Offer for Careforce Group plc

Mears Group PLC
05 March 2007


  Not for release, distribution or publication in whole or in part in, into or
from the United States, Canada, Australia, the Republic of Ireland, the Republic
  of South Africa, New Zealand or Japan or any other jurisdiction if to do so
     would constitute a violation of the relevant laws of such jurisdiction

For immediate release                                               5 March 2007

                                Mears Group PLC

                   Recommended offer for Careforce Group plc

   Proposed Placing of 7,532,900 Placing Shares to raise approximately £25.2
                                    million

The boards of Mears and Careforce are pleased to announce the terms of a
recommended offer, to be made by Mears for the entire issued and to be issued
share capital of Careforce.

Mears also announces today that Investec Bank (UK) Limited has been appointed as
its nominated adviser under the AIM Rules.

Under the terms of the Offer, Careforce Shareholders will receive 0.4552 new
Mears Shares for each Careforce Share they hold, valuing each Careforce Share at
160p and the entire issued share capital of Careforce at approximately £22.2
million.

A Cash Alternative will also be offered. Careforce Shareholders who validly
accept the Offer may elect to receive cash in lieu of some or all of the new
Mears Shares to which they would otherwise be entitled on the basis of 150p in
cash for each Careforce Share.

The Offer represents a premium of approximately 43.5 per cent. over the Closing
Price of 111.5p per Careforce Share on 2 March 2007, being the last business day
prior to this announcement and a premium of approximately 47.5 per cent. over
the average Closing Price of 108.5p per Careforce Share for the three month
period prior to this announcement.

Mears has received irrevocable undertakings to accept the Offer from the
Careforce Directors in respect of 18.2 per cent of Careforce's existing issued
ordinary share capital. In addition Mears has received irrevocable undertakings
to accept the Offer from certain institutional shareholders of Careforce in
respect of approximately 36.8 per cent of the issued share capital of Careforce.
Accordingly, Careforce Shareholders owning approximately 55.0 per cent of the
existing issued ordinary share capital of Careforce have undertaken to accept
the Offer.

Mears will finance the maximum amount of cash payable under the Cash
Alternative, costs and additional working capital by way of a Placing of
7,532,900 new Mears Shares at 334p per share to raise approximately £25.2
million before expenses. The Placing requires the approval of Mears
Shareholders. In the event that Mears Shareholders do not approve the issue of
the Placing Shares to implement the Placing, the Offer will lapse. In the event
that the Placing is approved but the Offer lapses, the Placing will proceed with
the net proceeds being applied to finance expansion by Mears into the
domiciliary care market.

Following completion of the Acquisition, Careforce's Chief Executive, Mr.
Michael Rogers, will join the Mears Board as an executive director with
responsibility for the Enlarged Group's newly formed care division.

Commenting on the Offer, Bob Holt, Executive Chairman and CEO of Mears, said:

'The recommended offer for Careforce which we have announced today is an
expansion of our public sector services into the community domiciliary care
provision market.  There are enormous opportunities ahead for both our existing
business and the sector we are moving into.'

Peter Stone, Chairman of Careforce, said:

'There is a strong strategic fit between Careforce and Mears' existing
activities. In particular there are many parallels between the domiciliary care
market and those in which Mears currently operates. Being part of a larger group
with a track record of establishing long term partnerships with Local
Authorities will bring benefits to our clients and employees. Mears has stated
its intention to invest in Careforce in order to build an increased share in the
UK community and care services market and to continue the acquisition strategy
which we have successfully pursued to date.

Overall the Careforce Directors believe that the offer, which is being made at a
healthy premium to our current price, is in the best interests of the
shareholders, employees and clients of Careforce and recommend that shareholders
accept it.'

Mears has today separately made its preliminary announcement of audited results
for the year ended 31 December 2006. A presentation for analysts will be held at
10.30 a.m. today at the offices of Investec, 2 Gresham Street, London, EC2V 7QP.

Enquiries:
Mears Group PLC - Bob Holt / David Robertson                     01453 511 518
Investec - Keith Anderson / Michael Ansell                       020 7597 5970
Weber Shandwick Communications - John Coles / Trevor Bass        020 1067 0743

Careforce Group plc - Mike Rogers / John Coleman                 01438 310 600
Arbuthnot Securities - Alastair Moreton / Richard Tulloch        020 7012 2000
Tavistock Communications - John West                             020 7920 3150

The above summary is to be read in conjunction with, and subject to, the full
text of this announcement. Appendix III  to this announcement contains
definitions of certain expressions used in this summary. 

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, or an  invitation to purchase or subscribe for,
securities of Careforce.  The Offer will be made solely by the Offer Document 
and the Form of Acceptance, which will contain the full terms and conditions of
the Offer, including details of how the  Offer may be accepted.

Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or email) of
interstate or foreign commerce of, or by any facility of a national securities
exchange of, nor will it be made in, into or from the United States, Canada,
Australia, the Republic of Ireland, the Republic of South Africa, New Zealand or
Japan or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities. Accordingly,
copies of any documents relating to the Offer must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States, Canada, Australia, the
Republic of Ireland, the Republic of South Africa, New Zealand or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not directly or indirectly mail, transmit or
otherwise forward, distribute or send them in, into or from any such
jurisdiction as to do so may invalidate any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the  jurisdiction in which they are
resident.  Persons who are not resident in the United Kingdom should inform
themselves  about, and observe, applicable requirements.

Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for  Mears and for no one else in
connection with the Offer and will not be responsible to anyone other than Mears
for  providing the protections afforded to clients of Investec nor for providing
advice in relation to the Offer.

Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is  acting for Careforce and for no one else
in connection with the Offer and will not be responsible to anyone other than 
Careforce for providing the protections afforded to customers of Arbuthnot
Securities nor for providing advice in  relation to the Offer.

CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is  acting for Careforce and for no one
else in connection with the Offer and will not be responsible to anyone other
than  Careforce for providing the protections afforded to customers of CLB
Littlejohn Frazer nor for providing advice in  relation to the Offer.

The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the  Offer.  An 'offer period' is deemed to
commence at the time when an announcement is made of a proposed or possible 
offer, with or without terms.  Accordingly, the offer period began on 5 March
2007.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly)  in 1% or more of any class of 'relevant
securities' of Careforce or of Mears, 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 3.30pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue
until the date on which the 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 Careforce or of Mears, 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 City Code, all 'dealings' in 'relevant
securities' of Careforce or of Mears by  Mears or Careforce, 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 City 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, please contact an independent 
financial adviser authorised under the Financial Services and Markets Act 2000
and/or consult the Panel's website at  www.thetakeoverpanel.org.uk or contact
the Panel on telephone number [phone]; fax [phone]. The above 
disclosure requirements are set out in more detail in Rule 8 of the City Code.

In accordance with Rule 2.10 of the City Code, Mears confirms that it has
61,577,596 ordinary shares of one penny each  in issue and admitted to trading
on AIM under the UK ISIN code GB0005630420.

In accordance with Rule 2.10 of the City Code, Careforce confirms that it has
13,886,944 ordinary shares of 10 pence  each in issue and admitted to trading on
AIM under the UK ISIN code GB00B03T1L15.



  Not for release, distribution or publication in whole or in part in, into or
from the United States, Canada, Australia, the Republic of Ireland, the Republic
  of South Africa, New Zealand or Japan or any other jurisdiction if to do so
     would constitute a violation of the relevant laws of such jurisdiction

For immediate release                                               5 March 2007

                                Mears Group PLC

                   Recommended offer for Careforce Group plc

   Proposed Placing of 7,532,900 Placing Shares to raise approximately £25.2
                                    million

1. Introduction

The boards of Mears and Careforce are pleased to announce the terms of a
recommended offer, to be made by Mears, for the entire issued and to be issued
share capital of Careforce.

The Offer values the entire issued share capital of Careforce at approximately
£22.2 million, representing a premium of approximately 43.5 per cent. over the
Closing Price of 111.5p per Careforce Share on 2 March 2007, being the last
business day prior to this announcement and a premium of approximately 47.5 per
cent. over the average Closing Price of 108.5 pence per Careforce Share for the
three month period prior to this announcement.

Investec Bank (UK) Limited has today been appointed as nominated adviser to
Mears under the AIM Rules.

2. Recommendation

The Careforce Board, which has been so advised by CLB Littlejohn Frazer,
considers the terms of the Offer to be fair and reasonable so far as the
Careforce Shareholders are concerned. The Careforce Board has also been advised
by Arbuthnot Securities. Arbuthnot Securities is deemed to be connected to Mears
and, as a consequence of Rule 3 of the City Code, is not acting as independent
adviser for the purposes of the Offer. Arbuthnot Securities also considers the
terms of the Offer to be fair and reasonable so far as Careforce Shareholders
are concerned. In providing advice to the Careforce Board, CLB Littlejohn Frazer
and Arbuthnot Securities have taken into account the commercial assessments of
the Careforce Board.

Accordingly, the Careforce Directors intend unanimously to recommend that
Careforce Shareholders accept the Offer, as they have irrevocably undertaken to
do in respect of their beneficial holdings amounting to, in aggregate, 2,526,345
Careforce Shares, representing approximately 18.2 per cent. of the existing
issued ordinary share capital of Careforce.

3. The Offer

Mears will offer to acquire all of the Careforce Shares on the following basis:

for every Careforce Share 0.4552 new Mears Shares

Fractions of new Mears Shares will not be allotted or issued pursuant to the
Offer.

The Offer values each Careforce Share at approximately 160p and the existing
issued share capital of Careforce at approximately £22.2 million based on the
value of a Mears Share at the Closing Price of 351.5p on 2 March 2007, being the
last business day prior to this announcement.

The Offer represents a premium of approximately 43.5 per cent. over the Closing
Price of 111.5p per Careforce Share on 2 March 2007, being the last business day
prior to this announcement and a premium of approximately 47.5 per cent. over
the average Closing Price of 108.5p per Careforce Share for the three month
period prior to this announcement.

New Mears Shares issued under the Offer will rank pari passu with the existing
issued Mears Shares including in respect of all dividends made, paid or declared
after the date of this announcement. The Offer Shares will be entitled to
participate in the Mears Dividend.

