Worthington Group - Change in Issued Shr Cap.,etc

RNS No 508n
WORTHINGTON GROUP PLC
30th October 1998


LETTER TO: Company Announcements Office

The Offer made by Worthington Group plc for Jerome Group P.l.c. was declared
wholly unconditional on 26 October 1998. As a result, the authorised share
capital of the Company has increased by #1,632,500 to #72,000,000, and the
issued share capital of the company has increased to #4,812,400 following the
allotment of 6,975,014 ordinary shares of 1Op each to Penmarric PLC, which
underwrote the offer.


This has resulted in a change in the percentage holdings held by directors and
substantial shareholders in the shares of Worthington Group plc, which are
detailed in the attached schedules.


On 9 November 1998, 3,308,545 additional Worthington shares will be issued to
Jerome shareholders accepting the share offer, which will increase the total
issued share capital to #5,143,255. A further announcement will be made at that
time.


Additional Jerome shareholders have yet to accept the Offer and a further
announcement will be made when and if the Offer has been accepted in respect of
all the Jerome shares.


LETTER FROM: WORTHINGTON GROUP PLC


CHANGE IN HOLDING OF DIRECTORS


Following the increase in the issued share capital of Worthington Group Plc on
26 October 1998 to 48,124,000 shares, the company has received notification from
the directors of the Company in respect of the change in their percentage
holding in Worthington Group Plc.


Director                                      No of Shares held      Percentage
Henry Schuldenfrei and Seymour Gorman (1)       3.951,163              8,21%
Henry Schuldenfrei (2)                            926,Z17              1.92%
Seymour Gorman (3)                                404,940              0.08%
Jack Grant and Sidney Friedland (4)             3.345,000              6.95%
Gavin Kaye                                         20,000              0.04%
Philip Worthington                                730,000              1.5%
Joe Dwek                                        6,975,014             14.49%
John Taylor                                             0              0%

Notes:

1) 3,641,473 of the Ordinary Shares held jointly by Henry Schuldenfrei and
Seymour Gorman are held through brook Limited, in which Henry Schuldenfirei
holds a 30 per cent interest a, Seymour Gorman holds a 30 per cent interest and
the trustees of the Schuldenfrie Settlement No. 1 and the trustees of the
Schuldenfrei settlement No.2 each hold a 20 per cent interest. Their remaining
joint interest of 309,690 Ordinary shares is held through Albion Trust Holdings
Limited.


2) Of the 926,217 Ordinary Shares owned by Henry Schuldenfrei, 35,000 are held
by James Hay Pension trustees as trustees of a self investing personal pension
scheme of which Henry Schuldenfrei is the beneficiary.


3) 400,440 of the Ordinary Shares held by Seymour Gorman are held by Weftdale
Securities Limited, in which Seymour Gorman holds a 50% interest,


4) The joint interests of Jack Grant and Sidney Friedland in Ordinary Shares are
held through Fabian Friedland and Sons Limited, which is controlled as to 50% by
Jack Grant and 37.5% by Sidney Friedland.


5) The 6,975,014 shares held by Joe Dwek are all held through Penmarric plc, a
company owned and controlled by Joe Dwek and his immediate family.


CHANGE IN SUBSTANTIAL HOLDINGS

Following the increase in the issued share capital of Worthington Group Plc on
26 October 1998 to 48,124,000 shares, the Company has received notification from
the undernoted substantial shareholders in respect of the change in their
percentage holding in Worthington Group Plc.


Shareholder                               No of Shares held Percentage

Henderson Investors Limited and its associated 5,775,761*   12%
 companies

* Included in this figure are 4,000,000 shares held by Henderson Smaller
Companies Investment Trust Plc, representing 8.31% of the total issued share
capital of the Company.


END

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