Offer for XN Checkout Hldgs

Torex Retail PLC
10 June 2005





Friday 10 June 2005


                                TOREX RETAIL PLC



 TOREX RETAIL ENTERS HOSPITALITY SYSTEMS MARKET AND EXPANDS GEOGRAPHIC PRESENCE
               WITH £72.7 MILLION OFFER FOR XN CHECKOUT HOLDINGS PLC





•        Entry into complementary Hospitality & Leisure sector of retail
         systems market:-

  -        Market leader in UK managed pubs & restaurants

  -        Buoyant market conditions

  -        Leading products based on modern technology

  -        Enhances potential for organic growth



•        Increases critical mass and scale:-

  -        Adds initial 40,000 installed EPOS devices worldwide

  -        Strong blue chip customer base including Mitchells & Butlers,
           Wolverhampton & Dudley, the Spirit Group, Young's and Stena Line

  -        High proportion of recurring maintenance and support revenue streams



•        Strengthens Global Footprint



•        Transaction meets with Torex Retail's strict criteria:-

  -        Expected to have accretive effect on earnings per share in first 
           year (*)

  -        Profitable business with established client base

  -        Potential operational synergies and economies of scale within enlarged
           group

  -        Immediate cross-selling opportunities from enhanced customer base and
           geographic reach



•        Recommended Offer: for each XN Checkout Share 2.547 New Torex Retail
         Shares

  -        Values XN Checkout at approximately £72.7m



(*) This statement does not constitute a profit forecast nor should it be
interpreted to mean that future earnings per share of Torex Retail following the
Offer becoming or being declared unconditional in all respects will necessarily
match or exceed historical earnings per share of Torex Retail



Rob Loosemore, Chairman of Torex Retail, commented:



'This transaction will bring an additional dimension to Torex Retail, becoming a
market leader in the rapidly growing complementary sectors of hospitality and
gaming. The Enlarged Torex Group not only provides further organic revenue
growth opportunities and operational synergies and economies of scale, but also
creates a broader based business with a genuine global footprint.'



Ed Dayan, Chief Executive of XN Checkout, commented:



'We are looking forward to becoming part of one of the world's largest retail
solutions providers.  We believe this will enhance our ability to win business
from the large multi-national hospitality, hotel and gaming chains.  We are
particularly excited about the opportunity to sell our market leading products
through Torex Retail's recently established US operation.'



There will be an analyst briefing today at 10.30am at the offices of Citigate
Dewe Rogerson, 3 London Wall Buildings, London Wall, EC2.





                                     Ends.





Contacts:



Torex Retail Plc
Rob Loosemore - Chairman
Richard Thompson - Finance Director
Tel: [phone] until midday
Thereafter: 0870 050 9900



XN Checkout Holdings Plc
Ed Dayan - Chief Executive
Chris Ford - Finance Director
Tel: [phone] until midday
Thereafter: 01582 869 600



Citigate Dewe Rogerson
Ginny Pulbrook
Seb Hoyle
Tel: [phone]





For further information on XN Checkout please see: www.xncheckout.com



About Torex Retail plc - www.torexretail.com



Torex Retail is a leading independent provider of innovative retail technology
solutions to many of the world's principal retailers. Since the company's
flotation in March 2004 Torex Retail has achieved rapid growth across all of its
markets and has rigorously pursued its goal of becoming the provider of choice.
As a result, the company now has a presence in all of the major markets around
the world and has built a strong platform for future growth in line with its
strategy.



Torex Retail's product and solution set spans high street and out-of-town retail
as well as the petroleum and convenience sector and with over 2,000 customer
relationships, including Tesco, Woolworth, Selfridges, Shell and Argos, the
company has earned a leading reputation amongst retailers. Torex Retail has more
than 1,000 staff based across the UK, Europe, South-East Asia and the United
States.


Notice:



The XN Checkout Directors accept responsibility for the information contained in this document relating
to XN Checkout and its subsidiaries, themselves and their immediate families and connected persons. The
Torex Directors accept responsibility for all the other information contained in this document. To the
best of the knowledge and belief of the Torex Directors and the XN Checkout Directors (who have taken all
reasonable care to ensure that such is the case) the information contained herein for which they are
respectively responsible is in accordance with the facts and does not omit anything likely to affect the
import of such information.



This document has been issued by Evolution Securities Limited. Evolution Securities Limited which is
regulated in the UK by the Financial Services Authority, acting exclusively for Torex Retail in
connection with the Offer and no one else and will not be responsible to anyone other than Torex Retail
for providing the protections afforded to clients of Evolution Securities Limited nor for providing
advice in relation to the Offer.



No offer or invitation to acquire or exchange securities in Torex Retail or XN Checkout is being made
now.  Any such offer or invitation will only be made in documents to be published in due course (if any)
and any such acquisition or exchange should be made solely on the basis of information contained in any
such documents.


The Offer will not be made, directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities from or within the United States, Canada, Australia or Japan.  Accordingly,
copies of this announcement and any related documents are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States,
Canada, Australia or Japan and persons receiving this announcement and any related document (including
custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or
from the United States, Canada, Australia or Japan or such other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.  Doing so may render invalid any
purposed acceptance of the Offer.


The availability of the Offer to persons who are not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions.  Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.


The Panel wishes to draw attention to certain UK dealing disclosure requirements following the
announcement of the Offer.  An 'offer period' is deemed to commence at the time when an announcement is
made of a proposed or possible offer, with or without terms.  Accordingly, the offer period began on 6
June 2005.



Terms defined in the Announcement attached to this document shall have the same meaning herein unless the
context requires otherwise.


The above disclosure requirements are set out in more detail in Rule 8 of the Code.  In particular, Rule
8.3 requires public disclosure of dealings during the offer period by persons who own or control, or who
would as a result of any transaction own or control, one per cent. or more of any class of the relevant
securities of XN Checkout.  Relevant securities include XN Checkout Shares, securities of XN Checkout
carrying conversion or subscription rights into its shares, options in respect of and derivatives
referenced to its shares.  In the case of the Offer, this requirement will apply until the first closing
date of the Offer or, if later, the date when the Offer becomes or is declared unconditional as to
acceptances or lapses.



If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial advisor authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number [phone]; fax [phone].










Recommended Offer by Evolution Securities Limited on behalf of Torex Retail Plc
for the entire share capital of XN Checkout Holdings Plc

                                                                    10 June 2005



1.         Introduction


The Boards of Torex Retail and XN Checkout announce the terms of a recommended offer to be made by Evolution on behalf
of Torex Retail for the whole of the issued and to be issued share capital of XN Checkout.





