Disposal of Weston

Roxboro Group PLC
22 May 2003

                FOR RELEASE AT 7.00 A.M. ON THURSDAY 22 MAY 2003





                             THE ROXBORO GROUP PLC



                        PROPOSED SALE OF WESTON FOR CASH



                 SUBSTANTIAL RETURN OF CAPITAL TO SHAREHOLDERS



                                      AND



                             CAPITAL REORGANISATION



The Roxboro Group PLC, the international specialist electronics group, announces
the proposed sale of the Weston Group, its aerospace sensors division to
Esterline Technologies Corporation, for cash consideration; the return of
capital to shareholders and a capital reorganisation.



Highlights:




  • Proposed sale of the Weston Group to Esterline for £55m cash
    consideration, payable by Esterline at completion




  • A substantial return of capital to Roxboro Shareholders, representing 75p
    per Existing Ordinary Share and amounting to approximately £42.6m in total




  • The £55m cash consideration compares with a market capitalisation of
    £90.5m for the whole of the Roxboro Group, including the Weston Group, as at
    the close of business on 20 May 2003




  • The Weston Group is a leading manufacturer of sensors and measurement
    products as well as test systems, used extensively in gas turbine
    applications for the aerospace and power industries. In the year to 31
    December 2002 Weston produced an operating profit of £3.4m on sales of
    £31.4m




  • After receiving a number of unsolicited approaches to acquire the Weston
    Group, Roxboro conducted a formal auction process leading to this
    announcement




  • The proceeds from the proposed disposal will enable Roxboro to reduce its
    borrowings. The excess will be used to make a significant return of capital
    to shareholders and the group's strengthened balance sheet will enable
    continued investment in the group's ongoing operations




  • Following the Proposed Disposal, Roxboro will consist of two divisions,
    namely: Solartron (manufacturer of measurement and instrumentation equipment
    primarily focused on the oil and gas sector and process and utility
    industries) and Dialight (a company specialising in applying LED technology
    into lighting applications)




  • Esterline is a specialised manufacturing company focussing on the
    aerospace and defence sectors and with operations in the US, UK and
    continental Europe.



Commenting on the Proposed Disposal and Capital Reorganisation, Harry Tee,
Roxboro's Chief Executive, said:



'I am delighted we have been able to realise the true value of Weston for our
shareholders. Weston is a high quality business but is concentrated in a market
that is consolidating and will be better able to compete as part of an aerospace
focussed Group. I am very pleased we have been able to return a substantial sum
to shareholders and at the same time, strengthen our balance sheet. Roxboro's
strategy will continue to be based on building our two remaining divisions and
creating value for shareholders'













Enquiries:



Roxboro:



Harry Tee     01223 424 626

Alf Vaisey     01223 424 626



HSBC:



Alastair Moreton     020 7992 2456

Julian Gray     020 7992 2113



Cazenove:



Julian Cazalet     020 7588 2828

Patrick Magee     020 7588 2828



Hudson Sandler:



Alistair Mackinnon-Musson     020 7796 4133

Philip Dennis     020 7796 4133

A circular (the 'Circular') containing further details relating to the Proposed
Disposal, the Capital Reorganisation Proposals and the convening of the EGMs
will be sent to Shareholders later today.


                FOR RELEASE AT 7.00 A.M. ON THURSDAY 22 MAY 2003




                             THE ROXBORO GROUP PLC


                        PROPOSED SALE OF WESTON FOR CASH


                 SUBSTANTIAL RETURN OF CAPITAL TO SHAREHOLDERS


                                      AND


                             CAPITAL REORGANISATION


Introduction


The board of Roxboro announces that it has entered into an agreement for the
Proposed Disposal of the Weston Group to Esterline for £55 million, to be
satisfied in cash at Completion. It also announces that following the Proposed
Disposal, Roxboro intends to return approximately £42.6 million, equivalent to
75p per share, to its shareholders, by way of a Bonus Issue and redemption of B
Shares and to reorganise its capital by way of the Share Capital Consolidation.


In view of the size of the Proposed Disposal relative to Roxboro, the Proposed
Disposal is conditional upon the approval of Shareholders. The 1st EGM, at which
the Resolution approving the Proposed Disposal will be proposed, is being
convened for this purpose and will be held at the offices of Clifford Chance LLP
at 200 Aldersgate Street, London EC1A 4JJ at 10.00 a.m. on 9 June 2003.


