Acquisition

Carr's Milling Industries PLC
29 October 2004


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29 October 2004


                         Carr's Milling Industries PLC

               Proposed Acquisition of Meneba UK Holdings Limited

                    Notice of Extraordinary General Meeting


Carr's Milling Industries PLC, the Cumbria-based agriculture, food and
engineering business, has conditionally agreed to acquire Meneba UK Holdings
Limited, which owns and operates two flour mills, one in Kirkcaldy in Fife and
the other in Maldon in Essex.


Highlights of the Acquisition

 -   Carr's is proposing to acquire the entire issued share capital of Meneba
     UK for a Consideration of approximately £4.7 million

 -   In addition, Carr's has agreed to repay approximately £5.4 million of
     inter company debt owed by Meneba UK to its parent, Maxeres NV

 -   There is expected to be approximately £1.8 million of cash in the Meneba UK
     business on Completion, which will be used to repay existing debt
     facilities

 -   The Acquisition is conditional, inter alia, upon the approval of
     shareholders of Carr's

 -   It is expected that a circular containing full details of the Acquisition
     and containing a notice of an Extraordinary General Meeting will be sent
     to Carr's Shareholders on 1st November



The Robert Hutchinson flour mill, based at Kirkcaldy has an annual milling
capacity of approximately 90,000 tonnes of flour. It has a strong market
position in Scotland and supplies a full range of flour to both industrial and
craft bakers.  Greens flour mill, based at Maldon has an annual milling capacity
of approximately 45,000 tonnes of flour and serves the craft and ethnic sectors
in the south east of England.


The principal business reasons for the Acquisition are to:

 -   provide extra milling capacity;

 -   establish an enlarged milling group with a broad customer base with a
     strong market presence in the northern half of the UK;

 -   enable Carr's to increase activity in the speciality mixes market using
     both the Carrs and Greens brands; and

 -   reduce Carr's reliance on its Agriculture Division.



The Directors expect to achieve annual cost savings of approximately £0.35
million in the first full year of ownership and believe that the Acquisition
will be earnings enhancing in the first full year of ownership.


Chris Holmes, Chief Executive of Carr's, commented:  'The Meneba UK business
represents an excellent strategic fit for Carr's.  Meneba UK will more than
double the size of our flour business and provide an entry into some exciting
niche markets.  We fully expect the Acquisition to be earnings enhancing in the
first year of ownership.'


Trading since the interim results has been slightly ahead of market expectations
and the year to 3 September 2005 has started in line with expectations.  The
results for the year ended 28 August 2004 will be announced on Monday 8 November
2004.


For further information please contact:

Chris Holmes (Chief           Carr's Milling Industries    [phone]
Executive)                    PLC                          
Ron Wood (Finance Director)

James Grace                   Investec                     [phone]
Rupert Krefting

Charles Ponsonby              Bankside Consultants         [phone]


Investec Investment Banking, a division of Investec Bank (UK) Limited which is
authorised and regulated by the Financial Services Authority, is acting for
Carr's in connection with the Acquisition and is not acting for any person other
than Carr's and will not be responsible to any other person than Carr's for
providing the protections afforded to its customers or for providing advice to
any other person in connection with the Acquisition.


Introduction


The Board of Carr's announces today proposals to acquire the entire issued share
capital of Meneba UK from Maxeres NV for a Consideration of approximately £4.7
million.  Meneba UK owns and operates two flour mills, one in Kirkcaldy in Fife
and the other in Maldon, Essex.  In addition, the Company has agreed to procure
the repayment of approximately £5.4 million of Inter Company Debt owed by Meneba
UK to Maxeres NV immediately following Completion.


The repayment of the Inter Company Debt and the Consideration will be funded
from new and existing debt facilities.  Clydesdale Bank PLC has agreed to lend
up to £8.0 million to Carr's in connection with the Acquisition.  The Directors
estimate that Meneba UK will have cash balances of approximately £1.8 million at
Completion, which they intend to use to repay existing debt facilities.


In view of the size of the Acquisition in relation to Carr's, the Acquisition is
conditional, inter alia, upon the approval of Shareholders, which will be sought
at the EGM.


Information on Carr's


Carr's is a Cumbria-based business operating three Divisions:  Agriculture, Food
and Engineering.


