Offer forDruck Holdings-Part2

General Electric Company
10 May 2002

General Electric Company
10 May, 2002

PART 2

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFERS

The Offers, which will be made by JPMorgan on behalf of GEMST, will comply with
the Rules and Regulations of the London Stock Exchange and the Code and will be
governed by English law and subject to the jurisdiction of the Courts of England
and will be subject to the terms and conditions set out below and the further
terms to be set out in the Offer Document and the Forms of Acceptance.

Conditions of the Ordinary Offer

1. The Ordinary Offer will be subject to the following conditions:

(a)     valid acceptances of the Ordinary Offer being received (and not, where
permitted, withdrawn) by 3.00 p.m. (London time) on the First Closing Date (or
such later time(s) and/or date(s) as GEMST may, subject to the rules of the
Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as GEMST may decide) in nominal value of the Druck Ordinary Shares to
which the Ordinary Offer relates, provided that this condition will not be
satisfied unless GEMST shall have acquired or agreed to acquire, directly or
indirectly, whether pursuant to the Ordinary Offer or otherwise, Druck Shares
carrying in aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of Druck and provided further that this
condition shall not be capable of being satisfied prior to the First Closing
Date of the Ordinary Offer (which shall not be earlier than 21 days from the
date that the Offer Document is posted).  

For the purposes of this condition:

(i)     Druck Ordinary Shares which have been unconditionally allotted shall to
the extent (if any) required by the Panel be deemed to carry the voting rights
they will carry upon their being entered in the register of members of Druck;

(ii)     the expression 'Druck Ordinary Shares to which the Ordinary Offer
relates' shall be construed in accordance with sections 428 to 430F of the
Companies Act 1985; and

(iii)     valid acceptances shall be treated as having been received in respect
of any Druck Ordinary Shares which GEMST and/or its subsidiaries shall, pursuant
to section 429(8) of the Companies Act, be treated as having acquired or
contracted to acquire by virtue of acceptances of the Ordinary Offer;

(b)     valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. on the First Closing Date of the 'A' Ordinary Offer
(or such later time(s) and/or date(s) as GEMST may, subject to the rules of the
Code, decide) in respect of not less than 90 per cent. (or such lower percentage
as GEMST may decide) in nominal value of the Druck 'A' Ordinary Shares to which
the 'A' Ordinary Offer relates.

For the purposes of this condition: 

(i)     the expression 'Druck 'A' Ordinary Shares to which the 'A' Ordinary
Offer relates' shall be construed in accordance with sections 428 to 430F of the
Companies Act 1985; and

(ii)     valid acceptances shall be treated as having been received in respect
of any Druck 'A' Ordinary Shares which GEMST and/or its subsidiaries shall,
pursuant to section 429(8) of the Companies Act, be treated as having acquired
or contracted to acquire by virtue of acceptances of the 'A' Ordinary Offer;

(c)     it having been indicated, in terms reasonably satisfactory to GEMST,
that it is not the intention of the Secretary of State for Trade and Industry to
refer the proposed acquisition of Druck by GEMST or any matter related thereto
or arising therefrom to the Competition Commission;

(d)     all notifications, filings and applications which are necessary in the
United States having been made and all applicable waiting periods (including any
extensions thereof), (including under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (as amended) and the regulations thereunder) having
expired, lapsed or been terminated (as appropriate) in each case in respect of
the Offers and the acquisition of control of Druck by GEMST;

(e)     the passing at an Extraordinary General Meeting of Druck of a resolution
to alter the Articles of Association of Druck so as to alter the restrictions on
transfer of 'A' Ordinary Shares currently contained in Article 3.3 and the
consent to or sanction of such resolution by holders of Druck 'A' Ordinary
Shares in accordance with Article 4 of Druck's Articles of Association;

(f)     no relevant authority having, without the consent or agreement of GEMST
prior to the date the Ordinary Offer becomes otherwise unconditional in all
respects, decided to take, institute or implement, and there not continuing to
be outstanding, any action, proceeding, suit, investigation, enquiry or
reference, and no relevant authority having required any action to be taken or
otherwise having done anything or having enacted, made or proposed any statute,
regulation, decision or order in each case which would or would be reasonably
likely to:

