Scheme of arrangement

Marks & Spencer PLC
18 March 2002


 Marks and Spencer p.l.c. re: Scheme of Arrangement

At a hearing today, the High Court approved the Scheme of Arrangement between
Marks and Spencer p.l.c. and its shareholders. The Scheme will become effective
on 19 March 2002. The listing of shares in Marks and Spencer p.l.c. on the
London Stock Exchange will be suspended at 5.15pm today pending the Scheme becoming
effective. The listing of Marks and Spencer p.l.c. will be cancelled on 19 March
2002 and the listing of and dealings in Marks and Spencer Group p.l.c. ordinary
shares of 245 pence and B Shares of 70 pence will commence.

Under the terms of the Scheme, shareholders receive 17 Marks and Spencer Group
p.l.c. ordinary shares and 21 Marks and Spencer Group p.l.c. B Shares for every
21 shares in Marks and Spencer p.l.c. which they hold at 5 p.m. on 18 March
2002.

The High Court is expected to approve the Reduction of Capital in respect of
Marks and Spencer Group p.l.c. at a hearing on 20 March 2002. The Reduction of
Capital is expected to become effective on 22 March 2002 when the nominal value
of a Marks and Spencer Group p.l.c. ordinary share will be reduced from 245
pence to 25 pence.

Further announcements in relation to the Reduction of Capital will be made in
due course.



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

SOADGGMFVRKGZZM