Acquisition

Torex Retail PLC
03 July 2006

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



                                                                     3 July 2006



                                Torex Retail Plc

                        ('Torex Retail' or 'the Group')

                  £50 million Acquisition of Retail-J Limited

                    Launch of £65 million convertible bonds


Torex Retail, an international market leader in the provision of innovative
retail IT systems, is pleased to announce that it has entered into an agreement
to acquire Retail-J Limited ('Retail-J'), a provider of electronic point of
sales ('EPoS') software products to the UK retail industry for a total
consideration of £50 million. The consideration will consist of £40 million in
cash and £10 million in Torex Retail shares to be issued at 80 pence, an
approximately 16% premium to Torex Retail's closing market price of 69.25 pence
on Friday 30 June 2006.

Torex Retail also announces that it has issued £65 million convertible bonds
(the 'Bonds') in a private placement managed by Jefferies International Limited
acting as sole book runner. The Bonds will be issued by Torex Retail (Jersey)
Limited and guaranteed by Torex Retail. The proceeds of the issue will be used
for the acquisition of Retail-J, repayment of senior debt facilities and for
general corporate purposes.

-          Since Retail-J was launched in May 2002, 28 UK retailers have
deployed or are implementing its software: representing over 3,200 stores and
13,500 EPoS terminals with a further 19,000 EPoS and 2,400 stores undergoing
implementation.

-          Major blue chip retail customers include Selfridges, B&Q, French
Connection UK, Bhs, Specsavers, Monsoon, Harrods, TieRack and Vodafone.

-          Acquisition meets with Torex Retail's stated strategy of building a
leading global supplier of retail systems through strategic acquisitions and
organic growth.

-           Retail-J's products are highly complementary to Torex Retail's Java
product (Lucas).

-          The acquisition is anticipated to be earnings neutral for the Group's
financial year to December 2006 with a stronger and positive impact on earnings
in 2007.

-          Retail-J's Managing Director Mike Carrell to join Torex Retail Board
as Chief Technology Officer.

Commenting on the acquisition of Retail-J Chris Moore, Executive Chairman of
Torex Retail said:

'The acquisition of Retail-J brings together what we believe to be the best EPoS
and store system for the UK market with the substantial resources, reach and
capabilities of Torex Retail. We intend to leverage the Retail-J Java Centre of
Excellence emphasising the Group's commitment to research and development, which
will see continued investment in the Retail-J product suite and related
applications, while offering our customers a range of innovative new products.

Retail-J's products are complementary to Torex Retail's Lucas Java product which
has been implemented in numerous countries throughout Europe, the Far East and
in North America. The Group anticipates that Lucas will remain the focal EPoS
solution for Torex Retail's European customers while Retail-J's solution will
become the key product for the UK market.

In addition, I am delighted to welcome the Retail-J team to Torex Retail, and in
particular, Mike Carrell to our Board. We now have a world class product
portfolio spanning general retail, food, petroleum & convenience and
hospitality. This deal completes our platform for growth and no further
acquisitions will be made in 2006.'

Managing Director of Retail-J, Mike Carrell said:

'We are very excited to become part of the Torex Retail group. Retail-J has
proven itself to be a provider of truly flexible store systems, acquiring 28
major UK customers in the last 4 years. We are determined that this will
continue and with the global presence of Torex Retail behind us, we can now take
our products in to many new territories and sectors.'



Torex Retail management will be holding a conference call for UK analysts and
institutional investors at 9.30am (UK time) this morning. Participants are to
dial: [phone].


Please note that private investors will not be allowed to participate.


For further information please contact:



Torex Retail                                    [phone]
Chris Moore, Executive Chairman
Mark Pearman, Finance Director


Jefferies International Limited
Capital Markets                                 [phone]
Cliff Siegel, Managing Director
Ciaran Flynn, Director


Corporate Finance                               [phone]
Sarah McNicholas, Director



Citigate Dewe Rogerson                          [phone]
Ginny Pulbrook Executive Director
Sebastian Hoyle, Associate Director


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



                                                                     3 July 2006




                                Torex Retail Plc

                        ('Torex Retail' or 'the Group')


                        Acquisition of Retail-J Limited

                   Placement of £65 million convertible bonds



Torex Retail, an international market leader in the provision of innovative
retail IT systems, is pleased to announce that it has entered into an agreement
to acquire Retail-J Limited ('Retail-J'), a provider of software products to the
UK retail industry for a consideration of £50 million. The consideration will
consist of £40 million in cash and £10 million of new Torex Retail shares to be
issued at 80 pence, a 16% premium to Torex Retail's closing market price of
69.25 pence on Friday 30 June 2006.



Torex Retail also announces that it has issued £65 million convertible bonds
(the 'Bonds') in a private placement managed by Jefferies International Limited
('Jefferies') acting as sole book runner. The Bonds will be issued by Torex
Retail (Jersey) Limited and guaranteed by Torex Retail. The proceeds of the
issue will be used to fund the acquisition of Retail-J, repayment of senior debt
facilities and for general corporate purposes.





About Retail-J



Retail-J is one of the UK's leading providers of software solutions for
Electronic Point of Sales ('EPoS') with a integrated EPoS and back office
software solution. The strength of Retail-J's product suite has allowed it to
compete successfully against larger, more established EPoS providers and create
a blue-chip customer base. Retail-J is primarily a software development business
and makes the majority of its sales through distributors. Retail-J is based in
Hertford and employs 20 people.



