Proposed Issue of Debt

Dignity PLC
03 February 2006



For Immediate Release                                           3 February 2006

                                  Dignity plc

                           ('Dignity' or 'the Group')

            Proposed Issue of Further Notes and £80m Return of Value


Dignity plc, Britain's largest single provider of funeral-related services,
announces that its subsidiary, Dignity Finance plc (a subsidiary of Dignity
(2002) Ltd, the holding company of the securitised sub-group of Dignity plc)
intends to issue Further Notes under its existing whole business securitisation.

Dignity Finance plc has issued a Preliminary Offering Circular relating to the
issue of £42.5 million Class A Fixed Rate Notes due 2023 and £32.5 million Class
B Fixed Rate Notes due 2031. The proceeds of the issue are expected to be
approximately £85 million net of expenses and fees. It is envisaged that the
fund raising, arranged through lead manager and sole bookrunner to the
transaction, The Royal Bank of Scotland plc, will be completed in the week
commencing 20th February 2006.

Dignity plc intends to return approximately £80 million (£1 per share) to
shareholders by way of the issue and redemption of B shares. Under the terms of
the existing Notes the transfer of funds from the Dignity (2002) Ltd securitised
sub-group cannot be made until August 2006. It is planned that an Extraordinary
General Meeting will be convened immediately following the Annual General
Meeting on 8th June 2006 to approve the necessary changes to the authorised
share capital and the Articles of Association to allow the B shares to be issued
and redeemed. In order to aid comparability of the financial record it is
planned that a share consolidation will accompany the return of value. A
circular containing full details of the proposals, including a detailed
timetable, will be sent to shareholders in due course.

Given this intended substantial return of value the directors do not propose to
pay a final dividend for 2005, which would otherwise have been payable in June
2006 but expect to resume dividend payments with the 2006 interim dividend
payable in October 2006.

Upon completion of the fund raising Dignity currently intends to pay
approximately £10 million into its final salary pension schemes thereby largely
eliminating their deficits under FRS17.

Commenting on the issue of the Further Notes and the proposed return of value,
Peter Hindley, CEO said:

'Dignity is a business that produces a strong and stable cash flow, which has
increased significantly since the original securitisation in 2003. This growth
allows the Group to sustain and service a higher level of gearing. As a
consequence of this and current attractive long term interest rates the
directors have decided to issue Further Notes, raising approximately £85 million
net of expenses and fees. This will increase the annual interest expense by
approximately £5 million per annum. It is our intention, subject to shareholder
approval, to return the vast majority of the funds raised (£80 million or £1 per
share) to our shareholders. We will use the remaining amount, together with some
existing cash resources to largely eliminate the Group's FRS17 pension deficit.
The Directors believe that the return of value is consistent with maximising
total shareholder returns through an efficient balance sheet, which nevertheless
leaves sufficient flexibility to continue to grow the business.

I am pleased to report that the Group has continued to make further progress and
is trading in line with expectations.'

Dignity will announce Preliminary results for the 52-week period ended 30th
December 2005 on Tuesday 21st March 2006.



For further information please contact:

Dignity plc                                      0121 354 1557
Peter Hindley, Chief Executive
Mike McCollum, Finance Director

Buchanan Communications                          0207 466 5000
Richard Oldworth/Suzanne Brocks




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