ReMerger with Mentmore-Part 1

MENTMORE ABBEY PLC
27 July 1999


Part 1

        Not for release, publication or distribution in or into the
                 United States, Canada, Australia or Japan

                              Proposed Merger
                                     
                                  between
                                     
                            Mentmore Abbey plc

                                     &
                                Birkby PLC
                                     
1.   Introduction

The Boards of  Mentmore Abbey and Birkby today announce that agreement has
been reached on the terms of a Merger between the two companies.  The
Merger will be effected by means of a recommended Offer to be made by
Singer & Friedlander on behalf of Mentmore Abbey for the Birkby Share
Capital.

The Merger terms value the Birkby Share Capital at approximately £160
million and each Birkby Share at 317 pence (based on the Closing Price of
a Mentmore Abbey share on 26 July 1999, the last dealing day prior to this
announcement.)

The Merger represents a premium of 28.5 per cent. to the Closing Price of
246.5 pence per Birkby Share on 23 June 1999, the last dealing day prior
to the announcement that Mentmore Abbey and Birkby were in merger talks;
and a discount of 0.7 per cent. to the Closing Price of 319 pence per
Birkby Share on 26 July 1999, the last dealing day prior to this
announcement.

Following completion of the Merger, Mentmore Abbey Shareholders will own
approximately 49.9 per cent. and Birkby Shareholders will own, (assuming
the exercise of all options under the Birkby Share Option Schemes),
approximately 50.1 per cent. of the enlarged issued share capital of
Mentmore Abbey.

The Merger is conditional, inter alia, on the approval of Mentmore Abbey
Shareholders at an EGM of the Company.

Mentmore Abbey has received irrevocable undertakings from the directors of
Birkby and certain other Birkby Shareholders to accept the Offer in
respect of 17,834,654 Birkby Shares representing approximately 36.5 per
cent. of Birkby's existing issued share capital.  Of these 12.3 per cent.
will cease to be binding if an offer is made by a third party which is in
excess of 110 per cent. of the price offered by Mentmore Abbey and 24.2
per cent. will cease to be binding or acceptances pursuant to them will be
capable of being withdrawn if any higher offer is made by a third party
for the Birkby Share Capital.

Further details of these undertakings are given in paragraph 9 below.

Certain terms used in this announcement are defined in Appendix III.

The directors of Birkby, who have been so advised by Dresdner Kleinwort
Benson, consider the terms of the Merger to be fair and reasonable.  The
directors of Birkby believe that the Merger is in the best interests of
Birkby Shareholders as a whole and unanimously recommend Birkby
Shareholders to accept the Offer as they intend to do in respect of, in
aggregate, 314,628 Birkby Shares beneficially owned by them, representing
approximately 0.6 per cent. of the existing issued share capital of
Birkby.  In providing advice to the directors of Birkby, Dresdner
Kleinwort Benson has taken into account the Birkby directors' commercial
assessment of the transaction.

The directors of Mentmore Abbey, who have received financial advice from
Singer & Friedlander, consider the Merger to be in the best interests of
Mentmore Abbey shareholders as a whole.  In providing advice to the
directors of Mentmore Abbey, Singer & Friedlander has relied upon Mentmore
Abbey directors' commercial assessment of the transaction.

2.   The Merger Terms

The Merger, which will be subject, inter alia, to the conditions and
further terms set out or referred to below and in Appendix I to this
announcement and to be set out in full in the Offer Document, will be
effected by means of a recommended Offer made  on the following basis:

   for each Birkby Share    1.7228  New  Mentmore Abbey Shares and 92
                             pence in cash.
     
The Merger terms represent a premium of 28.5 per cent. over the Closing
Price of 246.5 pence per Birkby Share on 23 June 1999, the last dealing
day prior to the announcement that Mentmore Abbey and Birkby were in
merger talks.  The Merger terms represent a discount of  0.7 per cent.
over the Closing Price of 319 pence per Birkby Share on 26 July 1999, the
last dealing day prior to this announcement.  For illustrative purposes,
the financial effects of acceptance of the Offer are set out in Appendix
II.

