Acquisition

Worthington Nicholls Group plc
26 June 2006


RNS release


26 June 2006


    Worthington Nicholls Group plc ('Worthington Nicholls' or 'the Company')
                       Acquisition of Project Air Limited


Worthington Nicholls, one of the UK's leading independent installers of air
conditioning, heating, ventilation and chilled water systems, is pleased to
announce that it has completed its first acquisition since its shares were
admitted to AIM earlier this month.

The Company has acquired the entire issued equity of Project Air Limited.
('Project Air'), a specialist installer of air conditioning systems to the
retail sector. Its customers include well-known high street retailers, such as
Phones 4 U, Hamleys, The Bear Factory, and TM Lewin. Project Air is based in
Rugeley, Staffordshire. The business was established in 1992 and today has a
total of 23 staff including 13 engineers.

In the year to 31 March 2006, Project Air reported turnover of approximately
£3,236,000 generating approximately £754,000 in post-tax profits. Immediately
prior to completion and as part of the acquisition, assets with a value of
£129,000 were transferred to Project Air from GC and AD Price, the partnership
that provided air conditioning service and maintenance services alongside
Project Air and which held all the business assets utilised by Project Air and
the partnership. In the year to 31 March 2006 these assets generated turnover of
£297,446 and profits after tax of £38,710. As at the date of this announcement,
Project Air has net assets of approximately £370,000.

As part of the acquisition, Gary Price, the managing director and founder of
Project Air, will remain with the company for at least a year to help with a
smooth transition under its new owners.

It is the opinion of the directors of Worthington Nicholls that the acquisition
should immediately enhance the earnings per share of the Group and provide
further growth opportunities through Project Air's customers and resource base.

The acquisition is for a total consideration of £4,600,000 of which £3,000,000
has been paid with two subsequent instalments of £500,000 each in six months'
and one year's time subject to a Project Air meeting a turnover target. The
remaining £600,000 is to be satisfied by the issue of 1,165,049 ordinary shares
in the Company. Application has been made for these shares to be admitted to AIM
and trading is expected to commence on Thursday 29 June 2006.

Mark Worthington, Chief Executive of Worthington Nicholls, said:

'We are extremely happy with this acquisition. We have tracked Project Air for a
while, and we know that it's a respected company with a good client base and
professionally trained staff. We believe the acquisition of Project Air will
help develop our operations in the retail sector while also providing extra
resource to meet demand in the hotel sector.

On a personal note, I am delighted to welcome the directors and staff to the
Worthington Nicholls Group.'

Gary Price, Managing Director of Project Air, comments:

'We have a great deal of respect for Worthington Nicholls and are delighted to
have found a partner that takes the same pride in its work and strives for the
same high standards. We believe that our customers will also benefit from a
wider range of services now being offered by the enlarged group. There is a
large potential market available to us and by being part of a larger group, we
hope to see a greater share of it.'

Enquiries:

Worthington Nicholls - Tel. [phone]
Mark Worthington, Chief Executive
David Levis, Corporate Director

Gresham PR Ltd - Tel. [phone]
Neil Boom / Tanya Feness

Corporate Synergy - Tel. [phone]
Rhod Cruwys / Romil Patel

Information on Worthington Nicholls can be accessed via the Group's website:
www.worthington-nicholls.co.uk

About Worthington Nicholls Group plc

Worthington Nicholls operates as principal contractor for delivery of end to end
solutions in the air conditioning market.

Its blue-chip clients operate in a number of different market sectors and
include Hilton Hotels, Holiday Inn Hotels, Debenhams, Boots the Chemist, Arcadia
and McDonald's.

The business was established in 1973 by Peter Worthington and has grown to be
one of the dominant players in the UK Heating, Ventilation and Air Conditioning
('HVAC') market, which is currently estimated to be worth approximately £2
billion per annum.

Led by Mark Worthington, the Company repositioned itself in 2003 as a support
services group, moving away from the  subcontractor business model common across
the HVAC industry.  The Company now offers a full project management 
capability, which includes survey, design and specification, through
installation, commissioning and ongoing service  and maintenance.

Worthington Nicholls operates from its head office in Manchester and regional
offices in Bedford, Swindon and  Edinburgh, and employs approximately 130
people.



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