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Waddington PLC (WDJ)

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Tuesday 01 February, 2000

Waddington PLC

John Mansfield Group Offer Wholly Unconditional

Waddington PLC
1 February 2000

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


                                                          
                    John Mansfield Group PLC ('Mansfield')
                                       
                          Recommended Ordinary Offer
                                       
                       for Waddington PLC ('Waddington')
                                       
                          OFFER WHOLLY UNCONDITIONAL
                                       
                                       

Mansfield is pleased to announce that the recommended ordinary offer  made  by
HSBC  on  behalf of Mansfield to acquire the issued ordinary share capital  of
Waddington ('the Offer') has today been declared wholly unconditional  in  all
respects  and  will  remain open until further notice, all conditions  to  the
Offer having been fully satisfied or waived.

By  3.00  p.m. on 31 January 2000, the first closing date of the Offer,  valid
acceptances of the Offer had been received in respect of a total of 91,420,576
Waddington Ordinary Shares, representing approximately 86.1 per cent.  of  the
issued ordinary share capital of Waddington.

In  accordance with the terms of the Offer, the Mix and Match Election  closed
at  3.00  p.m. on 31 January 2000.  Holders of Waddington Ordinary Shares
validly accepting after such time and date will receive the basic terms of the
Offer.

Valid  elections for additional New Mansfield Shares under the Mix  and  Match
Election have been received in respect of 5,477,878 Waddington Ordinary Shares
(representing approximately 5.2 per cent. of the issued ordinary share capital
of  Waddington) and valid elections for additional cash have been received  in
respect  of  36,656,220 Waddington Ordinary Shares (representing approximately
34.5 per cent. of the issued ordinary share capital of Waddington).

Valid  elections under the Mix and Match Election for additional New Mansfield
Shares will be satisfied in full.

Valid elections under the Mix and Match Election for additional cash have been
scaled down pro rata.  Waddington Ordinary Shareholders who have made such  an
election  will  be  entitled  to  receive approximately  26.5  New  Mansfield
Ordinary  Shares  and  approximately 114.9 pence in cash for  each  Waddington
Ordinary Share in respect of which they made such election.

The  6%  Preference Share Offer and the 8% Preference Share  Offer  have  also
today  become wholly unconditional in all respects and will remain open  until
further notice.

Mansfield received irrevocable undertakings to accept the Offer from  Phillips
&  Drew  Fund Management Limited, Aberforth Partners and Aberforth Unit  Trust
Managers  Limited in respect of 13,308,840, 5,015,000 and 1,985,000 Waddington
Ordinary  Shares  respectively, representing in aggregate  19.1  per  cent  of
Waddington's issued ordinary share capital.

Valid  acceptances  have been received in respect of all  the  securities  the
subject  of irrevocable undertakings detailed above, all of which are included
above in the total of valid acceptances received as at 3.00 p.m. on 31 January
2000.   Save  as  disclosed  in this announcement  no  acceptances  have  been
received from persons acting in concert with Mansfield.

Save  as disclosed above, prior to the commencement of the offer period on  17
September  1999,  neither  Mansfield nor any person  acting  in  concert  with
Mansfield  held any Waddington Ordinary Shares (or rights over  such  shares).
Since  that date, other than as referred to herein, neither Mansfield nor  any
person acting in concert with Mansfield has acquired or agreed to acquire  any
Waddington Ordinary Shares (or rights over such shares) other than pursuant to
the Offer.

Terms  defined  in the Offer Document, dated 21 December 1999, have  the  same
meaning in this press release unless the context otherwise requires.

The  consideration payable to accepting holders of Waddington Ordinary  Shares
will be despatched within 14 days of 31 January 2000 in respect of acceptances
received by that date which are valid and complete in all respects, and within
14  days  of  the date of receipt of further acceptances which are  valid  and
complete  in all respects.  Listing of the New Mansfield Shares on the  London
Stock Exchange is effective from today.

Stuart Wallis,  Chairman of Mansfield, commented:

'We  are  delighted  with  the  result of the  Offer  and  I  encourage  those
shareholders  who  have not already done so to accept our  Offer  as  soon  as
possible.'

Press enquiries

John Mansfield Group PLC                           0207 553 1483
Stuart Wallis,  Chairman               
David Jones, Chief Executive
                                       
HSBC (Financial adviser and broker to Mansfield)   
Corporate Finance                                  0207 336 9000
Aidan Wallis                                       
Richard Probert                                    
                                                   
Corporate Broking                                  0207 336 9000
Heraclis Economides                                
                                       
The Maitland Consultancy                           0207 379 5151
William Clutterbuck                    

The directors of Mansfield accept responsibility for the information contained
in  this  announcement.   To  the best of the  knowledge  and  belief  of  the
directors of Mansfield (who have taken all reasonable care to ensure that such
is  the case), the information contained in this announcement is in accordance
with  the facts and does not omit anything likely to affect the import of such
information.

HSBC which is regulated by The Securities and Futures Authority Limited, is
acting exclusively for Mansfield and no one else in connection with the 
Offers and  will not be responsible to anyone other than Mansfield for
providing  the protections afforded to customers of HSBC or for giving advice
in relation  to the Offers.


                          

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