TXH.L Regulatory News (TXH)

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

For immediate release

29 May 2014

Recommended acquisition ofTex Holdings plc ("Tex")by

Le Bas Investment Trust Limited ("Bidder")

Summary

The boards of Bidder and Tex are today pleased to announce that they have reached agreement on the terms of a recommended offer to be made by Bidder for the entire issued and to be issued ordinary share capital of Tex, to be implemented by a Court sanctioned scheme of arrangement of Tex pursuant to Part 26 of the Companies Act (the "Acquisition").

Under the terms of the Acquisition, Tex Shareholders will receive 100 pence in cash for each Tex Share.

The Acquisition values the entire issued and to be issued share capital of Tex at approximately £6.3 million.

Based on the closing mid-market price of a Tex Share of 83.5 pence on 28 May 2014, being the last Business Day prior to the date of this Announcement, the value of the consideration payable under the Acquisition of 100 pence on 28 May 2014, as set out above, represents a premium of approximately:

• 19.8 per cent. compared to the closing mid-market price of 83.5 pence per Tex Share on 28 May 2014;

• 24.9 per cent. compared to the average closing mid-market price of 80.1 pence per Tex Share in the 3 months prior to the commencement of the Offer Period; and

• 29.6 per cent compared to the average closing mid-market price of 77.2 pence per Tex Share in the 6 months prior to the commencement of the Offer Period.

The Bidder has sought and received irrevocable undertakings from the Independent Directors and Chris Parker, a Tex Director connected with the Bidder, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 31,100 Tex Shares representing, in aggregate, approximately 0.49% of Tex's existing issued share capital as at 28 May 2014 (being the latest practicable date prior to the date of this Announcement).

The Independent Directors, who have been so advised by Westhouse Securities (as the independent financial adviser for the purpose of Rule 3 of the Code), consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, as each Independent Director has irrevocably undertaken to do in respect of their own Tex Shares, being, in aggregate, a total of 31,000 Tex Shares, representing approximately 0.49 per cent of the existing issued share capital of Tex on 28 May 2014 (being the last practicable date prior to the publication of this document). In providing its advice, Westhouse Securities has taken into account the commercial assessments of the Independent Directors.

Anthony Richard Brocas Burrows and Chris Parker are Tex Directors but are not Independent Directors since they are connected to the Bidder.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The bases of calculations and sources of certain financial information contained in this Announcement, and certain additional financial and operational information, are set out in Appendix 2 to this Announcement. Details of the irrevocable undertakings received by the Bidder in relation to the Acquisition are set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4 to this Announcement.

The Tex Chairman ARB Burrows and his family and family trusts have, since 1968, owned and controlled what is now constituted as the Le Bas Group. The holding of the Le Bas Group by the Burrows family is currently via a number of family trusts. These trusts control 22% of Le Bas Investment Trust directly with the remaining 78% of the Le Bas Investment Trust held by an intermediate holding company, Le Bas Limited, whose directors are ARB Burrows and his wife AM Burrows.

Le Bas Limited is itself wholly owned by The EB Burrows 2001 Settlement Trust, a trust whose settlors were ARB Burrows and his wife AM Burrows. The trustees of The EB Burrows 2001 Settlement Trust are AM Burrows, EB Burrows, HE Cobbald and E Caley. Other than its interest in Le Bas Limited, The EB Burrows 2001 Settlement Trust has no other assets and no material liabilities or commitments. The beneficiary of the trust is EB Burrows (the son of ARB Burrows) who has a life interest in the income of the trust.

In addition to its interest in Tex, Le Bas Investment Trust owns the whole of the issued share capital of Edward Le Bas Limited, which undertakes group management and administration functions and is also the holding company of Edward Le Bas Properties Limited, which owns and operates a substantial portfolio of real estate. Going forward Tex will be part of a group wholly beneficially owned by the Burrows family which will carry on Tex's current business as well as its own property activities.

Commenting on the proposed transaction, Richard Burrows, Chairman of Tex said:

"The proposed acquisition of Tex by Bidder will provide a number of operational synergies that the board of Bidder believe will strengthen the enlarged group's competitive position across the group's businesses. The maintenance of a Main Board listing and management of the Tex's defined benefit pension scheme are obligations that contribute to Tex's cost base and require considerable management time. The cancellation of the listing will deliver immediate cost savings whilst it is proposed that the management of the pension scheme obligations will be consolidated with that of The Pension and Assurance Scheme of Edward Le Bas Limited which we believe will provide a number of benefits to both Tex and the pension scheme.

"The proposed acquisition is motivated by the twin objectives of providing Tex's minority shareholders, some of whom have been long term holders of the company, with the opportunity of achieving a cash exit and strengthening the competitive position of Tex going forward for the benefit of all stakeholders." 

Commenting on the proposed transaction, Christopher Palmer-Tomkinson, an Independent Director of Tex said:

"This is a good transaction for minority shareholders and Tex's wider stakeholders. The offer provides minority shareholders with the opportunity of a cash exit at an attractive premium to the prevailing share price whilst enabling Tex to pursue its business interests with the lower cost base of a private company."

This summary should be read in conjunction with the full text of this Announcement and the Appendices.

Enquiries

The Bidder

Hilde Cobbald Tel: +44(0) 1473 830055

Tex Holdings PLC

Chris Parker Tel: +44(0) 1473 830144

Westhouse Securities

Richard Baty Tel: +44(0)207 6016100

Westhouse Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Tex and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than Tex for providing the protections afforded to clients of Westhouse Securities nor for providing advice in relation to the Acquisition and the other matters referred to in this Announcement. Neither Westhouse Securities nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Westhouse Securities in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.

