Proposed Acquisition

Porvair PLC
27 October 2005


27 October 2005

                                  PORVAIR PLC

  PROPOSED ACQUISITION OF OUTSTANDING MINORITY INTEREST IN PORVAIR FILTRATION
                                 GROUP LIMITED;
  PROPOSED VENDOR PLACING OF 3,680,000 NEW ORDINARY SHARES AT 110P PER SHARE;
                   PROPOSED NEW EMPLOYEE SHARE OPTION SCHEME;
                                      AND
                    NOTICE OF EXTRAORDINARY GENERAL MEETING


Introduction

Porvair plc ('Porvair' or the 'Group') announces that it has entered into a
conditional agreement to acquire the outstanding 21 per cent. of the shares in
Porvair Filtration Group Limited ('PFG') which it does not already own from John
Sexton, David Amey and James Robinson (the 'Vendors') for an aggregate cash
consideration of £6.25 million (the 'Acquisition'). As the Vendors are all
directors of PFG, the Acquisition is a related party transaction under the
Listing Rules and, accordingly, is conditional on the approval of Porvair's
shareholders.

Information on PFG

PFG is a specialist porous materials and filtration systems group, which designs
and manufactures filters and filtration systems for demanding environments in
industries including aerospace, biosciences, chemical process, power generation,
pharmaceutical, environment, food and beverage, nuclear and printing.

For the year ended 30 November 2004, PFG and its subsidiaries generated
operating profit before goodwill amortisation of £3.3 million (£2.7 million
after charging goodwill amortisation) on turnover of £21.4 million. As at 30
November 2004, it had consolidated net assets of £24.4 million.

Funding

Porvair proposes to fund £4.05 million of the consideration through the proceeds
of a vendor placing of 3.68 million new ordinary shares at 110 pence per share
(the 'Vendor Placing'). Evolution Securities Limited has agreed to place the new
ordinary shares with institutional investors and has underwritten the Vendor
Placing. The balance of the consideration and the costs of the Acquisition will
be financed through a new term loan facility.

Benefits of the Acquisition

PFG is a significant contributor of profits and cash flow and is core to the
Group's strategy of being a specialist filtration business with expertise in
porous and microporous materials.  The Acquisition will benefit the Group in the
following ways:

•  It will allow Porvair to obtain complete ownership of PFG.
•  It will give Porvair considerably more flexibility regarding the management
   of PFG.
•  It will ensure the continuing involvement in the PFG business of the Vendors
   allowing an orderly succession programme to be put in place.

The Acquisition and Vendor Placing are expected to enhance Porvair's earnings
per share from completion. This statement should not be interpreted to mean that
earnings per share in the first full financial year following completion, or in
any subsequent period, will necessarily match or be higher than those for the
relevant preceding financial period.

Current trading

The Group is trading in line with the Board's expectations for the current
financial year and the Board remains confident of the prospects of the Group.
PFG has shown encouraging progress in the year to date and has fulfilled the
several large orders anticipated in the Group's interim results for the six
months ended 31 May 2005.

Amended unapproved employee share option scheme

The Board also proposes to establish a new share option scheme under which
Enterprise Management Incentive options may be granted to qualifying employees
in the UK and incentive stock options may be granted to employees in the US.
The new employee share option scheme is subject to shareholder approval at the
extraordinary general meeting.

Extraordinary General Meeting

A circular, setting out full details of the Acquisition, the Vendor Placing and
the new employee share option scheme, together with the notice of the
extraordinary general meeting, at which resolutions to approve the Acquisition
and the new employee share option scheme will be proposed, will be despatched to
Porvair's shareholders later today. The extraordinary general meeting will be
held at the offices of Travers Smith, 10 Snow Hill, London EC1A 2AL at 2 p.m. on
18 November 2005.

Commenting on the proposed acquisition the Chief Executive, Ben Stocks, said:

'The acquisition of the remaining interest in PFG is in line with our strategy.
PFG is performing well and the acquisition gives Porvair increased exposure to
growing markets. Porvair continues to pursue products which have clear
commercial benefits, and its technology provides solutions to demanding global
applications and markets.'


Enquiries:

Porvair
Ben Stocks, Chief Executive                         [phone]
Chris Tyler, Finance Director                        01553 765 500

Close Brothers
Andrew Cunningham                                    020 7655 3100

Evolution Securities
Steve Roberts                                        020 7071 4300

Buchanan Communications
Charles Ryland / Ben Willey                          020 7466 5000


Close Brothers Corporate Finance Limited, which is regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for Porvair
and for no one else in relation to the Acquisition and will not be responsible
to anyone other than Porvair for providing the protections afforded to customers
of Close Brothers Corporate Finance Limited or for providing advice in relation
to matters referred to in this announcement.

Evolution Securities Limited, which is regulated in the United Kingdom by The
Financial Services Authority, is acting exclusively for Porvair and for no one
else in relation to the Vendor Placing and will not be responsible to anyone
other than Porvair for providing the protections afforded to customers of
Evolution Securities Limited or for providing advice in relation to matters
referred to in this announcement.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

This announcement does not constitute, or form part of, an offer to sell or the
solicitation of an offer to subscribe for or buy any securities, nor the
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issue or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law.

These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933 (the 'US Securities Act') or an
exemption therefrom. Porvair has not and does not intend to register any of the
New Ordinary Shares under the US Securities Act. The New Ordinary Shares will
not be offered or sold to the public in the United States.


                      This information is provided by RNS
            The company news service from the London Stock Exchange