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Waddington PLC (WDJ)

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Tuesday 07 December, 1999

Waddington PLC

John Mansfield Group Make Offer

Waddington PLC
7 December 1999

Not for release or distribution or publication in or into the United States,
                         Canada, Australia or Japan.


                                Agreed offer
                                      
                            by HSBC on behalf of
                                      
                   John Mansfield Group PLC ('Mansfield')
                                      
                      for Waddington PLC ('Waddington')
                                      
                                      
                                      
      The  Board  of  Mansfield and the Independent Directors  of  Waddington
      announce the terms of an agreed offer for Waddington to be made by HSBC
      on behalf of Mansfield.

      The Offer will comprise 28.6 New Mansfield Shares and 100 pence in cash
      for   each   Waddington  Share,  valuing  each  Waddington   Share   at
      approximately  300 pence and Waddington's total issued  ordinary  share
      capital  at  approximately £318.7 million.  Waddington Shareholders  on
      the  register  at the close of business on 10 December 1999  will  also
      receive  the interim dividend of 5.25 pence per share announced  on  24
      November 1999.

      The Offer represents a premium of approximately 48.6% over the price of
      202  pence per Waddington Share on 17 September 1999, the last  dealing
      day   prior  to  the  announcement  that  Waddington  had  received   a
      preliminary approach.

      There  will  be  a  mix  and  match election  available  to  Waddington
      Shareholders.

      Phillips  &  Drew  Fund  Management  Limited,  Aberforth  Partners  and
      Aberforth  Unit  Trust Managers Limited have irrevocably  committed  to
      accept  the  Offer in respect of an aggregate of 19.1%  of  the  issued
      Waddington Shares.

      Stuart Wallis, Chairman of Mansfield, and David Jones, Chief Executive,
      have  between  them  28 years of packaging industry  experience  and  a
      strong track record of enhancing value for shareholders in companies in
      which they have been directly involved.

      HSBC is acting as financial adviser and broker to Mansfield.  Schroders
      is acting as financial adviser to Waddington.


Stuart Wallis, Chairman of Mansfield, said:

'We  aim  to  reposition Waddington as a more focused group; those businesses
with growth opportunities will be identified and developed.  We are confident
that,  as  a  result of our strategies for the enlarged group, both  sets  of
shareholders will enjoy capital appreciation'

This  summary  should  be  read in conjunction with  the  full  text  of  the
following announcement and the definitions in Appendix IV.

A  presentation  to analysts will be held at HSBC Investment  Bank,  Vintners
Place, 68 Upper Thames Street,  EC4V 3BJ at 11.00 a.m. today.

Enquiries:

John Mansfield Group                                    0171 336 9000 (today)
Stuart Wallis, Chairman                            0171 553 1483 (thereafter)
David Jones, Chief Executive                                                 
                                                                             
HSBC (Financial adviser and broker to Mansfield)                             
Corporate Finance                                               0171 336 9000
Richard Tolkien                                                              
Aidan Wallis                                                                 
Richard Probert                                                              
                                                                             
Corporate Broking                                               0171 336 9000
Tim Rowntree                                                                 
Heraclis Economides                                                          
                                                                             
The Maitland Consultancy                                        0171 379 5151
William Clutterbuck                                                          
                                                                             
Schroders (Financial adviser to Waddington)                     0171 658 6000
Steve Wallace                                                                
Chris Hamer                                                                  
                                                   

The full announcement from which this summary is extracted has been issued on
behalf of the Directors of Mansfield by HSBC.

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 Offers and the other matters referred to herein 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 Offers and the other matters referred to herein.

The Offers will not be made, directly or indirectly, in or into, or by use of
the  mails  of,  or  by  any  means  or  instrumentality  including,  without
limitation, facsimile transmission, telex, e-mail and telephone of interstate
or  foreign commerce of, or any facilities of a national securities  exchange
of,  the  United States, Canada, Australia or Japan and the Offers  will  not
(save  in  accordance  with an applicable securities exchange  exemption)  be
capable  of  acceptance by any such use, means, instrumentality or facilities
or  from  within the United States, Canada, Australia or Japan.   Accordingly
copies  of  this  announcement are not being, and  must  not  be,  mailed  or
otherwise  distributed  or sent in, into or from the United  States,  Canada,
Australia or Japan.

Schroders,  which  is regulated in the United Kingdom by The  Securities  and
Futures  Authority Limited, is acting for Waddington and for no one  else  in
connection  with the Offer and will not be responsible to anyone  other  than
Waddington  for providing the protections afforded to customers of  Schroders
nor  for providing advice in relation to the Offer or any matter referred  to
herein.
                                                              7 December 1999

Not for release or distribution or publication in or into the United States,
                         Canada, Australia or Japan.


                                Agreed offer
                                      
                            by HSBC on behalf of
                                      
                   John Mansfield Group PLC ('Mansfield')
                                      
                      for Waddington PLC ('Waddington')
                                      
 
Introduction

The  Board of Mansfield and the Independent Directors of Waddington  announce
the  terms of an agreed offer, to be made by HSBC on behalf of Mansfield, for
the entire issued and to be issued ordinary share capital of Waddington.

The  Offer will comprise 28.6 New Mansfield Shares and 100 pence in cash  for
each  Waddington  Share and values each Waddington Share  at  300  pence  and
Waddington's issued ordinary share capital at approximately £318.7 million as
of  6  December 1999.  The Offer represents a premium of approximately  37.4%
over  the  price of 218.5 pence per Waddington Share on 6 December 1999,  the
last  dealing  day prior to the date of this announcement and  a  premium  of
48.6%  over the price of 202 pence per Waddington Share on 17 September 1999,
the  last dealing day before the announcement that Waddington had received  a
preliminary approach.

There will be a mix and match election available to Waddington Shareholders.

There  will also be two Preference Share Offers, to be made on the  basis  of
100  pence in cash for each Waddington 6% Preference Share and 110  pence  in
cash  for  each Waddington 8% Preference Share, details of each of which  are
set out below.

