Proposed Disposal of Green Street Property

Victoria PLC
23 November 1999


Victoria P.L.C. - Proposed Disposal of Green Street Property

The  Board is pleased to announce that it expects to  post  to
shareholders   today  a  circular  (the  'Circular')   seeking
shareholder approval to the proposed disposal (the 'Disposal')
of the Company's Green Street Property (the 'Property').

Introduction

The  Board announced on 23 December 1998 that the Company  had
entered  into  a  conditional agreement for the  sale  of  its
freehold  property in Green Street, Kidderminster to  Morbaine
Limited.   The  aggregate  consideration  receivable  is  £3.0
million.   Of  this, £25,000 was paid in cash on  30  December
1998,  £150,000 in cash is due on the Property sale  agreement
becoming  unconditional, and £2,825,000  in  cash  is  due  on
completion.

A  further  announcement was made by the Board on  28  October
1999  that  outline planning consent had been granted  by  the
local authority, thus satisfying a major pre-condition of  the
Disposal.  Certain  other  conditions  still  remain   to   be
satisfied before the Disposal can be completed, including  the
requirement for shareholder approval of the Disposal.   As the
Board  is  communicating its interim results  to  shareholders
today, it is taking this opportunity to seek this approval now
even  though certain conditions remain to be satisfied. It  is
not  currently  possible, however, to give a  firm  completion
date.

The  Circular will provide the background to and  reasons  for
the  Disposal  and  explain  why the  Directors  consider  the
Disposal to be in the best interests of Victoria.

Background to and reasons for the Disposal

The   Group's  operations  at  Kidderminster  are  at  present
conducted  from three separate sites in the town.   The  Green
Street Property was the earliest to be acquired by the Company
in  1910 and comprises a complex of buildings fronting on  the
east  side of Green Street, which are now unsuitable  for  the
Group's modern manufacturing methods.  The site is adjacent to
Kidderminster  Town Centre and situated within the  ring  road
known  as The Ringway.  Over a number of years, nearly all  of
the  manufacturing process and warehousing have been moved  to
our   other  major  site  on  the  Worcester  Road,  where   a
substantial building programme has been carried out to match a
significant investment in modern plant.  The latest  phase  of
building at the Worcester Road site is due to be completed  by
the  end of 1999 and will allow the Group to vacate the  Green
Street  Property  completely.  The Green Street  premises  are
therefore surplus to the Group's requirements.

In 1994 the Company was approached by Morbaine Limited, a firm
of  developers  who  had drawn up plans  for  a  comprehensive
retail redevelopment of a large area of land fronting on Green
Street,  of  which the Property forms part.  Morbaine  Limited
was granted an option by the Company which would entitle them,
within  a time limited period, and if their planning proposals
were approved by the authorities, to purchase the Property  at
a  price  of  £2.51  million.   Planning  permission  was  not
obtained and the option lapsed in July 1998.

A  firm of chartered surveyors was instructed to re-market the
Property  and  approaches to a number of potential  purchasers
were  made.   From the offers received, Morbaine was  selected
and  a conditional contract was signed on 23 December 1998  to
sell the Property to Morbaine for £3.0 million.

The  Directors consider that the value of the Property to  the
Group justifies the sale price of £3.0 million.

Financial effects of the Disposal

The  Property  was included in the Group's accounts  as  at  3
April 1999 at a value of £0.75 million.  This valuation was on
the  basis  of the open market value taking into account  only
the existing planning consent.  The £3.0 million valuation  of
the  Property contained in the Circular reflects, among  other
things,  the  obtaining  of planning permission  for  non-food
retail  use.   If  the Disposal is completed, the  surplus  of
£2.25  million (before taxation, if any, and costs arising  on
the  Disposal) will be credited to the profit and loss account
in  the  financial period in which it is completed.  The  cash
balances  of  the  Group  will be increased  by  £3.0  million
(before  costs) and the Group's fixed assets will decrease  by
£0.75 million.  The completion of the Disposal will result  in
a  significant reduction in gearing and the Directors  believe
it  will  enhance earnings and assets per share.  The increase
in  earnings  will  be attributable to a combination  of  cost
savings  resulting  from the Disposal and a  reduced  interest
charge.

Unaudited pro forma information on the net assets of the Group
following  the  Disposal  is  given  in  the  Circular.    The
statement  shows that the Group's pro forma gearing  following
the  Disposal is 6.1 per cent.  Pro forma net assets  increase
by  £2.17  million  to  £19.66 million  as  a  result  of  the
Disposal.

It  is  the Directors' current intention that, subject to  the
remaining conditions to the Property Agreement being satisfied
and  the Disposal being completed, a special dividend will  be
declared  of  15p  per share, amounting to a  distribution  of
£1.03  million in total.  The remainder of the proceeds raised
from the Disposal will be applied initially to reduce debt and
then  to  provide  resources  for investment  in  the  Group's
business.

Extraordinary General Meeting

The  Directors are recommending shareholders to vote in favour
of a resolution to approve the Disposal which will be proposed
at  an  extraordinary  general meeting of  the  Company  on  9
December 1999 at 2pm.


Enquiries:

Alan R Bullock                  Mark Lee
Group Managing Director         Group Finance Director
Victoria P.L.C.                 Victoria P.L.C.
Tel: [phone]               Tel: [phone]
                                
John Folliott Vaughan           Fiona Tooley
Director of Corporate Finance   Director
Albert E Sharp Securities       Citigate Dewe Rogerson Ltd.
Tel: [phone]              Tel: [phone]