Proposed Acquisition & 1:6 Rights Issue at 355p

Fairey Group PLC
3 May 2000


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN.


FAIREY GROUP PLC

Proposed Acquisition of Spectris AG Sensoren und Systeme and a 1 for 6 Rights
Issue at 355p per share

-       Fairey announces the conditional acquisition of Spectris, a leading
manufacturer of instruments, systems and controls having four main operating
businesses headquartered in Denmark, Sweden and Germany.

-       The purchase price is to be DM 424 million (equivalent to
approximately £ 126.0 million) and Fairey will assume the net debt of Spectris
at completion.  The net debt in Spectris at 31 December 1999 amounted to DM
136.0 million (equivalent to approximately £ 40.4 million).  The purchase
price is also subject to adjustment in accordance with the terms of the
Acquisition Agreement.  

-       The approval of the shareholders of Fairey and of AGIV, Spectris'
parent, will be required.  The two major shareholders of AGIV, who together
hold approximately 60 per cent of the voting rights, have undertaken
irrevocably to vote in favour of such disposal.

-       To part-fund the acquisition, Fairey is raising approximately £ 54.4
million (net of expenses) by way of a fully underwritten 1 for 6 Rights Issue
of up to 15,950,872 new Ordinary Shares at 355p per share. 

-       Spectris had turnover in 1999 of DM 673.4 million (equivalent to
approximately £ 200.1 million) on which an operating profit DM 50.8 million (£
15.1 million) was earned before restructuring and similar charges of DM 11.6
million (£ 3.4 million) and after charging DM 14.6 million (£ 4.3 million) of
head office and parent company costs.

-       The Directors believe that the Acquisition will enhance Fairey's
earnings per share (before reorganisation costs and goodwill amortisation) in
the first full year of ownership.

-       Fairey's sales and profits in the first 3 months of the current
financial year were significantly ahead of the comparable period in 1999.

John Poulter, Chief Executive, commenting on the transaction said:

'Spectris is the largest acquisition made by Fairey and marks an important
strategic addition to the Group's instrumentation and controls business.  It
brings us several high quality operations characterised by leading market
positions, high gross margins, strong cash generation and sound growth
prospects - whilst being earnings enhancing.  We believe that Fairey provides
an ideal environment for these businesses to flourish.'

This summary should be read in conjunction with the text of the full press
announcement.


Press Enquiries:Fairey Group plc

    
John Poulter       T: [phone]
Fairey Group       F: [phone]
Chief Executive    [e-mail]

Charlotte Moore    T: [phone]
Jane Evans         T: [phone]
WestLB Panmure     F: [phone]
                   [e-mail]
                   [e-mail]

Arthur Drysdale    T: [phone]
Chris Byrne        T: [phone]
Cazenove           F: [phone]
                   [e-mail]
                   [e-mail]
       
Michael Findlay    T: [phone]
Merrill Lynch      F: [phone]
                   [e-mail]

Richard Mountain   T: [phone]
Charles Watson     F: [phone]
Financial Dynamics       


A presentation to analysts will be held today at 10.00 am at the offices of
Financial Dynamics, Holborn Gate, 26 Southampton Building, London WC2A 1PB.


Notes to Editors:

Throughout the press release, except as otherwise stated, the approximate
sterling equivalent of amounts stated in Deutsche Mark (DM) have been
calculated using an exchange rate of £ 1 to DM 3.3645, being the rate ruling
at 4.00pm on 2 May 2000.

This announcement has been issued by, and is the sole responsibility of,
Fairey and its Directors and has been approved solely for the purposes of
Section 57 of the Financial Services Act 1986 by WestLB Panmure, which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited.  WestLB Panmure is acting exclusively for Fairey in connection with
the Rights Issue and the Acquisition and not for any other person and will not
be responsible to any other person for providing the protections afforded to
customers of WestLB Panmure, nor for providing advice in relation to the
Rights Issue and/or the Acquisition or any matter referred to herein.

No offer or invitation to acquire securities of Fairey is being made now nor
are offers being solicited.  Any such offer or invitation will only be made in
a document to be published in due course and any such acquisitions should be
made solely on the basis of the information contained in such document.  The
value of shares can go down as well as up.  Persons needing advice should
consult a professional adviser.

Not for release, publication or distribution in or into the United States,
Canada, Australia, the Republic of Ireland or Japan.


