Further re Acquisition, etc.

TBI PLC
13 August 1999

Contact       Keith Brooks, Chief Executive
              TBI plc                                       0171 355 2345

              Tony Allen / Chris Brooks
              N M Rothschild & Sons Limited                 0171 280 5000

              David Bick
              Holborn Public Relations                      0171 929 5599
                                               [e-mail]


            NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
                     UNITED STATES, CANADA, JAPAN OR AUSTRALIA


                                       TBI plc
               Proposed Acquisition of Airport Group International

Summary

* Circular on proposed acquisition by TBI of Airport Group International
  Holdings posted to shareholders

* Acquisition consideration remains at US$143.4 million under the revised
  purchase agreement

* Enlarged group will now be involved in handling approximately 40 million
  passengers and over a million tonnes of cargo in 32 locations worldwide

* New group embraces airport ownership, management services and airline
  services

* Acquisition will be cashflow positive and enhance earnings per share in
  first full year of ownership.


Commenting on the acquisition, Keith Brooks, Chief Executive, said:

'This acquisition fulfils our strategic objective to become one of the leading
airport groups in the world.  That position will enable us to capitalise on
the many attractive opportunities available to the enlarged group.  It also
enables us to make a real improvement to the assets and the business streams
being acquired.'

          NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
                    UNITED STATES, CANADA, JAPAN OR AUSTRALIA


                                    TBI plc
              Proposed Acquisition of Airport Group International

TBI plc ('TBI') announced on 20 May 1999 its conditional acquisition of all
the trading subsidiaries and partnership interests of Airport Group
International Holdings, LLC ('AGIH').  On 2 August 1999, it was announced that
TBI had agreed with the shareholders of AGIH to restructure the conditional
agreement entered into on 20 May 1999 to ensure that the pre-emption rights of
the joint venture partners of AGIH would not apply to the Acquisition.  TBI
has now entered into a revised agreement (the 'Purchase Agreement') to acquire
the entire issued share capital of AGIH ('Acquisition').  The acquisition
consideration of US$143.4 million (£89.0 million) remains unchanged and will
be satisfied by the payment of US$45.4 million (£28.2 million) in cash with
the remaining US$98 million (£60.8 million) being satisfied by the issue of
new ordinary TBI shares ('New TBI Shares') to AGIH's major shareholders.

Due to the size of the transaction, the Acquisition is conditional on, amongst
other things, the approval of TBI shareholders in general meeting.  This
approval will be sought at an extraordinary general meeting ('EGM'), to be
held at 11.00am on 17 September, 1999 at the offices of Norton Rose, Camomile
Street, London, EC3.

A circular comprising listing particulars in relation to the New TBI Shares
and containing details of the Acquisition (the 'Circular') and a notice
convening the EGM has been despatched to TBI shareholders.

Background to, and Reasons for, the Proposed Acquisition

TBI has owned and operated airports since 1995 when it acquired Cardiff
International Airport.  Since the acquisition of Belfast International
Airport, Orlando Sanford International Airport and Stockholm Skavsta Airport,
TBI has become a significant player in the international market of airport
operation and management.  Following the recent sale of the TBI Group's
property business for £190 million in May 1999, TBI is entirely focused on
airport operation and management.  There are two components to TBI's strategy.
 First, to continue to realise the potential of its four existing airports,
and second, to acquire airports or airport related businesses which will
create long-term shareholder value.  Successful fulfilment of the second
element requires a proper understanding of a fast-changing and evolving market
together with the appropriate qualifications.

Airport privatisation, which began in the UK, is now taking place worldwide
and gathering increasing momentum.  In addition to outright sales and
flotations, airport privatisation has included public/private partnerships,
the granting of long-term concessions and the transfer of technology.  In the
USA, airport privatisation is in its infancy and the directors of TBI ('the
Directors') believe it is likely to take the form of a private
operator/manager having responsibility for a discrete airport activity or an
identifiable part of the airport, for example, passenger terminal development
and management.

The Directors believe these changes in the privatisation process are the
result of vendors becoming more sophisticated and structuring privatisations
to address the particular needs of a community or city.  As a result, a high
level and depth of technical competence, a wide skills base and established
track record are becoming prerequisites in today's market for successful
bidding in airport privatisations.  The Directors believe the acquisition of
AGIH will ensure that TBI is one of only a small number of airport specialists
that will have all these qualifications and so will be well placed to take
advantage of future opportunities, particularly in the USA where existing
experience of managing or operating airports will be of critical importance.

The worldwide presence and size of operations of TBI as enlarged by the
acquisition of AGIH (the 'Enlarged Group') will also involve benefits of
synergy.  While these should not be overstated initially, the Enlarged Group
will be able to use considerable weight in negotiations with customers and
suppliers, as well as take advantage of the best methodology available to the
Enlarged Group whether in operations, technology or management.  The Directors
believe that airports where the Enlarged Group will have an involvement would,
on a combined basis, handle approximately 40 million passengers and process
over a million tonnes of cargo at 32 locations around the world, annually.