Larking Gowen, which is authorised and regulated in the United Kingdom by the ICAEW, is acting exclusively for the Bidder and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Larking Gowen nor for providing advice in relation to the Acquisition and the other matters referred to in this Announcement. Neither Larking Gowen nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Larking Gowen in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.

Westhouse Securities has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears.

Larking Gowen has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears.

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Tex are advised to read carefully the formal documentation in relation to the Acquisition once it has been published. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme and the resolutions to be proposed at the General Meeting. Any action taken in respect of the Acquisition should be made only on the basis of the information in the Scheme Document.

The Bidder reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will (unless otherwise determined by The Bidder and subject to the consent of the Panel) be implemented on substantially the same terms (so far as applicable), subject to appropriate amendments, as those which would apply to the Scheme.

Information for Overseas Shareholders

Information for US Holders

US Holders should note that the Offer relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US proxy solicitation or tender offer rules. The financial information included in this document has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidder exercises its right to implement the acquisition of the Tex Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations to the extent applicable.

The receipt of cash pursuant to the Offer by a US Holder as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Tex Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidder and Tex are located in countries other than the US and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Information for all Overseas Shareholders

The release, publication or distribution of this document in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This document has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents have been prepared in accordance with the laws of jurisdictions outside of England.

Neither this document nor the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote of approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Unless otherwise determined by Bidder and Tex or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all other documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer and implications of the Scheme for Overseas Shareholders may be affected by the laws of the relevant jurisdiction in which they reside. Such Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdictions. If any Overseas Shareholder remains in any doubt, he should consult an appropriate independent professional adviser in his relevant jurisdiction without delay.

It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in which they reside in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

Forward Looking Statements

This document (including information incorporated by reference in this document), oral statements made regarding the Offer and other information published by Bidder and Tex contain statements which are, or may be deemed to be, "forward looking statements". Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidder and Tex about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. The forward looking statements contained in this document include statements relating to the expected effects of the Offer on Bidder and Tex, the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Although Bidder and Tex believe that the expectations reflected in such forward looking statements are reasonable, Bidder and Tex can give no assurance that such expectations will prove to be correct. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: local and global political and economic and general financial market conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidder nor Tex, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

All subsequent oral or written forward-looking statements attributable to Bidder or Tex or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FSA), neither Bidder or Tex is under any obligation, and Bidder and Tex expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror during the Offer Period.

A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to Tex Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Tex Shareholders, person with information rights and other relevant persons for the receipt of communications from Tex may be provided to Westhouse Securities during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Tex website

In accordance with Rule 30.4 of the Code a copy of this announcement and the irrevocable undertakings as set out above will be made available, free of charge, on Tex's website www.tex-holdings.co.uk under the Investor section by no later than 12 noon on the first Business Day following this announcement. 

A copy of this announcement and the irrevocable undertakings as set out above will also be made available on Bidder's website at www.claydonbusinesspark.co.uk. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on Tex's or the Bidder's website (or any other website) is incorporated into, or forms part of, this announcement

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

For immediate release

Recommended acquisition ofTex Holdings plcby

Le Bas Investment Trust Limited

Introduction

The boards of the Bidder and Tex are today pleased to announce that they have reached agreement on the terms of a recommended acquisition by the Bidder of the entire issued and to be issued ordinary share capital of Tex, to be implemented by a Court sanctioned scheme of arrangement of Tex pursuant to Part 26 of the Companies Act.

The Conditions to and further terms of the Acquisition are set out in Appendix 1 to this Announcement.

The Acquisition

Pursuant to the Acquisition, which will be on the terms and subject to the conditions set out below and in Appendix 1 to this Announcement, and to be set out in the Scheme Document, Tex Shareholders will receive:

For each Tex Share 100 pence in cash

The Acquisition values the entire issued and to be issued share capital of Tex at approximately £6.3 million.

Based on the closing mid-market price of a Tex Share of 83.5 pence on 28 May 2014, being the last Business Day prior to the date of this Announcement, the value of the consideration payable under the Acquisition of 100 pence on 28 May 2014, as set out above, represents a premium of approximately:

· 19.8 per cent. to the closing mid-market Price of 83.5 pence per Tex Share on 28 May 2014;

· 24.9 per cent. to the average closing mid-market price of 80.1 pence per Tex Share in the 3 months prior to the commencement of the Offer Period; and

· 29.6 per cent compared to the average closing mid-market price of 77.2 pence per Tex Share in the 6 months prior to the commencement of the Offer Period.

The Tex Shares which will be acquired by the Bidder pursuant to the Acquisition, will be acquired fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all the rights now or thereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or paid after the date of this Announcement. There are no agreements or arrangements to which the Bidder is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition of the Acquisition.

Tex Board recommendation

The Independent Directors, who have been so advised by Westhouse Securities (as the independent financial adviser for the purpose of Rule 3 of the Code), consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, as each Independent Director has irrevocably undertaken to do in respect of their own Tex Shares, being, in aggregate, a total of 31,000 Tex Shares, representing approximately 0.49 per cent. of the existing issued share capital of Tex on 28 May 2014 (being the last practicable date prior to the publication of this document). In providing its advice, Westhouse Securities has taken into account the commercial assessments of the Independent Directors.

Background to and reasons for the Acquisition

Following the approach by Bidder, the Independent Directors held detailed discussions regarding the terms of a potential acquisition of Tex by the Bidder. These discussions have resulted in the Offer at a price of 100 pence in cash per Scheme Share.