2.         The Offer


On behalf of Torex Retail, Evolution will offer to acquire all of the XN Checkout Shares on the following basis:



for each XN Checkout Share                          2.547 New Torex  Shares



and so in proportion for any other number of XN Checkout Shares held.




Based on the Closing Price of 104p per Torex Share on the business day immediately prior to the date of this
announcement, the Offer values each XN Checkout Share at approximately 264.9 pence.  This represents a premium of
approximately 8.6 per cent. over the middle market price of an XN Checkout Share of 244p at the close of business on 3
June 2005, being the last business day before announcement on 6 June 2005 that it was in bid discussions, and a premium
of approximately 24.2 per cent. over the average middle market price of a XN Checkout Share in the 6 months before XN
Checkout's announcement on 6 June 2005 of 213.2p.


The Offer values the entire issued share capital of XN Checkout at approximately £72.7 million.


The XN Checkout Shares will be acquired under the Offer fully paid and free from all liens, equities, charges,
encumbrances and other interests and together with all rights now or hereafter attaching to them, including the right
to receive all dividends declared, made or paid after the date of this announcement.


The New Torex Shares to be issued pursuant to the Offer will, when issued, be credited as fully paid and free from all
liens, charges and encumbrances whatsoever and will rank pari passu in all respects with the existing Torex Shares.
Fractions of New Torex Shares will not be allotted or issued pursuant to the Offer but will be aggregated and retained
for the benefit of Torex Retail.


The Offer will be made in accordance with the requirements of the City Code and will be subject to the conditions set
out in Appendix I, the Offer Document and the Form of Acceptance.



The Offer will extend to the holders of all existing issued XN Checkout Shares and to the holders of any XN Checkout
Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date
as Torex Retail may, subject to the City Code, decide) including XN Checkout Shares to be issued pursuant to the
exercise of options under the XN Checkout Share Option Schemes or otherwise.


Full acceptance of the Offer by holders of XN Checkout Shares (excluding any XN Checkout Shares resulting from the
exercise of any options under the XN Checkout Share Option Schemes) will result in the issue of approximately 69.9
million New Torex Shares, representing approximately 26.6 per. cent of the enlarged issued Torex Retail share capital


3.         Irrevocable undertakings to accept the Offer



Edwin Dayan, Chief Executive of XN Checkout, has entered into an irrevocable undertaking to accept, or procure the
acceptance of, the Offer when made in respect of his entire beneficial holding of XN Checkout Shares comprising, in
aggregate, 7,939,868 XN Checkout Shares which represent approximately 28.9 per cent. of the existing issued share
capital of XN Checkout.  Christopher Moore, Non-Executive Chairman of XN Checkout (who is also Chief Executive of Torex
Retail), Maarten Hemsley, Non-Executive Director of XN Checkout, and Chris Ford, Finance Director of XN Checkout, have
entered into irrevocable undertakings to accept, or procure the acceptance of, the Offer when made in respect of their
entire beneficial holdings of XN Checkout Shares comprising, in aggregate, 2,600,217 XN Checkout Shares which represent
approximately 9.5 per cent. of the existing issued share capital of XN Checkout (of which 2,580,497 XN Checkout Shares,
comprising approximately 9.4 per cent. of the issued XN Checkout share capital, are shares held by Christopher Moore).
These undertakings, which are conditional upon the Offer Document being posted within 28 days of the date of this
announcement, will continue to be binding even in the event of a higher competing offer for XN Checkout being announced
and cannot be withdrawn other than in the event of the Offer lapsing or being withdrawn.



Accordingly, irrevocable undertakings to accept, or procure acceptance of, the Offer have been received from XN
Checkout Shareholders who, in aggregate, have an interest in 10,540,085 XN Checkout Shares, representing approximately
38.5 per cent. of the existing issued share capital of XN Checkout.



Save for the holding of Christopher Moore and the irrevocable undertakings referred to above, neither Torex Retail nor,
so far as Torex Retail is aware, any party acting in concert with Torex Retail, owns or controls any XN Checkout Shares
or holds any options to purchase (or rights to subscribe for) XN Checkout Shares or has entered into any derivatives
referenced to XN Checkout Shares which remain outstanding nor has Torex Retail nor, so far as Torex Retail is aware,
any associate of Torex Retail procured any irrevocable commitments or letters of intent to accept the Offer.




4.         Information on Torex Retail



Torex Retail is a leading international provider of innovative retail management
technology solutions. With an historic strength in Electronic Point of Sale
(EPOS) systems, Torex Retail has a broadly based portfolio of solutions covering
both the in-store and enterprise activities of retailers.  The solution set
covers the requirements of retailers of all sizes across the high street,
convenience sector, leisure centres and petrol stations. Torex Retail has a
large customer base with over 2,000 customer relationships throughout the world,
including Tesco, Woolworths, Selfridges, Argos and Shell. Torex Retail has over
1,000 staff based in the UK, Europe and the US.



The Torex Group was founded as 'Smart Terminals Limited' in 1983 with a
commission to provide a bespoke in-store solution for Argos, which remains a key
customer today. Christopher Moore, the current Chief Executive, joined the Torex
group in 1989 and grew the business organically over several years before it was
reversed into Torex PLC in 1996.



The Torex Retail business was expanded by the Torex PLC management team (led at
that time by Christopher Moore with Rob Loosemore and Mark Pearman (who are all
now Directors of Torex Retail) joining shortly afterwards) through acquisition
and organic growth. The Company acquired the Torex Retail business from Torex
PLC in February 2004 for £64.5 million and floated on AiM in March 2004.



The Torex Group has continued to emphasise the provision of a 'one stop shop'
for a retailer's requirements for store solutions. Torex Retail is able to
provide a complete service from project inception through to hardware
acquisition, software provision and building, configuration and installation of
the system. It is also able to provide a full hardware and software support and
maintenance service for clients. Members of the Torex Group work in close
partnership with leading hardware manufacturers and technology providers such as
IBM, Microsoft and SAP, whilst retaining their commitment to open systems to
maintain the flexibility to deliver maximum value to its customers.



5.         Information on XN Checkout


XN Checkout is the market leader for the provision of EPOS hardware and software solutions into the UK managed pub and
bar sector, with over 4,000 systems installed.  It has been successful in broadening its target markets to include
restaurants, hotels, retail shops and gaming hardware and software solutions.  Co-founded in 1982 by the chief
executive Edwin Dayan, XN Checkout created one of the first touch-till systems for pubs and has over 20 years'
experience of manufacturing hardware and more recently developing innovative web-based software solutions for the EPOS
market.  This technology is now being used in the hospitality, gaming and retail and SME hospitality sectors.