(i)     make the Ordinary Offer, its implementation or the acquisition by GEMST
of any Druck Shares, or the proposed acquisition of control of any member of the
Wider Druck Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction or otherwise directly or indirectly in any material
respect restrain, restrict, prohibit, delay or otherwise interfere with the
implementation of, or impose additional conditions or obligations which are
materially adverse with respect to, or otherwise challenge, interfere with or
require amendment in any material respect of the Ordinary Offer or the 'A'
Ordinary Offer, their implementation or the acquisition of any Druck Shares or
the proposed acquisition of control of any member of the Wider Druck Group by
any member of the Wider GE Group;

(ii)     require a divestiture by any member of the Wider GE Group of any of the
shares in Druck or any member of the Wider Druck Group;

(iii)     require a divestiture by any member of the Wider GE Group or by any
member of the Druck Group, in any such case, of all or any part of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct all or any portion of their respective
businesses (or any of them) or to own all or any portion of their respective
assets or properties, which in any such case is material in the context of the
Druck Group or the Wider GE Group, as the case may be and which, in the case of
the Wider GE Group, arises as a result of the making of the Offers;

(iv)     impose any material limitation on, or result in a material delay in,
the ability of any member of the Wider GE Group to acquire or to hold or to
exercise effectively, directly or indirectly, all or any rights of ownership in
respect of shares of other securities (or the equivalent) in any member of the
Wider Druck Group or on the ability of any such member to hold or exercise
effectively any rights of ownership of shares or other securities in or to
exercise management control over any member of the Wider Druck Group;

(v)     save pursuant to the Ordinary Offer or 'A' Ordinary Offer or Part XIIIA
of the Companies Act, require any member of the Wider GE Group or of the Wider
Druck Group (in the case of the Wider GE Group as a result of the making of the
Offers) to acquire, or offer to acquire, any shares or other securities (or the
equivalent) in any member of the Wider Druck Group or any undertaking owned by
any third party or to sell, or to offer to sell, any shares or other securities
(or the equivalent) in or any undertaking owned by any member of the Wider Druck
Group or the Wider GE Group;

(vi)     result in any member of the Wider Druck Group or the Wider GE Group
ceasing to be able to carry on business under any name which it presently does
so where such cessation would have a material adverse effect on the Wider GE
Group or the Wider Druck Group (as the case may be) taken as a whole and, in the
case of the Wider GE Group, where the requirement for such cessation arises as a
result of the making of the Offers; or

(vii)     otherwise (and in the case of the Wider GE Group,  as a result of the
making of the Offers) affect adversely any or all of the business, assets or
profits of any member of the Wider GE Group or any member of the Wider Druck
Group in any way which would be material in the context of the Wider GE Group or
the Wider Druck Group (as the case may be) taken as a whole, 

and all applicable waiting and other time periods (including any extension
thereof) during which any relevant authority could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation, enquiry
or reference or any other step under the laws of any jurisdiction having
expired, lapsed or been terminated;

(g)     all notifications, filings and applications, including such
notifications, filings and applications as may be required to national or
supranational merger authorities, having been made and all applicable waiting
and other time periods (including any extensions thereof) under any applicable
legislation and regulations in any jurisdiction having expired, lapsed or been
terminated in each case as may be necessary in connection with the Ordinary
Offer and the 'A' Ordinary Offer or their implementation or the acquisition by
any member of the Wider GE Group of any shares or other securities (or the
equivalent) in, or control of, Druck or any member of the Wider Druck Group and
all authorisations and determinations necessary in any jurisdiction for or in
respect of the Ordinary Offer and the 'A' Ordinary Offer or their
implementation or the acquisition or the proposed acquisition of any shares or
other securities (or the equivalent) in, or control of, Druck or any member of
the Wider Druck Group by any member of the Wider GE Group having been obtained
on terms and in a form reasonably satisfactory to GEMST from all relevant
authorities and all such authorisations and determinations remaining in full
force and effect and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such authorisations and
determinations at the time at which the Ordinary Offer becomes or is declared
otherwise wholly unconditional, provided that such authorisations and
determinations shall not impose any material conditions or require the taking or
refraining from taking of any material action by any member of the Wider GE
Group or any member of the Wider Druck Group;

