RNS Number:2840J
McLeod Russel Holdings PLC
27 March 2003


                           McLeod Russel Holdings PLC

     Announcement of an Unsolicited Third Party Approach and EGM Requisition


Unsolicited Third Party Approach

The Company announces that it has received an unsolicited approach containing
the outline terms of an indicative offer for the entire issued share capital of
the Company.

The Board understands that the prospective offeror is attracted by the potential
of the Company's European Clean Air and Liquid Filtration businesses.

The Board is currently considering the merits of this indicative offer and a
further announcement will be made as soon as practicable.



Extraordinary General Meeting

The Company also announces that it has been served with a requisition to convene
an Extraordinary General Meeting under section 368 of the Companies Act 1985 by
nominees acting for shareholders owning approximately 14 per cent. of the
Company under the management of Advanced Value Realisation Company Limited and
Edinburgh Fund Managers PLC ("the Requisitionists").

The Requisitionists propose resolutions to remove all the directors of the
Company (with the exception of Chris Brown, who was appointed to the Board in
January 2003) and their replacement with persons nominated by the
Requisitionists.

It is the unanimous view of the Board that the proposed resolutions are not in
the best interests of the Company or its shareholders as a whole and are
damaging to shareholder value.  The Board will therefore oppose vigorously the
proposed resolutions.

The Board also notes that the current directors James Leek (Chairman), Ian
Hazlehurst (Chief Executive) and Richard Cotton (Finance Director) were recently
re-elected as directors at the Company's Annual General Meeting, held on 27
February 2003.  In each case the number of votes cast in favour of the
resolutions for their reappointment was more than twice those cast against, with
shareholders representing approximately 30 per cent. of the Company voting in
favour of the reappointments and shareholders representing approximately 14 per
cent. voting against.

The Board deeply regrets the disruption to management's concentrated efforts to
drive forward the business in the current difficult climate and the expense that
will be incurred as a result of the actions of the Requisitionists.  Whilst the
indicative offer referred to above is at an early stage, the Board considers
that the best interests of the Company and its shareholders as a whole would
have been served by allowing the Company and its advisers to evaluate further
the terms of the indicative offer without the significant disruption caused by
the actions of the Requisitionists.

The Board will despatch the notice convening the EGM, the Requisitionists'
proposals and the Board's full and robust repudiation of the proposals as soon
as practicable.



For further information please contact:

James Leek, Chairman, McLeod Russel Holdings PLC - Tel: 01235 536 677
Ian Hazlehurst, Chief Executive, McLeod Russel Holdings PLC - Tel: 01235 536 677
John Wakefield, Director, Rowan Dartington & Co. Limited - 0117 933 0020


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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