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Tomkinsons PLC (TMKN)

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Thursday 02 September, 1999

Tomkinsons PLC

Rec.Offer/Gaskell Intms-Pt.2.

TOMKINSONS PLC
2 September 1999

PART 2

                          Gaskell PLC
                        Interim Results
              CONSOLIDATED PROFIT & LOSS ACCOUNT
              for the half year ended 2 July 1999


                             Half year   Half year     Full year
                                 ended       ended         ended
                                2 July      3 July   31 December
                                  1999        1998          1998
                                 £'000       £'000         £'000
                                                                
Turnover - Continuing           26,013      26,898        52,629
operations
                                                                
Operating Profit -               1,932       2,365         5,271
Continuing operations
Interest payable                 (130)       (106)         (220)
                                                                
Profit on ordinary               1,802       2,259         5,051
activities before taxation
Tax on profit on ordinary        (558)       (700)       (1,576)
activities
                                                                
Profit on ordinary               1,244       1,559         3,475
activities after taxation
                                                                
Dividends
Preference - non equity            (4)         (3)           (6)
Ordinary - equity                (279)       (256)         (875)
Amount set aside to                961       1,300         2,594
reserves
                                                                
Basic earnings per                6.2p        8.0p         17.6p
ordinary share
Diluted earnings per              6.1p        7.8p         17.2p
ordinary share
Dividends per ordinary            1.4p        1.2p          4.3p
share

        STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
              for the half year ended 2 July 1999

With  the  exception of profit for the financial  year,  there
were no recognised gains and losses in the Group.

                          Gaskell PLC
                        Interim Results
                  CONSOLIDATED BALANCE SHEET
                       as at 2 July 1999


                                      2 July   3 July   31 December
                                        1999     1998          1998
                                       £'000    £'000         £'000
                                                                   
Fixed assets                                                       
Intangible assets                        224        -           229
Tangible assets                       14,878   11,861        13,665
                                      15,102   11,861        13,894
                                                                   
Current assets
Stocks                                12,432   11,335        11,668
Debtors                                9,422    8,752         8,804
Cash at bank and in hand                  34    1,053            23
                                      21,888   21,140        20,495
                                                                   
Creditors (amounts falling due
within one year)
Bank overdraft                         1,094        -           434
Obligations under finance leases                                   
and hire purchase                        492      454           435
 contracts
Other creditors                       13,754   13,478        12,583
                                      15,340   13,932        13,452
                                                                   
Net current assets                     6,548    7,208         7,043
Total assets less current             21,650   19,069        20,937
liabilities
Creditors (amounts falling due                                     
after more than one year)
Bank loan                                750    1,000           875
Obligations under finance leases                                   
and hire purchase                      1,017      670         1,119
 contracts
Other creditors                          476      442           523
                                       2,243    2,112         2,517
Provisions for liabilities and           708      525           683
charges
Net assets                            18,699   16,432        17,737
Capital and reserves (including                                    
non-equity interests)
Called up share capital                1,172    1,170         1,172
Share premium account                    204      194           203
Revaluation reserve                    2,735    2,765         2,765
Profit and loss account               14,588   12,303        13,597
Shareholders' funds                   18,699   16,432        17,737

                          Gaskell PLC
                        Interim Results
               CONSOLIDATED CASH FLOW STATEMENT
              for the half year ended 2 July 1999


                                 Half year  Half year     Full year
                                     ended      ended         ended
                                    2 July     3 July   31 December
                                      1999       1998          1998
                                     £'000      £'000         £'000
                                                                   
Net cash inflow from operating       2,188      2,980         5,198
activities
Returns on investments and                                         
servicing of finance
Interest paid                         (59)       (46)         (121)
Interest element of finance                                        
leases and hire                       (62)       (49)         (107)
 purchase contracts
Dividends paid on non-equity           (4)        (3)           (6)
shares
                                     (125)       (98)         (234)
                                                                   
Taxation                              (67)      (105)       (1,304)
                                                                   
Capital expenditure
Purchase of tangible fixed                                         
assets (excluding                  (1,983)      (811)       (2,391)
 lease finance and hire
purchase assets)
Sales of tangible fixed assets                                     
and assets held for                    467          8            75
 resale
                                   (1,516)      (803)       (2,316)
                                                                   
