DCR Defined Cap.

RNS No 2930q                               
DEAN CORPORATION PLC
5th November 1998 
 
        DEAN CORPORATION PLC ("DEAN" or the "COMPANY")
 
            Acquisition of IPM Engineering Limited
 Demerger of Dean Homes Limited and Speymill Contracts Limited
             Amendment of the Share Option Scheme
     Change of name to Environmental Property Services plc
                       (the "Proposals")
 
 
The rationale for the Proposals is that they:
 
*     facilitate the continued development of a highly focused
  environmental property services group.
 
*       enable   Dean's   separate   businesses   to   develop
  independently  in  their differing  markets  and  to  pursue
  separate objectives and business strategies.
 
*    allow shareholders to value Dean's separate businesses on
  the basis of the performance and prospects of each.
 
*     provide  a greater focus of management and employees  on
  their own areas of business and expertise.
 
 
The principal features of the Proposals are:-
 
-    the announcement today of the proposed acquisition of IPM
     Engineering Limited ("IPM").
 
-    the   proposed  demerger  of  two  of  Dean's  subsidiary
     companies,  Dean  Homes  Limited  ("Dean")  and  Speymill
     Contracts  Limited ("Speymill") into a separately  quoted
     company (the "Demerger").
 
Pursuant  to  the  Demerger  the Company's  housebuilding  and
specialist property contracting activities will be transferred
to   a   new  company,  Artisan  (UK)  plc  ("Artisan"),   and
application will be made for Artisan's issued share capital to
be admitted to trading on the Alternative Investment Market of
the London Stock Exchange ("AIM").
 
As  a result of the implementation of the Proposals, the Board
believes that the Company will be more highly focused  in  the
field  of  facilities management of mechanical and engineering
services.   It  is  therefore proposed that the  name  of  the
Company  be  changed  to Environmental Property  Services  plc
("EPS") to reflect this focus.
 
Stephen Dean, Peter So and Norman Saunders have been appointed
as  directors  to  the  Board of Artisan and  Norman  Saunders
resigned as a non-executive Director of Dean with effect  from
4  November  1998.   Dean is also taking this  opportunity  to
amend the terms of the existing Share Option Scheme.
 
The  Directors  believe  the  Proposals  to  be  in  the  best
interests of the Dean shareholders as a whole and will  better
enable the businesses of EPS and Artisan to develop.
 
The  Proposals are subject to the passing by Dean shareholders
of  certain  resolutions at an extraordinary  general  meeting
which  it  is  proposed will be held at the  end  of  November
("EGM").  Details of the Proposals, including  the  notice  of
EGM,  will  be  set  out in a circular  to  be  sent  to  Dean
shareholders shortly.
 
Proposals including the notice of EGM
 
Details of the Proposals will be set out in the circular to be
sent to Dean shareholders shortly.
 
Acquisition of IPM
 
The  Directors  intend to achieve growth  in  the  shareholder
value  of  EPS both organically and through acquisitions.   To
this  end,  the  Directors have identified IPM as  a  business
which it is anticipated will contribute to such growth.
 
The  Company  has  entered into an agreement  to  acquire  IPM
subject  to approval by Dean shareholders for a maximum  total
consideration  of #2,750,000.  The initial cash  consideration
is  #1,250,000 (subject to adjustment if the net assets of IPM
at  completion  of  the  acquisition are  more  or  less  than
#500,000)  and  this  will  be  satisfied  in  cash  from  the
Company's  existing  resources.  In  addition,  5,000,000  EPS
Shares  will be issued to the vendors of IPM on completion.  A
further  cash  payment of up to #1,000,000, depending  on  the
financial performance of IPM for the 20 months to 31  December
1999,  will be due on or before 30 June 2000.  Under the terms
of the IPM Acquisition the maximum level of consideration will
be  due  in the event that IPM reports pre-tax profits of  not
less  than  #1,190,476 for the 20 month period to 31  December
1999.
 
