Scheme of Arrangement, etc

Diploma PLC
17 April 2000


DIPLOMA PLC
Repayment of Capital and Scheme of Arrangement.

Diploma PLC announces that at a hearing of the High Court held
today the proposed Scheme of Arrangement was approved.

The implementation of the Scheme, scheduled for tomorrow April
18, entails New Diploma PLC ('new Diploma') becoming the
immediate holding company of Diploma PLC ('old Diploma'); then
new Diploma changing its name to Diploma PLC and old Diploma
changing its name to Diploma Holdings PLC.  Accordingly, as
set out below, dealings in the existing shares of old Diploma
will cease with effect from the close of business today.
Dealings in the shares of new Diploma will commence tomorrow,
April 18 at 8.00 a.m.

Under the Scheme of Arrangement, shareholders of old Diploma
will receive for every 2 existing shares 1 share in new
Diploma and £2 in cash.  The cash element amounts to a return
of approximately £50.3 million to the shareholders of old
Diploma.

The timetable of principal events is as follows:

Last dealings in old Diploma shares:  4.30 p.m., today 17
April 2000

Scheme record time:  6.00 p.m., today 17 April 2000

Effective date for Scheme:  tomorrow 18 April 2000

Dealing in shares of new Diploma (renamed Diploma PLC):  8.00
a.m., tomorrow 18 April 2000

New shares credited to CREST accounts:  tomorrow 18 April 2000

Payment through bank accounts and CREST and despatch of share
certificates and cheques 25 April 2000

ENQUIRIES:

Diploma PLC               020 7638 0934
Bruce Thompson, Chief Executive Officer
Andrew Parkinson, Finance Director