Extension of Waco International Offer

AAF Industries PLC
3 December 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               
                                                                              
                              EXTENSION OF OFFER                              

Waco International Limited ('Waco') announces that its revised recommended
unconditional cash offer ('Offer') for the 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 ('Offer Document') and its Revised Offer Document
dated 5 November 1999 ('Revised Offer Document') will remain open until
further notice.

As at 3pm on 2 December 1999, Waco owns, or has received valid acceptances in
respect of, in aggregate, 9,226,118 AAF Shares, representing approximately
39.96 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 in respect of a total of 22,851,347 AAF Shares, representing
approximately 98.98 per cent. of the issued share capital of AAF.

As announced on Friday, 19 November 1999, Waco now 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 and the Revised Offer
Document 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
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.