Offer for Anker PLC

Torex Retail PLC
30 June 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN





                                                                    30 June 2005


                               RECOMMENDED OFFER

                                      for

                                   Anker Plc

                                       by

                              UBS INVESTMENT BANK

                                  on behalf of

                                Torex Retail Plc





Summary of the offer:



•         The Boards of Torex Retail and Anker are today pleased to announce
that they have reached agreement on the terms of a recommended offer to be made
by UBS, on behalf of Torex Retail, for the entire issued and to be issued share
capital of Anker:



•         1.355 New Torex Retail Shares and 75 pence in cash for every Anker
Share with a Mix and Match Facility;



•         values each Anker Share at approximately 223.4 pence and Anker's
entire issued and to be issued share capital at approximately £98.5 million*;
and



•         represents a premium of approximately 16.3 per cent. to the Closing
Price of 192 pence for each Anker Share on 29 June 2005, and a premium of
approximately 23.6 per cent. to the average Closing Price of 180.7 pence for
each Anker share for the month ended 29 June 2005.



•           Irrevocable undertakings and letters of intent to accept, or procure
acceptance of, the Offer representing approximately 75.4 per cent. of Anker's
existing issued ordinary share capital have been received by Torex Retail.



* based on the Closing Price of 109.5 pence per Torex Retail Share on 29 June
2005



Strategic rationale:



•           Creates a European market-leading supplier of retail application
software and services and makes Torex Retail one of the world's largest retail
systems companies.



•           Increased scale and geographic reach attractive to major target
customers.



•           Enlarged customer base will create significant cross selling
opportunities.



•           The Torex Retail Directors estimate that the successful completion
of the Acquisition would result in pre-tax cost savings of approximately £6.0
million, on a full year run rate basis.



•         The Torex Retail Directors believe that the Acquisition will be
earnings enhancing (before goodwill amortisation, cost savings, one-off
integration costs and revenue benefits) in the first full year following the
Acquisition. This statement regarding earnings enhancement does not constitute a
profit forecast nor should it be interpreted to mean that earnings per share of
Torex Retail for the current or future years will necessarily match or exceed
the historical published earnings per share of Torex Retail or Anker.



•         The conditions and certain terms of the Offer are set out in the
attached Announcement together with information on Anker and on Torex Retail.
Appendix III to the attached Announcement contains definitions of certain
expressions used in this summary.



•         This summary should be read in conjunction with, and is subject to,
the full text of the attached Announcement.



Commenting on the Offer, Christopher Moore, Chief Executive of Torex Retail,
said:



'The prospect of Anker joining forces with Torex Retail represents an exciting
opportunity to significantly advance our strategic aims. We are experiencing
strong organic growth complemented by suitably targeted acquisitions. Anker
represents a broad platform and an accelerated route to achieving our targets.



The Enlarged Group will be a major player in the retail application software and
services market, on a global basis and better placed to respond to the ever
increasing demands from our international customer base.



On completion of the Offer, I look forward to welcoming the management and staff
of Anker to Torex Retail and working with them to achieve enhanced stakeholder
value in the future'.





Commenting on the Offer, Dr. Dermot Smurfit, Chairman of Anker, said:



'We are delighted to be able to agree terms with Torex Retail, a complementary
business to our own.  The Enlarged Group will have greater financial resources
and presence to further progress its success in the global retail systems market
with the ultimate aim of being the market leader.'



A presentation to analysts will be held at 13.00pm today, 30 June 2005, at the
offices of Citigate Dewe Rogerson, 26 Finsbury Square, London EC2A 1SH.



ENQUIRIES



Torex Retail

Christopher Moore                 Tel: [phone]

Mark Pearman                      Tel: [phone]



UBS Investment Bank

Benjamin Robertson                Tel: [phone]

Jackie Arnott-Smith               Tel: [phone]



Citigate Dewe Rogerson

Ginny Pulbrook                    Tel: [phone]

Seb Hoyle                         Tel: [phone]



Anker

Dermot Smurfit                    Tel: + 44 (0) 870 905 1576

John Foulkes                      Tel: + 44 (0) 870 905 1576



Collins Stewart

Nick Ellis                        Tel: + 44 (0) 20 7523 8350

Seema Paterson                    Tel: + 44 (0) 20 7523 8350



Smithfield

Reg Hoare                         Tel: [phone]

Sarah Richardson                  Tel: [phone]





Terms used in this summary shall have the same meaning as given to them in the
full Announcement.



The Offer Document, the Equivalent Document and the Form of Acceptance will be
posted to Anker Shareholders as soon as practicable and, in any event, within 28
days of this Announcement, other than in relation to a Restricted Jurisdiction.



The Anker Directors accept responsibility for the information contained in this
Announcement relating to Anker and its subsidiaries, themselves and their
immediate families and connected persons.  The Torex Retail Directors accept
responsibility for all of the other information contained in this Announcement.
To the best of the knowledge and belief of the Torex Retail Directors and the
Anker Directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this Announcement for which they are
respectively responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.



UBS Investment Bank is acting for Torex Retail and no one else in connection
with the Offer and will not be responsible to anyone other than Torex Retail for
providing the protections afforded to clients of UBS Investment Bank or for
providing advice in connection with the Offer.



Collins Stewart Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Anker and no one else in
connection with the Offer and will not be responsible to anyone other than Anker
for providing the protections afforded to clients of Collins Stewart Limited nor
for providing advice in relation to the Offer.



This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.  The Offer will be made solely by the Offer
Document, an advertisement to be published in the London edition of the
Financial Times and the Form of Acceptance, which will contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.



Unless otherwise determined by Torex Retail and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of a national securities exchange of, a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within a Restricted Jurisdiction.  Accordingly, copies of
this Announcement are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this Announcement (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction.  Doing so may render invalid any
purported acceptance of the Offer.  The availability of the Offer to persons who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions.  Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.



The New Torex Retail Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act or under the
securities laws of any state of the United States; the relevant clearances have
not been, nor will they be, obtained from the securities commission of any
province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and the New Torex Retail Shares have been, nor
will they be, registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan.  Accordingly, the New Torex Retail Shares are not being and
may not be (unless an exemption under relevant securities laws is applicable)
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, any
United States, Canadian, Australian or Japanese person.



The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer.  An 'offer period' is deemed to
commence at the time when an announcement is made of a proposed or possible
offer, with or without terms.  Accordingly, the offer period began on 30 June
2005.



The above disclosure requirements are set out in more detail in Rule 8 of the
City Code.  Under the provisions of Rule 8.3 of the City Code, any person who,
alone or acting together with any other person(s) pursuant to an agreement or
understanding (formal or informal) to acquire or control relevant securities of
Torex Retail or Anker, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Torex Retail or Anker is required to disclose, by not later than 12 noon on the
business day following the date of the relevant transaction, dealings in such
securities of that company (or in any option in respect of, or derivative
referenced to, any such securities) during the period to the date on which the
Offer becomes or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn.



Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Torex Retail or Anker by Torex Retail or Anker, or by any of their
respective 'associates' (within the meaning of the City Code) must also be
disclosed.



If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000 and/or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number
[phone]; fax [phone].



If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.






NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN





                                                                    30 June 2005







                               RECOMMENDED OFFER

                                      for

                                   Anker Plc



                                       by

                              UBS INVESTMENT BANK



                                  on behalf of

                                Torex Retail Plc









1.                              Introduction



The Boards of Torex Retail and Anker are today pleased to announce that they
have reached agreement on the terms of a recommended offer to be made by UBS, on
behalf of Torex Retail, for the entire issued and to be issued share capital of
Anker.



2.                              The Offer



The Offer, which will be subject to the conditions and further terms set out in
Appendix I to this Announcement, in the Offer Document and in the Form of
Acceptance, will be made by UBS on behalf of Torex Retail on the following
basis:



  for each Anker Share        1.355 New Torex Retail Shares and 75 pence in cash



Based on the Closing Price of 109.5 pence per Anker Share on 29 June 2005, being
the last business day prior to the date of this Announcement, the Offer:



•                     values each Anker Share at approximately 223.4 pence;



•                     values Anker's entire issued and to be issued share
capital at approximately £98.5 million; and



•                     represents a premium of approximately 16.3 per cent. to
such Closing Price, and a premium of approximately 23.6 per cent. to the average
Closing Price of 180.7 pence for each Anker share for the month ended 29 June
2005, and a premium of approximately 48.9 per cent. to the issue price of 150
pence for each Anker Share upon admission to trading on AIM on 23 December 2004.



The New Torex Retail Shares to be issued in respect of the Offer will be issued
and credited as fully paid and will rank pari passu in all respects with the
existing issued Torex Retail Shares.



Anker Shareholders will be offered a Mix and Match Facility under which
accepting Anker Shareholders will be able, subject to availability, to elect to
vary the proportions in which they receive New Torex Retail Shares and cash
consideration for their Anker Shares.  The maximum amount of cash consideration
under the Offer will not be varied, so that Torex Retail's ability to satisfy
elections will depend on the extent to which other Anker Shareholders make
offsetting elections.  To the extent that such elections cannot be satisfied in
full, they will be scaled down on a pro rata basis.  Further details of the Mix
and Match Facility are set out in paragraph 3 of this Announcement.



Full acceptance of the Offer would result in the issue of approximately 59.7
million New Torex Retail Shares, representing approximately 23.7 per cent. of
Torex Retail's enlarged issued share capital, and a cash payment of
approximately £33.1 million.  This payment would be funded out of Torex Retail's
existing facilities.  Application will be made for the New Torex Retail Shares
to be admitted to trading on AIM.



Further details of the bases and sources of the financial information on the
Offer are set out in Appendix II to this Announcement.



3.         Mix and Match Facility



Anker Shareholders who validly accept the Offer may, subject to availability,
elect to vary the proportions in which they receive New Torex Retail Shares and
the cash consideration for their Anker Shares.  The maximum number of New Torex
Retail Shares and the maximum amount of cash consideration available under the
Offer will not be varied, so that Torex Retail's ability to satisfy elections by
Anker Shareholders will depend on the extent to which other Anker Shareholders
make offsetting elections.  To the extent that such elections cannot be
satisfied in full, they will be scaled down on a pro rata basis.



As a result, Anker Shareholders who make an election under the Mix and Match
Facility will not necessarily know the exact number of New Torex Retail Shares
or the amount of cash consideration which they will receive until settlement of
the consideration under the Offer.  An Announcement will be made, when the Offer
becomes or is declared wholly unconditional, of the approximate extent to which
elections under the Mix and Match Facility will be satisfied.



Torex Retail reserves the right to close the Mix and Match Facility on the
first, or any subsequent, closing date of the Offer without further notice.  If
the Offer is not then unconditional as to acceptances, Torex Retail may extend
the Mix and Match Facility to a later date.  If the Mix and Match Facility has
been closed, Torex Retail reserves the right to re-introduce a mix and match
facility, subject to the rules of the City Code.  The Mix and Match Facility
will be conditional on the Offer becoming or being declared unconditional in all
respects.



Further details on the terms of the Mix and Match Facility will be set out in
the Offer Document.



4.         Irrevocable undertakings



Irrevocable undertakings to accept, or to procure the acceptance of, the Offer
have been received by Torex Retail from the following:



  • the Anker Directors who beneficially own Anker Shares in respect of, in
    aggregate, 974,714 Anker Shares, representing approximately 2.3 per cent. of
    the entire existing issued share capital of Anker;



  • Anker Holdings LLC in respect of 13,047,600 Anker Shares, representing
    approximately 31.4 per cent. of the entire existing issued share capital of
    Anker;



  • EAC Ltd in respect of 6,978,509 Anker Shares, representing approximately
    16.8 per cent. of the entire existing issued share capital of Anker; and



  • Hargreave Hale Limited in respect of 333,333 Anker Shares, representing
    approximately 0.8 per cent. of the entire existing issued share capital of
    Anker.



All of these irrevocable undertakings to accept the Offer remain binding, even
if a higher competing offer is announced by a third party, unless the Offer
lapses or is withdrawn.



Irrevocable undertakings to accept, or procure the acceptance of, the Offer have
also been received by Torex Retail from M.D. Barnard & Co. Limited, Framlington
Investment Management Limited and Allianz in respect of, in aggregate, 7,347,166
Anker Shares, representing approximately 17.7 per cent. of the entire existing
issued share capital of Anker.  These irrevocable undertakings will cease to be
binding if a higher competing offer is made (which in the case of the
irrevocable undertakings received from M.D. Barnard & Co. Limited and Allianz
represents an improvement of at least 10 per cent. over the value of the
consideration available under the Offer) or the Offer lapses or is withdrawn.



Accordingly, Torex Retail has received irrevocable undertakings to accept, or
procure acceptance of, the Offer in respect of, in aggregate, 28,681,322 Anker
Shares, representing approximately 69.0 per cent. of the entire existing issued
share capital of Anker.



In addition, M&G Investment Management Limited has provided Torex Retail with a
non-binding letter of support confirming its intention to accept the Offer in
respect of a further 2,666,666 Anker Shares, representing approximately 6.4 per
cent. of the entire existing issued share capital of Anker.



Accordingly, Torex Retail has received support for the Offer from Anker
Shareholders in respect of, in aggregate, 31,347,988 Anker Shares, representing
approximately 75.4 per cent. of the entire existing issued share capital of
Anker.



5.         Background to and reasons for the Offer



The retail application software market is highly fragmented both globally and at
a country level.  The Torex Retail Directors believe that there is a clear
opportunity to create a market leading international application software and
services supplier through a combination of organic growth and acquisitions.