(h)     except as disclosed in writing by Druck to GEMST prior to 10 May 2002 or
as specifically disclosed in the Druck Annual Report and Accounts for the year
ended 31 March 2001 or the Druck Interim Results, there being no provision of
any arrangement, agreement, licence, permit, lease, franchise or other
instrument to which any member of the Wider Druck Group is a party or by or to
which any such member or any of its respective assets is or may be bound,
entitled or be subject which, as a consequence of the Ordinary Offer and the
'A' Ordinary Offer or the acquisition or the proposed acquisition by any member
of the GE Group of any shares or other securities (or the equivalent) in Druck
or because of a change in the control of any member of the Druck Group, would or
might reasonably be expected to result in:

(i)     any material amount of monies borrowed by, or any other material
indebtedness, actual or contingent, of or any material grant available to any
member of the Wider Druck Group being or becoming repayable, or capable of being
declared repayable immediately or prior to its or their stated maturity or
repayment date, or the ability of any such member to borrow any material amount
of monies or incur any material indebtedness being or becoming capable of being
withdrawn or inhibited;

(ii)     the rights, liabilities, obligations, interests or business of any
member of the Wider Druck Group under any such arrangement, agreement, licence,
permit, lease, franchise or instrument being or becoming capable of being
terminated or adversely modified or affected in any material respect or any
onerous obligation or any liability arising or any adverse action being taken
thereunder which in any such case is material in the context of the Wider Druck
Group taken as a whole;

(iii)     any member of the Wider Druck Group ceasing to be able to carry on any
business which is material to the Wider Druck Group under any name under which
it presently does so;

(iv)     any material asset, property or interest of, or any material asset the
use of which is enjoyed by, any member of the Wider Druck Group being or falling
to be disposed of or charged in any manner howsoever or any right arising under
which any such asset or interest could be required to be disposed of or charged,
in each such case other than in the ordinary course of business;

(v)     the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any member of the Wider Druck Group or any such mortgage, charge or other
security interest (whether existing or having arisen) becoming enforceable or
being enforced;

(vi)     the respective financial or trading position or prospects of any member
of the Wider Druck Group being prejudiced or adversely affected in a manner
which is material in the context of the Druck Group taken as a whole;

(vii)     the creation or assumption of any liability (actual or contingent) by
any member of the Wider Druck Group which liability is outside the ordinary
course of business and is material in the context of the Wider Druck Group taken
as a whole; or

(viii)     any member of the Wider Druck Group being required to acquire or
repay any shares for a material value in and/or material indebtedness of any
member of the Wider Druck Group owned by any third party;

(i)     no member of the Wider Druck Group having since 30 September 2001 (being
the date to which the Druck Interim Results were made up), except as disclosed
in the Druck Interim Results or as publicly announced through an approved
primary information provider (within the meaning of Schedule 12 to the Listing
Rules; PIP) or the Company's Announcements Office of the London Stock Exchange
or save as disclosed in writing by Druck to GEMST prior to 10 May 2002:

(i)     issued or agreed to issue or authorised or proposed 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 (save as between Druck and wholly-owned subsidiaries
of Druck and save for the issue of Druck Shares on the exercise of options
granted under the Druck Share Option Schemes before 10 May 2002 in the ordinary
course);

(ii)     recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus in respect of shares, dividend or other distribution
whether payable in cash or otherwise (other than to Druck or one of its
wholly-owned subsidiaries) apart from the Proposed Dividend;