The Bonus Issue and the Share Capital Consolidation are conditional upon the
approval of Shareholders, Completion, the Capital Reduction becoming effective
(unless this condition is waived by the Directors) and Admission. The 2nd EGM,
at which resolutions for the purpose of implementing the Capital Reorganisation
will be proposed, is being convened for this purpose and will be held at the
offices of Clifford Chance LLP at 200 Aldersgate Street, London EC1A 4JJ at
10.00a.m. on 16 June 2003.


Details of the Proposed Disposal


The Buyers have agreed to acquire the entire issued share capital of the Weston
Companies (Weston Aerospace, Norwich Aero Products Inc., Pressure Systems Inc.
and Pressure Systems International Limited) on a debt and cash free basis for a
total consideration of £55 million before adjustments for working capital. The
Proposed Disposal Agreement provides for a working capital adjustment such that
there will be a pound sterling for pound sterling adjustment to the
consideration in respect of the working capital of each member of the Weston
Group which, if the amount of working capital at Completion is more than £6.5
million, will result in a payment by the Buyers to the Sellers or which, if the
amount of working capital at Completion is less than £5.9 million, will result
in a payment by the relevant Seller to the Buyers.


The profit before tax generated by the sale of the Weston Group (after the
charging of goodwill contained in the Roxboro Group balance sheet as at 31
December 2002 of £2.9m together with goodwill previously written off to reserves
amounting to £21.7 million) is estimated at £15.6 million (subject to the
working capital adjustment) and will be reflected in Roxboro's forthcoming
interim results.


The Buyers intend to finance the acquisition by way of a bond issuance or, in
the alternative, by drawing on committed bank facilities containing customary
terms and conditions. However, the Proposed Disposal is not conditional on the
Buyers' financing.


The Buyers have agreed in the Proposed Disposal Agreement to procure that for
the period of 12 months from Completion the existing terms and conditions of
employment, including pension benefits, of the management and employees of the
Weston Group will not be changed.


The Proposed Disposal is conditional upon obtaining the approval of Shareholders
at the 1st EGM. If the Resolution is passed at the 1st EGM, Completion is
expected to take place on 11 June 2003.


Background to and reasons for the Proposed Disposal


In 1994, Roxboro acquired the Solartron group of companies, which included the
principal UK operating assets of Weston Aerospace. Roxboro augmented the Weston
Group with the acquisition of Pressure Systems Inc. in 1996 and Norwich Aero
Products Inc. in 1999. Since the addition of those businesses, the Weston Group
has grown into a leading manufacturer of sensors, measurement products and test
systems for the aerospace and power industries.


The Weston Group's business has been built through the development of
relationships throughout the aerospace industry, led by the investment in
research and development in products for new and existing aerospace engines and
platforms, focusing in particular on gas turbine applications. It has leveraged
this expertise by developing additional business in the industrial power
industry.


Notwithstanding the development of the Weston Group's businesses, the Board
believes that the next phase of its development would be best achieved as part
of a larger group which is focused on the aerospace sector. In particular, it
has taken into account the continuing requirement for new product development
expenditure, together with current trends in the aerospace market, including
vertical integration and a desire by OEMs to rationalise and reduce supplier
bases.


In view of the above, and the receipt of a number of unsolicited approaches to
acquire the Weston Group, the Board decided to conduct a formal auction sale
process of the business which has culminated in the announcement of the Proposed
Disposal.


Use of the proceeds and financial effects of the Proposed Disposal


The proceeds of the Proposed Disposal, net of costs and taxation, are estimated
to be £52 million. The Directors believe that the price achieved for the Weston
Group fully reflects the prospects of the business and that the Proposed
Disposal will have the following benefits for Roxboro and Shareholders:


  • the proceeds from the Proposed Disposal will enable the Continuing Group
    to reduce its existing borrowings;


  • the excess proceeds will be used to make a significant return of capital
    to Shareholders; and


  • the further strengthened balance sheet of Roxboro will provide the
    flexibility and financing strength to continue investing in and taking
    advantage of opportunities within the Continuing Group's industrial
    measurement and instrumentation equipment and LED applications businesses.


Information on the Weston Group


The Weston Group is a leading manufacturer of sensors and measurement products
as well as test systems, used extensively in gas turbine applications for the
aerospace and power industries. The Weston Group has two divisions, the Weston
Division and the PSI Division.


