Merger Document Despatched

BRITISH AMERICAN TOBACCO PLC 20 July 1999 BRITISH AMERICAN TOBACCO - AUSTRALIA ANNOUNCEMENT The following announcement was made in Australia today, 20th July 1999, by British American Tobacco's subsidiaries Rothmans Holdings Limited and W.D. & H.O. Wills Holdings Limited. ASX ANNOUNCEMENT AND MEDIA RELEASE ROTHMANS & WILLS DESPATCH MERGER DOCUMENTATION Rothmans Holdings Limited (Rothmans) and W.D. & H.O. Wills Holdings Limited (Wills) today despatched shareholder documentation in relation to the proposal to merge their businesses as announced on 19 May 1999. Under the proposal, Rothmans will continue as the listed merged entity and will change its name to British American Tobacco Australasia Limited. The merged entity will be the largest manufacturer and marketer of cigarettes and tobacco products in Australia, New Zealand, Papua New Guinea and the Pacific Islands. Key brands will include Winfield, Benson & Hedges, Holiday, Dunhill and Rothmans. Meetings of both companies' shareholders will be held on 18 August 1999 to consider the merger proposal. If shareholders approve the resolutions to be put to them, all conditions to the Wills scheme of arrangement are satisfied or waived including the conditions precedent to the sale to Imperial Tobacco Group PLC referred to below, and outstanding regulatory approvals are obtained, a Court hearing is expected to be held shortly after the shareholder meetings to approve the Wills scheme of arrangement. Following Court approval, the merger is expected to be implemented in early September. In conjunction with the merger, the new merged entity proposes to sell to Imperial Tobacco Group PLC a portfolio of brands in Australia and New Zealand, including the following currently sold brands: Australia Cigarettes RYO Tobacco Cigarette Papers Horizon, Escort, Champion, Stockman, Tally Ho JPS/John Player, Brandon, Dr Pat, Log Cabin, Peter Stuyvesant Five Star, Flagship New Zealand Cigarettes RYO Tobacco Horizon, Peter Jackson Horizon, Greys, Flagship, John Brandon, Pocket Edition, Virginia Peter Stuyvesant Gold, Riverstone In addition, the existing arrangements that Rothmans and Wills have with Imperial Tobacco in relation to the sale of Rizla in Australia and Drum, Evergreen and Amphora in New Zealand will be terminated. In the future, these brands will be sold by Imperial Tobacco. Imperial Tobacco will also acquire the rights to tobacco products Blend 11 and Rotterdam Shag. Following advice from Rothmans' independent expert, Grant Samuel & Associates Pty Limited, the directors of Rothmans unanimously recommend Rothmans shareholders vote in favour of the merger. Following advice from Wills' independent expert, KPMG Corporate Finance (Aust) Pty Ltd, the independent directors of Wills unanimously recommend Wills shareholders vote in favour of the merger. For further information, please contact the following representatives: Rothmans and Wills shareholder enquiries: Gary Krelle / John Kingsley Stuart Watterton Rothmans Holdings Ltd W.D. & H.O. Wills Holdings Ltd Ph: (02) 9956 0666 Ph: (02) 9370 1028 Media Enquiries: Michael Sharp Stuart Silver Gavin Anderson & Kortlang W.D. & H.O. Wills Holdings Ltd Ph: (02) 9552 4499 Ph: (02) 9370 1087
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