The Offer is conditional on, inter alia, the receipt of acceptances in respect
of 90 per cent. of the Careforce Shares to which the Offer relates (or such
lower percentage as Mears may, subject to the City Code, decide), the passing of
the necessary resolution at the EGM of Mears, to implement the Placing, and
Admission of the Offer Shares and the Placing Shares.

4. The Cash Alternative

Careforce Shareholders who validly accept the Offer may elect to receive cash in
lieu of some or all of the new Mears Shares to which they would otherwise be
entitled under the Offer on the following basis:

for each Careforce Share 150p in cash

The Cash Alternative represents a premium of approximately 34.5 per cent. over
the Closing Price of 111.5p per Careforce Share on 2 March 2007, being the last
business day prior to this announcement and a premium of approximately 38.2 per
cent. over the average Closing Price of 108.5p per Careforce Share for the three
month period prior to this announcement.

The Cash Alternative will remain open until 1.00 pm on the First Closing Date
provided that, if the Offer is then unconditional as to acceptances (or is then
capable of being declared unconditional as to acceptances and is extended), the
Cash Alternative will be extended for at least 14 days thereafter. If the Offer
is not then unconditional as to acceptances (or capable of being so declared)
and is extended beyond that date, the Cash Alternative will also be extended for
at least 14 days, although the right is reserved (subject to the City Code) to
lapse or to close the Cash Alternative thereafter. If the Cash Alternative
lapses or closes, the right is also reserved to re-introduce a further cash
alternative as long as the Offer is still conditional as to acceptances.

The right is also reserved to revise, increase and/or extend the Cash
Alternative should the Takeover Panel so agree or in the event of a competitive
situation arising. For this purpose, references in this announcement to the
Offer being unconditional as to acceptances at a particular time shall be deemed
to be references to the Offer becoming or being declared unconditional as to
acceptances by reference to acceptances received up to that time.

5. Financing the offer

Full acceptance of the Offer and full election for the Cash Alternative would
result in a maximum cash consideration of approximately £20.8 million being
payable by Mears to Careforce Shareholders. Mears will finance the maximum cash
consideration by way of the Placing, which requires the approval of Mears
Shareholders. In the event that Mears Shareholders do not approve the Placing,
the Offer will lapse. In the event that the Placing is approved but the Offer
lapses, the Placing will proceed with the net proceeds being applied to finance
expansion by Mears into the domiciliary care market.

Admission of the Placing Shares is expected to occur two business days following
the passing of the necessary resolution to implement the Placing. Further
details will be set out in a circular to be sent to Mears Shareholders convening
the EGM.

Investec is satisfied that sufficient cash resources are available to Mears to
satisfy in full the cash consideration payable to Careforce Shareholders under
the Offer.

6. Irrevocable undertakings to accept the Offer

Mears has received irrevocable undertakings to accept the Offer from the
Careforce Directors in respect of 2,526,345 Careforce Shares in aggregate
comprising undertakings from Michael Rogers in respect of 2,257,793 shares, from
John Coleman in respect of 8,000 shares, from Iain MacKinnon in respect of
216,952 shares and from Peter Stone in respect of 43,600 shares. The irrevocable
undertakings from the Careforce Directors will cease to be binding only if the
Offer lapses or is withdrawn or if the Offer Document is not posted within 28
days of this announcement. The undertakings will remain binding if a higher
competing offer is made for Careforce. Michael Rogers has undertaken to receive
Mears Shares in respect of 225,000 Careforce Shares and elect for the Cash
Alternative in respect of the balance of his holding.

Mears has received irrevocable undertakings to accept the Offer from funds
managed by subsidiaries of Close Brothers in respect of 3,711,984 Careforce
Shares in aggregate comprising undertakings from Close Ventures Limited in
respect of 3,466,700 shares and from Close Investments Limited in respect of
245,284. These irrevocable undertakings will cease to be binding only if the
Offer lapses or is withdrawn or if the Offer Document is not posted within 28
days of this announcement. These entities have undertaken to accept Mears Shares
in respect of 1,245,284 Careforce Shares and to elect for the Cash Alternative
in respect of the balance of their holdings of Careforce Shares.

Mears has received an irrevocable undertaking from Invesco Asset Management
Limited ('Invesco') to accept the Offer in respect of 1,396,850 Careforce Shares
held by funds managed by it. This undertaking will cease to be binding if the
Offer Document is not posted within 28 Days of this announcement or if in
Invesco's sole reasonable opinion, a competing offer is made which values a
Careforce Share at 10 per cent. or more than the per share value of the Offer.
It will also cease to be binding in certain circumstances if the relevant funds
cease to be managed by Invesco. Invesco has undertaken not to accept the Cash
Alternative with respect to 1,396,850 Careforce Shares.

In total, therefore, Mears has received irrevocable undertakings to accept the
Offer in respect of 7,635,179 Careforce Shares representing approximately 55.0
per cent. of the existing ordinary share capital of Careforce.