The Torex Retail Directors believe that consolidation of the retail systems
market is particularly attractive as the market is experiencing a period of
growth as a result of the need to replace and upgrade legacy systems and
increased competitive pressure within the retail sector.



A key part of Torex Retail's strategy is to expand its customer base and
geographic presence with the aim of creating a business with the scale to become
an international market leader in the supply of retail application software and
services.  The Torex Retail Directors believe that large retailers are
conservative and would welcome the creation of a business with a global sales
and support capability to match their own international estates and ambitions.
The large hardware and technology vendors and consultants are also influential
in the retail systems market and the Torex Retail Directors believe that the
Enlarged Group will be better positioned to become an important strategic
partner to these organisations.



The Acquisition will provide the Enlarged Group with a leading pan-European
presence covering many of Europe's largest markets and also enhance the Torex
Retail Group's existing operations in the UK, Germany and Belgium.  The Torex
Retail Directors believe that this increased scale and geographic reach will be
attractive to major international retailers and oil companies who are looking to
implement common systems across their European estates.



The addition of Anker's main EPoS product, OSCAR will provide the Enlarged Group
with two flagship EPoS products, either a Java (LUCAS) or .NET (OSCAR) based
solution, reducing the reliance on any particular technology standard.



To date, Anker has concentrated on the sale of EPoS solutions and related
products and services.  Torex Retail has a broader range of retail software
solutions including workforce management, loss prevention, merchandise planning
and visualisation and the Torex Retail Directors believe that there will be
significant opportunities for cross selling these products into the Anker
customer base.



The Torex Retail Directors believe that substantial synergies and economies of
scale will accrue from the combination of the two companies operations whilst at
the same time improving the quality of service to customers.  The Torex Retail
Directors also believe that the Enlarged Group will benefit from improved
purchasing terms from hardware and technology vendors and will be able to
rationalise the administrative costs associated with running two public limited
companies.



The Torex Retail Directors estimate that the successful completion of the
Acquisition would result in pre-tax cost savings of approximately £6.0 million,
on a full year run rate basis.  The one-off restructuring costs of achieving
these synergies are estimated to be in the region of £3.0 million.



The Torex Retail Directors believe that the Acquisition will be earnings
enhancing (before goodwill amortisation, cost savings, one-off restructuring
costs and revenue benefits referred to above) in the first full year following
the Acquisition. This statement regarding earnings enhancement does not
constitute a profit forecast nor should it be interpreted to mean that earnings
per share of Torex Retail for the current or future years will necessarily match
or exceed the historical published earnings per share of Torex Retail or Anker.



As part of the Enlarged Group Anker will be better placed to fulfil its
potential in the retail systems market and will have mitigated its overall
market exposure by diversifying its technological, geographical and product
offering.  Furthermore, the Enlarged Group will be one of the world's largest
retail systems suppliers in terms of sales and will be a step closer to becoming
a clear market leader in retail application software and services.



6.         Information on Torex Retail



Torex Retail is a leading international provider of innovative retail management
technology solutions. With an historic strength in EPoS systems, Torex Retail
has developed a broadly based portfolio of solutions covering both the in-store
and enterprise activities of retailers.  The solution set covers the
requirements of retailers of all sizes across the high street, convenience
sector, leisure centres and petrol stations. Torex Retail has a large customer
base with over 3,000 customer relationships throughout the world, including
Tesco, Woolworths, Selfridges, Argos and Shell. Torex Retail has over 1,200
staff based in the UK, Europe and the US.



Based on its pro forma results for the 12 months ended 31 December 2004, Torex
Retail's turnover and operating profit  were £71.8 million and £12.5 million
respectively.



The Torex Retail Group has continued to emphasise the provision of a 'one stop
shop' for a retailer's requirements for store solutions. Torex Retail is able to
provide a complete service from project inception through to hardware
acquisition, software provision and building, configuration and installation of
the system. It is also able to provide a full hardware and software support and
maintenance service for clients.  Members of the Torex Retail Group work in
close partnership with leading hardware manufacturers and technology providers
such as IBM, Microsoft and SAP, whilst retaining their commitment to open
systems to maintain the flexibility to deliver maximum value to its customers.



On 10 June 2005, Torex Retail announced the terms of a recommended all share
offer for XN Checkout Holdings plc ('XN Checkout') ('XN Checkout Offer').  XN
Checkout is the UK market leader in the supply of EPoS solutions to the UK
managed pub and bar sector and completion of the XN Checkout Offer will extend
Torex Retail's activities into the Leisure & Hospitality sector of the retail
systems market.  The XN Checkout Offer valued the entire issued share capital of
XN Checkout at approximately £72.7 million as at the date of announcement of the
XN Checkout Offer.  Full acceptance of the XN Checkout Offer will result in the
issue of approximately 69.9 million new Torex Retail Shares.  Further details of
the XN Checkout Offer and XN Checkout will be set out in the Equivalent
Document.



7.         Information on Anker



The Anker Group is one of Western Europe's leading EPoS software suppliers and
operates directly in eleven Western European countries (Austria, Belgium,
Denmark, Finland, France, Germany, The Netherlands, Norway, Sweden, Switzerland
and the UK).  It provides EPoS payment solutions, including point-of-sale
software, hardware, professional services and hardware and software maintenance.
  The Anker Group has approximately 1,250 staff throughout Western Europe and
over 2,000 customers. It has more than 60,000 software licences and over 100,000
installed units under maintenance in the retail and hospitality industries.



Based on its pro forma results for the 12 months ended 31 December 2004, the
Anker Group's turnover, gross profits and EBITDA were Euro157.4 million,
Euro102.6 million and Euro14.6 million, respectively.



The Anker Group has a diverse customer base spread across five main sub-sectors.
  These sub-sectors are food retail, general merchandise, speciality retail,
hospitality and leisure and ferry and cruise.  Its key customers include Servex,
a Dutch railway retail and hospitality provider; Harrods, a UK retailer, and
Schlecker, one of Europe's largest drug store chains.  The Anker Group has been
particularly successful in the Scandinavian ferry and cruise markets primarily
due to the Anker Group's ability to address both the retail and hospitality
markets with one system.



The shares in Anker were admitted to trading on AIM on 23 December 2004 at a
price of 150 pence per share.



8.         Current trading for Torex Retail



A copy of the statement released at Torex Retail's Annual General Meeting on 28
April 2005 is set out in Appendix IV to this Announcement.  Torex Retail expects
to make a trading update in advance of its Interim Results for the six months
ending 30 June 2005 in early July in which Torex Retail will confim that it
continues to enjoy strong trading and the Torex Retail Directors remain positive
about the outlook for the full year.



9.         Management and employees



Torex Retail attaches great importance to the skills and experience of the
existing management and employees of the Anker Group and believes that they will
have greater opportunities arising out of the proposed acquisition of Anker by
Torex Retail.