The Independent Directors consider that whilst there is potential for future growth in equity value for investors, any such future growth is uncertain and that opportunities in the absence of the Offer for Shareholders to realise all or a significant part of their aggregate investment in Tex are limited. The Independent Directors believe that Scheme Shareholders should be given the opportunity to realise the value from their investment in cash immediately, at an attractive premium. The consideration offered under the Offer represents a premium of approximately 19.8% compared to the closing mid-market price of 83.5 pence per Tex Share on 28 May 2014, the Business Day immediately prior to the Announcement Date, 24.9% compared to the average closing mid-market price of 80.1 pence per Tex Share over the three month period ended 28 May 2014 and 29.6% compared to the average closing mid-market price of 77.2 pence per Tex Share over the six month period ended 28 May 2014.

The Independent Directors have evaluated the proposals on behalf of the Independent Shareholders as a whole. Whilst the Independent Directors believe that Tex as an independent company will continue to remain competitive in the niche markets that it operates, it also recognises the benefits achievable by combining Tex with Bidder. The Independent Directors believe that Tex will benefit from being part of Bidder and, in particular, the cost savings that can be achieved with common property and head office and in the management of Tex's defined benefit pension scheme obligations. The Pension & Assurance Scheme of Edward Le Bas Limited has a surplus which may at the discretion of the trustees be made available to the Tex pension scheme to reduce, or fund in full, its deficit.

The Bidder has a significant interest in Tex and has a cumulative knowledge of the business and that of the trading members of the Tex Group and provides a number of services to the Tex Group on an arm's length basis. These services include trusteeship of the Tex Group's defined benefit pension scheme and the provision of certain rental properties.

It is believed, by the Independent Directors that the consolidation of the Bidder and Tex's interest into a single group will strengthen the long term prospects of the Tex Group. The offer would add to the security of the Tex Group's future and would, in the Independent Directors' opinion, be beneficial to defined benefit pension scheme.

The strategic plan of the Bidder for the Tex Group is to continue to stabilise performance before looking for steady growth and the Bidder is taking a long term view on the Target's growth prospects.

Whilst the diversity of the Tex Group's operations has limited the Group's exposure to any one sector, small conglomerates are, in the Independent Directors' opinion, unpopular with institutional shareholders. As a result and taking into account the Tex Group size, liquidity and trading in the Company's shares has historically been limited and the Tex Group has never had a significant institutional shareholder base. In addition, in the opinion of the Independent Directors the small size, broad diversity of the Tex Group's operations and volatility of some of the principal subsidiaries' operations make the prospect of obtaining a trade or financial buyer for the Group as a whole, remote.

Accordingly, the Independent Directors believe that the Offer is in the best interests of Independent Shareholders, and unanimously recommend that the Independent Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their own Tex Shares, representing, in aggregate, approximately 0.49 per cent of the existing issued share capital of Tex on 28 May 2014 (being the last practicable date prior to the publication of this document).

Irrevocable undertakings

Bidder has sought and received irrevocable undertakings from the Independent Directors and Chris Parker to vote in favour of the Scheme at the Court Meeting and in favour of any related matters to be proposed at the General Meeting and, if the Offer is subsequently structured as a Takeover Offer, to accept any such Takeover Offer made by Bidder from the Tex Directors in respect of their entire beneficial holdings amounting to 31,100 Tex Shares, representing, in aggregate, approximately 0.49 per cent. of the existing issued share capital of Tex on 28 May 2014 (being the last practicable date prior to the publication of this document).

The irrevocable undertakings given by the Tex Directors will remain binding if the Offer is effected by way of a Takeover Offer.

If there is no Subsequent Offer the irrevocable undertakings set out above shall lapse if:

(a) this Announcement is not released by 6.00pm on 29 May 2014 (or such later time and date as Bidder and Tex may, with the consent of the Panel, agree); or

(b) the Scheme or any resolution to be proposed at the general meeting is not approved by the requisite majority of the shareholders of Tex at the Court Meeting or at the general meeting respectively.

If there is a Subsequent Offer, the irrevocable undertakings set out above shall lapse if:

(a) an announcement of the Subsequent Offer under Rule 2.7 of the City Code is not released by such date as the Bidder and Target may, with the consent of the Panel, agree; or

(b) the Subsequent Offer lapses or is withdrawn.

Further details of the irrevocable undertakings are set out in paragraph 8 of Part 5 of this document.

Financing of the Acquisition

The cash consideration payable by Bidder under the terms of the Offer will be funded by using borrowing facilities made available to it by The Royal Bank of Scotland plc ("RBS") and the Bidders existing facility with HSBC Bank plc ("HSBC") together with cash resources held and available to the Bidder Group. RBS will provide bridging finance to the Bidder pursuant to a £3.5m bridging loan. The RBS bridging loan is not secured on any assets of the Bidder or the Tex Group, but will be secured by way of a limited personal guarantee from A R B Burrows (in the sum of £3.5m) and a new unlimited cross corporate guarantee between the Bidder, Edward Le Bas Limited and Edward Le Bas Properties Limited. The Bidder currently has a £5m revolving credit facility and a £2m overdraft facility each with HSBC. The RBS and HSBC facilities will create sufficient cash resources to meet the cash consideration. The interest rates, fees payable and principal terms on the various facilities are as follows:

- The interest rate for the current HSBC overdraft is 1.75% above the base rate of HSBC the overdraft facility is repayable on demand.

- The interest rate for the RBS bridging loan is 2.5% above the base rate of RBS. The facility is repayable one month following drawdown. Drawdown is conditional upon approval of the Scheme.

