Acquisition

Torex Retail PLC
15 November 2004

FOR IMMEDIATE RELEASE


15 November 2004


                                Torex Retail plc

            £30 million Acquisition of Alphameric's Retail Division



Torex Retail plc ('Torex Retail' or 'the Company' or 'the Group'), a leading
provider of IT solutions to major European retailers, today announces the
conditional acquisition of the retail division of Alphameric plc ('ARD') for a
maximum consideration of up to £30 million ('the Acquisition').  The Acquisition
is conditional upon, inter alia, the approval of Alphameric shareholders.



•   The directors of Torex Retail believe that the Acquisition makes
    strong strategic sense as it will:-

    -     create the UK's market leader in retail IT solutions;

    -     provide the opportunity for strong organic growth by cross selling the
          enhanced product portfolio across the combined customer base;

    -     enable the combined group to benefit from cost synergies; and
 
    -     establish greater critical mass and purchasing power.



The total consideration payable under the Acquisition comprises an initial
consideration of £15.0 million, together with an additional consideration of up
to a maximum of £15.0 million, dependant upon the profitability of ARD for the
14 months ending 31 December 2005.  The cash element of the initial
consideration for the Acquisition is to be financed through Torex Retail's
banking facilities and an underwritten placing of 7,343,750 new ordinary shares
at a price of 65 pence per share.



Completion of the Acquisition is expected to take place on 30 November 2004.



•         The Acquisition is expected to be earnings enhancing within the first
          year.



•         ARD's and Torex Retail's combined extensive blue chip client base
          throughout the UK and Europe includes well known UK and European high 
          street retailers such as Marks & Spencer, W H Smith Travel, Woolworths 
          Germany, House of Fraser, JJB Sports, River Island, Nike Europe, Next, 
          George at Asda and Mont Blanc.



•         The combined group is expected to continue to demonstrate a high level
          of forward visibility of revenues.



•         Continued positive outlook for 2004 as reported in Torex Retail's
          Interim Statement.



Commenting on the proposed acquisition, Rob Loosemore, Chairman of Torex Retail
plc said:



'This acquisition represents a step-change in the development of Torex Retail:
bringing together two strong retail IT players provides a springboard for the
Torex Group to develop into a major European force.



Not only will the Alphameric Retail Division bring an extensive Blue Chip
customer base and additional market leading products to our current portfolio,
but the expected synergies arising from both cross selling and elimination of
duplicated processes will ensure that the transaction will be earnings enhancing
in 2005 and beyond.'




Details of the Acquisition:

The total consideration payable for ARD comprises an initial consideration of
£15.0 million together with additional deferred consideration of up to £15.0
million depending on the profitability of ARD for the 14 months ending 31
December 2005.  The initial consideration is payable on completion and will be
satisfied by the payment of £10.0 million in cash and £5.0 million by the issue
to Alphameric plc of 7,371,370 new Torex Retail ordinary shares. The cash
element of the initial consideration will be financed by a new loan facility
from the Group's bankers and a placing with institutional and other investors of
7,343,750 new ordinary shares at a price of 65 pence per share to raise £4.8
million ('the Placing'). The Placing has been fully underwritten by Evolution
Securities Limited. The additional loan facility is provided as part of a new
£28 million loan facility which will also be used to refinance the Group's
working capital requirements.  The additional consideration is payable in cash
or, at Torex Retail's discretion, 50% in cash and 50% by the issue of new Torex
Retail ordinary shares.



Following completion of the Acquisition, Alphameric will own approximately 4.0
per cent of the total issued share capital of Torex Retail.



The purchase is on a cash and debt free basis and is subject to a minimum net
asset level of £11.8m as at 31 October 2004.  There will be an adjustment to the
purchase price if net assets are above or below this figure on a pound for pound
basis, subject to a de minimus of £375,000.





ARD Background:

ARD is one of the UK's leading suppliers of retail management systems with a
broad solution portfolio addressing both the store and head office. ARD offers
solutions in three main areas: EPoS, Merchandise Management and Business
Intelligence. The business is operated from three locations in Manchester,
Stockport and Leicester.  ARD currently has 350 employees.  ARD also has a small
operation in the US which will not form part of the Acquisition.



ARD's Business Intelligence solutions provide retailers with a strong and
demonstrable return on investment and are widely recognised as the market
leading solutions for merchandise planning.



ARD has a strong UK customer base, including companies such as Clinton Cards,
Dunelm, JJB Sport, Marks & Spencer, Nike Europe and River Island.  In EPoS
systems, ARD is strong in tier 2 and 3 non-food retailers; ARD's Business
Intelligence product has a strong base of tier 1 customers in the UK and Europe.