Full acceptance of the Offer, assuming full exercise of options under the
Birkby Share Option Schemes, would involve the issue of up to 86,952,721
New Mentmore Abbey Shares (representing approximately 50.1 per cent of the
enlarged issued share capital of Mentmore Abbey) and the payment of
approximately £46.4 million in cash  (excluding costs relating to the
Offer).

3.   The Mix and Match Election

Birkby Shareholders who validly accept the Offer may elect, subject to
availability, to vary the proportions in which they receive New Mentmore
Abbey Shares and cash in respect of their holdings of Birkby Shares.
However, the maximum aggregate number of New Mentmore Abbey Shares to be
issued under the Offer, and the maximum aggregate amount of cash to be
paid out under the Offer will not be varied as a result of the Mix and
Match Election.  Mentmore Abbey's ability to satisfy mix and match
elections made by Birkby Shareholders will therefore depend on other
Birkby Shareholders making offsetting elections.  To the extent that
elections cannot be satisfied in full, they will be scaled down on a pro
rata basis, and rounded down, in the case of each Birkby Shareholder, to
the nearest whole number of New Mentmore Abbey Shares.  To the extent that
elections can be satisfied, Birkby Shareholders will receive New Mentmore
Abbey Shares instead of cash and vice versa on the basis of a price of
130.5 pence per New Mentmore Abbey Share.

As a result Birkby Shareholders who make a Mix and Match Election will not
necessarily know the exact number of New Mentmore Abbey Shares or the
amount of cash which they will receive until settlement of the
consideration under the Offer, although an announcement will be made when
the Offer becomes or is declared wholly unconditional of the approximate
extent to which the Mix and Match Election will be satisfied.

The Mix and Match Election will remain open until 3.00pm on the first
closing date of the Offer.  If the Offer is not then unconditional as to
acceptances, Mentmore Abbey may extend the Mix and Match Election to a
later date.  If the Mix and Match Election is then closed, Mentmore Abbey
reserves the right to re-introduce a Mix and Match Election, subject to
the rules of the City Code.

4.   Further details of the Merger

The Merger will be conditional, inter alia, upon the approval of the Offer
by Mentmore Abbey Shareholders.  An Extraordinary General Meeting of
Mentmore Abbey will be convened for the purpose of seeking the necessary
approval of Mentmore Abbey Shareholders.  It is currently intended that
this meeting should take place by 31 August 1999.

The Birkby Shares will be acquired free from all liens, charges, equitable
interests and encumbrances and together with all rights attaching thereto,
including the right to receive dividends and other distributions, if any.

The directors of Birkby are not currently intending to propose a final
dividend for the year ended 31 March 1999.  However, if the Offer lapses
or is withdrawn, the directors of Birkby currently intend to pay a special
dividend in due course.

The cash component of the consideration will be funded out of increased
borrowings under Mentmore Abbey's banking facilities and existing cash
resources.

The New Mentmore Abbey Shares will be issued credited as fully paid and
will rank pari passu in all respects with existing Mentmore Abbey Shares
including the right to receive all dividends and other distributions
declared, made or paid on such shares after the date of the Offer, save
for the final dividend declared today by the Board of Mentmore Abbey in
respect of the year ended 30 April 1999.

Fractions of New Mentmore Abbey Shares will not be allotted or issued to
accepting Birkby Shareholders, but will be aggregated and sold in the
market and the net proceeds of this sale will be retained for the benefit
of the Enlarged Group.


5.   Background to and reasons for the Offer

Mentmore Abbey and Birkby are two of the UK's leading space management
companies.  The two businesses currently provide a broad range of space
management and related services to, in aggregate, over 11,000 customers
from a network of locations across the UK and increasingly Continental
Europe.

The Directors believe that the combination of these two businesses will
create a substantial support services group which will be capable of
delivering increasing shareholder value going forward.  The Directors
believe that the Merged Group will be well positioned to benefit from the
following market factors:

* the UK and Continental Europe space management markets are recognised
  to be currently less developed than those in the US;
* there is an increased customer focus in the UK on space usage; and
* there is recognised to be a trend of UK businesses to outsource non-
  core operations.

