Disposal

Brooke Industrial Holdings PLC
1 October 2001



BROOKE INDUSTRIAL HOLDINGS PLC (the 'Company')


DISPOSAL OF APW


Key points


  * APW business and assets disposed of for approximately £694,000


  * Purchaser is Animaltime Limited, a company controlled by APW's
    management


  * Net proceeds of Disposal to be applied to reducing Group's bank debt


  * APW's main premises at Warrington to be retained by the Group and let to
    Animaltime on a four and one-half year lease at an annual rental of £
    125,000 with other smaller premises also let for a maximum of one year at
    a rental of £5,000 per month


  * Disposal continues the strategy to refocus the Group's operations in
    order to enhance value for Shareholders


Chairman, Michael Arnold stated today:


'The Board identified APW as a business that should be sold, not least because
of a need for substantial capital investment. We are pleased that this has
been accomplished through an MBO.'


For further enquiries:


Michael Arnold (Chairman) 0114 249 4222


Paul Gill (Finance Director) 0114 249 4222


Introduction


The Company announces that it has disposed of APW to Animaltime for a total
consideration of approximately £694,000, representing a discount of £74,000 to
the finally determined net asset value. Animaltime is a company controlled by
the management of APW and therefore the Disposal represents a related party
transaction within the meaning of the AIM Rules. It is estimated that the
Disposal will contribute a book loss of approximately £100,000 to the Group's
pre-tax results for the year ended 30 September 2001.


Information on APW


APW manufactures perforated sheet, expanded metal and woven wire from premises
in Warrington. For the year ended 30 September 2000, APW's audited accounts
show a profit before interest and taxation of £126,000 on turnover of £4.3
million. The unaudited management accounts of APW for the 11 months ended 31
August 2001 showed a loss before interest and taxation of £160,000.


Terms of the Disposal


Under the terms of the Disposal Agreement, Associated Perforators & Weavers
Limited, a subsidiary of the Company, has sold APW to Animaltime for a total
consideration of £694,000 subject to adjustment on a pound-for-pound basis to
the extent that the net assets of APW, as shown in the Completion Accounts,
are more or less than £768,000. Animaltime has paid an initial consideration
of £530,000. The balance of the consideration will be payable in two equal
instalments on the second and third anniversaries of the Disposal. The
Disposal Agreement also contains limited warranties and indemnities given by
the Group to Animaltime, principally relating to the assets to be sold.


In addition, Animaltime has agreed to enter two leases with the Group over the
premises at Warrington. The major part of the premises will be let for a
period of four and one-half years at an annual rental of £125,000. An
additional building will also be let on one month's notice for a maximum of
one year at a rental of £5,000 per month.


Reasons for the Disposal


The Company has for some time been exploring ways to enhance Shareholder value
against a background of a lack of investor interest in the sector in which the
Group operates and in smaller companies in general.


The Disposal removes a non-core business from the Group's portfolio that is
presently loss-making and replaces it with an on-going rental income.
Following a review of the Group's activities, the Board has determined that
APW requires significant further investment in order to unlock its full
potential. The Board has further decided that other parts of the Group deserve
priority in the application of the Group's limited financial and management
resources and that APW's business can therefore be better developed outside of
the Group.


The Disposal creates an immediate cash inflow to the Group of approximately £
530,000, which will be applied initially in reducing the Group's net borrowing
position.


Opinion of the Directors


The Directors, who have been so advised by Brewin Dolphin, consider the terms
of the Disposal Agreement to be fair and reasonable insofar as the
Shareholders are concerned. In providing its financial advice to the Directors
Brewin Dolphin Securities has taken account of their commercial assessment of
the Disposal.


Definitions


In this statement unless the context otherwise requires, the following
expressions bear the following meanings:

'Animaltime'   Animaltime Limited

'APW'          The business and certain assets of Associated Perforators &
               Weavers Limited

'Brewin        Brewin Dolphin Securities Limited, the Company's nominated
Dolphin'       adviser and broker

'Company'      Brooke Industrial Holdings plc

'Directors' or the Directors of the Company
'Board'

'Disposal'     the disposal by the Company and its subsidiary Associated
               Perforators & Weavers Limited of APW, excluding its premises at
               Warrington

'Disposal      the agreement dated 28 September between the Associated
Agreement'     Perforators & Weavers Limited, Animaltime and the Company
               relating to the Disposal

'Group'        the Company and its subsidiaries or any of them as the context
               requires

'Shareholders' Holders of Ordinary Shares of 50p each in the capital of the
               Company


ENDS