Acquisitions
Purchase of trade and assets             -          -         (275)
                                                                   
Equity dividends paid                (619)      (304)         (553)
                                                                   
Financing
Issue of ordinary share                  -          -           167
capital
New loan due after one year              -      1,000         1,000
Repayment of capital element                                       
of finance lease                     (385)      (298)         (650)
 and hire purchase rentals
                                     (385)        702           517
                                                                   
Increase/(decrease) in cash          (524)      2,372         1,033

These  interim financial statements, which have been  prepared
on  the  basis  of  the accounting policies  set  out  in  the
Company's 1998 statutory accounts, do not constitute statutory
accounts  within the meaning of section 254 of  the  Companies
Act  1985  and are neither audited nor reviewed.  The abridged
accounts  for the year ended 31 December 1998 are  an  extract
from  the accounts for that period on which the auditors  gave
an  unqualified  report and which have  been  filed  with  the
Registrar of Companies.

                          Gaskell PLC
                        Interim Results
               NOTES TO THE FINANCIAL STATEMENTS
              for the half year ended 2 July 1999


1.    Reconciliation of operating profit to  net  cash  inflow
from operating activities
                                 Half year  Half year     Full year
                                     ended      ended         ended
                               2 July 1999     3 July   31 December
                                     £'000       1998          1998
                                                £'000         £'000
                                                                   
Operating profit                     1,932      2,365         5,271
Depreciation/loss/(profit)                                         
  on sale of fixed assets              794        754         1,511
Increase in stock                    (764)    (1,312)       (1,645)
Increase in debtors                  (618)      (178)         (269)
Increase in creditors                  844      1,351           330
                                     2,188      2,980         5,198

2.   Taxation on profit on ordinary activities
     Taxation on profit on ordinary activities is based on the
     estimated effective rate for the year.

3.   Earnings per ordinary share
     Basic  earnings  per  ordinary  share  is  calculated  by
     dividing the profit attributable to ordinary shareholders
     of  £1,240,000  (1998: £1,556,000) by the average  number
     19,943,168  (1998: as restated - 19,568,832) of  ordinary
     shares in issue during the period.

     Diluted  earnings  per ordinary share  is  calculated  by
     dividing the profit attributable to ordinary shareholders
     of  £1,240,000  (1998: £1,556,000) by the average  number
     20,217,469  (1998: as restated - 19,920,950) of  ordinary
     shares in issue during the period.

4.   Reconciliation of net debt
                                 Half year   Half year     Full year
                                     ended       ended         ended
                               2 July 1999      3 July   31 December
                                     £'000        1998          1998
                                                 £'000         £'000
                                                                    
Increase/(decrease) in cash                                         
in the                               (524)       2,372         1,033
 period
Decrease in lease financing            385         298           650
Change in net debt resulting                                        
from cash                            (139)       2,670         1,683
 flows
New finance leases and hire                                         
purchase                             (340)           -         (782)
 contracts
New bank loan                            -     (1,000)       (1,000)
Movement in net debt in the          (479)       1,670          (99)
period
Net debt brought forward           (2,840)     (2,741)       (2,741)
Net debt carried forward           (3,319)     (1,071)       (2,840)

5.   Reconciliation of movement in shareholders' funds
                                 Half year  Half year     Full year
                                     ended      ended         ended
                               2 July 1999     3 July   31 December
                                     £'000       1998          1998
                                                £'000         £'000
                                                                   
Amount set aside to reserves           961      1,300         2,594
Issue of ordinary share                  1        156           167
capital
                                       962      1,456         2,761
Opening shareholders' funds         17,737     14,976        14,976
Closing shareholders' funds         18,699     16,432        17,737

                          APPENDIX I
           Conditions and further terms of the Offer

The Offer is conditional upon the following:

(a)  valid   acceptances  being  received  (and   not,   where
     permitted, withdrawn) by 3.00pm on the first closing date
     of  the Offer (or, subject to the rules of the City Code,
     such later date(s) and/or time(s) as Gaskell may, subject
     to  the rules of the City Code, decide) in respect of not
     less  than  90  per cent. (or such lesser  percentage  as
     Gaskell may subject to the rules of the City Code decide)
     of  the  Tomkinsons  Shares to which the  Offer  relates,
     provided that this condition will not be satisfied unless
     Gaskell  shall have acquired or agreed to acquire (either
     pursuant   to   the  Offer  or  otherwise)  directly   or
     indirectly  Tomkinsons Shares carrying more than  50  per
     cent.  of the voting rights then normally exercisable  at
     general  meetings  of  Tomkinsons  (including  for   this
     purpose,  to the extent (if any) required by  the  Panel,
     any votes attaching to any Tomkinsons Shares that may  be
     unconditionally  allotted  or  issued  pursuant  to   the
     exercise  of  any outstanding conversion or  subscription
     rights  or  otherwise  before the  Offer  becomes  or  is
     declared  unconditional as to acceptances); and for  this
     purpose  (i) the expression 'Tomkinsons Shares  to  which
     the  Offer relates' shall be construed in accordance with
     Sections  428-430F of the Act and (ii) Tomkinsons  Shares
     which  have been unconditionally allotted shall be deemed
     to  carry  the voting rights which they will  carry  upon
     issue;

(b)  the  passing  at  an  extraordinary  general  meeting  of
     Gaskell  (or any adjournment thereof) of such resolutions
     as  may  be necessary or incidental to approve, implement
     and  effect  the  Offer, the acquisition  by  Gaskell  of
     Tomkinsons pursuant thereto, and the allotment  of  Offer
     Shares,  including without limitation,  a  resolution  or
     resolutions to increase the authorised share  capital  of
     Gaskell,  to  authorise  the allotment  of  Offer  Shares
     pursuant  to  or  in connection with  the  Offer  and  to
     approve  the  acquisition by Gaskell of Tomkinsons  as  a
     class  1  and related party transaction under the Listing
     Rules;

(c)  the  London Stock Exchange admitting the Offer Shares  to
     the  Official  List  or  (if determined  by  Gaskell  and
     subject  to the consent of the Panel) agreeing  to  admit
     such shares to the Official List subject only to (a)  the
     allotment of such shares and/or (b) the Offer becoming or
     being  declared  unconditional in all respects  and  such
     admission  becoming  effective  in  accordance  with  the
     Listing Rules;

(d)  the  Office of Fair Trading giving no indication that  it
     is  or  might be the intention of the Secretary of  State
     for  Trade and Industry to refer the proposed acquisition
     of   Tomkinsons  by  Gaskell,  or  any  matters   arising
     therefrom, to the Competition Commission;

(e)  no    government,   governmental,   quasi   governmental,
     supranational,  statutory  or  regulatory   body,   trade
     agency,  association,  institution  or  professional   or
     environmental  body  or any court or  any  other  similar
     person  or  body  in any jurisdiction having  instituted,
     implemented  or threatened any action, legal  proceeding,
     suit,  investigation, reference or  enquiry  or  enacted,
     made  or  proposed any statute, regulation  or  order  or
     taken  any  other step that would or might reasonably  be
     expected to:

     (i)  make  the Offer, its implementation, or the proposed
          acquisition by Gaskell of any Tomkinsons Shares,  or
          control  of Tomkinsons by any member of the  Gaskell
          Group  illegal,  void  and/or unenforceable  in  any
          jurisdiction, or otherwise, directly or  indirectly,
          materially restrict, prohibit, delay, interfere with
          or   challenge   the   implementation   of,   impose
          additional  conditions or obligations  with  respect
          to,  or  otherwise  challenge,  the  Offer  or  such
          acquisition;
     
     (ii) require, prevent or materially delay the divestiture
          by  any  member of the Gaskell Group or any  of  its
          associated companies (including any company of which
          30  per cent. or more of the voting capital is  held
          by  the  Gaskell  Group and any  partnership,  joint
          venture, firm or company in which any member of  the
          Gaskell  Group  is  substantially interested,  ('the
          wider  Gaskell Group'), or Tomkinsons or any of  its
          associated companies (including any company of which
          30  per cent. or more of the voting capital is  held
          by  the Tomkinsons Group and any partnership,  joint
          venture, firm or company in which any member of  the
          Tomkinsons Group is substantially interested)  ('the
          wider  Tomkinsons Group'), of all  or  any  material
          portion  of their respective businesses,  assets  or
          properties or impose any material limitation on  the
          ability  of  any of them to conduct their respective
          businesses  or  to  own their respective  assets  or
          properties,  in each case the result of which  would
          have a material adverse effect on the Enlarged Group
          taken as a whole;
     
