Offer Update

Torex Retail PLC
04 August 2005


Torex Retail plc
4 August 2005
                                                           FOR IMMEDIATE RELEASE


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 Wholly Unconditional and Compulsory Acquisition of
                         Outstanding XN Checkout Shares

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 today become wholly unconditional.

As at 1.00 p.m. on 3 August 2005, valid acceptances had been received in respect
of 26,884,727 XN Checkout Shares (representing approximately 96.03 per cent. of
XN Checkout's issued share capital).

Accordingly, Torex Retail will shortly be issuing notices under s.429 Companies
Act 1985 to XN Checkout Shareholders who have not yet accepted the Offer that it
now intends to exercise its rights to acquire compulsorily all those XN Checkout
Shares still outstanding at the expiry of the requisite notice period. In the
meantime, the Offer remains open for acceptance until further notice.

Notice will also be sent to the Board of XN Checkout requesting that the XN
Checkout Directors make an application to AiM for cancellation of the admission
of XN Checkout Shares to trading on AiM.

XN Checkout Shareholders who have not yet accepted the Offer should, if they
hold their XN Checkout Shares in Certificated Form, despatch their Forms of
Acceptance as soon as possible or, if they hold their XN Checkout Shares in
Uncertificated Form accept the Offer electronically through CREST. XN Checkout
Shareholders who are in any doubt as to the procedures for acceptance should
contact Capita Registrars by telephone on 0870 162 3121 or if calling from
outside the United Kingdom on [phone].

Settlement of consideration to which any XN Checkout Shareholder is entitled
will be effected: (i) in the case of acceptances received (complete in all
respects) by 4 August 2005 within 14 days of this date; or (ii) in the case of
acceptances received (complete in all respects) after 4 August 2005 but while
the Offer remains open, within 14 days of such receipt.

Terms defined in the 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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