Structured Sale and Leaseback

Marks & Spencer PLC
31 October 2001


31 October, 2001


                 Marks & Spencer Structured Sale & Leaseback


           MARKS & SPENCER RAISES £348 MILLION FROM UK REAL ESTATE

The Board of Marks and Spencer p.l.c. announces the completion today of the
sale, with the benefit of a structured leaseback to Marks & Spencer, of 78
stores for a cash consideration of £348 million. The purchaser is Topland
Group Holdings Limited, a privately-owned real estate investment group which
owns the London-based Topland Group of Companies.

The Transaction

Marks & Spencer has agreed to sell a portfolio of 78 freehold and long
leasehold stores across the UK, subject to a structured leaseback. The
properties in the portfolio occupy prominent, prime locations in their
respective towns and cities. Marks & Spencer currently occupies all the
properties for the purpose of their retail trading operations. Highlights of
the transaction include:

  * Price
    A cash consideration of £348 million.

  * Lease
    The initial term of the leases expires in March 2027. The initial rent
    payable by


    Marks & Spencer is approximately £24.6 million per year, subject to fixed
    annual increases equivalent to 1.5-1.95%, depending on the exercise of the
    vacation options outlined below.

  * Flexibility
    Topland Group and Marks & Spencer have agreed on a partnership approach
    for the occupation and management of the portfolio. In order to retain the
    required retail flexibility, Marks & Spencer has the option to vacate,
    without penalty, up to approximately one-third of the portfolio on a
    defined basis during the initial term of the leases. It also has the right
    to renew any of the leases for up to a further 40 years. In addition,
    Marks & Spencer and Topland Group will work together to identify property
    opportunities, sharing in any benefits created.

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

'The quality of this portfolio and the unique partnership opportunity has
attracted a high level of interest from a broad range of potential investors,
and we are delighted to be entering into this partnership with Topland Group.
Their expertise will enable us to extract further value from our estate whilst
providing the occupational flexibility needed to support our revitalised
trading plans.

Future property transactions will include securitisation and the sale of
further non-operational properties.'

Morgan Stanley acted as transaction adviser and Healey & Baker acted as
property adviser.


                              Graham Oakley

                              Company Secretary


For more information, please contact:

Marks & Spencer, Corporate Press Team: 020 7268 1919