Acquisition

British American Tobacco PLC
30 January 2001


'The following announcement has been made by British American Tobacco
Australasia Limited'

                                                              
British American Tobacco p.l.c. To Acquire the Minority Shareholdings in
              British American Tobacco Australasia Limited
                                    

The Independent Directors of British American Tobacco Australasia
Limited ('BAT Australasia') announced today that BAT Australasia has
entered into an agreement, under which a wholly owned subsidiary of
British American Tobacco p.l.c. ('BAT p.l.c.') proposes to acquire the
40.5% of BAT Australasia that BAT p.l.c. does not already own for $17.75
cash per share.  The proposal, initiated by BAT Australasia, will be
effected by way of a Scheme of Arrangement under Section 411 of
Corporations Law and is subject to shareholders' and other approvals as
outlined below.

Additionally, the Board of BAT Australasia today announces an intention
to declare a final dividend of 45 cents per share at the time of its
preliminary final results on 28 February 2001.  This dividend, when
declared, will be franked to a level that utilises the available
franking credits at the time of its declaration.

This proposal values the offer to the minority shareholders of BAT
Australasia, inclusive of the proposed 45 cent dividend, at
approximately $1,109 million, which represents a premium of 40% to the
one month volume weighted average share price of $13.01.

The Chairman of BAT Australasia, The Hon Nick Greiner AC, stated: 'The
Independent Directors unanimously recommend to the minority shareholders
of BAT Australasia that they vote in favour of the Scheme, as it
represents an opportunity to maximise the value of their investment in
BAT Australasia for a consideration, which, subject to the opinion of an
Independent Expert, the Independent Directors view as being in the best
interests of minority shareholders.'

The Hon Nick Greiner AC added that in advising that the proposal is in
the best interests of minority shareholders, the Independent Directors
of BAT Australasia considered that:

*    as a consequence of BAT Australasia's ownership structure, the
     market for BAT Australasia's shares is highly illiquid.
     Notwithstanding declining demand for tobacco in our main markets,
     the business has performed strongly since the merger between W.D. &
     H.O. Wills Holdings Limited and Rothmans Holdings Limited in 1999.
     However, BAT Australasia's share price has significantly
     underperformed both the market benchmark indices and the ASX
     Alcohol and Tobacco Index.  Whilst being the 50th largest listed
     company by market capitalisation on the Australian Stock Exchange
     ('ASX'), given the low liquidity of the shares, BAT Australasia has
     been excluded from the S&P/ASX 100 index.

*    the proposal creates immediate value for shareholders that is
     unlikely to be delivered to shareholders over the medium term,
     particularly in light of the market dynamics referred to above.

*    the proposed consideration of $18.20 per share, comprising the Scheme 
     consideration of $17.75 and the proposed 45 cent dividend, represents a 
     premium to BAT Australasia's recent trading history:

     -    a 40% premium to the one month volume weighted average share price
          of $13.01;
     -    a 61% premium to the twelve month volume weighted average share
          price of $11.33; and
     -    a 30% premium to the highest price the shares have traded in the
          last twelve months of $14.00.

*    the Scheme being proposed delivers an outcome which is more
     beneficial to the minority shareholders than might be achieved
     under other capital management initiatives.

BAT p.l.c.'s Chairman, Martin Broughton stated that 'We believe that the
proposed Scheme is in the best interests of both BAT Australasia's
minority shareholders and BAT p.l.c..  The transaction is responsive to
concerns about the limited liquidity of BAT Australasia's shares and
will have a positive impact on cash earnings for BAT p.l.c..'

The cash payment under the Scheme will be paid on completion of the Scheme. 
BAT p.l.c. will debt fund this payment.

Following successful implementation of the Scheme, BAT Australasia will
be delisted and become a wholly-owned subsidiary of BAT p.l.c..

BAT Australasia's minority shareholders will not bear any brokerage or
stamp duty costs on the disposal of their BAT Australasia shares under
the proposal.

The Independent Directors of BAT Australasia have engaged Arthur
Andersen Corporate Finance as an Independent Expert to provide an
opinion whether the Scheme is in the best interests of shareholders.

CONDITIONS AND REGULATORY APPROVALS

The transaction is conditional upon the following:

*    BAT Australasia shareholder approval by a Court convened meeting to
     approve the Scheme of arrangement and subsequent Court
     confirmation; and

*    Foreign Investment Review Board approval in Australia.


SUMMARY OF IMPORTANT DATES

BAT Australasia intends to put the proposal to shareholders prior to BAT
Australasia's Annual General Meeting in late April 2001.  The key
indicative dates in relation to the proposal are set out below:

Late March   First Court hearing

Late March   Despatch of Scheme documentation and notice of meeting to 
             BAT Australasia shareholders

Late April   BAT Australasia Scheme meeting and Annual General Meeting

Early May    Court confirmation of Scheme

Mid May      Effective date of Scheme and completion of transaction

BAT Australasia is being advised on this transaction by Caliburn
Partnership and Clayton Utz.  BAT p.l.c. is being advised by UBS Warburg
and Blake Dawson Waldron.

For additional information, please contact the following
representatives:


BAT Australasia                 BAT p.l.c.

The Hon Nick Greiner AC         Michael Prideaux
Chairman                        Corporate and Regulatory
Ph: [phone]             Affairs Director
Mobile: [phone]         
                                Ralph Edmondson
                                Head of Investor Relations
                                
                                Ph: [phone]
                                
Adviser to BAT Australasia      Adviser to BAT p.l.c.
                                
Caliburn Partnership            UBS Warburg
Simon Mordant                   Peter Kennan / Ronn Bechler
Ph: [phone]             Ph:     [phone] /
Mobile: + 61 411 406 229                [phone]
                                Mobile: [phone] /
                                        [phone]