Acquisition

Avingtrans PLC
31 May 2002

                                 AVINGTRANS PLC

                        Acquisition of JGWT, JRT and C&H

         Subscription for 727,273 new Ordinary Shares at 55p per Share

                 Issue of 1.6 million Warrants at 50p per Share



                                                                     31 May 2002

Avingtrans PLC ('Avingtrans' or 'the Company') announces that it has
conditionally agreed to buy the Jena Group from Ferraris Group plc for a maximum
cash consideration of £3.0 million. Due to the nature of the Acquisition, the
transaction will be treated as a reverse takeover under the AIM Rules and as
such it will require the approval of Shareholders.

The Jena Group consists of four companies operating in the precision engineering
sector in Germany, the US and the UK. The Jena Companies specialise in the
manufacture, repair and maintenance of ballscrew actuators. Ballscrew actuators
are precision components critical to the operation of computer controlled (CNC)
machinery and precision instruments where reliability and positional accuracy,
combined with precision controlled movement is required.

C&H carries out the final polishing operations on a wide range of turbines and
compressor blades and vanes for the aerospace and power generation industries in
the UK, Scandinavia and France. The C&H building also houses the group
management, distribution and financial personnel of the Jena Group.

The key points of the acquisition and fund raising are as follows:

  • Acquisition of JGWT, JRT and C&H for a maximum cash consideration of £3.0
    million

  • £400,000 subscription at 55p per share by the management team

  • Issue of 1.6 million performance based Warrants at 50p per share vesting
    over 4 years to the management team

  • Placing of 24.1% of existing share capital with institutions

  • Ken Baker OBE, former Chairman of Ferraris Group plc, becomes Chairman.
    Steven Lawrence MD of Jena Group joins the Board

  • Future strategy to focus on further expansion into the manufacture, repair
    and maintenance of precision engineering instruments and potentially into
    the medical and scientific products market9,20,25

Jeremy Hamer, the current Chairman of the Company, said,

'Following an extended search for a suitable acquisition opportunity, I am
delighted to announce the acquisition of the Jena Group. I am particularly
delighted that the team responsible in the future for managing these companies
is investing £400,000 of their own resources in this plan.'

A circular, comprising an Admission Document under the AIM Rules, together with
a Notice of an Extraordinary General Meeting and a form of proxy will be sent to
Shareholders today and is now available for inspection at Nabarro Nathanson,
Lacon House, 84 Theobald's Road, London, WC1X 8RW. This summary should be read
in conjunction with and subject to, the full text of this announcement. Terms
used in this summary have the same meaning as those in the Appendix.





For further information please contact:

Name                                 Company                              Contact number

Jeremy Hamer                         Avingtrans plc                       07977 234614
Greg Aldridge                        Bridgewell                           020 7523 5817

Bridgewell, which is regulated by the FSA, is acting for Avingtrans and no-one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Avingtrans for providing advice in
relation to the matters referred to in this announcement or any transactions
referred to herein.

Background and reasons for the Acquisition

On 13 October 2000, it was announced that Avingtrans (then known as Frank Usher
Holdings plc) had agreed to dispose of its operating businesses to Goldstart
Limited. This transaction was completed on 1 December 2000. Since that time,
Avingtrans has had no trading businesses, but has retained a sum of
approximately £4.2 million in cash on deposit. The directors have been seeking
an acquisition opportunity and have reviewed a large number of companies in the
past months. The purpose of the search was to find an opportunity that afforded
shareholders a combination of good long-term growth and an acceptable level of
risk. The unacceptable levels of risk involved in making an acquisition in the
telecoms, media and technology sectors, which were in favour eighteen months
ago, resulted in the Company's search becoming focused on more mature sectors.
These sectors appeared to the directors to offer a higher possibility of
positive cash flow generation, the potential for the payment of dividends, asset
backing and long-term growth in shareholder value.