     (iii)      impose  any material limitation on the ability
          of  any member of the Gaskell Group to acquire or to
          hold   or  to  exercise  effectively,  directly   or
          indirectly, all or any rights of ownership of shares
          or  the  equivalent  in  any  member  of  the  wider
          Tomkinsons  Group or to exercise management  control
          over any member of the Tomkinsons Group;
     
     (iv) require any member of the wider Gaskell Group or  of
          the  wider Tomkinsons Group to offer to acquire  any
          shares  in any member of the wider Tomkinsons  Group
          owned by a third party; or
     
     (v)  otherwise materially adversely affect any or all  of
          the  businesses, assets, prospects or profits of any
          member  of the wider Gaskell Group or any member  of
          the wider Tomkinsons Group;
     
     and  all applicable waiting and other time periods during
     which    any   such   government,   governmental,   quasi
     governmental,  supranational,  statutory  or   regulatory
     body,   trade   agency,   association,   institution   or
     professional  or  environmental body,  court  or  similar
     person  could  decide to take, institute or threaten  any
     such  action,  proceeding, suit,  reference,  enquiry  or
     investigation having expired, lapsed or been terminated;
     
(f)  all   authorisations,   orders,   grants,   recognitions,
     confirmations,   consents,   clearances,    certificates,
     permissions and approvals necessary or appropriate for or
     in  respect of the Offer and the proposed acquisition  by
     Gaskell  of  all or any Tomkinsons Shares or  control  of
     Tomkinsons by Gaskell having been obtained, in terms  and
     in  a  form  reasonably  satisfactory  to  Gaskell,  from
     appropriate     governments,     governmental,      quasi
     governmental,  supranational,  statutory  or   regulatory
     bodies, trade agencies, associations or institutions,  or
     professional  or  environmental  bodies,  or  courts   or
     similar  persons  with  whom  any  member  of  the  wider
     Tomkinsons  Group  has entered into material  contractual
     arrangements    and   where   the   absence    of    such
     authorisations,     orders,     grants,     recognitions,
     confirmations,   consents,   clearances,    certificates,
     permissions   and   approvals  would  have   a   material
     adverse effect on the Enlarged Group taken as a whole and
     remaining  in  full force and effect and there  being  no
     intimation of any intention to revoke or not renew any of
     those  having  been received and all necessary  statutory
     and  regulatory obligations in connection with the  Offer
     in any jurisdiction having been complied with;

(g)  there  being no provision of any arrangement,  agreement,
     licence,  permit, franchise or other instrument to  which
     any  member of the wider Tomkinsons Group is a party,  or
     by or to which any such member or any of its assets is or
     are or may be bound, entitled or subject, which could  or
     might  as  a  consequence of the proposed acquisition  by
     Gaskell of any shares in or control of Tomkinsons result,
     to  an  extent  which is material in the context  of  the
     Tomkinsons Group taken as a whole, in:

     (i)  any  such  arrangement, agreement, licence,  permit,
          franchise   or   instrument  being   terminated   or
          materially or adversely modified or affected or  any
          action  being  taken  or any ongoing  obligation  or
          liability arising thereunder; or
     
     (ii) the  business or any interest of any such member  in
          or  with  any other firm or body or person  (or  any
          arrangements relating to such business or  interest)
          being terminated, modified or adversely affected; or
     
     (iii)      any such member ceasing to be able to carry on
          business under any name under which it presently  so
          does; or
     
     (iv) any assets of any such member being or falling to be
          disposed  of  or  charged  otherwise  than  in   the
          ordinary course of business; or
     
     (v)  the  creation  of  any  mortgage,  charge  or  other
          security over the whole or any part of the business,
          property  or assets of any such member or  any  such
          security   (whenever  arising  or   having   arisen)
          becoming enforceable; or
     
     (vi) any moneys borrowed by or other indebtedness, actual
          or  contingent, of any such member being or becoming
          repayable,  or  being  capable  of  being   declared
          repayable, immediately or earlier than the repayment
          date  stated in such arrangement, agreement or other
          instrument;

