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John Mansfield Group (JMS)

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Tuesday 04 April, 2000

John Mansfield Group

Strategic Review of Waddington & Other News

John Mansfield Group PLC
4 April 2000


          JOHN MANSFIELD GROUP PLC ('MANSFIELD')
                             
         OUTCOME OF STRATEGIC REVIEW OF WADDINGTON
                             
            PROPOSED £85 MILLION ACQUISITION OF
              REXAM PRINTING DIVISION ('RPD')
                             
  INTENTION TO DISPOSE OF WADDINGTON PACKAGING BUSINESSES
                             
                       BOARD CHANGES


-   Mansfield  has  completed  its  strategic  review   of
Waddington  and has concluded that Waddington's specialist
printing  and  communications businesses  offer  the  best
opportunities  for  growth and generation  of  shareholder
value.

-  It  is intended that these businesses will be developed
to   form  the  core  of  an  information  management  and
communications  business  serving  larger  corporate   and
institutional clients.

-  As  part  of  this strategy, Mansfield  has  agreed  to
acquire  RPD,  a UK leader in printing and personalisation
for the financial services and direct mail markets, for  a
debt-free cash consideration of £85 million.

- For the year to December 1999, RPD generated £13 million
operating  profit  on £157 million turnover  and  had  £58
million net operating assets.

-  The  acquisition  of  RPD is expected  to  be  earnings
enhancing (after goodwill amortisation) in the first  year
of ownership.

-   Following  receipt  of  a  number  of  expressions  of
interest,  Mansfield announces its intention to pursue  an
early  sale  of  Waddington's Food Services  Division  and
Pharmaceutical Packaging businesses.

-  HSBC  is  acting  as financial adviser  and  broker  to
Mansfield in relation to the Acquisition.

Stuart Wallis, Chairman of Mansfield, said:

'Having  completed our strategic review of Waddington,  we
have  confirmed our view that Mansfield should focus  upon
developing its existing strengths in data manipulation and
personalisation,   and  to  become  a  major   information
management and communications group.

'The  acquisition of RPD and the decision to seek an early
disposal   of   Waddington's  packaging   businesses   are
significant moves towards achieving the objective.'


A presentation to analysts will be held at HSBC Investment
Bank, Vintners Place, 68 Upper Thames Street, EC4V 3BJ  at
10 a.m. today.


Enquiries:

Mansfield  Group                           020  7336  9000
(today)
Stuart  Wallis, Chairman                   020  7553  1483
(thereafter)
David Jones, Chief Executive

HSBC (Financial adviser and broker to Mansfield)
Corporate Finance                   020 7336 9000
Aidan Wallis
Richard Probert

Corporate Broking                   020 7336 9000
Heraclis Economides
Alex Shorland-Ball

The Maitland Consultancy                  020 7379 5151
William Clutterbuck


HSBC,  which  is  regulated in the United Kingdom  by  the
Securities  and  Futures  Authority  Limited,  is   acting
exclusively  for Mansfield and no one else  in  connection
with  the Acquisition and will not be responsible  to  any
person  other than Mansfield for providing the protections
afforded  to  its  customers or for  providing  advice  in
relation to the Acquisition.

This  summary should be read in conjunction with the  full
text of the attached press release.


4 April 2000



          JOHN MANSFIELD GROUP PLC ('MANSFIELD')
                             
         OUTCOME OF STRATEGIC REVIEW OF WADDINGTON
                             
            PROPOSED £85 MILLION ACQUISTION OF
              REXAM PRINTING DIVISION ('RPD')
                             
  INTENTION TO DISPOSE OF WADDINGTON PACKAGING BUSINESSES
                             
                       BOARD CHANGES


1.    Strategic review

Mansfield  completed the acquisition of  Waddington  on  1
February  2000.  Immediately thereafter, the Directors  of
Mansfield  commenced  a strategic review  of  Waddington's
businesses  with  a view to identifying  those  businesses
which  offer  the  best prospects for  future  growth  and
generation of shareholder value.

This  review  has  been  completed and  the  Directors  of
Mansfield  have  concluded  that  Waddington's  specialist
printing and communications businesses should be developed
to   form  the  core  of  an  information  management  and
communications   business,  particularly  serving   larger
corporate and institutional clients.

