VIA EDGAR
June 12, 2017
| Re: | British American Tobacco p.l.c. |
| Registration Statement on Form F-4 |
| File No. 333-217939 |
| Acceleration Request |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, British American Tobacco p.l.c. (“BAT”) hereby requests that the effective date of the above-referenced Registration Statement on Form F-4, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, be accelerated to 9:00 a.m., Eastern Time, on June 14, 2017, or as soon as practicable thereafter.
BAT hereby acknowledges:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve BAT from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | BAT may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
BAT requests that it be notified of the effectiveness of the Registration Statement on Form F-4 by telephone call to its counsel Alyssa Caples at 011-44-20-7453-1039, followed by written confirmation to the addressees listed on the cover page of the Registration Statement on Form F-4. Thank you for your attention to this matter.
| Very truly yours,
| ||
| BRITISH AMERICAN TOBACCO P.L.C.
| ||
| By: | /s/ Paul McCrory | |
| Name: | Paul McCrory | |
| Title: | Company Secretary | |
John Dana Brown, Esq.
Attorney Advisor
Office of Transportation and Leisure
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Copies to:
Nicandro Durante
Chief Executive
British American Tobacco p.l.c.
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
McDara P. Folan, III, Esq.
Senior Vice President, Deputy General Counsel and Secretary
Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27101
United States of America
Randi C. Lesnick, Esq.
Jones Day
250 Vesey Street
New York, New York 10281
United States of America
2
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
United States of America
Alyssa Caples, Esq.
Cravath, Swaine & Moore LLP
1 Ropemaker Street
London EC2Y 9HR
United Kingdom
3