Whilst the Torex Retail Board will remain unchanged as a result of the
Acquisition, the Torex Retail Directors intend to seek to recruit additional
non-executive directors with relevant experience in due course.



The Board of Torex Retail has confirmed that, upon the Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all management and employees of the members of the
Anker Group will be fully safeguarded.



10.       Anker Option Schemes



The Offer will extend to any Anker Shares which are issued or unconditionally
allotted and fully paid (or credited as fully paid) after the date of this
Announcement and before the date on which the Offer closes (or, subject to the
City Code, to such earlier date as Torex Retail may decide), including Anker
Shares issued pursuant to the exercise of options granted under the Anker Option
Schemes or otherwise.



To the extent that such options have not been exercised in full, Torex Retail
will make appropriate proposals to the holders of Anker Options once the Offer
becomes or is declared unconditional in all respects.



11.       Dividend policy



Following the Acquisition, Torex Retail intends to continue its stated
progressive dividend policy, which balances the dividend payout with the
continuing need to make investments in order to grow earnings.



12.       Extraordinary General Meeting



An Extraordinary General Meeting of Torex Retail will be convened in due course
at which resolutions will be proposed to authorise the Torex Retail Directors
to, inter alia, allot the New Torex Retail Shares.



The Torex Retail Directors unanimously recommend Torex Retail Shareholders to
vote in favour of the resolutions to be proposed at the Extraordinary General
Meeting as they intend to do so in respect of their own aggregate beneficial
shareholdings comprising, in aggregate, 28,316,349 Torex Retail Shares,
representing approximately 14.7 per cent. of Torex Retail's existing issued
share capital.



13.       Inducement fee agreement



As an inducement to Torex Retail to make the Offer, Anker has agreed to pay to
Torex Retail an inducement fee of £900,000, being approximately one per cent. of
the value of the Offer, in the event that another offer or alternative proposal
for Anker is announced and becomes unconditional in all respects or otherwise
completes.  Before the inducement fee was agreed, Torex Retail confirmed to the
Anker Board that it would not make the Offer without entering into this
inducement fee arrangement with Anker.



14.       Recommendation of the Anker Board



The Anker Directors, who have been so advised by Collins Stewart, consider that
the terms of the Offer are fair and reasonable.  In providing advice to the
Anker Directors, Collins Stewart has taken into account the commercial
assessment of the Anker Directors.



Accordingly, the Anker Directors unanimously recommend Anker Shareholders to
accept the Offer as they have irrevocably undertaken so to do in respect of
their own beneficial shareholdings comprising, in aggregate, 974,714 Anker
Shares, representing approximately 2.34 per cent. of Anker's existing issued
share capital.



15.       Disclosure of interests in Anker



Save for the irrevocable undertakings and letters of intent referred to in
paragraph 4 of this Announcement, neither Torex Retail nor, so far as Torex
Retail is aware, any person deemed to be acting in concert (as defined in the
City Code) with Torex Retail owns or controls any Anker Shares or has any
options to acquire Anker Shares or has procured or received an irrevocable
commitment or letter of intent to accept, or procure the acceptance of, the
Offer.  Neither Torex Retail nor, so far as Torex Retail is aware, any person
acting in concert with Torex Retail for the purposes of the Offer has any
arrangement in relation to Anker Shares or any securities convertible into or
exchangeable into Anker Shares or options (including traded options) in respect
of, or derivatives referenced to, any such shares.  For these purposes,
'arrangement' includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Anker Shares
which may be an inducement to deal or refrain from dealing in such shares. In
the interests of confidentiality prior to this Announcement, Torex Retail has
not made any enquiries in this respect of certain parties who may be presumed by
the Panel to be acting in concert with Torex Retail for the purposes of the
Offer.



16.       Further details of the Offer



The Anker Shares will be acquired by Torex Retail fully paid and free from all
liens, equities, charges, encumbrances and other interests and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions declared, made or paid hereafter.



The New Torex Retail Shares will be issued free from all liens, equities,
charges, encumbrances and other interests.  The New Torex Retail Shares will be
issued credited as fully paid and will rank pari passu in all respects with
existing issued Torex Retail Shares, including the right to receive all
dividends and other distributions declared, made or paid hereafter. Fractions of
New Torex Retail Shares will not be allotted or issued pursuant to the Offer but
will be aggregated and sold in the market for the benefit of Torex Retail.



There are no agreements or arrangements to which Torex Retail is a party which
relate to the circumstances in which it may or may not invoke or seek to invoke
a condition of the Offer.



The Offer will be subject to the conditions and further terms set out in
Appendix I to this Announcement, in the Offer Document and in the Form of
Acceptance.



17.       Admission to trading on AIM and dealings in New Torex Retail Shares



It is Torex Retail's intention that, following the Offer becoming or being
declared unconditional in all respects, Torex Retail will apply for the New
Torex Retail Shares to be admitted to trading on AIM.  It is expected that
admission will become effective and that dealings will commence in the New Torex
Retail Shares on the first business day following the day on which the Offer
becomes or is declared unconditional in all respects (save only for the
admission of such shares becoming effective).



18.       Compulsory acquisition, cancellation of trading on AIM of Anker Shares
and re-registration



If Torex Retail receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Anker Shares to which the Offer
relates and the Offer becomes or is declared unconditional in all respects,
Torex Retail intends to exercise its rights pursuant to the provisions of
sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily
any outstanding Anker Shares not acquired or agreed to be acquired pursuant to
the Offer or otherwise.



It is Torex Retail's intention that, following the Offer becoming or being
declared unconditional in all respects, Anker will apply for the admission to
trading on AIM of the Anker Shares to be cancelled.  Such cancellation will,
subject to the approval of the London Stock Exchange, take effect no earlier
than 20 business days after the Offer becomes or is declared unconditional in
all respects.  Cancelling the admission to trading on AIM of the Anker Shares
would significantly reduce the liquidity and marketability of any Anker Shares
not assented to the Offer.



It is also proposed that, in due course, Torex Retail will seek to procure the
re-registration of Anker as a private company under the relevant provisions of
the Companies Act.



19.       Overseas Shareholders



Unless otherwise determined by Torex Retail and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of a national securities exchange, of a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within a Restricted Jurisdiction.  Accordingly, copies of
this Announcement are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this Announcement (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction.  Doing so may render invalid any
purported acceptance of the Offer.  The availability of the Offer to persons who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions.  Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.  Further
details in relation to Overseas Shareholders will be set out in the Offer
Document.



The New Torex Retail Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act or under the
securities laws of any state of the United States; the relevant clearances have
not been, nor will they be, obtained from the securities commission of any
province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and the New Torex Retail Shares have been, nor
will they be, registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan.  Accordingly, the New Torex Retail Shares are not being and
may not be (unless an exemption under relevant securities laws is applicable)
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, any
United States, Canadian, Australian or Japanese person.



