Disposal

Mentmore PLC
09 July 2003


EMBARGOED UNTIL 7.00am, 9 July 2003

                                                                     9 July 2003


(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)

                           Mentmore plc ('Mentmore')


      Proposed Disposal of the Serviced Space Division ('SBS') and Capital
                                 Reorganisation


                                   HIGHLIGHTS

•   Mentmore has conditionally agreed to sell its Serviced Business Space
    division to Ashtenne Holdings plc for £189.0 million less Debt.

•   In line with its strategy stated in December 2002, the Disposal will leave
    Mentmore focused on its personal storage and records management operations,
    two valuable businesses with good prospects for long-term growth.

•   The net cash proceeds of the Disposal will be used to reduce debt and
    support growth of the personal storage and records management businesses.

•   Mentmore announces a Capital Reorganisation to eliminate a deficit on
    distributable reserves which arises as a consequence of the disposal
    enabling the Group to resume dividend payments and return cash to
    shareholders when appropriate.



Commenting on the Disposal and the Capital Reorganisation, Martin Nye, Chief
Executive of Mentmore, said:


'I am delighted to be able to announce the successful disposal of Serviced
Business Space division today. We have undertaken a comprehensive sale process
and the transaction announced today optimises value for Mentmore shareholders.
After the disposal, we will have two strong businesses with a leading market
position in the growing UK personal storage market, and in Iron Mountain Europe,
a European leader in Records Management.


'We will improve the operational performance of personal storage, taking
advantage of attractive growth opportunities and continue to support the
successful growth of IME, while ensuring that the value of our shareholding is
fully recognised. Once approved, the capital reorganisation will enable us to
implement our intention of resuming dividend payments and returning cash to
shareholders when appropriate.'


An analyst presentation on Mentmore's disposal of SBS and the preliminary
results for the year ended 30 April 2003 will be held at 9:00 a.m. on 9 July at
the offices of Buchanan Communications Limited, 107 Cheapside, London EC2V 6DN.


This summary should be read in conjunction with the full text of the following
announcement.



Press enquiries:

 Mentmore plc
 Nick Smith, Chairman                                    020 8946 3159
 Martin Nye, Chief Executive
 Clive Drysdale, Finance Director

 Bridgewell Limited
 Greg Aldridge                                           020 7003 3102

 ABN AMRO Corporate Finance Limited
 Phillip Rose                                            020 7678 8000
 Manny Chohhan

 Hoare Govett Limited
 Alexander Garton                                        020 7678 8000

 Buchanan Communications
 Charles Ryland                                          020 7466 5000
 Catherine Miles


Bridgewell Limited, which is regulated in the United Kingdom by The Financial
Services Authority, is acting for Mentmore and no one else in connection with
the Disposal and will not be responsible to anyone other than Mentmore for
providing protections afforded to clients of Bridgewell Limited or for providing
advice in relation to the Disposal.


ABN AMRO Corporate Finance Limited, which is regulated in the United Kingdom by
The Financial Services Authority, is acting for Mentmore and no one else in
connection with the Disposal and will not be responsible to anyone other than
Mentmore for providing protections afforded to clients of ABN AMRO Corporate
Finance Limited or for providing advice in relation to the Disposal.


                                                                     9 July 2003


(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)


Proposed Disposal of Mentmore's SBS division and Capital Reorganisation

 1.  Introduction

     Following the announcement on 3 December 2002 that the Group planned to
     focus on its personal storage and records management operations, your Board
     is pleased to announce that it has conditionally agreed to sell its SBS
     division to Ashtenne Holdings plc for £189.0 million less Debt. Proceeds
     from the Disposal will be used to reduce Group borrowings, enabling it to
     support growth within the Group's personal storage and records management
     divisions, whilst affording the Group the flexibility to optimise its
     capital structure in due course.

     Your Board also today announces the Group's results for the year ended 30
     April 2003.

     There is a provision for impairment and exceptional costs arising on the
     Disposal of £61.7 million as a result of the impairment of goodwill arising
     on the acquisition of Birkby plc in 1999. The Company had a deficit on its
     distributable reserves of £28.5 million at 30 April 2003. Your Board
     therefore today also announces a Capital Reorganisation, which, subject to
     the approval of Shareholders and confirmation by the High Court, will
     eliminate this deficit, enabling dividend payments to be made and a return
     of capital to Shareholders when appropriate. The Capital Reorganisation
     will be put to Shareholders at the AGM, which will take place on 20 August
     2003.

