Disposal & Administration

Torex Retail PLC
20 June 2007

                                                                    20 June 2007

                                  Torex Retail


Sale of Torex Retail's operating subsidiaries to Cerberus European Investments,
                             LLC for £204.4 million


           Appointment of administrators for the PLC Holding Company


Torex Retail PLC (In administration) (the 'Holding Company') announces that it
has sold all of its operating subsidiaries (the 'Torex business') to affiliated
purchasers of Cerberus European Investments, LLC ('Cerberus').
     
•    Total consideration of £204.4 million.

•    Draft accounts for the Torex Retail group ('the Group') for the year ended 
     31 December 2006 report revenues of £246.2 million and operating profit of
     £4.2 million against previous market expectations of £48 million.  
     Exceptional costs during the year amounted to £195.8 million, resulting in 
     a loss before tax of £(191.6) million.

•    In the four months to 30 April 2007, the Group management accounts
     reported an operating loss of £(12.7) million before exceptional items.

•    Based on draft unaudited accounts for the Group, the transaction
     represents a multiple of 27x 2006 pre-exceptional EBITDA.

•    Appointment of Richard Heis and Mick McLoughlin of KPMG LLP as joint
     administrators (the 'Administrators') of the Holding Company.

•    Senior debt plus deferred and transactional related liabilities at
     completion amount to some £212 million in total. As a result, it is not
     anticipated that the Holding Company's unsecured creditors or shareholders 
     will receive any proceeds from the administration of the Holding Company.


Steve Marshall, Chairman of the Holding Company, commented:

'The sale of the business was the only viable option available to the board and
it was achieved despite breathtaking corporate governance and financial issues
at PLC level, the scale and extent of which neither I nor my board colleagues
have seen in corporate life.

'Against this background, huge efforts have been made to extract as much value
as possible from this uniquely challenging situation. This will be of little
comfort to Torex Retail's shareholders, or to the holding company's unsecured
creditors, to whom no value will accrue given the numerous issues bearing down
on the Company.

'The consideration is insufficient to fully repay the sums due in respect of the
Holding Company's secured bank loans which include the additional £35m the Board
negotiated in order to provide time to conduct an orderly sale process.

'However, the sale of all of Torex's operating subsidiaries to a substantial new
owner is excellent news for customers, suppliers and, not least, more than 2,500
employees. With its future secured, the Torex businesses can now be properly
integrated, developed and taken forward.'


Mike Greenough, Chairman and Chief Executive Officer of Cerberus' acquisition
vehicle for the Torex business said:

'The acquisition and recapitialisation by Cerberus will deliver stability and
security for Torex Retail's customers, suppliers and employees.  Cerberus brings
to Torex not only financial support, but also access to operational expertise to
help Torex reach its long-term strategic goals. The restructured Torex Retail
will be ideally placed to build on its position as a leading independent
provider of leading edge retail technology solutions to many of the world's
principal retailers.'


Enquiries:

 College Hill                                               Tel:  [phone]
 Mark Garraway
 Carl Franklin

 Evolution Securities Limited                                Tel: [phone]
 Tim Worlledge
 Jeremy Ellis

 Deloitte & Touche, LLP                                      Tel: [phone]
 Gerry Loftus
 David Stark

 Jefferies International Limited                             Tel: [phone]
 Charles Cameron
 Sarah McNicholas

 KPMG, LLP                                                   Tel: [phone]
 Richard Heis
 Richard Griffiths

 Cerberus Media
 Peter Duda                                                Tel: [phone]
 JJ Rissi                                                  Tel: [phone]

 Lazard & Co., Limited                                      Tel:  [phone]
 (Financial Adviser to Cerberus)
 Richard Stables
 Cyrus Kapadia


Notes to Editors:

Cerberus European Investments, LLC is the European arm of Cerberus Capital
Management, L.P. Established in 1992, Cerberus is one of the world's leading
private investment firms with approximately $25 billion under management in
funds and accounts.  Through its team of more than 275 investment and operations
professionals, Cerberus specializes in providing both financial resources and
operational expertise to help transform undervalued companies into industry
leaders for long-term success and value creation.  Cerberus is headquartered in
New York City, with affiliate and/or advisory offices in Atlanta, Chicago, Los
Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and Taipei. More information on
Cerberus can be found at www.cerberuscapital.com.