Through   Chorleys   (part  of  its  Specialist   Printing
Division),  Mansfield  presently  provides  printing   and
personalisation services for the direct marketing industry
in  the  U.K.,  focusing  on leading  banks  and  building
societies;  the business also services major  mail  order,
retail  and  insurance  companies.  Chorleys  has  already
invested heavily in new technology, as demonstrated by its
state-of-the-art production and processing facilities  and
its large IT resources.

The  services which Mansfield is able to offer include the
ability  to manipulate large databases (such as  registers
of  members  or shareholders) into a format which  can  be
utilised in producing personalised documents for single or
multiple     mailings.     Mansfield's    expertise     in
personalisation is enhanced by its ability to produce high
quality  printed  copy, which is expected  to  remain  the
predominant medium for the near future.

The  Directors  intend to grow the Group through  building
upon  these core competencies, particularly in  the  areas
of:

- data manipulation;
- personalisation; and
- physical and data security.

As  part of this strategy, Mansfield will seek to maintain
the competitive advantages which it has established, which
the Directors believe have been crucial in establishing  a
strong  record in the processing, production and  dispatch
of time-critical documentation.

In  addition,  the Directors intend to further  strengthen
Mansfield's  ability to assist its clients to  communicate
with  their customers, using both established and emerging
technologies.   This  will include further  investment  in
data management expertise, and also further development of
internet  and electronic means of communication,  such  as
undertaking web-site design and the preparation of  multi-
media presentations.

As  part  of  the  initiative to develop a  leadership  in
electronic  client communication, the Group has registered
chorley.com  to  become  one  of  the  Group's  front  end
development  vehicles in the exploitation of its  existing
strengths in the new environment.

The Directors have also been considering the future within
the group of Waddington's Food Services and Pharmaceutical
Packaging businesses.  As noted below, the Directors  have
now  determined  to move towards an early  sale  of  these
businesses.

2.    Information on RPD

As   part   of   its  strategy  of  building   a   focused
communications  group, Mansfield has conditionally  agreed
to acquire RPD from Rexam for £85 million.

RPD is a UK leader in printing and personalisation for the
financial services and direct mail markets; it is  also  a
leading world-wide producer in the niche market of  Colour
Cards.  The  business has twelve production facilities  in
the UK and five overseas.

For  the  year  ended 31 December 1999,  RPD's  continuing
operations  achieved operating profit of  £13  million  on
turnover  of  £157 million.  At that date,  net  operating
assets were £58 million.

The  UK  arm  of RPD comprises four divisions,  Broadprint
(which accounted for 13 per cent. of RPD's 1999 turnover),
Business Forms (42 per cent.), Security Products  (23  per
cent.) and Envelopes (8 per cent. of turnover).

The  Colour  Cards  segment (14 per  cent  of  RPD's  1999
turnover),  present  in  Continental  Europe   and   North
America, is a leading world-wide producer of niche  colour
merchandising devices such as colour cards, fan books  and
colour  index  systems  for  major  paint,  cosmetic   and
automotive companies.

Each  of  these businesses focuses on a particular segment
of  the  market  while complementing each other's  product
offering.  This includes the printing of bespoke  business
forms,   personalised  cheques  and  envelopes   and,   in
Broadprint, a full one-stop-shop direct mail service

3.    Reasons for and benefits of the Acquisition

As  set  out  above, the Directors intend  to  build  upon
Mansfield's existing strengths in order to develop  as  an
information  management  and  communications  group.   The
Acquisition  will  be a major step in the  development  of
Mansfield by significantly increasing Mansfield's customer
base,  particularly  amongst  larger  UK  corporates   and
institutions,  and  by widening its offering  across  both
conventional   (principally   hard   copy)    and    newer
(principally electronic) media channels.

Specifically,  the  Board believes  that  the  Acquisition
will:

-  enlarge Mansfield's customer base through the  addition
of  RPD's  complementary customer base and thereby  create
significant cross-selling opportunities;
- enhance Mansfield's ability to offer complete 'one-stop'
direct  mail and other communication services to corporate
and institutional clients;
-  establish  the  Enlarged Group as  a  leading  presence
within  high  specification security printing and  bespoke
business forms; and
-  widen the Group's existing technological expertise  and
position  it to make future technology-based developments,
particularly   in  electronic  communications,   including
through the internet.

The  Board  expects  that  the  Acquisition  will  enhance
Mansfield's pro forma earnings per share in the first year
of ownership (after goodwill amortisation).