     In view of its size relative to the market valuation of Mentmore, the
     Disposal is conditional, inter alia, on approval by Shareholders. A notice
     convening an Extraordinary General Meeting to seek Shareholder approval for
     the Disposal will be sent to Shareholders today. The Disposal is also
     conditional on approval by the shareholders of Ashtenne.

 2.  Background to and reasons for the Disposal

     On 3 December 2002, Mentmore announced that it intended to dispose of SBS
     following a full review of the Group's strategic options. This review noted
     that, notwithstanding significant investment in SBS over a number of years,
     returns would not meet those originally anticipated. The review concluded
     that the Group should focus on its personal storage and records management
     operations; these offer stronger market positions and higher future returns
     than SBS. The Board therefore decided to take advantage of beneficial
     market conditions for industrial properties of the type comprising SBS by
     disposing of the division. A comprehensive sale process has been conducted
     and the Directors believe that the transaction announced today optimises
     value for Shareholders.

 3.  Information on the Continuing Group

     The Continuing Group will comprise spaces personal storage, a strong brand
     with a leading market position in the growing UK personal storage market
     and Iron Mountain Europe ('IME'), a European leader in records
     management.

     In personal storage, the Group has 46 centres in the UK and 7 centres in
     Paris providing self-managed storage units for over 16,000 customers. It is
     one of the leading providers of personal storage space in Europe. The
     personal storage division accounted in aggregate for revenues of £26.0
     million and operating profit before goodwill amortisation and exceptional
     items of £8.0 million in the year ended 30 April 2003 and had operational
     net assets of £119.9 million as at 30 April 2003.

     Records management is conducted through IME, a joint venture in which
     Mentmore owns 49.9%. The joint venture partner is Iron Mountain
     Incorporated, the world's leading records management company. IME operates
     in the UK and a number of countries in continental Europe and is one of the
     largest providers of records management services in Europe. The Group's
     share of the operating profit before goodwill amortisation and exceptional
     items of IME in the year ended 30 April 2003 was £5.6 million.

     The following table shows the performance of the two divisions of the
     Continuing Group since 2000.


Year to 30 April           2000           2001           2002           2003
                             £m             £m             £m             £m
________________________________________________________________________________
Personal storage
Turnover                   10.6           16.3           20.9           26.0
Operating profit            5.1            7.2            7.6            8.0

Records Management
Operating profit            2.4            2.0            3.5            5.6
________________________________________________________________________________

     Notes

     Operating profit figures are stated before goodwill amortisation and
     exceptional items

     Records management figures are Mentmore's shares of the operating profit
     from its 49.9 per cent. holding in the joint venture


     The Group today reported turnover of £82.1 million and total operating
     profit before goodwill and exceptional items of £31.1 million, of which 68%
     and 56% respectively were represented by SBS. The Disposal will
     substantially reduce the size of the Group's operations but the directors
     believe that it should lead to a faster growing business. In addition, the
     reduction of debt made possible through the use of the proceeds of the
     Disposal will reduce the Group's interest charges and gearing.

 4.  Information on the Disposal

     The SBS division comprises Birkby and In Shops and each of their respective
     subsidiaries provides industrial, office and retail accommodation to a wide
     range of business customers, but is primarily focused on serving the needs
     of small and medium sized enterprises.

     Birkby comprises the Imex and Argo business units and provides industrial
     space, workshops, offices and ancillary services to approximately 3,500
     customers. The combined Imex and Argo portfolio comprises 167 properties,
     mostly in Scotland, the North of England and the Midlands, with an
     aggregate area of approximately 6.7 million square feet. Argo is a
     sub-division of the above portfolio comprising 16 sites, offering manned
     office and light industrial space on a nationwide basis with a greater
     provision of services.

     In Shops manages 58 sites, primarily indoor markets. Sites range from
     15,000 to 40,000 square feet in size resulting in a total portfolio size of
     approximately 1.4 million square feet.