The combination of TBI's established financial disciplines, strong balance
sheet and commercial single-mindedness, together with AGIH's strength of
operations and technical skills will, the Directors believe, make the enlarged
entity a formidable presence.

The Acquisition will also embrace airport related activities such as airline
services.  These include into-plane fuelling and fuel farm management, cargo
services, passenger handling and ground handling.  AGIH's airline services
businesses are mostly based in the USA, where the market for such businesses
is generally fragmented, relatively unsophisticated and characterised by the
absence of a major player or operator particularly at regional airports.  The
Directors believe there is a significant opportunity to improve market share,
rationalise operations and improve the efficiency and profitability of these
operations through proper incentivisation.  Airline services are complementary
to, and sometimes integral to the operations of an airport and compatible with
airport ownership/operations generally.  The carrying out of such activities
at an airport may provide the operator in question with an entry to other
ownership and management opportunities.

The Acquisition brings the addition of new income streams and the opportunity
to improve them.  Together with the synergies outlined above, it will provide
TBI with an excellent platform for fulfilling its strategy, thereby enhancing
shareholder value. The major shareholders of AGIH, Soros Capital LP, Lockheed
Martin Corporation and GE Capital Services Structured Finance Group, Inc.,
will as a result of the Acquisition become shareholders in TBI, holding, in
aggregate, 10.6% of TBI's issued share capital as enlarged by the Acquisition.

On the basis of the closing mid-market price of an ordinary share in TBI ('a
TBI Share') on 11 August 1999 (the latest practicable date prior to
publication of the Circular), the Acquisition would result in the issue of
69,686,634 TBI Shares to AGIH shareholders, representing 13.6% of TBI's issued
share capital as enlarged by the Acquisition.  TBI Shares issued to
shareholders in AGIH will be the subject of orderly market undertakings.

In the first full year of ownership the Acquisition will be cashflow positive
and enhance earnings per share before goodwill amortisation and non-recurring
reorganisation costs.  In the medium term, the equity investments should also
provide significant earnings and cash contributions, with possible attendant
increases in capital values.

Summary of the Proposed Acquisition

Pursuant to the revised Purchase Agreement, entered into today, TBI will
acquire the entire share capital of AGIH.  The consideration for the
Acquisition is US$143.4 million (£89.0 million) and will be satisfied by the
payment of US$45.4 million (£28.2 million) in cash with the remaining US$98.0
million (£60.8 million) being satisfied by the issue of up to 71,329,000 New
TBI Shares, representing approximately 13.9% of TBI's issued share capital as
enlarged by the Acquisition.

The Acquisition will be completed five business days after the satisfaction or
waiver of the conditions stated in the Purchase Agreement (which were set out,
in broad terms, in the press announcement dated 20 May 1999) or such other
date as TBI and the shareholders of AGIH may agree subject to a longstop date
of 30 September 1999.  The conditions to which the Purchase Agreement is
subject include obtaining all relevant third party consents the New TBI Shares
being admitted to the Official List and TBI shareholders approving the
Acquisition.  The passing of the resolutions to be proposed at the EGM is
expected to be the final condition (other than listing the New TBI Shares) and
completion is expected to take place on 23 September 1999.

Information on the AGIH Group

The business carried on by AGIH and its subsidiaries ('AGIH Group') began in
1928 by providing services to North American airlines and airports.  With the
worldwide privatisation of airports and airline services and related
activities, the AGIH Group used its airline services business as a springboard
to establish itself as a significant player in the airline services and
airports market.  In 1998, the AGIH Group handled approximately 33 million
passengers, 1 million air traffic movements ('ATMs') and 1 million tonnes of
cargo at the 28 airports from which it operates worldwide.

The AIGH Group has three areas of activity: the provision of services to
airlines, the management of airport operations and the ownership of airports.

The net assets of AGIH were stated to be US$49.8 million as at 31 December
1998.

Airline Services

This business involves the provision of services to airlines, aircraft
operators and airport operators.  The AGIH Group provides these services,
which include fuel farm management systems, into-plane refuelling, ground
handling, facility operation, passenger handling, maintenance and cargo. 
These businesses tend to charge a fixed fee each time a service is provided
and the profitability of these operations is affected by, amongst other
things, the scale of operations at each site.

In recent years, due to AGIH's desire to develop its business in other areas,
management focus has been diverted from the airline services business, which
operates in a highly fragmented market. Consequently, this part of the
business provides the opportunity to generate improved returns by increasing
the scale of operations at each site.

The provision of airline services also provides the AGIH Group with the
ability to operate at airports prior to the start of any privatisation
process.  It was this position which led the AGIH Group into the provision of
airport management services.

Airport Management Services

The management of airport and terminal operations by the AGIH Group is
currently undertaken at five locations in North America for airports which are
still in the public sector.  The AGIH Group is generally remunerated on a
fixed fee basis.