7. Background to and reasons for the Offer

In the ten years since Mears was admitted to trading on AIM, Mears has achieved
strong, consistent growth in turnover and profits. Mears' principal business is
now one of the largest social housing repairs and maintenance providers in the
UK, providing rapid response and planned maintenance services to Local
Authorities and registered social landlords and is a substantial provider of
building services under the Decent Homes programme, which is a programme set by
the UK Government to ensure all social housing meets set standards of decency.

The Government is seeking to build on the progress of its Decent Homes programme
by broadening the focus of activity from improving housing quality towards
improving the services provided to communities. This development by the
Government, termed Sustainable Communities, aims to meet the diverse needs of
existing and future residents, their children and other users, to contribute to
a high quality of life and to provide opportunity and choice. This strategy is
perceived by the Government to be an important step, alongside improvement in
housing standards, in improving the quality of lives within the relevant
communities.

During the second half of 2006, the Mears Board conducted a review of the UK
Government's Sustainable Communities commentary to appraise any attractive
opportunities where Mears could effectively utilise its skills, experience and
relationships. The Mears Directors have identified domiciliary care as an
attractive and significant market in itself which the Mears Directors believe
should provide substantial future growth opportunities for the Mears Group. In
addition, the Mears Directors believe entering this market will improve the
Mears Group's positioning as the Sustainable Communities policy develops.

Domiciliary care involves providing care for the elderly (the largest recipient
group), disabled people or others who need assistance carrying out their daily
life within their homes. Each year, Local Authorities in the UK spend over £2
billion on domiciliary care, and the Mears Directors believe that future growth
is underpinned by a number of factors: the demographic trend for people to live
longer; a Government policy towards promoting care in the home as opposed to
residential care; and an increased trend in the outsourcing of these services by
Local Authorities.

The Mears Directors believe that domiciliary care provides an attractive
opportunity in a market with a strong strategic fit with Mears' existing
activities, namely:

   • the Mears Group already serves a significant user group of domiciliary
    care, those living in social housing, and has good relationships with them;

   • the Mears Group has considerable experience of working with Local
    Authorities under long term contracts;

   • the Mears Group has experience of developing Local Authority contracts
    with a move towards a partnership based ethos;

   • in its existing business, the Mears Group has expertise and experience
    in managing and developing work patterns of a similar profile to that of
    domiciliary care; and

   • domiciliary care represents a community-centred activity with a close
    fit with Mears' existing 'Improving homes, improving neighbourhoods,
    improving lives' ethos.

Historically, the social housing market was characterised by price-based
decision making. Over time this has moved towards an outcome-based approach
where the quality of service, not just price, has become an important factor.
The Mears Directors believe that there is potential for Mears to develop the
sophistication of the domiciliary care market which has parallels with the way
in which Mears has driven the development of the social housing market during
the last ten years, from a price-based to an outcome--based approach. The Mears
Directors believe that Mears can develop a unique, differentiated position in
the domiciliary care market as a larger scale operator with an innovative and
first class quality service.

The Mears Directors believe the acquisition of Careforce will bring into the
Mears Group a well established and growing provider of domiciliary care services
in the community, broadening Mears' existing offering and providing a platform
to build its position in the market. Following the Acquisition, the Mears
Directors intend to invest in Careforce's infrastructure with the aim of
improving profitability and to continue to develop and implement Careforce's
acquisition strategy.

The UK care market has experienced recent pricing pressure with Local
Authorities under budgetary constraints to fulfill care needs in the community.
The Mears Directors believe Mears can bring a long term partnership ethos to the
sector, building on the Mears Group's track record of establishing long term
partnership relationships with Local Authorities. The Mears Directors believe
that the domiciliary care sector will evolve towards a partnership approach
similar to that of the social housing sector. The Mears Directors believe that
stakeholders at all levels could benefit from this long term investment
approach.

8. Information relating to the Mears Group

Mears is a leading provider of social housing repairs and maintenance in the UK,
including rapid response and planned maintenance services. Mears provides the
large majority of its services to UK public sector organisations and works
predominantly with Local Authorities and registered social landlords. In
addition, Mears has a mechanical and electrical division and a vehicle
distribution division.

As announced today, for the year ended 31 December 2006, Mears reported turnover
of £241.4 million (2005: £203.5 million), an increase of 18.6 per cent. Profit
before tax and amortisation increased 28.4 per cent. to £12.5 million (2005:
£9.8 million) and normalised diluted earnings per share pre amortisation
increased 26.2 per cent. to 13.63p (2005: 10.80p). The Mears Board has proposed
a final dividend of 2.4p, making the total dividend for the year 3.3p (2005:
2.6p) a 26.9 per cent. increase. The order book currently stands at
approximately £1.1 billion.

9. Information relating to the Careforce Group

Careforce is the holding company of a group of companies providing domiciliary
care services, supporting people, mainly those over 65 years of age, to remain
in their own homes through the provision of personal care services, which are
delivered principally as part of outsourcing arrangements with Local
Authorities.

Formed in 1999 to take advantage of the growing trend for Local Authorities to
outsource domiciliary care to the private sector, Careforce has grown from one
branch in 1999 to 28 branches with operations in Yorkshire, East Anglia, the
Midlands and the North West and South East of England. The growth in the
business and the number of branches has been achieved both organically and
through acquisitions.