The Offer

The  Offer, which will be subject, inter alia, to the conditions and  further
terms set out below and in Appendix II to this announcement and to be set out
in full in the Offer Document and the Form of Acceptance, will be made on the
following basis:

For each Waddington Share         28.6 New Mansfield Shares and 100 pence  in
cash
                                                                             
Waddington  Shareholders  on the register at the  close  of  business  on  10
December 1999 will also receive the interim dividend of 5.25 pence per  share
announced on 24 November 1999.

The  Waddington Shares will be acquired by Mansfield fully paid and free from
all  liens, equities, charges, encumbrances and other interests and  together
with  all  rights now or hereafter attaching to them, including the right  to
receive  and retain all dividends and other distributions declared,  made  or
paid  after  the  date  of this announcement (save for the  interim  dividend
declared of 5.25 pence).

Fractions  of New Mansfield Shares will not be allotted or issued to  persons
accepting  the  Offer and entitlements will be rounded down  to  the  nearest
whole number of New Mansfield Shares.

The  Offer will be extended to all existing issued Waddington Shares  and  to
any  Waddington Shares which are unconditionally allotted or issued while the
Offer remains open for acceptance (or prior to such earlier date as Mansfield
may,  subject  to the City Code, decide) including Waddington  Shares  issued
pursuant  to  the  exercise  of  options under the  Waddington  Share  Option
Schemes.

Full acceptance of the Offer in respect of all Waddington Shares currently in
issue  would  involve the issue of approximately 3,036 million New  Mansfield
Shares  (representing  approximately 91.5% of the  enlarged  issued  ordinary
share  capital of Mansfield) and the payment of approximately £106.2  million
in  cash.   The  cash  consideration will be financed from  a  new  borrowing
facility provided by HSBC.

The  Offer  will  be  conditional, inter alia, on the approval  by  Mansfield
Shareholders  of  such resolutions as may be necessary to approve,  implement
and effect the Offers.  An Extraordinary General Meeting of Mansfield will be
convened  for  the  purpose of seeking the necessary  approval  of  Mansfield
Shareholders.

The  New Mansfield Shares will be issued credited as fully paid and will rank
pari  passu  with, and have the same rights as the existing Mansfield  Shares
including  the  right  to  receive  all  dividends  and  other  distributions
declared, made or paid after the date of this announcement.

The mix and match election

Waddington  Shareholders who validly accept the Offer may elect,  subject  to
availability,  to  vary the proportions in which they receive  New  Mansfield
Shares  and cash in respect of their holdings of Waddington Shares.  However,
the  maximum aggregate number of New Mansfield Shares to be issued under  the
Offer and the maximum aggregate amount of cash to be paid out under the Offer
will  not  be  varied as a result of the mix and match election.  Mansfield's
ability  to  satisfy mix and match elections made by Waddington  Shareholders
will  therefore  depend  on other Waddington Shareholders  making  offsetting
elections.   To the extent that elections cannot be satisfied in  full,  they
will be scaled down on a pro rata basis.  To the extent that elections can be
satisfied, Waddington Shareholders will receive New Mansfield Shares  instead
of cash, and vice versa, at the rate of 7 pence per New Mansfield Share.

As  a  result of the operation of the mix and match election described above,
Waddington Shareholders who make a mix and match election will not  know  the
exact  number of New Mansfield Shares or the amount of cash which  they  will
receive  until settlement of the consideration under the Offer,  although  an
announcement  will  be  made when the Offer becomes  or  is  declared  wholly
unconditional  of the approximate extent to which the mix and match  election
will be satisfied.

The  mix  and  match election will remain open until 3.00 p.m. on  the  first
closing date of the Offer, unless extended by Mansfield. If the mix and match
election has been closed, Mansfield reserves the right to re-introduce a  mix
and match election, subject to the rules of the City Code.

The  mix  and  match  elections will not affect  the  entitlements  of  those
Waddington Shareholders who do not make mix and match elections.

6% Preference Share Offer

On  behalf of Mansfield, HSBC will make the 6% Preference Share Offer on  the
following basis:

For each Waddington 6% Preference Share                      100 pence in cash

The  6%  Preference Share Offer values the entire issued 6% Preference  Share
Capital at £401,067.

The  Waddington 6% Preference Shares will be acquired by Mansfield fully paid
and  free from all liens, equities, charges, encumbrances and other interests
and  together  with all rights now or hereafter attaching to them,  including
the  right  to  receive  and  retain all dividends  and  other  distributions
declared,  made  or paid after the date of this announcement  (save  for  the
preference dividend per share to be paid on 31 December 1999).

The  6%  Preference  Share  Offer will be conditional  only  upon  the  Offer
becoming or being declared unconditional in all respects.

8% Preference Share Offer

On  behalf of Mansfield, HSBC will make the 8% Preference Share Offer on  the
following basis:

For each Waddington 8% Preference Share                     110 pence in cash

The  8%  Preference Share Offer values the entire issued 8% Preference  Share
Capital at £220,000.

The  Waddington 8% Preference Shares will be acquired by Mansfield fully paid
and  free from all liens, equities, charges, encumbrances and other interests
and  together  with all rights now or hereafter attaching thereto,  including
the  right  to  receive  and  retain all dividends  and  other  distributions
declared,  made  or paid after the date of this announcement  (save  for  the
preference dividend per share to be paid on 31 December 1999).

The  8%  Preference  Share  Offer will be conditional  only  upon  the  Offer
becoming or being declared unconditional in all respects.

Irrevocable undertakings

Mansfield  has  received irrevocable undertakings to accept  the  Offer  from
certain institutional shareholders in respect of their aggregate holdings  of
20,308,840 Waddington Shares, representing approximately 19.1% of the current
issued  ordinary share capital of Waddington.  The undertaking by Phillips  &
Drew Fund Management Limited (representing approximately 12.5%) will cease to
be  binding  if an offer is made, the value of which is equal to  or  greater
than  315 pence per Waddington Share, in the case of a cash and shares offer,
or 280 pence per Waddington Share, in the case of an all cash offer or if the
professional  relationship  pursuant  to  which  such  shares  are  held   is
terminated.  The undertakings by Aberforth Partners (representing  4.7%)  and
Aberforth  Unit Trust Managers Limited (representing 1.9%) will cease  to  be
binding if a competing offer which is higher or contains a higher element  of
cash than the Offer is made.