The Directors and the Proposed Director believe that the Acquisition will
achieve each of the Board's key search criteria. It will give Shareholders the
opportunity to participate in the future growth of the Jena Group, companies
with a track record of profitability and cash generation. The Directors and the
Proposed Director believe that the Jena Group has a business plan that is
attainable and which is intended to deliver growth to Shareholders, both
organically and by making acquisitions in what the Directors and the Proposed
Director consider to be a relatively fragmented market sector.

On 19 February 2002, Avingtrans announced that it was intending to apply to the
UK Listing Authority for the transfer of its entire issued share capital from
the Official List to AIM, in order to take advantage of the greater degree of
flexibility afforded by AIM for the performance of corporate transactions.
Avingtrans announced that its shares had been admitted to trading on AIM on 19
March 2002. The Board believes that, following the announcement of the proposed
Acquisition and the Company's intention to seek further corporate transactions,
this move will prove to be beneficial to the Company in the long term.

P41

Acquisition of the Jena Group

Avingtrans has conditionally agreed to acquire the entire issued share capitals
of each of JGWT, JRT and C&H for a cash consideration of up to £3.0 million. The
Acquisition is conditional on Shareholder approval. During the search for an
appropriate acquisition, Mr Ken Baker, a non-executive director of the Company,
informed the Board that a medical products company, of which he was the
non-executive Chairman, Ferraris, was planning to dispose of the Jena Group as
it was no longer core to Ferraris' strategy. So as to avoid any conflict of
interest, Mr Baker had no involvement in the negotiations with Ferraris. The
Company's nominated adviser, Bridgewell, was asked to assist in these
negotiations with Ferraris on behalf of the Company. Because of the involvement
of Mr Baker as a director with both Ferraris and Avingtrans, the Acquisition is
deemed to represent a related party transaction under the AIM Rules.

The Jena Group consists of four companies, involved in the manufacture, repair
and maintenance of ballscrew actuators and other precision engineering
components and the precision finishing of turbine and compressor components. It
has activities based in Germany, the US and the UK. Following the Acquisition,
the Enlarged Group will seek to expand both organically and by acquisition in
related businesses. The Proposed Board are investigating a number of areas for
expansion; in particular the further expansion of Jena's product range into the
medical and scientific products market.

Financial Information on the Jena Group

The pro forma net assets of the Jena Group was £3,670,274 as at 31 August 2001.
A pre completion dividend of £570,000 will be paid to the vendors. The turnover
of the Jena Group for the year ending 31 August 2001 was £7,450,000 with an
operating profit before management charges to the vendor group of £1,088,000 and
a profit before tax of £818,000.

The Jena Group has traded at lower levels than the previous year due to the
downturn in orders experienced in the third and fourth quarters of 2001. Signs
of increased order enquiries are being experienced again. In spite of these
adverse conditions the Jena Group has traded above break even (before
exceptional redundancy costs) in the eight months to April 2002.

Subscription for new shares by the management of the Jena Group

As part of the terms of the Acquisition, and by way of an indication of their
support for the Enlarged Group, Ken Baker and Steven Lawrence (the Proposed
Director) have applied to subscribe for 545,455 and 181,818 respectively of the
Subscription Shares at a price of 55p per share. The Subscription Shares will be
subscribed for on a non pre-emptive basis and the funds raised, being £0.4
million, will be used by the Enlarged Group as working capital to assist
expansion. The expenses of the proposals are being met out of existing cash
resources of the Company.

In addition to the Subscription Shares, and in recognition of their support for
the Enlarged Group, Ken Baker and Steven Lawrence will receive 1,040,000 and
560,000 Warrants respectively. These Warrants will entitle Mr Baker and Mr
Lawrence to subscribe for an equivalent number of Ordinary Shares at a price of
50p per share, subject to the achievement of certain performance conditions
related to growth in earnings per share of the Company.