                                                                    20 June 2007


                                  Torex Retail


Sale of Torex Retail's operating subsidiaries to Cerberus European Investments,
                             LLC for £204.4 million


           Appointment of administrators for the PLC Holding Company


Torex Retail PLC (In Administration) (the 'Holding Company') today announces
that it has sold all of its operating subsidiaries (the 'Torex business') to
affiliated purchasers of Cerberus European Investments, LLC for a total
consideration of £204.4 million. The draft consolidated unaudited financial
statements for the Torex Retail PLC group (the 'Group') for the year ended 31
December 2006 report revenues of £246.2 million and operating profit of £4.2
million. Exceptional costs during the year amounted to £195.8 million, including
some £157.7 million of goodwill impairment and amortisation on acquisitions.
Based on these draft statements, the transaction value represents a multiple of
27x 2006 pre-exceptional EBITDA.

The Holding Company also announces that Richard Heis and Mick McLoughlin of KPMG
LLP have been appointed as joint administrators (the 'Administrators') of the
Holding Company, but not in respect of any of the Torex operating subsidiaries
which are immediately transferred to an acquisition vehicle owned by Cerberus.
Senior debt plus deferred and transactional related liabilities at completion
amount to some £212 million in total. As a result, it is not anticipated that
the unsecured creditors or shareholders of the Holding Company will receive any
proceeds from its administration.

The sale is expected to secure the future of the Torex business which currently
employs in excess of 2,500 staff. It follows a highly competitive auction
process initiated and carried out by the Company's Board and M&A advisers.
Cerberus European Investments, LLC ('Cerberus') is the European arm of Cerberus
Capital Management, L.P., which was established in 1992. Headquartered in New
York, Cerberus Capital Management, L.P., is one of the world's leading private
investment firms with $25 billion under management in funds and accounts.



Background to and reasons for the sale of the Torex business

On 26 January, trading in the Ordinary Shares of Torex on AIM was suspended
pending clarification of the Holding Company's financial position. Since then
there have been a number of important developments affecting the Group of which
the most significant have been as follows:
     
(i)   On 30 January 2007, the Serious Fraud Office ('SFO') announced that,
      together with the City of London Police, it had commenced an investigation 
      into the affairs of the Holding Company. Linklaters LLP were appointed as 
      legal advisers to the Holding Company to assist the Board. The SFO 
      investigation is continuing and no comment on these matters is therefore 
      possible;
      
(ii)  On 31 January 2007, the Board appointed Deloitte & Touche LLP 
      ('Deloitte') to advise the Holding Company in relation to the work to be 
      performed to clarify the underlying financial condition of the Torex 
      business;

(iii) It became apparent that the Group was facing a significant cash flow 
      crisis. In mid February, bridge financing of £15 million (and the deferral 
      of interest due) was sought and obtained from the Holding Company's 
      existing secured lending banks;

(iv)  Investigations undertaken by the Holding Company and the work conducted by 
      BDO Stoy Hayward LLP ('BDO') have identified a number of accounting
      irregularities, which have delayed the audit of the annual accounts for 
      the year ended 31 December 2006; and

(v)   As a result of these issues, and the ensuing adverse press commentary, 
      there has been, and continues to be, a direct detrimental impact on
      customer, supplier and employee confidence and on current trading. Indeed, 
      the Group sustained an operating loss of £(12.7) million before 
      exceptional items in the four month period to 30 April 2007.


To address the unprecedented issues confronting the Group, a Committee of the
Board (the 'Committee'), comprising the three new directors - Steve Marshall
(Chairman), Keith Taylor (Acting Chief Executive) and Mike Grant
(Non-Executive), together with Marcus Leek (Finance Director) was formed.  Its
immediate priority was to stabilise the Torex business, improve its immediate
cash flow and forecasting, secure the continued support of the Group's secured
lending banks and develop a strategy to safeguard the interests of creditors and
shareholders.

