Offer Update

RNS Number:5602T
Matthews(Bernard) PLC
3 November 2000


 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                         CANADA, JAPAN OR AUSTRALIA
                                      
                                      
                      Bernard Matthews Holdings Limited
                                      
               Recommended Cash Offer for Bernard Matthews PLC


Irrevocable Undertaking

On 1 November 2000 Bernard Matthews Holdings Limited ("BMH") posted the Offer
Document  in  relation to the recommended Offer by HSBC Investment  Bank  plc
("HSBC"),  on  behalf of BMH, to acquire all of the issued and to  be  issued
share capital of Bernard Matthews PLC, other than the approximately 42.2  per
cent.  of Bernard Matthews PLC's existing issued share capital which BMH  has
conditionally  agreed  with the Matthews Family and the  Management  Team  to
acquire separately outside of the Offer.

Part  7  of  the  Offer  Document  set out a description  of  an  irrevocable
undertaking  from Royal & Sun Alliance Investment Management  Limited  and  a
description  of the circumstances in which this irrevocable undertaking  will
cease to be binding. The following statement was made:

"The  irrevocable  undertaking  given by  Royal  &  Sun  Alliance  Investment
Management  Limited will cease to have effect if, within seven  days  of  the
posting of this document, a third party announces a firm intention to make an
offer  to  acquire the whole of the issued share capital of Bernard  Matthews
PLC  not  already  owned  by  such third party on terms  which  represent  an
improvement of 10 per cent. or more on the value of the consideration  to  be
offered under the Offer and which contains a cash element of at least 75  per
cent.  of the value of the consideration. This undertaking has been given  in
respect  of approximately 4.5 per cent. of the existing issued share  capital
of Bernard Matthews PLC."

In addition to the above description the terms of the irrevocable undertaking
are  such  that,  if  any  third  party announces  such  an  offer  then  the
undertaking  will cease to be binding only if BMH does not,  within  fourteen
days  of the announcement of such third party offer, announce a revised Offer
on terms which represent (in the opinion of HSBC) a consideration of at least
equal  to  the consideration offered by the third party, as at the date  upon
which such revised Offer is announced.


Acceptance Condition

BMH  has  received  confirmation from HSBC that the  terms  of  the  Facility
Agreement  (which  is arranged and underwritten by HSBC)  have  been  amended
giving  BMH  the ability to declare the Offer unconditional as to acceptances
once BMH has acquired, or agreed to acquire, whether pursuant to the Offer or
otherwise,  Bernard Matthews Shares carrying in aggregate more  than  50  per
cent.  of  the  voting  rights normally exercisable at  general  meetings  of
Bernard Matthews PLC.

No  other conditions of the Facility Agreement or the Offer have been amended
or waived as at the date of this announcement.



Enquiries:                                                                   
                                                                             
HSBC                                                                         
Jeremy Prescott                                                 020 7336 9249
Rupert Faure Walker                                             020 7336 9290
                                                                             
Citigate Dewe Rogerson                                          020 7638 9571
David Nolder                                                                 
Simon Rigby                                                                  


The  Directors of Bernard Matthews Holdings Limited accept responsibility for
the  information  in  this announcement.  To the best of  the  knowledge  and
belief of the Directors of Bernard Matthews Holdings Limited (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
omit  anything  likely  to  affect  the import  of  such  information.   This
announcement  has  been  approved for the  purposes  of  section  57  of  the
Financial Services Act 1986 by HSBC.

HSBC,  which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting exclusively for BMH and no one else in  relation
to  the  Offer  and  will not be responsible to anyone  other  than  BMH  for
providing  the  protections afforded to customers of HSBC, or  for  providing
advice in relation to the Offer.

This  announcement is not being, and must not be, issued, mailed or otherwise
distributed to or sent in, into or from the United States, Canada,  Australia
or  Japan  and  persons  receiving this announcement  (including  custodians,
nominees  and trustees) must not distribute or send it in, into or  from  the
United States, Canada, Australia or Japan.

Save  for  the  information  herein,  as  at  2  November  2000  (the  latest
practicable  date prior to the printing of this document) there has  been  no
material change to the information contained in the Offer Document.

Terms  defined in the offer document dated and dispatched on 1 November  2000
have the same meanings in this announcement.