(iii)     (save for transactions between members of the Druck Group) made any
change in its loan capital or effected or implemented any merger or demerger or,
other than in the ordinary course of business, acquired, disposed of,
transferred, mortgaged, charged or granted security over any body corporate,
partnership or business or any asset or any right, title or interest in any
asset (including shares and trade investments) or authorised, proposed or
announced any intention to do so other than in the ordinary course of business;

(iv)     issued, authorised or proposed the issue of any debentures or (save for
transactions between members of the Druck Group or transactions carried out by
members of the Druck Group in the ordinary course of business) incurred or
increased any indebtedness or become subject to any contingent liability which
in any case is material in the context of the Wider Druck Group taken as a
whole;

(v)     entered into or varied or announced its intention to enter into or vary
any contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a loss-making, long term or
unusual nature or magnitude, or which involves or could reasonably be expected
to involve an obligation of such a nature or magnitude and which is other than
in the ordinary course of business and which is material in the context of the
Wider Druck Group;

(vi)     other than as agreed with GEMST, entered into or varied or made any
offer (which remains open for acceptance) to enter into or change the terms of
any contract, service agreement or arrangement with any director of Druck;

(vii)     implemented, effected or authorised, proposed or announced its
intention to implement, effect, authorise or propose any reconstruction,
amalgamation, or scheme or other transaction, commitment, arrangement or
contract which would be materially restrictive on the business of the Wider
Druck Group or the Wider GE Group taken as a whole;

(viii)     purchased, redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital save for any
issue of Druck Shares pursuant to the Druck Share Schemes;

(ix)     waived or compromised any claim other than in the ordinary course of
business and where such claim is material to the Wider Druck Group;

(x)     made any alteration to its memorandum or articles of association or
other constitutional documents, save as described in 1(e) above;

(xi)     taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it for its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of any administrator,
receiver, administrative receiver, trustee or similar officer of all or any of
its assets or revenues;

(xii)     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;

(xiii)     entered into any contract, commitment or agreement or passed any
resolution or made any offer (which remains open for acceptance) with respect
to, or authorised or announced any intention to effect or propose, any of the
transactions, matters or events referred to in this condition; 

(xiv)     made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees including the appointment of a trust corporation;

(xv)     terminated any agreement between any member of the Wider Druck Group
and any other person which is or was material in the context of the Wider Druck
Group taken as a whole; or

(xvi)     proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other group benefit relating to the employment or
termination of employment of any person employed by the Wider Druck Group, in
any case in a manner which is material in the context of the Wider Druck Group;

(j)     since 30 September 2001, except as specifically disclosed in the Druck
Interim Results or otherwise publicly announced through a PIP or the Company's
Announcements Office of the London Stock Exchange or as disclosed in writing to
GEMST prior to 10 May 2002:

(i)     there having been no receiver, administrative receiver or other
encumbrancer appointed over the assets of any member of the Wider Druck Group or
any analogous proceedings or steps having taken place under the laws of any
jurisdiction;

(ii)     there having been no adverse change in the business, financial or
trading position or profits or prospects of any member of the Wider Druck Group
which is material in the context of the Wider Druck Group taken as a whole;

(iii)     no litigation, arbitration proceedings, prosecution or other legal
proceedings having been announced or instituted by or against or remaining
outstanding against any member of the Wider Druck Group or to which any member
of the Wider Druck Group is or may become a party (whether as plaintiff or
claimant or defendant or otherwise) which is material in the context of the
Wider Druck Group taken as a whole and no enquiry or investigation by or
complaint or reference to any relevant authority having been threatened,
announced or instituted or remaining outstanding, against or in respect of any
member of the Wider Druck Group which is material in the context of the Wider
Druck Group taken as a whole; 

(iv)     no contingent or other liability having arisen which would be
reasonably likely to adversely affect the business, financial or trading
position or profits or prospects of any member of the Wider Druck Group and
which is outside the ordinary course of business and is material in the context
of the Wider Druck Group taken as a whole; or 

(v)     no material claim being made under the insurance of any member of the
Wider Druck Group;