(h)  except  as  disclosed  in  writing  to  Gaskell  or   its
     professional  advisers,  or  as  publicly  announced   by
     Tomkinsons  (by  the delivery of an announcement  to  the
     Company   Announcements  Office  of  the   London   Stock
     Exchange), in either case prior to 2 September 1999 or as
     stated in the announcement of the Offer, no member of the
     wider Tomkinsons Group having, since 3 October 1998:

     (i)  issued  or  agreed to issue, authorised or  proposed
          the  issue  of  additional shares of any  class,  or
          securities convertible into, or rights, warrants  or
          options to subscribe for or acquire, any such shares
          or   convertible   securities   (save   as   between
          Tomkinsons   and   wholly  owned   subsidiaries   of
          Tomkinsons  and  save for shares issued  or  options
          granted  pursuant  to  the Tomkinsons  Share  Option
          Schemes   before  2  September  1999)  or  redeemed,
          purchased  or reduced any part of its share  capital
          or proposed the redemption, purchase or reduction of
          any part of its share capital;

     (ii) merged  with  or  demerged  any  body  corporate  or
          acquired  or (other than in the ordinary  course  of
          business) disposed of, or transferred, mortgaged  or
          charged  or created any security interest over,  any
          assets or any right, title or interest in any assets
          (including  shares and trade investments other  than
          in  the  ordinary course of business) which, in  any
          case,  is  material in the context of the Tomkinsons
          Group  taken  as a whole or made any change  in  its
          loan  or share capital or authorised or proposed  or
          announced  any  intention  to  propose  any  merger,
          demerger, acquisition, disposal, transfer, mortgage,
          charge or security interest as aforesaid;
     
     (iii)       entered  into  or  varied  or  announced  its
          intention  to  enter  into  or  vary  any  contract,
          transaction, arrangement or commitment  (whether  in
          respect   of   capital  expenditure  or   otherwise)
          otherwise than in the ordinary course of business or
          which is of a long term or unusual or onerous nature
          and which involves or could involve an obligation of
          a  nature  or  magnitude which is  material  in  the
          context of the Tomkinsons Group taken as a whole;
     
     (iv) issued,  authorised or proposed  the  issue  of  any
          debentures or incurred or increased any indebtedness
          or  contingent  liability which  is,  in  any  case,
          material  in  the  context of the  Tomkinsons  Group
          taken as a whole;
     
     (v)  recommended, declared, paid or made, or proposed the
          recommendation, declaration, paying  or  making  of,
          any  bonus, dividend, or other distribution, whether
          in cash or otherwise;
     
     (vi) been  unable,  or  admitted in writing  that  it  is
          unable,  to  pay  its  debts or  having  stopped  or
          suspended (or threatened to stop or suspend) payment
          of  its  debts generally or ceased or threatened  to
          cease  carrying on all or a substantial part of  its
          business;
     
     (vii)      waived  or  compromised  any  claim  which  is
          material  in the context of the relevant  member  of
          the wider Tomkinsons Group;
     
     (viii)    proposed any voluntary winding up;
     
     (ix) entered  into  or  varied or made any  offer  (which
          remains  open for acceptance) to enter into or  vary
          the  terms of any service agreement with any of  the
          directors of any member of the Tomkinsons Group;
     
     (x)  entered    into    any   contract,   reconstruction,
          amalgamation,  commitment or  other  transaction  or
          arrangement which would be materially restrictive on
          the business of the Enlarged Group taken as a whole;
     
     (xi) made any alteration to its memorandum or articles of
          association;
     
     (xii)       entered   into   any  contract,   commitment,
          agreement or arrangement or passed any resolution or
          made  any  offer (which remains open for acceptance)
          with  respect to or announced an intention to effect
          or  to  propose any of the transactions, matters  or
          events referred to in this paragraph (h); or

     (xiii)     passed  any resolution in general  meeting  to
          sanction,  approve  or  implement  any  such  issue,
          merger,  demerger, acquisition, disposal,  mortgage,
          encumbrance, security interest, charge, transaction,
          contract  or commitment as is referred  to  in  this
          paragraph (h);