Background  to  the  Offer and proposed strategy for the  enlarged  Mansfield
Group

Mansfield's  strategy  is  to acquire underperforming  public  companies  and
realise  value by making strategic and management culture changes to  improve
performance and maximise shareholder value.

Stuart  Wallis  and  David Jones (Chairman and Chief Executive  of  Mansfield
respectively) have in-depth experience to bring to Waddington with  28  years
experience  between  them  in  the UK and international  packaging  industry.
Stuart Wallis has held senior positions with Rexam plc (formerly Bowater plc)
including  roles  as  Chief  Executive Officer at Bowater  Europe  and  Chief
Executive  of  Bowater Print & Packaging.  David Jones  has  acted  as  Chief
Executive  Officer  in  Rexam's Octagon and Container divisions  and  Finance
Director  of  Bowater Europe.  Further details of Stuart Wallis's  and  David
Jones's career records are set out in Appendix I of this announcement.

The  Directors  of  Mansfield  intend to  commence  a  thorough  three  month
strategic review of each of Waddington's divisions.

Waddington  will  be  re-positioned to form  a  more  focused  group.   Those
businesses  with  growth  opportunities will  be  identified  and  developed.
Business segments where there is limited growth or profit potential or  which
are too peripheral to its core focus will be exited.

Existing  Waddington Shareholders will, through owning 91.5 % of the enlarged
issued  share  capital of Mansfield, be able to enjoy  the  benefits  of  the
additional value created.  Furthermore, they will receive cash of  100  pence
per  share, equivalent to 49.5%. of Waddington's share price on 17  September
1999, the business day prior to the announcement that Waddington had received
a preliminary approach.

Recommendation

On  20  September 1999 Waddington announced that it had received an  approach
from its executive management team that might lead to an offer being made for
the  Company.   Since  that  announcement a number of  approaches  have  been
received,   including  from  Mansfield;  in  addition  to  discussions   with
Mansfield, the Independent Directors have been in continuing discussions with
the  executive  management team and their financial backers  to  explore  the
possibility of a full cash offer being made for the Company.

The  Independent Directors have considered the outlook for the Company in the
absence  of  a change of ownership, and the damaging effect of the  continued
uncertainty  as to the future of the business on the trading performance  and
employees of Waddington.  Having taken into consideration these issues, it is
the  view of the Independent Directors that, particularly as certain  of  the
Company's  major  shareholders  have  indicated  that  the  Offer  would   be
acceptable  to  them, the Offer from Mansfield represents a serious  proposal
worthy  of consideration by all Waddington Shareholders.  However, it is  the
Independent Directors' view that the Offer is not such a compelling  proposal
that  the  Independent  Directors could give an  outright  recommendation  to
Waddington Shareholders to accept the Offer at this time.

In  the circumstances the Independent Directors, who have been so advised  by
Schroders, believe it is in the interests of Waddington Shareholders  to  put
the  Offer  forward  for consideration by all Waddington  Shareholders.   The
Independent  Directors will, however, continue to actively pursue discussions
with  other parties which may result in a competing offer being made for  the
Company.  In the event that such an offer is not forthcoming, the Independent
Directors  would intend to recommend that Waddington Shareholders accept  the
Offer  as  they  would  intend  to  do in respect  of  their  own  beneficial
shareholdings.

In  providing advice to the Independent Directors, Schroders has  taken  into
account the commercial assessments of the Independent Directors.

Information relating to Waddington

Waddington  is  a  plastic packaging and printing group, operating  in  three
industries:  the  manufacture of disposable tableware for the  food  services
industry,  rigid  plastic  packaging for the  healthcare  and  pharmaceutical
industries, and specialist printing for the direct marketing industry.

In  the  year  ended 3 April 1999 Waddington had turnover of  £295.1  million
(1998:  £330.5  million),  profit  before  tax  of  £23.3  million  after  an
exceptional  charge of £7.8 million (1998: £39.6 million after an exceptional
gain of £3.5 million) and net assets of £128.3 million (1998: £95.2 million).

In  the  six  months ended 2 October 1999 Waddington had turnover  of  £155.2
million  (1998:  £165.1 million), profit before tax of  £12.7  million  after
taking  into  account  a one-off charge of £2.5 million (1998:  £8.9  million
after  exceptional charges of £7.4 million) and net assets of £131.4  million
(1998: £101.8 million).

The board of Waddington announced on 25 October 1999, that, during the course
of  a  routine  review  of  stock  levels  at  Lermer,  a  subsidiary  within
Waddington's US pharmaceutical packaging business, certain irregularities had
been  discovered.  These irregularities related to a shortfall in  levels  of
physical  stock, which is currently under investigation, and an overstatement
of  the value of stocks at 3 April 1999.  A profit and loss account charge of
£2.5  million has been made in the results for the six months ended 2 October
1999 to reflect these matters.

On  24 November 1999, Waddington announced its interim results for the period
ended 2 October 1999, and stated that the overall Waddington Group profit for
the year, before tax and exceptional items and before accounting for the one-
off  stock  shortfall  at  Lermer,  is  likely  to  be  below  the  board  of
Waddington's expectations.


Information relating to Mansfield

Mansfield is involved in the manufacture and distribution of timber products,
primarily  for use by the house building and construction industry, including
mouldings, window frames, staircase and decorative joinery and medium density
fibre-board  products and roof trusses.  In October 1997  Stuart  Wallis  was
appointed  as  Chairman  of  Mansfield.   David  Jones  was  appointed  Chief
Executive of Mansfield in November 1998.

For  the year ended 31 December 1998, Mansfield reported a consolidated  loss
before tax of £1.7 million, after charging for exceptional items amounting to
£1.5 million (1997: £3.4 million loss after exceptional charges of £3.3m) and
a  loss  per  share  of  0.67 pence (1997: 2.07 pence loss)  on  consolidated
turnover of £12.8 million (1997:  £12.3 million).  At that date, consolidated
net assets were £3.1 million (1997: £3.3 million).