- The fee in relation to the RBS bridging loan is £22,500. Legal fees of £9,000 plus VAT are also payable

- The HSBC overdraft has no fee payable as this is an existing facility which is due for renewal on 31 December 2014. The overdraft is secured by way of legal charges granted over the following properties:

(i) legal charge over Claydon Business Park, Great Blakenham given by Edward Le Bas Properties Limited;

(ii) fixed and floating charges over all the assets, goodwill, undertaking and uncalled capital of the Bidder, Edward Le Bas Limited and Edward Le Bas Properties Limited and I S & G Steel Stockholders Limited (the "Security Group"); and

(iii) as unlimited multilateral company guarantee given by the Security Group and others.

As part of the funding, Tex will refinance its existing facilities held with RBS/NatWest to a new invoice discounting facility with RBS with a facility limit of £4,500,000.

Following completion of the Offer and the Scheme, the Bidder intends to use cash resources available to Tex pursuant to its new invoice discounting facility to declare an exceptional dividend to the Bidder to enable the RBS bridging debt to be repaid.

Larking Gowen has confirmed that it is satisfied that sufficient resources are available to the Offeror to satisfy in full the total consideration payable under the terms of the Scheme.

Information on the Bidder

The Bidder's business, in addition to its current holding of shares in Tex, is the holding, letting and management of property. The Bidder anticipates that ownership within its Group of the whole of the share capital of Tex will enhance the Bidder's earning capacity. In the time immediately following the acquisition of Tex, the Bidder Group will be affected by the consolidation into it of Tex's balance sheet, the value of Tex's shares as an investment and the increased borrowing taken on to fund the acquisition.

The Tex Chairman ARB Burrows and his family and family trusts have since 1968 owned and controlled what is now constituted as the Le Bas Group. The holding of the Le Bas Group by the Burrows family is currently via a number of family trusts. These trusts control 22% of Le Bas Investment Trust directly with the remaining 78% of the Le Bas Investment Trust held by an intermediate holding company, Le Bas Limited, whose directors are ARB Burrows and his wife AM Burrows.

Le Bas Limited is itself wholly owned by The EB Burrows 2001 Settlement Trust; a trust whose settlors were ARB Burrows and his wife AM Burrows. The trustees of the EB Burrows 2001 Settlement Trust are AM Burrows, EB Burrows, HE Cobbald and E Caley. Other than its interest in Le Bas Limited, The EB Burrows 2001 Settlement Trust has no other assets and no material liabilities or commitments. The beneficiary of the trust is EB Burrows (the son of ARB Burrows) who has a life interest in the income of the trust.

In addition to its interest in Tex, Le Bas Investment Trust owns the whole of the issued share capital of Edward Le Bas Limited, which undertakes group management and administration functions and is also the holding company of Edward Le Bas Properties Limited, which owns and operates a substantial portfolio of real estate. Going forward Tex will be part of a group wholly beneficially owned by the Burrows family which will carry on Tex's current business as well as its own property activities.

Information on Tex

Tex was established in 1946 and listed on the Main Market in 1971. The Tex Group's principal activities are plastics injection moulding and tooling procurement, the manufacture and supply of proprietary piling equipment, engineering products and boards and panels. The names of subsidiaries and their principal activities are set out in section 12 of this document.

With the exception of the plastics division, which is made up of two operating subsidiaries and a shared overhead function, each of the Group's principal operating businesses are largely distinct from each other.

The largest division is focused on injection moulding of plastics from facilities in Derby and Barnstaple, Devon. The plastics division contributed approximately 59 per cent. of the Group's revenue for the financial year ended 31 December 2013, being the latest audited financial year and approximately 57 per cent. of revenues in 2012.

In revenue terms the Tex Group's second largest operating business is BSP International Foundations Limited ("BSP") which manufactures specialist piling and compaction engineering equipment for the ground engineering sector and sits within the Tex Group's engineering business. BSP recorded revenues in 2013 of approximately £6.3 million (2012: £5.4 million).

The engineering division also includes Tex Engineering (a manufacturer of road surfacing and associated equipment and spares and other bespoke engineered products and trailers); Eurotex (a marine diesel engine servicing, parts supply and technical support provider) and ATC (a subsidiary that design, manufacture and install air traffic control rooms and radio frequency blocking glass and design).

Rule 2.10

In accordance with Rule 2.10 of the Takeover Code, Tex confirms that it has 6,351,452 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange under ISIN GB0008850470.

Offer related arrangements

There are no offer-related arrangements entered into between the Bidder Group and Tex.

The Incentivisation Arrangements

There are no incentivisation arrangements in place between the Bidder and any Tex Shareholder.

No Profit Forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per Tex Share for current or future financial years will necessarily match or exceed the historical or published earnings per Tex Share.

The Scheme of Arrangement

It is intended that the Acquisition will be implemented by a Court sanctioned scheme of arrangement between Tex and the Scheme Shareholders under Part 26 of the Companies Act. The Scheme is a legal process under the Companies Act the purpose of which is to provide for the Bidder to become the owner of the entire issued and to be issued share capital of Tex. In order to achieve this, the Scheme Shares will be cancelled and the reserve arising from such cancellation will be used to pay up in full such number of New Tex Shares as is equal to the number of Scheme Shares and to issue those New Tex Shares to the Bidder. In consideration for this, the Scheme Shareholders will receive 100 pence in cash. The cancellation of the Scheme Shares and the subsequent issue of the New Tex Shares to the Bidder will result in Tex becoming a wholly-owned subsidiary of the Bidder.

The Scheme will be conditional upon, among other things, the Conditions and the further terms which are set out in full in Appendix 1 of this Announcement, and to be included in the Scheme Document, being satisfied (or where capable of waiver, waived by the Bidder).