(i)  since  3  October 1998 and except as disclosed in writing
     to  Gaskell or its professional advisers or as  announced
     publicly   by   Tomkinsons  (by  the   delivery   of   an
     announcement to the Company Announcements Office  of  the
     London  Stock  Exchange)  in  either  case  prior  to   2
     September 1999:

     (i)  there   having   been  no  receiver,  administrative
          receiver or other encumbrancer appointed over any of
          the  assets  of  any member of the wider  Tomkinsons
          Group  or any analogous proceedings or steps  having
          taken  place under the laws of any jurisdiction  and
          there  having  been  no petition presented  for  the
          administration of any member of the wider Tomkinsons
          Group  or any equivalent proceedings or steps  taken
          under the laws of any other jurisdiction;
     
     (ii) no  material adverse change or deterioration  having
          occurred  in  the  business,  assets,  financial  or
          trading  position or profits of any  member  of  the
          wider  Tomkinsons  Group which is  material  in  the
          context of the Tomkinsons Group taken as a whole;
     
     (iii)       no  litigation  or  arbitration  proceedings,
          prosecution  or other legal proceedings having  been
          instituted, announced or threatened by or against or
          remaining  outstanding against  any  member  of  the
          wider  Tomkinsons Group which in any such case might
          reasonably  be expected to materially and  adversely
          affect  the financial or trading position or profits
          of any member of the Tomkinsons Group;
     
     (iv) no  contingent or other liability having  arisen  or
          become apparent or increased which would or might be
          likely materially and adversely to affect any member
          of the wider Tomkinsons Group; and
     
     (v)  no  investigation  by any relevant authority  having
          been    threatened,   announced,   implemented    or
          instituted  or remaining outstanding in  respect  of
          any  member of the wider Tomkinsons Group which,  in
          any  such  case, is material in the context  of  the
          Tomkinsons Group taken as a whole;
     
(j)  Gaskell not having discovered:
     
     (i)  that  any  financial, business or other  information
          concerning  the Tomkinsons Group publicly  disclosed
          at  any  time by or on behalf of any member  of  the
          Tomkinsons Group either is misleading or contains  a
          misrepresentation of fact which is material  in  the
          context  of  the  Offer or omits  to  state  a  fact
          necessary to make any information contained  therein
          not misleading to an extent which is so material;
     
     (ii) that  any  past  or  present  member  of  the  wider
          Tomkinsons   Group   has  not  complied   with   all
          applicable   laws   of  any  relevant   jurisdiction
          relating   to  environmental  matters,   which   non
          compliance  is  likely to give rise  to  a  material
          liability (whether actual or contingent) or cost  on
          the part of any member of the Tomkinsons Group which
          might reasonably be expected adversely to affect the
          financial or trading position of any member  of  the
          Tomkinsons Group;
     
     (iii)      that  there  has  been an emission,  disposal,
          discharge, deposit, spillage or leak of waste or any
          hazardous or harmful substance on or about  or  from
          any  property now or previously owned,  occupied  or
          made  use  of by any past or present member  of  the
          Tomkinsons Group which is likely to give rise to any
          material liability (whether actual or contingent) or
          cost  on  the  part of any member of the  Tomkinsons
          Group  which might reasonably be expected  adversely
          to  affect the financial or trading position of  any
          member of the Tomkinsons Group; or

     (iv) that  there  is  or  is likely to  be  any  material
          liability   (whether  actual   or   contingent)   or
          requirement  to  make  good, repair,  re-instate  or
          clean  up  any  property now  or  previously  owned,
          occupied  or  made  use of by any  past  or  present
          member   of   the  Tomkinsons  Group   which   might
          reasonably  be  expected  adversely  to  affect  the
          financial or trading position of any member  of  the
          Tomkinsons Group.

Gaskell  reserves the right to waive all or any of  conditions
(d) to (j) (inclusive) above, in whole or in part.  Conditions
(b)  and  (c) must be fulfilled, or satisfied, and  conditions
(d)  to  (j) (inclusive) must, if not waived, be fulfilled  or
satisfied by midnight on the day which is the later of (i)  21
days  after  the first closing date of the Offer and  (ii)  21
days after the date on which condition (a) is fulfilled (or in
each  case  such  later date as the Panel may  agree)  failing
which the Offer will lapse.