The Subscription Agreement contains an undertaking from Mr Baker and Mr Lawrence
that neither of them will dispose of their Subscription Shares (other than to
their family members) for a year following Admission and not to exercise any
Warrants that become eligible until August 2006. Any disposals thereafter until
31 May 2008 will only be effected through the Company's brokers on an orderly
market basis. The Subscription and the issue of the Warrants represent related
party transactions under Rule 12 of the AIM Rules by virtue of the fact that Ken
Baker is a director of Avingtrans, and as a result, the Independent Director are
required to consult with the Company's nominated adviser, Bridgewell. The
Subscription and the grant of the Warrants are conditional on the Acquisition
Agreement becoming unconditional in all respects and being completed in
accordance with its terms.

Placing of the Bruh Family shares

Subject to the Acquisition Agreement becoming unconditional in all respects and
being completed in accordance with its terms, the Bruh Family have placed 1.55
million of the Existing Shares held by them with institutional shareholders. As
a result of this placing, the Bruh Family's holding will be reduced to 105,292
Ordinary Shares (representing 1.5 per cent of the share capital of the Company
immediately following Admission). In view of his interest in this Placing
Stephen Bruh has decided that it would not be appropriate for him to be regarded
as an independent director for the purposes of giving any recommendations to
Shareholders.

The Board is delighted to welcome the new shareholders to the register. It
believes that their presence is essential for the future growth strategy of the
Company.

Board Changes

In the event that the Resolutions are passed, the following board changes will
be made. Ken Baker will become Chairman of the Company and Jeremy Hamer will
become a Non-Executive Director. The Board feels that these changes will enable
the Company to make more use of Ken Baker's experience with the Jena Group and
his considerable expertise in the engineering industry.

In addition, Steven Lawrence, the managing director of JRT and C&H, will become
an Executive Director of the Enlarged Group. Stephen Bruh, who was the Company's
Chief Executive while it was seeking acquisition targets, will remain as a
Non-Executive Director. As of 1 January 2002, Stephen Bruh stepped down as Chief
Executive of the Company.

Directors

Details of the Directors and their backgrounds are as follows:

Kenneth Michael Baker OBE, MSc, C.Eng. (Chairman, aged 67)

Ken Baker is a director of two other quoted companies, Falcon Investment Trust
and The East German Investment Trust. He is also a director of The German
British Chamber of Industry and Commerce and a director of a number of private
family companies. Until April of this year Ken Baker was Chairman of Ferraris,
the current owner of Jena, and was instrumental in the acquisition and operation
of both companies in the Jena Group. Ken Baker has been involved in the
management and direction of groups of precision engineering companies for most
of his business life and was previously a director and owner of PGM Ballscrews
Ltd., a similar precision component manufacturer.

Jeremy Hamer (Non-executive Director, aged 50)

Jeremy Hamer has been the Chairman of Avingtrans since 1998 and has overseen
both the disposal of the Frank Usher operating businesses and the search for a
suitable acquisition for the Company. Jeremy is an associate of Elderstreet DrKC
Ltd, non-executive Chairman of Inter Link Foods plc and non-executive deputy
Chairman of Honeysuckle Group plc both of which are AIM listed companies.

Stephen Bruh (Non-executive Director, aged 56)

Stephen Bruh is a representative of the Bruh family, who were the founders of
Frank Usher and major shareholders of Avingtrans. He joined Frank Usher in 1970
and was the Sales Director at the time of the disposal of the Frank Usher
operating business in November 2000. He holds no other public company
directorships.

Proposed Director

Following the Acquisition, it is proposed that Steven Lawrence will be appointed
as an Executive Director of Avingtrans.

Steven Lawrence (Executive Director, aged 46)

Steven has an MBA from Leicester University and has been involved in precision
instrumentation since 1976. He joined the Jena Group from PGM Ballscrews Ltd,
another business involved in the precision engineering components sector. Steven
formed JRT in 1992 in conjunction with Ferraris Group as a sales and
distribution business servicing the UK and North American markets. He was
appointed a director of JGWT in 1996. He was appointed a Director of C&H in
1999.