As of the end of May 2006, Retail-J's solutions are live on 13,500 EPoS
terminals in 3,200 stores, with a further 19,000 terminals and 2,400 stores
undergoing implementation - representing a total of 28 major UK retailers. Some
of the retailers who have selected Retail-J's solutions include Selfridges, B&Q,
French Connection UK, Harrods, Bhs, Specsavers, Monsoon and Vodafone.



Retail-J's unaudited accounts for the year ended 31 December 2005, showed
turnover of £4.6 million and adjusted EBIT of £3.2 million. At 31 December 2005
the business had cash balances of £2.4 million. The business continues to grow
rapidly and remains highly profitable and cash generative.



Mike Carrell, Retail-J's founder and managing director, will join the board of
Torex Retail as Chief Technology Officer. Mike has a wealth of experience in the
retail software industry having previously been the CTO of Real Time Control PLC
and NSB Retail PLC. Ed Dayan will remain on the Board focussing on the Group's
hospitality activities and in particular on opportunities in the quick service
restaurant market following the recent acquisition of Savista.





Rationale for acquisition



Torex Retail's stated strategy is to build a leading global supplier of retail
systems through a combination of strategic acquisitions and strong organic
growth. The acquisition of Retail-J will fit well with this strategy and
completes a world-class EPoS portfolio creating substantial opportunity for both
direct and channel sales.



Whilst the Group intends to maintain the network of distributors established by
Retail-J, the acquisition will create the opportunity for Torex Retail to
accelerate its penetration of the UK market by selling Retail-J through its own
direct sales force. Such sales will also include the balance of the software
licence, professional services, support and hardware associated with a turnkey
EPoS solution not currently provided by Retail-J and therefore represent
significant revenue opportunities for the Group.



The Retail-J product will also give the Group the opportunity to rationalise its
existing product portfolio giving rise to reduced product development and
support costs.



Commenting on the acquisition of Retail-J Chris Moore, Executive Chairman of
Torex Retail said:



'The acquisition of Retail-J will bring together what we believe to be the best
EPoS and store system for the UK market with the substantial resources, reach
and capabilities of Torex Retail. We intend to leverage the Retail-J Java Centre
of Excellence emphasising the Group's commitment to research and development,
which will see continued investment in the Retail-J product suite and related
applications, while offering our customers a range of innovative new products.



Retail-J's products are complementary to Torex Retail's Lucas Java product which
has been implemented in numerous countries throughout Europe, the Far East and
in North America. The Group anticipates that Lucas will remain the focal EPoS
solution for Torex Retail's European customers while Retail-J's solution will
become the key product for the UK market.



I am delighted to welcome the Retail-J team to Torex Retail, and in particular,
Mike Carrell to our Board. We now have a world class product portfolio spanning
general retail, food, petroleum & convenience and hospitality .This deal
completes our platform for growth and no further acquisitions will be made in
2006.'



Managing Director of Retail-J, Mike Carrell said:



'We are very excited to become part of the Torex Retail group. Retail-J has
proven itself to be a provider of truly flexible store systems, acquiring 28
major UK customers in the last 4 years. We are determined that this will
continue and with the global presence of Torex Retail behind us, we can now take
our products in to many new territories and sectors.'



Financial Impact

Currently, the acquisition is anticipated to be earnings neutral for the Group's
financial year to December 2006, with a stronger and positive impact on earnings
in the 2007 financial period.



Convertible Bonds

Torex Retail also announces the private placement of £65 million convertible
bonds. Jefferies has been granted an option to subscribe for an additional £10
million Bonds in the event the issue is oversubscribed. The Bonds will be issued
by Torex Retail (Jersey) Limited, convertible into preference shares of the
Issuer and immediately exchangeable into ordinary shares of Torex Retail and
guaranteed by Torex Retail. The proceeds of the issue will be used for the
acquisition of Retail-J, repayment of senior debt facilities and for general
corporate purposes.



As per the terms of the issue, the Bonds will have a maturity of 5 years are
convertible into ordinary shares of the Company and will have a coupon of 5.5%
and a conversion price of 86 pence based on a conversion premium of
approximately 25% over Torex Retail's closing market price of 69.25 pence on
Friday 30 June 2006. Application will be made for the Bonds to be listed on the
Channel Islands Stock Exchange. The underlying equity shares on conversion will
be listed on the Alternative Investment Market of the London Stock Exchange.
Jefferies will not conduct stabilisation activities in respect of the Bonds.







Torex Retail management will be holding a conference call for UK analysts and
institutional investors at 9.30am (UK time) this morning. Participants are to
dial: [phone].



Please note that private investors will not be allowed to participate.





For further information please contact:



Torex Retail                                    [phone]
Chris Moore, Executive Chairman
Mark Pearman, Finance Director



Jefferies International Limited
Capital Markets                                 [phone]
Cliff Siegel, Managing Director
Ciaran Flynn, Director



Corporate Finance                               [phone]
Sarah McNicholas, Director



Citigate Dewe Rogerson                          [phone]
Ginny Pulbrook Executive Director
Sebastian Hoyle, Associate Director






Important Note



This press release is not an offer for sale of any securities in the United
States.  Neither the Bonds nor the shares issuable on conversion of the Bonds
may be offered or sold within the United States, or to or for, the benefit of US
Persons (as defined in Regulation S under the US Securities Act of 1933 as
amended) absent registration or an exemption from registration.  No offering of
the Bonds will be made in the United States, or to or for, the benefit of US
Persons (as defined in Regulation S under the US Securities Act of 1933 as
amended).








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