Approximately 80 per cent. of Careforce's turnover is generated from
arrangements with Local Authorities and Primary Care Trusts, the majority of
which are provided under medium to long-term contracts. Careforce currently has
23 Local Authority and Primary Care Trust clients.

Revenue for the year ended 31 July 2006 increased by approximately 42 per cent.
to £28.8 million (2005: £20.3 million). Operating profit increased by
approximately 60 per cent. to £1.1 million 2005: £0.7 million), and profit
before tax increased by approximately £0.82 million to £0.77 million (2005: loss
£0.04 million), giving earnings per Careforce Share of 4.1 pence (2005: loss
0.71 pence). Equity shareholders funds were £7.4 million as at 31 July 2006
(2005: £7.0).


On 12 February 2007, Careforce provided a trading update following the end of
the six month period to 31 January 2007, which included the following statement:

'While activity has continued to reflect the market trends of ongoing budgetary
pressures of its local authority clients, as referred to in the Company's
November 2006 results statement, trading has been broadly satisfactory in the
first half. Careforce has recently announced significant contract wins in
Northamptonshire and is seeing early indications of increased referrals from
some of its local authority clients.'


10. Integration, Careforce Board, management and employees

It is Mears' intention that Careforce will be integrated into Mears' management
and control systems. Due to the complementary nature of the businesses, the
Mears Board anticipates that Careforce will operate within the Enlarged Group
alongside existing Mears businesses with close liaison in respect of cross
selling and other revenue-enhancing opportunities. Separate market-facing
identity and branding will be retained where this is considered to have a
recognisable value in the particular market.

Mears intends to carry out an operational review in the period following the
completion of the Offer in order to identify opportunities for functional
alignment. It is not intended that Mears will integrate any of the central or
head office functions following completion of the Acquisition. It is expected
that cost savings following completion of the Acquisition will comprise the
standard administration and board costs that Careforce incurs as a publicly
quoted company. It is intended that Mears will invest in Careforce in order to
build an increased market position in the UK domiciliary care market and it is
paramount that Careforce's support functions are strengthened to provide a solid
platform for future growth.

Following completion of the Acquisition, Careforce's Chief Executive, Mr Michael
Rogers, will join the Mears Board as an executive director with responsibility
for the Enlarged Group's newly formed care division.

The Mears Board recognises the importance of the skills and experience of the
existing management and employees of Careforce and believes that opportunities
for them will be enhanced in the event that the Offer completes. In particular,
Mears' strategic plans for Careforce are not expected to have a material impact
on employment or the locations of Careforce's places of business. Nor are they
expected to lead to a material redeployment of Careforce's fixed assets and are
not expected to result in any material changes in the conditions of employment
for Careforce employees.

Mears intends that on the Offer becoming wholly unconditional, the accrued
employment rights, including pension rights, of all management and employees of
Careforce will be fully safeguarded.

11. Careforce Share Option Schemes

The Offer will extend to any Careforce Shares which are issued or
unconditionally allotted prior to the date on the which the Offer closes (or
such earlier date as Mears may, subject to the Code, determine), as a result of
the exercise of options granted under the Careforce Share Option Schemes.

If the Offer is declared or becomes unconditional in all respects, Mears will
make appropriate proposals to holders of options under the Careforce Share
Option Schemes.

12. Compulsory acquisition, de-listing and re-registration

If Mears receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Careforce Shares to which the Offer
relates and the Offer becomes or is declared unconditional in all respects,
Mears intends to exercise its rights under sections 428 to 430F of the Act to
acquire compulsorily any remaining Careforce Shares following the Offer becoming
or being declared unconditional in all respects.

When the Offer becomes or is declared unconditional in all respects, and subject
thereto, Mears intends to procure the making of an application by Careforce for
cancellation of the admission to trading of Careforce Shares on AIM. A notice
period of not less than 20 business days prior to the cancellation of listing
and trading will take effect after the Offer becomes or is declared
unconditional in all respects.

The cancellation of the listing will significantly reduce the liquidity and
marketability of any Careforce Shares not assented to the Offer and their value
may be affected in consequence.


13. Extraordinary General Meeting

The Offer is conditional on, inter alia, the receipt of acceptances in respect
of 90 per cent. of the Careforce Shares to which the Offer relates (or such
lower percentage as Mears may, subject to the City Code, decide), the passing of
the necessary resolution to implement the Placing at the EGM, and Admission of
the Offer Shares and Placing Shares.

The Placing is conditional on, inter alia, the passing of the necessary
resolution to implement the Placing at the EGM, Admission of the Placing Shares
becoming effective and the placing agreement becoming unconditional in all
respects.

14. Inducement fee

As an inducement to Mears to make the Offer, Careforce has agreed to pay Mears
£222,400 (inclusive of value added tax, except to the extent that such VAT is
recoverable by Careforce) being one per cent. of the value of the Offer, or such
other amount as the Panel may agree, in certain circumstances including if (i)
another offer is received after the date of this announcement from a third party
which becomes or is declared wholly unconditional or (ii) if Careforce indicates
after the date of this announcement that it is no longer in a position to
recommend the Offer or the terms of the recommendation of the Offer are, in the
absolute discretion of Mears, adversely modified.