XN Checkout benefits from long-standing client relationships with leading leisure and hospitality businesses including
Mitchells & Butlers, Wolverhampton & Dudley, the Spirit Group, Young's and Stena Line.  XN Checkout has around 200
staff, is based in Dunstable, Bedfordshire and has offices in Singapore, Malaysia, South Korea, Australia, South
Africa, the US and Germany.



XN Checkout floated on AiM in June 2004.  In the year ended 31 December 2004 XN Checkout reported revenues of £18.3
million (2003: £14.3 million) and profit before tax of £1.7 million (2003: £2.2 million loss).  The strong performance
in 2004 arose from a combination of increased revenues, improved gross margins and tight control of overheads.
Hospitality revenues, which comprised 74 per cent. of revenues, increased by 43 per cent. following a doubling in new
project activity and a small increase in recurring revenues.  Gross margins benefited from the sale of a greater
proportion of internally developed solutions.  Net assets at 31 December 2004 stood at £6.4 million (2003: £3.9 million
net liabilities).



The XN Checkout Group currently has three core hospitality software solutions, giving it the ability to address areas
as diverse as managed and leasehold pub sites, nightclubs, ferries, contract catering, restaurants, hotels, coffee
shops and retail outlets.  XN Checkout's strategy is to continue to expand its reach into complementary areas of
hospitality, gaming and retail.  It has recently expanded its activities in the gaming sector and, in January 2005,
acquired ACE Casino Equipment (Pty) Limited, which is a developer and manufacturer of cashless payment and management
systems for casinos.





6.         Background to and reasons for the Offer


The application software element of the retail systems market, of which leisure and hospitality forms part, is highly
fragmented from the supply side both globally and at the local country market levels. The Torex Directors and the XN
Checkout Directors believe there is a clear opportunity to create a market leading application software supplier on an
international basis through a combination of organic growth and acquisitions.



The consolidation of the retail systems market at this time is particularly attractive as the Torex Directors and XN
Checkout Directors believe that the market is set to experience a period of strong growth.  It is believed that
retailers will be compelled to replace systems which were purchased in the late 1990s to achieve Year 2000 compliance
which are now reaching the end of their useful life either in terms of technology platform or insufficient hardware
processing power to produce the data to drive complex Customer Relationship Management, Enterprise Resource Planning
and supply chain systems.



A key part of Torex Retail's strategy is therefore to expand its customer base and geographic presence and create a
business of sufficient critical mass to become the international market leader in the supply of retail application
software. The Torex Directors and XN Checkout Directors believe that large retailers are conservative and would welcome
the advent of a clear market leader with a strong global sales and support capability to match their own international
estates and ambitions. The large hardware and technology vendors and consultants are also influential in the retail
systems market and the Torex Directors believe that an Enlarged Torex Group will have a better chance of partnering
these organisations.



XN Checkout provides entry for Torex Retail into the highly complementary leisure and hospitality sector of the retail
systems market. Whilst the functional requirements of this market sector differ in some respects from mainstream
retail, the principal application is still based around taking money at the point of sale, which is the core activity
and technological requirement for Torex Retail. With its market leading technology in the supply of EPOS and management
systems to pubs and restaurants in the UK, XN Checkout is well positioned to exploit the current favourable market
conditions particularly as part of the Enlarged Torex Group with its enhanced critical mass and extended geographic
reach. The Directors of Torex Retail and XN Checkout believe there is a particularly good opportunity to market XN
Checkout's products in the US through Retail Store Systems, Torex Retail's recently acquired US operation.



XN Checkout has invested heavily over the last two years in the development of its product portfolio. The XN Checkout
Directors believe that the benefits of this investment are starting to materialise and would be enhanced by the greater
critical mass, complementary geographical presence and other resources of the Enlarged Torex Group. In particular,
being part of the Enlarged Torex Group should enable the XN Checkout Group to compete more effectively for business
with the large international hospitality, gaming and hotel chains.



The complementary nature of XN Checkout's geographic operations extends Torex Retails's reach and creates a genuinely
global business with a presence in the UK, the US, Europe, South Africa, East Asia and Australia.



The Torex Directors and the XN Checkout Directors believe that there will also be immediate opportunities for
cross-selling products into their representative customer bases. In addition there are potential operational synergies
and economies of scale within the Enlarged Torex Group. It is anticipated that XN Checkout will be able to use Torex
Retail's implementation and support infrastructure in the UK for activities that are currently outsourced by XN
Checkout and there is also the potential to share marketing and technology development costs.



The Torex Directors believe that the combination of the two businesses has a strong commercial rationale and expect it
to have an accretive effect on Torex Retail's earnings per share in the first year following completion of the Offer
(this statement does not constitute a profit forecast nor should it be interpreted to mean that future earnings per
share of Torex Retail following the Offer becoming or being declared unconditional in all respects will necessarily
match or exceed historical earnings per share of Torex Retail).



Both Torex Retail and XN Checkout have benefited from an active acquisition strategy in the recent past and it is
anticipated that further acquisitions to capture additional market share and expand overseas will remain a key element
of the strategy of the Enlarged Torex Group alongside organic growth.  In this regard Torex Retail is also delighted to
announce that the Royal Bank of Scotland Plc has been appointed its new lead bank providing a £150 million senior debt
facility, part of which will be available for potential future acquisitions.





7.         Current Trading

A copy of the statement released at Torex Retail's Annual General Meeting on 28 April 2005 is set out in Appendix III
of the announcement.  Torex Retail continues to enjoy strong trading and the Torex Directors remain very positive about
the outlook for the full year.

XN Checkout has, traditionally, enjoyed stronger profit and cash generation in the second half of the year than in the
first half.  The Board of XN Checkout believes that this pattern will continue and remains confident of achieving full
year expectations.  This is further emphasised by some recent new business wins.



8.         Directors and employees



Board of the Enlarged Torex Group



If the Offer becomes or is declared unconditional, Edwin Dayan will join the
Torex Board as an Executive Director.