The Directors believe that the principal reasons for and benefits of the
Merger are as set out below:

Enhanced utilisation and operating returns from sites

The Merged Group will have an enhanced ability to increase the revenues
generated from sites by offering a blend of self-storage, document storage
and workspace facilities.  In particular, the Directors believe that
selected Birkby sites present opportunities for the introduction of higher
value self-storage services and that under-utilised Birkby space exists
which could be used for records and data storage.

Enhanced competitive position and geographical coverage

The Merger will, in the opinion of the Directors, better allow the
Enlarged Group to offer existing and prospective customers a broader range
of outsourcing services. For example, the Merged Group will be able to
offer BDM's document storage skills over a wider area of the UK and will
thus be better able to tender for contracts which require a national
presence. The Directors believe that the opportunities for the cross-
selling of services will enhance the competitive position of the Merged
Group, providing an excellent base from which to expand further its
services and geographical presence.

Enhanced growth prospects

The broader range of services offered by the Merged Group will increase
the range of properties appropriate for acquisition, and will provide the
opportunity to accelerate the cash generation profile of newly acquired
sites.  It is therefore the Directors' belief that the Merger of the two
businesses will enhance growth prospects.

Strengthened management team

The Directors believe that the underlying strength of the Birkby and
Mentmore Abbey businesses is their management abilities, principally the
identification, acquisition and active management of space to maximise
cashflow generation and achieve attractive returns on this space.

The Directors believe that Mentmore Abbey and Birkby have management teams
with complementary skills in sales and marketing, property and utility
expertise and in management and administration. By combining the two
companies, the Directors believe that the Merged Group will have a strong
management team that will ensure that the Merged Group will be well placed
to realise its growth potential.

Financial benefits

It is anticipated that the integration of the two companies will lead to
an increase in efficiency and will facilitate future expansion without
significant increases in central overheads.

Furthermore, the Directors believe that:

* the Merger will enhance Mentmore Abbey's underlying earnings per
  share in the year ended 30 April 2000, before any amortisation of
  goodwill.  (This statement should not be interpreted to mean the Merged
  Group's future earnings per share would necessarily be greater than the
  historic earnings per share of Mentmore Abbey.)

* the increased market capitalisation and net assets, together with the
  ability to generate enhanced cashflow, will enable the Merged Group to
  obtain finance on more favourable terms.


6.   Information on Mentmore Abbey

Mentmore Abbey is a company within the support services sector providing
flexible short-term storage and space management and records management
services in the UK and increasingly Continental Europe.

In the preliminary results for the year ended 30 April 1999, announced
today, the company generated operating profits of  £8.0 million (1998 :
£7.2 million) an increase of 12% on the prior year.  Earnings per share
for the year ended 30 April 1999 showed a 31% increase over the prior
year.  The company was also cash generative with earnings before interest,
tax, depreciation and amortisation amounting to £9.5 million over the same
period. As at 30 April 1999, Mentmore Abbey had net cash of £15.5 million.

Mentmore Abbey operates in two principal areas:

Self storage

Through its wholly owned subsidiary Abbey Storage, Mentmore Abbey provides
self managed storage services from 20 locations in the UK to over 6,000
customers. According to management estimates, Abbey Storage is the second
largest self-storage provider in terms of square feet under management
with approximately 9% share of the UK market.

In the preliminary results for the year ended 30 April 1999, Abbey Storage
generated operating profits of £4.5 million, an increase of 19% on the
prior period.  During this same year a further three sites were acquired,
increasing marketable space by 18%.  In addition, the new self-storage
brand 'space base' was successfully launched.

Records and Information Management

Through its 49.9% Strategic Alliance - BDM, Mentmore Abbey provides a wide
range of records and information management services to over 1,500
customers which include: BP Amoco; PricewaterhouseCoopers; Department of
Trade and Industry and IBM.  BDM provides data management services in the
following areas:  storage; cataloguing; retrieval and scanning; secure
destruction and solutions consultancy.  According to management estimates,
BDM is the second largest records and information management business in
terms of turnover in the UK.