20.       Torex Retail and Anker issued share capital



In accordance with Rule 2.10 of the City Code, Torex Retail confirms that it has
192,347,636 Torex Retail Shares in issue.  The International Securities
Identification Number for Torex Retail Shares is GB0034291632.



In accordance with Rule 2.10 of the City Code, Anker confirms that it has
41,584,158 Anker Shares in issue.  The International Securities Identification
Number for Anker Shares is GB00B04DD164.







21.       General



The Offer Document, the Equivalent Document and the Form of Acceptance will be
posted to Anker Shareholders as soon as practicable and in any event within 28
days of this Announcement, other than in relation to a Restricted Jurisdiction.



The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement and definitions of
certain expressions used in this Announcement are contained in Appendix III to
this Announcement.



ENQUIRIES



Torex Retail



Christopher Moore                 Tel: [phone]

Mark Pearman                      Tel: [phone]



UBS Investment Bank



Benjamin Robertson              Tel: [phone]

Jackie Arnott-Smith             Tel: [phone]



Citigate Dewe Rogerson



Ginny Pulbrook                       Tel: [phone]

Seb Hoyle                            Tel: [phone]



Anker



Dermot Smurfit                      Tel: + 44 (0) 870 905 1576

John Foulkes                        Tel: + 44 (0) 870 905 1576



Collins Stewart



Nick Ellis                        Tel: + 44 (0) 20 7523 8350

Seema Paterson                    Tel: + 44 (0) 20 7523 8350



Smithfield



Reg Hoare                         Tel: [phone]

Sarah Richardson                  Tel: [phone]



The Anker Directors accept responsibility for the information contained in this
Announcement relating to Anker and its subsidiaries, themselves and their
immediate families and connected persons.  The Torex Retail Directors accept
responsibility for all of the other information contained in this Announcement.
To the best of the knowledge and belief of the Torex Retail Directors and the
Anker Directors (who have taken all reasonable care to ensure that such is the
case) the information contained in this Announcement for which they are
respectively responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.



UBS Investment Bank is acting for Torex Retail and no one else in connection
with the Offer and will not be responsible to anyone other than Torex Retail for
providing the protections afforded to clients of UBS Investment Bank or for
providing advice in connection with the Offer.



Collins Stewart Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Anker and no one else in
connection with the Offer and will not be responsible to anyone other than Anker
for providing the protections afforded to clients of Collins Stewart Limited nor
for providing advice in relation to the Offer.



This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.  The Offer will be made solely by the Offer
Document, an advertisement to be published in the London edition of the
Financial Times and the Form of Acceptance, which will contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.



Unless otherwise determined by Torex Retail and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of a national securities exchange of, a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within a Restricted Jurisdiction.  Accordingly, copies of
this Announcement are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving this Announcement (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction.  Doing so may render invalid any
purported acceptance of the Offer.  The availability of the Offer to persons who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions.  Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.



The New Torex Retail Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act or under the
securities laws of any state of the United States; the relevant clearances have
not been, nor will they be, obtained from the securities commission of any
province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and the New Torex Retail Shares have been, nor
will they be, registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan.  Accordingly, the New Torex Retail Shares are not being and
may not be (unless an exemption under relevant securities laws is applicable)
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, any
United States, Canadian, Australian or Japanese person.



The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer.  An 'offer period' is deemed to
commence at the time when an announcement is made of a proposed or possible
offer, with or without terms.  Accordingly, the offer period began on 30 June
2005.



The above disclosure requirements are set out in more detail in Rule 8 of the
City Code.  Under the provisions of Rule 8.3 of the City Code, any person who,
alone or acting together with any other person(s) pursuant to an agreement or
understanding (formal or informal) to acquire or control relevant securities of
Torex Retail or Anker, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Torex Retail or Anker is required to disclose, by not later than 12 noon on the
business day following the date of the relevant transaction, dealings in such
securities of that company (or in any option in respect of, or derivative
referenced to, any such securities) during the period to the date on which the
Offer becomes or is declared unconditional as to acceptances or lapses or is
otherwise withdrawn.



Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Torex Retail or Anker by Torex Retail or Anker, or by any of their
respective 'associates' (within the meaning of the City Code) must also be
disclosed.



If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000 and/or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number
[phone]; fax [phone].



If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.

APPENDIX I



Conditions and certain further terms of the Offer



Part A:            Conditions of the Offer



The Offer, which will comply with the applicable rules and regulations of the
London Stock Exchange and the City Code and will be governed by English law and
subject to the jurisdiction of the courts of England, will be subject to the
terms and conditions set out below, in the Offer Document and in the Form of
Acceptance:

(a)  valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the first closing date of the Offer (or such later
time(s) and/or date(s) as Torex Retail may, subject to the rules of the City
Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Torex Retail may decide) in nominal value of the Anker Shares to
which the Offer relates, provided that, unless agreed by the Panel, this
condition will not be satisfied unless Torex Retail and/or any of its
wholly-owned subsidiaries have acquired, or agreed to acquire, whether pursuant
to the Offer or otherwise, and whether directly or indirectly, Anker Shares
carrying, in aggregate, more than 50 per cent. of the voting rights then
normally exercisable at general meetings of Anker on such basis as may be
required by the Panel (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise); and for this purpose (i) the expression
'Anker Shares to which the Offer relates' shall be construed in accordance with
sections 428-430F of the Companies Act 1985; and (ii) Anker Shares which have
been unconditionally allotted shall be deemed to carry the voting rights which
they will carry upon being entered in the register of members of Anker;

(b)  the passing at an extraordinary general meeting of Torex Retail (or at any
adjournment thereof) of Torex Retail of any resolution or resolutions which are
necessary or, in the reasonable opinion of Torex Retail, desirable to approve,
effect and implement the Offer and the acquisition by Torex Retail of Anker and
of any Anker Shares;

(c)  the London Stock Exchange agreeing to admit the New Torex Retail Shares to
trading on AIM and (unless the Panel otherwise agrees) such admission becoming
effective in accordance with the AIM Rules of the London Stock Exchange;

(d)  to the extent that the acquisition of the Anker Shares would constitute a
relevant merger within the meaning of section 23 of the Enterprise Act 2002, the
Office of Fair Trading indicating, in terms reasonably satisfactory to Torex
Retail, that it does not intend to refer the proposed acquisition of Anker by
Torex Retail, or any aspect of it, to the Competition Commission;

(e)  save as Disclosed, no central bank, government or governmental,
quasi-governmental, supranational, statutory or regulatory body, or any court,
institution, investigative body, association, trade agency or professional or
environmental body or (without prejudice to the generality of the foregoing) any
other person or body in any jurisdiction (each, a 'Relevant Authority') having
decided to take, institute, implement or threaten any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute, regulation or
order or otherwise taken any other step or done any thing, that could reasonably
be expected to (in each case to an extent which is material and adverse in the
context of the wider Anker Group taken as a whole):

