Buy-Back Authority, etc

SAFELAND PLC
26 July 1999

AUTHORITY TO MAKE MARKET PURCHASES OF SHARES AND APPROVAL
OF  THE  WAIVER  GRANTED BY THE PANEL  ON  TAKEOVERS  AND
MERGERS ('the Panel')

In   common  with  a  number  of  other  listed  property
companies,  Safeland's  shares continue  to  trade  at  a
discount  to  their  underlying  net  asset  value.   The
Directors  already have limited authority to make  market
purchases by virtue of the authority which was  given  to
the Company at the extraordinary general meeting held  on
18 November 1998.

The  Directors consider that it would be in the interests
of  all  shareholders  for the  Company  to  be  able  to
purchase  up  to 14.9 per cent of its own shares  in  the
market, which should improve attributable net asset value
per share.  Approval at the Annual General Meeting is now
being sought from shareholders for that authority and  to
avoid  the  Directors  and persons  connected  with  them
and/or  Messrs  R Lipman, L G Lipman, S  R  Lipman,  E  A
Lipman  ('the  Lipman Directors') and  Safeland  Holdings
Corporation  (together 'the Lipman Concert Party')  being
required to make a general offer for the Company's shares
under  Rule  9 of the City Code on Takeovers and  Mergers
(the  'Code') as a result of the implementation  of  that
authority.

Buy-Back Authority
The  Board  obtained authority from shareholders  at  the
extraordinary general meeting held on 18 November 1998 to
purchase  up to 5,028,054 ordinary shares of the  Company
in   the   market  of  which  5,025,000  ordinary  shares
(representing 14.89 per cent of the Company's shares then
in  issue)  were  purchased.  The Board  is  now  seeking
general authority for the Company to have the ability  to
purchase up to a further 4,308,049 ordinary shares in the
market  (representing 14.9 per cent of the  issued  share
capital of the Company now in issue).  The terms  of  the
authority will provide that the Company will be  required
to pay not less than 5p for each share (being the nominal
value of the Company's shares) nor more than 105 per cent
of  the  average middle market price for  the  five  days
immediately preceding such purchase.

The Directors will only exercise the power to make market
purchases of the Company's shares if they believe that it
is  in  the best interests of the shareholders generally.
In  exercising this authority, the Directors will neither
be  encouraging nor recommending shareholders to  buy  or
sell shares in the Company nor in any way suggesting that
it is an appropriate time to deal in such shares.

Furthermore,  the  power will only be  exercised  if  the
Directors  are satisfied that the Company has  sufficient
financial  resources  to  enable  it  to  carry  out  the
intended purchases.  Purchases would be made out  of  the
Company's retained reserves and accordingly the  purchase
and cancellation of shares will result in a reduction  of
the Company's retained reserves which might otherwise  be
available  for  distribution  to  shareholders   of   the
Company.  As at 31 March 1999 those reserves amounted  to
£9,950,000.   The  Board  does  not  foresee   that   the
exercise, either partially or fully, of the authority  to
buy  back  shares will restrict to any practical  extent,
its future ability to recommend dividends.

Rule 9 of the Code
Under  Rule 9 of the Code, any person or group of persons
acting  in concert who acquires shares which, when  taken
together with shares already held, carry 30 per  cent  or
more of the voting rights of a company, or who holds  not
less  than 30 per cent but not more than 50 per  cent  of
the   voting  rights  of  a  company  and  acquires   any
additional shares carrying voting rights of that  company
is normally required by the Panel to make a general offer
to  all shareholders of that company.  Under Rule 37.1 of
the  Code, when a company redeems or purchases  it's  own
voting shares, a resulting increase in the percentage  of
voting  rights carried by shareholdings of the  directors
and  persons acting in concert with them will be  treated
as an acquisition for the purpose of Rule 9.

The  Directors  and persons connected  with  them  (which
includes Safeland Holdings Corporation) beneficially hold
a  total  of  12,997,355 ordinary shares in  the  Company
representing  45.25 per cent of the current issued  share
capital.   The  Lipman  Directors and  Safeland  Holdings
Corporation,  who the Panel have deemed to be  acting  in
concert, beneficially hold a total of 12,821,637 ordinary
shares in the Company representing 44.64 per cent of  the
current issued share capital.  The Lipman Directors  have
equal beneficial interests in the entire share capital of
Safeland Holdings Corporation.  Accordingly, any increase
in the aggregate percentage shareholding of such persons,
whether as a result of the purchase of shares by any such
person  or as a result of the implementation of the  buy-
back  authority would, prima facie, have  the  effect  of
triggering Rule 9.

The  Panel  has, however, agreed to waive the requirement
for  the Directors and persons connected with them and/or
the   members   of   the  Lipman  Concert   Party,   both
individually and collectively, to make a general offer to
all   shareholders  in  circumstances  where,   following
purchases  by  the  Company in  the  market  of  ordinary
shares, the aggregate percentage holding of the Directors
and/or  the members of the Lipman Concert Party increases
provided  this  is  approved by  a  vote  of  independent
shareholders of the Company on a poll in general meeting.

If the Company was to repurchase (and thereby cancel) the
full  amount  of  ordinary shares for  which  it  is  now
seeking   authority,  namely,  4,308,049   shares,   then
assuming no further change in the issued share capital of
the  Company  and  no  change in the number  of  ordinary
shares  held by the Directors and persons connected  with
them,  the  voting rights attributable  to  the  ordinary
shares  held by the Directors and persons connected  with
them would increase from 45.25 per cent to 53.24 per cent
and the voting rights attributable to the ordinary shares
held  by  the  Lipman Concert Party would  increase  from
44.64 per cent to 52.52 per cent.

Controlling shareholding
Shareholders should be aware that, as stated  above,  the
aggregate  holdings  of  both the Directors  and  persons
connected with them and the members of the Lipman Concert
Party,   following   implementation   of   the   buy-back
authority, could exceed 50 per cent of the voting  rights
in  the  Company.  In the circumstance both the Directors
and  members  of the Lipman Concert Party would  then  be
entitled  to  purchase  shares  in  the  Company  without
incurring any further obligation under Rule 9 of the Code
to   make  a  general  offer,  provided  no  such  person
individually  comes to hold 30 per cent or  more  of  the
issued share capital of the Company.

Annual General Meeting
An  Annual  General  Meeting  of  the  Company  has  been
convened for 11.00am on 24 August 1999 at 144 Great North
Way, Hendon, London NW4 1EG.

At  the  meeting the following resolutions,  inter  alia,
will be proposed:

-a  special resolution seeking general authority for  the
Company  to purchase up to 4,308,049 ordinary  shares  in
the capital of the Company in the market; and

-an  ordinary  resolution to approve the  waiver  by  the
Panel  of any Rule 9 obligation which may otherwise arise
on  the  Directors and/or members of the  Lipman  Concert
Party, both individually or collectively, as a result  of
any  increase in their aggregate holding of voting rights
as  a  result  of  the  implementation  of  the  buy-back
authority referred to above.

As  the  Directors and Safeland Holdings Corporation  are
interested  in  the  outcome of the ordinary  resolution,
they  have  undertaken that they will not  vote  on  that
resolution.  The ordinary resolution will be taken  on  a
poll.

A  circular  containing a recommendation and  independent
advice   to  shareholders  to  vote  in  favour  of   the
resolutions and further information will today be  posted
to  shareholders together with the 1999 Annual  Report  &
Accounts.