Securitisation of UK Property

Marks & Spencer PLC
3 December 2001


                               3 December 2001

               Marks & Spencer Securitisation of UK Properties

           MARKS & SPENCER RAISES £331 MILLION FROM UK REAL ESTATE

Marks and Spencer p.l.c. announces the launch of a £331m bond offering at an
annual interest rate equivalent to 6.32%, securitising the rental income from
a portfolio of its retail properties. The issue is expected to close on 12
December 2001.

The Transaction

The transaction provides non-recourse asset-backed finance secured on
occupational leases that allow Marks & Spencer to retain significant retail
flexibility, including the right to substitute properties, sub-let and make
alterations to existing footage.

Marks & Spencer has the right to release any property from the security
through substitution or the repayment of the bonds at predetermined amounts.

The Properties

Marks & Spencer has selected a portfolio of 59 properties, the majority of
which are in prime locations in high street and regional centres across the
UK. The portfolio on which the bonds are initially secured comprises 45
properties with an aggregate value(1) of £350.5m. The remaining 14 properties,
with an aggregate value(1) of £71.5m, are pre-approved substitutes subject to
satisfying certain tests. Other properties may also be substituted subject to
additional tests.



Robert Colvill, Executive Director, commenting on the transaction, said:

'Following the recent structured sale and leaseback, this transaction releases
further significant value from our assets, and allows us to retain the upside
from the real estate equity interest in these key trading locations.'

Morgan Stanley is the sole lead manager for the issue.

                                     Ends

For more information, please contact:

Louis Hill / Sue Sadler Marks & Spencer corporate press office   020 7268 1919

Jeff Denton, Marks & Spencer corporate finance                   020 7268 8878

Tim Drayson, Morgan Stanley                                      020 7677 7046



Notes

 1. Existing use value has been calculated by DTZ Debenham Tie Leung in
    accordance with relevant Practice Statements contained within the
    Appraisal and Valuation Manual, Third Edition, Amendment 14 issued by the
    Royal Institution of Chartered Surveyors, namely that the stores can only
    be used for their existing use, either in their existing layout or
    sub-divided (whichever has the greater value), and assuming vacant
    possession of all parts occupied by Marks & Spencer. These valuations are
    in draft final form pending their inclusion in a valuation report that
    will form part of the Offering Circular for this transation.

 2. £331m of bonds (with an equivalent loan to value ratio of 94.4%) will be
    issued by Amethyst Finance plc, a newly established special purpose
    vehicle, the proceeds of which will be used to purchase the properties
    from Marks & Spencer.

    The transaction is structured to include a leaseback to Marks & Spencer of
    properties for a 25 year term, with an initial rent at circa 15% below
    market value and rental increases of 0.5% per annum. The initial annual
    rent has been set at £23.5m.
 
 3. The bonds will be issued in three tranches, £60m Class A1 Floating Rate
    Notes due 2015, £131m Class A2 Floating Rate Notes due 2026 and £140m
    Class B Fixed Rate Bonds due 2026. The Class A1 and Class A2 Notes will
    fully amortise from rental cashflows and are expected to be rated 'A' by
    both Standard and Poor's Rating Services and Fitch Ratings Limited. The
    Class B Bonds will be repaid by a bullet payment in 2026 and will not be
    rated.

The following Marks & Spencer stores are the Core Portfolio.

Aberdeen         Crawley       Inverness       Northampton Stockport
Accrington       Doncaster     Ipswich         Perth       Stratford upon Avon
Bromley          East Kilbride Leamington Spa  Reading     Sutton Coldfield
Bury St Edmunds  Eastbourne    Leeds-Moortown  Richmond    Taunton
Carlisle         Falkirk       Leicester       Salisbury   Telford
Chelmsford       Harborne      Lincoln         Sheffield   Tunbridge Wells
Cheltenham       Harrogate     Llandudno       Slough      Winchester
Chichester       Hereford      Middlesbrough   Southend    Windsor
Colchester       Hull          Newbury         Southport   York

The following Marks & Spencer stores are the pre-approved substitute
properties.

Ballymena Foyleside  Hemel Hempstead Preston            Welwyn Garden City
Derby     Gloucester Maidstone       Stevenage          Worcester
Durham    Hackney    Newport         Stoke-on-Trent