The Weston Division produces temperature, speed and torque sensors for the
aerospace, industrial and marine and power industries. Weston Division customers
include the world's leading gas turbine manufacturers for both the aerospace and
power generation derivative markets such as Rolls-Royce, GE Aircraft Engines and
Pratt & Whitney, as well as aero-equipment manufacturers such as Hamilton
Sundstrand and Goodrich.


The PSI Division produces electronic pressure scanning equipment and pressure
sensors for turbo-machinery test beds and wind tunnel applications. The PSI
Division also supplies pressure sensors in both the environmental and municipal
water level sensing markets in the US.


A summary of the trading results of the Weston Group for the three years ended
31 December 2000, 2001 and 2002 is set out below.

                                                2000          2001          2002

Year ended 31 December                          (£m)          (£m)          (£m)

Turnover                                        39.0          40.2          31.4

Operating profit                                 7.5           6.3           3.4


Source: Extracted, without material adjustment, from Roxboro Group statutory
accounts for the years ended 2000, 2001 and 2002

Following a number of years of continuous growth, sales declined in 2002 as a
direct result of the decline in the aviation industry after the events of 11
September 2001. Sales to OEMs declined as demand for new aircraft fell. Sales
into the aftermarket also declined as a consequence of the reduction in air
travel.


At 31 December 2002, the Weston Group had net assets of £19.7m and 434
employees.


Information on the Continuing Group


Following the Proposed Disposal, the Continuing Group will be represented in two
segments of the electronics industry through its Solartron and Dialight
businesses.


Solartron


Solartron is a manufacturer of measurement and instrumentation equipment and is
primarily focused on the oil and gas sector and process and utility industries.
Solartron supplies a wide range of sensors, transducers and other measurement
products to the oil and gas sectors under the ISA brand and to the process and
utility industries under the Mobrey brand. Additionally, Solartron Analytical
sells a range of analytical instruments into the materials research sector
whilst Solartron Metrology produces gauging sensors for the quality control
industry. Solartron's technologies and products are primarily used to measure
level, flow, density, viscosity, temperature, position and pressure in a wide
range of applications.


Recent developments at Solartron include the introduction of a number of new
products to the sensor portfolio. These include sensors for use in tank gauging
and open-channel flow measurement of waste water in water treatment plants and
other applications. Solartron has also continued to develop its gas metering
proposition with the introduction of new software which supports its wet gas
measurement product range. New measurement applications within the glass
industry have recently been developed based on Solartron's gauging sensor line.


Solartron intends to continue to develop its customer relationships and sales
channels to seek new applications and markets for its high quality sensors and
measurement technologies. Solartron will also continue to seek synergies in
operations and technology across its business units and to develop its strategy
in measurement products and technologies globally.


A summary of the trading results of Solartron for the three years ended 31
December 2000, 2001 and 2002 is set out below.

                                                2000          2001          2002

Year ended 31 December                          (£m)          (£m)          (£m)

Turnover                                        61.6          68.8          64.8

Operating profit                                 4.9           6.5           7.2


Source: Extracted, without material adjustment, from Roxboro Group statutory
accounts for the years ended 2000, 2001 and 2002


Solartron has increased operating profit since 2000 by improving margins through
the addition of new products and driving operational performance in its
manufacturing units. Sales fell in 2002 due to a number of product lines being
discontinued and to difficult trading in the US.


Dialight


Dialight is principally engaged in the design and manufacture of electronic
lighting assemblies based on LED technology for use by OEMs in the electronics
and electrical industries as well as an increasing range of complete products
utilising high brightness LED technology. Dialight has two distinct activities,
Opto-electronics and Signals. Dialight Opto-electronics is focused on providing
solutions to OEMs with a particular emphasis on the telecommunications and IT
industries while Dialight Signals is engaged in the introduction of innovative
lighting technology in signal applications.


Dialight Opto-electronics applies LED technology to produce assemblies used for
status indication within electronic and electrical equipment. Specific
applications include wire and wireless telephony, data management systems and
computers, and vehicle indicators and lighting.


Given the prolonged downturn in the information and communications technology
sector, Dialight Optoelectronics has commenced a number of new initiatives in
the lighting industry including the establishment of the Luxeon Design Centre in
collaboration with LumiLeds, the producer of the Luxeon range of super-bright
LEDs. Dialight will design, develop and produce light-engines utilising
super-bright LED technology. These light-engines will incorporate associated
optics, thermal management and appropriate drive electronics for OEMs who wish
to implement this new lighting technology into their products. Dialight has also
expanded its search for opportunities within the automotive industry where new
LED applications are increasing.