Details on IPM
 
IPM  provides planned and responsive maintenance for  heating,
air-conditioning  and electrical services  in  commercial  and
residential buildings.  These services are provided through  a
mobile  team  of  engineers and include a  24  hour  call  out
facility.
 
IPM's  principal  clients are the Employment Services  Agency,
the  London  Boroughs of Tower Hamlets, Lambeth, Lewisham  and
Croydon and the London Fire and Civil Defence Authority.
 
In  the  year  to  30 April 1998 IPM made pre-tax  profits  of
#266,000 on turnover of #2.9 million.  As at that date IPM had
total net assets of #349,000.
 
Demerger of Dean Homes and Speymill
 
Artisan  (UK)  plc  is  a  new company  incorporated  for  the
purposes  of the Demerger and will be the holding company  for
Dean  Homes  and Speymill.  Application will be made  for  the
admission of the issued share capital of Artisan to trading on
AIM.   As  part  of  the  Demerger Dean shareholders  will  be
entitled to receive shares in Artisan.
 
The   Directors  believe  that  the  Demerger  will   increase
shareholder  value by enabling each of the EPS Group  and  the
Artisan  Group to be more appropriately valued.  The Directors
believe the other principal benefits of the Demerger to be:
 
*     the  creation,  through EPS, of a focused  environmental
  property services group;
 
*     the  ability  of  each  of EPS and  Artisan  to  develop
  separately and to pursue and implement their separate business
  objectives  and address their own financial and  operational
  requirements; and
 
*     greater  focus of management and employees on their  own
  areas of business and expertise.
 
 
The Artisan Group
 
Following  the Demerger, the Artisan Group will  comprise  the
housebuilding  business  of  Dean  Homes  and  the  specialist
property contracting services of Speymill.
 
Dean  Homes is a building company engaged in housebuilding  on
its  own  account, as a contractor and as a builder of  social
and  sheltered  housing as well as the building of  commercial
property.   Its operations are primarily concentrated  in  the
Cambridgeshire area.
 
Speymill  was  acquired by Dean in 1996 and provides  property
refurbishment services to public house and restaurant  groups.
Speymill's  clients include Bass Leisure Retail Limited,  Mill
House  Inns  (Trading)  Limited, Allied Domecq  Inns  Limited,
Scottish  & Newcastle Retail Limited and The Old Monk  Company
plc.
 
The Board of Artisan will comprise:
 
Stephen Dean       (Chairman)
Alan Brookes       (Executive Director)
Christopher        (Finance Director)
Musselle
Norman Saunders    (Non-executive Director)
Peter So           (Non-executive Director)
 
Under the terms of his service agreements with the Company and
Artisan, Stephen Dean will divide his time equally between the
two companies.
 
Dean  Homes made a profit before tax of #749,000 in  the  year
ended  31  December 1997 and had total net assets as  at  that
date  of  #178,000.   Speymill made a  profit  before  tax  of
#351,000 in the same period and had total net assets as at  31
December 1997 of #288,000.
 
The Demerger will be effected by Dean declaring a dividend  in
specie  involving the transfer of ownership of Dean Homes  and
Speymill to Artisan and the issue of new shares by Artisan  to
the holders of Dean ordinary shares as at the date of the EGM.
The  new shares in Artisan will be issued on the basis of  one
Artisan  Share for every Dean ordinary share held.   Following
the  Demerger  therefore, Dean shareholders will retain  their
existing ordinary shares and will receive an equivalent number
of new Artisan shares.
 
UK Inland Revenue approval has been received for the Demerger.
The   proposed  distribution  of  shares  in  Artisan   should
therefore be free of UK taxes on income and capital gains.
 
The  Demerger  is conditional on the satisfaction  of  certain
conditions including the approval of Dean shareholders at  the
EGM.
 
Employee share schemes
 
The  Dean  Corporation PLC Executive Share Option Scheme  (the
"Share  Option  Scheme") will continue in force following  the
Demerger for employees of EPS.
 