For  the first six months to June 1999, Mansfield reported a pre-tax loss  of
£443,000 (1998: £48,000 loss) and a loss per share of 0.16 pence (1998:  0.02
pence loss) on consolidated sales of £6.51 million (1998: £6.01 million).

On  the  Offer  becoming  or  being  declared  wholly  unconditional,  UKAV's
shareholding in Mansfield will be diluted to 5.3% of the issued share capital
of  the  enlarged group on a fully diluted basis. Consequently, Brian Myerson
and  Julian Treger, Joint Managing Directors of Active Value Advisors Limited
(the  adviser  to  UKAV)  and David Cooley, one of its  executives,  who  are
currently  non-executive Directors of Mansfield, will  stand  down  from  the
Mansfield Board as soon as practicable following the Offer becoming or  being
declared  unconditional in all respects.  Mansfield's intention is  that  new
non-executive Directors will be appointed in due course so as to constitute a
majority of the Mansfield Board following the implementation of the Offer.

Mansfield intends to implement a performance based incentive scheme  for  its
senior  management team, designed to align the interests of  management  with
shareholders. Details of the incentive scheme will be set out  in  the  Offer
Document.

Employees

Mansfield  has  given  assurances  to the Independent  Directors  that  the
existing  employment rights, including pension rights, of all employees  of
Waddington and its subsidiaries will be fully safeguarded.

Waddington Share Option Schemes

Appropriate  proposals will be made to the holders  of  options  under  the
Waddington  Share  Option Schemes once the Offer  becomes  or  is  declared
unconditional in all respects.

General

Save  for  the irrevocable undertakings, neither Mansfield, nor  any  of  the
Directors  nor, so far as Mansfield is aware, any person deemed to be  acting
in  concert  with  it, owns or controls any Waddington Shares  or  Waddington
Preference  Shares,  or has any option to acquire any  Waddington  Shares  or
Waddington  Preference Shares, or has entered into any derivative  referenced
to securities of Waddington which remains outstanding.

The  Directors of Mansfield, who have been so advised by HSBC, consider  that
the Offers are in the best interests of Mansfield and Mansfield Shareholders.
In  providing their advice to the Directors, HSBC has taken into account  the
Directors' commercial assessments of the Offers.

Mansfield  and  Waddington  have  signed an agreement  as  an  inducement  to
Mansfield  to  make  the  Offer.  Under this agreement,  subject  to  certain
conditions,  Waddington will pay a fee of £3.18 million to Mansfield  in  the
event  of  an independent third party making a competing offer for Waddington
Shares which becomes or is declared unconditional in all respects.

Appendix III details the sources and bases of all calculations used  in  this
document.

The  Offer Document, the Forms of Acceptance and listing particulars relating
to the New Mansfield Shares will be dispatched to Waddington Shareholders and
holders  of  Waddington  Preference Shares, and  a  circular  and  notice  of
Extraordinary  General Meeting of Mansfield will be despatched  to  Mansfield
Shareholders in due course.

The Offers will not be made directly or indirectly, in or into, or by use  of
the   mails  or  any  other  means  or  instrumentality  (including   without
limitation, facsimile transmission, telex, e-mail or telephone) of interstate
or  foreign commerce of, or any facilities of a national securities  exchange
of,  the  United States, Canada, Australia or Japan and the Offers  (save  in
accordance  with an applicable securities exemption) will not be  capable  of
acceptance  by  any  such use, means, instrumentality or facilities  or  from
within the United States, Canada, Australia or Japan.  Accordingly, copies of
this  announcement  are  not  being, and must not  be,  mailed  or  otherwise
distributed  or sent in or into or from the United States, Canada,  Australia
or Japan.

The availability of the Offers to Waddington Shareholders not resident in the
UK may be affected by the laws of the relevant jurisdiction in which they are
resident.   Waddington Shareholders who are not resident  in  the  UK  should
inform themselves about and observe any applicable requirements.

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 Offers and the other matters referred to herein 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 Offers and the other matters referred to herein.

Schroders,  which  is regulated in the United Kingdom by The  Securities  and
Futures  Authority Limited, is acting for Waddington and for no one  else  in
connection  with the Offer and will not be responsible to anyone  other  than
Waddington  for providing the protections afforded to customers of  Schroders
nor  for providing advice in relation to the Offer or any matter referred  to
herein.


                                 APPENDIX I

                      MANSFIELD MANAGEMENT TEAM RECORD


Stuart Wallis - Chairman; age: 54

Career Summary:

   Current chairmanships:
   SSL International plc
   Protherics PLC
   Euromax International Inc.
   Yorkshire Group plc
   Hay Hall Group Ltd
   Trident Components Group Ltd
   The Tetley Group Ltd

   Previous roles include:
   Chairman, LLP plc / Director, Informa Group plc
   European CEO, Bowater plc (now Rexam plc)
   CEO, Bowater Printing and Packaging
   Chief Executive, Fisons plc
   Non-executive Chairman, Sheffield Forgemasters Group Ltd
   

David Jones - Chief Executive: age 49

Career Summary:
   John Mansfield Group PLC - Chief Executive
   Rexam plc (formerly Bowater plc)
   Rexam Octagon - Chief Executive
   Rexam Containers - Chief Executive
   Bowater Europe - Finance Director
   


                                 APPENDIX II
                                      
                          CONDITIONS OF THE OFFERS

1.      CONDITIONS OF THE OFFER

The  Offer  will  comply with the rules and regulations of the  London  Stock
Exchange and by the City Code, will be governed by English law and be subject
to  the  jurisdiction  of  the English Courts and  will  be  subject  to  the
following conditions:

(a)   valid  acceptances being received (and not, where permitted, withdrawn)
      by 3.00 p.m. on the first closing date of the Offer (the 'First Closing
      Date')  or such later time(s) and/or date(s) as Mansfield may,  subject
      to  the  Code, decide, in respect of not less than 90% (or such  lesser
      percentage as Mansfield may decide) of the Waddington Shares  to  which
      the  Offer  relates, provided that this condition will not be satisfied
      unless Mansfield and its wholly-owned subsidiaries shall have acquired,
      or  agreed  to acquire, pursuant to the Offer or otherwise,  Waddington
      Shares  carrying  in  aggregate more than  50%  of  the  voting  rights
      normally exercisable at a general meeting of Waddington, including  for
      this  purpose (to the extent, if any, required by the Panel) any voting
      rights  attaching  to  any Waddington Shares that  are  unconditionally
      allotted   or   issued  before  the  Offer  becomes  or   is   declared
      unconditional  as  to  acceptances pursuant  to  the  exercise  of  any
      outstanding subscription or conversion rights or otherwise and for  the
      purposes of this condition:

      (i)   shares  which have been unconditionally allotted shall be  deemed
             to carry the voting rights they will carry on issue; and
      
      (ii)  the  expression  'Waddington Shares to which the  Offer  relates'
             shall  be construed in accordance with sections 428 to  430F  of
             the Companies Act 1985;

(b)   the  London Stock Exchange agreeing to admit to the Official  List  the
      New Mansfield Shares to be issued pursuant to the Offer and (unless  or
      to  the  extent that the Panel agree otherwise) such admission becoming
      effective in accordance with paragraph 7.1 of the listing rules or  (if
      determined  by  Mansfield  and subject to the  consent  of  the  Panel)
      agreeing  to  admit New Mansfield Shares to the Official  List  subject
      only to (i) the allotment of such shares and/or (ii) the Offer becoming
      or being declared unconditional in all respects;

(c)   the  passing  at an extraordinary general meeting of Mansfield  or  any
      adjournment  of such meeting of such resolution(s) as may be  necessary
      to approve, implement and effect the Offers;

(d)   it  being  established, in terms satisfactory to  Mansfield,  that  the
      proposed  acquisition of Waddington by Mansfield or any matter  arising
      from   that  acquisition  will  not  be  referred  to  the  Competition
      Commission;

(e)   all  filings having been made and all applicable waiting periods  under
      the  United States Hart-Scott-Rodino Antitrust Improvements Act of 1976
      and   the  regulations  thereunder  having  expired,  lapsed  or   been
      terminated  as appropriate in each case in connection with  the  Offers
      and  the  proposed  acquisition  of  any  shares  in,  or  control  of,
      Waddington by Mansfield;

(f)   no   government  or  governmental,  quasi-governmental,  supranational,
      statutory  or  regulatory body or association or agency (including  any
      trade agency) or any court or other body (including any professional or
      environmental  body) or person in any jurisdiction  (a  'Third  Party')
      having   instituted   or  threatened  any  action,  proceeding,   suit,
      investigation  or enquiry or enacted, made or proposed, and  there  not
      continuing to be outstanding any statute, regulation, order or decision
      that would or might:

      (i)   make  the Offers or the acquisition of any Waddington Shares,  or
             control  of  Waddington, by any member of  the  Wider  Mansfield
             Group  void, unenforceable or illegal or directly or  indirectly
             restrict, prohibit, delay or otherwise materially interfere with
             the  implementation  of,  or  impose  additional  conditions  or
             obligations with respect to, or otherwise challenge, the  Offers
             or  the  acquisition  of any Waddington Shares,  or  control  of
             Waddington, by Mansfield;

      (ii)  require,  prevent  or  materially delay the  divestiture  by  the
             Wider  Mansfield Group or the Wider Waddington Group of  all  or
             any part of their respective businesses, assets or properties or
             impose any material limitation on their ability to conduct their
             respective businesses and to own any of their respective  assets
             or properties;
      
      (iii) impose  any  material limitation on the ability of any member  of
             the  Wider  Mansfield Group to acquire or hold  or  to  exercise
             effectively,  directly  or indirectly,  all  or  any  rights  of
             ownership of shares in any member of the Wider Waddington  Group
             or on the ability of any member of the Wider Waddington Group to
             hold or exercise effectively, directly or indirectly, all or any
             rights  of ownership of shares in any other member of the  Wider
             Waddington Group;

      (iv)  require  any  member of the Wider Mansfield Group  or  the  Wider
             Waddington Group to offer to acquire any shares in any member of
             the Wider Waddington Group owned by any third party;
      
      (v)   otherwise  materially and adversely affect the business,  profits
             or  prospects of any member of the Wider Mansfield Group  or  of
             the Wider Waddington Group,

      and  all  applicable waiting periods during which any such Third  Party
      could   institute  or  threaten  any  such  action,  proceeding,  suit,
      investigation or enquiry having expired, lapsed or been terminated;

(g)   all  necessary  filings  having been made and all  appropriate  waiting
      periods  under  any  applicable  legislation  or  regulations  of   any
      jurisdiction having expired, lapsed or been terminated in each case  in
      respect  of the Offers and the acquisition of any shares in, or control
      of,  Waddington  by Mansfield and all authorisations,  orders,  grants,
      recognitions,    confirmations,   licences,    consents,    clearances,
      permissions  and approvals ('authorisations') which in  the  reasonable
      opinion  of  Mansfield are necessary or appropriate in any jurisdiction
      for  or  in respect of the Offers and the proposed acquisition  of  any
      shares  in,  or control of, Waddington by Mansfield being  obtained  in
      terms  and  in  a  form  reasonably  satisfactory  to  Mansfield   from
      appropriate Third Parties or from any persons or bodies with  whom  any
      member  of the Wider Mansfield Group or the Wider Waddington Group  has
      entered   into   contractual  arrangements,  and  such  authorisations,
      together  with  all authorisations which in the reasonable  opinion  of
      Mansfield are necessary for any member of the Wider Waddington Group to
      carry  on  its  business, remaining in full force  and  effect  and  no
      intimation of any intention to revoke or not to renew any of  the  same
      having been made under the laws or regulations of any jurisdiction  and
      all  necessary statutory or regulatory obligations in any  jurisdiction
      having been complied with;

