Capital Reorganisation

Marshalls PLC
17 May 2004


17 May 2004

MARSHALLS PLC

PROPOSED RETURN OF £75 MILLION TO SHAREHOLDERS BY WAY OF A CAPITAL
REORGANISATION

Marshalls plc announces that it is posting today a circular (the 'Circular') to
its shareholders ('Shareholders') in connection with the return of approximately
£75 million to them by way of redeemable B shares (the 'Return of £75 million'),
the terms of which were announced on 7 May 2004.

The Return of £75 million will be achieved through the introduction of a new
listed holding company, Marshalls Group plc, by way of a court approved scheme
of arrangement (the 'Scheme') and a subsequent reduction of capital. Upon the
Scheme becoming effective, Marshalls Group will be re-named 'Marshalls plc'.

The Return of £75 million is conditional, inter alia, on obtaining Shareholder
approval at the Court Meeting and Extraordinary General Meeting convened for 10
June 2004, and the subsequent approval of the High Court. It is expected that
the effective date for the Scheme will be 8 July 2004 and that Shareholders
choosing to have their B Shares redeemed immediately on 16 July 2004 will be
sent monies due by 21 July 2004.

Application has been made for 141,754,883 ordinary shares of Marshalls Group to
be admitted to the Official List and to trading on the London Stock Exchange in
relation to the capital reorganisation. Subject to shareholder and High Court
approval, it is expected that Marshalls' existing ordinary shares will cease to
be traded on the London Stock Exchange at the close of business on 7 July 2004
and that Marshalls Group's ordinary shares will be admitted to the Official List
and commence trading on the London Stock Exchange at 8.00 a.m. on 8 July 2004.

Copies of the Circular and the Listing Particulars relating to Marshalls Group
plc have been submitted to the UK Listing Authority and will be available
shortly for inspection at the UK Listing Authority's Document Viewing Facility
situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
(Tel: [phone])

Enquiries:
Ian Burrell, Company Secretary, Marshalls plc - tel: [phone]

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