     The SBS division accounted in aggregate for revenues in the year ended 30
     April 2003 of £56.1 million (2002: £53.6 million) and operating profit
     before goodwill amortisation and exceptional items of £17.5 million (2002:
     £18.2 million) and had total operational net assets of £197.0 million as at
     30 April 2003 (2002: £248.7 million). The financial information contained
     within the accountants' report has been adjusted for the allocation of head
     office costs and certain properties which are to be retained by the Group.
     The assets that are the subject of the Disposal accounted for revenues in
     the year ended 30 April 2003 of £53.8 million (2002: 52.6 million) and
     operating profit before amortisation of goodwill and exceptional items of
     £17.3 million (2002: £16.2 million) and had total net assets of £168.5
     million as at 30 April 2003 (2002: £155.0 million).

 5.  Information on the Purchaser

     Ashtenne is a property investment, development and management business. It
     is listed on the London Stock Exchange with a market capitalisation of
     approximately £190 million. As at 31 December 2002, Ashtenne owned or held
     in partnerships properties with a value of approximately £580 million.
     Ashtenne's property portfolio comprises predominantly industrial estates
     but also includes substantial holdings of land, residential, office and
     retail property.

     Ashtenne's business strategy is divided into two areas. The first is
     industrial property fund management and partnerships which aims to provide
     Ashtenne with cashflow from its share of net rental income, management fees
     and performance fees. Ashtenne's remaining capital is invested directly in
     properties, typically mixed use, which are more complex acquisitions and
     opportunistic property investments.





  6.  Principal terms and conditions of the Disposal

      The Disposal is conditional upon the approval of shareholders of both
      Mentmore and Ashtenne. In addition, it has been agreed that if either
      company does not obtain approval from its own shareholders it will pay the
      other party a cash contribution of £2 million towards costs.

      The consideration is £189.0 million less Debt which is estimated at £6.5
      million. Immediately upon Completion, the consideration (other than the
      Additional Consideration) is payable, with the exception of £0.5 million
      of the estimated Debt. This £0.5 million will become payable on agreement
      between Mentmore and Ashtenne of a Completion Statement, such statement to
      be agreed within thirty days of Completion.

      The Additional Consideration will be payable when the property at
      Brunswick Park, Sefton Street, Liverpool ('the Brunswick Property'),
      currently owned by Imex, is sold after exchange of the Disposal Agreement.
      The Additional Consideration will be a sum equal to the sale price of the
      Brunswick Property, less the costs of sale. The Brunswick Property
      currently has a book value of £1.8 million, which is the amount included
      in the gross consideration of £189.0 million. It is anticipated that its
      value on a sale will be in excess of that amount. The consideration of
      £189.0 million includes the Additional Consideration.

  7.  Financial effects of the Disposal

      After allowing for estimated transaction expenses of £6.1 million, the
      Company will receive net cash proceeds from the Disposal of approximately
      £176.4 million. The book value of the net assets of SBS which are the
      subject of the Disposal was £168.5 million as at 30 April 2003 but this
      figure excludes goodwill of £64.2 million arising from the acquisition of
      Birkby in 1999.

      The Disposal is expected to result in a loss before taxation to the Group
      of approximately £61.7 million. The Disposal will also result in a loss to
      the Company and this results in a deficit in the Company's distributable
      reserves of £28.5 million as at 30 April 2003. The Company will not be
      able to pay dividends while this deficit persists. Measures to address
      this are set out below.

  8.  Use of Proceeds

      The net cash proceeds of the Disposal will immediately be used to reduce
      the Company's debt.

      In addition, amended banking arrangements have been negotiated for the
      Continuing Group which will support the general working capital
      requirements and growth within the Continuing Group. This may involve
      proceeds being used to fund organic growth and if the Directors consider
      such investments appropriate, acquisitions within the personal storage and
      records management sectors.

      Your Board intends to optimise the Group's capital structure, including an
      intention to return cash to Shareholders when appropriate.

  9.  Capital Reorganisation and authority to purchase own shares

      As a result of the loss on the Disposal referred to above, there is a
      deficit in the Company's distributable reserves of £28.5 million as at 30
      April 2003. The Company will have no distributable reserves available to
      it unless and until the steps outlined below are taken to eliminate the
      accumulated deficit on its profit and loss reserves.