(h)   there  being  no provision (excluding for the avoidance  of  doubt  any
      provision the operation of which in the context of the Offers has  been
      validly  waived  in  writing  by the person  entitled  to  the  benefit
      thereof) of any arrangement, agreement, licence or other instrument  to
      which  any member of the Wider Waddington Group is a party or by or  to
      which  any such member or any of their material assets may be bound  or
      be  subject which, as a result of the making or implementation  of  the
      Offers  or  the  acquisition  by Mansfield  of  the  share  capital  of
      Waddington or any part thereof or because of a change in the control or
      management  of  Waddington or otherwise, could or might  reasonably  be
      expected to result in:

      (i)   any   moneys   borrowed  by  or  any  indebtedness   (actual   or
             contingent) of any such member becoming repayable or capable  of
             being  declared repayable immediately or earlier than the stated
             repayment date or the ability of such member to borrow monies or
             incur any indebtedness being withdrawn or inhibited or any  such
             arrangement,  agreement, licence or instrument being  terminated
             or  materially modified or any onerous obligation arising or any
             material action being taken or arising thereunder;

      (ii)   the  creation  or enforcement of any mortgage, charge  or  other
              security  whether existing or having arisen over the  whole  or
              any   part  of  the business, property or assets  of  any  such
              member;

      (iii) the  interests or business of any member of the Wider  Waddington
             Group  in  or  with any other person, firm or  company  (or  any
             arrangements  relating  to  such  interest  or  business)  being
             terminated or materially and adversely affected;

      (iv)  any  member of the Wider Waddington Group ceasing to be  able  to
             carry  on business under any name under which it presently  does
             so;

      (v)   any  material  assets  or interest of any  member  of  the  Wider
             Waddington  Group being or falling to be disposed of or  charged
             or  any  right  arising under which any such asset  or  interest
             could be required to be disposed of or charged otherwise than in
             the ordinary course of business; or

      (vi)  the  value  of  any member of the Wider Waddington Group  or  its
             financial  or trading position or prospects being prejudiced  or
             materially and adversely affected;

(i)   except as disclosed in the Annual Report and Accounts of Waddington for
      the  year  ended 3 April 1999 or as publicly announced  to  the  London
      Stock  Exchange  Company  Announcements  Office  by  or  on  behalf  of
      Waddington  on  or  before 6 December 1999,  no  member  of  the  Wider
      Waddington Group having since 3 April 1999:

      (i)   save  as  between  Waddington  and wholly-owned  subsidiaries  of
             Waddington  prior  to 6 December 1999 or upon  the  exercise  of
             rights  to  subscribe for Waddington Shares pursuant to  options
             granted  under the Waddington Share Option Schemes  prior  to  6
             December  1999,  issued  or agreed to  issue  or  authorised  or
             proposed  the  issue  of  additional shares  of  any  class,  or
             securities  convertible into, or rights, warrants or options  to
             subscribe  for  or  acquire,  any  such  shares  or  convertible
             securities;

      (ii)  save  for  the final dividend of 7.2 pence per share  paid  on  6
             August  1999  and the interim dividend of 5.25 pence  per  share
             announced  on  24  November  1999, declared,  paid  or  made  or
             proposed  to declare, pay or make any bonus, dividend  or  other
             distribution whether payable in cash or otherwise, other than  a
             distribution by any wholly-owned subsidiary of Waddington;

      (iii) made,  authorised  or  proposed  or  announced  an  intention  to
             propose  any merger, demerger, acquisition, disposal or transfer
             of  assets  (other than in the ordinary course  of  trading)  or
             shares;
      
      (iv)  made,  authorised  or  proposed or  announced  its  intention  to
             propose any change in its share or loan capital;

      (v)   issued,  authorised  or proposed the issue of any  debentures  or
             (save   in  the  ordinary  course  of  business)  incurred   any
             indebtedness  or contingent liability which is material  in  the
             context of the Wider Waddington Group taken as a whole;
      
      (vi)   entered  into, varied or terminated, or authorised, proposed  or
              announced  its  intention to enter into, vary or terminate  any
              arrangement,  contract  or commitment (whether  in  respect  of
              capital  expenditure or otherwise) which is of a long  term  or
              unusual nature or which involves or could involve an obligation
              of  a  nature or magnitude which is material in the context  of
              the Wider Waddington Group taken as a whole;

      (vii) entered  into  or varied the terms of any service agreement  with
             any director or senior executive;

      (viii)disposed  of  or transferred, mortgaged or encumbered any  assets
             or any right, title or interest in any asset or entered into any
             contract,    transaction,   reconstruction,   amalgamation    or
             arrangement  otherwise than in the ordinary course  of  business
             which  would be material in the context of the Wider  Waddington
             Group taken as a whole;

      (ix)  entered into any contract or other transaction otherwise than  in
             the  ordinary course of business which would be material in  the
             context of the Wider Waddington Group taken as a whole;

      (x)   proposed  any voluntary winding up or had any order made for  its
             winding-up    (voluntary   or   otherwise),    dissolution    or
             reorganisation   or   for  the  appointment   of   a   receiver,
             administrator,  administrative  receiver,  trustee  or   similar
             officer of all or any of its assets and revenues;

      (xi)  waived  or compromised any claim which would be material  in  the
             context of the Wider Waddington Group taken as a whole;

      (xii) made  or  agreed  or consented to any significant change  to  the
             terms  of  the  trust  deeds constituting  the  pension  schemes
             established  for  its  directors and/or employees  and/or  their
             dependants  or to the benefits which accrue, or to the  pensions
             which   are  payable  thereunder,  or  to  the  basis  on  which
             qualification for or accrual or entitlement to such benefits  or
             pensions  are  calculated or determined, or to  the  basis  upon
             which  the  liabilities  (including pensions)  of  such  pension
             schemes  are  funded  or made, or agreed or  consented  to,  any
             change to the trustees;

      (xiii)entered  into  an  agreement which would or might  reasonably  be
             expected  to  result  in the restriction of  the  scope  of  the
             business of the Wider Waddington Group; or

