Worthington Group - Directors'Shrhldgs/Hldg in Co

RNS No 5227d
WORTHINGTON GROUP PLC
11th November 1998


Letter to : Company Announcements Office


Further to our announcement on 30 October 1998, in respect of the increase in
the issued share capital of Worthington Group plc, we announce that the issued
share capital of the company has increased to #5,168,196 following the issue of
3,308,545 ordinary shares of 10p each on 9 November 1998 and the issue of
249,413 ordinary shares of 10p each on 10 November 1998 to shareholders of
Jerome Group plc ("Jerome") accepting the offer for Jerome.

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.

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, Susan M Renderson, Group Company Secretary.


                            WORTHINGTON GROUP PLC
                       CHANGE IN HOLDING OF DIRECTORS

Following the increase in the issued share capital of Worthington Group Plc on
10 November 1998 to 51,681,958 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              7.65%
Henry Schuldenfrei (2)                              926,217              1.79%
Seymour Gorman (3)                                  404,940              0.78% 
Jack Grant and Sidney Friedland (4)               3,345,000              6.47% 
Gavin Kaye                                           20,000              0.04%
Philip Worthington                                  730,000              1.41%
Joe Dwek                                          6,975,098              13.5% 
John Taylor                                         129,486              0.25%

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 Schuldenfrei
holds a 30 per cent interest a, Seymour Gorman holds a 30 per cent interest and
the trustees of the Schuldenfrei 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) 6,975,014 of the shares held by Joe Dwek are all held through Penmarric 
plc, a company owned and controlled by Joe Dwek and his immediate family.

Following the increase in the issued share capital of Worthington Plc on
November 1998 to 51,681,958 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 companies                     5,775,761*        11.18%


* Included in this figure are 4,000,000 shares held by Henderson Smaller 
Companies Investment Trust Plc, representing 7.73% of the total issued share
capital of the Company.

From Worthington group PLC


END

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