(k)     GEMST not having discovered that:

(i)     any financial, business or other information concerning the Wider Druck
Group publicly disclosed or disclosed to or on behalf of any member of the Wider
GE Group at any time between 8 April and 10 May 2002 by or on behalf of any
member of the Wider Druck Group is misleading, contains a misrepresentation of
fact or omits to state a fact necessary to make the information contained
therein not misleading to an extent which is in any such case material in the
context of the Wider Druck Group;

(ii)     any present member of the Wider Druck Group is subject to any
liability, contingent or otherwise, which is not disclosed in the Druck Interim
Results and which is outside the ordinary course of business and is material in
the context of the Wider Druck Group;

(l)     GEMST not having discovered that:

(i)     there has been an emission, disposal, discharge, deposit, spillage or
leak of waste or hazardous or harmful substances on or about or from any
property now or previously owned, occupied or made use of by any past or present
member of the Wider Druck Group which would be likely to give rise to any
liability (whether actual or contingent) or cost on the part of any member of
the Wider Druck Group which is material in the context of the Wider Druck Group;

(ii)     circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any process of manufacture or
materials used therein now or previously by any past or present member of the
Wider Druck Group which is material in context of the Wider Druck Group.

For the purposes of these conditions:

'authorisations' means authorisations, orders, grants, recognitions,
certifications, confirmations, consents, licences, clearances, exemptions,
permissions and approvals;

'relevant authority' means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, court, stock exchange or environmental body;

'Wider Druck Group' means Druck and its subsidiary undertakings, associated
undertakings and any other undertaking or partnership or company in which Druck
and such undertakings (aggregating their interests) have a substantial interest;
and

'Wider GE Group' means GE and its subsidiary undertakings, associated
undertakings and any other undertaking or partnership or company in which GE and
such undertakings (aggregating their interests) have a substantial interest and,
for the purposes of this paragraph and the paragraph relating to 'Wider Druck
Group' above, 'subsidiary undertaking', 'associated undertakings', 'holding
company' and 'undertaking' have the meanings given by the Companies Act (but
for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies
Act) and 'substantial interest' means a direct or indirect interest in 20 per
cent. or more of the equity share capital (as defined in that Act) of any
undertaking.

For the purposes of conditions h(i), (iv), (v) and (viii) and j(v): 'material'
shall be construed as being material in the context of the Wider Druck Group or
the Wider GE Group (as the case may be).

GEMST reserves the right (but shall be under no obligation) to waive all or any
of conditions (c), (d), (f) to (l) inclusive, in whole or in part. GEMST
reserves the right, subject to the consent of the Panel, to extend the time
allowed under the Code for satisfaction of conditions (a) and (b) until such
time as conditions (c) to (l) inclusive have been satisfied, fulfilled or
waived. GEMST shall be under no obligation to waive, to determine to be or treat
as fulfilled any of conditions (c) to (l) inclusive by a date earlier than the
date specified above for the fulfilment thereof notwithstanding that the other
conditions of the Ordinary Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.

If GEMST is required by the Panel to make an offer for Druck Ordinary Shares or
Druck 'A' Ordinary Shares under the provisions of Rule 9 of the Code, GEMST may
make such alterations to the above conditions of the Offer, including conditions
(a) and (b), as are necessary to comply with the provisions of that Rule.

2.     Except with the consent of the Panel, the Ordinary Offer will lapse if it
(or any matter arising therefrom) is referred to the Competition Commission
before the later of 3.00 p.m. on the First Closing Date and the date on which
the Offer become(s) or is declared unconditional as to acceptances. The Ordinary
Offer will lapse unless all the conditions have been fulfilled or (if capable of
being waived) waived or, where appropriate, have been determined by GEMST to be
or remain satisfied by no later than 3.00 p.m. on the day falling 21 days after
the latest of the First Closing Date and the date on which the Ordinary Offer
becomes or is declared unconditional as to acceptances or such later date as the
Panel may agree. If the Ordinary Offer lapses the Ordinary Offer will cease to
be capable of further acceptance and persons accepting the Ordinary Offer and
GEMST will cease to be bound by Forms of Acceptance submitted on or before the
time when the Ordinary Offer lapses.