To become effective, the Scheme will require, amongst other things, the approval by a majority in number of Scheme Shareholders (excluding the holders of the Excluded Scheme Shares) representing at least 75 per cent. or more in nominal value of the Tex Shares held by such Scheme Shareholders voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof), and the passing by Tex Shareholders representing at least 75 per cent. or more of the votes cast (either in person or by proxy) of a special resolution necessary to approve and implement the Scheme at the General Meeting (or any adjournment thereof). The General Meeting will be held immediately after the Court Meeting. Following the Court Meeting and the General Meeting, the Scheme must be sanctioned, and the Reduction of Capital must be confirmed, by the Court. The Scheme will become Effective on delivery of office copies of the Court Orders to the Registrar of Companies together with the Statement of Capital (or, if the Court so orders, upon registration by it of the Court Orders and the Statement of Capital).

All Tex Shareholders are entitled to attend the Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme and/or the confirmation of the Reduction of Capital.

If the Scheme becomes Effective, it will be binding on Tex and all holders of Tex Shares, including Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme.

Upon the Scheme becoming Effective:

- the CREST accounts of Tex Shareholders who hold their Tex Shares in uncertificated form will be credited with the cash they will receive in consideration for their Tex Shares; and

- the cash that Tex Shareholders who hold their Tex Shares in certificated form will receive in consideration for their Tex Shares will be despatched

in each case no later than 14 days after the Scheme Effective Date.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel and the London Stock Exchange.

Management, employees and locations

The Independent Directors have received assurances that the existing employment rights, including pension rights, of all Tex employees will be fully safeguarded on completion of the Offer. Le Bas Investment Trust Limited intends to carry out a review of Tex's operations to enable a successful transition to Le Bas Investment Trust Limited following completion of the Offer, but there is no current stated intention to redeploy the fixed assets of Tex, or to effect a material change in any conditions of employment of Tex employees.

Opening Position Disclosures and interests

Tex Directors

As at 28 May 2014, the interests, rights to subscribe for and short positions in respect of relevant securities of Tex held by the Tex Directors and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, are as follows:

· ARB Burrows is a trustee of and his son Brocas Burrows is the beneficiary of the EB Burrows 2001 Settlement which owns Le Bas Limited. Le Bas Limited is the ultimate holding company of Edward Le Bas Limited which holds 1,180,789 Tex Shares.

Name Number of Tex Shares

CA Parker 100

David Redhead 3,000

Mrs L Redhead 102

CD Palmer-Tomkinson 28,000

As at the last day of the disclosure period, the Tex Directors and their immediate families, related trusts and connected persons do not hold any interests, rights to subscribe for and short positions in respect of the relevant securities of the Bidder.

Bidder

The Bidder confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1 (a) of the Code.

As at the last day of the disclosure period, the Bidder owned 812,028 Tex Shares.

The Bidder is owned as to 78% of its issued share capital by Le Bas Limited, which in turn is wholly owned by the E B Burrows 2001 Settlement. The trustees of the E B Burrows 2001 Settlement are Hilde Cobbald, Elizabeth Caley, Brocas Burrows and Angela Burrows. Brocas Burrows is beneficially entitled to the income from the settlement. These persons have an indirect interest in the capital of Tex which exceeds 5%.

The remaining 22% of the Bidder is owned by Trustees of the A R Burrows 1994 Settlement, the Trustees of the A M Burrows 1994 Settlement, the Trustees of the A R Burrows 2008 Settlement and the Trustees of the A M Burrows 2008 Settlement. The trustees of each of these trusts are A R Burrows, and the beneficiaries are their grandchildren.

Edward Le Bas Limited, a wholly-owned subsidiary of the Bidder, currently owns 1,180,789 Tex shares. The trustees of the Edward Le Bas Limited Pension Scheme, in which Edward Le Bas Limited is the sponsoring employer and the Bidder is a participating employer, own 385,000 Tex shares. 

Mark Harrison's mother holds 4,000 shares, and his daughter owns 5,000 shares. Mark Harrison (who is a director of the Bidder) himself owns 110,734 shares via a nominee company, Minnowdown Limited.

In addition to the Tex Shares owned by the Bidder Group, Minnowdown Limited is considered to be part of the Bidder Concert Party and its shareholding will be Excluded Scheme Shares as a nominee company of Mark Harrison (a director of the Bidder) holding 110,734 Tex Shares which is a holding of 1.74% of the issued shares in Tex. The holders of Excluded Scheme Shares which are an aggregate holding of 1,291,523 Tex Shares will not be eligible to vote in relation to the resolution at the Court Meeting.

Overseas Shareholders

The distribution of this Announcement, to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements.

Delisting, cancellation of trading and re-registration

It is intended that, prior to the Scheme becoming Effective, a request will be made to the London Stock Exchange to cancel trading in Tex Shares on the Effective Date.

It is intended that, following the Scheme becoming Effective, Tex will be re-registered as a private limited company.

Share certificates in respect of the Tex Shares will cease to be valid and should be destroyed on the Scheme Effective Date. In addition, entitlements held within the CREST system to the Tex Shares will be cancelled on the Scheme Effective Date.

Expected timetable

Further details of the Scheme will be contained in the Scheme Document which is currently expected to be posted to Tex Shareholders on or before 11 June 2014, unless otherwise agreed with the Panel.

Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions to be taken by Tex Shareholders. It is currently expected that the Court Meeting and General Meeting will be held on or around 3 July 2014.

General

The bases of calculations and sources of certain financial information contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 4.