15. Disclosure of interests in Careforce

On 6 June 2006 Reginald Pomphrett, a Mears Director, purchased a contract for
differences in respect of 20,000 Careforce Shares at a price of 91.75p per
Careforce Share.

Save as disclosed above and save for the irrevocable undertakings referred to in
paragraph 6 of this announcement, neither Mears nor any of its directors nor, so
far as the directors of Mears are aware, any person deemed to be acting in
concert (as defined in the City Code) with Mears has any interest in or right to
subscribe for Careforce Shares or has any short position (including any short
positions under a derivative, any agreement to sell or any delivery obligation
or right to require another person to take delivery) in Careforce Shares or has
borrowed or lent any Careforce Shares (save for any borrowed shares which have
either been on-lent or sold) or owns or controls any Careforce Shares or has any
options to acquire Careforce Shares or has procured or received an irrevocable
commitment or letter of intent to accept, or procure the acceptance of, the
Offer. Neither Mears nor, so far as the directors of Mears are aware, any person
acting in concert with Mears for the purposes of the Offer has any arrangement
in relation to Careforce Shares or any securities convertible into or
exchangeable into Careforce Shares or options (including traded options) in
respect of, or derivatives referenced to, any such shares. For these purposes,
'arrangement' includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Careforce
Shares (or such other securities specified) which may be an inducement to deal
or refrain from dealing in such shares. In the interests of confidentiality
prior to this announcement, Mears has not made any enquiries in this respect of
certain parties who may be presumed by the Panel to be acting in concert with
Mears for the purposes of the Offer.

16. General

The conditions of the Offer are set out in Appendix I.

Appendix II contains additional information regarding the Offer and the bases
and sources of certain information contained in this announcement.

Appendix III contains the definitions of certain expressions used in this
announcement.

It is intended that the Offer Document and Form of Acceptance will be dispatched
shortly to Careforce Shareholders and, for information only, to holders of
options under the Careforce Share Option Schemes. The terms of the Offer and
acceptances will be governed by English law.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, or an  invitation to purchase or subscribe for,
securities of Careforce.  The Offer will be made solely by the Offer Document 
and the Form of Acceptance, which will contain the full terms and conditions of
the Offer, including details of how the  Offer may be accepted.

Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or email) of
interstate or foreign commerce of, or by any facility of a national securities
exchange of, nor will it be made in, into or from the United States, Canada,
Australia, the Republic of Ireland, the Republic of South Africa, New Zealand or
Japan or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities. Accordingly,
copies of any documents relating to the Offer must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from the United States, Canada, Australia, the
Republic of Ireland, the Republic of South Africa, New Zealand or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not directly or indirectly mail, transmit or
otherwise forward, distribute or send them in, into or from any such
jurisdiction as to do so may invalidate any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the  jurisdiction in which they are
resident.  Persons who are not resident in the United Kingdom should inform
themselves  about, and observe applicable requirements.

The Mears Directors accept responsibility for the information contained in this
announcement, other than that relating to the Careforce Group and the Careforce
Directors and their immediate families. To the best of the knowledge and belief
of such directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they are
respectively responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

The Careforce Directors accept responsibility for the information contained in
this announcement relating to the Careforce Group, themselves and members of
their immediate families. To the best of the knowledge and belief of the
Careforce Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.

Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for  Mears and for no one else in
connection with the Offer and will not be responsible to anyone other than Mears
for  providing the protections afforded to clients of Investec nor for providing
advice in relation to the Offer.

Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is  acting for Careforce and for no one else
in connection with the Offer and will not be responsible to anyone other than 
Careforce for providing the protections afforded to customers of Arbuthnot
Securities nor for providing advice in  relation to the Offer.

CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is  acting for Careforce and for no one
else in connection with the Offer and will not be responsible to anyone other
than  Careforce for providing the protections afforded to customers of CLB
Littlejohn Frazer nor for providing advice in  relation to the Offer.

Dealing disclosure requirements

The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the  Offer.  An 'offer period' is deemed to
commence at the time when an announcement is made of a proposed or possible 
offer, with or without terms.  Accordingly, the offer period began on 5 March
2007.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code.  Under the provisions of Rule  8.3 of the City Code, if any person
is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class
of  'relevant securities' of Careforce or of Mears, 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 3.30pm (London time) on the London
business day following the date of the relevant  transaction. This requirement
will continue until the date on which the 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 Careforce or of Mears, 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 City Code, all 'dealings' in 'relevant
securities' of Careforce or Mears by  Mears or Careforce, 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 City 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, please contact an independent 
financial adviser authorised under the Financial Services and Markets Act 2000
and/or consult the Panel's website at  www.thetakeoverpanel.org.uk or contact
the Panel on telephone number [phone]; fax [phone].