Agriculture


The Agriculture Division sells and distributes animal feed, fertiliser and a
wide range of agricultural products from 14 branches, six of which sell
agricultural machinery, including the Massey Ferguson brand.  Within the
Division, fertiliser is blended at two locations in Scotland and one in the
north west of England.  These fertiliser products are sold direct through the
Division's sales force and also to third party merchants.


The Division produces low moisture high energy animal feed blocks from two
specialist patented production plants in the USA and one in the UK.  The brands
produced and marketed are Crystalyx, Calflyx and Horslyx in the UK and
Continental Europe.  In the USA, the brands produced and marketed are Smartlic
and Feed in a Drum.


Food


The Food Division comprises Carr's Flour Mills and Carr's Blends, based in
Cumbria, and Shackletons, based in Ireland.  Carr's Flour Mills is a flour
processing company that uses the latest milling technology to meet the quality
and specialist requirements of bakers, food manufacturers and retailers.  The
quality of the flour is based on the careful selection of wheat from across the
world, a motivated and highly qualified staff and the use of a modern, efficient
and flexible mill.  Carr's Blends produces Makefresh, a high quality bio-yogurt.
  Shackletons distributes flour and food ingredients in Ireland.


Engineering


The Engineering Division comprises Bendalls Engineering and R Hind, which are
based in Carlisle and Carrs MSM, which is based in Swindon.  Bendalls
Engineering is a business which designs and manufactures process plant and
equipment for the petrochemical, oil and gas, nuclear power, pharmaceutical,
process and water industries.  R Hind is a long established company providing
vehicle body building, repairs, servicing, conversions, painting and signwriting
for cars and commercial vehicles.  Carrs MSM designs and manufacturers master
slave manipulators, which are key components for nuclear and other engineering
businesses.


Information on Meneba UK


Meneba UK owns and operates two flour mills, one in Kirkcaldy in Fife, Scotland
and the other in Maldon in Essex, England.


The Kirkcaldy Mill


The Kirkcaldy Mill has an annual milling capacity of approximately 90,000 tonnes
of flour.  It has a strong market position in Scotland and supplies a full range
of flour to both industrial and craft bakeries.


The Maldon Mill


The Maldon Mill has an annual milling capacity of approximately 45,000 tonnes of
flour.  It produces flour for the craft and ethnic sectors in the south east of
England.


Summary financial information on Meneba UK for the three years ended 30 June
2004


The table below summarises the results of Meneba UK for the three years ended 30
June 2004 and the net assets of Meneba UK at each of those dates.

                                                   Year ended 30 June
                                 
                                       ---------       ---------        --------
                                        2002              2003            2004
                                       ---------       ---------        --------
                                          £m                £m              £m
                                       ---------       ---------        --------
Turnover                                27.9              28.0            32.5
--------------------------             ---------       ---------        --------
EBITDA                                   1.3               1.8             1.6
--------------------------             ---------       ---------        --------
Operating profit                         0.5               1.0             0.7
--------------------------             ---------       ---------        --------
Net assets                               4.0               4.5             4.8



The above figures have been extracted without material adjustment from the
accountant's report on Meneba UK set out in the Circular to be sent to
Shareholders.


Background to and reasons for the Acquisition


Carr's has a reputation for producing top quality flour at its mill in Silloth,
Cumbria.  The continued growth in sales volumes to its large bread and biscuit
making customers and of its branded retail Breadmaker flour is likely to result
in sales outstripping production capacity.  The Acquisition will provide extra
capacity and consolidate the position already enjoyed by Carr's and Meneba UK's
Kirkcaldy site as suppliers of quality flour throughout the northern half of the
UK.  It will also strengthen Carr's involvement in the in-store bakery and craft
sectors.  The Meneba UK mill at Maldon, Essex serves the important craft bakery
and ethnic bakery sectors in the South East.  The mill has also successfully
developed sales of speciality mixes sold under the Greens name.


In addition, the Directors believe that, as a result of the Acquisition, Carr's
will be able to increase production of flour and benefit from scale economies as
well as rationalising production processes between new and existing mills.  The
Directors anticipate annual cost savings of approximately £0.35 million in the
first full year of ownership as a result of the Acquisition.


Carr's Agriculture Division has historically been its largest Division as
measured by turnover and profit.  The Acquisition will increase the size of the
Food Division and will therefore reduce the reliance of the Company on the
Agriculture Division.


The Directors believe that the Acquisition will be earnings enhancing in the
first full year of ownership.


