BNP Paribas Tender Offer

British American Tobacco PLC
12 June 2007



Press Release 12 June 2007

  Tender Offer by BNP Paribas for B.A.T. International Finance p.l.c.'s Notes

 NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR
       ITALY (SEE FULL TENDER OFFER AND DISTRIBUTION RESTRICTIONS BELOW)

BNP Paribas has announced an invitation to holders (the "Noteholders") of the
€1,700,000,000 4.875 per cent. Notes due 2009 (ISIN: XS0094703799) issued by
B.A.T. International Finance p.l.c. and guaranteed by British American Tobacco
p.l.c., B.A.T Industries p.l.c., British American Tobacco Mexico, S.A. de C.V.
(formerly known as BAT Mexico, S.A. de C.V.), B.A.T Capital Corporation and
B.A.T Finance B.V. (the "Notes") to offer to sell a target amount of
€750,000,000 (subject to amendment and variation) of the Notes to BNP Paribas
for cash (the "Tender Offer"), as more particularly described in a tender offer
memorandum dated 12 June 2007 (the "Tender Offer Memorandum").

Eligible Noteholders are advised to read carefully the Tender Offer Memorandum
for full details of and information on the procedures for participating in the
Tender Offer.  BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan
Securities Ltd. are acting as Joint Dealer Managers.  Citibank, N.A. is acting
as Tender Agent.



Requests for information in relation to the Tender Offer should be directed to:


                                           Joint Dealer Managers
            BNP PARIBAS               Citigroup Global Markets Limited       J.P. Morgan Securities Ltd.
        10 Harewood Avenue                    Citigroup Centre                     125 London Wall
          London NW1 6AA                        Canada Square                      London EC2Y 5AJ
   Attention: Debt Restructuring                Canary Wharf                    Attention: Peter Capel
               Group                           London E14 5LB                           Email:
              Email:                Attention: Liability Management Group  [e-mail]
 [e-mail]                  Email:                    Tel: [phone]
     Tel: [phone]       [e-mail]
                                          Tel: [phone]



Requests for information in relation to the procedures for tendering Notes in
the Tender Offer and the submission of tender instructions should be directed
to:




                                                  The Tender Agent
                                                   Citibank, N.A.

                                                  Citigroup Centre

                                                    Canada Square

                                                    Canary Wharf

                                                   London E14 5LB

                                         Email: [e-mail]

                                              Tel: [phone]

                                              Fax: [phone]



The Tender Offer Memorandum is available for inspection at the offices of the
Joint Dealer Managers and the Tender Agent and at the Document Viewing Facility
of the Financial Services Authority, 25 The North Colonnade, London E14 5HS.



Tender Offer and Distribution Restrictions



The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Neither this announcement nor the Tender
Offer Memorandum constitutes an offer to buy or a solicitation of an offer to
sell any Notes, and tenders of Notes in the Tender Offer will not be accepted
from Noteholders in any jurisdiction in which such offer or solicitation is
unlawful.



United States



The Tender Offer is not being made and will not be made, directly or indirectly,
in or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone, email
and other forms of electronic transmission) of interstate or foreign commerce
of, or any facility of a national securities exchange of, the United States, and
the Notes may not be tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States.  Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Tender Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded in or into
the United States or to persons located or resident in the United States.  Any
purported tender of Notes in the Tender Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and tenders of Notes made
by a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will not be accepted.  For the
purposes of this paragraph, United States means the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.



United Kingdom

The communication of this Tender Offer Memorandum and any other documents or
materials relating to the Tender Offer is not being made, and such documents and
/or materials have not been approved, by an authorised person for the purposes
of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom, and are only for circulation to
persons outside the United Kingdom or to persons within the United Kingdom
falling within the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Order)) or to other persons to whom it may lawfully be communicated in
accordance with the Order.



Italy



The Tender Offer is not being made in the Republic of Italy (Italy).  The Tender
Offer, this announcement and the Tender Offer Memorandum have not been submitted
to the clearance procedures of the Commissione Nazionale per le Societa e la
Borsa (CONSOB) pursuant to Italian laws and regulations.  Accordingly,
Noteholders are notified that, to the extent Noteholders are resident and/or
located in Italy, the Tender Offer is not available to them and they may not
tender Notes in the Tender Offer and, as such, any tender instructions received
from or on behalf of such persons shall be ineffective and void, and none of
this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Tender Offer or the Notes may be distributed or made
available in Italy.

Belgium

The Tender Offer is not being made, directly or indirectly, to the public in
Belgium.  The Tender Offer Memorandum has not been and will not be notified to
nor approved by the Belgian Banking, Finance and Insurance Commission
(Commission Bancaire, Financiere et des Assurances/Commissie voor het Bank,
Financie en Assurantiewezen) and neither the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer have been, or will be,
approved by the Belgian Banking, Finance and Insurance Commission.  Accordingly,
the Tender Offer may not be advertised and neither the Tender Offer Memorandum
nor any such documents or materials may be distributed or made available in
Belgium other than to institutional investors, as referred to in article 10 of
the Law of 16 June 2006 on the public offer of investment instruments and the
admission to trading of investment instruments on a regulated market, acting for
their own account.



France



The Tender Offer is not being made, directly or indirectly, to the public in the
Republic of France (France).  The Tender Offer, this announcement and the Tender
Offer Memorandum and any other documents or materials relating to the Tender
Offer have not been nor will be distributed to the public in France and only (i)
providers of investment services relating to portfolio management for the
account of third parties and/or (ii) qualified investors (investisseurs
qualifies) other than individuals, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monetaire et financier,
are eligible to participate in the Tender Offer.  Neither the Tender Offer nor
the Tender Offer Memorandum have been or will be submitted to or approved by the
Autorite des Marches Financiers.



Enquiries

For further information:

British American Tobacco p.l.c.
Investor Relations:                               Press Office:

Ralph Edmondson          [phone]         David Betteridge/Kate     [phone]
Rachael Brierley                                  Matrunola/Catherine
                         [phone]         Armstrong

www.bat.com






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