3.     The Druck Shares, which are the subject of the Ordinary Offer and the
'A' Ordinary Offer, will be acquired fully paid and free from all liens,
charges, equities, equitable interests, encumbrances, rights of pre-emption or
other third party rights of any nature and together with all rights attaching
thereto, including the right to receive all dividends and other distributions
declared, paid or made after 10 May 2002 apart from the Proposed Dividend.


Condition of the 'A' Ordinary Offer

The 'A' Ordinary Offer will be conditional upon the Ordinary Offer becoming or
being declared unconditional in all respects and, if the Ordinary Offer lapses,
will lapse at the same time and GEMST and persons accepting the 'A' Ordinary
Offer will cease to be bound by Forms of Acceptance submitted on or before the
time when the 'A' Ordinary Offer thereby lapses.  

APPENDIX II

FINANCIAL EFFECTS OF ACCEPTANCE OF THE OFFERS 

The following table shows, for illustrative purposes only, and on the bases and
assumptions set out in the notes below, the financial effects of acceptance of
the Offers on capital value and investment income for an accepting holder of one
Druck Ordinary or 'A' Ordinary Share on the Offers becoming or being declared
wholly unconditional:

a. Increase in capital value under the terms of the Offers

Notes Capital Value (p)

Value of one Druck Share . . . . . . . . . . . . . . . . . . . . . . . . . . ..(i)  300
Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 350
Increase in capital value . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . 50
Percentage increase in capital value . . . . . . . . . . . . . . . . . . . . . .. 16.7%

b. Increase in investment income under the terms of the Offers

Notes Gross Income (p)

Investment income from re-investment of cash consideration . . . . . . . . . . (ii) 18.3
Gross dividend income on one Druck Share . . . . . . . . . . . . . . . . . . . (iii) 2.8
Increase in income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15.5
Percentage increase in investment income . . . . . . . . . . . . . . . . . . . .  553.6%

Notes:

(i) The value of a Druck Share is based on the Closing Price on 8 May, 2002 (the
last business day prior to the movement in the price of the Druck Ordinary
Shares which led to an announcement on 9 May 2002 that Druck was in talks that
might lead to an offer for the company).

(ii) The gross income from the cash consideration has been calculated on the
assumption that the cash is re-invested so as to yield 5.23 per cent. per annum,
being the FTSE Actuaries Government Securities Index gross redemption yield for
UK gilts of maturities of up to five years as published in the Financial Times
on 9 May 2002 (the latest date prior to publication of this announcement).

(iii) The gross dividend income on one Druck Share is based on the special
interim dividend of 2 pence and an interim dividend of 0.8 pence paid for the
six months ended 30 September 2001.

(iv) No account has been taken of any potential liability to taxation.
 
APPENDIX III

BASES AND SOURCES OF INFORMATION

Save as otherwise set out in this announcement, the following constitute the
bases and sources of information referred to in this document.

Information on Druck

Unless otherwise stated, financial information relating to Druck has been
extracted from the audited consolidated results for the year ended 31 March
2001.

Value of the Offers

References to the value of the Offers for the whole of the issued and to be
issued ordinary share capital and 'A' ordinary share capital of Druck assume
the number of Druck Shares currently in issue to be 65,486,242.
 
APPENDIX IV

DEFINITIONS

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

'A' Ordinary Offer' the recommended offer to be made by JPMorgan on behalf of
GEMST to acquire all of the Druck 'A' Ordinary Shares on the terms and subject
to the conditions set out in this document and the further terms which will be
incorporated in the Offer Document and the Forms of Acceptance including, where
the context so requires, any subsequent revision, variation, extension or
renewal of such offer

'Closing Price' the closing middle market quotation of a Druck Ordinary Share
as derived from the Daily Official List of the London Stock Exchange

'Code' The City Code on Takeovers and Mergers

'Companies Act' the Companies Act 1985 (as amended)

'Directors of Druck' the directors of Druck

'Dresdner Kleinwort Wasserstein' Dresdner Kleinwort Wasserstein Limited

'Druck' or 'the Company' Druck Holdings p.l.c.

