Waco Int Ltd Cash Offer Terms

AAF INDUSTRIES PLC 18 October 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 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, will remain open for acceptances until 3.00 pm on 5 November 1999 and will not be extended thereafter. As at 3.00 pm on 15 October 1999, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 3,805,011 AAF Shares, representing approximately 16.48 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 owns, or has received valid acceptances in respect of, a total of 17,430,240 AAF Shares, representing approximately 75.50 per cent. of the issued share capital of AAF. 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 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. The contents of this announcement have been approved for the purpose of Section 57 of the Financial Services Act 1986 by KPMG Corporate Finance. 18 October 1999