FAIREY GROUP plc

Proposed acquisition of
Spectris AG Sensoren und Systeme and 
1 for 6 Rights Issue of up to 
15,950,872 new Ordinary Shares
at 355p per share


Introduction

Your Board announces today that Fairey has conditionally agreed to acquire
Spectris AG from AGIV AG.  The purchase price is to be DM 424 million
(equivalent to approximately £ 126.0 million) and Fairey will assume the net
debt of Spectris at completion.  The net debt in Spectris at 31 December 1999
amounted to DM 136 million (equivalent to approximately £ 40.4 million).  The
purchase price is also subject to adjustment in accordance with the terms of
the Acquisition Agreement.  The purchase price is payable in cash on
completion. Due to the size of the acquisition, Fairey shareholder approval
will be required.

Spectris is a leading European manufacturer of sophisticated process
measurement instruments, systems, controls and components serving a wide range
of customers in the manufacturing and process industries.

Fairey also announces that it is proposing to raise approximately £ 54.4
million (net of expenses) by way of a 1 for 6 Rights Issue of up to 15,950,872
new Ordinary Shares at 355p per share.  The proceeds of the Rights Issue will
be used to part fund the Acquisition. The Rights Issue has been fully
underwritten by WestLB Panmure and the brokers to the Rights Issue are
Cazenove and Merrill Lynch. The balance of the consideration will be financed
from existing loan facilities. The Rights Issue is not conditional on the
Acquisition completing.


Information on Spectris

Spectris is an international group of companies designing, manufacturing and
selling advanced measurement and monitoring instruments, systems and
components for use in enhancing productivity in a wide range of industries. 
The head office is in Langen, Germany, but the operating language is English,
reflecting the international nature of the businesses. 

The four main areas of activity and their manufacturing locations are:

Bruel & Kjaer (Denmark) (1999 Sales DM 222 million) producing acoustic
measurement and testing instrumentation and software for analysis and
simulation of sound and vibration in the design and manufacturing of devices
for many industries including automotive components and systems and
telecommunications devices.

HBM (Germany, United States and China) (1999 Sales DM 198 million) has two
divisions which make transducers, measuring systems and software for
electronic measurement of mechanical parameters in production and testing
processes. Their products are used in a wide range of industrial applications
for machine performance and weighing operations.

BTG (Sweden and Switzerland) (1999 Sales DM 140 million) manufactures
proprietary components, sensors and instrumentation for process optimisation
in the pulp and paper industry.

Bruel & Kjaer Condition Monitoring (Denmark and Germany) (1999 Sales DM 63
million) assembles and installs systems for monitoring performance and for
predictive maintenance and fault diagnosis of rotating machinery with
particular strength in the petrochemical and power generation industries.

For the year ended 31 December, 1999, Spectris' turnover was DM 673.4 million
(equivalent to approximately £ 200.1 million) on which an operating profit of
DM 50.8 million (£ 15.1 million) was earned before restructuring and similar
charges of DM 11.6 million (£ 3.4 million) and after charging DM 14.6 million
(£ 4.3 million) of head office and parent company costs. Spectris had net
assets of DM 194.5 million (£ 57.8 million) at 31 December, 1999.


Reasons for the Acquisition

Fairey is a specialist process technology group focused on industrial
electronic controls, process instrumentation and filtration systems. The
acquisition of Spectris is in line with Fairey's strategy of both building and
growing its portfolio of process technology interests.  In particular:

- In common with other equipment manufactured by Fairey, Spectris'
instrumentation and components are designed to enhance manufacturing and
product performance. These businesses are therefore logical additions to
Fairey's interests, particularly as they share with many Fairey companies key
characteristics in terms of product design, manufacture and sales channels and
in the close application engineering relationship between the businesses and
their customers.

- The international spread of Spectris' activities will enhance the global
nature of Fairey's businesses.  

- Spectris' strong presence in measurement and testing instrumentation for
markets such as consumer electronics, transportation, and pulp and paper and
in industrial machine monitoring complements Fairey's existing strengths. 

- The strategy of both Fairey and Spectris has been to maintain and build
market positions through technological innovation founded on product
development.



Benefits of the Acquisition

The Directors believe that the Acquisition will enhance earnings per share
(before reorganisation costs and goodwill amortisation) of the Company in the
first full year of ownership.


Current Trading and Prospects for the Enlarged Group

When the preliminary results of Fairey were announced in March of this year,
the Chairman reported that:

'The recovery in the semiconductor and optical fibre industries, improving
economic activity in Asia Pacific, and strengthening manufacturing investment
in the United States, are all positive signals for the group's performance.
Late cycle industries such as steel where there remains over capacity, or oil
and gas, where the benefits of a higher oil price are not yet reflected in
sales, remain soft. However, taken overall, Fairey is well positioned with
products, resources and the organisation to exploit a more positive situation
than has prevailed during the past two years.''