For the year ended 30 November 2003, ARD achieved an operating loss before
exceptional items and taxation of £1.2 million on revenues of £33.5 million
(including pre-acquisition results for Compass Software Group plc on a pro forma
basis).



Torex Retail plc

Background:

Torex Retail plc is a leading provider of IT solutions to major European
retailers, which was admitted to trading on the AIM Market of the London Stock
Exchange ('AIM') in March 2004. The Group's emphasis is on the provision of an
independent 'one stop shop' for a retailer's store solutions, providing a
complete service from project inception, through to hardware acquisition,
software provision and eventually the building, configuration and installation
of the system. Thereafter it is also able to provide a full hardware and
software support and maintenance service.



The products are based around the twin needs of retailers in Electronic Point of
Sale (EPoS) and performance management (PM), which are sold into a blue chip
customer base of high street retailers and petroleum & convenience markets.



With its JAVA based EPoS offering, Torex Retail has continued to successfully
win major contracts with international retailers such as Breuniger, Otto, Esprit
and Mont Blanc; the UK market penetration of LUCAS is well underway with
important new wins.



Petroleum retailing, where Torex Retail commands a leading position in the UK
market, had a record order intake for its Iridium and Prism EPoS solution during
the first half of 2004.



On 20 September 2004, the Group reported maiden pro-forma figures for the six
months ended 30 June 2004 with profit before tax up 90% to £2.0 million and
pro-forma operating profit up 29.5% to £4.1 million on revenues of £28.9
million.



Rationale behind the Acquisition:

The directors of Torex Retail believe that there are a number of compelling
reasons why the Acquisition is a strong strategic move, as it provides:-



•         a market leadership position in the UK and steps towards gaining the
          Number One position in Europe;

•         a platform for further acquisition of market share throughout Europe;

•         the opportunity to expand and enhance our customer base through cross
          selling scenarios;

•         hardware buying power; and

•         economies of scale.



Merger Integration:

Whilst ARD's Merchandise Management and Business Intelligence solutions expand
Torex Retail's product range there is a clear overlap in the area of EPoS
systems. The duplication of product and services offer in EPoS creates
significant scope for the achievement of substantial savings from the
elimination of duplicated processes.



In addition to cost savings other synergies will be derived such as the
possibility of cross selling the enhanced product portfolio to the combined
customer base and an increased critical mass in hardware maintenance activities
giving rise to economies of scale which are very important in a highly volume
dependent business.



Current Trading

In Torex Retail's Interim Statement, published on 20 September 2004, the Company
reported that 'the Board remains confident about the Group's future prospects
for 2004 and beyond'. There has been no change to this position in the
subsequent period. The Acquisition, which is scheduled to complete on 30
November 2004, is not expected to have a material impact on Torex Retail's
earnings for the year ended 31 December 2004.



Director Shareholding

Chris Moore, Deputy Chairman of Torex Retail, will subscribe 775,000 new
ordinary shares in the Placing, following which he will be interested in
3,358,000 ordinary shares representing 1.8 per cent. of Torex Retail's enlarged
issued share capital.  His participation constitutes a related party transaction
(as defined in the AIM Rules).  With the exception of Mr Moore as a related
party, the Torex Retail Directors consider, having consulted with Evolution,
Torex Retail's nominated adviser, that the terms of the transaction are fair and
reasonable insofar as Torex Retail's shareholders are concerned.



Application for Admission

Application will be made for the 7,371,370 new ordinary shares to be issued
pursuant to the initial consideration for the Acquisition and the 7,343,750 new
ordinary shares to be issued pursuant to the Placing, being in total 14,715,120
new ordinary shares, to be admitted to trading on AIM.  Admission is expected to
become effective on 30 November 2004.



Analyst Presentation

A presentation regarding the proposed acquisition of Alphameric's Retail
Division will be made today, Monday 15th November, by the management of Torex
Retail at 9.30am at the offices of Citigate Dewe Rogerson, 26 Finsbury Square,
London EC2A 1SH.



Enquiries:
Torex Retail plc
Robert Loosemore, Executive Chairman

Richard Thompson, Finance Director
Telephone: [phone] until 2pm today
Thereafter: 01993 230030

Citigate Dewe Rogerson Limited
Ginny Pulbrook, Executive Director             020 7282 2945
Freida Moore, Sebastian Hoyle                  020 7638 9571







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