Existing applications for super-bright LEDs include Dialight Signals' successful
traffic light assembly which is replacing incumbent incandescent traffic light
fixtures across the US and increasingly in Europe. Dialight Signals is primarily
concerned with the replacement of incandescent lighting with the latest LED
technology for applications such as traffic signalling, hazard warning lighting,
aviation lighting, obstruction lighting and rail signalling.


Dialight is focused on consolidating its position as a leading participant in
the LED application segment through its applications expertise and low cost
manufacturing capability. The Directors believe that Dialight is well positioned
to achieve this due to its ability to act as enabler between the suppliers of
LEDs and potential users of those LEDs because of its optical, mechanical and
electronics expertise.


A summary of the trading results of Dialight for the three years ended 31
December 2000, 2001 and 2002 is set out below.

                                                2000          2001          2002

Year ended 31 December                          (£m)          (£m)          (£m)

Turnover                                        71.0          65.9          59.8

Operating profit                                15.2           6.2           1.0

Source: Extracted, without material adjustment, from Roxboro Group statutory
accounts for the years ended 2000, 2001 and 2002


The 2002 profit suffered from the continuing weakness in the telecoms sector
exacerbated by a slowdown and new competitive pressures in road signal
conversions to electronic lighting technology in the US.


Information on Esterline


Esterline Technologies Corporation is a specialised manufacturing company with
operations in the US, UK and continental Europe. Esterline principally serves
the aerospace and defence markets where it generates approximately 80 per cent.
of total revenues with the remaining 20 per cent. generated via the application
of these technologies into industrial markets. Esterline's businesses operate in
three segments, distinguished by their core competencies: Avionics & Controls,
Sensors & Systems and Advanced Materials.


Esterline is listed on the New York Stock Exchange with a market capitalisation
of $342m as at 20 May 2003. For the year ending 25 October 2002, Esterline
generated turnover of $434.8m and, as at 31 January 2003, Esterline had net
assets amounting to $365.6m.


Background to the Capital Reorganisation Proposals


The Board of Roxboro has decided to effect the proposed return of capital to
Shareholders by means of the Bonus Issue and the redemption of B Shares. The
Board believes that this approach provides the following benefits:


  • Shareholders will be able to participate equally according to their size
    of shareholding in Roxboro;


  • Shareholders' relative proportions in the equity in Roxboro will remain
    the same before and after the Bonus Issue;


  • a return of capital via the Bonus Issue and the redemption of B Shares can
    be effected in an orderly and timely manner, with lower risk of market
    distortions than may have resulted if a return of capital of this scale were
    attempted via a share buyback or tender offer; and


  • the amount of capital to be returned to Shareholders under the Bonus Issue
    and the redemption of B Shares can be effected in a tax efficient manner
    without Shareholders incurring commissions or dealing charges.


Taking into account the Continuing Group's future working capital requirements
and the need to retain flexibility to continue to invest in Solartron and
Dialight, your Board considers it appropriate to return £42.6m to Shareholders
amounting to 75p per share.


The Capital Reorganisation Proposals


Under the terms of the Capital Reorganisation Shareholders will receive:


  • For every Existing Ordinary Share held on the Record Date


              • 100 / 189 New Ordinary Share; and


              • 1 B Share.


The Capital Reorganisation is conditional on the approval of Shareholders of the
resolutions to be proposed at the EGMs, Completion, the Capital Reduction
becoming effective (unless this condition is waived by the Directors) and
Admission, If all of the conditions are not satisfied or (in the case of the
Capital Reduction) waived by the Directors by 8.00 a.m. on 27 June 2003 or such
later time and/or date as the Directors may decide, no New Ordinary Shares or B
Shares will be created and the Capital Reorganisation Proposals will not take
effect.


Although WGL has been advised that the Capital Reduction is likely to succeed,
as the process requires Court approval, there remains an element of uncertainty
and the potential for delay in the implementation of the Capital Reorganisation.
If the Capital Reduction does not become effective, the Directors will consider
other available means of returning cash to Shareholders.


The B Shares will have a nominal value of 75p each and the total nominal value
of the B Shares issued will be approximately £42.6 million.