The Bidder reserves the right, with the consent of the Panel (where necessary), to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Tex (if, at the time of such Takeover Offer, the Bidder holds any Tex Shares such Tex Shares would not be subject to the Takeover Offer) as an alternative to the Scheme. In such an event a Takeover Offer will (unless otherwise determined by the Bidder and subject to the consent of the Panel) be implemented on substantially the same terms (so far as applicable), subject to appropriate amendments, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 of this Announcement regarding the acceptance condition for such an offer.

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 of this Announcement, and to be set out in the Scheme Document. The formal Scheme Document will be sent to Tex Shareholders (other than certain Overseas Shareholders) as soon as practicable and, in any event, within 28 days of the date of this Announcement.

Publications on websites

In accordance with rule 30.4 of the Code, copies of the following documents will by no later than 12 noon (London time) on the day following this announcement be published on www.tex-holdings.co.uk under the Bid Offer section until the end of the Offer Period:

-- a copy of this Announcement; and

-- the irrevocable undertakings referred to above.

In accordance with rule 30.4 of the Code, copies of the following documents will by no later than 12 noon (London time) on the day following this announcement be published on www.claydonbusinesspark.co.uk under the Corporate section until the end of the Offer Period:

-- a copy of this Announcement; and

-- the irrevocable undertakings referred to above.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The bases of calculations and sources of certain financial information contained in this Announcement, and certain additional financial and operational information, are set out in Appendix 2 to this Announcement. Details of the irrevocable undertakings in relation to the Acquisition are set out in Appendix 3 to this Announcement. Certain definitions and terms used in this Announcement are set out in Appendix 4 to this Announcement.

Larking Gowen, which is authorised and regulated in the United Kingdom by the ICAEW, is acting exclusively for the Bidder and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than the Bidder for providing the protections afforded to clients of Larking Gowen nor for providing advice in relation to the Acquisition or other matters referred to in this Announcement. Neither Larking Gowen nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Larking Gowen in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.

Westhouse Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Tex and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than Tex for providing the protections afforded to clients of Westhouse Securities nor for providing advice in relation to the Acquisition or other matters referred to in this Announcement. Neither Westhouse Securities nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Westhouse Securities in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Tex are advised to read carefully the formal documentation in relation to the Acquisition once it has been published. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme and the resolutions to be proposed at the General Meeting. Any action taken in respect of the Acquisition should be made only on the basis of the information in the Scheme Document.

The Bidder reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In such event, any Takeover Offer will (unless otherwise determined by the Bidder and subject to the consent of the Panel) be implemented on substantially the same terms (so far as applicable), subject to appropriate amendments, as those which would apply to the Scheme.

Overseas jurisdictions

Information for US Holders

US Holders should note that the Offer relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US proxy solicitation or tender offer rules. The financial information included in this document has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidder exercises its right to implement the acquisition of the Tex Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations to the extent applicable.

The receipt of cash pursuant to the Offer by a US Holder as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Tex Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidder and Tex are located in countries other than the US and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Information for all Overseas Shareholders

The release, publication or distribution of this document in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This document has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents have been prepared in accordance with the laws of jurisdictions outside of England.

Neither this document nor the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Unless otherwise determined by Bidder and Tex or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all other documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer and implications of the Scheme for Overseas Shareholders may be affected by the laws of the relevant jurisdiction in which they reside. Such Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdictions. If any Overseas Shareholder remains in any doubt, he should consult an appropriate independent professional adviser in his relevant jurisdiction without delay.

It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in which they reside in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

Forward Looking Statements

This document (including information incorporated by reference in this document), oral statements made regarding the Offer and other information published by Bidder and Tex contain statements which are, or may be deemed to be, "forward looking statements". Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidder and Tex about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. The forward looking statements contained in this document include statements relating to the expected effects of the Offer on Bidder and Tex, the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Although Bidder and Tex believe that the expectations reflected in such forward looking statements are reasonable, Bidder and Tex can give no assurance that such expectations will prove to be correct. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as: local and global political and economic and general financial market conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidder nor Tex, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

All subsequent oral or written forward-looking statements attributable to Bidder or Tex or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither Bidder or Tex is under any obligation, and Bidder and Tex expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror during the Offer Period.

A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

A copy of this Announcement will be available free of charge at www.tex-holdings.co.uk under the Investor Relations section by no later than 12 noon (London time) on the day following this announcement.

APPENDIX 1

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION Part A: Conditions to the Scheme and the Acquisition

 1. The Offer is conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than the Long Stop Date or such later date (if any) as the Bidder and Tex may, with the consent of the Panel, agree and (if required) the Court may approve.

2.

The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number of the Scheme Shareholders (excluding the shareholders holding the Excluded Scheme Shares) who are on the register of members of Tex at the Scheme Voting Record Time present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders at the Court Meeting (or at any adjournment thereof) and such Court Meeting being held no later than 4 June 2014 or such later date (if any) as Bidder and Tex may agree;

(b) all resolutions in connection with and required to approve and implement the Scheme, as set out in the notice of the General Meeting (including, without limitation, the Special Resolution), being duly passed by the requisite majorities at the General Meeting (or at any adjournment thereof) and such General Meeting being held no later than 4 June 2014 or such later date (if any) as Bidder and Tex may agree;

(c) the sanction of the Scheme and the confirmation of the Capital Reduction involved therein by the Court (in either case, without modification or with modification on terms acceptable to Bidder and Tex);

(d) the delivery of office copies of the Court Order (with the Statement of Capital attached thereto) to the Registrar of Companies; and

(e) in relation to the Capital Reduction, if required by the Court, the Court Order being registered by the Registrar of Companies.

