Compulsory Acqn of Shares

Johnson,Matthey PLC
9 August 2001

                                                                             
Not  for release, distribution or publication in whole or in part in or  into
the USA, Canada, Australia or Japan
                                                                             
                                                                             
                   Johnson Matthey plc ('Johnson Matthey')
             Recommended cash offer for Meconic plc ('Meconic')
                                      
            Compulsory Acquisition of Outstanding Meconic Shares


As  previously announced on 25 July 2001, Johnson Matthey has either acquired
or  received  valid acceptances with regard to the Offer in respect  of  more
than  90  per  cent.  of  the  Meconic Shares to  which  the  Offer  relates.
Accordingly,  Johnson  Matthey is today posting  formal  notices  to  Meconic
Shareholders  who  have not yet validly accepted the  Offer  to  inform  such
Meconic  Shareholders that it intends to exercise its rights compulsorily  to
acquire  their Meconic Shares under the provisions of sections 428 - 430F  of
the Companies Act 1985.

In the meantime, the Offer remains open for acceptance until further notice.

Terms  defined in the Offer Document dated 3 July 2001 have the same meanings
when used herein unless the context requires otherwise.


Enquiries

Johnson Matthey plc
John Sheldrick                                            020 7269 8438
David Morgan                                              020 7269 8405

Schroder Salomon Smith Barney                             020 7986 4000
(financial adviser to Johnson Matthey)
James Steel
Jan Skarbek

Credit Suisse First Boston de Zoete & Bevan Limited       020 7888 8888
(brokers to Johnson Matthey)
Chris Chambers
Chris Sim

Gavin Anderson & Company                                  020 7457 2345
(PR Advisers)
Howard Lee
Laura Hickman

Salomon  Brothers International Limited (trading as 'Schroder  Salomon  Smith
Barney')  and  Credit Suisse First Boston de Zoete & Bevan Limited  ('CSFB'),
which  are  regulated  in  the United Kingdom by The Securities  and  Futures
Authority Limited, are acting exclusively for Johnson Matthey and no one else
in connection with the Offer and will not be responsible to anyone other than
Johnson  Matthey for providing the protections afforded to its customers  nor
for  providing advice in relation to the Offer.  Salomon Smith  Barney  is  a
service  mark  of  Salomon  Smith Barney Inc.  Schroder  is  a  trademark  of
Schroders  Holdings  plc  and  is  used under  licence  by  Salomon  Brothers
International Limited.

This  announcement does not constitute an offer or an invitation to  purchase
any securities.

The  Offer is not being made, directly or indirectly, in or into, or  by  the
use  of  the mails of, or by any means or instrumentality (including, without
limitation,  telephonically  or  electronically)  of  interstate  or  foreign
commerce  of,  or  any facilities of a national securities exchange  of,  the
United  States, or in or into Canada, Australia or Japan and the Offer should
not  be accepted by any such use, means, instrumentality or facility or  from
within the United States, Canada, Australia or Japan.

The  Loan  Notes to be issued pursuant to the Loan Note Alternative have  not
been,  and will not be, registered under the United States Securities Act  of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction  of the United States, nor have clearances been, nor  will  they
be,  obtained  from  the securities commission or similar  authority  of  any
province  or territory of Canada and nor has a prospectus been,  or  will  be
filed,  or  registration made, under any securities law of  any  province  or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor  will one be, lodged with or registered by the Australian Securities  and
Investments Commission nor have any steps been taken, nor will any  steps  be
taken,  to  enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan.  Accordingly, unless an exemption under such Act or
securities laws is available, Loan Notes may not be offered, sold, re-sold or
delivered,  directly  or  indirectly, in, into or  from  the  United  States,
Canada,  Australia or Japan or any other jurisdiction in which  an  offer  of
Loan  Notes  would  constitute  a  violation  of  relevant  laws  or  require
registration thereof, or to or for the account or benefit of any US person or
resident of Canada, Australia or Japan or any other such jurisdiction.


Salomon  Brothers  International Limited (trading as Schroder  Salomon  Smith
Barney)  is  regulated  in the United Kingdom by the Securities  and  Futures
Authority  Limited.  Salomon Smith Barney is a service mark of Salomon  Smith
Barney  Inc.  Schroders is a trademark of Schroders Holdings PLC and is  used
under licence.