                                   APPENDIX I

                   Conditions and further terms of the Offer

                        Part A: Conditions of the Offer

The Offer will be subject to the following conditions:

(a)         valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. on the First Closing Date of the Offer
(or such later time(s) and/or date(s) as Mears may, subject to the rules of the
City Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Mears may decide) in nominal value of the Careforce Shares to
which the Offer relates, provided that, unless agreed by the Panel, this
condition will not be satisfied unless Mears and/or its wholly-owned
subsidiaries have acquired or agreed to acquire (pursuant to the Offer or
otherwise), directly or indirectly, Careforce Shares carrying, in aggregate,
more than 50 per cent. of the voting rights then normally exercisable at general
meetings of Careforce on such basis as may be required by the Panel (including
for this purpose, to the extent (if any) required by the Panel, any voting
rights attaching to any Careforce Shares which are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise); and for this purpose (i) the expression 'Careforce Shares to which
the Offer relates' shall be construed in accordance with sections 428 to 430F of
the Act; (ii) Careforce Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry on issue
and; (iii) shares that cease to be held in treasury are Careforce Shares to
which the Offer relates;

(b)         the London Stock Exchange announcing its decision to admit to
trading on AIM the new Mears Shares to be issued pursuant to the Offer and the
Placing (subject only to allotment), and such admission becoming effective in
accordance with the AIM Rules;

(c)         the passing at an Extraordinary General Meeting (or at any
adjournment thereof) of Mears of a resolution to disapply the statutory
pre-emption rights in respect of the new Mears Shares in order to implement the
Offer and the Placing;

(d)         no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative body,
association, trade agency or professional or environmental body or (without
prejudice to the generality of the foregoing) any other person or body in any
jurisdiction (each, a 'Relevant Authority') having decided to take, instituted,
implemented or threatened any action, proceedings, suit, investigation or
enquiry or enacted, made or proposed any statute, regulation or order or
otherwise taken any other step or done any thing, and there not being
outstanding any statute, legislation or order, that would or might:

(i)                restrict, restrain, prohibit, delay, impose additional
conditions or obligations with respect to, or otherwise interfere with the
implementation of, the Offer or the acquisition of any Careforce Shares by Mears
or the control by Mears of Careforce or any matters arising there from;

(ii)               result in a delay in the ability of Mears, or render Mears
unable, to acquire some or all of the Careforce Shares;

(iii)             require, prevent, delay or affect the divestiture by any
member of the Wider Mears Group or of the Wider Careforce Group of all or any
portion of their businesses, assets or property or of any Careforce Shares or
other securities in Careforce or impose any limitation on the ability of any of
them to conduct their respective businesses or own their respective assets or
properties or any part thereof;

(iv)              impose any limitation on the ability of any member of the
Wider Mears Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the Careforce Shares (whether acquired
pursuant to the Offer or otherwise);

(v)               require any member of the Wider Mears Group or the Wider
Careforce Group to offer to acquire any shares or other securities or rights
thereover in any member of the Wider Careforce Group owned by any third party
(save as required by law or pursuant to the Offer);

(vi)              make the Offer or its implementation or the proposed
acquisition of Careforce or any member of the Wider Careforce Group or of any
Careforce Shares or any other shares or securities in, or control of, Careforce,
illegal, void or unenforceable in or under the laws of any jurisdiction;

(vii)            impose any limitation on the ability of any member of the Wider
Mears Group or the Wider Careforce Group to co-ordinate its business, or any
part of it, with the business of any other member of the Wider Mears Group or
the Wider Careforce Group to an extent which is material in the context
respectively of the relevant member of the Wider Mears Group or the Wider
Careforce Group;

(viii)           result in any member of the Wider Mears Group or Wider
Careforce Group ceasing to be able to carry on business in a manner in which it
presently does so to an extent which is material in the context respectively of
the relevant member of the Wider Mears Group or the Wider Careforce Group; or

(ix)             otherwise adversely affect any or all of the businesses,
assets, prospects or profits of any member of the Wider Mears Group or the Wider
Careforce Group to an extent which is material in the context respectively of
the relevant member of the Wider Mears Group or the Wider Careforce Group or the
exercise of rights of shares of any company in the Careforce Group,

and all applicable waiting periods during which such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;

(e)         all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, deemed necessary or appropriate
by Mears for or in respect of the Offer, the proposed acquisition of any shares
or securities in, or control of, Careforce or any member of the Wider Careforce
Group by Mears or the carrying on of the business of any member of the Wider
Careforce Group or Mears or any matters arising there from being obtained in
terms satisfactory to Mears from all appropriate Relevant Authorities or
(without prejudice to the generality of the foregoing) from any persons or
bodies with whom any members of the Wider Careforce Group or the Wider Mears
Group has entered into contractual arrangements and such authorisations, orders,
grants, consents, clearances, licences, permissions and approvals remaining in
full force and effect and there being no intimation of any intention to revoke
or not to renew the same and all necessary filings having been made, all
appropriate waiting and other time periods (including extensions thereto) under
any applicable legislation and regulations in any jurisdiction having expired,
lapsed or been terminated and all necessary statutory or regulatory obligations
in any jurisdiction in respect of the Offer or the proposed acquisition of
Careforce by Mears or of any Careforce Shares or any matters arising there from
having been complied with;