The Chairman is pleased to confirm that these positive signals for performance
are continuing across the Group. This is particularly the case in the growth
companies involved in semi-conductors and at Fusion and Arcom. Sales and
profits in the first 3 months of the current financial year were significantly
ahead of the comparable period in 1999.

Barring an adverse change in overall economic conditions, the Directors have
confidence in the prospects for the Enlarged Group.


Terms of the Acquisition

The purchase price is to be DM 424 million (equivalent to approximately £
126.0 million) and Fairey will assume the net debt of Spectris at completion. 
The net debt of Spectris at 31 December 1999 amounted to DM 136 million
(equivalent to approximately £ 40.4 million).  The purchase price is also
subject to adjustment in accordance with the terms of the Acquisition
Agreement.  The purchase price is to be paid in cash on completion. Due to the
size of the acquisition, Fairey shareholder approval will be required.

The Acquisition is conditional upon, inter alia, the approval of the
shareholders of Fairey and AGIV and receipt of the relevant regulatory
consents.

AGIV's shareholder approval is expected to be given at AGIV's shareholder
meeting, which is expected to be held on 27 June, 2000. 

The two major shareholders of AGIV, being BHF-Bank AG and ENBW Energie
Baden-Wurttemberg AG who together hold approximately 60 per cent of the voting
rights in AGIV, have undertaken irrevocably to vote in favour of a resolution
approving the Acquisition at AGIV's shareholder meeting to be held on 27 June,
2000.

Completion of the Acquisition will take place on the later of 4 August, 2000
and five business days after the Acquisition Agreement has become
unconditional or earlier by mutual agreement of the parties.


Summary of the Rights Issue

Subject to the fulfilment of the conditions set out below, the Company
proposes to raise approximately £ 54.4 million, net of expenses, by way of a
Rights Issue to Qualifying Shareholders.  It intends to use the proceeds of
the Rights Issue to part fund the Acquisition. Prior to completion of the
Acquisition the proceeds of the Rights Issue will be placed on deposit. The
Rights Issue is not, however, conditional on completion of the Acquisition. In
the event that the Acquisition is not completed, the proceeds of the Rights
Issue will be used to reduce the Group's net borrowings.

The Company proposes to issue to Qualifying Shareholders, by way of rights, up
to 15,950,872 new Ordinary Shares at a price of 355p per new Ordinary Share,
payable in full on acceptance, on the following basis:

1 new Ordinary Share              for every 6 Existing Shares

and so in proportion for any other number of Ordinary Shares held on the
Record Date.

The new Ordinary Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Shares, including the right to receive in full
all dividends and other distributions thereafter declared, paid or made on the
Ordinary Shares. It should be noted that the new Ordinary Shares will not
carry the right to the final dividend in respect of the year ended 31
December, 1999.

The Rights Issue is conditional, inter alia, upon:

(i) the Underwriting Agreement not being terminated prior to Admission and
becoming otherwise unconditional in all respects; and

(ii) Admission occurring by 9.00 a.m. on 4 May, 2000 (or such later time
and/or date as WestLB Panmure and the Company may agree). 

Application has been made to the UK Listing Authority for the new Ordinary
Shares to be admitted to the Official List and to the London Stock Exchange
for the new Ordinary Shares to be admitted to trading on the main market of
the London Stock Exchange. It is expected that Admission will become effective
and that dealings will commence in the new Ordinary Shares, nil paid, on 4
May, 2000.

The latest time and date for acceptance and payment in full under the Rights
Issue is expected to be midnight on 25 May, 2000.


Directors Intentions

The Directors, who hold in aggregate 384,696 Ordinary Shares representing
approximately 0.4 per cent of the Existing Shares, have irrevocably undertaken
to vote in favour of the Resolutions and intend as a minimum to take up such
rights as can be paid for by selling nil paid rights.


Extraordinary General Meeting

A notice convening an Extraordinary General Meeting, to be held at Fairey
Group plc, Station Road, Egham, Surrey TW20 9NP on 19 May, 2000 at 10.00 a.m.,
for the purpose of considering and, if thought fit, passing the Resolutions to
approve the acquisition of Spectris and to authorise the Directors to allot
relevant securities, pursuant to section 80 of the Act is being sent to
shareholders today.


Provisional Allotment Letters

Provisional Allotment Letters in respect of new Ordinary Shares are expected
to be posted with a prospectus and listing particulars to Qualifying
Shareholders (other than certain Overseas Shareholders) today. 

The expected timetable for the Rights Issue is set out in Appendix 1.



