Proposed Disposal

Porvair PLC
13 November 2003



EMBARGOED UNTIL 7.30AM                                         13 November 2003



                            PORVAIR plc ('Porvair')

             PROPOSED DISPOSAL OF CERTAIN ASSETS AND LIABILITIES OF

                         PORVAIR INTERNATIONAL LIMITED

                                      AND

                            PORVAIR CERAMICS LIMITED



Porvair, the materials science group, today announces the proposed disposal of
certain assets and liabilities of Porvair International and Porvair Ceramics.



HIGHLIGHTS

Proposed Disposal

•                Proposed disposal of Porvair International and Porvair Ceramics
to the Management Team for a maximum aggregate consideration of £4.75 million
subject to certain adjustments

•                Disposal is consistent with previously announced strategy,
originally set out in 2000 Annual Report, and follows announcement of strategic
review for parts of the Group outside specialist filtration in June 2003's
Interim statement

•                Cash proceeds from disposal will be applied to reduce the
Group's indebtedness

Continuing Group

•                Disposal allows Group's capital and management resource to be
fully focused on pursuing exciting market opportunities in the Continuing Group

•                Porvair Filtration Group and Porvair Sciences both having good
years in 2003. Selee recovering encouragingly from a difficult 2002

•                Good progress made in new materials technology with significant
volumes of 'first generation' bi-polar plates manufactured and shipped in 2003

Outlook

•                The Board is optimistic for the prospects of the Continuing
Group, as a focused specialist filtration business with expertise in a range of
niche filtration markets and new materials technologies



Ben Stocks, Chief Executive, said:

'We are delighted to have delivered on our stated strategy and disposed of our
non-core businesses.  The continuing businesses are trading well and the Board
is optimistic about the prospects for the Group.  Our well-positioned, cash
generative specialist filtration businesses and new materials technologies offer
an appropriately balanced portfolio to address exciting market opportunities.'



Contacts:

Ben Stocks, Chief Executive
Mark Moran, Group Finance Director
Porvair plc                                        01553 761 111

David Armfield
PricewaterhouseCoopers LLP                         0121 265 5000

Charles Ryland
Catherine Miles
Buchanan Communications                            0207 466 5000



This announcement summarises the information contained in the circular to
Shareholders which will be posted as soon as practicable and should be read in
conjunction with the circular to Shareholders.  All defined terms contained
within this announcement have the same meaning as set out in the circular to
Shareholders.

PricewaterhouseCoopers is authorised and regulated by the Financial Services
Authority for designated investment business.  PricewaterhouseCoopers is acting
exclusively for Porvair and for no one else in relation to the Disposals and
will not be responsible to anyone other than Porvair for providing the
protections afforded to clients of PricewaterhouseCoopers or for giving advice
in relation to the Disposals or any other matter referred to in this
announcement.


13 November 2003

Porvair plc

Proposed disposal of certain assets and liabilities of Porvair International
Limited and Porvair Ceramics Limited

1.           Introduction

             The directors of Porvair are pleased to announce that Porvair has
entered into conditional agreements to sell the respective business, assets and
liabilities (other than certain excluded assets and liabilities) of Porvair
International and Porvair Ceramics to Legislator 1654 and Legislator 1653,
respectively, for a maximum aggregate consideration of £4.75 million subject to
certain adjustments set out in paragraph 4 below.

             Legislator 1652 is a newly incorporated company established by the
Management Team, being Alistair Tait and Mark Littlewood, for the purpose of
making the acquisitions.  The shareholders of Legislator 1652 are the Management
Team. Legislator 1654 and Legislator 1653 are wholly owned subsidiaries of
Legislator 1652.

             In view of the size of the Disposals relative to the Company and
because the Management Team are related parties in accordance with the Listing
Rules, the Disposals are conditional upon the consent of Shareholders. This
consent is to be sought at the EGM of the Company. Notice of the EGM will be
contained within the circular to Shareholders which will be posted as soon as
practicable.

            Completion of the Disposals is expected to take place immediately
following the EGM.

2.          Background to and reasons for the Disposals

            Porvair has been following a consistent strategy that was originally
set out in the 2000 Annual Report.  As outlined then, and in subsequent reports
to Shareholders, the Board's primary objective has been to build a base upon
which Porvair can generate consistently strong earnings growth by:

-           investing in new materials technologies that the Board
believes have the potential to transform the financial performance of the Group;
and

-           strengthening the Group's core businesses through acquisitions
and operational efficiency improvements.

