Acquisitions & Share Placing

Worthington Nicholls Group plc
01 May 2007


                         Worthington Nicholls Group plc

                   Acquisition of three independent companies

  Placing to raise £20 million of new development capital and £3.4 million of
                              replacement capital

RNS Release

1 May 2007

Worthington Nicholls Group plc ('Worthington Nicholls' or 'the Group'), a
leading independent installer of air conditioning, heating, ventilation and
chilled water systems, announces today that it has completed the acquisition of
the entire issued share capital of Woods Environmental Group Limited, Euro
Property Services (London) Limited and Classic Interiors Contractors Limited
(the 'Acquisitions'). The Directors expect the Acquisitions to be earnings
enhancing in their first full financial year as part of the Group. Further
details on the Acquisitions are set out below.

Today, the Group also announces that it has raised, through Blue Oar Securities
Plc, £20 million, before expenses, by way of an institutional share placing of
11,764,706 new ordinary shares of 1 penny each in the capital of the Company
('Ordinary Shares') at £1.70 per new Ordinary Share ('Placing'). The Placing is
conditional upon approval of certain resolutions by the shareholders at an
Extraordinary General Meeting to be held on 24 May 2007.

In addition, to meet institutional demand for shares in the Group, Mark
Worthington, Chief Executive of the Group, has sold 2 million Ordinary Shares at
£1.70 per share. Following this exercise and completion of the Placing, Mark
will retain a significant shareholding of approximately 8% in the Group.

The new funds raised will be used to provide the working capital necessary for
further organic Group expansion in the UK and Europe and for further
acquisitions.

Of the funds earmarked to fund organic growth, it is notable that a proportion
of these will be applied to fund growth within the businesses run by the Group's
first two acquisitions, air conditioning installers Project Air Limited and
specialist electrical contractor Lumenglow Limited, whose respective
performances have exceeded directors' expectations and therefore require
additional funds to support their accelerating growth.

On the acquisition front, the Group continues to see numerous opportunities and
has identified a number that it is exploring or wishes to explore. The stated
objective is to make acquisitions only where it is expected that they would add
to or strengthen the Group's offering on an earnings enhancing basis.

Mark Worthington, Chief Executive of Worthington Nicholls, said:
'We are pleased to welcome new institutional shareholders, encouraged by the
continued support from existing shareholders and delighted overall by the level
of appetite for our shares. As a Group we now have ample funds to maintain our
current rate of growth, and with today's three new acquisitions, we are further
toward our goal of becoming a pre-eminent support services supplier in the
heating, ventilation and air conditioning sector in Europe.'

Information on the Acquisitions
The Acquisitions extend the Group's geographical coverage in England, provide
greater client sector diversification, an enhanced range of services that can be
offered to clients and present the opportunity to implement clearly identified
cost savings. The Directors expect that the Acquisitions will be earnings
enhancing in their first full financial year as part of the Group.

Woods Environmental Group Limited ('Woods')
The Group has, conditional upon consent from Woods' bank being received,
acquired the entire issued share capital of Woods. The initial consideration
comprises £1,000,000 in cash and £500,000 to be satisfied through the issue of
294,117 new Ordinary Shares at £1.70 per share. Upon achieving certain profit
performance criteria for the financial years 2008 and 2009, further
consideration will become payable, split equally between cash and new Ordinary
Shares.

Woods is a specialist in the design, supply, installation, commissioning and
maintenance of all types of air conditioning, heating and ventilation systems,
providing full turnkey projects to the building services industry with a high
profile within the commercial office sector.

The acquisition of Woods will help provide client diversification to the Group's
existing retail and hotel sector focus and further geographical coverage, as it
presently operates from three locations Leeds, Wilmslow and London. Following
the acquisition of Woods, its Wilmslow head office will be relocated to that of
Worthington Nicholls, which should present an opportunity to increase operating
efficiencies and help to facilitate organic growth.

Woods reported profits before tax of £0.32 million on sales of £7.80 million in
its last audited accounts for the financial year ended 31 May 2006. Current
trading is 75 per cent. higher than the same period last year, with annual
forecast sales of £14 million and forecast profit before tax of £0.72 million
for the year to 31 May 2007. As at 31 December 2006, Woods had net assets of
£0.32 million.

Ian Woods, the founder and managing director of Woods, will remain with the
enlarged Group following completion of the deal.

Euro Property Services (London) Limited ('EPS')
Founded in 1989, EPS designs, installs and maintains air conditioning systems
principally for the five star hotel sector and also has an agency agreement to
supply and install specialist restaurant kitchen machinery. It provides a
non-contracted 24-hour, 365-day-a-year emergency call out service. Its customers
are largely branded hotels located predominantly in the M25 corridor, and
include establishments such as The Ritz, The Savoy and The Waldorf. With offices
in Hammersmith EPS gives Worthington Nicholls an important base within London.

