Disposal etc

Usher (Frank) Holdings PLC
13 October 2000

         Frank Usher Holdings plc - Disposal etc
                             
                             
                             
Frank Usher Holdings plc Disposal of Frank Usher Operating
Companies to Goldstart Limited for £6.9 million ('the
Disposal') and proposed change of name to Avingtrans PLC

Frank  Usher Holdings plc ('Frank Usher' or the 'Company')
announces  the  proposed disposal of Frank Usher  Limited,
Frank  Usher  (Canada) Limited and GMB  Contracts  Limited
(the  'Frank  Usher  Operating  Companies')  to  Goldstart
Limited ('Goldstart') for an aggregate of £6.9 million.

The aggregate consideration comprises £6.9 million payable
on  completion, which is to be satisfied by the settlement
by   the   Frank  Usher  Operating  Companies   of   their
indebtedness  to  the  Company of £3.13  million  and  the
payment of an extraordinary dividend of £3.77 million.

However, on completion, the Company will repay the sum  of
£1.25  million  outstanding  on  the  inter-company   loan
account to Frank Usher Limited.

Goldstart  Limited  is  a company  established  by  former
directors  of the Company and financed by venture  capital
funds.

Following  completion,  the  Company  will  comprise  cash
amounting  to  approximately £5  million.   The  Directors
intend   to  enhance  shareholder  value  by  seeking   an
appropriate acquisition in due course.

Owing  to its size and the involvement of former Directors
of the Company, the Disposal is conditional on shareholder
approval.

Commenting on the Disposal, Jeremy Hamer, Chairman, said:

'We  wish  the management well with their new venture  and
look  forward  to the future for Frank Usher.  With  Stock
Market  sentiment not favouring smaller companies  in  our
sector,  I  believe that this Disposal and the  subsequent
acquisition  of  a business operating in a faster  growing
sector is the best means of creating shareholder value.'

 Disposal of the Frank Usher Operating Companies change of
                  name to Avingtrans PLC


1.   Introduction

The  Frank  Usher Operating Companies are to  be  sold  to
Goldstart Limited for an aggregate  of  £6.9 million ('the
Disposal'),  which  is  to  be  satisfied  by   the   cash
settlement by the Frank Usher Operating Companies of their
indebtedness  to  the  Company of £3.13  million  and  the
payment  of  an  extraordinary dividend of  £3.77  million
This  aggregate  consideration includes the  sale  of  the
property from which the Group currently trades.

However, on completion, the Company will repay the sum  of
£1.25  million  outstanding  on  the  inter-company   loan
account to Frank Usher Limited.

As  the Company will have no further involvement with  the
Frank  Usher Operating Companies the Independent Directors
believe  it appropriate to change the name of the Company.
Consequently,  a  special  resolution  will  be   put   to
shareholders   changing  the  name  of  the   company   to
Avingtrans PLC.  Avingtrans was the original name  of  the
Company prior to March 1986.

The  Disposal is conditional on shareholder approval owing
to  its  size  and the involvement of the members  of  the
management team, who, until yesterday, were also directors
Frank Usher Holdings PLC.


2.   Background

The  Frank Usher Operating Companies are involved  in  the
design,  manufacture and marketing of ladies  evening  and
special  occasion  wear,  and it  is  these,  Frank  Usher
Holdings'  only  trading  businesses,  together  with  the
Property, which are the subject of the Disposal.

Over recent years, and in common with other smaller listed
fashion and retail companies, the Group has experienced  a
lack  of  investor  interest,  which  has  resulted  in  a
declining  share  price.   In  addition,  the  competitive
environment in which the Group operates has resulted in  a
declining operating and financial performance.   This  has
manifested itself in a reduction of 29% in turnover  since
1998,  and a resulting decline in profit before  tax  from
£2.17  million  to  £0.35  million.   The  Directors  have
concluded that it is in the best interests of Shareholders
to  dispose of the existing trading business.  The Company
has,  therefore, conditionally agreed to  sell  the  Frank
Usher  Operating Companies for an aggregate  consideration
of £6.9 million.

The  decision to sell the Frank Usher Operating  Companies
reflects the Independent Directors' belief that prevailing
trading conditions and a poor appetite for fashion  shares
have  been,  and are likely to continue to be, detrimental
to shareholder value.

Following  the  Disposal, the Company will  not  have  any
trading  business  but will retain the cash  consideration
after   payment  of  the  expenses  associated  with   the
Disposal.   These funds will, in due course,  be  used  to
fund  future acquisitions that are deemed to be beneficial
to the Company, and in the interests of Shareholders.


3.   Voting

Those  Directors,  and  former  Directors,  who  have   an
interest  in,  or  are  connected  with  Goldstart,   have
undertaken that they will abstain from voting at  the  EGM
in  respect of 1,218,501 shares representing 19.3% of  the
issued  share  capital  and have undertaken  to  take  all
reasonable steps to ensue that their respective associates
will also abstain from voting.

Certain  institutional  and other shareholders,  including
Directors  who  are eligible to vote, have  undertaken  to
vote in favour of the resolutions in respect of a total of
1,501,294  shares representing 23.7% of the  issued  share
capital (and 29% of the share capital able to vote at  the
EGM).


4.   Financial effects of the Disposal

In  the  year  to  31 May 2000, Frank Usher  Limited  made
profits  before tax of £493,000 and as at 31 May 2000  had
net  assets  of £4,486,000. In the year to  31  May  2000,
Frank Usher (Canada) Limited had a loss of £47,000 and  as
at  31  May  2000  had  net liabilities  of  £58,000.  GMB
Contracts Limited did not trade in the three years  to  31
May  2000  and  as at 31 May 2000 had net  liabilities  of
£91,000.

The  effect  of the Disposal will be to leave Frank  Usher
Holdings PLC as a company without a trading business.  The
Directors  estimate that at Completion, after taking  into
account  the  costs  of  the Disposal,  the  Company  will
comprise assets in cash of approximately £5 million.   The
proceeds  of  the  Disposal will initially  be  placed  on
deposit. The Company plans to seek an acquisition  in  due
course, which will be subject to shareholder approval,  in
order  to  enhance shareholder value.  Stephen  Bruh  will
remain  as the only executive director and, in conjunction
with  the  non-executive directors, will be  charged  with
this responsibility.


5.   Extraordinary General Meeting

An  EGM  will be held at the offices on Nabarro Nathanson,
Lacon  House, Theobald's Road, London, WC1X 8RW at 11.15am
on  9  November 2000.  At the EGM, an ordinary  resolution
will  be  proposed to approve the Disposal and  a  special
resolution  will  be proposed to change the  name  of  the
Company  to  Avingtrans  plc.  The special  resolution  is
conditional on the passing of the ordinary resolution.

The Independent Directors believe that the Disposal is  in
the   best   interests  of  Shareholders   as   a   whole.
Accordingly, they recommend Shareholders to vote in favour
of  the  Resolution to be proposed at  the  EGM,  as  they
intend  to  respect  of their own beneficial  shareholding
(subject  to  the  voting  restrictions  described  above)
amounting to 489,794 Ordinary Shares (representing 7.7 per
cent. of the Ordinary Shares).

Enquiries:

Frank Usher Holdings PLC
Jeremy Hamer                            Tel: [phone]


Bridgewell Corporate Finance Limited
Greg Aldridge                           Tel: [phone]
Paul Shackleton