            The Group has made significant progress in achieving these
objectives.  It has built and commissioned new manufacturing facilities notably
in Selee and the Porvair Filtration Group ('PFG'); has made strategic
acquisitions to strengthen Selee and PFG; and has significantly increased
research and development investment in support of new materials technologies.

            Progress with the new materials has been very encouraging. Bi-polar
plate product development and planning for manufacturing scale-up is well
advanced. In addition to manufacturing and shipping significant volumes of '
first generation' plates in 2003, the Group has achieved positive test results
for its 'second generation' plates which, if successful, should open the way to
low cost manufacturing, and so establish Porvair as a competitive bi-polar plate
specialist in the fuel cell market. This is in line with Porvair's strategy to
build a position in cost effective bi-polar plates for fuel cells.

            Alongside bi-polar plate development, the development of the
Group's porous metal materials continues to advance. Initial small scale
commercial applications have been running well throughout 2003, and component
testing for a range of larger commercial applications continues promisingly. In
general these applications, including electrical conductors, emission control
devices and compact heat exchangers, are unrelated to fuel cell markets, giving
the Group a balance to its development potential.

             In my interim statement of 25 June 2003 I said that, in view of the
progress being made with the new materials and the investment required to
continue this, the Board would consider options in relation to those parts of
the Group outside of specialist filtration markets, namely Porvair International
and Porvair Ceramics.

             In considering its options, the Board notes that:

-           Both Porvair International and Porvair Ceramics have
encountered increasingly difficult trading conditions over recent years and
since the last audited accounts and consequently have absorbed both cash and
management resource.  In addition, Porvair International, which has the oldest
factory in the Group, is expected to have significant capital expenditure
requirements over the next three or four years.

-           The investment in fuel cell and porous metal materials will
need the management's full attention if the exciting market opportunities that
these materials address are to be realised. The Board concluded that the Group's
capital and management resource should be refocused to pursue these very
interesting opportunities.

             As a result, the Board embarked on a competitive process to dispose
of the business, assets and liabilities of Porvair International and Porvair
Ceramics and is delighted to have successfully completed this process by
entering into the Disposal Agreements.

3.          Information on Porvair International and Porvair Ceramics

Porvair International manufactures microporous and hydrophilic materials for use
in a variety of applications.  Permair leather, a dry leather finishing system,
significantly improves the physical properties of split leather.  Porelle is a
range of high performance, waterproof, breathable membranes for outdoor
clothing.  For the year ended 30 November 2002 Porvair International made an
operating loss before interest and tax of £0.9 million on turnover of £16.6
million.  As at 30 November 2002, Porvair International had net liabilities of
approximately £0.5 million.

Porvair Ceramics develops, manufactures and supplies pressure cast systems and
moulds to the manufacturers of ceramic sanitaryware and tableware. For the year
ended 30 November 2002 Porvair Ceramics made an operating  profit before
interest and tax of £0.3 million on turnover of £3.9 million. As at 30 November
2002, Porvair Ceramics had net assets of approximately £0.7 million.

4.          Principal terms of the Disposals

Pursuant to the Disposal Agreements, Porvair International and Porvair Ceramics
will sell their business, assets and liabilities (other than certain excluded
assets and liabilities) to Legislator 1654 and Legislator 1653, respectively,
for a maximum aggregate consideration of £4.75 million, subject to a
post-completion adjustment in respect of the value of book debts and trade
creditors.  The Board expects there to be a downward adjustment, of up to
£350,000, as a result of this mechanism.

The aggregate consideration comprises £3.0 million to be paid at Completion,
£1.0 million deferred consideration payable in three tranches on the first,
second and third anniversaries of Completion and up to £0.75 million contingent
and payable upon the collection of a specific debt to be transferred under the
Porvair Ceramics Agreement.

The assets to be sold pursuant to the Porvair International Disposal Agreement
include Porvair's freehold property at Estuary Road, King's Lynn, currently
Porvair's headquarters.  Pursuant to a licence agreement between Legislator 1654
and Porvair, Legislator 1654 has agreed to allow Porvair to remain in occupation
of their current premises rent free for a period of six months following
Completion and to provide alternative rent free accommodation at the Estuary
Road site for a further period of six months. The Company expects to relocate to
new headquarters within this period.