It reported sales of £3.18 million in its last audited accounts for the
financial year ended 31 December 2006, with profit before tax of £1.14 million.
As at 31 December 2006, EPS had net assets of £2.25 million.

The Group has conditional upon payment of the initial consideration acquired the
entire issued share capital of EPS for an initial consideration of £1,674,000 in
cash and £1,174,800 to be satisfied through the issue of 691,058 new Ordinary
Shares at £1.70 per share. Upon achieving certain profit performance criteria
for the financial years 2007 and 2008, further consideration will become
payable, split between cash and new Ordinary Shares.

As part of the terms of the acquisition, founder and managing director of EPS,
Michael Stockford, will remain within the enlarged Group following completion of
the deal. His management team will be augmented by Nigel Horner, a Worthington
Nicholls operational director of three years. Nigel will become Group general
manager for the London area with responsibility for the integration of EPS.

Classic Interiors Contractors Limited ('Classic Interiors')
The Group has conditional upon payment of the initial consideration acquired the
entire issued share capital of one of its key subcontractors, Classic Interiors.
The initial consideration payable is £500,000 in cash and £1,200,000 to be
satisfied through the issue of 705,882 new Ordinary Shares at £1.70 per share.
If certain 2007 turnover performance criteria are satisfied, further deferred
consideration payments will be due, payable in cash.

The acquisition strengthens the Group's client base and extends its footprint in
the South East of England.

Classic Interiors provides Worthington Nicholls with light building and
redecoration services to restore hotel rooms and public spaces to agreed
standards following major air conditioning or heating and ventilation
programmes. Classic Interiors started trading in 1980 and today employs 16
staff. It reported profits before tax of £0.89 million on sales of £3.23 million
in its last audited accounts for the financial year ended 31 December 2006. As
at 31 December 2006, Classic Interiors had net assets of £0.58 million.

Based in Dartford, Kent, Classic Interiors' services include building and
construction, as well as shop fitting, site and project management and office
refurbishment. Its customers include Early Learning Centre, Holiday Inn and
Crowne Plaza Hotels.

In 2006, over a third of Classic Interiors' total turnover was generated by
Worthington Nicholls itself. Over the last two years, the Group has spent
approximately £3 million with Classic Interiors.

Senior directors of Classic Interiors, Mark Brown, Lee Barnacle and Robert
Vinicombe will remain with the enlarged Group after completion of the deal.

Lock-in agreements

1,279,292 Consideration Shares, representing 75.6 per cent. of the total
Consideration Shares, will be subject to a lock-in agreement which, save in
exceptional circumstances, prohibits the vendors of the Acquisitions from
selling their shares for one year from completion and, thereafter, subjects them
to orderly market arrangements for a further year.

Details of the placing
The Group has raised £20 million, before expenses, through a placing arranged by
Blue Oar Securities Plc of 11,764,706 new Ordinary Shares at £1.70 per Ordinary
Share.

The placing of new Ordinary Shares, which will rank parri passu in all respects
to existing shares, is conditional on their admission to trading on AIM
('Admission'), which is expected to be on 25 May 2007.

On Admission, the Group will have a market capitalisation of approximately
£147.9 million at the Placing Price. The Placing Shares will represent
approximately 13.5 per cent. of the enlarged share capital at Admission.

Owing to the acquisition opportunities available to the Group and the
requirement for additional working capital for these businesses to achieve
further projected organic growth, the Directors consider that the Placing is in
the best interests of the Group.

The Directors intend to utilise the net proceeds of the Placing, being
approximately £19.1 million, to pursue additional, identified acquisition
opportunities and to provide additional working capital to assist further
organic expansion of the enlarged Group.

Extraordinary General Meeting
An Extraordinary General Meeting of the Group will be held at 10 a.m. on 24 May
2007 at St James's Court, Brown Street, Manchester M2 2JF.

The following resolutions will be proposed at the EGM:

(i) resolution number 1 will be proposed as an ordinary resolution to increase
the authorised share capital of the Group to the extent specified in the
resolution;
(ii) resolution number 2 will be proposed as an ordinary resolution for the
purpose of authorising the Directors, pursuant to section 80 of the Companies
Act 1985 (the 'Act') to allot relevant securities to the extent specified in the
resolution; and

(iii) resolution number 3 will be proposed as a special resolution for the
purpose of empowering the Directors, pursuant to section 95 of the Act to allot
equity securities (as defined in the Act) outside Shareholders' statutory
pre-emption rights under the Act.

Enquiries:

Worthington Nicholls                             0870 609 1829
Mark Worthington, Chief Executive
David Levis, Corporate Director

Gresham PR Ltd                                   020 7404 9000
Neil Boom / Laura Black

Blue Oar Securities plc                          020 7448 4400
Rhod Cruwys / Romil Patel



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