FDC Financial Dev

RNS No 0572r
FOCUS DYNAMICS PLC
7 September 1999

                   FOCUS DYNAMICS plc
           ("Focus Dynamics" or "the Company")
                            
                 DEFENCE DOCUMENT POSTED
                            
The  board  of Focus Dynamics is today posting a  defence
document to its shareholders which categorically  rejects
the    unsolicited   offer   from   Breckenburn   Limited
("Breckenburn")  to  acquire  the  entire  issued   share
capital of Focus Dynamics.

The  Board  believes  that  Breckenburn's  Offer  is   an
opportunistic attempt to deprive shareholders of the true
realisable  value of Focus Dynamics' assets  at  a  price
which is significantly below the Company's fair break  up
value.  The Board continues to recommend rejection of the
Breckenburn for the following reasons:

* At  31st  July 1999, the Focus Group had  net  cash
  balances of approximately #2.774 million, equivalent to
  16.8p per Focus Dynamics share - over half the value of
  the Breckenburn Offer.

* The Board has received a number of indicative offers
  for  the  Components Division from potential purchasers
  which  would have realised values for that division  at
  levels ranging up to #4.124 million.  If a sale were to
  occur at that level that offer would equate to 25.0p of
  cash per Focus Dynamics share.

* Both Trevor Wheatley and Bill Eastwood, directors of
  Breckenburn and former Directors of Focus Dynamics, were
  supportive of the decisions to invest some #5.7 million,
  equivalent  to  34.8p  per  Focus  Dynamics  share,  in
  acquiring  Dietz,  the  principal  constituent  of  the
  Industrial Control Division.  Breckenburn is now trying
  to  buy the whole Group for less than the cost of  that
  investment.

* If the Offer is successful a company controlled  by
  Trevor  Wheatley  will gain control of  the  Industrial
  Control  Division for less than a quarter of the  price
  (before  any  payment for the net cash and net  current
  assets within the Industrial Controls Division) paid for
  it by the Company.

* The  Filtration  Division has been restructured  to
  further  reduce  its costs and a new Managing  Director
  recently  appointed - with the benefit of  the  Technip
  contract,  which  is  expected to  make  a  significant
  contribution in the current financial year, this division
  should  be  capable of disposal at an acceptable  level
  within the foreseeable future.

* The Directors acknowledged that recent trading  had
  been disappointing in their statement of 15th July 1999,
  but since the release of that statement, trading has been
  more encouraging throughout the Group's businesses.  The
  Board believes that the Company's share price has  been
  adversely affected not only by market sentiment towards
  the Company and smaller engineering companies generally
  but also by concerns about the potential litigation from
  Emerson  Electric  Co arising out  of  the  restrictive
  convenants previously entered into with Emerson Electric
  Co  by  Trevor  Wheatley,  the  professional  costs  of
  defending that action, the costs of defending a previous
  hostile  bid  and the costs of remaining  as  a  listed
  company.

* Whilst  the parties expressing an interest  in  the
  Company as a whole have now withdrawn, the Directors are
  of the view that a reasonable break up valuation should
  return  to shareholders substantially in excess of  the
  current bid level.  Consequently, in the absence  of  a
  higher offer, the Board intends to recommend the orderly
  disposal  of the constituent businesses of the  Company
  with a view to returning substantially more than 32p of
  cash per Focus Dynamics share to shareholders within six
  months.

The Board strongly urges shareholders to reject the Offer
and  to  take  no  action in response to the  Breckenburn
Offer  Document and has been so advised by Albert E Sharp
Securities.

The Directors have no intention of accepting the Offer in
respect  of  their personal holdings in  Focus  Dynamics,
amounting  to 403,575 ordinary shares, representing  2.45
per cent. of the issued ordinary share capital  of  Focus
Dynamics.

Focus  Dynamics Chairman, Sir James McKinnon,  commented:
"We  have been considering our future as a listed company
with  a  view to maximising shareholder value.  It  seems
clear  that  the  Breckenburn Offer is  an  opportunistic
attempt  to  break up this group without  a  satisfactory
return to shareholders.  We are confident a better result
can be achieved."

Copies  of  the  Focus  Dynamics  defence  document   are
available  from  Albert  E Sharp Securities,  60  Lombard
Street,  London, EC3V 9EA and at Temple  Court,  35  Bull
Street, Birmingham, B4 6ES and at Focus Dynamics' Office,
10 St Giles, Technology Park, Newtown, Powys, SY16 3AJ.

Enquiries:

Focus Dynamics plc                           01686 622222
Mike Gulliford, Chief Executive

Albert E Sharp Securities                   0171 464 8421
Guy Peters

Square Mile Communications                  0171 601 1000
Kevin Smith

Terms defined in the Offer Document have the same meaning
in  this  press  release,  unless  the  context  requires
otherwise.

Albert  E  Sharp  Securities, which is regulated  by  The
Securities  and Futures Authority Limited, is acting  for
Focus Dynamics plc and no-one else in connection with the
Offer  from  Breckenburn and will not be  responsible  to
anyone  other  than Focus Dynamics plc for providing  the
protections  afforded  to customers  of  Albert  E  Sharp
Securities,  or  for giving advice in  relation  to  that
Offer.

END

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