Gaskell  shall  be under no obligation to waive  or  treat  as
satisfied any of conditions (d) to (j) (inclusive) by  a  date
earlier   than  the  latest  date  specified  above  for   the
satisfaction thereof notwithstanding that the other conditions
of  the  Offer  may at such earlier date have been  waived  or
fulfilled or satisfied and that there are at such earlier date
no  circumstances indicating that any of such  conditions  may
not be capable of fulfilment or satisfaction.

If  Gaskell  is  required by the Panel to make  an  offer  for
Tomkinsons Shares under the provisions of Rule 9 of  the  City
Code,  Gaskell may make such alterations to the conditions  of
the  Offer  as are necessary to comply with the provisions  of
that Rule.

The  Offer  will  lapse if the acquisition  of  Tomkinsons  is
referred  to  the Competition Commission before the  later  of
3.00pm on the first closing date of the Offer and the date  on
which  the  Offer becomes or is declared unconditional  as  to
acceptances.  In such circumstances, the Offer will  cease  to
be  capable  of  further acceptance and persons accepting  the
Offer  and  Gaskell  shall thereupon  cease  to  be  bound  by
acceptances delivered on or before the date on which the Offer
so lapses.

Fractions  of Offer Shares will not be allotted or  issued  to
accepting Tomkinsons Shareholders.  Fractional entitlements to
Offer Shares will be aggregated and sold in the market and the
net  proceeds of sale distributed pro rata to the  holders  of
Tomkinsons  Shares  entitled  to  them.   However,  individual
entitlements to amounts of less than £3.00 will not be paid to
persons  accepting  the Offer but will  be  retained  for  the
benefit of the Enlarged Group.

The  Offer Shares will be issued free from all liens, charges,
encumbrances and other interests.  Offer Shares will rank pari
passu in all respects with existing Ordinary Shares (save that
they  will  not  rank  for the interim dividend  of  1.4p  per
Ordinary  Share  declared  in  respect  of  Gaskell's  current
financial year).

The  Loan Note Alternative and the Mix and Match Election  are
conditional   on   the  Offer  becoming  or   being   declared
unconditional in all respects.

Disclosure of interests
Save  as disclosed in this announcement, neither Gaskell, nor,
so far as Gaskell is aware, any person acting, or deemed to be
acting, in concert with Gaskell for the purposes of the Offer,
owns or controls any Tomkinsons Shares or holds any options to
purchase  any  Tomkinsons  Shares  or  holds  any  derivatives
referenced  to  Tomkinsons Shares or has any  arrangement  (as
described  below)  in respect of any Tomkinsons  Shares.   (In
this paragraph, 'arrangement' includes any indemnity or option
arrangement  and  any  agreement or understanding,  formal  or
informal,  of  whatever nature which may be an  inducement  to
deal or refrain from dealing).

                          APPENDIX II
                          DEFINITIONS

The  following  definitions  apply  throughout  this  document
unless the context requires otherwise:

'Acquisition'              the proposed acquisition by Gaskell
                           of    Tomkinsons,    pursuant    to
                           acceptances   of   the   Offer   or
                           otherwise

'Act'                      the Companies Act 1985 (as amended)

'Board' or 'Directors'     the board of directors of Gaskell

'City Code'                the  City  Code  on  Takeovers  and
                           Mergers

'Closing Price'            the closing middle market price  of
                           a  Tomkinsons  Share or  a  Gaskell
                           Share,  as  the  case  may  be,  as
                           derived from the Official List

'EGM' or 'Extraordinary General  Meeting'   the  extraordinary
                           general  meeting of the Company  to
                           be    convened   to   consider    a
                           resolution  approving, inter  alia,
                           the Acquisition

'Enlarged Group'           the  Gaskell  Group as enlarged  by
                           the completion of the Acquisition

'Form of Acceptance'       the  form  of acceptance, authority
                           and election relating to the Offer

'Gaskell' or 'Company'     Gaskell PLC

'Gaskell Group' or 'Group' Gaskell    and    its    subsidiary
                           undertakings

'Gaskell Shareholders' or 'Shareholders'  holders of  Ordinary
                           Shares

