INS Instem Plc

RNS Number:5428O
Eagerport Limited
06 July 2005



Immediate Release                                                    6 July 2005


This announcement is not for release, publication or distribution in or into
Canada, Australia or Japan.


                             Recommended Cash Offer

                                       by

    KPMG Corporate Finance on behalf of the Offeror, a wholly owned indirect
   subsidiary of Anixter International Inc. and (in the United States) by the
                                    Offeror

                                      for

                                Infast Group plc

                     Offer unconditional as to acceptances

Further to the announcement on 26 May 2005 by Eagerport Limited (the "Offeror")
of its Offer for all of the issued and to be issued ordinary share capital of
Infast Group plc ("Infast"), the Offeror announces that as at 1.00 p.m. (London
time) on 5 July 2005, it had received valid acceptances of the Offer in respect
of 108,888,084 Infast Shares, representing 95.22 per cent of the entire existing
issued ordinary share capital of Infast. The Offer has therefore become
unconditional as to acceptances and will remain open for acceptance until
further notice.

Included within these acceptances are acceptances in respect of 2,204,646 Infast
Shares, representing approximately 1.93 per cent of the entire existing issued
ordinary share capital of Infast, which were the subject of irrevocable
undertakings to accept the Offer from each of the Infast Directors in respect of
their entire beneficial holdings of Infast Shares and the holdings of those
persons connected with them.

Also included within these acceptances are acceptances in respect of 57,826,516
Infast Shares, representing approximately 50.57 per cent of the entire existing
issued ordinary share capital of Infast, which were the subject of irrevocable
undertakings to accept the Offer from certain other Infast Shareholders.

As announced on 26 May 2005, the Offeror and Anixter received a non binding
letter of intent to accept the offer from Societe Generale Asset Management UK
Limited in respect of 7,085,000 Infast Shares, representing approximately 6.20
per cent of the entire existing issued ordinary share capital of Infast.
Societe Generale Asset Management UK Limited announced on 31 May 2005 that
following the sale of 2,150,000 Infast Shares on 27 May 2005, the number of
Infast Shares subject to the terms of this non-binding letter of intent was
4,935,000. The Offeror confirms that included within the valid acceptances
received to the Offer are acceptances in respect of 4,935,000 Infast Shares,
representing approximately 4.32 per cent of the entire existing issued ordinary
share capital of Infast, which were the subject of such non binding letter of
intent to accept the Offer.

Prior to the commencement of the Offer Period, neither the Offeror, nor any
person deemed to be acting in concert with it, owned or controlled any Infast
Shares, or any rights over Infast Shares. Neither the Offeror, nor any person
deemed to be acting in concert with it, has acquired or agreed to acquire any
Infast Shares or any rights over Infast Shares during the Offer Period.

Infast Shareholders who have not yet accepted the Offer, and who wish to do so,
should accept the Offer as soon as possible. The procedures for acceptance of
the Offer are set out on pages 14 to 16 of the Offer Document and in respect of
certificated holders only, in the Form of Acceptance. Additional copies of the
Offer Document and Form of Acceptance can be obtained from Capita Registrars
(telephone 0870 162 3121, or +44 (0) 208 639 2157 if telephoning from outside
the UK).

The Offer remains subject to the terms and conditions set out in the Offer
Document.

Terms defined in the Offer Document dated 27 May 2005 have the same meaning in
this announcement save where the context requires otherwise.

Enquiries:

Anixter                            Dennis Letham       Tel: +1 224 521 8601

KPMG Corporate Finance             Charles E Cattaneo  Tel: +44 (0) 121 232 3356

Buchanan Communications            Charles Ryland      Tel: +44 (0) 207 466 5000
                                   James Strong

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for Anixter and the Offeror as financial adviser in relation to the Offer
and is not acting for any other person in relation to the Offer. KPMG Corporate
Finance will not be responsible to anyone other than Anixter and the Offeror for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.

This announcement does not constitute an offer or invitation to purchase any
securities or the solicitation of an offer to buy any securities, pursuant to
the Offer or otherwise.  The Offer is being made solely pursuant to the Offer
Document and the Form of Acceptance accompanying the Offer Document, which
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of
Canada, Australia, Japan or any jurisdiction where to do so would violate the
laws in that jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility, directly or indirectly from or
within Canada, Australia, Japan or any such jurisdiction.

The Offer in the United States is being made solely by the Offeror, and neither
KPMG LLP, KPMG Corporate Finance, nor any of its respective affiliates, is
making the Offer in the United States.

The members of the Anixter Offer Committee accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the members of the Anixter Offer Committee (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

The Offeror Directors, accept responsibility for the information contained in
this announcement relating to the Offeror, the Offeror Directors and their
immediate families and persons connected with them (within the meaning of
section 346 of the Act).  To the best of the knowledge and belief of the Offeror
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.

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

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