MATB Matisse Hlg Asd

RNS Number:4064T
Matthews(Bernard) PLC
1 November 2000


 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                         CANADA, JAPAN OR AUSTRALIA
                                      
         Press announcement for immediate release on 1 November 2000
                                      
                                      
       Bernard Matthews Holdings Limited - Recommended Cash Offer for
                            Bernard Matthews PLC

Bernard  Matthews Holdings Limited ("BMH") announces that it is today posting
the  Offer  Document in relation to the recommended Offer by HSBC  Investment
Bank  plc ("HSBC"), on behalf of BMH, to acquire all of the issued and to  be
issued  share  capital of Bernard Matthews PLC, other than the  approximately
42.2  per cent. of Bernard Matthews PLC's existing issued share capital which
BMH has conditionally agreed with the Matthews Family and the Management Team
to acquire separately outside of the Offer.

BMH  is a newly incorporated company established specifically for the purpose
of making the Offer, and will, following the Offer becoming or being declared
unconditional,  be  owned by the Matthews Family and by the  Management  Team
(David  J  Joll,  Noel F Bartram and Neil C Harrison, who are  the  executive
directors of Bernard Matthews PLC).

The  Offer  of 185 pence in cash, represents a premium of approximately  57.4
per cent. over the closing Middle Market Price of a Bernard Matthews Share on
15 May 2000, the day prior to the announcement by the Matthews Family that it
was  considering making an offer for Bernard Matthews PLC. A full  Loan  Note
Alternative is available.


          Commitment of the Matthews Family and the Management Team

On  26  October 2000, Sara Lee Corporation announced that it was  considering
whether  or not to make an offer for Bernard Matthews PLC. B T Matthews,  the
other Matthews Family members and, additionally, each of the Management  Team
have  no  intention of accepting any offer from Sara Lee Corporation  or  any
other  third  party.  However, in the unlikely event that an offer  from  any
third  party  became  unconditional, since B T Matthews, the  other  Matthews
Family members and the Management Team would then be minority shareholders in
Bernard Matthews PLC, they reserve the right to accept such an offer in these
circumstances.


         BMH is investigating the feasibility of a share alternative

The  board  of  BMH is investigating the feasibility of providing  a  partial
share  alternative to the cash consideration available under  the  Offer,  to
enable  Bernard Matthews Shareholders to share in the future  of  BMH  should
they  wish  to.  This proposal would be subject to a number of considerations
and  conditions (including tax clearances) and no commitment can be given  in
this regard at this time.

Acceptances of the Offer should be returned as soon as possible and,  in  any
event,  so  as  to  be received by 3.00 p.m. on 22 November 2000,  the  first
closing  date of the Offer. The procedure for acceptance is set  out  in  the
Offer Document.


Comments

Bernard Matthews, Chairman of BMH, commented:

"Our Offer represents a 57 per cent. premium to the market price of a Bernard
Matthews Share before it was announced that we were considering an offer.  We
are  also  looking at offering Bernard Matthews Shareholders a share  in  the
future of the business."

David Joll, Managing Director of BMH, commented:

"The Management Team are firmly behind the BMH Offer, which keeps the company
independent.  We  feel it is the best way forward for  the  company  and  its
staff, particularly in view of Sara Lee's recent results showing a continuing
decline in the profitability of their Food division."


Enquiries:                                                                   
                                                                             
Bernard Matthews Holdings Limited              020 7336 9000 (for today only)
B T Matthews                                                                 
David Joll                                                                   
                                                                             
HSBC                                                            020 7336 9000
Jeremy Prescott                                                              
Rupert Faure Walker                                                          
                                                                             
Citigate Dewe Rogerson                                                       
David Nolder                                   020 7336 9000 (for today only)
Simon Rigby                                                     020 7638 9571


The  Directors of Bernard Matthews Holdings Limited accept responsibility for
the  information  in  this announcement.  To the best of  the  knowledge  and
belief of the Directors of Bernard Matthews Holdings Limited (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.   This
announcement  has  been  approved for the  purposes  of  section  57  of  the
Financial Services Act 1986 by HSBC.

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

This  announcement is not being, and must not be, issued, mailed or otherwise
distributed to or sent in, into or from the United States, Canada,  Australia
or  Japan  and  persons  receiving this announcement  (including  custodians,
nominees  and trustees) must not distribute or send it in, into or  from  the
United States, Canada, Australia or Japan.

Save  for  the  information  herein,  as  at  31  October  2000  (the  latest
practicable  date prior to the printing of this document) there has  been  no
material change to the information contained in the Offer Document.

Terms  defined in the offer document dated and dispatched on 1 November  2000
have the same meanings in this announcement.

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