MAFL Mineral & Financial Investments Limited

RNS Number:4326X
Adam & Harvey Group PLC
19 June 2002



                  Proposals for the Winding Up of the Company

In the Company's Interim Report for the six months ended 30 September 2001, it
was reported that the Directors were continuing to seek to identify a new core
business for the Group following the disposal of the steel division which left
the Company as a cash shell. That report also said that if this could not be
achieved by 31 March 2002, the Directors would look at more radical options to
deliver value back to Shareholders. As explained in more detail in the
announcement of the Company's preliminary unaudited financial results for the
year ended on 31 March 2002, the Board has concluded that the interests of
Shareholders would be served best if the Company were to be placed in members
solvent voluntary winding up. The Board recommends that all Shareholders vote in
favour of the proposals to deliver value back to Shareholders.


The Proposals

It is proposed that Adam & Harvey will be wound up voluntarily and that its
resulting cash balance, after providing for all known net liabilities of Adam &
Harvey, will be distributed to Shareholders pro rata to their holdings of shares
in the Company (the "Proposals").


Subject to the passing of the resolutions to be proposed at the Extraordinary
General Meeting of the Company which is being convened for 12 July 2002 (the
"Resolutions"), it is anticipated that a first cash distribution to
Shareholders, which is expected to amount to approximately 175p per Ordinary
Share, will be made within 30 days of the date of the Extraordinary General
Meeting and any balance will be distributed to Shareholders on the conclusion of
the winding up. The Board estimates that the total distribution to Shareholders
will be approximately 184p per Ordinary Share. The amounts referred to above are
subject to completion by the Liquidators of the appropriate winding up
procedures. The 30 day period referred to above is required by the Liquidators
in order that they are able to satisfy their statutory obligations to enquire
into the existence and value of any creditor claims.


The estimated aggregate distribution reflects the unaudited net asset value of
the Company at 31 March 2002 as set out in the Company's preliminary unaudited
financial results for the year ended on that date after deducting operating
costs for the period since that date, lease termination costs associated with
disposing of the Company's head office, redundancy costs and other expenses
associated with the proposal to wind up the Company.


Dividend

If the Proposals are implemented, no further dividends will be declared or
recommended on the Company's shares.


Implementation of the Proposals

An Extraordinary General Meeting is being convened for 12 July, 2002 to vote on
the implementation of the Proposals. The notice convening the meeting is set out
in the Circular which will be despatched in due course to shareholders.


If the Resolutions are passed, the Proposals will become effective and the
Company will not be required to send any further audited accounts or other
financial information to Shareholders, save that the Liquidators will be
responsible for sending to Shareholders reports on the progress of the winding
up as required by statute.


Transfers and Dealings

The registers of Adam & Harvey will be closed at the close of business on 12
July, 2002 and, to be valid, all transfers must be lodged with the Registrars
before that time. Transfers received by the Registrars after the close of
business on 12 July, 2002 will be returned to the person lodging the same.


If Shareholders dispose of Adam & Harvey shares otherwise than through the
London Stock Exchange, they must make their own arrangements with the other
parties concerned as regards entitlement to dividends, distributions in the
winding up of Adam & Harvey and other rights attaching thereto.


If the Resolutions are passed, the Proposals will become effective and the
listing on the London Stock Exchange of Adam & Harvey will be cancelled and the
shares of Adam & Harvey will be cancelled from the Official List of the UK
Listing Authority no earlier than 18 July, 2002 and in any case immediately
following the initial distribution to Shareholders currently anticipated to take
place on 12 August, 2002.

If the Resolutions are not passed, the Proposals will not become effective and
Adam and Harvey will remain as presently constituted and the distributions by
the Liquidators referred to above will not be made.

For further information, please contact:
Tony Patterson, Chief Executive                              020 7549 3604
or Anthony Townsend, Chairman                                020 7549 3604
Adam & Harvey Group PLC




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

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