'Druck 'A' Ordinary Share(s)' the existing unconditionally allotted or
issued and fully paid 'A' Ordinary shares of 5 pence each in Druck and any
further such shares which are unconditionally allotted or issued while the 'A'
Ordinary Offer remains open for acceptance (or, subject to the provisions of the
Code, such earlier date as GEMST may decide) upon the exercise of any options or
otherwise

'Druck Annual Report and Accounts' the audited annual consolidated financial
statements of the Druck Group for the financial year ended 31 March 2001,
together with all reports, notes and statements required by law or in accordance
with Generally Accepted Accounting Practice in the UK to be attached to such
statements

'Druck Board' the board of directors of Druck

'Druck Group' Druck and its subsidiary undertakings

'Druck Interim Results' the unaudited consolidated financial statements of the
Druck Group for the six-month period ended 30 September 2001

'Druck Ordinary Share(s)' the existing unconditionally allotted or issued and
fully paid ordinary shares of 5 pence each in Druck and any further such shares
which are unconditionally allotted or issued while the Ordinary Offer remains
open for acceptance (or, subject to the provisions of the Code, such earlier
date as GEMST may decide) upon the exercise of any options or conversion rights
or otherwise (including, for the avoidance of doubt, any such shares which arise
or are allotted or issued upon the conversion of Druck 'A' Ordinary Shares)

'Druck Shareholder(s)' holders of Druck Shares

'Druck Share Schemes' the Druck 1994 Executive Share Option Scheme, the Druck
Non-Approved Executive Share Option Scheme and the Druck Group Profit Sharing
Scheme

'Druck Shares' the Druck 'A' Ordinary Shares and the Druck Ordinary Shares

'First Closing Date' the day falling 21 days after the date on which the Offer
Document is posted

'Forms of Acceptance' the blue form of acceptance, election and authority
relating to the Ordinary Offer and the pink form of acceptance, election and
authority relating to the 'A' Ordinary Offer which will accompany the Offer
Document

'GE' or 'General Electric' General Electric Company

'GE Group' GE and its subsidiary undertakings

'GEMST' GE Measurement & Sensing Technologies Holdings, Inc., a wholly owned
subsidiary of GE incorporated in Delaware 

'GE Industrial Systems' a division of GE

'JPMorgan' JP Morgan plc

'Listing Rules' the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under the Financial
Services and Markets Act 2000, and contained in the UK Listing Authority's
publication of the same name

'London Stock Exchange' London Stock Exchange plc

'Ordinary Offer' the recommended offer to be made by JPMorgan on behalf of
GEMST to acquire all of the Druck Ordinary Shares (other than any already owned
by any member of the wider GE Group) on the terms and subject to the conditions
set out in this document and the further terms which will be incorporated in the
Offer Document and the Forms of Acceptance and, any subsequent revision,
variation, extension or renewal thereof

'Offer Document' the document to be sent to Druck Shareholders which will
contain the Offers

'Offers' the 'A' Ordinary Offer and the Ordinary Offer

'Panel' the Panel on Takeover and Mergers

'Proposed Dividend' a special interim dividend of 2 pence per Druck Share
proposed to be paid to the Druck Shareholders on the register of members of
Druck at the close of business on the day immediately preceding the date on
which the Offers become or are declared unconditional in all respects

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

'UKLA' UK Listing Authority

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

'US Persons' has the meaning given in Regulation S under the US Securities Act
of 1933, as amended

All references to legislation in this document are to English legislation unless
the contrary is indicated. Any reference to any provision of any legislation
shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.

For the purposes of this document, 'subsidiary', 'subsidiary undertaking',
'undertaking' and 'associated undertaking' have the respective meanings
under the Companies Act.


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