The Committee, assisted by Deloitte, identified a need for substantial further
funding to meet the Group's secured loan payment obligations and other
liabilities while also integrating the many acquisitions made by the Group
during the preceding three years. The Committee developed a new business plan
which showed that the Group would require additional funding of approximately
£70 million in order to develop the medium term commercial prospects and to
place the Group on a secure financial footing.


Efforts to raise equity

In light of these developments, the Committee, in conjunction with the Holding
Company's Nominated Adviser, Evolution Securities Limited ('Evolution'),
embarked on a process to try to raise further equity from certain existing large
shareholders (representing in excess of 30 per cent of its shareholder base).
This process included holding discussions with such shareholders about whether
they would be prepared to invest additional equity funds in the Holding Company,
for instance, by way of a rights issue, equity placing or new convertible
instruments.

Whilst certain institutions expressed interest in supporting the Company and
subscribing for new equity, it was clear to Evolution and the Committee that
there was no realistic prospect of raising the requisite level of funding
through this process. The status of the 2006 accounts, the emergence of
accounting and other irregularities and the uncertainty as to whether customer
contracts put on hold could be reactivated, together with the impact of the SFO
investigation, were key issues influencing investor sentiment.


The sale process

The Committee considered that an urgent alternative approach was required to
address the Holding Company's pressing financial needs. In the light of
significant unsolicited interest received from a range of potential financial
and trade buyers, the sale of the business, as a whole or on a piecemeal basis,
appeared to be the only viable option.

On 30 March 2007, the Holding Company announced the appointment of Jefferies
International Limited ('Jefferies') to assist the Holding Company with a
strategic review of its options, including a potential sale of the business.
Having assessed the capabilities of several investment banks, Jefferies was
selected on account of its reputation as an adviser to medium-sized technology
companies and its experience and reputation within the technology and private
equity community both in the US and Europe.

During April and May 2007, the Holding Company's board met with its senior
lenders and requested a further £20 million of bridge finance, making a total of
£35 million and a further interest roll-up of £7.6 million. Given the ongoing
losses being suffered by the Group and the reluctance of customers to enter into
new contracts, it was anticipated that the new bridging finance would enable the
Holding Company to continue to trade through to early June and support a sale of
the business.

Since the appointment of Jefferies, the Holding Company has followed a strategy
designed to maximise the price a purchaser would pay for the Torex business
while at the same time ensuring speed and certainty of outcome. The sale process
also allowed for any existing shareholder, bondholder or new investor to come
forward with proposals to substantially refinance the Holding Company.

On 30 April 2007, Jefferies received ten initial proposals to acquire or
refinance the Torex business from which the Committee subsequently invited seven
parties to proceed with a more thorough review and due diligence of the
business. The majority of these initial proposals suggested that there would be
a full return to all creditors and also some return of value to the shareholders
of the Holding Company.  The initial proposals indicated that there was a
reasonable prospect of being able to deliver the sale through an offer for the
entire Group. Throughout May, the seven possible purchasers were granted
significant access to the Holding Company, the divisional management teams and
financial, operational and legal information on the Torex business. Final
proposals were requested by 31 May 2007.

Three of the parties that had been admitted to further due diligence declined to
submit a final proposal. The value reflected in the four remaining final
proposals received was significantly lower than any values indicated previously
by those parties, primarily because of the substantial downward adjustments to
profits in the 2006 accounts identified by the auditors and the Holding Company,
assisted by Deloitte, as well as the continued monthly deterioration in trading.
The draft annual accounts showed an operating profit before exceptional costs of
just £4.2 million. In the four months to 30 April 2007, the Group management
accounts reported an operating loss of £(12.7) million before exceptional items
and trading performance continued to deteriorate during May.

The monetary value represented in all four of the final proposals was on or
around the level of the senior debt and hence did not provide any value to the
Holding Company's unsecured creditors or shareholders. The Holding Company
finally entered into detailed negotiations with two bidders, culminating in the
transaction with Cerberus.


The Company's financial position and current trading

The Company's investigations and the audit process conducted by BDO in relation
to the year ended 31 December 2006 identified a significant number of accounting
and other irregularities. These irregularities have delayed the finalisation of
the 2006 audit.