      (xiv) entered into any contract, commitment or agreement or passed  any
             resolution  in  general  meeting with  respect  to  any  of  the
             transactions, matters or events referred to in this paragraph;

(j)   since  3  April  1999  (except as disclosed in the  Annual  Report  and
      Accounts  of Waddington for the year ended 3 April 1999 or as  publicly
      announced to the London Stock Exchange Company Announcements Office  by
      or  on  behalf of Waddington on or before 6 December 1999) there having
      been:

      (i)   no  material adverse change in the business, financial or trading
             position  or  profits or prospects of any member  of  the  Wider
             Waddington Group having occurred which would be material in  the
             context of the Wider Waddington Group taken as a whole;

      (ii)  no  material litigation, arbitration proceedings, prosecution  or
             other  legal  proceedings  having  been  threatened,  announced,
             instituted or remaining outstanding by, against or in respect of
             any  member of the Wider Waddington Group or to which any member
             of  the  Wider Waddington Group is a party (whether as plaintiff
             or  defendant  or otherwise) and no investigation by  any  Third
             Party  or other investigative body against or in respect of  any
             member  of  the  Wider Waddington Group having been  threatened,
             announced, instituted or remaining outstanding by, against or in
             respect of any member of the Wider Waddington Group which  would
             be  material in the context of the Wider Waddington Group  taken
             as a whole; and

      (iii) no  contingent  or other liability having arisen which  might  be
             likely  materially  and adversely to affect any  member  of  the
             Wider Waddington Group which would be material in the context of
             the Wider Waddington Group taken as a whole;

(k)     Mansfield not having discovered that:

      (i)   any  financial, business or other information publicly  disclosed
             at  any  time  by  any member of the Wider Waddington  Group  is
             misleading,  contains a misrepresentation of fact  or  omits  to
             state a fact necessary to make the information contained therein
             not misleading;

      (ii)  any  member  of  the  Wider Waddington Group is  subject  to  any
             liability,  contingent or otherwise, which is not  disclosed  in
             the  Annual Report and Accounts of Waddington for the year ended
             3 April 1999 or as publicly announced which would be material in
             the context of the Wider Waddington Group taken as a whole;

      (iii) any  past or present member of the Wider Waddington Group has not
             complied with all applicable legislation or regulations  of  any
             jurisdiction  with regard to the disposal, discharge,  spillage,
             leak  or emission of any waste or hazardous or harmful substance
             or  any substance likely to impair the environment or harm human
             health or otherwise relating to environmental matters, which non-
             compliance  would  be  likely  to give  rise  to  any  liability
             (whether actual or contingent) or cost on the part of any member
             of  the  Wider Waddington Group which would be material  in  the
             context of the Wider Waddington Group taken as a whole; or
      
      (iv)  there  is  or  is likely to be any liability (whether  actual  or
             contingent)  to make good, repair, re-instate or  clean  up  any
             property now or previously owned, occupied or made use of by any
             past  or present member of the Wider Waddington Group under  any
             environmental legislation, regulation, notice, circular or order
             of any Third Party which would be material in the context of the
             Wider Waddington Group taken as a whole.


Mansfield  reserves the right to waive all or any of conditions  (d)  to  (k)
inclusive,  in whole or in part.  The Offer will lapse unless all  the  above
conditions  are  fulfilled  or  (if  capable  of  waiver)  waived  or,  where
appropriate,  determined by Mansfield to have been  or  remain  satisfied  by
midnight  on  the day which is 21 days after the later of the  First  Closing
Date and the date on which the Offer becomes or is declared unconditional  as
to  acceptances (or such later date as Mansfield may, with the consent of the
Panel, decide).  Mansfield shall be under no obligation to waive or treat  as
fulfilled any of conditions (d) to (k) inclusive by a date earlier  than  the
date  specified  above  for the fulfilment thereof notwithstanding  that  the
other  conditions of the Offer may at such earlier date have been  waived  or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.

If  Mansfield  is required by the Panel to make an offer or  offers  for  any
Waddington  Shares  under  Rule  9  of the  Code,  Mansfield  may  make  such
alterations to the above conditions as are necessary to comply with Rule 9 of
the Code.

If  before  the  First  Closing  Date or the  date  when  the  Offer  becomes
unconditional  as to acceptances (whichever is the later) the acquisition  of
Waddington is referred to the Competition Commission the Offer will lapse.

As used in this Appendix:

      'Wider   Mansfield   Group'   means  Mansfield   and   its   subsidiary
      undertakings,  associated undertakings and any  other  undertakings  in
      which  Mansfield  and such undertakings (aggregating  their  interests)
      have a substantial interest;
             
      'Wider   Waddington   Group'  means  Waddington  and   its   subsidiary
      undertakings,  associated undertakings and any  other  undertakings  in
      which  Waddington  and such undertakings (aggregating their  interests)
      have a substantial interest; and
             
      for  these  purposes 'subsidiary undertaking', 'associated undertaking'
      and  'undertaking'  have the meanings given by the Companies  Act  1985
      (but  for these purposes ignoring paragraph 20(1)(b) of Schedule 4A  to
      the  Companies Act 1985) and 'substantial interest' means a  direct  or
      indirect  interest  in  20%  or  more  of  the  equity  capital  of  an
      undertaking.


2.    CONDITIONS OF THE 6% PREFERENCE SHARE OFFER

The  6%  Preference Share Offer will be conditional on the Offer becoming  or
being declared unconditional in all respects.

3.    CONDITIONS OF THE 8% PREFERENCE SHARE OFFER

The  8%  Preference Share Offer will be conditional on the Offer becoming  or
being declared unconditional in all respects.


                                APPENDIX III

                      SOURCES AND BASES OF CALCULATION


1       Unless otherwise stated

      (i)   financial  information relating to Waddington has been  extracted
             from  the  relevant published audited Annual Report and Accounts
             of  Waddington and/or the published, unaudited, Interim  Results
             of Waddington and/or other public statements made by Waddington;
             and

      (ii)  financial  information relating to Mansfield has  been  extracted
             from  the  relevant published audited Annual Report and Accounts
             of Mansfield and/or the published, unaudited, Interim Results of
             Mansfield and/or other public statements made by Mansfield.
             