      As at 30 April 2003, the amount credited to the Company's share premium
      account stood at £130.4 million. The Companies Act 1985 imposes
      limitations on the use of a Company's capital reserves (including its
      share premium account) which prevent them from being distributed to
      shareholders. The Company may however, with the approval of its
      Shareholders in general meeting and the confirmation of the High Court,
      reduce its share premium account, use the reserve so created to eliminate
      the accumulated deficit on the profit and loss account in its balance
      sheet and create a distributable reserve.

      The Company proposes to seek the approval of Shareholders and the
      confirmation of the High Court to reduce its share premium account by £100
      million. The distributable reserve thereby created will be used by the
      Company to eliminate the deficit on its profit and loss account of £28.5
      million and will also leave the Company with net distributable reserves of
      £71.5 million. These distributable reserves will allow the Company to
      resume paying dividends if the Capital Reorganisation is approved by
      Shareholders and by the High Court. It would be the Board's intention to
      resume dividend payments and to pay a one-off special interim dividend of
      0.89 pence per share in lieu of this year's final dividend as soon as is
      reasonably practicable after the requisite approvals for the Capital
      Reorganisation are obtained. This special dividend, taken together with
      the interim dividend of 0.425 pence per share paid in April, represents an
      increase of 5% on the total dividend paid last year.

      In seeking the High Court's confirmation, the Company will be required to
      give such undertakings as the High Court may require for the protection of
      the Company's creditors. These undertakings may include the depositing of
      monies in a blocked account or the giving of guarantees in relation to any
      creditors that do not consent to the proposed reduction of the Company's
      share premium account.

      At its 2003 Annual General Meeting, the Company also intends to seek
      authority from Shareholders for the authority to purchase up to 10.0% of
      its own ordinary Shares, for subsequent cancellation. The Directors will
      only use this authority if, in the light of market conditions prevailing
      at the time, they believe that the effect of any purchase would be to
      enhance earnings per share and be in the interests of Shareholders as a
      whole.

 10.  Current Trading and Prospects of the Continuing Group

      All of our businesses have made an encouraging start to the new financial
      year and are trading in line with our plans. Investments in management and
      processes are being made but we are not anticipating a return on this
      investment until later in the financial year. The directors are confident
      of the long-term prospects and outlook for the Continuing Group in the
      current financial year and are encouraged by the prospects of the markets
      served by our two continuing operations.

      As previously announced, IME is participating in the sale process of the
      records management business of Hays plc.





 11.  Strategy of the Continuing Group

      With the completion of the sale of SBS, Mentmore is focused on two
      valuable businesses with good growth prospects for long term growth. The
      Directors believe that they have a clear strategy for the Continuing
      Group, the highlights of which are as follows:

      •  to improve the operational performance of personal storage before
         further investments are made to take advantage of the attractive growth    
         opportunities;
      •  to continue to support the successful growth of IME whilst ensuring
         that the value of the Group's 49.9% shareholding in IME is fully
         recognised;
      •  to optimise the Group's capital structure, including an intention to   
         return cash to Shareholders when appropriate;
      •  to resume the payment of dividends as soon as possible, including
         making a special one-off interim dividend in lieu of the 2003 final
         dividend; and
      •  to review the Group's cost structure further when the level of
         corporate activity diminishes to ensure we have the appropriate 
         overheads for the restructured group.

      With this framework in place, the Board is confident that the Continuing
      Group can develop the business to deliver value for Shareholders.

 12.  Extraordinary General Meeting

      The Disposal will require approval by Shareholders. This will be sought at
      an Extraordinary General Meeting of the Company, which will be held at 
      10:00 a.m. on 31 July 2003.

 13.  Annual General Meeting

      The Capital Reorganisation and the authority to purchase shares for
      cancellation as set out in paragraph 9 above, will also require approval
      by Shareholders, which will be sought at the Annual General Meeting. Other
      resolutions of a routine nature will also be put to the AGM, including the
      receiving and adoption of the directors' report and audited financial
      statements, the re-appointment of RSM Robson Rhodes LLP as auditors and
      the re-appointment of certain of the Directors who retire by rotation.

      The Directors will also seek authority under Section 80 of the Companies
      Act 1985 to allot shares up to an aggregate nominal value of £910,542,
      being five per cent. of the issued share capital of Mentmore as at 8 July
      2003 in the event that they consider it appropriate to do so. The
      authority will be in substitution for all previous authorities which
      accordingly will be revoked. The authority sought will expire at the
      conclusion of the next annual general meeting.