Amendment of the Share Option Scheme
 
However,  in  order  to  incentivise service  management,  the
Directors wish to make certain amendments to the rules of  the
Share  Option  Scheme.  Full details relating to the  proposed
amendments to the Share Option Scheme will be set out  in  the
document to be sent to Dean shareholders.
 
The proposed amendments to the Share Option Scheme are subject
to the approval of Dean shareholders at the EGM.
 
Change of Name
 
To  reflect  the Company's greater focus on the  provision  of
property  services following the Demerger and the  acquisition
of IPM, the Directors propose that the name of Dean be changed
to  Environmental  Property  Services  plc  with  effect  from
completion  of the Demerger. The proposed change  of  name  is
subject to the approval of Dean shareholders at the EGM.
 
The EPS Group
 
The  acquisition of Castellain Limited, and the businesses  of
Headel plc and Beechmore Electrical Company Limited earlier in
the  year  extended  Dean's maintenance activities  away  from
purely local authorities and towards commercial clients.   The
acquisition  of  IPM  will add to the responsive  and  planned
maintenance  activities of the EPS group by providing  further
resources.    The  Directors  believe  that  these  additional
resources  will  enable  the EPS  group  to  develop  a  fully
integrated  maintenance  and  installation  business  covering
environmental and building services.
 
Following the Demerger the Board of EPS will be as follows:
 
Stephen Dean  (Chairman)
David         (Group          Managing
Anderson      Director)
Peter Holmes  (Finance Director)
Peter So      (Non-executive
              Director)
 
It  is  the  Board's intention to appoint a new  non-executive
director to the Board of Dean as soon as practicable.
 
Current Trading and Future Prospects
 
In  the Company's interim statement of 8 September 1998 it was
stated  that  the  Board is of the view  that  the  market  in
property services remains strong.  The results for the  period
since the interim statement are in line with expectations  and
the Board expects a satisfactory outcome for the full year.
 
The Board of Dean sees opportunities for growth in each of its
markets   in  both  the  private  and  public  sectors.    The
acquisition  of IPM increases the resources available  to  the
EPS  group within the M25 and, although this will continue  to
be the main focus for organic growth, and the Board expects to
consider  other  opportunities to broaden  EPS's  geographical
base in the future.
 
Subscription for Ordinary Shares
 
Future  Match Limited (which currently owns 20.2 per cent.  of
the  issued  share  capital  of the  Company)  has  agreed  to
subscribe  for  a  further 1,200,000 ordinary  shares  in  the
Company at a subscription price of 10p per ordinary share (the
"Subscription  Shares").  The subscription is  conditional  on
completion  of the acquisition of IPM and on the  Subscription
Shares  being  admitted to listing on the Official  List.   If
such  conditions are met, Future Match Limited will hold 20.13
per cent. of the issued share capital of the Company following
the Demerger and the acquisition of IPM.
 
Enquiries:
 
Dean Corporation plc               01480 436 666
Stephen Dean, Chairman             Mobile: 0385 938 782
David   Anderson,  Group  Managing 
Director
                                   
Teather & Greenwood                0171 426 9000
Russell Cook                       
Peter Trevelyan Clark
                                   
Boswell City Financial PR Ltd      0171 583 2001
Glenda Boswell                     Mobile: 0468 235 735
Maxine Barnes                      Mobile: 0860 489 071
 
Teather  &  Greenwood  Limited  which  is  regulated  by   The
Securities  and Futures Authority Limited and is a  member  of
the  London Stock Exchange, is acting for Dean Corporation plc
and  no one else in connection with the Proposals and will not
be  responsible to anyone other than Dean Corporation plc  for
providing  the  protections afforded to its customers  or  for
providing advice in relation to the Proposals.
 
The  directors  of Dean Corporation plc accept  responsibility
for  the information contained in this announcement.   To  the
best  of the knowledge and believe of the directors (who  have
taken all reasonable care to ensure that such is the case) the
information  contained in this document is in accordance  with
the  facts  and  does not omit anything likely to  affect  the
import of such information.
 
END

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