The BDM Strategic Alliance was formed in January 1999 when Iron Mountain
of the US, the world's largest records and information management company,
took a 50.1% stake in Mentmore Abbey's then wholly owned subsidiary BDM.
Iron Mountain has over 70,000 customers and is capitalised on the New York
Stock Exchange at approximately US$1 billion.  This Strategic Alliance
between Mentmore Abbey and Iron Mountain valued BDM at £66 million on an
enterprise basis. The objective of the Strategic Alliance is to accelerate
BDM's growth in the records management market in the UK and to develop a
significant Europe wide records management business.   This is to be
achieved through the combination of BDM's market strength, management and
local knowledge with Iron Mountain's customers, IT skills and industry
know-how.

The BDM Strategic Alliance operates from 19 sites in the UK and has
recently acquired a further 2 locations in France through the acquisition
of  Memogarde S.A., France's leading provider of storage and related
services of magnetic media products. In the year ended 30 April 1999 the
BDM Strategic Alliance generated operating profits of £4.8 million, an
increase of 34% on the prior year, of which Mentmore Abbey's share was
£3.9 million.


7.   Information on Birkby

Birkby is a leading national operator of managed commercial and retail
space in the UK, supplying accommodation solutions and related services to
a wide range of small and medium sized industrial, commercial and retail
businesses.  Through a national network of 200 centres, Birkby offers
flexible and affordable serviced space to over 4,300 businesses that can
be adapted to suit differing business needs.  Accommodation can be
provided for as long or as short a period as the customer requires,
eliminating the need to enter into long or onerous lease obligations.

As a result of the level of services and flexibility provided to tenants,
the centres require intensive management on a scale not normally catered
for by traditional property companies.

Birkby's stated objectives are to build a leading space management
business providing flexible and affordable space, that achieves a minimum
20% return on invested capital on new centres within 12 to 18 months.  The
directors of Birkby believe that the profile of customers and services
makes the business resilient to economic downturn.

The preliminary results of the Birkby Group for the year ended 31 March
1999, announced today, showed a strong performance from all business
segments. Profit before tax increased by 20% compared with the prior year
to £13.2 million (1998:  £11.0 million) and earnings before interest, tax,
depreciation and amortisation rising 20% compared to the prior year to
£17.8 million (1998:  £14.7 million).  Earnings per share for the period
also showed a 20% increase compared to the year ended 31 March 1998.

Since 31 March 1999, Birkby has purchased a 20% stake in Workspace Group
PLC for approximately £16.2 million.  Based on the closing mid-market
price of Workspace Group PLC shares on 26 July 1999, the last dealing day
prior to this announcement, the value of this stake is now £20.3 million.

Birkby has three key business segments:

Workspace - trading as IMEX

IMEX provides units for commercial use, with sites that are suitable for a
wide range of uses from office to light manufacturing, research and
development to storage.  This area of business contributed some £11.7
million of Birkby's operating profits for the year ended 31 March 1999,
operating from 141 centres. This represented 72.0% of Birkby's operating
profits for the year ended 31 March 1999 and a 27.6% increase over the
prior year.

As at 31 March 1999, IMEX had a Cash Equivalent Occupancy Rate of 88.0%
(1998 : 84.6%).

Retailspace - trading as In Shops

In Shops is Britain's leading operator of indoor markets for the smaller,
independent retailer, with an established nationwide network.  This area
of the business contributed some £3.8 million of Birkby's operating
profits for the year ended 31 March 1999, operating from 59 centres.  This
represents 23.5% of Birkby's total operating profits for the year ended 31
March 1999, and a 17% increase over the prior year.

For the year ended 31 March 1999, In Shops had a Cash Equivalent Occupancy
Rate of 80.7% (1998: 79.3%).  Approximately 10% of In Shops' income comes
from space occupied by larger retailers.

Instalment Credit - Manor Credit

Through Manor Credit, Birkby offers a flexible range of instalment credit
and leasing facilities.  This area of Birkby's operations represents 7.0
per cent. of Birkby's operating profit for the year ended 31 March 1999
and is considered non-core.  The gross loan book (including VAT) amounted
to approximately £11.5 million at 31 March 1999.  The average value of
agreements is £16,289 and levels of bad debts and arrears have been
negligible.