      The Directors will also seek authority from Shareholders to allot shares
      for cash otherwise than on a pre-emptive basis. The Directors recommend
      that pre-emption rights should not apply to an issue for cash of shares of
      an aggregate nominal value of up to £910,542, which is equivalent to 5 per
      cent. of Mentmore's issued share capital as at 8 July 2003. The authority
      sought shall expire on the conclusion of the next annual general meeting
      or within 15 months of the date of passing this resolution, whichever
      shall be earlier.

      The AGM will be held at 11:00 a.m. on 20 August 2003.

 14.  Recommendation

      The Board, which has been so advised by Bridgewell and ABN AMRO, considers
      the Disposal and the Capital Reorganisation to be in the best interests of
      the Company and its Shareholders as a whole. In providing advice to the
      Directors, Bridgewell and ABN AMRO have taken into account the Directors'
      commercial assessments of the Disposal.

      Accordingly, the Directors unanimously recommend Shareholders to vote in
      favour of the Resolution to be proposed at the Extraordinary General
      Meeting and to vote in favour of the resolutions to be proposed at the
      Annual General Meeting. The Directors intend to vote in favour of the
      Resolutions in respect of their own beneficial interests amounting in
      aggregate to 1,492,259 Shares, representing approximately 0.82 per cent.
      of the Shares currently in issue.

                                    - ENDS -


                                  DEFINITIONS


The following definitions apply within this announcement unless the context
otherwise requires:

'ABN AMRO'        ABN AMRO Corporate Finance Limited

'Additional       Such sum as may be payable as additional consideration for the
Consideration'    SBS division in accordance with the Disposal Agreement in
                  respect of the sale of a property at Brunswick Park, Sefton
                  Street, Liverpool

'Annual General   the annual general meeting of Mentmore, notice of which is set
Meeting' or       out at the end of this document, or any adjournment thereof
'AGM'

'Argo'            Argo Group Limited

'Ashtenne'        Ashtenne Holdings plc

'Birkby'          Birkby Limited

'Board' or        the board of directors of Mentmore
'Directors'

'Bridgewell'      Bridgewell Limited

'Capital          the proposed transfer by the Company of £100,000,000 from the
Reorganisation'   Company's share premium account to a newly created
                  distributable reserve

'Completion'      Completion of the Disposal pursuant to the Disposal
                  Agreement

'Completion       Statement of debt of the SBS division at Completion
Statement'

'Continuing       Mentmore and its subsidiary and joint venture undertakings
Group'            following the Disposal

'Debt'            in respect of the SBS division, the aggregate amount of all
                  bank loans and overdrafts and any amounts due from the SBS
                  division to the Continuing Group, the agreed sum of £400,000
                  in respect of corporation tax for the period from 1 May 2003
                  to Completion and the agreed sum of £4,400,000 in respect of
                  customer deposits, less the aggregate of all cash at bank and
                  any amounts due from the Continuing Group to the SBS
                  division

'Disposal'        the proposed disposal of the SBS division in accordance with
                  the terms of the Disposal Agreement

'Disposal         the conditional agreement dated 8 July 2003 between Mentmore
Agreement'        (1), Zipmodes (2) and Ashtenne (3) relating to the Disposal

'Extraordinary    the Extraordinary General Meeting of Mentmore or any
General Meeting'  adjournment thereof
or 'EGM'

'Imex'            Imex Spaces Limited

'In Shops'        In Shops Limited

'Mentmore' or     Mentmore plc and/or its subsidiary undertakings and joint
'Company'         venture undertakings, as the context may require

'Mentmore Group'  Mentmore and its subsidiary undertakings
or 'Group'

'Resolution'      The ordinary resolution to approve the Disposal
'SBS' or 'SBS     the serviced business space operations of Mentmore comprising
division'         the businesses of Birkby, In Shops and each of their
                  respective subsidiaries

'Shares' or       Ordinary shares of 10p each in the share capital of Mentmore
'Mentmore
Shares'

'Shareholder' or  a holder of Shares
'Shareholders'

'UK' or 'United   the United Kingdom of Great Britain and Northern Ireland
Kingdom'

'US' or 'United   the United States of America, its territories and possessions,
States'           any state of the United States of America and the District of
                  Columbia

'Zipmodes' or     Zipmodes Limited, a subsidiary of Ashtenne
'Purchaser'



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