Among the assets excluded from the sale are Porvair International's 25 per cent.
shareholding in Sympatex and ownership of the Porvair name. Porvair will retain
Permair Leathers Limited, its small Canadian subsidiary, and intends to effect
an orderly closure of this business over the next twelve months.

Under the terms of a Trade Mark Licence between Porvair and Legislator 1654,
conditionally on Completion, Porvair has agreed to grant Legislator 1654 a
licence to use the Porvair name in the manner currently used by Porvair
International and Porvair Ceramics for a period of up to two years post
Completion.

The share capital of Porvair Shanghai is excluded from the Disposals.  Porvair
Shanghai is a sales representation office mainly for Porvair International
products. Porvair International has agreed to continue to operate Porvair
Shanghai, in accordance with the instructions, and at the cost of Legislator
1654 for a period of up to six months following Completion. Legislator 1652
intends to incorporate a new subsidiary in China. It is expected that, subject
to such subsidiary receiving a trading licence, the business and assets of
Porvair Shanghai will be transferred to such new subsidiary on terms to be
agreed.

Porvair International and Porvair Ceramics have given Legislator 1654 and
Legislator 1653 (respectively) certain customary warranties and indemnities in
connection with the Disposals and certain related ancillary documents.

Completion of the Porvair International Disposal Agreement is conditional upon
the Resolution being passed at the EGM. Completion of the Porvair Ceramics
Disposal Agreement is conditional only upon completion of the Porvair
International Disposal Agreement.

Porvair International has agreed to pay Legislator 1654's reasonable costs and
expenses, up to a maximum of £98,000, if the Resolution is not passed on or
before 12 December 2003.

5.          The Related Parties

Alistair Tait, a member of the Management Team, is a director of Porvair
Ceramics and a director and will, following Completion, be a 51 per cent.
shareholder of Legislator 1652 and Mark Littlewood is managing director of
Porvair International and a director and will, following Completion, be a 49 per
cent. shareholder of Legislator 1652. They are therefore deemed to be related
parties of the Company for the purposes of the Listing Rules. The Disposals will
therefore constitute a related party transaction for the purposes of the Listing
Rules and require the approval of Shareholders by ordinary resolution at the
EGM.

Alistair Tait is interested in a total of 3,050 Porvair Shares (disregarding
interests held in respect of options granted under the Share Option Schemes)
representing approximately 0.01 per cent. of the issued ordinary share capital
of Porvair.  Alistair Tait has agreed to abstain from voting at the EGM and has
taken all reasonable steps to ensure that his associates will also abstain.

Mark Littlewood is not interested in any Porvair Shares, other than interests
held in respect of options granted under Share Option Schemes.

6.          Financial effects of the Disposals

As at 31 May 2003, the date at which the pro forma statement of net assets of
the Continuing Group contained in the circular to Shareholders has been
prepared, the Porvair Group had consolidated net assets of approximately £61.412
million and net borrowings of approximately £12.402 million.

The cash proceeds from the Disposals, which will amount to approximately £2.327
million net of transaction expenses and before any adjustments that may arise
from the completion accounts mechanism set out in paragraph 4 above, will be
applied to reduce the Group's indebtedness.

An unaudited pro forma statement of net assets of the Continuing Group, to be
set out in the circular to Shareholders, shows that the consolidated net assets
of the Continuing Group as at 31 May 2003, on a pro forma basis and adjusted to
reflect the Disposals as if Completion had occurred at that date, would have
been approximately £45.596 million and the net borrowings would have been
£10.075 million.

7.          The Continuing Group

Current Trading, Prospects and Strategy: Since embarking on its strategic review
the Board has instructed management to minimise cash outflow from Porvair
International and Porvair Ceramics and this, in conjunction with the impact of
the disposals on the balance sheet of the Continuing Group, will impact the
results of the Group for the year ending 30 November 2003.

The Continuing Group will be a focused specialist filtration business with
expertise in a range of niche filtration markets, of which the largest will be
molten metals, aerospace, life sciences, and energy. The Board believes that
these filtration businesses should be profitable and cash generative. In
addition to funding their own cash requirements, they will continue to
contribute towards the funding of the new materials' developments that are such
a key part of the long-term strategy for growth.

