Further re Acquisition of Interest

British American Tobacco PLC 28 January 2000 OVERWHELMING SUPPORT FOR OFFER British American Tobacco announces that shareholders in Imasco, the Group's Canadian associate, have voted overwhelmingly in favour of a special resolution which will permit British American Tobacco to acquire the 58.5 per cent of Imasco shares that it does not already own, at a price of C$41.60 per share. The special resolution, which required the support of a two-thirds majority, received 95.7 per cent of the votes cast by Imasco's public shareholders and 97.9 per cent of the votes cast by all shareholders, including British American Tobacco. Completion of the transaction is still subject to receipt of the regulatory approvals needed to allow the Toronto Dominion Bank to acquire Imasco's 98.2 per cent interest in CT Financial Services Inc. These approvals are expected to be received prior to the scheduled closing on 1 February 2000. As already announced, Shoppers Drug Mart/Pharmaprix is to be sold to Kohlberg Kravis Roberts & Co., while the auction process for Genstar Development Company is well underway. The acquisition of Imperial Tobacco will be marginally earnings enhancing, while providing a significant improvement in cash flow. It completes the transformation of British American Tobacco, which started in October 1997 with the demerger of financial services, into a business focused solely on its worldwide tobacco interests, in pursuit of the Group's vision of becoming the leading international tobacco company. There should be significant growth opportunities in tobacco for the foreseeable future and British American Tobacco remains confident of its long-term ability to provide excellent rewards for shareholders, based on the Group's commitment to pay out at least 50 per cent of sustainable earnings. Commenting on the result of the Imasco shareholders vote, Martin Broughton, Chairman of British American Tobacco, said: 'This overwhelming result marks the start of a new chapter in the long and successful history of our business in Canada. I would like to take the opportunity to congratulate the Imasco management team, and especially Purdy Crawford and Brian Levitt, on the quality of the business they have built over the years and the value they have added for shareholders. 'Imperial Tobacco is an excellent business, which has been able to increase market share consistently for the past 20 years. It has a proven management team led by Don Brown and Bob Bexon and so we would not expect there to be any major changes as a result of becoming a full subsidiary of British American Tobacco.' ENQUIRIES: British American Tobacco Press Office: Tel. 0171 845 2888 Fran Morrison, Brian O'Connell, Jody Humble Investor Relations: Tel. 0171 845 1000 Ralph Edmondson, Denise Hart NOTES TO EDITORS No of fully diluted shares (m) 441.09 Owned by BAT -184.17 Public float 256.92 Offer price 41.60 C$/£ 2.35 C$bn £bn Total cash cost of 58% 10.69 4.55 Existing Imasco debt 1.60 0.68 Sale of CT (98.2%) -7.85 -3.34 Sale of Shoppers -2.55 -1.09 Increase in BAT net debt 1.89 0.80 Excludes proceeds from sale of Genstar Land Co.
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