NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA,    
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                                                                    5 June 2003

                          Somerfield plc Announcement                          

                         Response to Amended Proposal                          

On 23 April 2003 the Board of Somerfield announced that it had considered a
conditional proposal relating to a possible offer for the company from Messrs.
Lovering and Mackenzie. The value indicated in the proposal was 103 pence per
share and it was conditional on a number of matters. The Board, having met its
advisers, concluded unanimously that the proposal substantially undervalued
Somerfield.

On 3 June 2003 Somerfield received an amended proposal from Messrs. Lovering
and Mackenzie with an indicative price of 120 pence per share, again subject to
various conditions including: due diligence; unanimous approval of the
Somerfield Board; financing; exclusivity and OFT clearance for J Sainsbury plc
to acquire a large number of pre-selected Somerfield stores.

The Board, together with its advisers, has reviewed the amended proposal and
unanimously concluded that it undervalues the company substantially. Moreover,
the Board believes that the proposal presents considerable risks to the
business. In reaching this conclusion, the Board has considered the potential
to create substantial shareholder value through the implementation of the
strategic plan referred to in the trading update on 9 May 2003. The Board has
also taken into account the strong asset backing per share, the strong balance
sheet and the considerable underlying value of the Group's property portfolio.

The Company will announce its results for the year ending 26 April 2003 on 2
July 2003 when further details on the strategic plan and the property portfolio
will be provided.

John von Spreckelsen, Executive Chairman, commented: "This latest approach
substantially undervalues our business. We have strong brands in Somerfield and
Kwik Save, a solid strategy for delivering shareholder value and excellent
prospects. The strategy is underpinned by a very strong balance sheet and a
valuable property portfolio."

Enquiries:

Cubitt Consulting:                                                             
                                                                               
Fergus Wylie                 020 7367 5100                                     

The Directors of Somerfield accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the Directors
(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 contain anything likely to affect the import of such information.

Dresdner Kleinwort Wasserstein and Deutsche Bank are acting for Somerfield and
for no-one else in connection with the potential offer for Somerfield and will
not be responsible to anyone other than Somerfield for providing the
protections afforded to clients of Dresdner Kleinwort Wasserstein or Deutsche
Bank or for providing advice in relation to such potential offer.



END