(i)    restrict, restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere with the implementation of,
the Offer or the acquisition of any Anker Shares by Torex Retail;

(ii)    result in a delay in the ability of Torex Retail, or render Torex Retail
unable, to acquire some or all of the Anker Shares;

(iii)    require, prevent, delay or affect the divestiture by Torex Retail or
any member of the wider Torex Retail Group or Anker or any member of the wider
Anker Group of all or any portion of their businesses, assets or property or of
any Anker Shares or other securities in Anker or impose any limitation on the
ability of any of them to conduct their respective businesses or own their
respective assets or properties or any part thereof;

(iv)   impose any limitation on the ability of any member of the wider Torex
Retail Group to acquire or hold or exercise effectively, directly or indirectly,
all rights of all or any of the Anker Shares (whether acquired pursuant to the
Offer or otherwise);

(v)    require any member of the wider Torex Retail Group or the wider Anker
Group to offer to acquire any shares or other securities or rights thereover in
any member of the wider Anker Group owned by any third party;

(vi)   make the Offer or its implementation or the proposed acquisition of Anker
or any member of the wider Anker Group or of any Anker Shares or any other
shares or securities in, or control of, Anker, illegal, void or unenforceable in
or under the laws of any jurisdiction; or

(vii)  otherwise materially and adversely affect any or all of the businesses,
assets or financial condition of any member of the wider Torex Retail Group or
the wider Anker Group or the exercise of rights of shares of any company in the
Anker Group (to an extent which is material in the context of the wider Torex
Retail Group taken as a whole or, as the case may be, the wider Anker Group
taken as a whole),

and all applicable waiting periods during which such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;

(f)   save as Disclosed, all authorisations, orders, grants, consents,
clearances, licences, permissions and approvals in any jurisdiction necessary
for or in respect of the Offer, the proposed acquisition of any shares or
securities in, or control of, Anker or any member of the wider Anker Group by
any member of the wider Torex Retail Group or the carrying on of the business of
any member of the wider Anker Group or the wider Torex Retail Group, the issue
of the New Torex Retail Shares or any matters arising therefrom
('Authorisations') being obtained in terms reasonably satisfactory to Torex
Retail and Anker from all appropriate Relevant Authorities or (without prejudice
to the generality of the foregoing) from any persons or bodies with whom any
members of the wider Anker Group has entered into contractual arrangements (in
each case where the absence of such Authorisation would have a material and
adverse effect on the wider Anker Group taken as a whole) and such
Authorisations remaining in full force and effect and there being no
notification of any intention to revoke, amend or not to renew the same and all
necessary filings having been made, all appropriate waiting and other time
periods (including extensions thereto) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been terminated and
all necessary statutory or regulatory obligations in any jurisdiction in respect
of the Offer or the proposed acquisition of Anker by Torex Retail or of any
Anker Shares or any matters arising therefrom having been complied with;

(g)  save as Disclosed, there being no provision of any agreement, instrument,
permit, licence or other arrangement to which any member of the wider Anker
Group is a party or by or to which it or any of its assets may be bound or
subject which, as a consequence of the Offer or the acquisition of Anker or
because of a change in the control or management of Anker or any member of the
Anker Group, could reasonably be expected to have the result that (in each case
to an extent which is material and adverse in the context of the wider Anker
Group taken as a whole):

(i)    any moneys borrowed by, or other indebtedness, actual or contingent, of,
or grant available to, any member of the wider Anker Group becomes or is capable
of being declared repayable immediately or earlier than the repayment date
stated in such agreement, instrument or other arrangement or the ability of any
member of the wider Anker Group to borrow moneys or incur indebtedness is
withdrawn, inhibited or adversely affected;

(ii)    any mortgage, charge or other security interest is created over the
whole or any part of the business, property or assets of any member of the wider
Anker Group or any such security (whenever arising) becomes enforceable;

(iii)    any such agreement, instrument, permit, licence or other arrangement,
or any right, interest, liability or obligation of any member of the wider Anker
Group therein, is terminated or materially adversely modified or affected or any
material action is taken or onerous obligation arises thereunder;

(iv)  the value of any member of the wider Anker Group or its financial or
trading position is prejudiced or adversely affected;

(v)   any material asset or, other than in the ordinary course of business, any
asset of the wider Anker Group being or falling to be charged or disposed of;

(vi)   the rights, liabilities, obligations or interests or business of any
member of the wider Anker Group in or with any other person, firm or company (or
any arrangement relating to such interest or business) is terminated, modified
or adversely affected; or

(vii)  any member of the wider Anker Group ceases to be able to carry on
business under any name under which it currently does so;

(h)  save as Disclosed, since 31 December 2004 (being the date to which Anker's
last published audited accounts were made up) no member of the wider Anker Group
having (in each case to an extent which is material and adverse in the context
of the wider Anker Group, taken as a whole):

(i)    issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital (save as between Anker and wholly owned
subsidiaries of Anker and for the grant of Anker Options pursuant to the terms
of the Anker Option Schemes or the issue of Anker Shares on the exercise of
Anker Options pursuant to the terms of the Anker Option Schemes to the extent
that any such grant or issue has been Disclosed);

(ii)    recommended, declared, paid or made or proposed to recommend, declare,
pay or make any dividend, bonus or other distribution other than dividends
lawfully paid to Anker or wholly-owned subsidiaries of Anker;

(iii)    (save for transactions between two or more wholly owned members of the
Anker Group) authorised or announced its intention to propose any material
merger or acquisition or disposal or transfer of any material assets or shares
or any material change in its share or loan capital;

(iv)   (save for transactions between two or more wholly owned members of the
Anker Group) issued or authorised the issue of any debentures or incurred or,
save in the ordinary course of business, increased any material indebtedness or
contingent liability;

(v)    disposed of or transferred, mortgaged or encumbered any material asset or
any right, title or interest in any such asset or entered into or varied any
material contract, commitment or arrangement (whether in respect of capital
expenditure or otherwise) which is of a long term or unusual nature or which
involves or could involve an obligation of a nature or magnitude which is
material and adverse in the context of the wider Anker Group, taken as a whole
or authorised, proposed or announced any intention to do so other than in the
ordinary course of business;

(vi)  entered into, or varied the terms of, any material contract or agreement
with any of the directors or senior executives of Anker other than in the
ordinary course of business;

(vii)   taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;

(viii)  waived or compromised any material claim other than in the ordinary
course of business;

(ix)   made any amendment to its memorandum or articles of association;

(x)   entered into any material contract, transaction or arrangement which is or
may be restrictive on the business of any member of the wider Anker Group or the
wider Torex Retail Group;

(xi)   been unable or admitted in writing that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; and

(xii)  entered into any material contract, commitment or agreement with respect
to any of the transactions or events referred to in this condition (h).

