Bt and AT&T Corp. Announce Strategic Telecommunications Investments in Canada - Rogers Cantel Mobile Communications, BT to acquire most of AT&T's equity position in AT&T Canada - Company Business and Marketing

Cambridge Telcom Report, August 16, 1999

AT&T and BT will share four of the 16 Rogers Cantel board seats and will be granted other governance rights customary in a transaction of this nature. In addition, RCI has granted Wireless Co a right of first negotiation on the control block of Rogers Cantel, in the event that RCI wishes to sell control of Rogers Cantel.

AT&T Wireless Services will continue its long standing relationship with Rogers Cantel as North America's two largest TDMA providers with seamless cross-border capabilities and their highly successful Digital One-Rate plan.

Summary of BT's Purchase of Interest in AT&T Canada from AT&T Corp. BT will acquire 30 per cent of AT&T's 31 per cent ownership position in AT&T Canada for Cdn $600 million (US $402 million, pnds stlg248 million), which was calculated on the approximate 45 trading day, weighted average trading price of AT&T Canada on the Toronto Stock Exchange. This ownership position will be held through a newly established entity for interests in Canadian wireline operations ("Wireline Co"), 70 per cent owned by AT&T and 30 per cent owned by BT.

Wireline Co will hold approximately 30.8 per cent of the equity and 23.3 per cent of the voting interest in AT&T Canada.

Under the agreement, BT is obligated to participate in the second phase of AT&T's merger agreement with AT&T Canada up to a cap of Cdn $1.65 billion. AT&T Corp. retains the obligation beyond $1.65 billion to the full extent of the back end takeout.

Upon the closing of AT&T's sale of 30 per cent of its ownership position in AT&T Canada to BT, AT&T Canada will be beneficially owned 9 per cent by BT, 22 per cent by AT&T, and 69 per cent by the company's public shareholders. AT&T has agreed to grant one of its four board seats on the 12-member AT&T Canada board to a BT designee.

AT&T Corp. was advised by CIBC World Markets on both transactions. BT was advised by Morgan Stanley Dean Witter. Rogers Cantel was advised by NM Rothschild & Sons Canada Limited.

AT&T Corp. (NYSE: T) is the world's premier provider of voice and data communications, with more than 80 million customers, including businesses, government and consumers. AT&T runs the world's largest, most powerful long- distance network and the largest wireless network in North America. The company is a leading supplier of data and Internet services for businesses and the nation's largest direct Internet service provider to consumers. AT&T also provides local telephone service to a growing number of businesses. For more information visit www.att.com.

British Telecommunications plc (NYSE: BTY) is one of the world's leading providers of telecommunications services. With a market capitalization of around 60 billion pounds sterling, it is one of the largest private sector companies in Europe. Its principal activity is the supply of local, long distance and international telecommunications services and equipment in the UK, serving 28 million exchange lines. International direct-dialled telephone service is available to more than 200 countries and other overseas territories -- covering 99 per cent of the world's 800 million telephones. BT is expanding its presence overseas rapidly and has operations in more than 30 countries worldwide, with joint ventures in the Republic of Ireland, France, Switzerland, Spain, Germany, Italy, the Netherlands, Sweden, New Zealand, Japan, Hong Kong, Singapore, Malaysia, Korea, India and Latin America. For more information visit www.bt.com.