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Tomkinsons PLC (TMKN)


Tuesday 28 September, 1999

Tomkinsons PLC

Offer WhollyUnconditional,etc

28 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 
                       Offer wholly unconditional
                          Change in directorate

Gaskell announces that, following the admission to the Official List of the
Offer shares earlier today, the Offer for Tomkinsons is now wholly

Commenting on the acquisition, Gaskell's Chairman, Ted Andrew said: 

'We are delighted by the level of support for the acquisition shown by both
Gaskell's and Tomkinsons' shareholders which endorses our strategy of
increasing Gaskell's share of certain key markets in the floorcoverings
sector.  We look forward to the challenges and opportunities ahead and welcome
all Tomkinsons employees to the Enlarged Group.'

The Offer will remain open for acceptance until further notice.  As previously
announced 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.

As disclosed in the Offer Document, the Board also announces that Michael
Hield, Chief Executive of Tomkinsons, and Lowry Maclean, Non-executive
Chairman of Tomkinsons, have joined the Board as Chief Executive of Gaskell
and as a non-executive director respectively with immediate effect.  The
resignation of Jeremy Lancaster as a non-executive director of Tomkinsons has
also been accepted today.

As at 3.00pm on 27 September 1999, valid acceptances under the Offer which
were complete in all respects had been received in respect of a total of
5,959,487 Tomkinsons Shares, representing approximately 92.1 per cent. of the
issued share capital of Tomkinsons. 

Included in the total above are acceptances received from:

(i) 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

(ii) 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


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.

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.

Ted Andrew, Chairman       01282 778027
Gaskell PLC

Mike Hield, Chief Executive       01562 820006
Gaskell PLC

Paul Simpson       0161 827 3800
N M Rothschild & Sons Limited

Ian Hunter       0121 631 2299
Citigate Dewe Rogerson

Charles Cattaneo       0121 232 3000
KPMG Corporate Finance

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.

KPMG Corporate Finance, a division of KPMG which is authorised by the
Institute of Chartered Accountants in England and Wales to carry on investment
business, is acting exclusively for Tomkinsons and no-one else in connection
with the Offer and will not be responsible to anyone other than Tomkinsons for
providing the protections afforded to clients of KPMG Corporate Finance or for
giving advice in relation to the Offer.


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