The purpose of the Share Capital Consolidation, which will take place
immediately after the allotment of the B Shares, is to facilitate comparability
between the Existing Ordinary Shares and the New Ordinary Shares of future and
past dividends per share, earnings per share and other financial information.
The cash value to individual Shareholders of fractional entitlements to New
Ordinary Shares will be less than £3 per Shareholder. Accordingly, in order to
save administrative expense and as permitted under Article 37(1) of the Articles
of Association of Roxboro, fractional entitlements will be aggregated into New
Ordinary Shares and such New Ordinary Shares will be sold by Cazenove and the
net proceeds of the sale shall be remitted to Roxboro.


Subject to the rights of the B Shares, the New Ordinary Shares arising from the
Share Capital Consolidation will have the same rights as the Existing Ordinary
Shares.


Holders of Existing Ordinary Shares whose holdings are registered in CREST will
automatically have any New Ordinary Shares credited through their CREST account.
Application will be made for the New Ordinary Shares to be admitted to the
Official List and to trading on the London Stock Exchange's market for listed
securities with dealings expected to commence on 30 June 2003.


Based on the closing middle market price of 159.5p per Roxboro Share on 20 May
2002 (the latest practicable day prior to this announcement), the proposed
return of capital to Shareholders equates to 47 per cent. of Roxboro's market
capitalisation at that date.


Shareholders should note that the B Shares will have limited voting rights and,
if not redeemed by the Second Redemption Date (expected to be 18 July 2003),
will be paid a B Share Preferential Dividend (amounting to 70 per cent. of Six
Month LIBOR) payable half yearly in arrears on a Dividend Payment Date. The B
Shares will not provide any further right of participation in the profits of
Roxboro. Terms for redemption of the B Shares are as follows:


  • Holders of B Shares may elect to have all or part of their holding of B
    Shares redeemed at the First Redemption Date at their nominal value of 75p
    each. The latest time and date for receipt of Early Redemption Forms will be
    the close of business on 27 June 2003 (or such later date as the Directors
    may determine).


  • Holders of B Shares who have not elected to redeem all of their holding of
    B Shares at the First Redemption Date may elect to have all or part of their
    holding of B Shares redeemed upon the Second Redemption Date (expected to be
    on 18 July 2003) at their nominal value of 75p each. The latest time and
    date for receipt of Redemption Forms for redeeming B Shares on the Second
    Redemption Date will be close of business on 17 July 2003 (or such later
    date as the Directors may determine).


  • Following the Initial Redemption Period, holders of B Shares will be able
    to elect to have their B Shares redeemed on 31 December 2003 and thereafter
    on 30 June (or, if not a Business Day, the next Business Day (without any
    interest or payment in respect of the delay)) and 31 December (or, if not a
    Business Day, the next Business Day (without any interest or payment in
    respect of the delay)) in each calendar year.


  • Roxboro will have the option to compulsorily redeem the outstanding B
    Shares at any time if the aggregate nominal value of the B Shares in issue
    is equal to or less than 50 per cent. of the aggregate nominal value of the
    B Shares originally issued.


Application will be made for the B Shares to be admitted to the Official List
and to trading on the London Stock Exchange's market for listed securities with
dealings expected to commence on 30 June 2003. Roxboro has applied for the B
Shares to be admitted to CREST with effect from Admission. Accordingly,
settlement of transactions in the B Shares may take place within the CREST
system in respect of general market transactions.


Shareholders who have returned a completed Early Redemption Form in respect of
all or part of their B Shares by the close of business on 27 June 2003 (or such
later date as the Directors may determine) and have not withdrawn it by such
time, will be sent cheques in respect of such redeemed B Shares by an expected
date of 7 July 2003 (or such later date as the Directors may determine) and no
share certificates will be issued (nor CREST accounts credited) in respect of
such redeemed B Shares.


Shareholders who have not redeemed or have redeemed only part of their holding
of B Shares on the First Redemption Date will either be sent a B Share
certificate in respect of their outstanding B Shares by an expected date of 7
July 2003 or have their CREST accounts credited in respect of their outstanding
B Shares (as appropriate) by an expected date of 30 June 2003. On the reverse of
each B Share certificate there will be a Redemption Form which can be used by
Shareholders choosing to hold their B Shares in certificated form to elect at
any time during the remainder of the Initial Redemption Period for redemption of
those outstanding B Shares on the Second Redemption Date. Shareholders (who
choose to hold their B Shares in certificated form) so electing will have such B
Shares redeemed on the Second Redemption Date and will have cheques in respect
of such B Shares despatched to them by an expected date of 23 July 2003. For
Shareholders wishing to hold their B Shares in uncertificated form through the
CREST system and electing to redeem their outstanding B Shares at the Second
Redemption Date, the CREST securities accounts of such Shareholders are expected
to be credited by 30 June 2003.