Following the Offer becoming or being declared unconditional in all respects, the Board of Directors of the Enlarged
Torex Group will comprise:




Name                  Proposed role                Current role
Robert Loosemore      Chairman                     Chairman, Torex Retail
Christopher Moore     Chief Executive Officer      Chief Executive Officer, Torex Retail
Edwin Dayan           Executive Director           Chief Executive Officer, XN Checkout
Nigel Horn            Director of Legal Services   Director of Legal Services, Torex Retail
Mark Pearman          Business Development         Business Development Director,
                      Director                     Torex Retail
Richard Thompson      Group Finance Director       Group Finance Director, Torex Retail
Geoffrey Forster      Non Executive Director       Non Executive Director, Torex Retail
David Hallett         Non Executive Director       Non Executive Director, Torex Retail



Mr Dayan has entered into a service contract with Torex Retail which is
conditional upon the Offer becoming unconditional in all respects.  The service
contract is terminable by either party on 6 months' written notice. Mr Dayan
will be entitled to a salary of £150,000 per year which shall be reviewed
annually and may, at the discretion of the Board, be entitled to participate in
any bonus scheme applicable to employees of Mr Dayan's status as Torex Retail
may operate from time to time. Mr Dayan will also be entitled to the normal
benefits provided by Torex Retail from time to time to employees of similar
status, including a car allowance, and may participate in the life assurance,
medical expenses and medical health schemes operated by Torex Retail. Mr Dayan
may join Torex Retail's contributory pension scheme and Torex Retail must
contribute an amount of not less than ten per cent. of his salary to such scheme
on his behalf.  Mr Dayan will also be eligible to participate in Torex Retail's
share option plans subject to applicable performance conditions.



Chris Ford, Finance Director of XN Checkout, will continue with his role at an
operational level in the Enlarged Torex Group.



Employees


The Board of Torex Retail has confirmed that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including pension rights, of all employees of the XN Checkout Group will be
fully safeguarded.



9.         Accounting policies and year end of the Enlarged Torex Group


The Enlarged Torex Group will adopt Torex Retail's year end of 31 December and its accounting policies.  The Board of
Torex Retail believes that the impact of the differences between the accounting policies of Torex Retail and XN
Checkout will not be significant.



10.       Related Party Transaction


The Offer constitutes a related party transaction (as defined in the AiM Rules) because Christopher Moore is a director 
of both Torex Retail (Chief Executive Officer) and XN Checkout (Non Executive Chairman).



11.       Financial effects of acceptance of the Offer



The financial effects for XN Checkout Shareholders of acceptance of the Offer
are set out in Appendix IV.



12.       XN Checkout Share Option Schemes


The Offer will extend to holders of XN Checkout Shares issued or unconditionally allotted upon the exercise of rights
under the XN Checkout Share Option Schemes whilst the Offer remains open for acceptance (or by such earlier date as,
subject to the City Code, Torex Retail may decide).  To the extent that such options have not been exercised in full,
once the Offer becomes or is declared unconditional in all respects, appropriate proposals will be made in due course
to participants in the XN Checkout Share Option Schemes.



13.       Break fee agreement


Torex Retail and XN Checkout have entered into a break fee agreement, pursuant to which XN Checkout has agreed to pay
Torex Retail a fee of approximately £0.7million (being 1 per cent. of the value of the Offer) in the event of the Offer
not proceeding by reason of:



(a)    the Directors of XN Checkout withdrawing or adversely modifying their recommendation of the Offer or failing to
continue their recommendation of the Offer in any subsequent circular or document required to be issued to the XN
Checkout Shareholders (unless such withdrawal or modification arises from an announcement by Torex Retail of a material
adverse change in the business or financial condition of Torex Retail) or recommending a Third Party Transaction and
thereafter the Offer not being made (with the consent of the Panel), lapsing or being withdrawn; or



(b)   a Third Party Announcement being made and the Third Party Transaction referred to in such announcement or any
other Third Party Transaction (which is announced within 60 days of the release of this announcement) becoming or being
declared unconditional in all respects or being completed and the Offer not being made (with the consent of the Panel),
lapsing or being withdrawn.



Pursuant to the terms of the break free agreement, XN Checkout has also agreed that neither it, nor any of its
subsidiaries will enter into any inducement fee or break fee agreement or arrangement whereby XN Checkout will pay any
party (other than Torex Retail or a member of the Torex Retail Group or a person acting in concert with Torex Retail),
any amount in the event that a Third Party Transaction does not become unconditional in all respects or fails to
complete, prior to the date which is 45 days after the Offer lapses or  is withdrawn.




14.       Settlement, admission to trading on AiM and dealings


Application will be made to the London Stock Exchange for the New Torex Shares to be admitted to trading on AiM.
Certificates for the New Torex Shares will be despatched to XN Checkout Shareholders who hold their XN Checkout Shares
in certificated form (that is, not in CREST) and CREST stock accounts will be credited in respect of those XN Checkout
Shareholders who hold their XN Checkout Shares in uncertificated form (that is, in CREST) (i) in the case of
acceptances received, complete in all respects, by the date on which the Offer becomes or is declared unconditional in
all respects, by no later than 14 days after such date, or (ii) in the case of acceptances received, complete in all
respects, after the date on which the Offer becomes or is declared unconditional in all respects but while it remains
open for acceptance, within 14 days of such receipt.



Further details on settlement, listing and dealing will be included in the Offer Document.


15.       Compulsory acquisition, cancellation of trading of XN Checkout Shares on AiM and re-registration



Upon the Offer becoming or being declared unconditional in all respects, it is the intention of Torex Retail, if
sufficient acceptances of the Offer are received and/or sufficient XN Checkout Shares are otherwise acquired, to apply
the provisions of Part XIIIA of the Companies Act to acquire compulsorily any outstanding XN Checkout Shares to which
the Offer relates, on the same terms as the Offer.



It is also intended that following the Offer becoming or being declared unconditional in all respects, and subject to
the requirements of the AiM Rules, that Torex Retail will procure that XN Checkout applies for the cancellation of
trading of XN Checkout Shares on AiM.  Such cancellation would significantly reduce the liquidity and marketability of
any XN Checkout Shares not assented to the Offer.  It is anticipated that such cancellation will take effect no earlier
than 20 business days after the Offer becomes or is declared unconditional in all respects.



It is also proposed that, in due course, Torex Retail will seek to procure the re-registration of XN Checkout as a
private company under the relevant provisions of the Companies Act.




16.       Extraordinary General Meeting of Torex Retail


An Extraordinary General Meeting will be convened in due course at which resolutions will be proposed to increase Torex
Retail's authorised share capital and to authorise the directors of Torex Retail to allot the New Torex Shares to be
issued pursuant to the Offer and to give general authority to the directors of Torex Retail to allot further new Torex
Shares in order to give them the flexibility, amongst other things, to make further acquisitions.



17.       Recommendation of the Torex Board



The Independent Torex Directors, who have consulted with Evolution, consider the terms of the Offer to be fair and
reasonable insofar as Torex Retail's Shareholders are concerned.  In consulting with the Independent Torex Directors,
Evolution has taken into account the commercial assessments of the Independent Torex Directors.



Accordingly, the Independent Torex Directors intend unanimously to recommend Torex Retail Shareholders to vote in
favour of the resolutions to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their
own holdings of Torex Shares amounting, in aggregate, to 28,316,349 Torex Shares comprising approximately 14.7 per
cent. of the existing issued share capital of Torex Retail.




