Potential merger

Aukett Fitzroy Robinson Group PLC
08 August 2007



Aukett Fitzroy Robinson Group Plc
('AFR' or the 'Group')

Merger discussions

The boards of AFR and SMC Group plc ('SMC') announce that they have entered into
non binding heads of agreement relating to a proposed merger of the two
companies.

Shareholders are advised that the discussions are at any early stage and a final
agreement is subject to extensive commercial, financial and legal due diligence.
There can therefore be no guarantee that agreement on the final terms of the
merger will be reached or that the merger will proceed.

The proposed merger would create a group with some 890 staff with operations in
38 offices across nine countries.

Further announcements will be made as appropriate.



Enquiries:


Aukett Fitzroy Robinson Group Plc                     Tel: [phone]
Nicholas Thompson, CEO

JM Finn & Co Ltd                                      Tel: [phone]
Clive Carver

Adventis Financial PR                                 Tel: [phone]
Chris Steele


Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of AFR all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction.  This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends.  If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of AFR, they will be deemed to be a single
person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of AFR by any offeror or AFR, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.  If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.

In accordance with Rule 2.10 of the Code, AFR announces that it has 145,618,693
ordinary shares of 1p each in issue.  The International Securities
Identification Number for AFR ordinary shares is GB0000617950.


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