Provend Group PLC - Offer Wholly Unconditnl, etc

RNS No 9149r
PROVEND GROUP PLC
30th March 1999


   NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA,
                              AUSTRALIA OR JAPAN
                                       
                            RECOMMENDED CASH OFFER
                            BY BUNZL PLC ("BUNZL")
                       FOR PROVEND GROUP PLC ("PROVEND")
                                       
                      OFFER UNCONDITIONAL IN ALL RESPECTS
                                       
Bunzl  announces that all conditions of its Offer for Provend  have  now  been
satisfied  or  waived  and the Offer has been declared  unconditional  in  all
respects.  The Offer will remain open for acceptance until further notice.

As  at  3.00  p.m. on 29 March 1999, valid acceptances of the Offer  had  been
received  in  respect of 14,928,261 Provend Shares, representing approximately
86.4  per  cent. of the issued share capital of Provend.  Of these,  elections
under  the   Loan Note Alternative have been received in respect of  1,004,947
Provend  Shares, representing approximately 5.8 per cent. of the issued  share
capital  of  Provend.   Accordingly Loan Notes will  be  issued  to  accepting
Provend Shareholders who have validly elected for the Loan Note Alternative.

Provend  Shareholders who wish to accept the Offer but have not  yet  returned
their Forms of Acceptance should do so as soon as possible.

Prior  to  making  the Offer, Bunzl had received irrevocable  undertakings  to
accept   the  Offer  from  the  directors  of  Provend  and  certain   Provend
Shareholders   in   respect   of  10,698,779  Provend   Shares,   representing
approximately 61.9 per cent. of the issued share capital of Provend.  Save  as
disclosed above, neither Bunzl nor any person acting in concert with  it  held
any  Provend  Shares (or rights over Provend Shares) prior to the commencement
of the Offer Period, nor has any such person acquired or agreed to acquire any
Provend Shares (or rights over Provend Shares) since that time.

The Offer has not been made, directly or indirectly, in or into, or by use  of
the  mails  of,  or  by  any  means  or  instrumentality  (including,  without
limitation,  electronic mail, facsimile transmission, telex or  telephone)  of
interstate  or foreign commerce of, or any facilities of a national securities
exchange  of, the United States of America, nor has it been made  in  or  into
Canada, Japan or Australia and the Offer is not capable of acceptance  by  any
such  use, means, instrumentality or facility or from within the United States
of America, Canada, Japan or Australia.

Terms  defined in the offer document dated 8 March 1999 have the same  meaning
in this press announcement.

For further information contact:

Bunzl
Anthony Habgood                                                0171 495 4950
David Williams                                                 0171 495 4950


This  announcement,  which  is  the sole responsibility  of  Bunzl,  has  been
approved  by KPMG Corporate Finance solely for the purposes of Section  57  of
the Financial Services Act 1986.

KPMG  Corporate Finance, a division of KPMG which is authorised  to  carry  on
investment  business by the Institute of Chartered Accountants in England  and
Wales,  is  acting for Bunzl and no one else in connection with the Offer  and
will  not  be  responsible  to  anyone other  than  Bunzl  for  providing  the
protections  afforded to customers of KPMG Corporate Finance  nor  for  giving
advice in relation to the Offer.


END


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