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Tomkinsons PLC (TMKN)

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Monday 27 September, 1999

Tomkinsons PLC

Offer Acceptances, etc

TOMKINSONS PLC
27 September 1999


Not for release, publication or distribution in or into
the United States of America, Canada, Japan or Australia

Gaskell PLC

Recommended Offer for Tomkinsons plc
First closing date - Acceptance levels over 90 per cent.


On 2 September 1999,and as set out formally in the Offer Document dated 3
September 1999, it was announced that the boards of Gaskell and Tomkinsons had
reached agreement on the terms of a recommended offer, to be made by
Rothschild on behalf of Gaskell, for the entire issued and to be issued share
capital of Tomkinsons.

Gaskell announces that, as at 3.00pm on 24 September 1999, being the first
closing date of the Offer, valid acceptances under the Offer which are
complete in all respects had been received in respect of a total of 5,956,321
Tomkinsons Shares, representing approximately 92.0 per cent. of the issued
share capital of Tomkinsons.  Of the acceptances received, elections under the
Mix and Match Election for additional Offer Shares have been received in
respect of 929,306 Tomkinsons Shares and elections for additional cash have
been received in respect of 854,434 Tomkinsons Shares.

Included in the total above are acceptances received from:

1. directors of Tomkinsons (who hold Tomkinsons Shares) in accordance with the
provision of the irrevocable undertakings to accept the Offer given by each of
them in respect of their and their families' entire personal holdings of
Tomkinsons Shares; and

2. Eaglet Investment Trust plc, Schroder Investment Management Limited,
Wesleyan Assurance Society and certain other shareholders in accordance with
the provisions of the irrevocable undertakings to accept the Offer given by
them.

One other Tomkinsons Shareholder has given an irrevocable undertaking in
respect of 12,110 Tomkinsons Shares representing 0.2 per cent. of the issued
share capital of Tomkinsons and has made a valid acceptance of the Offer for
which documents of title are awaited.

All other conditions of the Offer have now been satisfied or waived, subject
only to the admission to the Official List of the Offer Shares becoming
effective, and accordingly the Offer is declared unconditional in all
respects, subject only to such admission.  The Offer remains open for
acceptance until further notice.  However, the Mix and Match Election and the
Loan Note Alternative were closed at 3.00pm on 24 September 1999.  Tomkinsons
Shareholders who have not yet accepted the Offer are urged to do so without
delay.  Consideration will be issued to Tomkinsons Shareholders from whom valid 
acceptances have been received within 14 days of the date of this announcement.

Holders of Tomkinsons Shares who have validly elected under the Mix and Match
Election for further cash in addition to their basic entitlement will have
their elections satisfied in full.  These Tomkinsons Shareholders will
therefore be entitled to a total consideration of 180 pence in cash for every
Tomkinsons Share in respect of which they made the election.

Tomkinsons Shareholders who have elected for further Offer Shares under the
Mix and Match Election will be entitled to consideration of approximately 1.32
Offer Shares and 26.1 pence in cash for every Tomkinsons Share in respect of
which they made the election.  This compares with a basic entitlement of 0.69
Offer Shares and 100 pence in cash for every Tomkinsons Share.

Save as disclosed above, neither Gaskell, nor any person acting in concert
with it, held any Tomkinsons Shares (or rights over such shares) prior to the
commencement of the offer period on 9 March 1999 or has acquired or agreed to
acquire any Tomkinsons Shares since then.



Enquiries:

Ted Andrew, Chairman
Gaskell PLC                                                       
Tel:01282-778027

Paul Simpson
N M Rothschild & Sons Limited                                
Tel:0161-827-3800

Ian Hunter
Citigate Dewe Rogerson                                         
Tel:0121-631-2299




Terms defined in the Listing Particulars and Offer Document, both dated 3
September 1999, have the same meaning in this press release, unless the
context requires otherwise.


N M Rothschild & Sons Limited, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting exclusively for Gaskell
and no one else in connection with the Offer and the matters referred to
herein and will not be responsible to any person other than Gaskell for
providing the protections afforded to its customers or for providing advice in
relation to the Offer and the other matters referred to in this press release.



                                                                                                                       

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