Statement re Agreements

TRIO HOLDINGS PLC
14 October 1999

Trio Holdings PLC ('Trio' or the 'Company')

Proposed Loan Agreement, Option Agreement and Capital Contribution Agreement
(the 'Agreements') with Nittan Capital Holding Company Limited ('Nittan')

Introduction

The Company has today entered into the Agreements with Nittan, a wholly owned
subsidiary of Nihon Tanshi Co. Ltd ('Nihon'), conditional on shareholder
approval.

As Nittan holds 29.9 per cent. of the Company's issued share capital, the
Agreements with Nittan are considered related party transactions under the
Listing Rules and the Company is required to obtain the approval of
shareholders for the Agreements at an Extraordinary General Meeting ('EGM') to
be held on 1 November 1999.

Background to and Reasons for the Agreements

The interim report of the Group for the six months ended 31 March 1999 was
published on 6 May 1999.  The Chairman's statement, which formed part of that
report, included a commentary on how Trio and Nihon would work closely in a
strategic partnership for the future by expanding traditional products where
there is synergy with Nihon and by developing complementary new product areas.

In terms of traditional products, the Company has already increased staffing
levels particularly in the broking of Forward Yen, Yen deposits and Yen off
balance sheet products where synergy with Nihon is strongest.  Further
selective recruitment is envisaged.

An early initiative in the development of the new product areas has been
Trio's expansion into broking in the niche areas of credit derivatives, assets
swaps and illiquid bonds.  Trio established Martin International Securities
Limited ('MIS') in March 1999 for this purpose with the injection of £1
million of share capital.  Nihon is taking steps to expand into complementary
products.

MIS was granted appropriate regulatory approval by the SFA on 5 July 1999 and
has commenced trading.  Some 12 broking staff and 4 support staff have been
recruited so far.

It is likely that MIS will be loss making until it has secured a position in
the markets in which it operates.  The purpose of the Agreements is, inter
alia, to enable Nihon to support Trio's expansion into these niche securities
broking areas, and therefore to provide funds to assist MIS in the early
stages of its development.

Details of the original loan agreement

In order to accelerate progress of the strategic objectives outlined above, on
10 September 1999 Nittan provided the Company with an unsecured loan facility
in the sum of £1 million.  This loan facility, which is repayable on demand,
was made available under a loan agreement dated 1 September 1999 between the
Company and Nittan (the 'Original Loan Agreement') with interest charged at
base rate plus 1.5 per cent.  As it was entered into on normal commercial
terms and is unsecured, the Original Loan Agreement did not require
shareholder approval.

The proceeds of the loan made under the Original Loan Agreement, now to be
formalised by the Agreements, will be used to support the start-up costs of
MIS, fund the increased staffing levels referred to above, and to expand
traditional product areas where there is synergy with Nihon.  Part of the loan
will be used to fund the re-equipment of the Sterling broking desks and the
relocation of these desks within the Company's building on to one floor with
Trio's other main money broking activities.

Details of the Agreements

The Company and MIS have now entered into the Agreements with Nittan which,
conditional on shareholder approval, will alter the terms of the Original Loan
Agreement in three key respects:

1. Pursuant to the Loan Agreement, the terms of the Original Loan Agreement
are revised by charging interest on the loan on a variable basis at the base
rate of Barclays Bank plc.  The loan will be repayable in one single amount at
the end of the loan term on 31 August 2002, unless the option to acquire
shares in MIS (pursuant to the Option Agreement described below) is exercised
prior to that date, when repayment will also become due.

2. The Option Agreement grants Nittan an option to require MIS to allot and
issue 1,000,000 ordinary shares of £1 each in MIS at any time prior to 31
August 2002 representing 50 per cent. of MIS's current issued share capital. 
The Company and MIS have agreed not to allot and issue any ordinary shares in
the capital of MIS during the period of the Option Agreement without the prior
written consent of Nittan.  In the event of any future reorganisation of the
share capital of MIS during the period of the Option Agreement, the terms of
the option will be adjusted such that the number of option shares will be
equal to 50 per cent. of MIS's then issued share capital.

3. Pursuant to the Capital Contribution Agreement, Nittan will fund half the
deficit and share in half the profits of MIS during the option period.  Nittan
and Trio each have the right to terminate the Capital Contribution Agreement
in the event that MIS makes losses (excluding any capital contributions) for
12 consecutive months or in the event that accumulated losses exceed £1
million from the date the Capital Contribution Agreement becomes
unconditional.

The Agreements will terminate on the exercise of the option by Nittan or 31
August 2002, whichever is earlier.  In addition, the Capital Contribution
Agreement will terminate on certain other events including the insolvency or
winding up of MIS.

The Directors believe that it would not be possible to implement fully the
growth strategy described above without the Agreements and consider that
alternative funding, particularly of MIS which is at an embryonic stage of
development, could not be secured from a third party on any more advantageous
terms.

Extraordinary General Meeting

An EGM of the Company will be convened for 9.00 a.m. on 1 November 1999 at
which a resolution will be proposed to approve the Agreements.

General

A circular providing information on the Agreements, containing the notice of
the EGM referred to above and enclosing a proxy form, will be despatched to
shareholders of Trio today.

Enquiries:

David Hagan
Executive Chairman
Trio Holdings PLC

0171 489 8033