(i)   since 31 December 2004 (being the date to which Anker's last published
audited accounts were made up) and save as Disclosed:

(i)    no litigation, arbitration, prosecution or other legal proceedings having
been instituted, announced or threatened or become pending or remained
outstanding by or against any member of the wider Anker Group or to which any
member of the wider Anker Group is a party (whether as claimant, respondent or
otherwise) which in any case would be likely to have a material adverse effect
on the financial position of the wider Anker Group taken as a whole;

(ii)    no material adverse change having occurred in the business, assets,
financial position or profits of the wider Anker Group which in any case would
be likely to have a material adverse effect on the financial position of the
wider Anker Group, taken as a whole;

(iii)   no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding against any member
of the wider Anker Group which in any case would be likely to have a material
adverse effect on the financial position of the wider Anker Group, taken as a
whole; or

(j)   save as Disclosed, Torex Retail not having discovered that:

(i)    any business, financial or other information concerning any member of the
Anker Group disclosed, publicly or otherwise at any time to Torex Retail, by or
on behalf of any member of the Anker Group, either contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading in any material respect; or

(ii)    any member of the wider Anker Group is subject to any liability, actual
or contingent, which is not disclosed in the annual report and accounts of Anker
for the financial year ended 31 December 2004 which in any case would be likely
to have a material adverse effect on the financial position of the wider Anker
Group taken as a whole; and

(iii)    there is or is reasonably likely to be any liability, actual or
contingent, which might reasonably be expected to have a material adverse effect
on the financial position of the wider Anker Group taken as a whole to make
good, repair, reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the wider Anker Group
or any controlled waters under any environmental legislation, regulation,
notice, circular or order of any Relevant Authority or third party or otherwise.



Part B:            Waiver of conditions and further terms of the Offer



Torex Retail reserves the right to waive all or any of conditions (d) to (j)
(inclusive) above, in whole or in part.  Conditions (b) and (c) must be
fulfilled within 21 days after the later of the first closing date of the Offer
and the date on which condition (a) is fulfilled (or such later date as the
Panel may agree) provided that Torex Retail shall be obliged to declare the
Offer unconditional in all respects if on the later of the first closing date of
the Offer and the date that the last of the conditions (a) to (c) (inclusive) is
fulfilled the other conditions of the Offer have been waived or fulfilled or at
such date there are no circumstances indicating that any of such conditions may
not be capable of fulfilment.



If Torex Retail is required by the Panel to make an offer for Anker Shares under
the provisions of Rule 9 of the City Code, Torex Retail may make such
alterations to the conditions as are necessary to comply with the provisions of
that Rule.



The Offer will lapse if, before 3.00 p.m. on the first closing date of the Offer
or the date on which the Offer becomes or is declared unconditional as to
acceptances (whichever is later), (i) the Offer or any part of it is referred to
the Competition Commission; or (ii) following a request to the European
Commission under Article 22(3) of Council Regulation (EEC) 4064/89 (as amended
by Council Regulation (EC) 1310/97) (the 'Regulation') in relation to the Offer
or any part of it, which request is accepted by the European Commission, the
European Commission initiates proceedings under Article 6(1)(c) of the
Regulation.



If the Offer lapses it will cease to be capable of further acceptance. Anker
Shareholders who have accepted the Offer and Torex Retail shall then cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.



The Offer and any acceptances thereunder will be governed by English law, will
be subject to the jurisdiction of the English courts and will be subject to the
terms and conditions set out in this Appendix I to this Announcement, in the
Form of Acceptance and in the Offer Document and such further terms as may be
required to comply with the AIM Rules, the rules of the Financial Services
Authority and the provisions of the City Code.



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions.  Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

APPENDIX II



Bases and Sources



Unless otherwise stated in this Announcement:

(a)  financial information relating to Torex Retail has been extracted from the
audited accounts of Torex Retail for the year ended 31 December 2004;

(b)  financial information relating to Anker has been extracted from the audited
accounts of Anker for the year ended 31 December 2004;

(c)  the value of the fully diluted share capital of Anker is based upon
41,584,158 Anker Shares in issue on 29 June 2005 (being the last business day
prior to this Announcement), together with 2,495,045 Anker Shares falling to be
issued upon the exercise of options under the Anker Option Schemes;

(d)     the amount of the cash payment and the number of New Torex Retail Shares
to be issued in respect of full acceptance of the Offer is calculated based upon
the number of Anker Shares in issue (as described in paragraph (c) above)
resulting in the issue of approximately 59.7 million New Torex Retail Shares and
a cash payment of approximately £33.1 million; and

(e)     all prices quoted for Anker Shares are Closing Prices save for the issue
price of Anker upon admission to trading on AIM on 23 December 2004.




APPENDIX III



Definitions



The following definitions apply throughout this Announcement unless the context

otherwise requires:


'Acquisition'                          the proposed acquisition of Anker by Torex Retail to be effected
                                       by means of the Offer;


'Australia'                            the commonwealth of Australia, its states, territories or
                                       possessions;


'AIM'                                  AIM, a market operated by the London Stock Exchange;


'AIM Rules'                            the rules for AIM companies and their nominated advisers
                                       published by the London Stock Exchange governing admission to,
                                       and the operation of, AIM;


'Anker'                                Anker Plc;


'Anker Directors' or 'Anker Board'     the directors of Anker;


'Anker Group'                          Anker and its subsidiary undertakings and, where the context
                                       permits, each of them;


'Anker Holdings LLC'                   Anker Holdings, LLC, a limited liability company organised under
                                       the laws of Delaware, whose principal office is located at 6260
                                       Lookout Road, Boulder CO, United States of America;


'Anker Optionholders'                  holders of options granted under the Anker Option Schemes or
                                       otherwise;


'Anker Options'                        options or other rights to acquire Anker Shares (or, as of the
                                       Unconditional Date, Torex Retail Shares) under the Anker Option
                                       Schemes outstanding on the Unconditional Date;


'Anker Option Schemes'                 the Anker Plc Unapproved Share Option Scheme and the Anker
                                       Unapproved Pre-IPO Executive Share Option Scheme;


'Anker Shareholders'                   holders of Anker Shares;


'Anker Shares'                         the existing issued or unconditionally allotted and fully paid
                                       (or credited as fully paid) ordinary shares of 50 pence each in
                                       the capital of Anker and any further such shares which are
                                       unconditionally allotted or issued after the date hereof and
                                       before the date on which the Offer closes (or, subject to the
                                       provisions of the City Code, such earlier date or dates as Torex
                                       Retail may determine);
'Announcement'                         this announcement;

'business day'                         a day (excluding Saturdays, Sundays and public holidays) on which
                                       banks are open for business in the City of London;


'Canada'                               Canada, its possessions, provinces and territories and all areas
                                       subject to its jurisdiction or any political subdivision thereof;