In recent years, due to AGIH's desire to develop its business in other areas,
management focus has been diverted from the airport management services
business.  The Directors believe there are opportunities to introduce
performance related fee structures into management contracts.  In countries
where public sector ownership of infrastructure remains a requisite feature,
the Directors believe this business stream could enable these operations of
the AGIH Group to operate outside the privatisation process, both profitably
and without requiring capital investment.

Airport Ownership

Due to the AGIH Group's presence in the airport services and airport
management market, it was well positioned to enter into the worldwide airport
privatisation process that began during the 1990's.  The AGIH Group was active
in pursuing the opportunities created by this process.  However, with capital
rationing the AGIH Group has generally sought to take an equity interest in a
wider based consortium seeking to acquire airports.  Consequently, it owns a
proportion of the equity at a number of airports and in addition is
remunerated for its operational services through a technical services
contract.  These contracts generally provide for an incentive based fee with a
minimum fee level defined.

United Kingdom

In 1998 the AGIH Group acquired a 25% equity interest in the London Luton
airport operator, which has a 30 year concession over the airport.

London Luton Airport handled 4.1 million passengers, 70,000 ATMs and 30,000
tonnes of cargo in the financial year ended 31 December 1998.  The Directors
expect overspill traffic from Heathrow and Gatwick airports over the next few
years to benefit London Luton airport significantly.

Australia

The AGIH Group has acquired equity stakes in three Australian airport
operating companies comprising Perth, Northern Territories (Darwin, Alice
Springs, Tennant Creek) and Hobart.

The Directors believe the opportunity to drive performance in these airports
is considerable.  Improving the airports' performance will benefit the AGIH
Group through its incentivised technical service fees as well as its
dividend-style income.

Bolivia

AGIH acquired the airport operating company in Bolivia in 1997 and currently
owns 90.1% of that company, which has a 25 year concession to operate the
airports at La Paz, Santa Cruz and Cochabamba.  There are no other airports of
significance in Bolivia.  The three airports processed 2.4 million passengers
in 1998.  Historically, the airports had not been operated on a commercial
basis and consequently the Directors believe there are significant
opportunities to improve performance.  These include, by way of specific
examples, the introduction of duty free from 1 October 1999 and a
sub-concession for into-plane refuelling which may start later this year.

Financial Performance

Whilst AGIH has successfully developed a broad spread of airport businesses,
the historic financial performance has been depressed by the very substantial
central costs base that has been developed around its efforts to participate
in worldwide airport privatisations.  Many of these costs were of a
transactional nature related to AGIH's business development programme.  Under
TBI's rigorous analysis of acquisition opportunities, costs of this type will
be very significantly reduced.  AGIH's central costs over the past three years
have ranged between US$12 million and US$18 million.  In the first year of
ownership, TBI expects such costs to be no more than US$8 million.  It is
estimated that the achievement of these cost savings will not incur
considerable exceptional charges.  During the last three financial years, the
three operating businesses generated operating profits as follows:


                                                1996    1997    1998
                                                   US$ thousands
Operating profit/(loss)
Airline Services                               4,742   5,451   4,553
Airport Management                             2,409   2,578   1,926
Airport Ownership 1                                -   2,475      (5)

1  The Airport Ownership operating profit figure does not include
dividend-style income of US$0.9 million in 1997 and US$1.5 million in 1998. 
The Airport Ownership operating figure for 1998 includes an exceptional
provision against doubtful debts of US$1.8 million.

Consequently, going forward, the board of TBI believes that, in the first year
of ownership, this acquisition will be earnings enhancing before goodwill
amortisation and non-recurring reorganisation costs, and before taking into
consideration economies of scale and synergies.

Current Trading

In the first quarter of the current financial year, TBI has experienced
further growth in passenger numbers at its airports:  Belfast International
Airport, TBI's largest airport, is up 12% and Cardiff International Airport is
up 7%.  AGIH's financial performance has been in line with management
expectations.  In addition, AGIH has advanced several new opportunities: in
June 1999, AGI, Inc., the principal operating subsidiary of the AGIH Group was
named as preferred bidder for the development, operation and management of
Ciudad Real Airport, near Madrid in Spain; and in July 1999, AGI Inc. was
named as preferred bidder for Juan Santamaria San Jose Airport in Costa Rica.

The Directors are confident of the Enlarged Group's prospects for the current
financial year and believes it will continue to grow organically and through
acquisitions, as it capitalises on the many opportunities becoming available
in the future.

Listing, Settlement and Dealings

Application has been made to the London Stock Exchange for the New TBI Shares
to be admitted to the Official List of the London Stock Exchange.  The New TBI
Shares will rank pari passu with existing TBI shares.  It is expected that
listing will become effective on 24 September 1999 and dealings in the New TBI
Shares will commence on the London Stock Exchange on 24 September 1999.

N M Rothschild & Sons Limited, which is regulated by The Securities and
Futures Authority Limited, is acting as financial adviser to TBI and no one
else in relation to the Proposed Acquisition and will not be responsible to
anyone other than TBI for providing the protections afforded to customers of N
M Rothschild & Sons Limited or for providing advice in relation to the
Proposed Acquisition.