Steven Lawrence was a director of Panther Hydraulics Limited which was
liquidated on the 25/04/1995 during his time as a director.

There are no further disclosures which are required to be made in respect of
Schedule 2(f) (iii) - (viii) of the AIM rules for Steve Lawrence.

Details of the Directors' service agreements are set out in Appendix 2 to this
agreement.2

Irrevocable undertakings

Irrevocable undertakings have been obtained from other Shareholders to vote in
favour of the Resolutions in respect of 2,350,124 of the Existing Ordinary
Shares, representing 37.2 per cent. of the existing issued share capital of the
Company.

Extraordinary General Meeting

Extraordinary General Meeting is to be held at the offices of Nabarro Nathanson,
Lacon House, Theobald's Road, London WC1 8RW at 11.00 a.m. on 28 June 2002, at
which meeting resolutions will be proposed for the following purposes:
(a)     To approve the Acquisition;

(b)     To approve the Subscription and the grant of the Warrants;

(c)     (i)                         to increase the authorised share capital of the Company from £500,000 to
                                    £1,000,000;

        (ii)                        to confer on the Directors authority to allot the Warrants and relevant up to
                                    an aggregate nominal amount of £141,740; and

        (iii)                       to disapply the statutory pre-emption provisions of section 89 of the Act;

(d)     To adopt the New Articles.


Admission to trading on AIM

As the Acquisition is a reverse takeover under the AIM Rules, following approval
at the EGM and completion of the Acquisition and the Subscription, the Directors
will apply for the Existing Ordinary Shares to be re-admitted and the
Subscription Shares to be admitted to trading on AIM. The Company's nominated
adviser is Bridgewell. Dealings in the Ordinary Shares are expected to commence
on 1 July 2002 and copies of the AIM Admission Document will be available to the
public, free of charge, from the Company's registered office for a period of 14
days from commencement of dealings.

Related party transaction

Under the AIM Rules the Acquisition, the Subscription and the issue of the
Warrants are related party transactions. The Independent Director, Jeremy Hamer,
considers, having consulted with its nominated adviser, Bridgewell, that the
terms of the transaction are fair and reasonable insofar as the shareholders are
concerned.



Appendix 1

Definitions

The following words and expressions have the following meanings in this
announcement, unless the context requires otherwise:


'Acquisition'                       the proposed acquisition by Avingtrans of the Jena Group pursuant to the
                                    Acquisition Agreement

'Acquisition Agreement'             the conditional agreement dated 31 May 2002, between Ferraris and the Company

'Admission'                         Admission of the Subscription Shares and the re-admission of the Existing
                                    Shares to trading on AIM becoming effective in accordance with the AIM Rules

'AIM'                               the Alternative Investment Market of the London Stock Exchange

'AIM Rules'                         the rules of the London Stock Exchange governing the admission to, and
                                    operation of, AIM

'Bridgewell'                        Bridgewell Corporate Finance Limited (registered no. 3964824)

'Bruh Family'                       the members of the Bruh family who hold Ordinary Shares, including Trustees of
                                    the Max Bruh Discretionary Settlement Trust

'C&H'                               C&H Precision Finishers Limited, a private company incorporated in England and
                                    Wales and a wholly owned subsidiary of Ferraris

'Company' or 'Avingtrans'           Avingtrans PLC

'Directors' or 'Board'              the directors of the Company whose names appear in the Admission Document

'EGM'                               the extraordinary general meeting of the Company convened for 11.00 am on 28
                                    June 2002, or any adjournment of such meeting

'Enlarged Group'                    Avingtrans, as enlarged by the acquisition of the Jena Group