3. In addition, Bidder and Tex have agreed that, subject as stated in Part B below, the Offer is conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

(a) no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party, in each case which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition by Bidder or any member of the Bidder Group of any shares or other securities in, or control or management of, Tex or any member of the Tex Group void, illegal or unenforceable under the laws of any relevant jurisdiction, or to otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Offer or such acquisition, or otherwise impede, challenge or interfere with the Offer or such acquisition, or require amendment to the terms of the Offer or the acquisition or proposed acquisition of any Tex Shares or the acquisition of control or management of Tex or the Tex Group by Bidder or any member of the Bidder Group;

(ii) limit or delay, or impose any material limitations on, the ability of any member of the Bidder Group or any member of the Tex Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Tex Group or any member of the Bidder Group;

(iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Bidder Group of any shares or other securities in Tex;

(iv) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Bidder Group or by any member of the Tex Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

(v) except pursuant to sections 974 to 991 of the Companies Act, require any member of the Bidder Group or of the Tex Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party (other than in connection with the implementation of the Scheme or Offer);

(vi) limit the ability of any member of the Bidder Group or of the Tex Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Bidder Group or of the Tex Group;

(vii) result in any member of the Tex Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) otherwise adversely affect any or all of the business, assets, profits, financial or trading position of any member of the Tex Group or of the Bidder Group

to an extent in each case which is material in the context of the Tex Group or the Bidder Group in each case taken as a whole and all applicable waiting and other time periods (including any extensions thereof) during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

(b) all material notifications and material filings which are necessary in connection with the Offer having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory or material regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Tex or any other member of the Tex Group by any member of the Bidder Group or the carrying on by any member of the Tex Group of its business;

(c) all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Tex or any other member of the Tex Group by any member of the Bidder Group or the carrying on by any member of the Tex Group of its business having been obtained, in terms and in a form reasonably satisfactory to Bidder, from all appropriate Third Parties or from any persons or bodies with whom any member of the Tex Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect at the time the Offer becomes wholly unconditional and there being no notice of any intention to revoke, suspend, restrict, modify or not to renew any of the same, in each case where the absence of such Authorisation would have a material adverse effect on the Tex Group or the Bidder Group in each case taken as a whole;

(d) since 31 December 2013 and except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Tex 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, in each case, as a consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Tex or any other member of the Tex Group by any member of the Bidder Group or otherwise, would or might reasonably be expected to result in, to an extent in each case which is or would be material in the context of the Tex Group taken as a whole;

(e) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Tex Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Tex Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(f) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Tex Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(g) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Tex Group thereunder, being or becoming capable of being terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(h) any asset or interest of any member of the Tex Group being or falling to be disposed of or charged or ceasing to be available to any member of the Tex Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Tex Group in each case other than in the ordinary course of business;

(i) any member of the Tex Group ceasing to be able to carry on business under any name under which it presently does so;

(j) the creation of liabilities (actual or contingent) by any member of the Tex Group other than to trade creditors or other liabilities incurred in the ordinary course of business;

(k) the rights, liabilities, obligations or interests of any member of the Tex Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(l) the financial or trading position or the value of any member of the Tex Group being prejudiced or adversely affected, and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument would or might reasonably be expected to, result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this Condition (d), to an extent in each case which is material in the context of the Tex Group taken as a whole;

(m) since 31 December 2013 and except as Disclosed, no member of the Tex Group having:

(i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than as between Tex and any of its wholly owned subsidiaries or between such subsidiaries and any shares issued or shares transferred from treasury upon the exercise of any options granted under any of the Tex Share Schemes;

(ii) purchased, redeemed or repaid any of its own shares or other securities or reduced or except in respect of the matters mentioned in sub-paragraph (e)(i) above, made any other change to any part of its share capital other than pursuant to the implementation of the Scheme or Offer;

(iii) (save for the interim dividend of 1.5 pence per Tex Share paid on 7 October 2013 and the final dividend of 2.5 pence recommended in the Tex annual report and accounts 2013,) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Tex or a wholly owned subsidiary of Tex);

(iv) other than as between Tex and any of its wholly owned subsidiaries or between such subsidiaries, made or authorised any change in its loan capital;

(v) except for transactions in the ordinary course of business or between Tex and any of its wholly-owned subsidiaries or between such subsidiaries, merged with, demerged or acquired anybody corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same, to an extent in each case which is material in the context of the Tex Group taken as a whole;

(vi) issued or authorised the issue of, or made any change in or to, any debentures or become subject to any contingent liability or incurred or increased any indebtedness (other than trade credit incurred in the ordinary course of business) other than as between Tex and any of its wholly owned subsidiaries or between such subsidiaries, to an extent in each case which is material in the context of the Tex Group taken as a whole;

(vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude;

(B) is reasonably likely to restrict the business of any member of the Tex Group; or

(C) is other than in the ordinary course of business

to an extent in each case which is material in the context of the Tex Group taken as a whole;

(viii) other than pursuant to the Offer (and except for transactions in the ordinary course of business or between Tex and any of its wholly owned subsidiaries or between such subsidiaries), entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Tex Group, to an extent in each case which is material in the context of the Tex Group taken as a whole;

(ix) entered into or varied the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Tex Group;

(x) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction, to an extent in each case which is material in the context of the Tex Group taken as a whole;

(xi) 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;

(xii) other than in respect of claims between Tex and any wholly-owned subsidiaries of Tex, waived or compromised any claim which is material in the context of the Tex Group taken as a whole;

(xiii) other than as a result of the Special Resolution, made any alteration to its memorandum or articles of association;

(xiv) made or agreed or consented to:

(A) any material change to:

(I) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants;

(II) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(III) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

(IV) the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made, or

(B) any change to the trustees including the appointment of a trust corporation;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Tex Group (in a manner which is material in the context of the Tex Group taken as a whole); or