8.   Board Changes, Management and Employees

The board of the Merged Group will draw upon the skills of the existing
boards of both Birkby and Mentmore Abbey, which the directors of Birkby
and Mentmore Abbey believe will create a strong management team for the
Merged Group.

The members of the board of the Merged Group will be as follows:

Nick Smith*                   Executive Chairman
Kim Taylor-Smith**            Chief Executive
Clive Drysdale*               Finance Director
Richard Makowski*             Managing Director of BDM Strategic Alliance
Michael  Woodhead**           Senior Non-executive Director (Chairman Audit 
                              Committee)
Brian    Howes*               Non-executive Director (Chairman Remuneration 
                              Committee)
Anthony Lewis**               Non-executive Director

*     Existing Mentmore Abbey Director
**    Existing Birkby Director

Bill Cran, Birkby's founder and current executive Chairman, has decided
not to join the board of the Merged Group following the proposed Merger,
in order to spend more time on his other business interests. However, he
has entered into an agreement with Mentmore Abbey under which his services
will be available to assist the Directors of the Merged Group on a
consultancy basis. He is also remaining as the Chairman of Manor Credit
Limited.  On completion of the Merger, John Corrin CBE will also leave the
board of Birkby.  The directors of Birkby would like to thank Bill and
John for their enormous contribution to the development of Birkby and look
forward to Bill's continued involvement in the Merged Group on a
consultancy basis.  Simon Dighton will remain as finance director of
Birkby and will play an active role in the integration of the two
companies.

On Completion of the Merger, Peter Pollock, who planned to leave the
Mentmore Abbey board next year at the completion of six years as a non-
executive director, will leave the board to pursue his other business
interests.  His resignation will facilitate the appointment of Birkby's
non-executive directors Michael Woodhead and Anthony Lewis to the Mentmore
Abbey board.  Peter joined the Mentmore Abbey board as a non-executive
director in 1994 when the fortunes of the Group were seriously
deteriorating and initiated the changes that resulted in the appointment
of Nick Smith as Chairman and the successful re-direction of the Mentmore
Abbey Group.  The board of Mentmore Abbey are grateful for his counsel and
his continued commitment and support throughout the Group's subsequent
development and wish him well in the development of his other business
interests.

The board of Mentmore Abbey has confirmed to the board of Birkby that the
existing employment rights, including pension rights, of all the employees
of Birkby will be fully safeguarded.


9.   Irrevocable undertakings

Mentmore Abbey has received irrevocable undertakings from the directors of
Birkby in respect of their entire beneficial holdings of, in aggregate,
314,628 Birkby Shares representing approximately 0.6 per cent. of the
issued share capital of Birkby.  Mentmore Abbey has also received
irrevocable undertakings to accept the Offer from other Birkby
Shareholders in respect of 17,520,026 Birkby Shares owned or controlled by
them, representing 35.9 per cent. of the existing issued share capital of
Birkby.

Accordingly, the Offer has the support of the holders of 36.5 per cent. of
the existing issued share capital of Birkby.

Of these irrevocable undertakings 12.3 per cent. will cease to be binding
if an offer is made by a third party which is in excess of 110 per cent.
of the price (and at least as much cash) as that offered by Mentmore Abbey
and 24.2 per cent. will cease to be binding or acceptances pursuant to
them will be capable of withdrawal if any higher offer is made by a third
party for the Birkby Share Capital, of which 7.2 per cent. require at
least as much cash as that offered by Mentmore Abbey.


10.  Current Trading

Birkby and Mentmore Abbey today both announced their preliminary results
in respect of the years ended 31 March 1999 and 30 April 1999,
respectively.  Both companies have made an encouraging start to the
current year with trading in line with management expectations.


11.  Birkby Share Option Schemes

The Offer extends to any Birkby Shares unconditionally allotted or issued
whilst the Offer remains open for acceptance, or  such shorter period as
Mentmore Abbey may, subject to the City Code, decide including any Birkby
Shares to be issued or allotted as a result of the exercise of options
granted under the Birkby Share Option Schemes.

