Fieldens PLC - Re Directorate, etc

RNS No 0425j
FIELDENS PLC
30th July 1998


PROPOSED BOARD CHANGES 

The Board of Fieldens plc is pleased to announce that the Company has entered
into an agreement with Derek Bonham and Andrew Arends whereby Messrs Bonham
and Arends have become chairman and chief executive respectively. 

The agreement also provides for Messrs Bonham and Arends (the 'new directors')
each to purchase 747,500 ordinary shares in the Company, at a price of 23p a
share. The 1,495,000 shares being purchased are currently held by John and
Barbara Fielden and represent 29.9% of the Company's current issued ordinary
share capital.  Following such disposal the Fielden family would remain
interested in 1,588,480 ordinary shares representing 31.8% of the Company's
current issued ordinary share capital.  The agreement also provides for the
Fielden family to transfer to the Company for nil consideration the 950,000
convertible preference shares currently held by them.

The Board has also agreed that the new directors will be granted options to
subscribe for up to a total of 1,000,000 new ordinary shares in the Company at
28p per share, exercisable at any time during the four years following the
completion of the purchase of shares from the Fielden family ("completion"). 
This represents a further 15.0% (excluding the conditional options set out
below) of the issued ordinary share capital on a fully diluted basis.  The
exercise price represents a 33% premium to the mid-market price in May 1998 of
21p when discussions between the parties commenced.  Further options over 1.7
million shares at 28p will be granted to the new directors conditional on a
major transaction being completed, 1 million being exercisable at any time
during the four years following completion and 700,000 at any time during the
five years following completion.

Derek Bonham and Andrew Arends have a great deal of experience in managing
businesses and intend to take advantage of the Company's quoted status to
develop, by acquisition, a significant industrial group.  Mr Bonham said "This
is a first step on the road to converting Fieldens into a growing and
profitable industrial group.  In the process we intend to create significant
shareholder value." 

Derek Bonham was Chief Executive and Deputy Chairman of Hanson plc and is
currently Chairman of Imperial Tobacco Group plc, Deputy Chairman of Newsquest
PLC and a non-executive director of Glaxo-Wellcome plc. He recently resigned
as Chairman of The Energy Group plc following its acquisition by Texas
Utilities. Mr Bonham is a chartered accountant. Andrew Arends was Corporate
Development Manager at Hanson plc and was also Corporate Development Director
at Bunzl plc. A former Financial Times journalist, he was educated at Oxford
and Harvard Universities.  He is a member of the New York Bar.

Mr Robert Steel, who was appointed Chairman of Fieldens last year, said, "the
acquisition of a strategic stake in Fieldens by Derek Bonham and Andrew Arends
is an exciting new step in the history of the company. Both bring considerable
experience to the Group and a strong commitment to its future development". Mr
Steel will remain on the board as a non-executive director. Further board
appointments will be announced shortly.

The Board believes that the new directors will be able to take the Company
forward more rapidly than might otherwise be the case given its present
limited resources, and that a number of attractive opportunities may result
from the board changes. In this context the Board considers it in the best
interests of the Company to grant the new options referred to above, as these
will act as an incentive to the new directors to maximise the Company's share
price in the medium term and to achieve significant growth by acquisition.

The Board has agreed that Messrs Bonham and Arends will each receive initial
remuneration of #10,000 per annum.

Fieldens is an agricultural equipment business, listed on the Alternative
Investment Market.  The original business will continue to be run by its
existing management team.  The new management team intend to obtain a full
stock exchange listing at the earliest appropriate moment.

A circular letter to shareholders will be sent containing giving details of
the above proposals.

Enquiries:

Aviva Gershuny-Roth                             0171-647-3200
Anthony Cardew     Cardew & Co                  0171-930-0777

Bob Steel          Fieldens plc                 01449-675 071

Graham Shore       Shore Capital and Corporate  0171-734-7293


Andrew Arends is presently a director of the British-American Drama Academy
and over the last five years he has been a director of Bunzl Disposables UK
Limited and
Linton Packaging Limited 

Derek Charles Bonham is presently a director of:

The Energy Group PLC 
Glaxo Wellcome plc
Hanson Pension Trustees Limited
I-Fax Limited
Imperial Tobacco Group PLC
Newsquest plc
Newzeco Limited

Over the last five years he has been a director of the following:

Tillotson Motors (Sales) Limited
Borislane Limited
Butterley Brick Investments (No 1) Limited
Butterley Brick Investments (No 2) Limited
Cheval Securities Limited
City & St James's Property Company Limited
Consolidated Gold Fields Limited
Hanson Amalgamated Industries Limited
Hanson Brick Company Limited
Hanson (CGF) Finance Limited
Hanson (CGF) Holdings Limited
Hanson (CGF) (No 1) Limited
Hanson (CGF) (No 2) Limited
Hanson Finance (UK) PLC
Hanson Funding (A) PLC
Hanson Funding (B) PLC
Hanson Funding (No 5) PLC
Hanson Funding (No 6) PLC
Hanson Funding (No 7) PLC
Hanson Funding (No 8) PLC
Hanson Funding (No 9) PLC
Hanson Industrial Services Limited
Hanson Investments Limited
Hanson Overseas Corporation Limited
Hanson Retail Limited
Hanson Trust Limited
Hartsholme Property Limited
HK Holdings (No 1) Limited
HK Holdings (No 2) Limited
Imperial Group Limited
Jacuzzi Finance Limited
Jacuzzi Investments Limited
Oswald Tillotson Limited
Pallbury Limited
Reedopen Limited
Templemead Investment Co Limited
Topstatic Limited
UDS Holdings (1) Limited
Wiles Securities Limited
Hanson Funding (C) PLC (in vol. liq.)
Hanson Funding (D) PLC (in vol. liq.)
Viewgrove Investments Limited
Hanson Overseas Holdings Limited
U.S. Industries, Inc. (USA)
Air Hanson Limited
Air Hanson Aircraft Sales Limited
Air Hanson Engineering Limited
Air Hanson Helicopter Sales Limited
British Agricultural Services Limited
Cheval (No 1) Limited
Hanson Building Holdings Limited
Hanson Consumer Limited
Hanson Finance PLC
Hanson Financial Services Limited
Hanson Holdings (1) Limited
Hanson Industrial Limited
Hanson International Holdings Limited
Hanson International Management Services Ltd
Hanson Overseas Limited
HB Acquisitions PLC
Marnee Limited
Morebeat Limited
Tillotson Commercial Motors Limited
Tillotson Commercial Vehicles Limited
VC Corporation Limited
Millenium Chemicals Inc. (USA)
Hanson PLC
Peabody Holding Company, Inc (USA)


END

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