18.       Recommendation of the XN Checkout Board


The Independent XN Checkout Directors, who have been so advised by Daniel Stewart, consider
the terms of the Offer to be fair and reasonable insofar as the XN Checkout Shareholders are
concerned.  In providing advice to the Independent XN Checkout Directors, Daniel Stewart has
taken into account the commercial assessments of the Independent XN Checkout Directors.



Accordingly, the Independent XN Checkout Directors intend unanimously to recommend XN Checkout
Shareholders to accept the Offer, when made, as they and certain of their connected persons
have irrevocably undertaken so to do in respect of their own respective beneficial
shareholdings amounting to, in aggregate, 7,959,588 XN Checkout Shares representing
approximately 29.0 per cent. of the existing issued share capital of XN Checkout.



Christopher Moore is a director and shareholder of both Torex Retail and XN Checkout and,
accordingly, has not joined in the recommendation of the Offer by either the Torex Board or
the XN Checkout Board.


Enquiries:


Torex Retail Plc                                    XN Checkout Holdings Plc
+ 44 (0) 870 050 9900                               + 44 (0)1582 869 600
Robert Loosemore/Richard Thompson                   Edwin Dayan/Chris Ford


Evolution Securities Limited                        Daniel Stewart & Company PLC
+ 44 (0) 20 7071 4300                               + 44 (0) 20 7374 6789
Tim Worlledge/Jeremy Ellis                          Lindsay Mair/Tom Jenkins



19.       Miscellaneous



This announcement has been issued by Evolution Securities Limited. Evolution Securities
Limited, which is regulated in the UK by the Financial Services Authority, is acting
exclusively for Torex Retail in connection with the Offer and no one else and will not be
responsible to anyone other than Torex Retail for providing the protections afforded to
clients of Evolution Securities Limited nor for providing advice in relation to the Offer.



Daniel Stewart & Company PLC, which is regulated in the UK by the Financial Services
Authority, is acting as financial advisor to XN Checkout and no one else in connection with
the Offer and will not be responsible to anyone other than XN Checkout for providing the
protections afforded to clients of Daniel Stewart & Company PLC nor for providing advice in
relation to the Offer.



No offer or invitation to acquire or exchange securities in Torex Retail or XN Checkout is
being made now.  Any such offer or invitation will only be made in documents to be published
in due course (if any) and any such acquisition or exchange should be made solely on the basis
of information contained in any such documents.


The Offer will not be made, directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facility of a national securities exchange of, the
United States, Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facilities from or within the United States, Canada,
Australia or Japan.  Accordingly, copies of this announcement and any related documents are
not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from the United States, Canada, Australia or Japan and persons receiving
this announcement and any related document (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or from the United States,
Canada, Australia or Japan or such other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.  Doing so may render invalid any purposed
acceptance of the Offer.


The availability of the Offer to persons who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions.  Persons who are not resident in the
United Kingdom should inform themselves about and observe any applicable requirements.


The Panel wishes to draw attention to certain UK dealing disclosure requirements following the
announcement of the Offer.  An 'offer period' is deemed to commence at the time when an
announcement is made of a proposed or possible offer, with or without terms.  Accordingly, the
offer period began on 6 June 2005.


The above disclosure requirements are set out in more detail in Rule 8 of the Code.  In
particular, Rule 8.3 requires public disclosure of dealings during the offer period by persons
who own or control, or who would as a result of any transaction own or control, one per cent.
or more of any class of the relevant securities of XN Checkout and Torex Retail.  Relevant
securities include XN Checkout Shares and Torex Retail Shares, securities of XN Checkout and
Torex Retail carrying conversion or subscription rights into such shares, options in respect
of and derivatives referenced to such shares.  In the case of the Offer, this requirement will
apply until the first closing date of the Offer or, if later, the date when the Offer becomes
or is declared unconditional as to acceptances or lapses.



If you are in any doubt as to the application of Rule 8 to you, please contact an independent
financial advisor authorised under the Financial Services and Markets Act 2000, consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20
7638 0129; fax [phone].



The XN Checkout Directors accept responsibility for the information contained in this
announcement relating to XN Checkout and its subsidiaries, themselves and their immediate
families and connected persons.  The Torex Directors accept responsibility for all the other
information contained in this announcement.  To the best of the knowledge and belief of the
Torex Directors and the XN Checkout Directors (who have taken all reasonable care to ensure
that such is the case) the information contained herein for which they are respectively
responsible is in accordance with the facts and does not omit anything likely to affect the
import of such information.








                                   APPENDIX I



                                   CONDITIONS



The Offer, which will be made by Evolution on behalf of Torex Retail, will
comply with the applicable rules and regulations of the City Code.  The Offer
will be governed by English law and will be subject to the jurisdiction of the
courts of England and to the terms and conditions set out in the Offer Document
and Form of Acceptance

The Offer will be subject to the following conditions:

(a)        valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. on the first closing date of the Offer (or
such later time(s) and/or date(s) as Torex Retail may, subject to the rules of
the Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Torex Retail may decide) of the XN Checkout Shares to which the
Offer relates, provided that, unless agreed by the Panel, this condition will
not be satisfied unless Torex Retail and/or its wholly-owned subsidiaries have
acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or
indirectly, XN Checkout Shares carrying, in aggregate, over 50 per cent. of the
voting rights then normally exercisable at a general meeting of XN Checkout on
such basis as may be required by the Panel (including for this purpose, to the
extent (if any) required by the Panel, any voting rights attaching to any shares
which are unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
conversion or subscription rights or otherwise); and for this purpose (i) the
expression 'XN Checkout Shares to which the Offer relates' shall be construed in
accordance with sections 428-430F of the Companies Act; and (ii) shares which
have been unconditionally allotted shall be deemed to carry the voting rights
which they will carry on issue;

(b)        the Office of Fair Trading indicating, in terms satisfactory to Torex
Retail, that it is not the intention of the Secretary of State for Trade and
Industry to refer the proposed acquisition of XN Checkout by Torex Retail, or
any matters arising therefrom, to the Competition Commission;

(c)        the passing at an extraordinary general meeting (or at any
adjournment thereof) of Torex Retail of any resolution or resolutions which are
necessary to increase the authorised share capital of Torex Retail and to grant
the directors of Torex Retail authority to allot the New Torex Shares in order
to implement the Offer and the acquisition of XN Checkout;

(d)        the London Stock Exchange agreeing to admit the New Torex Shares to
trading on AiM (subject only to the allotment of such shares) and such admission
becoming effective in accordance with the AiM Rules;