'Existing Ordinary Shares'          the 6,322,531 existing Ordinary Shares

'Ferraris'                          Ferraris Group plc

'Independent Director'              Jeremy Hamer

'Jena Companies'                    JGWT, JTI, JRT

'Jena Group'                        the Jena Companies and C&H

'JGWT'                              Jenaer Gewindetechnik GmbH, a private company incorporated in Germany and a
                                    wholly owned subsidiary of Ferraris

'JRT'                               Jena Rotary Technology Limited, a private company incorporated in England and
                                    Wales and a wholly owned subsidiary of Ferraris

'JTI'                               Jena-Tec Inc. a private company incorporated in the USA and a wholly owned
                                    subsidiary of JGWT

'Official List'                     the Official List of the UK Listing Authority

'Ordinary Shares'                   ordinary shares of 5p each in the capital of the Company

'New Articles'                      the new articles of association of the Company proposed to be adopted pursuant
                                    to Resolution 4 to be proposed at the Extraordinary General Meeting

'Proposed Board'                    the Directors and the Proposed Director

'Proposed Director'                 Steven Lawrence

'Resolutions'                       the resolutions to be proposed at the Extraordinary General Meeting

'Shareholders'                      the holders of Ordinary Shares

'Subscription'                      the subscription for 727,273 new Ordinary Shares at the Subscription Price by
                                    Kenneth Baker and the Proposed Director on the terms and subject to the
                                    conditions of the Subscription Agreement

'Subscription Agreement'            the conditional agreement between (1) Kenneth Baker and the Proposed Director
                                    and (2) the Company dated 31 May 2002

'Subscription Price'                55p per Subscription Share

'Subscription Shares'               the 727,273 new Ordinary Shares which are the subject of the Subscription

'UK Listing Authority'              the Financial Services Authority in its capacity as the competent authority
                                    for the purposes of Part VI of the Financial Services and Markets Act 2000

'Warrants'                          the Class A Warrants and the Class B warrants to be granted to the Proposed
                                    Director and the Class C warrants to be granted to Ken Baker



Appendix 2

Directors' service agreements

Steven Lawrence

On 31 May 2002 Steven Lawrence, entered into a service agreement with the
Company. The service agreement is conditional upon the Acquisition Agreement
becoming unconditional in all respects and not being terminated in accordance
with its terms. Under the terms of the service agreement, Steve Lawrence is
required to work full time at a basic annual salary of £80,000. The salary
payable under the service agreement is subject to annual review by the Company.
Steven Lawrence is also entitled, at the discretion of the remuneration
committee of the Company, to receive an annual bonus. The service agreement is
terminable by either party by giving to the other twelve month's notice. The
service agreement is for .an initial fixed period of .2 years provided that
either party may terminate his employment on twelve months' written notice after
the first year. The service agreement contains restrictive covenants so as to
protect the goodwill of the Group which apply on the termination of the
director's employment. In addition, Steven Lawrence is entitled to receive a
contribution of .10 per cent. of his annual salary to a personal pension plan
and to receive private medical benefits.

K.M. Baker Associates Limited ('KMB')

K.M. Baker Associates Limited ('KMB') .has entered into a .management agreement
dated 31 May 2002 with the Company pursuant to which it will provide the
consultancy services of Ken Baker to the Enlarged Group. KMB will be entitled to
an annual fee of £35,000. It is required to .provide its services for such time
as is required to perform its duties. Ken Baker is entitled to reimbursement of
his expenses. The management agreement is conditional upon the Acquisition
Agreement becoming unconditional in all respects and not being terminated in
accordance with its terms.

Non-executive directors

Each non-executive director has entered into a letter of appointment with the
Company dated 31 May 2002, whereby each of them has agreed to serve as a
non-executive director of the Company, and to attend board meetings. An annual
fee of £20,000 is payable to .Jeremy Hamer and Stephen Bruh. Each non-executive
director is entitled to reimbursement of expenses. Each appointment is for a
fixed term of 1 year and is thereafter terminable on 3 months' notice to be
given by either party.



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