'Gaskell Share Option Scheme'    the  Gaskell Executive  Share
                           Option Scheme

'LIBOR'                    London   Inter-Bank  Offered   Rate
                           expressed  at a rate per annum  for
                           six  month  sterling  deposits   of
                           £1,000,000

'Listing Rules'            the  listing  rules of  the  London
                           Stock  Exchange, made under section
                           142  of the Financial Services  Act
                           1986

'Loan Note Alternative'    the  right  of eligible  Tomkinsons
                           Shareholders who validly accept the
                           Offer  to  elect  to  receive  Loan
                           Notes in lieu of all or part of the
                           cash  to which they would otherwise
                           be  entitled pursuant to the  Offer
                           (including under the Mix and  Match
                           Election)

'Loan Notes'               variable  rate guaranteed unsecured
                           loan  notes of Gaskell, particulars
                           of  which are to be set out in  the
                           Offer Document

'London Stock Exchange'    London Stock Exchange Limited

'Mix and Match Election'   the  facility  whereby  holders  of
                           Tomkinsons   Shares   who   validly
                           accept the Offer may elect to  vary
                           the    proportion,    subject    to
                           availability, of Offer  Shares  and
                           cash  and/or Loan Notes  receivable
                           by them under the Offer
'Offer'                    the  offer to be made by Rothschild
                           on behalf of Gaskell to acquire all
                           of  the  Tomkinsons Shares, subject
                           to   the   terms   and   conditions
                           specified in this announcement  and
                           to be set out in the Offer Document
                           and  the  Form of Acceptance,  and,
                           where the context so requires,  any
                           subsequent   revision,   variation,
                           extension or renewal thereof

'Offer Document'           the  document containing the  Offer
                           and   detailing   its   terms   and
                           conditions

'Offer Shares'             new  Ordinary Shares to be  issued,
                           credited as fully paid, pursuant to
                           or in connection with the Offer

'Official List'            the  daily  official  list  of  the
                           London Stock Exchange

'Ordinary Shares' or 'Gaskell  Shares'ordinary  shares  of  5p
                           each in the capital of Gaskell

'Panel'                    the Panel on Takeovers and Mergers

'Rothschild'               N M Rothschild & Sons Limited

'Share Sub-division'       the   sub-division   of   each   of
                           Gaskell's    6,000,000   authorised
                           ordinary  shares of 20p  each  into
                           four  Ordinary Shares, pursuant  to
                           an  ordinary resolution of  Gaskell
                           passed on 1 October 1998

'Teather & Greenwood'      Teather & Greenwood Limited

'Tomkinsons'               Tomkinsons plc

'Tomkinsons Group'         Tomkinsons   and   its   subsidiary
                           undertakings

'Tomkinsons Share Option Schemes'      the   Tomkinsons    plc
                           Executive   Share   Option   Scheme
                           (1985),  the  Tomkinsons  plc  1995
                           Executive  Share Option Scheme  and
                           the    Tomkinsons   plc   Employees
                           Savings   Related   Share    Option
                           Schemes 1983 and 1993

'Tomkinsons Shareholders'  holders of Tomkinsons Shares

'Tomkinsons Shares'        the     existing    unconditionally
                           allotted  or issued and fully  paid
                           ordinary shares of 25p each in  the
                           capital  of Tomkinsons on the  date
                           of  the Offer and any further  such
                           shares  which  are  unconditionally
                           allotted or issued while the  Offer
                           remains  open  for  acceptance  (or
                           before  such  earlier time(s),  not
                           being  earlier  than  the  time  at
                           which  the  Offer  becomes  or   is
                           declared   unconditional   as    to
                           acceptances,   as   Gaskell    may,
                           subject  to the City Code, decide),
                           including     such    shares     so
                           unconditionally allotted or  issued
                           pursuant to the exercise of options
                           outstanding  under   any   of   the
                           Tomkinsons Share Option Schemes

 'UK 'or' United Kingdom'  the United Kingdom of Great Britain
                           and Northern Ireland

'US 'or' United States'    the  United States of America,  its
                           territories  and  possessions,  any
                           state  of  the  United  States   of
                           America   and   the   District   of
                           Columbia and all other areas within
                           its jurisdiction


                                                                                                                                                        

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