The table below provides examples of the number of New Ordinary Shares and the
cash sum that will be received by Shareholders who hold 100, 500 or 1,000
Existing Ordinary Shares and who elect to redeem all of their B Shares on the
First Redemption Date or the Second Redemption Date.

                                                After the return of capital and the Share Capital Consolidation

                                                     Number of New                            Cash received

                                                    Ordinary Shares                            if B Shares

Number of Existing Ordinary Shares                      received                                redeemed


100                                                        52                                      £75

500                                                       264                                     £375

1,000                                                     529                                     £750


United Kingdom Taxation in relation to the Capital Reorganisation Proposals

The Directors have been advised that neither the issue of B Shares nor receipt
of redemption proceeds for the B Shares by those United Kingdom Shareholders
whose B Shares are redeemed will give rise to an income distribution which
carries a tax credit. The whole of the redemption proceeds of the B Shares in
the hands of a United Kingdom Shareholder will generally be treated as the
proceeds of a disposal for the purposes of UK capital gains tax.


Shareholders who are in any doubt as to their tax position or who are subject to
tax in a jurisdiction other than the United Kingdom should consult their
professional adviser.


Current trading and prospects of the Continuing Group


As stated at the time of the Roxboro Group's preliminary statement on 18 March
2003, the trading environment in which the Roxboro Group operates continues to
be difficult with both the aerospace and telecommunications markets showing weak
demand. Additionally, certain parts of the energy sector are showing some
weakness as a result of the reduced industrial activity in the US and Europe.
Overall, however, the Roxboro Group is trading broadly in line with the Board's
expectations for the current financial year.


Following the disposal of the Weston Group, Roxboro will be active in two
segments of the worldwide electronics industry through Solartron and Dialight,
as described more fully above. Both activities are currently experiencing
difficult trading conditions with weak demand in the principal markets in which
they operate. Both businesses have strong positions in their respective markets,
and would be expected to benefit from cost savings recently implemented and any
recovery in market conditions. In the longer term, the Board believes the
prospects for the Continuing Group are sound.


Dividends


It is not envisaged that the future level of dividends, on a per share basis,
will be affected by the Capital Reorganisation. The Directors intend to continue
to pursue a dividend policy which has regard to the Continuing Group's earnings,
cash flow and prospects.


Extraordinary General Meetings


Due to its size, the Proposed Disposal is conditional upon inter alia obtaining
Shareholder approval at an EGM. This will be held at the offices of Clifford
Chance LLP at 200 Aldersgate Street, London EC1A 4JJ at 10.00 a.m. on 9 June
2003.



A second EGM in relation to the Capital Reorganisation, is to be held at the
offices of Clifford Chance LLP at 200 Aldersgate Street, London EC1A 4JJ at
10.00 a.m. on 16 June 2003. At this meeting resolutions will be proposed for the
purpose of implementing the Capital Reorganisation. In addition to the Share
Capital Consolidation, Roxboro will seek a new general authority enabling it to
make market purchases of up to 10 per cent. of the issued New Ordinary Shares.
The Board believes that it is in the best interests of Roxboro to retain this
flexibility and would intend to utilise this authority if conditions arose in
which it believed this to be in the best interests of Shareholders as a whole.


HSBC Bank plc, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for The Roxboro Group PLC and no one
else in connection with the Proposed Disposal referred to herein, and will not
be responsible to anyone other than The Roxboro Group PLC for providing the
protections afforded to customers of HSBC Bank plc nor for providing advice to
any other person in relation to the Proposed Disposal or any other matter
referred to herein.


Cazenove & Co. Ltd, which is regulated in the United Kingdom by The Financial
Services Authority is acting exclusively for the Roxboro Group PLC and no one
else in connection with the Capital Reorganisation Proposals referred to herein,
and will not be responsible to anyone other than The Roxboro Group PLC for
providing the protections afforded to customers of Cazenove & Co. Ltd nor for
providing advice to any other person in relation to the Capital Reorganisation
or any other matter referred to herein.