(e)        no central bank, government or governmental, quasi-governmental,
supranational, statutory or regulatory body, or any court, institution,
investigative body, association, trade agency or professional or environmental
body or (without prejudice to the generality of the foregoing) any other person
or body in any jurisdiction (each, a 'Relevant Authority') having decided to
take, instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute, regulation or
order or otherwise taken any other step or done any thing, and there not being
outstanding any statute, legislation or order, that would or might be reasonably
be expected to:

(i)         restrict, restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere with the implementation of,
the Offer or the acquisition of any XN Checkout Shares by Torex Retail or any
matters arising therefrom;

(ii)        result in a delay in the ability of Torex Retail, or render Torex
Retail unable, to acquire some or all of the XN Checkout Shares;

(iii)       require, prevent, delay or effect the divestiture by Torex Retail or
any of its subsidiaries, subsidiary undertakings or associated undertakings
(including any company of which 20 per cent. or more of the voting capital is
held by the Torex Group or any partnership, joint venture, firm or company in
which any of them may be interested) (together the 'wider Torex Group') or XN
Checkout or any of its subsidiaries, subsidiary undertakings or associated
undertakings (including any company of which 20 per cent. or more of the voting
capital is held by the XN Checkout Group or any partnership, joint venture, firm
or company in which any of them may be interested) (together the 'wider XN
Checkout Group') of all or any portion of their respective businesses, assets or
property or of any XN Checkout Shares or other securities in XN Checkout or
impose any limitation on the ability of any of them to conduct their respective
businesses or own their respective assets or properties or any part thereof;

(iv)       impose any limitation on, or result in any delay in, the ability of
any member of the wider Torex Group to acquire or hold or exercise effectively,
directly or indirectly, all or any rights of all or any of the XN Checkout
Shares (whether acquired pursuant to the Offer or otherwise) or to exercise
management control over any member of the wider XN Checkout Group or on the
ability of any member of the wider XN Checkout Group to hold or exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise management control over,
any other member of the wider XN Checkout Group, in each case to an extent which
is material in the context of the wider Torex Group taken as a whole or, as the
case may be, the wider XN Checkout Group taken as a whole;

(v)        require any member of the wider XN Checkout Group or the wider Torex
Group to offer to acquire any shares or other securities or rights thereover
owned by any third party in any member of the wider XN Checkout Group or in any
member of the wider Torex Group where such acquisition would be material in the
context of the wider XN Checkout Group taken as a whole or the wider Torex Group
taken as a whole, as the case may be;

(vi)       make the Offer or its implementation or the proposed acquisition of
XN Checkout or any member of the wider XN Checkout Group or of any XN Checkout
Shares or any other shares or securities in, or control of, XN Checkout,
illegal, void or unenforceable in or under the laws of any jurisdiction;

(vii)      impose any limitation on the ability of any member of the wider Torex
Group or the wider XN Checkout Group to integrate or co-ordinate its business,
or any part of it, with the business of any other member of the wider Torex
Group and/or the wider XN Checkout Group; or

(viii)      otherwise adversely affect any or all of the businesses, assets,
prospects or profits of any member of the wider Torex Group or the wider XN
Checkout Group or the exercise of rights of shares of any company in the XN
Checkout Group to an extent which is material in the context of the wider XN
Checkout Group taken as a whole or, as the case may be, the wider Torex Group
taken as a whole,

and all applicable waiting and other time periods during which such Relevant
Authority could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;

(f)         all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, deemed necessary or appropriate
by Torex Retail for or in respect of the Offer, the proposed acquisition of any
shares or securities in, or control of, XN Checkout or any member of the wider
XN Checkout Group by any member of the wider Torex Group or the carrying on of
the business of any member of the wider XN Checkout Group or the wider Torex
Group, the issue of the New Torex Shares or any matters arising therefrom being
obtained in terms satisfactory to Torex Retail and XN Checkout from all
appropriate Relevant Authorities or (without prejudice to the generality of the
foregoing) from any persons or bodies with whom any members of the wider XN
Checkout Group have entered into contractual arrangements (in each case where
the absence of such authorisation would have a material and adverse effect on
the wider XN Checkout Group taken as a whole) and such authorisations, orders,
grants, consents, clearances, licences, permissions and approvals remaining in
full force and effect and there being no written notice or intimation of any
intention to revoke, suspend or restrict or not to renew any of the same and all
necessary filings having been made, all appropriate waiting and other time
periods (including extensions thereto) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been terminated and
all necessary statutory or regulatory obligations in any jurisdiction in respect
of the Offer or the proposed acquisition of XN Checkout by Torex Retail or of
any XN Checkout Shares or any matters arising therefrom having been complied
with;

(g)        appropriate assurances being received, in terms satisfactory to Torex
Retail, from the Relevant Authorities or any party with whom any member of the
wider XN Checkout Group has any contractual or other relationship that the
interests held by any member of the wider XN Checkout Group under licences,
leases, consents, permits and other rights will not be adversely amended or
otherwise affected by the Offer or the proposed acquisition of XN Checkout or
any XN Checkout Shares or any matters arising therefrom, that such licences,
leases, consents, permits and other rights are in full force and effect and that
there is no intention to revoke or amend any of the same;

(h)        there being no provision of any agreement, instrument, permit,
licence or other arrangement to which any member of the wider XN Checkout Group
is a party or by or to which it or any of its assets may be bound or subject
which, as a consequence of the Offer or the acquisition of XN Checkout or any XN
Checkout Shares or because of a change in the control or management of XN
Checkout or any member of the XN Checkout Group or any matters arising therefrom
or otherwise, could or might (in any such case to an extent which is materially
adverse in the context of the wider XN Checkout Group taken as a whole)
reasonably be expected to have the result that:

(i)         any moneys borrowed by, or other indebtedness, actual or contingent,
of, or grant available to, any member of the wider XN Checkout Group becomes or
is capable of being declared repayable immediately or earlier than the repayment
date stated in such agreement, instrument or other arrangement or the ability of
any member of the wider XN Checkout Group to borrow moneys or incur indebtedness
is withdrawn, inhibited or adversely affected;

(ii)        any mortgage, charge or other security interest is created over the
whole or any part of the business, property or assets of any member of the wider
XN Checkout Group or any such security (whenever arising) becomes enforceable;

(iii)       any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any member of
the wider XN Checkout Group therein, is terminated or adversely modified or
affected or any action is taken or onerous obligation arises thereunder;

(iv)       the value of any member of the wider XN Checkout Group or its
financial or trading position is prejudiced or adversely affected;

(v)        any material asset or, other than in the ordinary course of business,
any asset of the wider XN Checkout Group being or falling to be charged or
disposed of;

(vi)       the rights, liabilities, obligations or interests or business of any
member of the wider XN Checkout Group in or with any other person, firm or
company (or any arrangement relating to such interest or business) is
terminated, modified or adversely affected; or