4.    Terms of the Acquisition

Mansfield has conditionally agreed to acquire RPD for  £85
million, on a debt free/cash free basis, payable  in  cash
on  completion.  The consideration is subject to  a  pound
for  pound  adjustment  to the extent  to  which  the  net
operating assets of RPD at completion exceed or fall below
£59.4 million.

Responsibility for RPD's head office and the  majority  of
associated personnel are being retained by Rexam.

The  Acquisition Agreement contains certain warranties and
indemnities given by Rexam in favour of Mansfield.

In  view of its size, the Acquisition is conditional  only
upon  the approval of Mansfield Shareholders, which is  to
be sought at an Extraordinary General Meeting.

The  Acquisition will be financed through an  increase  in
the   existing  bank  facilities.   Subject  to  Mansfield
Shareholders'  approval having been  previously  obtained,
completion is expected by the end of April 2000.

A  summary  of  the  principal terms  of  the  Acquisition
Agreement  will be set out in a Circular  to  be  sent  to
Mansfield Shareholders in due course.

5.    Food Services and Pharmaceutical Packaging

The Directors have been favourably impressed with the Food
Services  Division,  which manufactures  at  a  number  of
locations in the United States and which has continued  to
trade  well.   However, these businesses are not  seen  as
core  to  the Enlarged Group and, in the light of  certain
expressions of interest received, the Directors intend  to
pursue an early sale of the division.

The  Pharmaceutical  Packaging Division,  which  comprises
operations  in  the United Kingdom and United  States,  is
coping  with pricing pressures and a number of operational
difficulties,  including  the  stock  losses  at   Lermer,
reported  by Waddington in October 1999.  In view  of  the
Directors' decision to focus on information management and
communications,  the  decision has  been  taken  to  close
Lermer  and  to  pursue expressions of  interest  for  the
remainder of the division.

HSBC has been mandated to conduct the sales process of the
Food Services and Pharmaceutical Packaging divisions.  The
proceeds of the sales will initially be applied to  reduce
the Enlarged Group's borrowings.

6.     Pro  forma  financial information relating  to  the
Enlarged Group

Certain  pro  forma  financial  information  relating   to
Mansfield,   taking  into  account  the   acquisition   of
Waddington and the proposed acquisition of RPD, is set out
in Appendix 1.

7.    Preliminary Results for the year ended December 1999

Mansfield has today announced its preliminary results  for
its year ended 31 December 1999, which are contained in  a
separate announcement.

8.    Mansfield's Board and Management

Mansfield announces the appointment of Andrew Lipinski  to
the   board  of  Mansfield,  as  Finance  Director,   with
immediate   effect.    Mansfield   also   announces    the
appointment of Dr. John Hollowood (previously Chairman  of
Waddington)  and  Professor  Stuart  Timperley   as   non-
executive  Directors.   Martin Young  (previously  Company
Secretary  of  Waddington)  has  been  appointed   Company
Secretary.

Martin  Buckley  (formerly Chief Executive of  Waddington)
has  left  the  Group.  Geoffrey Gibson (formerly  Finance
Director of Waddington) is assisting with the disposals of
the  packaging businesses and will leave the Group in  due
course.

Andrew  Page  will  be  stepping down  as  a  Director  of
Mansfield,  but  will  maintain  his  responsibilities  in
relation to the management of Mansfield Timber.

Mansfield  also  announces  the  resignations   of   Brian
Myerson,  Julian Treger and David Cooley as  non-executive
directors of Mansfield.


9.    Name change and share consolidation

Mansfield intends to adopt a new name, more befitting  its
position  as  an information management and communications
company.   It also intends to effect a share consolidation
in due course.

Resolutions  to  implement these changes will  be  put  to
shareholders at the forthcoming Annual General Meeting.

10.   Circular and Extraordinary General Meeting

A   Circular   containing  further  information   on   the
Acquisition and convening an Extraordinary General Meeting
will be sent to Mansfield Shareholders shortly.



Enquiries:

Mansfield Group                     020 7336 9000 (today)
Stuart   Wallis,  Chairman               020   7553   1483
(thereafter)
David Jones, Chief Executive

HSBC (Financial adviser and broker to Mansfield)
Corporate Finance             020 7336 9000
Aidan Wallis
Richard Probert

Corporate Broking             020 7336 9000
Heraclis Economides
Alex Shorland-Ball

The Maitland Consultancy      020 7379 5151
William Clutterbuck


HSBC,  which  is  regulated in the United Kingdom  by  the
Securities  and  Futures  Authority  Limited,  is   acting
exclusively  for Mansfield and no one else  in  connection
with  the Acquisition and will not be responsible  to  any
person  other than Mansfield for providing the protections
afforded  to  its  customers or for  providing  advice  in
relation to the Acquisition.