                                  DEFINITIONS


The following definitions apply throughout this announcement, unless the context
requires otherwise:

'Admission'                         admission of B Shares and New Ordinary Shares to the Official List becoming
                                    effective in accordance with the Listing Rules and the admission to trading of such
                                    shares on the London Stock Exchange's market for listed securities becoming
                                    effective in accordance with the rules of the London Stock Exchange

'B Share Preferential Dividend'     the non-cumulative preferential dividend payable in relation to each B Share at the
                                    rate (on the nominal value thereof) of 70 per cent. of Six Month LIBOR calculated in
                                    accordance with the proposed amendments to the Articles of Association of Roxboro

'B Shares'                          Redeemable non-cumulative preference shares of 75p each in the capital of Roxboro

'Board' or 'Directors'              The directors of Roxboro

'Bonus Issue'                       The proposed capitalisation of a sum not exceeding £46,905,000 standing to the
                                    credit of Roxboro's special reserve (being share premium account arising from share
                                    issues during 1993 and 1994 other than share issues made to The Roxboro Group 1993
                                    Employees' Share Ownership Plan Trust) into fully paid up B Shares to be issued to
                                    Qualifying Holders on the basis of one B Share for each Existing Ordinary Share held
                                    at the Record Date

'Business Day'                      a day (other than a Saturday, Sunday or public holiday) on which pounds sterling
                                    deposits may be dealt in on the London inter-bank market and commercial banks are
                                    open for general business in London

'Buyers'                            Esterline and Esterline Technologies

'Capital Reduction'                 the proposed reduction and return of share capital (in accordance with Chapter IV of
                                    Part V of the Companies Act) of WGL, a wholly-owned subsidiary of Roxboro, which
                                    will become effective upon the registration by the Registrar of Companies of a Court
                                    order confirming the reduction and related documentation


'Capital Reorganisation Proposals'  the Bonus Issue, the Share Capital Consolidation and the redemption of B Shares

'Capital Reorganisation'            the Bonus Issue together with the Share Capital Consolidation

'Cazenove'                          Cazenove & Co. Ltd

'Completion'                        completion of the Proposed Disposal

'Continuing Group'                  Roxboro following Completion

'CREST'                             the relevant system (as defined in the Uncertificated Securities Regulations 2001)
                                    in respect of which CRESTCo Limited is the Operator (as defined in such regulations)


'Dividend Payment Date'             30 June and 31 December in each year (or, if not a Business Day, the next Business
                                    Day (without any interest or payment in respect of the delay)) and 'Dividend Payment
                                    Dates' shall be construed accordingly

'Early Redemption Form'             the form by which a Shareholder may require redemption of B Shares on the First
                                    Redemption Date

'Esterline'                         Esterline Technologies Corporation

'Esterline Technologies'            Esterline Technologies Acquisition Limited

'Existing Ordinary Shares'          existing issued ordinary shares of 1p each in the capital of Roxboro

'Extraordinary General Meeting in   the extraordinary general meeting of Roxboro in relation to the Proposed Disposal to
relation to the Proposed Disposal'  be held at 10.00 a.m. on 9 June 2003 (or any adjournment of such meeting)
or '1st EGM'

'Extraordinary General Meeting in   the extraordinary general meeting of Roxboro in relation to the Capital
relation to the Capital             Reorganisation to be held at 10.00 a.m. on 16 June 2003 (or any adjournment of such
Reorganisation' or '2nd EGM'        meeting)

'Extraordinary General Meetings' or both the 1st EGM and the 2nd EGM
'EGMs'

'First Redemption Date'             30 June 2003, being the date on which B Shares will be redeemed by Roxboro in
                                    respect of valid Early Redemption Forms received by the close of business on 27 June
                                    2003

'HSBC'                              HSBC Bank plc

'Initial Redemption Period'         the period of time commencing immediately after Admission and ending at the close of
                                    business on 17 July during which Shareholders can elect to redeem their B Shares on
                                    the First Redemption Date and/or the Second Redemption Date (as applicable)

'Listing Rules'                     the listing rules made by the UKLA for the purposes of Part VI of the Financial
                                    Services and Markets Act 2000, as amended


'London Stock Exchange'             London Stock Exchange plc

'New Ordinary Shares'               following the Share Capital Consolidation, new ordinary shares of 1.89p each in the
                                    capital of Roxboro and 'New Ordinary Share' shall be construed accordingly

