Proposed Disposal

Trio Holdings PLC 27 September 2000 TRIO HOLDINGS PLC ('TRIO' OR THE 'COMPANY') Proposed disposal of Trio's shareholding in City Networks Limited for £2.646 million Martin Brokers Group Limited ('MBG'), a subsidiary of the Company, has entered into a contingent purchase contract with City Networks Limited ('City Networks') to dispose of its 11.57 per cent. shareholding in City Networks for the total sum of £2.646 million in cash, conditional, inter alia, on the approval of Trio's shareholders (the 'Shareholders'). The shareholding in City Networks has consistently been included as an unlisted investment in the annual financial statements at its original cost of £30,000, and therefore the proposed disposal will realise a profit for Trio of approximately £2.526 million after costs. Owing to the size of the proposed disposal the Company is required under the listing rules to obtain the approval of Shareholders at an extraordinary general meeting. A circular containing further details of the proposed disposal together with the notice convening an extraordinary general meeting for 10.30 a.m. on 16 October 2000 will be sent to shareholders on 28 September 2000. Background to and reasons for the proposed disposal Over the last two years, Trio's management has maintained an active dialogue with City Networks to encourage its senior personnel to consider options for some change of City Networks' ownership and financing structure. Throughout this period, City Networks explored certain trade sale, private equity and other restructuring possibilities, but on each occasion agreement between the relevant parties could not be reached. In view of the considerable premium to the book value of Trio's investment, it was felt appropriate to advise Shareholders of the then most recent approach in the interim statement dated 11 May 2000 for the six months to 31 March 2000. It was highlighted therein that the view of your Directors was that the value of Trio's shareholding in City Networks was considerably in excess of the book value of £30,000. Subsequently, on 3 August 2000 the terms of the proposed disposal were received which set out an indicative offer equivalent to £10 per share for Trio's holding, giving a cash consideration of £2.646 million. City Networks has also agreed, subject to conditions, to bear some of the professional costs of Trio in respect of the transaction up to a maximum of £15,000 (exclusive of value added tax). The Board has now considered this situation carefully, recognising it has limited ability to further influence the terms of the proposed disposal and the very significant premium to Trio's investment. Accordingly it is the Board's unanimous view that Trio should accept the terms of the proposed disposal. Details of the Agreement City Networks has made an offer to pay Trio £10 per City Networks ordinary share, by a combination of the payment to Trio of a special dividend and repurchase of Trio's entire interest in the issued ordinary share capital of City Networks. The terms of the proposed disposal value Trio's shareholding in City Networks at £2.646 million. Financial effects of the proposed disposal The proceeds of the proposed disposal will strengthen the financial position of Trio and will be placed on deposit pending a decision by the Board as to their optimal use. The main issue will be whether Trio accelerates its investments into appropriate new media projects, sustains continued expansion in its core businesses, returns some funds to Shareholders, or a combination of these possibilities. These decisions will be made in the coming months in the light of circumstances then prevailing. The Company is currently reviewing some of the many new media opportunities of which the Company is aware. Two of these opportunities are the projects already in development by our subsidiary Trio Internet Systems Limited referred to in the interim report dated 11 May 2000, namely the 'BrokerLink' project with Reuters, and an internet-based fully transactional Treasury dealing system www.uk-locals.com targeting the 'vertical market' of Local Authorities. The proposed disposal will realise a profit of £2.526 million after costs for Trio for the year ended 30 September 2000 and reduce investments in the balance sheet by £30,000. The directors believe that this capital profit will be offset by capital losses from elsewhere in the Company, and accordingly do not intend to provide for any taxation directly arising as a result of the proposed disposal. Current trading and prospects The unaudited results of the group for the six months to 31 March 2000 were announced on 11 May 2000. Following the proposed disposal, the group's prospects for the current financial year ending 30 September 2000 will remain satisfactory. In particular, it will continue to be able to pursue perceived opportunities in its core operations and in the area of new media. Extraordinary general meeting A circular containing further details of the proposed disposal and the notice convening an extraordinary general meeting for 10.30a.m. on 16 October 2000 will be sent to Shareholders on 28 September 2000. Enquiries: David Hagan, Trio Holdings PLC, 020 7489 8033

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