Recommended Offer for Anker

RNS Number:4399Q
Torex Retail PLC
24 August 2005

Torex Retail Plc
24 August 2005

                                                           FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
                   UNITED STATES, CANADA, AUSTRALIA OR JAPAN

                                TOREX RETAIL PLC
  ___________________________________________________________________________

                        RECOMMENDED OFFER FOR ANKER PLC

            Offer Wholly Unconditional and Compulsory Acquisition of
                            Outstanding Anker Shares

The Board of Torex Retail Plc ("Torex Retail") announces that the offer (the
"Offer") made by UBS Investment Bank on behalf of Torex Retail for Anker Plc
("Anker") has today become wholly unconditional.

As at 3.00 p.m. on 23 August 2005, Anker had received valid acceptances of the
offer in respect of a total of 41,177,970 Anker Shares, representing
approximately 99.02 per cent. of the existing issued share capital of Anker.

As at 3.00 p.m. on 23 August 2005, valid acceptance of the Offer in relation to
8,292,325 Anker Shares, representing 19.94 per cent. of the existing issued
ordinary share capital of Anker, had been received electing for the basic terms
of the Offer, valid acceptances of the Offer in relation 26,192,409 Anker
Shares, representing approximately 62.99 per cent. of the existing issued
ordinary share capital of Anker, had been received electing for additional cash
under the Mix and Match Facility and valid acceptances of the Offer in relation
6,693,236 Anker Shares, representing approximately 16.10 per cent. of the
existing issued ordinary share capital of Anker, had been received electing for
additional New Torex Retail Shares under the Mix and Match Facility.

Prior to the posting of the Offer Document on 22 July 2005, Torex Retail had
received irrevocable undertakings or letters of intent from the Anker Directors
and certain other Anker Shareholders to accept or procure the acceptance of the
Offer in respect of, in aggregate, 31,347,988 Anker Shares, representing
approximately 75.4 per cent. of the existing issued ordinary share capital of
Anker. Included in the valid acceptances of the Offer set out above are
acceptances in respect of 31,347,988 Anker Shares, representing approximately
75.4 per cent. of the existing issued ordinary share capital of Anker, received
pursuant to such irrevocable undertakings and letters of intent.

Neither Torex Retail nor any persons deemed to be acting in concert with it for
the purposes of the Offer owned any Anker Shares (or rights over such shares) on
29 June 2005 (being the last dealing day prior to the commencement of the Offer
period) nor has Torex Retail nor any person deemed to be acting in concert with
it for the purposes of the Offer acquired or agreed to acquire any Anker Shares
(or rights over such shares) during the Offer period other than by way of
acceptances of the Offer.

Compulsory Acquisition and cancellation of listing

As described in the Offer Document, as and when Torex Retail receives
acceptances under the Offer in respect of, and/or otherwise acquired 90 per
cent. or more of the Anker Shares to which the Offer related, Torex Retail
intends to exercise its rights pursuant to the provisions of  sections 428 to
430F of the Companies Act 1985 to acquire compulsorily Anker Shares in respect
of which acceptances have not been received.

Accordingly, Torex Retail is today issuing notices under s.429 of the Companies
Act 1985 to Anker Shareholders who have not yet accepted the Offer that it now
intends to exercise its rights to acquire compulsorily all of those Anker Shares
still outstanding at the expiry of the requisite notice period.  In the
meantime, the Offer remains open for acceptance until further notice, although
the Mix and Match Facility is now closed.

Notice has also been sent to the Board of Anker requesting that the Anker
Directors make an application to AIM for cancellation of the admission to
trading of Anker Shares on AIM.  It is expected that such cancellation will
become effective after 20 clear business days following this announcement on the
20 September 2005.

For Anker Shares held in certificated form, Forms of Acceptance should be
completed, signed and returned in accordance with instructions set out in the
Offer Document and in the Form of Acceptance, so as to be received as soon as
possible. For Anker Shares held in uncertificated form, an Electronic Acceptance
should be made in accordance with instructions set out in the Offer Document so
that the TTE Instruction settles as soon as possible.

Settlement of consideration

Settlement of consideration to which any Anker Shareholder is entitled will be
effected: (i) in the case of acceptances received (complete in all respects) by
23 August 2005 within 7 days of this date; or (ii) in the case of acceptances
received (complete in all respects) after 23 August 2005 but while the Offer
remains open, within 7 days of such receipt.

Terms defined in the offer document dated 22 July 2005 (the "Offer Document")
shall, unless the context requires otherwise, have the same meanings in this
announcement.

Enquiries
Torex Retail Plc                                       Telephone: [phone]
Richard Thompson / Nigel Horn

UBS Investment Bank                                    Telephone: [phone]
Ben Robertson / Jackie Lee




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