of Block Trade Shares sold and the value of net proceeds received will be shared once the transaction has completed.
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The securities referred to herein will not be, and have not been, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This release contains certain forward-looking statements, including "forward-looking" statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as "believe," "anticipate," "could," "may," "would," "should," "intend," "plan," "potential," "predict," "will," "expect," "estimate," "project," "positioned," "strategy," "outlook", "target" and similar expressions. These include statements regarding our deleverage target, Smokeless customer growth ambitions, Smokeless revenue target and sustainability targets, as well as statements regarding the intended sale of the Block Trade Shares and the intended use of proceeds.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this release are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the headings 鈥淐autionary Statement鈥, "Group Principal Risks" and 鈥淕roup Risk Factors鈥 in the 2024 Annual Report and Form 20-F of BAT.听
Additional information concerning these and other factors can be found in BAT鈥檚 filings with the U.S. Securities and Exchange Commission ("SEC"), including the Annual Report on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC's website, and BAT鈥檚 Annual Reports, which may be obtained free of charge from the BAT website听www.bat.com.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this release and BAT undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.