Mentmore Abbey will make appropriate proposals, to option holders under
the Birkby Share Option Schemes promptly following the date when the Offer
becomes or is declared unconditional in all respects.

12.  Other Information

The Offer Document, containing the full terms and conditions of the Offer,
and the Form of Acceptance, will be posted to Birkby Shareholders, and to
Birkby Option holders for information only, as soon as practicable.
Listing Particulars relating to Mentmore Abbey will be despatched to both
Mentmore Abbey and Birkby Shareholders and will contain, inter alia, a
notice convening an Extraordinary General Meeting of Mentmore Abbey to
pass resolutions to approve the Offer.


13.  Interests in Birkby Shares

Neither Mentmore Abbey, nor any person acting or deemed to be acting in
concert with Mentmore Abbey for the purposes of the Offer, so far as the
Directors are aware, owns or controls or is interested in any Relevant
Securities in Birkby.

'Relevant Securities' means shares or any other securities conferring
voting rights and any securities convertible into, rights to subscribe
for, options (including traded options) in respect of, and derivatives
referenced to such shares or other securities.


14.  Listing and Dealings

Application will be made to the London Stock Exchange for the New Mentmore
Abbey Shares to be admitted to the Official List.  It is expected that
listing will become effective and that dealings will commence on the
London Stock Exchange on the first business day on which the Offer becomes
or is declared unconditional in all respects (save for the condition
relating to the admission of the New Mentmore Abbey Shares to the Official
List).

Further details on settlement, listing and dealings will be included in
the Offer Document.

Singer & Friedlander which is regulated by The Securities and Futures
Authority Limited in the conduct of its investment business in the United
Kingdom, is acting exclusively for Mentmore Abbey and is acting for no one
else in connection with the Offer and will not be responsible to anyone
other than Mentmore Abbey for providing the protections afforded to
customers of Singer & Friedlander or for providing advice in relation to
the Offer.

Dresdner Kleinwort Benson, which is regulated by The Securities and
Futures Authority Limited in the conduct of its investment business in the
United Kingdom, is acting exclusively for Birkby and is acting for no one
else in connection with the Offer and will not be responsible to anyone
other than Birkby for providing the protections afforded to customers of
Dresdner Kleinwort Benson or for providing advice in relation to the
Offer.

This announcement has been approved by Singer & Friedlander solely for the
purposes of Section 57 of the Financial Services Act 1986.  It does not
constitute an offer or invitation to purchase any securities.

The directors of Birkby accept responsibility for the information
contained in this announcement relating solely to Birkby (and its
subsidiaries), themselves and their immediate families.  The directors of
Mentmore Abbey accept responsibility for all other information contained
in this announcement.  To the best of the knowledge and belief of the
directors of Mentmore Abbey and the directors of Birkby (who have taken
all reasonable care to ensure that such is the case), the information
contained in this  announcement for which they respectively accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.

The full text of the conditions and references to certain further terms of
the Offer are set out in Appendix I and form part of this announcement.

The availability of the Offer to persons outside the UK may be affected by
the laws of the relevant jurisdictions.  Such persons should inform
themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, or by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile transmissions, telex or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange
of, the US, Canada, Australia or Japan and will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within the US, Canada, Australia or Japan.  Accordingly, copies of this
announcement and any related offering documents are not being, and must
not be, mailed or otherwise distributed or sent in or into or from the US,
Canada, Australia or Japan and persons receiving this announcement and any
related offering documents (including custodians, nominees and trustees)
must not distribute or send it in, to or from the US, Canada, Australia or
Japan.  In doing so, it may invalidate any purported acceptance of the
Offer.

The New Mentmore Abbey Shares to be issued pursuant to the Offer have not
been and will not be, registered under the United States Securities Act of
1933, as amended and the relevant clearances have not been and will not be
obtained from the Securities Commission of any province of Canada or the
appropriate authority in Japan and no prospectus will be lodged with, or
registered by, the Australian Securities Commission.


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