Terms of the Acquisition


Carr's has conditionally agreed to purchase the entire issued share capital of
Meneba UK for a Consideration of approximately £4.7 million.  In addition, the
Company has agreed to procure the repayment of approximately £5.4 million of
Inter Company debt owed by Meneba UK to Maxeres NV immediately following
Completion.


The repayment of the Inter Company Debt and the Consideration will be funded
from new and existing debt facilities.  Clydesdale Bank PLC has agreed to lend
up to £8.0 million to Carr's in connection with the Acquisition.  The Directors
estimate that Meneba UK will have cash balances of approximately £1.8 million at
Completion, which they intend to use to repay existing debt facilities.


The Acquisition is conditional, inter alia, on the approval of Shareholders
which is to be sought at the EGM.  If the Resolution is passed at the EGM,
Completion is expected to occur on the same day.


Management and organisation of the Enlarged Group


Following the Acquisition, it is anticipated that Meneba UK will become part of
Carr's Food Division.


Acquisition Facility Agreement


Pursuant to the Acquisition Facility Agreement, Clydesdale Bank PLC has agreed
to lend up to £8.0 million to Carr's in connection with the Acquisition and
associated acquisition costs.  Drawdown of funds by the Company pursuant to the
Acquisition Facility Agreement is conditional, inter alia, upon the Resolution
being passed at the Extraordinary General Meeting.


Current trading and prospects of Carr's


Carr's is a broadly-based business serving the agricultural, food and
engineering sectors.  Sales in the US of the low moisture animal feedblocks
Smartlic and Feed in a Drum are being expanded into new markets.  Sales of the
Crystalyx speciality blocks have also increased in the UK and Continental Europe
and retail sales through the 14 agricultural branches are showing good growth.
The recent increase in flour prices has had a beneficial effect on Carr's food
business.  The Engineering Division currently has a strong order book.


The Directors are encouraged by the performance of Carr's in both the last and
current financial years and look forward to the rest of the current financial
year with confidence.


In relation to Meneba UK, the Directors believe that progress to date in the
current financial year is encouraging and that Meneba UK is currently trading in
accordance with the expectations upon which the Directors value Meneba UK.


The Directors, having taken into account the expected benefits of the
Acquisition, view the Enlarged Group's trading and financial prospects for the
current financial year with confidence.


Voting


The Directors have irrevocably undertaken to vote in favour of the Acquisition
in respect of their own beneficial holdings totalling 93,725 Ordinary Shares,
representing approximately 1.17 per cent. of the current issued share capital of
Carr's.



DEFINITIONS


'Acquisition'        The proposed acquisition of Meneba UK by Carr's

'Acquisition         The facilities referred to in the Acquisition Facilities
Facilities'          Agreement

'Acquisition         The credit agreement between (1) Carr's and (2) Clydesdale
Facilities           Bank PLC
Agreement'

'Board' or           The Directors of Carr's
'Directors'

'Carr's' or 'the     Carr's Milling Industries PLC
Company'

'Circular'           The circular to be sent to Shareholders in connection with
                     the Acquisition

'Completion'         Completion of the Acquisition pursuant to the Sale and
                     Purchase Agreement

'Consideration'      The consideration payable by Carr's to Maxeres NV for the
                     entire issued and to be issued share capital of Meneba UK,
                     being approximately £4.7 million

'Companies Act'      The Companies Act 1985

'EGM' or             The Extraordinary General Meeting to be held in connection
'Extraordinary       with the Acquisition
General Meeting'

'Enlarged Group'     The Group following Completion

'FSMA'               The Financial Services and Markets Act 2000

'Group'              Carr's and its subsidiary undertakings

'Inter Company       The inter company debt due to Maxeres NV by Meneba UK at
Debt'                Completion

'issued share        Ordinary Shares in issue
capital' or 'issued
shares'

'Maxeres NV'         A company registered in the Netherlands with number
                     27079637, whose registered office is Brielselaan, Rotterdam
                     3081 AB, The Netherlands

'Meneba UK'          Meneba UK Holdings Limited, a wholly-owned subsidiary of
                     Maxeres NV

'Ordinary Shares'    Ordinary shares of 25 pence each in the capital of the
                     Company

'Sale and Purchase   The conditional agreement between (1) Maxeres NV and (2)
Agreement'           Carr's, dated 29 October 2004 in respect of the
                     Acquisition

'Shareholders'       Holders of Ordinary Shares









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