Statement re Legal Action

DCC PLC
24 January 2002

                               

               STOCK EXCHANGE ANNOUNCEMENT


                                           24 January 2002


         FYFFES ACTION UTTERLY WITHOUT MERIT SAYS DCC


DCC  plc  has  been informed by Fyffes plc that it  is  taking
steps  to initiate legal proceedings under Part V of the Irish
Companies  Act,  1990  against  DCC,  its  subsidiaries  S&L
Investments  and  Lotus  Green, and  its  Chief  Executive  in
connection  with  the  sale  by Lotus  Green  of  87%  of  its
shareholding  in Fyffes in February 2000. Part V  of  the  Act
creates a civil liability for a party, who deals in shares  on
the  basis  of materially price sensitive insider information; 
DCC understands that the amount of this liability equates  to
the  difference between the market price of the shares at  the
time  of sale and the amount which would have been the  market
price if the alleged price sensitive information was known  to
the market at that time.

The  Board  of DCC plc views with incredulity this  action  by
Fyffes.  It will be vigorously and comprehensively challenged.
The  Board has decided to issue a comprehensive Stock Exchange
Announcement on the matter in order to express its clear  view
to the market that the action by Fyffes is wholly unjustified,
totally inconsistent and utterly without merit.


Total Inconsistency of Fyffes Position

The  actions of Fyffes plc and certain of its officers at  the
time of the share sale by Lotus Green clearly demonstrate that
Fyffes  and  its directors then believed they had  no  adverse
price  sensitive information about Fyffes. Two years  on,  the
board of Fyffes has totally changed its position.

1.On  25 January 2000 on the recommendation of the Executive
  Deputy Chairman of Fyffes, Mr Carl McCann, Fyffes granted  a
  substantial number of share options to executives of the Group
  (share dealing under Part V of the Companies Act, 1990).
  On 25 January 2000 Mr Philip Halpenny, Company Secretary and
  Investor Relations Manager of Fyffes, accepted the grant  of
  options over 50,000 Fyffes shares (share dealing under  Part
  V of the Companies Act, 1990).
  On 26 January 2000 Mr John Ellis, then an executive director
  of Fyffes, sold 45,000 shares in Fyffes (share dealing under
  Part  V  of the Companies Act, 1990 which, under the Listing
  Rules of the Stock Exchange, would have required the written
  approval  of  the  Fyffes  Executive  Chairman  or   another
  designated director).
  
2.In  its  Executive Chairman's Statement dated  31  January
  2000 in the Fyffes 1999 Annual Report, Fyffes issued an upbeat
  assessment  of its prospects for the year 2000  as  follows:
  'Your  Board believes that, from this position of  strength,
  2000 will be another year of further growth for Fyffes'.

3.Immediately  following  the  sale  by  Lotus  Green  on  3
  February  2000  of  50% of its shareholding  in  Fyffes,  the
  Executive  Chairman of Fyffes, Mr Neil McCann, and its  Chief
  Executive, Mr David McCann, actively encouraged the  sale  of
  the balance of the shareholding and subsequently on 4 February
  2000  Mr  Neil McCann wrote to DCC stating that 'it would  be
  helpful  if the remainder of the shares are disposed  of,  so
  that  they  will  not be overhanging the market'.  If  Fyffes
  believed  that it was inappropriate for Lotus Green  to  sell
  shares  in  Fyffes at that time, they should have  sought  to
  discourage rather than encourage share sales.

4.Executive directors and other senior executives  of  Fyffes
  made  extensive investor presentations to institutions,  both
  immediately before and after the first sale by Lotus Green of
  shares  in Fyffes on 3 February 2000, which were a key factor
  in causing the unprecedented demand for Fyffes shares at that
  time.  In  the  investor presentations after 3 February  2000
  there would have been a particular duty of care on Fyffes  to
  inform  the  market  if  it had any adverse  price  sensitive
  information  regarding Fyffes, given that Fyffes  itself  was
  encouraging  a  significant sale of over 5% of Fyffes  shares
  (the  balance  of  the Lotus Green shareholding  in  Fyffes).
  Furthermore, when making the presentations, Fyffes  executive
  directors  would  have  been aware  of  any  allegedly  price
  sensitive  information. Indeed as executives they would  have
  had complete and up to date information on Fyffes.

These  actions are totally inconsistent with Fyffes new  found
view  that  all of its board possessed information that  would
have  had a material adverse impact on the Fyffes share  price
at  the  time  of the Lotus Green share sale.  If  Fyffes  had
really  believed  at that time that it was  in  possession  of
price  sensitive information, it would be difficult  to  avoid
the conclusion that it had knowingly misled the market.