4 April 2000


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

'Acquisition'                The proposed acquisition of
                             RPD
                             
'Acquisition Agreement'      The conditional agreement
                             dated 3 April 2000 between
                             Rexam and Mansfield pursuant
                             to which Mansfield will
                             effect the Acquisition
                             
'Circular'                   The document addressed,
                             inter alia, to Shareholders
                             in connection with the
                             Acquisition and containing
                             the notice convening the
                             Extraordinary General
                             Meeting
                             
'Directors'                  The directors of Mansfield
                             at the date of this
                             announcement
                             
'Enlarged Group'             The Mansfield group as
                             enlarged by the Acquisition
                             
'Extraordinary       General The Extraordinary General
Meeting'                     Meeting of Mansfield to be
                             convened for the purpose,
                             inter alia, of giving
                             approval to the Acquisition
                             
'HSBC'                       HSBC Investment Bank plc
                             
'Mansfield' or 'Group'       John Mansfield Group PLC
                             
'Mansfield Shares'           Ordinary shares of 1 pence
                             each in Mansfield
                             
'Mansfield Shareholders'     Holders of Mansfield Shares
                             
'Rexam'                      Rexam PLC
                             
'RPD'                        The division of Rexam
                             comprising Rexam Print
                             Holdings Ltd, McCorquodale
                             Color Card Inc., Rexam
                             Canada Ltd, Pandroma Typolac
                             S.A. and McCorquodale GmbH
                             
'Waddington'                 Waddington PLC
                             


Appendix 1

Pro  forma financial information relating to the  Enlarged
Group

Certain  pro forma financial information relating  to  the
Enlarged Group is set out below.

(i)   Net assets and net borrowings

             Mans-   Waddington  Cash      Pro-  Mansfield
             field                con-  visional        -
            (as at  (as at 2   siderat  goodwill       pro
            31 Dec       Oct       ion   arising     forma
             1999)     1999)       and    on the    (prior
                £m        £m   expenses acquisit    to the
                               incurred   ion of  Acquisit
                                    for   Wadding     ion
                              Waddington      ton       £m
                                     £m       (1)          
                                               £m
                                              
                                                          
Net            0.2     131.4   (113.7)     165.1     183.0
Assets                                                    
                                                          
                                                          
(Net         (0.7)    (28.0)   (113.7)         -   (142.4)
Borrowings)


          Mansfield-      RPD      Con-    Provis-  Enlarged
           pro forma   (as at  siderat-       ional      
           (prior to       31    ion for   goodwill   Group
                 the      Dec       the    arising       -
          Acquisition)   1999)  Acquisit     on the     pro
                          £m       ion     Acquisi-   forma
                  £m                 £m       tion      £m
                                                £m        
                                                  
                                                          
                                                          
Net            183.0     58.0    (85.0)       27.0   183.0
Assets                                                    
                                                          
                                                          
(Net         (142.4)        -    (85.0)          -  (227.4)
Borrowings)                                                       


Note
(1)  The  goodwill as set out is provisional and  will  be
subject   to   post  transaction  fair  value   accounting
adjustments

(ii)   Historic turnover and operating profit of the  core
businesses and the other businesses to be discontinued

                                      Turnover   Operating
                                                    Profit
                                            £m          £m
                                                          
Core businesses                                           
Waddington Specialist Printing (1)       105.0        12.3
                                                          
RPD (2)                                  157.0        13.0
                                                          
                                                         
Other businesses                                          
Food Services (1)                         96.3         8.5
Pharmaceutical Packaging (1)              55.9         9.9
Mansfield Timber                          12.5       (1.1)


Notes


(1) For the year ended 31 March 1999
(2) For the year ended 31 December 1999


(iii) Mansfield - issued ordinary share capital

                                              Millions
                                             of Shares
                                                      
                                                      
                                                      
In issue (as at 31 December 1999)                280.4
Issued in connection with the acquisition      3,042.2
of Waddington
                                                      
Total                                          3,322.6



                                                     

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