Capital Reorganisation

Marshalls PLC
05 July 2004

5 July 2004

MARSHALLS PLC

PROPOSED RETURN OF £75 MILLION - OUTCOME OF COURT HEARING TO SANCTION THE SCHEME
OF ARRANGEMENT

Marshalls plc ('Marshalls') is pleased to announce that at a hearing today, the
High Court sanctioned the proposed scheme of arrangement under section 425 of
the Companies Act 1985 (the 'Scheme') between Marshalls and its shareholders
involving the creation of a new holding company.

Under the terms of the Scheme, Marshalls' shareholders will receive 11 ordinary
shares and 13 redeemable B shares in the new holding company for every 13
existing Marshalls ordinary shares which they hold at 5.00 p.m. on 7 July 2004.

Application has therefore been made for 141,766,577 new ordinary shares of 150
pence each in the new holding company to be admitted to the Official List and to
trading on the London Stock Exchange. In addition, application has been made for
the block listings of 1,373,115 shares in relation to the Marshalls plc Savings
Related Share Option Scheme and 135,000 shares in relation to the Marshalls plc
Executive Share Option Scheme.

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
the ordinary shares in the new holding company will be admitted to the Official
List and commence trading on the London Stock Exchange at 8.00 a.m. on 8 July
2004.

The proposed return of approximately £75 million by way of redeemable B shares
(the 'Return of £75 million') remains conditional upon the sanctioning by the
High Court of the reduction of capital of the new holding company (the
'Reduction of Capital'), which is expected to take place on 13 July 2004.
Subject to such sanction, the Reduction of Capital is expected to become
effective on 15 July 2004. In this event, shareholders choosing to have their B
shares redeemed immediately on 16 July 2004 will be sent monies due by 21 July
2004.

Further announcements will be made in due course.

Enquiries:

Ian Burrell, Company Secretary, Marshalls plc Tel: [phone]

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