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.