Offer from Waco International Increased to 128p

AAF Industries PLC 5 November 1999 Not for release or distribution in or into the United States of America, Canada, Australia or Japan RECOMMENDED UNCONDITIONAL CASH OFFER BY KPMG CORPORATE FINANCE ON BEHALF OF WACO INTERNATIONAL LIMITED FOR THE ISSUED SHARE CAPITAL OF AAF INDUSTRIES PLC NOT ALREADY OWNED BY WACO INTERNATIONAL LIMITED AND ITS SUBSIDIARIES REVISED OFFER Waco International Limited ('Waco') announces that its recommended unconditional cash offer (the 'Offer') for the issued share capital of AAF Industries plc ('AAF') not already owned by the Waco Group as set out in its Offer Document dated 24 September 1999, is increased from 120 pence for each AAF Share to 128 pence for each AAF Share and the last time for acceptance is extended to 3.00 pm on 19 November 1999 (the 'Revised Offer'). AAF Shareholders who have already accepted the Offer need take no further action. Those AAF Shareholders who have accepted the Offer and received payment will be sent a cheque for the balance of the increased consideration of 8 pence for each AAF Share. Those AAF Shareholders who have accepted the Offer but have not yet been paid will receive a cheque for the full Revised Offer consideration. A letter from KPMG Corporate Finance setting out the terms of the Revised Offer will be posted to AAF Shareholders today. As at 3.00 pm on 4 November 1999 valid acceptances of the Offer had been received in respect of 4,096,276 AAF Shares, representing approximately 17.74 per cent. of the issued share capital of AAF. Waco has received irrevocable undertakings to accept the Revised Offer in respect of 4,477,667 AAF Shares, representing approximately 19.40 per cent. of the issued share capital of AAF. Prior to the commencement of the Offer on 24 September 1999 the Waco Group, including all persons acting in concert with Waco, owned 13,625,229 AAF Shares, representing 59.02 per cent. of the issued share capital of AAF. Consequently, the Waco Group now owns and has received valid acceptances of the Offer and irrevocable undertakings to accept the Revised Offer in respect of a total of 22,199,172 AAF Shares, representing approximately 96.16 per cent. of the issued share capital of AAF. Following receipt of acceptances of the Revised Offer in accordance with the irrevocable undertakings given to it, Waco intends to apply the provisions of Sections 428 to 430F of the Companies Act 1985 to acquire compulsorily any outstanding AAF Shares. Words and expressions defined in the Offer Document dated 24 September 1999 shall, unless the context otherwise requires, have the same meanings when used in this announcement. Enquiries: Waco International Limited 00271 1883 4119 Mike Smithyman Mark Towler KPMG Corporate Finance 0171 311 1000 David Simpson Marc Cramsie AAF Industries plc 01964 542131 Andrew Walker KPMG Corporate Finance, a division of KPMG which is authorised by the Institute of Chartered Accountants in England and Wales to carry on investment business, is acting for Waco and no one else in connection with the Offer and the Revised Offer and will not be responsible to anyone other than Waco for providing the protections afforded to clients of KPMG Corporate Finance nor for giving advice in relation to the Offer and the Revised Offer. The contents of this announcement have been approved for the purpose of Section 57 of the Financial Services Act 1986 by KPMG Corporate Finance.