'OEMs'                              Original Equipment Manufacturers

'Official List'                     the official list maintained by the UKLA for the purposes of Part VI of the
                                    Financial Services and Markets Act 2000, as amended


'Proposed Disposal'                 the proposed sale by the Sellers of the Weston Group on the terms set out in the
                                    Proposed Disposal Agreement

'Proposed Disposal Agreement'       the conditional share sale and purchase agreement relating to the Proposed Disposal
                                    dated 21 May 2003 between Roxboro, the Sellers and the Buyers

'PSI Division'                      Pressure Systems Inc. and its wholly-owned subsidiary Pressure Systems International
                                    Inc., and Pressure Systems International Limited

'Record Date'                       close of business on 27 June 2003 or such date as the Directors may determine

'Redemption Form'                   the form, printed on the reverse of each B Share certificate, by means of which
                                    Shareholders holding their B Shares in certificated form may elect to have their B
                                    Shares redeemed on the Second Redemption Date, 31 December 2003, and thereafter on
                                    30 June and/or 31 December in each calendar year (up to 31 December 2008, unless
                                    Roxboro has previously exercised its right to redeem all of the B Shares then in
                                    issue)

'Relevant Seller'                   Roxboro Holdings Inc., where Norwich Aero Products Inc. or Pressure Systems Inc. is
                                    the Weston Company concerned, Roxboro Overseas Limited, where Pressure Systems
                                    International Limited is the Weston Company concerned and Weston Group Limited,
                                    where Weston Aerospace is the Weston Company concerned

'Resolution'                        the ordinary resolution to be proposed at the 1st EGM

'Roxboro Group'                     Roxboro and its subsidiaries

'Roxboro'                           The Roxboro Group PLC

'Second Redemption Date'            18 July 2003, being the expected date on which B Shares will be redeemed By Roxboro
                                    in respect of valid Redemption Forms received by the close of business on 17 July
                                    2003

'Sellers'                           Roxboro Holdings Inc., Roxboro Overseas Limited and Weston Group Limited, each of
                                    which is a wholly-owned subsidiary of Roxboro

'Share Capital Consolidation'       the consolidation and sub-division of the Existing Ordinary Shares in the manner set
                                    out in paragraph (c) of the special resolution in the notice convening the 2nd EGM
                                    set out at the end of the Circular


'Shareholder(s)'                    holders of Existing Ordinary Shares, New Ordinary Shares and/or B Shares, as the
                                    context may require

'Six Month LIBOR'                   the rate for six month deposits in pounds sterling which appears on the display
                                    designated as page 3750 on the Dow Jones Telerate Screen (or such other page or
                                    service as may replace it for the purpose of displaying London inter-bank offered
                                    rates of leading banks for pounds sterling deposits) at or about 11.00 a.m. (London
                                    time) on the first Business Day of each B Share Dividend Calculation Period


'UKLA'                              the Financial Services Authority acting in its capacity as competent authority for
                                    the purposes of Part VI of the Financial Services and Markets Act 2000, as amended


'United Kingdom'                    the United Kingdom of Great Britain and Northern Ireland

'US'                                the United States of America, its territories and possessions, any State in the
                                    United States and the District of Columbia, and all other areas subject to its
                                    jurisdiction

'Weston Division'                   Weston Aerospace and its wholly-owned subsidiaries, Weston Aerospace (2003) Limited,
                                    Norwich Aero Products Limited and Weston Aerospace (1994) Limited, and Norwich Aero
                                    Products Inc. and its wholly owned subsidiary SureSeal Corporation

'Weston Companies'                  Weston Aerospace, Norwich Aero Products Inc., Pressure Systems Inc. and Pressure
                                    Systems International Limited and 'Weston Company' shall be construed accordingly


'Weston Group'                      the Weston Companies and their respective subsidiaries (if any), namely Pressure
                                    Systems International Inc., being the wholly-owned subsidiary of Pressure Systems
                                    Inc., SureSeal Corporation, being the wholly-owned subsidiary of Norwich Aero
                                    Products Inc. and Weston Aerospace (2003) Limited, Norwich Aero Products Limited and
                                    Weston Aerospace (1994) Limited, being the wholly-owned subsidiaries of Weston
                                    Aerospace

'WGL'                               Weston Group Limited



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