RNS Number:9446J
McLeod Russel Holdings PLC
11 April 2003


                           McLeod Russel Holdings PLC


Further to the announcement of 27 March 2003, McLeod Russel ("the Company")
announces that Advance Value Realisation Company Limited and Edinburgh Fund
Managers PLC (together "the Requisitionists"), as a result of further
discussions with the Board, have agreed to withdraw the shareholders'
requisition requiring the Company to convene an Extraordinary General Meeting
for the purpose of putting certain resolutions regarding the composition of the
Board before shareholders.


The Board acknowledges the concerns which led to the Requisitionists' proposals
and recognises that there is understandable disappointment amongst shareholders
about the recent profits setback and the related decision to reduce the
dividend. Discussions with major shareholders indicate that, although supportive
of the Group's strategy, they believe that a sale of the Group in a structured
and orderly way may realise better value for shareholders than waiting for a
market recovery and an improved stockmarket rating.


The Board has always been prepared to examine any bona fide offer for the sale
of the Company if it generates appropriate value for shareholders. The Board is
therefore carefully evaluating the current indicative offer with its financial
advisers and will consider any other serious approaches the Company might
receive. A further announcement regarding the current indicative offer will be
made as soon as practicable.


The Directors believe that the following statement of the Company's strategy and
objectives and the comments on the composition of the Board, address the
Requisitionists' main concerns and should result in enhanced value for all
shareholders.



Statement of Strategy and Objectives


The Board has set as its prime objectives during the remainder of this financial
year to explore ways of achieving enhanced shareholder returns, which may
include disposal of the Group on an orderly basis, whilst completing operational
improvements.


The strategy to achieve this objective is to concentrate on the Company's highly
focused group of Clean Air and Liquid Filtration businesses. The Board is
convinced that this business has much greater intrinsic value than is suggested
by the present profit performance which has been adversely affected by the
current difficult market conditions referred to in our last annual report and
the Chairman's February Annual General Meeting statement.


In addition, the Board is actively restructuring a number of the Group's
operating companies on a lower cost base to restore profitability and completing
the integration of product sourcing and management processes. The Company's aim
is to achieve both of these objectives before the end of this financial year.




Board composition


The Directors have initiated the following changes to the Board which will
proceed in an orderly and structured manner:


   * James Leek indicated in his last Chairman's statement that he would
     retire in February 2004;
   * Ian Hazlehurst, Chief Executive, has informed the Board that his
     intention is to lead the Company through its current restructuring and
     disposal programme. The current aim is to achieve this in 6 months, at which
     point Mr Hazlehurst will step down from his current position;
   * Robert Froy, the senior independent director, will retire in October 2003
     when his three year term of appointment expires;
   * Christopher Brown was appointed as an additional non-executive director
     in February 2003. He is a highly experienced manager, having served as a
     divisional Managing Director with FKI plc and was one of two former FKI
     executives who led the successful buy-in, development and ultimate sale of
     the David Brown Group; and
   * Mike Balfour is proposed to be appointed as an additional non-executive
     director. He was an investment manager at Edinburgh Fund Managers from 1985
     before being promoted to chief investment officer in 1995 and to the main
     board in 1999 leaving in 2001.



Current Trading and Prospects


At the AGM held on 27 February 2003, the Chairman stated that the year had
started slowly and that this trend had continued, although there were signs of
an improvement in the second half order book. The Chairman also indicated that
profits for the year were likely to be lower than last year. Since that time, in
line with the general weak economic environment, there have been additional
contract deferrals in the Group's Cudd Bentley and German businesses, together
with generally reduced demand in the UK.


The actions initiated earlier in the year to reduce costs and improve
efficiencies will to some extent mitigate these conditions. As a consequence,
additional one-off sums have been committed across all operations, with the
benefits materialising partly in the current year, and partly next year. These
sums comprise amounts to complete the organisational restructuring and
integration of operations, and rationalisation costs associated with the
development of European product lines.


Enquiries to McLeod Russel Holdings PLC:

Ian Hazlehurst, Chief Executive, McLeod Russel Holdings PLC       01235 536677
John Wakefield, Director, Rowan Dartington & Co. Limited         0117 933 0020

Enquiries to Advance Value Realisation Company Limited:

Robert Legget, Managing Director, Progressive Value Management   020 7253 9104
Limited, Managers of Advance Value Realisation Company
Limited







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