Sale of Fyffes Shares Undertaken with Absolute Propriety

The  Board of DCC plc believes that neither DCC nor any of its
officers has any case to answer in the proposed litigation  by
Fyffes alleging insider dealing.

Arising from DCC's evolution from a venture capital company to
an  industrial group it had been the strategy of  Lotus  Green
for  a  number of years to realise its investment  in  Fyffes.
Unsolicited  approaches from stockbrokers in  late  January  /
early February 2000 allowed that strategy to be implemented.

The  Board of DCC plc is completely satisfied that none of its
officers  was in possession of price sensitive information  on
Fyffes in February 2000, when Lotus Green accepted offers from
the market for 87% of its shareholding in Fyffes, and believes
that the sales were undertaken with absolute propriety.

Furthermore,  Lotus  Green is a wholly  owned  Dutch  resident
subsidiary  of DCC, which since 1995 has exercised  management
and  control over the DCC Group's shareholding in  Fyffes.  At
the  time  of the Fyffes share disposal this company had  four
directors, of which three were independent non-executive Dutch
directors.  No  member  of  the  Lotus  Green  board  had  any
connection with Fyffes plc nor was any member in possession of
any  unpublished information on Fyffes plc. The board of Lotus
Green  made  a wholly independent judgment in its decision  to
accept  offers  made to it in February 2000  for  87%  of  its
shareholding  in Fyffes and no other person or company  caused
or procured Lotus Green to effect such disposals.

The   Board  of  DCC  plc  believes  that  unforeseen   events
subsequent to the Lotus Green sale of Fyffes shares caused the
decline in the Fyffes share price including:-


1.The  failure  of  Fyffes'  much heralded  worldoffruit.com
  venture.

  On 31 January 2000 in his Executive Chairman's Statement, Mr
  Neil  McCann  confidently stated  that 'worldoffruit.com ....
  looks  set  to  dramatically change the way in  which  fresh
  fruit  and vegetables are traded across the globe.   We  can
  expect  to  see  significant developments  in  this  company
  throughout the coming year.'
  
2.The dramatic collapse from March 2000 onwards in the share
  prices  of  companies like Fyffes with high profile  dot.com
  activities.

  Undoubtedly the main driver of the Fyffes share price in the
  early  months  of 2000 was the euphoria and enthusiasm  that
  existed   within   Fyffes   and  within   the   market   for
  worldoffruit.com as a major business opportunity for Fyffes.
  At  the time Fyffes had become a dot.com momentum stock  for
  which  the  perceived  upside from 'new economy'  activities
  completely  outweighed  short  term  'old  economy'  trading
  considerations.
  
3.The  poor  performance in 2000 of the Fyffes and  Capespan
  joint venture, Capespan Europe.

  On 31 January 2000 in his Executive Chairman's Statement, Mr
  Neil  McCann confidently described the Capespan alliance  as
  'an industry changing event'.
  
4.The  absence of consolidation in the produce  industry  in
  which Fyffes was expected to be a significant beneficiary due
  to its strong financial position.

  Such  consolidation  had  been the subject  of  considerable
  market and media speculation in early 2000.
  
5.The difficult banana market, which was anticipated in  the
  early  part of Fyffes' financial period to 31 December 2000,
  did not improve as the financial period progressed, contrary
  to expectations.

  Through  its  preliminary  results  announcement  dated   14
  December 1999, Fyffes brought to the attention of the market
  the  negative  impact of a weak Euro on the cost  of  banana
  purchases  and cautioned on the need for Fyffes,  in  common
  with  several  other  companies in the industry,  to  reduce
  banana supplies into Europe.  The Fyffes preliminary results
  announcement dated 14 December 1999 stated 'in line with the
  publicly stated intentions of several other companies in the
  industry, Fyffes will be reducing its overall banana  import
  volumes  in  Europe by 10% for calendar 2000 the benefit  of
  which will be weighted towards the second half of the year'.
  
6.The  profit warnings issued by Fyffes on 20 March  and  19
  June 2000.

  Neither the DCC Group nor any of its officers had any  prior
  knowledge of these profit warnings.

The  Board  of  DCC  plc  reiterates  that  it  is  completely
satisfied that none of its officers was in possession of price
sensitive  information on Fyffes in February 2000  when  Lotus
Green  accepted  offers  from  the  market  for  87%  of   its
shareholding  in  Fyffes  and believes  that  the  sales  were
undertaken with absolute propriety.


For reference:

Jim Milton, Murray Consultants
Tel. + 353  1 663 3310
     + 353 86 255 8400
Tom Byrne, Murray Consultants
Tel. + 353  1 663 3316
     + 353 86 810 4224

Conor Costigan, Investor Relations Manager, DCC
Tel. + 353  1 279 9400
Email: [e-mail]
For further information on DCC : www.dcc.ie


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