BG plc is today implementing its corporate restructuring and refinancing, first announced in June. This creates a new holding company for the group, BG Group plc, which is listed on the London Stock Exchange from today.

The restructuring has been implemented by way of a scheme of arrangement, which has been approved by shareholders and the court. A total of 3,505,896,548 ordinary shares in BG Group have been listed on the London Stock Exchange.

Under the restructuring the new holding company, BG Group plc, is now the ultimate parent company for all BG's businesses. Transco, the business which operates Britain's gas transportation network, is held within a subsidiary company, ring-fenced for regulatory purposes. The Group's other businesses, of which BG International is the largest, are held in a new subsidiary of BG Group, BG Energy Holdings Limited.

The refinancing has involved the introduction of some £1.5 billion of additional debt into Transco through the issue of bonds in BG Transco Holdings plc. The three new issues of bonds are expected to be listed from tomorrow (14 December) on the London Stock Exchange.

The aim of the restructuring and refinancing is to provide a corporate structure that will allow the separate businesses more freedom to pursue growth opportunities, while bringing Transco into line with best regulatory practice as regards its transparency and capital efficiency.

In connection with the completion of the transaction, BG Group plc has succeeded to the registration of BG Public Limited Company under the United States Securities Exchange Act of 1934 (Commission file number: 1-9337).

Notes to Editors:

• Following the restructuring, the limited parent company of the group will no longer be BG plc, but will be BG Group plc and should be referred to as such.

• Shareholders on the register at the record date of 10 December have received 8 new shares in BG Group plc for every 9 existing BG plc shares held. In addition, for every 7,840 existing ordinary shares held at the same date, shareholders have received a package of bonds in BG Transco Holdings plc. The bond package consists of an allocation of one index-linked bond, one fixed-rate bond and one floating rate bond, each with a face value of £1,000. Details of the interest rates and duration of each bond were announced on 1 October 1999 and these bonds are expected to be listed from 14 December 1999.

• The number of new ordinary shares and bond packages allocated to shareholders has been rounded down to the nearest whole number. Fractions of new shares and/or bonds resulting from the rounding down have been added together and sold, and the proceeds will be distributed to shareholders. Shareholders with less than 7,840 shares will not receive bonds. They will receive cash for their fractions. For example, a shareholder with 300 BG shares will receive 266 BG Group shares and a cheque for £117, as indicated in the information sent to shareholders in October 1999.

• New BG Group share certificates, BG Transco Holdings bond details and/or proceeds from the sale of fractional entitlements will be sent to shareholders around 20 December.