Proposed Demerger

TT Group PLC
27 April 2001

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


                    For immediate release on 27 April 2001


                          TT Group PLC ('TT Group')


              Demerger of Beatson Group and James Gibbons Format


TT Group announces that it is today posting documents relating to the proposed
demerger to its shareholders. This follows TT Group having announced on 20
March 2001 that it was proposing the demerger of its glass container packaging
businesses in order to leave it focused on its electronic and electrical
activities.

Further information regarding the demerger is enclosed in this announcement.


Enquiries:


College Hill                                             020 7457 2020

James Henderson



HSBC Investment Bank plc ('HSBC'), which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for TT Group PLC and
no-one else in connection with the demerger and will not be responsible to
anyone other than TT Group PLC for providing the protections afforded to
customers of HSBC or for providing advice in relation to the demerger.



Background to and reasons for the demerger


Beatson Group and James Gibbons Format will be demerged to constitute Send
Group plc ('Send'), which on demerger will apply to have its shares admitted
to trading on the Alternative Investment Market ('AIM'). As part of the
demerger, Send will acquire two companies, being James Gibbons Limited and
Rollalong Holdings Limited from John Newman, TT Group's Executive Chairman,
and his family interests. The companies being acquired will give Send the
appropriate critical mass, growth potential and cash generative capabilities
suitable for admission to AIM.


In March 2000, the board of TT Group announced that it had carried out a
comprehensive review of TT Group's businesses and decided that the future of
TT Group lay in the expansion of its electronic and electrical activities
through aggressive organic development of new products together with selective
international acquisitions. At that point, a decision was taken to dispose of
TT Group's non-core businesses, which at that time comprised its packaging
businesses as well as other activities.


Following this decision, certain disposals have been made and Beatson Group
and James Gibbons Format remain the principal non-electronic/non-electrical
businesses left in TT Group. The board of TT Group has actively sought
possible buyers for these businesses and has concluded that fair value for
shareholders would currently not be achieved from this method of disposal.


TT Group believes the demerger will provide shareholders and the market
generally with improved visibility of the earnings and prospects for TT
Group's electronic and electrical businesses. In addition, it will also have
the benefit of enabling TT Group and Send to pursue independent strategies and
return value to shareholders and enable them to participate in the future
development of Send.


The demerger


The demerger, if approved by shareholders, will be implemented by way of the
declaration of a special dividend in specie of Send shares to qualifying
shareholders. Subject to shareholder approval of the demerger, each qualifying
shareholder will receive:


                for every 20 TT Group shares      1 Send share


Send shares issued to qualifying shareholders will on admission amount to
approximately 61 per cent. of Send's issued share capital with the balance of
39 per cent. to be issued to John Newman and his family interests in
consideration for the sale of James Gibbons Limited and Rollalong Holdings
Limited.


The acquisition of James Gibbons Limited and Rollalong Holdings Limited will
be effected by two separate acquisition agreements and completion of these
agreements is conditional, inter alia, upon admission to AIM so that the
companies being acquired by Send never become part of TT Group.


Following the demerger and admission, TT Group and Send will operate as
independent groups, quoted on the Official List and AIM respectively, and no
company within TT Group or Send will have any beneficial shareholding in any
subsidiary of the other.


Any trading between the two groups will be conducted at arm's length and on
normal commercial terms. There will be no other ongoing relationship between
TT Group and Send, save for certain transitional arrangements and property
leases. No director of TT Group will have any office or employment with Send
and no director of Send will have any office or employment with TT Group.


Immediately following the demerger, TT Group's financial position will reflect
that Beatson Group and James Gibbons Format are being demerged with some £16.3
million of bank debt and a further £8 million in term loans due to TT Group.
TT Group will benefit from reduced interest charges following the reduction in
its borrowings, the receipt of loan interest from Send and of rental income
from properties occupied by Beatson Group.


Overview of Send


Following shareholder approval and admission to AIM, Send will comprise
Beatson Group, James Gibbons Format, Rollalong Holdings Limited and James
Gibbons Limited.


The Send executive team will be Stephen Compson and Andrew Bale, formerly in
senior positions at Hanson plc and TT Group respectively and currently
employed by John Newman and his family interests managing the businesses of
Rollalong Holdings Limited and James Gibbons Limited. The Non-executive
Chairman will be Ian Menzies-Gow who has been Executive Chairman of Geest PLC
since 1996 and also has considerable experience in the construction industry.
The second Non-executive Director will be Harry Cooper, who has been Group
Finance Director of Whatman plc since 1996.


Beatson Group and James Gibbons Format

Beatson Group, founded in 1751, specialises in providing glass-packaging
products for the pharmaceutical, food and beverage industries. Its flexible
production facilities are targeted at customers with low to medium volume
requirements. The acquisition by TT Group in 1996 of amber glass producer,
Lewis & Towers, added manufacturing facilities that enable it to offer very
short run lengths and lead times which are particularly attractive to
customers testing trials of new products or with low volume requirements.


James Gibbons Format, founded in 1670, is a manufacturer of fine quality
architectural ironmongery using modern production methods and an experienced
workforce. Its products, which include door closers, hinges and door handles,
have been tested to British and international standards and its 'Format' range
of products holds a Design Council Award.


The aggregated turnover and operating profit for Beatson Group and James
Gibbons Format for the year to 31 December 2000 was £57.3 million and £3.3
million respectively. Net assets as at 31 December were £23.6 million.




Rollalong Holdings Limited

Rollalong, established in 1932, is a provider of modular and portable
buildings in the UK. The company has, in recent years, extended the range and
application of the modular accommodation units it offers to customers both in
the public and private sectors. The company now designs and manufacturers
pre-designed timber and steel framed modular accommodation clad in a variety
of different styles, standard portable cabins and equipment accommodation
modules used mainly by telecommunications companies.


The turnover and operating profit for Rollalong Holdings Limited for the year
to 31 December 2000 was £28.2 million and £0.8 million respectively. Net
assets as at 31 December were £0.9 million.


James Gibbons Limited

James Gibbons Limited, established in 1670, specialises in the design,
manufacture, supply and installation of aluminium windows and curtain walling
systems, shop fronts and roller shutter doors. A structural glass division has
been established operating as a fully licensed and accredited installer of
Pilkington Planar products and also supplies a range of fire rated products.


The turnover and operating profit for James Gibbons Limited for the year to 31
December 2000 was £7.2 million and £0.1 million respectively. Net assets as at
31 December were £0.5 million.


Expected timetable


The documents to be posted today include a notice of an extraordinary general
meeting for the shareholders of TT Group to approve and effect the demerger.
This will be held on 14 May 2001 and proxies should be lodged at the latest by
12 May 2001 (precise times being set out in the documentation). Subject to
approval by shareholders and the satisfaction of the other conditions relating
to the demerger, it is expected that trading in Send shares will commence on
15 May 2001.