Disposal

Dinkie Heel PLC
06 December 2004



                                  Dinkie Heel plc

                                    Disposal



The Board of Dinkie Heel plc (the 'Company') announces that on Friday 3 December
2004 it entered into an agreement to dispose of certain assets and agreements
related to its toecap activities worldwide and its Phillips rubber activities in
South Africa (the 'Disposal') to a management buy-out vehicle (the 'Buyer') led
by Chris Ball, a director of the Company. Chris Ball has resigned as a director
of the Company. In the year to 31 December 2003 the loss before exceptional
items and Group costs attributable to these activities was £756,000.



The consideration for the Disposal is £145,409, being the debtor book less
allowance for bad debts, to be satisfied by a payment of £137,138 in cash and an
interest free loan for the balance payable on 2 December 2006. This loan is not
guaranteed. Other related assets are also being sold. These have a book value of
£nil. The proceeds will be used to reduce the Group's bank borrowings.



The Buyer wishes to use the name 'Dinkie' in its activities and accordingly the
Company has agreed to use its reasonable endeavours to change its name within 12
months from 3 December 2004. A change of name requires the passing of a special
resolution by shareholders.



Section 320 of the Companies Act 1985 (the 'Act') restricts a company from
entering into arrangements to acquire assets from or transfer assets to
directors (including shadow directors) of the company itself or its holding
company or a person connected with any such director unless the arrangement is
first approved by a resolution of the company in general meeting.  However,
section 322 of the Act provides that a transaction in breach of section 320 of
the Act, although voidable, is not void and may be affirmed by the Company in
general meeting within a reasonable time following the completion of such
transaction.



The Company has entered into the agreement on the basis that the Disposal will
be subsequently ratified by shareholders at an EGM of the Company to be convened
as soon as practicable although it is emphasised that the transaction is not
conditional upon Shareholder approval. In advance of the EGM, the Company has
received irrevocable undertakings from shareholders holding over 50% of the
Company's present issued ordinary share capital to vote in favour of the
resolution approving the Disposal to be proposed at the EGM.



The Directors of the Company (save for Chris Ball who is connected with the
transaction) consider, having consulted with the Company's Nominated Adviser,
City Financial Associates Limited, that the terms of the Disposal are fair and
reasonable in so far as the Company's shareholders are concerned. City Financial
Associates Limited has relied on the directors' commercial assessment of the
transaction.



In the unlikely event that the resolution approving the disposal is not approved
at the EGM the transaction is voidable at the option of the Company.



Contact:



Dinkie Heel plc

Geoff Martin, Finance Director                       0117 303 3404




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