(vii)      any member of the wider XN Checkout Group ceases to be able to carry
on business under any name under which it currently does so;

(i)         save as Disclosed, no member of the XN Checkout Group having since
31 December 2004 (the date to which XN Checkout's last published audited
accounts were made up):

(i)         (save as between XN Checkout and wholly-owned subsidiaries of XN
Checkout) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital;

(ii)        recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution other than
dividends lawfully paid by a member of the XN Checkout Group to another member
of the XN Checkout Group;

(iii)       authorised or proposed or announced its intention to propose any
merger or acquisition or disposal or transfer of assets or shares or any change
in its share or loan capital;

(iv)       issued or authorised or proposed the issue of any debentures or, to
an extent which is material, incurred or increased any indebtedness or
contingent liability;

(v)        disposed of or transferred, mortgaged or encumbered any asset or any
right, title or interest in any asset or entered into or varied any contract,
commitment or arrangement (whether in respect of capital expenditure or
otherwise) which is of a long term or unusual nature or which involves or could
involve an obligation of a nature or magnitude which is material or authorised,
proposed or announced any intention to do so;

(vi)       entered into or varied or proposed to enter into or vary any
contract, reconstruction, amalgamation, arrangement or other transaction which
is of a long term or unusual or onerous nature or is otherwise than in the
ordinary course of business or announced any intention to do so;

(vii)      entered into, or varied the terms of, any contract or agreement with
any of the directors or, to the extent material, senior executives of XN
Checkout;

(viii)      taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its assets and
revenues;

(xi)       waived or compromised any claim other than in the ordinary course of
business which is material;

(x)        made any amendment to its memorandum or articles of association;

(xi)       entered into any contract, transaction or arrangement which is or is
reasonably likely to be restrictive on the business of any member of the wider
XN Checkout Group other than to a nature or extent which is not material in the
context of the business concerned;

(xii)      entered into any contract, commitment or agreement with respect to
any of the transactions or events referred to in this condition (i); and

(xiii)      been unable or admitted 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;

for the purposes of this condition 'material' shall mean material in the context
of the wider XN Checkout Group taken as a whole;

(j)       save as Disclosed, in relation to the XN Checkout Group
since 31 December 2004:



(i)       no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remained outstanding by or against any member of the wider XN Checkout Group or
to which any member of the wider XN Checkout Group is or may become a party
(whether as claimant, defendant or otherwise) which could or might reasonably be
expected to affect materially and adversely the XN Checkout Group taken as a
whole;

(ii)      no adverse change having occurred in the business, assets, financial
or trading position, profits or prospects of any member of the wider XN Checkout
Group which is material in the context of the wider XN Checkout Group taken as a
whole; and

(iii)     no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding in respect any
member of the wider XN Checkout Group which could or might reasonably be
expected to materially and adversely affect the wider XN Checkout Group taken as
a whole; and

(k)       Torex Retail not having discovered that:

(i)       any business, financial or other information concerning any member
of the wider XN Checkout Group disclosed by or on behalf of any member of the
wider XN Checkout Group, either contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not misleading
which is, in any case, material and adverse to the financial or trading position
of the wider XN Checkout Group taken as a whole; or

(ii)      any member of the wider XN Checkout Group is subject to any
liability, actual or contingent, which is not disclosed in the annual report and
accounts of XN Checkout for the financial year ended 31 December 2004 and is
material in the context of the wider XN Checkout Group taken as a whole.

The Offer will lapse if the Offer or the proposed acquisition of XN Checkout by
Torex Retail or any matter arising therefrom is referred to the Competition
Commission before the first closing date of the Offer or the date when the Offer
becomes or is declared unconditional as to acceptances, whichever is the later.

Conditions (c) and (d) must be fulfilled within 21 days after the later of the
first closing date of the Offer and the date on which condition (a) is
fulfilled.  Torex Retail reserves the right to waive condition (b) and all or
any of conditions (e) to (k) inclusive, in whole or in part. The Offer will
lapse unless all the above conditions are fulfilled or (if capable of waiver)
waived or, where appropriate, determined by Torex Retail to have been or remain
satisfied by midnight on the day which is 21 days after the later of the first
closing date and the date on which the Offer becomes or is declared
unconditional as to acceptances (or such later date as Torex Retail may, with
the consent of the Panel, decide).  Torex Retail shall be under no obligation to
waive or treat as fulfilled any of condition (b) and conditions (e) to (k)
inclusive by a date earlier than the date specified above for the fulfilment
thereof notwithstanding that the other conditions of the 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 Torex Retail is required by the Panel to make an offer for XN Checkout Shares
under the provisions of Rule 9 of the Code, Torex Retail may make such
alterations to the conditions as are necessary to comply with the provisions of
that Rule.

'Disclosed' means (i) as disclosed in XN Checkout's report and accounts for the
year ended 31 December 2004; (ii) as publicly announced by XN Checkout (by
delivery of an announcement to an authorised Regulatory Information Service)
prior to the date of this announcement (the 'Offer Date'); (iii) as disclosed in
this announcement; or (iv) as otherwise disclosed in writing to Torex Retail or
its advisers by or on behalf of XN Checkout prior to the Offer Date in the
context of the Offer.




                                  APPENDIX II



                                  DEFINITIONS



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


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


'AiM                                a market operated by the London Stock Exchange

'AiM Rules'                         the rules of the London Stock Exchange governing admission to and
                                    the operation of AiM

'Board' or 'Directors'              the directors of either Torex Retail and/or XN Checkout and/or
                                    the Independent Torex Directors and/or the Independent XN
                                    Checkout Directors, as the context requires


'business day'                      a day (other than a Saturday, Sunday or public holiday) when
                                    clearing banks are open for business in the City of London


'certificated' or 'in certificated  a share which is not in uncertificated form (that is a share not
form'                               held in CREST)


'Closing Price'                     the closing middle market quotation of a share


'Code' or 'City Code'               the City Code on Takeovers and Mergers as amended or interpreted
                                    from time to time by the Panel


'Competing Offer'                   an offer or possible offer by a third party, which is not acting
                                    in concert with Torex Retail, for all or some of the XN Checkout
                                    Shares not already owned by or on behalf of such third party or
                                    any transaction proposed by any such third party or XN Checkout
                                    which involves the acquisition of a substantial equity interest
                                    in or control of XN Checkout or a disposal or merger of all or a
                                    substantial part of the business or assets of XN Checkout


'CREST'                             the relevant system (as defined in the CREST Regulations) in
                                    respect of which CRESTCo is the operator (as defined in the CREST
                                    Regulations)


'CREST Regulations'                 the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