The Porvair Filtration Group and Porvair Sciences are again having good years in
2003. Selee is recovering encouragingly from a difficult 2002.  On balance
therefore the Board is satisfied that the Continuing Group is trading well and
that its prospects for the year ending 30 November 2003 are satisfactory.

The Board is optimistic for the future of the Continuing Group, and believes
that the combination of well positioned, cash generative specialist filtration
businesses together with its new materials technologies offer an appropriately
balanced portfolio to address exciting market opportunities.

Dividend policy: In the light of the scale of the Continuing Group, and the
requirement for investment in scale-up of the new materials, the Board believes
it is prudent to change its dividend policy. The Board currently expects to
recommend a final dividend for 2003 of around 1 pence.

8.          Extraordinary General Meeting

As described above, the Disposals are conditional on the approval of
Shareholders at the EGM. Notice of the EGM will be set out in the circular to
Shareholders which will be posted as soon as practicable.

9.          General

PricewaterhouseCoopers is authorised and regulated by the Financial Services
Authority for designated investment business. PricewaterhouseCoopers is acting
exclusively for Porvair and for no one else in relation to the Disposals and
will not be responsible to anyone other than Porvair for providing the
protections afforded to clients of PricewaterhouseCoopers or for giving advice
in relation to the Disposals or any other matter referred to in this
announcement.


DEFINITIONS

The following definitions apply throughout this document unless the context
requires otherwise:

'Board'                               the directors of Porvair

'Company'                             Porvair plc

'Completion'                          completion of the Disposals in accordance with the Porvair
                                      International Disposal Agreement and the Porvair Ceramics Disposal
                                      Agreement

'Continuing Group'                    the Group following Completion

'Disposals'                           the proposed disposal of the business, assets and liabilities of
                                      Porvair International and Porvair Ceramics (other than certain
                                      excluded assets and liabilities)

'Disposal Agreements'                 the Porvair International Disposal Agreement and the Porvair
                                      Ceramics Disposal Agreement

'EGM' or 'Extraordinary General       the extraordinary general meeting of Porvair, the notice of which is
Meeting'                              to be set out in the circular to Shareholders

'Group'                               Porvair and its subsidiary undertakings

'Legislator 1652'                     Legislator 1652 Limited, a company incorporated in England and Wales
                                      with company number 4925636

'Legislator 1653'                     Legislator 1653 Limited, a company incorporated in England and Wales
                                      with company number 4925633, a wholly owned subsidiary of Legislator
                                      1652

'Legislator 1654'                     Legislator 1654 Limited, a company incorporated in England and Wales
                                      with company number 4925632, a wholly owned subsidiary of Legislator
                                      1652

'Listing Rules'                       the Listing Rules of the UKLA

'Management Team'                     Alistair Tait and Mark Littlewood

'Porvair'                             Porvair plc

'Porvair Ceramics'                    Porvair Ceramics Limited, a wholly owned subsidiary of Porvair

'Porvair Ceramics Disposal Agreement' the conditional agreement between Porvair Ceramics (1), Legislator
                                      1653 (2) and the Company (3) dated 12 November 2003

'Porvair International'               Porvair International Limited, a wholly owned subsidiary of Porvair

'Porvair International Disposal       the conditional agreement between Porvair International (1),
Agreement'                            Legislator 1654 (2) and the Company (3) dated 12 November 2003

'Porvair Shanghai'                    Porvair (Shanghai) International Trading Co. Ltd., a wholly owned
                                      subsidiary of Porvair, incorporated in The People's Republic of
                                      China
'Porvair Shares'                      the existing allotted and fully paid ordinary shares of two pence
                                      each in Porvair

'PricewaterhouseCoopers' or 'PwC'     PricewaterhouseCoopers LLP, a limited liability partnership
                                      registered in England with registered number OC303525

'Related Parties'                     Alistair Tait and Mark Littlewood

'Resolution'                          the ordinary resolution to be proposed at the Extraordinary General
                                      Meeting, to be set out in the notice at the end of the circular to
                                      Shareholders

'Shareholders'                        holders of Porvair Shares

'Share Option Schemes'                the Porvair Share Option Scheme 1986 and the Porvair Executive Share
                                      Option Scheme 1997

'UKLA'                                the Financial Services Authority acting in its capacity as the
                                      competent authority for the purposes of Part VI of the Financial
                                      Services and Markets Act 2000




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