Press Enquiries: Fairey Group plc

John Poulter       T: [phone]
Fairey Group       F: [phone]
Chief Executive    [e-mail]

Charlotte Moore    T: [phone]
Jane Evans         T: [phone]
WestLB Panmure     F: [phone]
                   [e-mail]
                   [e-mail]

Arthur Drysdale    T: [phone]
Chris Byrne        T: [phone]
Cazenove           F: [phone]
                   [e-mail]
                   [e-mail]
       
Michael Findlay    T: [phone]
Merrill Lynch      F: [phone]
                   [e-mail]

Richard Mountain   T: [phone]
Charles Watson     F: [phone]
Financial Dynamics       



APPENDIX 1


Expected Rights Issue Timetable                   2000

Record date for the Rights Issue            Close of business on 26
                                            April
       
Provisional Allotment Letters despatched    3 May
       
Dealings in new Ordinary Shares expected 
to commence, nil paid                       4 May

Fairey Annual General Meeting               9 May
       
Latest time for receipt of Forms of Proxy   10.00 a.m. on 17 May
       
Extraordinary General Meeting               10.00 a.m. on 19 May
       
Latest time and date for splitting 
Provisional Allotment Letters,nil paid      3.00 p.m. on 23 May
       
Latest time for acceptance and payment
in full                                     midnight on 25 May
       
Latest time for splitting Provisional 
Allotment Letters, fully paid               3.00 p.m. on 14 June
       
Latest time for registration of 
renunciation                                3.00 p.m. on 16 June
       
Definitive certificates for new Ordinary
Shares despatched                           23 June
       

If you have any questions on the procedure for acceptance and payment, you
should contact Computershare Services PLC on 0870 702 0100 or visit the
website at www.computershare.com.


APPENDIX 2


Definitions

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

Acquisition                  the proposed acquisition of Spectris

Acquisition Agreement        the conditional agreement dated 3 May, 2000 made 
                             between the Vendor and the Company 

Act                          the Companies Act 1985 

Admission                    the admission of the new Ordinary Shares, in nil 
                             paid form, to the Official List and to trading on
                             the main market of the London Stock Exchange     
                             becoming effective in accordance with the Listing
                             Rules and the Rules of the London Stock Exchange

Arcom                        Arcom Control Systems Limited, a subsidiary of   
                             Fairey

AGIV                         AGIV AG

Board                        the board of Directors of Fairey

Cazenove                     Cazenove & Co.

Directors                    the directors of Fairey

Enlarged Group               the Fairey Group as enlarged by the Acquisition

Existing Shares              the Ordinary Shares in issue on the Record Date

Extraordinary General 
Meeting                      the extraordinary general meeting of Fairey      
                             convened for 10 a.m. on 19 May, 2000

Fairey or the Company        Fairey Group plc

Fairey Group or Group        Fairey and its subsidiary undertakings

Form of Proxy                the form of proxy for use by Shareholders in     
                             respect of the Extraordinary General Meeting

Fusion                       Fusion UV Systems Inc, a subsidiary of Fairey

Listing Rules                the listing rules of the UK Listing Authority,   
                             made under section 142 of the Financial Services 
                             Act 1986

London Stock Exchange        London Stock Exchange Limited

Merrill Lynch                Merrill Lynch International

new Ordinary Shares          up to 15,950,872 new Ordinary Shares to be issued
                             pursuant to the Rights Issue

Official List                the official list of the UK Listing Authority

Ordinary Shares              ordinary shares of 5p each in Fairey

Overseas Shareholders        holders of Ordinary Shares with registered       
                             addresses outside the United Kingdom and who have
                             not given the Company an address for service of  
                             notices within the United Kingdom

Provisional Allotment Letter the renounceable provisional allotment letter    
                             sent to Qualifying Shareholders (other than      
                             certain Overseas Shareholders) in connection with
                             the Rights Issue

Qualifying Shareholders      Shareholders whose names were on the register of 
                             members of the Company on the Record Date

Record Date                  the close of business on 26 April, 2000

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

Rights Issue                 the proposed issue of up to 15,950,872 new       
                             Ordinary Shares by way of rights 

Rights Issue Price           the price of 355p at which the new Ordinary      
                             Shares are being offered pursuant to the Rights  
                             Issue

Shareholders                 the holders of Ordinary Shares

Spectris or Spectris AG      Spectris AG Sensoren und Systeme

Spectris Group               Spectris and its subsidiary undertakings 

Underwriting Agreement       the agreement between the Company and WestLB     
                             Panmure relating to the Rights Issue 

Vendor                       AGIV

WestLB Panmure               WestLB Panmure Limited