'CRESTCo'                           CRESTCo Limited

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


'Daniel Stewart'                    Daniel Stewart & Company PLC


'Enlarged Torex Group'              Torex Retail and its subsidiaries and subsidiary undertakings
                                    following the acquisition of XN Checkout


'Evolution'                         Evolution Securities Limited


'Form of Acceptance'                the form of acceptance and authority for use in connection with
                                    the Offer


'Independent Torex Directors'       the Torex Directors other than Christopher Moore


'Independent XN Checkout Directors' the XN Checkout Directors other than Christopher Moore


'London Stock Exchange'             London Stock Exchange plc


'New Torex Shares'                  the Torex Shares to be issued pursuant to the Offer


'Offer Document'                    the document to be addressed to XN Checkout Shareholders on
                                    behalf of Torex Retail, containing and setting out the terms and
                                    conditions of the Offer


'Offer'                             the recommended offer made by Evolution on behalf of Torex Retail
                                    for all the XN Checkout Shares on the terms and subject to the
                                    conditions set out in the Offer Document and the Form of
                                    Acceptance (including, where the context so requires, any
                                    subsequent waiver, revision, variation or extension thereof)


'Panel'                             the Panel on Takeovers and Mergers


'Shareholder'                       a holder of either Torex Shares or XN Checkout Shares, as the
                                    context requires


'Third Party Announcement'          an announcement made by a third party which is not acting in
                                    concert with Torex Retail or XN Checkout of an intention to make
                                    a Competing Offer (whether or not subject to pre-conditions)
                                    pursuant to Rule 2.5 of the Code, or otherwise


'Third Party Transaction'           the Competing Offer referred to in a Third Party Announcement


'Torex Board'                       the board of directors of Torex Retail


'Torex Directors'                   the directors of Torex Retail


'Torex Group'                       Torex Retail and its subsidiaries and subsidiary undertakings


'Torex Shares'                      the ordinary shares of 1 pence each in the share capital of Torex
                                    Retail


'Torex Retail' or 'Company'         Torex Retail plc

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


'uncertificated' or 'in             a share or shares recorded on the register of members as being
uncertificated form'                held in uncertificated form in CREST and title to which, by
                                    virtue of the CREST Regulations, may be transferred by means of
                                    CREST


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


'US Securities Act'                 the United States Securities Act of 1933, as amended

'XN Checkout'                       XN Checkout Holdings Plc

'XN Checkout Directors'             the directors of XN Checkout


'XN Checkout Group'                 XN Checkout and its subsidiaries and subsidiary undertakings


'XN Checkout Share Option Schemes'  together the Inland Revenue approved Enterprise Management
                                    Investment Scheme adopted by XN Checkout in January 2001, the
                                    Global Unapproved Share Option Plan adopted by XN Checkout in
                                    January 2001, the option agreement made between XN Checkout and
                                    Daniel Stewart dated 28 June 2004 (and including certain other
                                    options granted to XN Checkout Group employees, former employees
                                    and consultants over XN Checkout Shares)


'XN Checkout Shares'                the existing unconditionally allotted or issued and fully paid
                                    (or credited as fully paid) ordinary shares of 10 pence each in
                                    the capital of XN Checkout and any further such shares which are
                                    unconditionally allotted or issued fully paid or credited as
                                    fully paid after the date hereof and before the date on which the
                                    Offer ceases to be open for acceptance (or such earlier date as
                                    Torex Retail may, subject to the Code, decide) including any such
                                    shares which are so allotted or issued pursuant to the exercise
                                    of options granted under the XN Checkout Share Option Schemes or
                                    otherwise





Save where otherwise stated, for the purpose of this announcement, 'subsidiary',
'subsidiary undertaking' and 'associate' have the respective meanings given to
them by the Act.



In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.


                                  Appendix III





At the Company's inaugural Annual General Meeting on 28 April 2005, Robert
Loosemore, Chairman commented:



'Torex Retail performed strongly in 2004 and the momentum developed during last
year has been carried forward into 2005.  We are pleased to report that trading
to date is in line with our expectations and, with buoyant market conditions and
a high level of revenue visibility, the Board remain confident of both our full
year forecasts and the future growth prospects for the Group.



In addition, we are delighted with the progress made by the Alphameric Retail
Division (ARD), which was acquired in November 2004, and which continues to
trade in line with our expectations.  This reflects new business wins (Ann
Taylor and Littlewoods) for our Smartdecision merchandise planning product,
coupled with decisive action taken to reduce the cost base.  The division is now
fully integrated into the Torex Retail business.



Other highlights include:



  • First installations of Lucas into the UK: Following the successful launch
    in the UK of Lucas, our market leading Java EPOS Solution, installations
    have already been completed with Esprit, Deichmann shoe stores and a major
    regional department store.  Further announcements are expected shortly.
  • Cross selling of Lucas is ahead of schedule.  The very strong demand for
    Lucas from former ARD customer base has resulted in a number of early
    contract wins, including JD Sports with installations into their 68 UK
    stores planned for the next quarter.  In addition, Lucas has already been
    installed in Reiss' flagship New York store and Nora O'Connell stores in
    Ireland.'



Christopher Moore, Chief Executive, commented:



'I am delighted with the start we have made to the year.  Most encouraging has
been the new contract wins for Lucas, in particular, the deal with JD Sports in
the face of stiff competition.  This win, together with the UK Lucas sales, will
provide valuable reference sites from which to leverage Lucas further into the
UK market.  The outlook for the full year remains very positive.'










                                  Appendix IV



   Financial Effects for XN Checkout Shareholders of Acceptance of the Offer






(A)  CAPITAL VALUE                         Notes



Market Value of 2.547 New Torex Shares        (i)                                                  264.9p

Market Value of 1 XN Checkout Share          (ii)                                                  244.0p

Increase                                                                                            20.9p

This represents an increase of                                                                       8.6%


(B)  INCOME


Gross Income from 2.547 New Torex Shares     (iii)                                                  1.73p

Gross Income from 1 XN Checkout Share                                                                 nil



Notes



(i)                   The market value of New Torex Shares is based on the
Closing Price of 104p for a Torex Share on 9 June 2005, the last business day
prior to this announcement.



(ii)                 The market value of XN Checkout Shares is based on the
Closing Price  of 244p for a XN Checkout Share on 3 June 2005, the last business
day prior to XN Checkout's announcement that it was in bid discussions.



(iii)                The gross dividend income on the New Torex Shares is based
on the aggregate of the interim dividend of 0.10p per Torex Share and the final
dividend of 0.58p per Torex Share in respect of the financial period ended 31
December 2004.



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








                      This information is provided by RNS
            The company news service from the London Stock Exchange