Document re: Proposed Capital Reorganisation, etc.

Ross Group PLC
6 March 2000



DOCUMENT RE: PROPOSED CAPITAL REORGANISATION

                         FOLLOWED BY

             PROPOSED RIGHTS ISSUE OF UP TO 50,233,402 RIGHTS SHARES ON 
             A BASIS REPRESENTING 17 RIGHTS SHARES FOR EVERY 2 NEW ORDINARY     
            SHARES AT 5.5p PER RIGHTS SHARE

                         AND 

             PROPOSED PURCHASE OF NEW PREFERENCE SHARES
                       
                         AND

            PROPOSED ISSUE OF SHARE WARRANTS

A copy of the above is available for inspection from the Company Announcements
office of the London Stock Exchange.