Audited accounts for the Holding Company will no longer be required. However,
based on the work performed to date by the Holding Company and BDO, the draft
consolidated unaudited accounts for the year ended 31 December 2006 show the
following:

                                                 2006 (£m)           2005 (£m)*

Revenues                                           246.2                 167.4
Operating Profit                                    4.2                   27.9
Exceptional Items                                 (195.8)                (35.7)
EBIT                                              (191.6)                 (7.8)

* Before the effect of prior-year adjustments


The £195.8 million of exceptional items comprise of approximately £157.7 million
of goodwill impairment and amortisation on acquisitions and some £13.6 million
of restructuring costs. The balance is made up of a number of additional costs
including costs associated with share-based payments and losses on the sale of
operations and fixed assets.

In the four months to 30 April 2007, the Group's management accounts show
reported revenues of £65.4 million and an operating loss of (£12.7) million
before exceptional items.

Since the suspension of trading in its shares, the Holding Company has been
provided with additional financing of £35 million by its secured lending banks.
This additional funding has enabled the Holding Company to continue to trade and
has supported an orderly and competitive process to sell its operating
businesses. As at 15 June 2007, the Holding Company had total senior
indebtedness of some £202 million.


Board Composition

The two former non-executive directors, Geoffrey Forster and David Hallett,
resigned from the Board on 26 February 2007. Michael Carrell resigned on 6 March
2007.  Chris Moore, the former Chairman, resigned on 21 March 2007.  Neil
Mitchell, the Holding Company's former Chief Executive Officer, resigned on 31
May 2007 following the termination of his employment.

There have also been a number of additions to the Board working alongside Marcus
Leek, the Holding Company's Finance Director. Keith Taylor was appointed to the
Board as Acting Chief Executive Officer 7 February 2007. Steve Marshall was
appointed as Chairman on 14 February 2007.  Mike Grant was appointed as a
non-executive Director on 6 March 2007 to replace Iain Lynam who was appointed
on 7 February 2007.  Keith Taylor has been Chief Executive Officer since 1 June
2007.

Marcus Leek will be transferring with the Torex business and will be resigning
his directorship of the Holding Company. All other directors will remain on the
board of the Holding Company but are expected to step down in due course.


Appointment of Administrator

Final proposals were reviewed by the Board on 1 June from four potential
purchasers. Each of the proposals was at a price which either did not exceed the
current level of the senior debt or barely exceeded it. It was, therefore,
apparent that any transaction involving the sale of the Group or its operating
subsidiaries would need to take place in an insolvency context and following the
appointment of an administrator. Accordingly, Messrs Richard Heis and Mick
McLoughlin of KPMG LLP have been appointed at the Board's request.


Future of the Holding Company

The Company has now sold the majority of its assets and it has ceased to trade.
Its remaining subsidiary, Torex Retail (Jersey) Limited, will be appointing a
liquidator in due course.

                                                                    20 June 2007

Enquiries:

 College Hill                                               Tel:  [phone]
 Mark Garraway
 Carl Franklin

 Evolution Securities Limited                                Tel: [phone]
 Tim Worlledge
 Jeremy Ellis

 Deloitte & Touche, LLP                                      Tel: [phone]
 Gerry Loftus
 David Stark

 Jefferies International Limited                             Tel: [phone]
 Charles Cameron
 Sarah McNicholas

 KPMG, LLP                                                   Tel: [phone]
 Richard Heis
 Richard Griffiths

 Cerberus Media
 Peter Duda                                                Tel: [phone]
 JJ Rissi                                                  Tel: [phone]

 Lazard & Co., Limited                                      Tel:  [phone]
 (Financial Adviser to Cerberus)
 Richard Stables
 Cyrus Kapadia



Notes to Editors:

Cerberus European Investments, LLC is the European arm of Cerberus Capital
Management, L.P. Established in 1992, Cerberus is one of the world's leading
private investment firms with approximately $25 billion under management in
funds and accounts.  Through its team of more than 275 investment and operations
professionals, Cerberus specializes in providing both financial resources and
operational expertise to help transform undervalued companies into industry
leaders for long-term success and value creation.  Cerberus is headquartered in
New York City, with affiliate and/or advisory offices in Atlanta, Chicago, Los
Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and Taipei. More information on
Cerberus can be found at www.cerberuscapital.com.



END


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