(xvi) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or announced any intention with respect to any of the transactions, matters or events referred to in this Condition (e);

(m) since 31 December 2013 and except as Disclosed:

(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit of any member of the Tex Group to an extent in each case which is material in the context of the Tex Group taken as a whole;

(ii) no contingent or other liability of any member of the Tex Group having arisen or become apparent or increased, other than in the ordinary course of business, to an extent in each case which is material in the context of the Tex Group taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Tex Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Tex Group to an extent in each case which is material in the context of the Tex Group taken as a whole;

(iv) other than as a result of the Offer, no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Tex Group to an extent in each case which is material in the context of the Tex Group taken as a whole; and

(v) no member of the Tex Group having conducted its business in breach of any applicable laws and regulations to an extent in each case which is material in the context of the Tex Group taken as a whole;

(n) Save as Disclosed, Bidder not having discovered:

(i) that any financial or business or other information concerning the Tex Group disclosed publicly at any time by or on behalf of any member of the Tex Group is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the Announcement Date by disclosure either publicly or otherwise to Bidder, to an extent which is material in the context of the Tex Group taken as a whole;

(ii) that any member of the Tex Group is, other than in the ordinary course of business, subject to any liability (actual or contingent) which is not disclosed in Tex's annual report and accounts for the financial year ended 31 December 2013 to an extent which is material in the context of the Tex Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Tex Group to an extent which is material in the context of the Tex Group taken as a whole;

(o) Save as Disclosed, Bidder not having discovered:

(i) that any past or present member of the Tex Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Tex Group to an extent in each case which is material in the context of the Tex Group taken as a whole;

(ii) that there is, or is reasonably likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Tex Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise to an extent in each case which is material in the context of the Tex Group taken as a whole; or

(iii) that circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Tex Group to an extent in each case which is or would be material in the context of the Tex Group taken as a whole; and

(p) since 31 December 2013 and except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Tex Group or to any third parties, including:

(i) any member of the Tex Group losing its title to any intellectual property or any intellectual property owned by the Tex Group being revoked, cancelled or declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by any member of the Tex Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the Tex Group infringed the intellectual property rights of a third party or any member of the Tex Group being found to have infringed the intellectual property rights of a third party, in each case to an extent which is material in the context of the Tex Group taken as a whole.

For the purpose of these Conditions a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same) or made, proposed or enacted any statute, regulation, decision or order (and, in each case, not having withdrawn the same) or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly.

Part B: Certain further terms of the Acquisition

Subject to the requirements of the Panel, Bidder reserves the right in its sole discretion to waive:

(a) the deadlines set out in Condition 2 for the timing of the Court Meeting and the General Meeting; and

(b) all or any of Conditions 3(a) to 3(i) (inclusive) in whole or in part

(c) and to proceed with the Scheme prior to the fulfilment, satisfaction or waiver of any of the Conditions 3(a) to 3(i) (inclusive).

Bidder shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of conditions 3(a) to 3(i) (inclusive) by a date earlier than the latest date specified above for the fulfilment of that condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

Bidder reserves the right to elect to implement the Offer by way of a takeover offer (as defined in Part 28 of the Companies Act), subject to the Panel's consent. In such event, such takeover offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lower percentage (being more than 50 per cent.) as Bidder may decide (in each case, subject to the Panel's consent)) of the shares to which such takeover offer relates, so far as applicable, as those which would apply to the Scheme ("Takeover Offer Acceptance Condition").

If the Panel requires Bidder to make an offer or offers for any Tex Shares under the provisions of Rule 9 of the Code, Bidder may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

The Offer is subject, inter alia, to the Conditions and certain further terms which are set out in this Part 3 and such further terms as may be required to comply with the Main Market Rules and the provisions of the Code.

The Offer will lapse if the acquisition of Tex by Bidder is referred to the Competition Commission before the date of the Court Meeting meaning that not only will the offer cease to be capable of further acceptance but also that shareholders and the Bidder will therefore cease to be bound by prior acceptances.

Save to the extent they are cancelled pursuant to the Scheme, Tex Shares will be acquired by Bidder fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this document.

This document and any rights or liabilities arising hereunder, the Offer, the Scheme and any proxies are governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Under Rule 13.5 of the Code, Bidder may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidder in the context of the Offer and the Panel consents to such right being invoked. The Conditions contained in paragraphs 1 and 2 are not subject to this provision of the Code.

Under Rule 13.6 of the Code, Tex may not invoke, or cause or permit Bidder to invoke, any Condition unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Tex Shareholders in the context of the Offer.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

APPENDIX 2

SOURCES AND BASES OF CALCULATION

Save as otherwise stated, the following constitute the sources and bases of certain information referred to in the announcement:

1. Financial information relating to Tex has been extracted or derived (without adjustment) from the audited consolidated financial statements of the Tex Group for the financial year ended 31 December 2013.

2. Unless otherwise stated, all Closing Prices for Tex Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List.

3. The premium calculations per Tex Share have been calculated by reference to closing middle market quotations derived from the London Stock Exchange Daily Official List.

4. All share prices are expressed in pence and all percentages have been rounded to one decimal place.

APPENDIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

Tex Director Irrevocable Undertakings

Name of Tex director No. of Tex Shares Percentage of Tex issued share capital

Christopher Palmer-Tomkinson 28,000 0.44%

Christopher Parker 100 0.00157 %

David Redhead 3,000 0.05%

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this document, other than in Part 6 of this document and the notices of the Shareholder Meetings, unless the context requires otherwise:

For the purposes of this document, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this document.

In this Announcement, references to the singular include the plural and vice versa, unless the context otherwise requires. All references to time in this Announcement are to London time.