'Collins Stewart'                      Collins Stewart Limited of 9th Floor, 88 Wood Street, London,
                                       EC2V 7QR;


'City Code'                            the City Code on Takeovers and Mergers;


'Closing Price'                        the closing middle-market quotation of an Anker Share or a Torex
                                       Retail Share (as the case may be) as derived from AIM appendix of
                                       the Daily Official List of the London Stock Exchange; ;


'Companies Act' or 'Act'               the Companies Act 1985 (as amended);


'Disclosed'                            (i) as disclosed in the annual report and accounts of Anker for
                                       the year ended 31 December 2004 (ii) as publicly announced by
                                       Anker through a Regulatory Information Service prior to the date
                                       of this Announcement (iii) as disclosed in this Announcement and
                                       (iv) as otherwise fairly disclosed in writing to Torex Retail by
                                       or on behalf of Anker prior to the date of this Announcement;


'Enlarged Group'                       the Torex Retail Group as enlarged by the Acquisition;


'EPoS'                                 electronic point of sale;


'Equivalent Document'                  the document containing equivalent information to that of a
                                       prospectus for the purposes of the Rule 1.2.2R(2) of the
                                       Prospectus Rules of the Financial Services Authority (which will
                                       come into force on or around 1 July 2005) to be issued in
                                       relation to the New Torex Retail Shares for which application for
                                       admission to trading on AIM will be made;


'Extraordinary General Meeting'        the extraordinary general meeting of Torex Retail to be held to
                                       approve the issue of the New Torex Retail Shares or at any
                                       adjournment thereof;


'Form of Acceptance'                   the form of acceptance, election and authority relating to the
                                       Offer to be despatched to Anker Shareholders with the Offer
                                       Document;


'Japan'                                Japan, its cities, prefectures, territories and possessions;


'London Stock Exchange'                London Stock Exchange plc;


'Mix and Match Facility'               the facility, described in paragraph 3 of this Announcement,
                                       under which Anker Shareholders who validly accept the Offer may
                                       elect to vary the proportions in which they receive New Torex
                                       Retail Shares and cash as consideration for their Anker Shares;


'New Torex Retail Shares'              the new Torex Retail Shares to be issued to Anker Shareholders
                                       credited as fully paid pursuant to the Offer;


'Offer'                                the proposed recommended offer to be made by UBS Investment Bank
                                       on behalf of Torex Retail, on the terms and subject to the
                                       conditions set out in the Offer Document and the Form of
                                       Acceptance, to acquire all of the Anker Shares (including, where
                                       the context so requires, any subsequent revision, variation,
                                       extension or renewal of such offer);


'Offer Document'                       the document proposed to be sent to holders of Anker Shares
                                       containing, inter alia, the details of the Offer;


'Overseas Shareholders'                Anker Shareholders resident in, or nationals or citizens of,
                                       jurisdictions outside the UK or who are nominees of, or
                                       custodians, trustees or guardians for, citizens or nationals of a
                                       Restricted Jurisdiction;


'Panel'                                the Panel on Takeovers and Mergers;


'pounds', '£' or 'pence'               the lawful currency of the United Kingdom;


'Regulatory Information Service'       a service approved by the London Stock Exchange for the
                                       distribution of AIM announcements to the public;


'Restricted Jurisdiction'              the United States, Canada, Australia or Japan or any other
                                       jurisdiction where extension or acceptance of the Offer would
                                       violate the law of that jurisdiction;


'subsidiary', 'subsidiary              shall be construed in accordance with the Companies Act (but for
undertaking', 'associated undertaking' this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
and 'undertaking'                      Companies Act);


'Torex Retail'                         Torex Retail Plc;


'Torex Retail Directors' or 'Torex     the directors of Torex Retail;
Retail Board'


'Torex Retail Group'                   Torex Retail and its existing subsidiary undertakings and, where
                                       the context permits, each of them;


'Torex Retail Shareholders'            holders of Torex Retail Shares;


'Torex Retail Shares'                  ordinary shares of 1 pence each in the capital of Torex Retail;


'UBS Investment Bank' or 'UBS'         UBS Investment Bank, a business group of UBS AG and UBS Limited;


'UK' or 'United Kingdom'               the United Kingdom of Great Britain and Northern Ireland;


'Unconditional Date'                   the date on which the Offer becomes or is declared unconditional
                                       in all respects;


'United States of America', 'US' or    the United States of America, its possessions and territories,
'United States'                        all areas subject to its jurisdiction or any subdivision thereof,
                                       any State of the United States and the District of Columbia;


'US Securities Act'                    the United States Securities Act of 1933, as amended;


'wider Anker Group'                    Anker and its subsidiary undertakings, associated undertakings
                                       and any other undertaking in which Anker and/or such undertakings
                                       (aggregating their interest) have a significant interest; and


'wider Torex Retail Group'             Torex Retail and its subsidiary undertakings, associated
                                       undertakings and any other undertaking in which Torex Retail and/
                                       or such undertakings (aggregating their interest) have a
                                       significant interest.



All references to legislation in this document are to English legislation unless
the contrary is indicated. All references to time in this document are to London
time.



Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.



Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.






APPENDIX IV



At Torex Retail's inaugural Annual General Meeting on 28 April 2005, Robert
Loosemore, Chairman commented:



'Torex Retail performed strongly in 2004 and the momentum developed during last
year has been carried forward into 2005.  We are pleased to report that trading
to date is in line with our expectations and, with buoyant market conditions and
a high level of revenue visibility, the Board remain confident of both our full
year forecasts and the future growth prospects for the Group.



In addition, we are delighted with the progress made by the Alphameric Retail
Division (ARD), which was acquired in November 2004, and which continues to
trade in line with our expectations.  This reflects new business wins (Ann
Taylor and Littlewoods) for our Smartdecision merchandise planning product,
coupled with decisive action taken to reduce the cost base.  The division is now
fully integrated into the Torex Retail business.



Other highlights include:



First installations of Lucas into the UK: Following the successful launch in the
UK of Lucas, our market leading Java EPoS Solution, installations have already
been completed with Esprit, Deichmann shoe stores and a major regional
department store.  Further announcements are expected shortly.



Cross selling of Lucas is ahead of schedule.  The very strong demand for Lucas
from former ARD customer base has resulted in a number of early contract wins,
including JD Sports with installations into their 68 UK stores planned for the
next quarter.  In addition, Lucas has already been installed in Reiss' flagship
New York store and Nora O'Connell stores in Ireland.'





Christopher Moore, Chief Executive, commented:



'I am delighted with the start we have made to the year.  Most encouraging has
been the new contract wins for Lucas, in particular, the deal with JD Sports in
the face of stiff competition.  This win, together with the UK Lucas sales, will
provide valuable reference sites from which to leverage Lucas further into the
UK market.  The outlook for the full year remains very positive.'




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