George Weston Foods

Associated British Foods PLC
5 July 2002



5 July 2002

                          Associated British Foods plc


The following is the text of an announcement made today by George Weston Foods
Limited to the Australian Stock Exchange.  Associated British Foods plc holds
81.25% of the issued share capital of George Weston Foods Limited.

                          'George Weston Foods Limited

                 Announcement to the Australian Stock Exchange

     Selective reduction of capital and special dividend to facilitate the
          acquisition of the minorities in George Weston Foods Limited


Further to the announcement to the Australian Stock Exchange ('ASX') on 20 June
2002, the Independent Directors of George Weston Foods Limited ('George Weston')
today announce the details of a proposal (the 'Proposal') under which George
Weston would undertake a selective reduction of capital and pay a special
dividend, pursuant to which all shares not already owned by Associated British
Foods plc ('ABF') will be cancelled in return for a payment totalling $6.60 per
George Weston share.  If the Proposal is successfully implemented, George Weston
will become a wholly-owned subsidiary of ABF and an application will be made to
have it delisted from the ASX.  ABF currently holds 104,506,071 shares or 81.25%
of George Weston.

Under the Proposal, George Weston shareholders other than ABF ('George Weston
Minority Shareholders') will receive a total consideration of $6.60 per George
Weston share, representing a 28% premium over the closing price of George Weston
shares on 17 May 2002 of $5.14, being the last trading day prior to press
speculation.  The Proposal values the minority shares at approximately $160
million.

The Proposal will be effected in a tax efficient manner involving a combination
of a selective reduction of capital and a special dividend as follows:

•                     a capital return of $4.95 per minority share, and

•                     a fully franked special dividend of $1.65 per share, which
will be paid to all shareholders (including ABF), if the selective reduction of
capital is approved.

The selective reduction of capital will be put to a vote at an Extraordinary
General Meeting ('EGM') of George Weston shareholders and a separate meeting of
the George Weston Minority Shareholders, likely to be held during August 2002.
Notices of the meetings will be forwarded in due course.

The Independent Directors of George Weston, advised by Gresham Partners Limited
and Allens Arthur Robinson have closely considered the Proposal and believe it
to be in the best interests of George Weston Minority Shareholders.  The
Independent Directors also engaged Deloitte Corporate Finance Pty Limited 
('Deloitte') to prepare an Independent Expert's Report in relation to the
Proposal.  Deloitte has confirmed that, in their opinion, and assuming the
rulings sought from the Australian Taxation Office ('ATO') are satisfactory, the
Proposal is fair and reasonable to George Weston Minority Shareholders, and to
continuing shareholders.  A copy of the Independent Expert's Report will be sent
to shareholders along with the Notices of Meetings.

Accordingly, the Independent Directors will recommend that all shareholders vote
in favour of the Proposal, as they intend to do in respect of their own
shareholdings.

Commenting on the Proposal, George Weston Chairman, Mr John Pascoe, stated: 'The
Independent Directors unanimously recommend the Proposal to George Weston
Minority Shareholders.  It represents a unique opportunity immediately to
realise the value of their George Weston share, particularly having regard to
the low level of liquidity in trading of the shares on the ASX.  Mr Pascoe added
that;

•  the consideration of $6.60 per George Weston share represents:

   -  a 28% premium over the closing price of George Weston shares
      on 17 May 2002 of $5.14, being the last trading day prior to press 
      speculation and

   -  a 24% premium over $5.31, being the volume weighted average
      share price for the month prior to George Weston's announcement that it was
      considering a proposal.

•  current trading conditions in George Weston's core markets
remain competitive and, notwithstanding good medium term prospects, the Proposal
creates immediate value for shareholders today.  The realisation of such value
in the ordinary course would take time and involve a greater level of risk and,
as such, in net present value terms, the Proposal is considered highly
attractive;

•  George Weston's future share price performance may be
constrained as a consequence of its ownership structure, its small free-float,
the high illiquidity of the market for its shares and the company's limited
broker coverage; and

•  George Weston shareholders are unlikely to receive a higher offer from an 
alternative third party.

Under the proposal, George Weston Minority Shareholders would not bear any
brokerage or stamp duty costs on the disposal off their George Weston shares.

Conditions and Regulatory Approvals

The Proposal is subject to the following:

•   The receipt of rulings sought from the Australian Taxation Office;

•   Separate approvals of the George Weston Minority
Shareholders and of those shareholders who will remain as shareholders in the
company (in this case, ABF only), by special resolution in each case.

Indicative Schedule of Key Dates

George Weston is awaiting receipt of ATO Rulings sought, after which the
meetings will be called.  Shareholders will be sent an Explanatory Memorandum
which will contain the Notices of Meetings, the Independent Expert's Report and
communication from the company.  The indicative key dates in relation to the
proposal are set cut below:

•  Late July                  Despatch documentation and notice of meeting to
                              Shareholders.

•  Late August                EGM to vote on resolutions.

•  Late September             Payment of consideration and application for 
                              delisting of George Weston.

The Independent Directors of George Weston are John Pascoe, Chairman, and Marvin
Weinman, Chief Executive Officer.

                                     -Ends-



All enquiries:

Associated British Foods                                020 7589 6363
John Bason

Citigate Dewe Rogerson                                  020 7638 9571
Jonathan Clare
Chris Barrie
Sara Batchelor



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