Offer Wholly Unconditionl,etc

BIRKBY PLC
1 September 1999


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                        CANADA, AUSTRALIA OR JAPAN
                                     
                              Mentmore Abbey
                    ('Mentmore Abbey' or 'the Company')
                                     
                          Merger with Birkby PLC
                                ('Birkby')
                                     
                                     
Offer Declared Unconditional in all Respects

On 25 August 1999, Mentmore Abbey announced that as at 3.00pm on 24 August
1999 (being the first closing date of the Offer) valid acceptances of  the
Offer   had  been  received  in  respect  of  44,354,201  Birkby   Shares,
representing  90.83  per  cent. of the issued ordinary  share  capital  of
Birkby  and  that,  the  acceptance condition of  the  Offer  having  been
satisfied, the Offer was unconditional as to acceptances.  As at 3.00pm on
31  August  1999  valid  acceptances  had  been  received  in  respect  of
44,388,291  Birkby  Shares, representing 90.90 per  cent.  of  the  issued
ordinary  share  capital of Birkby.  All of the conditions  of  the  Offer
having  now been satisfied or waived, Mentmore Abbey is pleased to declare
the  Offer unconditional in all respects subject to the admission  of  the
New  Mentmore  Abbey  shares  to  the Official  List  becoming  effective,
expected on 2 September 1999.

As  detailed  in the Offer Document dated 3 August 1999, Kim Taylor-Smith,
Michael Woodhead and Anthony Lewis have been appointed to the board of the
Company  following the Offer being declared unconditional in all respects.
Nicholas  Smith  and Clive Drysdale are to be appointed to  the  board  of
Birkby.

Prior to announcing the Offer on 27 July 1999, Mentmore Abbey had received
irrevocable  undertakings  to accept the Offer in  respect  of  17,834,654
Birkby  Shares  (representing approximately 36.5 per cent. of  the  issued
share   capital  of  Birkby).   Mentmore  Abbey  has  now  received  valid
acceptances  in respect of all of these Birkby Shares, which are  included
in  the  figures  stated above.  Except as stated above, neither  Mentmore
Abbey nor any person acting in concert with it, has acquired or agreed  to
acquire  any  Birkby  Shares  or  rights  over  Birkby  Shares  since  the
commencement of the Offer Period.

Save  for  1,348  Birkby  Shares held by Singer &  Friedlander  Investment
Management  Limited,  neither Mentmore Abbey nor  any  persons  acting  or
deemed  to  be  acting in concert with Mentmore Abbey held,  or  held  any
rights  over,  any Birkby Shares immediately prior to the commencement  of
the  Offer  Period.   Save for those controlled by  Singer  &  Friedlander
Investment  Management  Limited, no acceptances of  the  Offer  have  been
received  from  any person acting or deemed to be acting in  concert  with
Mentmore Abbey.

The Mix and Match Election closed at 3.00pm on 31 August 1999 but Mentmore
Abbey reserves the right to re-introduce a Mix and Match Election, subject
to the rules of the City Code.

The  Offer  will remain open for acceptance until further notice.   Birkby
Shareholders who have not accepted the Offer should ensure that  completed
Forms  of  Acceptance are returned to CI Registrars Limited,  PO  Box  30,
Victoria  Street,  Luton, Bedfordshire LU1 2PZ.   If  Birkby  Shareholders
require  further  Forms  of Acceptance, please contact  CI  Registrars  by
telephone on 01582 405333.


Result of Mix and Match Election

Of  the valid acceptances received, elections for additional shares  under
the  Mix  and  Match  Election were made in respect of  18,249,180  Birkby
Shares  (representing 37.37 per cent. of the issued ordinary share capital
of  Birkby)  and  elections for additional cash under the  Mix  and  Match
Election  were made in respect of 3,483,441 Shares (representing 7.13  per
cent. of the issued ordinary share capital of Birkby).

Birkby Shareholders who have elected for further New Mentmore Abbey shares
under   the  Mix  and  Match  Election  will  therefore  be  entitled   to
consideration  of  approximately  2.05  New  Mentmore  Abbey  Shares   and
approximately  49.09 pence in cash for every Birkby Share.  This  compares
with  a basic entitlement of 1.7228 New Mentmore Abbey Shares and 92 pence
in cash for every 1 Birkby Share.

Elections  for cash under the Mix and Match Election will be satisfied  in
full.  Birkby Shareholders electing for cash will therefore be entitled to
a  total  consideration of 316.82 pence in cash for every Birkby Share  in
respect of which they made the election.

The  extent to which Mix and Match Elections are met may differ  from  the
levels indicated above if valid acceptances which include elections  under
the Mix and Match Election are validly withdrawn.


Terms  defined  in the Offer Document dated 3 August 1999  have  the  same
meanings when used herein unless the context requires otherwise.

Enquiries

Mentmore Abbey                   Nick Smith         0171 720 5067
                                 Chairman


Singer & Friedlander Limited     Greg Aldridge      0171 523 5000
                                 Director


Singer  &  Friedlander Limited, which is regulated  by  The  Security  and
Futures  Authority Limited, is acting for Mentmore Abbey and  for  no  one
else  in  connection with the Offer and will not be responsible to  anyone
other  than  Mentmore  Abbey  for providing the  protections  afforded  to
customers of Singer & Friedlander Limited or for giving advice in relation
to the Offer.

The  Offer,  including  the Mix and Match Election,  is  not  being  made,
directly  or  indirectly, in or into, or by use of the mails,  or  by  any
means   or   instrumentality  (including,  without  limitation,  facsimile
transmission, telex or telephone) of interstate or foreign commerce, or of
any  facility  of  a national securities exchange, of the  United  States,
Canada,  Australia or Japan and cannot be accepted by any such use,  means
or  instrumentality or facility or from within the United States,  Canada,
Australia  or  Japan.   Accordingly, copies of this announcement  are  not
being  and must not be mailed or otherwise distributed or sent in or  into
the  United States, Canada, Australia or Japan.  This announcement is  not
an  offer of securities for sale in the United States and the New Mentmore
Abbey  Shares have not been, and will not be registered under  the  United
States Securities Act of 1933, as amended, nor under the laws of any state
of the United States, and the relevant clearances have not and will not be
obtained  from  the  relevant authorities in Canada, Australia  or  Japan.
Accordingly,  New  Mentmore Abbey Shares may  not  be  offered,  sold,  or
delivered,  directly  or indirectly, in or into such jurisdictions  except
pursuant to exceptions from applicable requirements of such jurisdictions.

This  announcement has been approved for the purpose of section 57 of  the
Financial Services Act 1986 by Singer & Friedlander Limited.