2     The  total  issued share capital of Waddington as at  6  December  1999
      amounts to 106,162,312 Waddington Shares.
3     The  market  value of a Waddington Share is based on the  closing  mid-
      market  price (as derived from the Daily Official List) of 218.5  pence
      for  a Waddington Share on 6 December 1999, the last business day prior
      to the announcement of the Offer.
4     The offer premium over the Waddington Share price on 17 September 1999,
      the last business day prior to the day on which Waddington announced it
      was  in talks in relation to a possible offer for Waddington, is  based
      on  the  closing  mid-market price (as derived from the Daily  Official
      List)  of  202 pence per Waddington Share at the close of  business  on
      that day.
5.    The  market  value  of a Mansfield Share is based on the  closing  mid-
      market price (as derived from the Daily Official List) of 7 pence for a
      Mansfield Share on 6 December 1999, the last business day prior to  the
      announcement of the Offer.

                                 APPENDIX IV

Definitions

The  following  definitions apply throughout this press  release  unless  the
context requires otherwise.

'City Code' or 'Code'             The City Code on Takeovers and Mergers

'Companies Act'                   the Companies Act 1985 (as amended)

'Daily Official List'             the Daily Official List of the London Stock
                                  Exchange

'Directors' or 'Board'            the directors of Mansfield

'Forms of Acceptance'             the   forms  of  acceptance,  election  and
                                  authority  relating to the  Offer  and  the
                                  Preference Share Offers

'HSBC'                            HSBC Investment Bank plc

'Independent Directors'           the  independent directors  of  Waddington,
                                  namely  Dr John Hollowood, Michael Abrahams
                                  and David Sykes

'London Stock Exchange'           the London Stock Exchange Limited

'Mansfield'                       John Mansfield Group PLC

'Mansfield Group' or 'Group'      Mansfield and its subsidiary and associated
                                  undertakings   and,   where   the   context
                                  permits, each of them

'Mansfield Shares'                ordinary  shares of one pence each  in  the
                                  capital of Mansfield

'Mansfield Shareholders'          holders of Mansfield Shares

 'New Mansfield Shares'           new shares of one pence each in the capital
                                  of Mansfield to be issued credited as fully
                                  paid pursuant to or in connection with  the
                                  Offer

'Offer'                           the  agreed  offer to be made by  HSBC,  on
                                  behalf of Mansfield, to acquire all of  the
                                  Waddington Shares on the terms and  subject
                                  to the conditions set out or referred to in
                                  the  Offer  Document, including, where  the
                                  context   so   requires,   any   subsequent
                                  revision,  variation, extension or  renewal
                                  thereof

'Offers'                          the  Offer,  the 6% Preference Share  Offer
                                  and the 8% Preference Share Offer

'Offer Document'                  the  offer  document  to  be  addressed  to
                                  Waddington  Shareholders  and  holders   of
                                  Waddington  Preference Shares in connection
                                  with the Offers

'Official List'                   the  Official  List  of  the  London  Stock
                                  Exchange

'Panel'                           The Panel on Takeovers and Mergers

'Preference Share Offers'         the  6%  Preference Share Offer and the  8%
                                  Preference Share Offer

'6% Preference Share Offer'       the  offer to be made by HSBC on behalf  of
                                  Mansfield  to  acquire  all  the   existing
                                  issued Waddington 6% Preference Shares and,
                                  where  the context requires, any subsequent
                                  revision,  variation, extension or  renewal
                                  thereof

'8% Preference Share Offer'       the  offer to be made by HSBC on behalf  of
                                  Mansfield  to  acquire  all  the   existing
                                  issued Waddington 8% Preference Shares and,
                                  where  the context requires, any subsequent
                                  revision,  variation, extension or  renewal
                                  thereof

'Schroders'                       J. Henry Schroder & Co. Limited

'UK' or 'United Kingdom'          the  United  Kingdom of Great  Britain  and
                                  Northern Ireland

'UKAV'                            UKAV Continuation Fund, Inc

'US' or 'USA' or 'United States'  the   United   States   of   America,   its
                                  possessions and territories, any  state  of
                                  the   United  States  of  America  and  the
                                  District  of Columbia, and all other  areas
                                  subject to its jurisdictions

'Waddington' or 'Company'         Waddington PLC

'Waddington Group'                Waddington    and   its   subsidiary    and
                                  associated  undertakings,  and  where   the
                                  context permits, each of them

'Waddington Preference            holders of  Waddington 6% Preference Shares
Shareholders'                     and/or Waddington 8% Preference Shares

'Waddington Preference Shares'    the Waddington 6% Preference Shares and the
                                  Waddington 8% Preference Shares

'Waddington 6% Preference Shares' the  existing unconditionally  allotted  or
                                  issued   and   fully  paid  6%   cumulative
                                  preference shares of £1 each in the capital
                                  of Waddington

'Waddington 8% Preference Shares' the  existing unconditionally  allotted  or
                                  issued   and   fully  paid  8%   cumulative
                                  preference shares of £1 each in the capital
                                  of Waddington

'Waddington Share Option Schemes' the   Waddington  Executive  Share   Option
                                  Scheme   1985,  the  1995  Inland   Revenue
                                  Approved Executive Share Option Scheme, the
                                  Executive  Share  Option Scheme  1996,  the
                                  Incentive   Stock  Option   Plan   for   US
                                  Executives  and  the Savings-Related  Share
                                  Option Scheme

'Waddington Shareholders'         holders of Waddington Shares

'Waddington Shares'               the  existing unconditionally  allotted  or
                                  issued and fully paid ordinary shares of 25
                                  pence each in the capital of Waddington and
                                  any   further   such   shares   which   are
                                  unconditionally allotted or issued prior to
                                  the date on which the Offer closes (or such
                                  earlier date, as Mansfield may, subject  to
                                  the provisions of the City Code, determine)


                                                                                                                                                                                                

a d v e r t i s e m e n t