Stmnt re Turnpyke Group PLC

LONDON STOCK EXCHANGE
13 July 1999



TURNPYKE GROUP PLC

Introduction

1.  A hearing of the Quotations Committee (the 'Committee') of the
    London Stock Exchange (the 'Exchange') took place on 13 July 1999 to
    consider a referral from the Listing Department under paragraph 1.8 of
    the Listing Rules concerning the circumstances surrounding the failure by
    Turnpyke Group PLC (the 'Company') to obtain the prior approval of its
    shareholders in general meeting for the Class 1 disposal of its property
    at Ettingshall Road, Wolverhampton, West Midlands (the 'Property') to a
    related party.
  

Decision

2.  The Committee's decision is as follows:

    a) The Company was in breach of paragraphs 10.37 and 11.4(c) of the
       Listing Rules by failing to obtain the prior approval of its shareholders
       in general meeting for the Class 1 disposal of the Property to a related
       party; by failing to make the disposal conditional upon approval being
       obtained from its shareholders in general meeting; and by failing to
       publish a circular to shareholders seeking their prior approval.
     
    b) The Committee censures the Company and considers it appropriate in
       the circumstances that its decision and the reasons therefor should be
       made public.

Reasons
  
3.  The Committee was appointed to consider a referral from the Listing
    Department of the circumstances surrounding the sale of the Property by
    the Company to Hebron & Medlock (Holdings) Limited, a related party under
    the Listing Rules, in respect of which contracts were exchanged and the
    sale was completed on 22 December 1998.  The disposal fell within the
    Class 1 requirements that are set out in paragraph 10.37 of the Listing
    Rules and the Company knew both that the disposal was classified as such
    and also that the Property was being sold to a related party.  However,
    the Company failed to obtain shareholders' approval for the transaction
    before contracts were exchanged and the sale was completed on 22 December
    1998 or to make the transaction conditional upon such approval being
    first obtained, but did issue a circular on 29 March 1999 seeking
    ratification from shareholders for the disposal, which it duly obtained.
  
4.  The Company has acknowledged that it was in breach of paragraphs
    10.37 and 11.4(c) of the Listing Rules and has stated by way of
    explanation that the breach was caused by the pressure under which the
    Company was operating towards the end of 1998, which had clearly been a
    difficult year for it.  In particular, the Company drew the Committee's
    attention to the financial difficulties it faced and that the sale of the
    Property was completed as quickly as possible to prevent the Company from
    having to cease trading.

5.  The Company took advice from its advisers on 21 December 1998 who
    contacted the Exchange on 22 December 1998 to request a waiver on behalf
    of the Company from paragraphs 10.37 and 11.4(c) of the Listing Rules in
    respect of the sale of the Property.  Before any such waiver was granted
    the Company had completed thesale on 22 December 1998.  A circular was
    issued on 29 March 1999 (approved by the Exchange) which referred to the
    failure to obtain prior approval from shareholders and sought their
    retrospective ratification for the sale of the Property.

6.  The Committee has taken into account the Company's admission of itst
    interests of the Company and its shareholders, the difficult
    circumstances in which the Company found itself and the fact that, when
    the transaction was finally put to shareholders to vote upon it, it was
    approved.

7.  Nonetheless, the Committee regards the requirements of paragraphs
    10.37 and 11.4(c) as important protections for shareholders and takes the
    most serious view of listed companies which knowingly disregard them.
    The directors of the Company proceeded with exchange of contracts and
    completion of the sale of the Property without having regard to the
    requirements of paragraphs 10.37 and 11.4(c) of the Listing Rules; in the
    Committee's view the circumstances upon which the Company has relied do
    not excuse that conduct.