---

Tomkins Tender Offer Result

19 April 1999

Tomkins Tender Offer Result

    LONDON--April 19, 1999--Tomkins PLC , the international manufacturing company, is pleased to announce that it has received valid tenders for approximately 190.5 million of its ordinary shares including 675,000 American Depository Shares representing 2.7 million ordinary shares. The Tender Offer for up to 167 million ordinary shares, or nearly 15 percent of its issued ordinary share capital, was announced on March 15, 1999 and closed on April 16, 1999 following shareholder approval at an Extraordinary General Meeting of the Company held on that day.
    Tomkins has set the strike price at 250 pence per ordinary share. As the number of ordinary shares tendered exceeds the 167 million for which the Company sought tenders, valid tenders will be scaled back pro rata so that 876 shares will be repurchased for every 1,000 shares tendered. It is expected that the repurchase of the tendered shares will be effected by Warburg Dillon Read on behalf of Tomkins before 11:30 am (London time) today.
    The consideration for the Tender Offer of approximately (pound)417.5 million, will be sent on April 26, 1999 to those shareholders who successfully tendered their shares.

Gregory Hutchings, Tomkins Executive Chairman, said:

    "We are delighted that the Tender Offer has been successfully completed in full. We remain committed to optimizing the efficiency of our capital structure and have plenty of scope to continue our ongoing share buy-back program."