Offer Update

Torex Retail PLC
29 July 2005


Torex Retail plc
29 July 2005

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

                                TOREX RETAIL PLC
  ___________________________________________________________________________

                 RECOMMENDED OFFER FOR XN CHECKOUT HOLDINGS PLC

                     Offer Unconditional as to Acceptances

As at 1.00 p.m. on 29 July 2005, valid acceptances had been received in respect
of 24,777,251 XN Checkout Shares (representing approximately 89.19 per cent of
XN Checkout's issued share capital). Accordingly, the Board of Torex Retail plc
('Torex Retail') announces that the offer (the 'Offer') made by Evolution
Securities Limited on behalf of Torex Retail for XN Checkout Holdings PLC ('XN
Checkout') has been declared unconditional as to acceptances.

The Offer remains conditional upon the admission to trading on AiM of the new
Torex Shares issued as consideration under the Offer ('New Torex Shares')
becoming effective.

Application has therefore been made for the admission of 63,107,579 New Torex
Shares to trading on AiM and it is expected that these New Torex Shares will be
admitted to trading on AiM and that dealings in those shares will commence on 4
August 2005, when it is also expected that the Offer will become wholly
unconditional.

Save for the holding of Christopher Moore (Chief Executive of Torex Retail and
Non-Executive Chairman of XN Checkout) of 2,580,497 XN Checkout Shares, neither
Torex Retail nor any persons deemed to be acting in concert with it for the
purposes of the Offer owned any XN Checkout Shares (or rights over such shares)
on 3 June 2005 (being the last dealing day prior to the commencement of the
Offer period) nor has Torex Retail nor any person deemed to be acting in concert
with it for the purposes of the Offer acquired or agreed to acquire any XN
Checkout Shares (or rights over such shares) during the Offer period other than
by way of acceptances of the Offer.

On 10 June 2005, Torex Retail announced that irrevocable undertakings to accept
the Offer had been received from XN Checkout Shareholders who, in aggregate,
have an interest in 10,540,085 XN Checkout Shares. Valid acceptances have been
received in respect of 8,500,718 of these XN Checkout Shares (representing
approximately 30.60 per cent of XN Checkout's issued share capital) and these
are included in the total above. In respect of the balance of 2,039,367 XN
Checkout Shares, the acceptance form has been received duly signed, but without,
as yet, sufficient supporting documentation to treat it as a valid acceptance
and therefore has not been included in the total above.

The Offer will remain open until further notice. At least 14 days' notice will
be given before the Offer is closed.

Terms defined in the formal Offer document dated 8 July 2005 shall, unless the
context requires otherwise, have the same meanings in this announcement.


Enquiries
Torex Retail                                Telephone: [phone]
Richard Thompson / Nigel Horn

Evolution                                   Telephone: [phone]
Tim Worlledge / Jeremy Ellis

This announcement is issued by Evolution which is authorised and regulated in
the United Kingdom by the Financial Services Authority. Evolution is acting
exclusively for Torex Retail and is acting for 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 customers of Evolution nor for providing
advice in relation to the Offer.



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