(f)           appropriate assurances being received, in terms satisfactory to
Mears, from the Relevant Authorities or any party with whom any member of the
Wider Careforce Group has any contractual or other relationship that the
interests held by any member of the Wider Careforce Group under licences,
leases, consents, permits and other rights will not be adversely amended or
otherwise affected by the Offer or the proposed acquisition of Careforce or any
matters arising there from, that such licences, leases, consents, permits and
other rights are in full force and effect and that there is no intention to
revoke or amend any of the same;

(g)         save as fairly disclosed in writing to Mears prior to the date of
announcement of the Offer, there being no provision of any agreement,
instrument, permit, licence or other arrangement to which any member of the
Wider Careforce Group is a party or by or to which it or any of its assets may
be bound or subject which, as a consequence of the Offer or the acquisition of
Careforce or because of a change in the control or management of Careforce or
any member of the Careforce Group or any matters arising there from or
otherwise, could or might have the result that:

(i)              any monies borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the Wider Careforce Group
becomes or is capable of being declared repayable immediately or earlier than
the repayment date stated in such agreement, instrument or other arrangement or
the ability of any member of the Wider Careforce Group to borrow moneys or incur
indebtedness is withdrawn, inhibited or adversely affected;

(ii)            any mortgage, charge or other security interest is created over
the whole or any part of the business, property or assets of any member of the
Wider Careforce Group or any such security (whenever arising) becomes
enforceable;

(iii)           any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation of any member of
the Wider Careforce Group therein, is terminated or adversely modified or
affected or any action is taken or obligation or liability arises there under;

(iv)           the value of any member of the Wider Careforce Group or its
financial or trading position is prejudiced or adversely affected;

(v)             any material asset or, other than in the ordinary course of
business, any asset of the Wider Careforce Group being or falling to be charged
or disposed of;

(vi)           the rights, liabilities, obligations or interests or business of
any member of the Wider Careforce Group in or with any other person, firm or
company (or any arrangement relating to such interest or business) is
terminated, modified or adversely affected in a manner that is materially
adverse to the Careforce Group taken as a whole;

(vii)          any material liability (actual, contingent or otherwise) is
created or accelerated in respect of any member of the Wider Careforce Group;

(viii)        any third party receiving additional or enhanced rights with
respect to the intellectual property of the Wider Careforce Group; or

(ix)          any member of the Wider Careforce Group ceases to be able to carry
on business under any name under which it currently does so;

(h)         since 31 July 2006 (being the date to which the latest published
audited report and accounts of Careforce were made up) and save as disclosed in
Careforce's published published report and accounts or save as announced
publicly and in each case delivered to a Regulatory Information Service (as
defined in the Listing Rules) or fairly disclosed in writing to Mears in
connection with the Offer prior to the date of this announcement no member of
the Careforce Group having:

(i)              issued or agreed to issue or authorised or proposed the issue
of additional shares of any class or issued or authorised or proposed the issue
of or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital;

(ii)            sold or transferred or agreed to sell or transfer any Treasury
Shares;

(iii)           recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution other than
dividends lawfully paid to Careforce or wholly-owned subsidiaries of Careforce;

(iv)           authorised or proposed or announced its intention to propose any
merger or acquisition or disposal or transfer of assets or shares or any change
in its share or loan capital (other than pursuant to the Offer);

(v)             issued or authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability;

(vi)           disposed of or transferred, mortgaged or encumbered any material
asset or any right, title or interest in any asset or entered into or varied any
contract, commitment or arrangement (whether in respect of capital expenditure
or otherwise) which is of a long term or unusual nature or which involves or
could involve an obligation of a nature or magnitude which is material or
authorised, proposed or announced any intention to do so;

(vii)          entered into or varied or proposed to enter into or vary any
material contract, reconstruction, amalgamation, arrangement or other
transaction which is of a long term or unusual or onerous nature or is otherwise
than in the ordinary course of business or announced any intention to do so;

(viii)        entered into, or varied the terms of, any contract or agreement
with any of the directors or senior executives of Careforce;

(ix)          taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;

(x)            waived or compromised any material claim other than in the
ordinary course of business;

(xi)

(i)              taken any action with respect to, adopting, entering into,
terminating or amending any severance, change in control, retirement, retention,
welfare, incentive or similar agreement, arrangement or benefit plan for the
benefit or welfare of any current or former director, officer, employee or
consultant or any collective bargaining agreement,

(ii)            increased in any respect the compensation or fringe benefits of,
or pay any bonus to, any director, officer, employee or consultant,

(iii)           amended or accelerated the payment, right to payment or vesting
of any compensation or benefits, including any outstanding options or restricted
stock awards,

(iv)           granted any awards under any bonus, incentive, performance or
other compensation plan or arrangement or benefit plan, including the grant of
stock options, stock appreciation rights, stock based or stock related awards,
performance units or restricted stock, or the removal of existing restrictions
in any benefit plans or agreements or awards made there under;

(xii)         made any amendment to its memorandum or articles of association or
other incorporation documents;

(xiii)       made or agreed or consented to:

(A) any significant change to:

(I)              the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or

(II)            the benefits which accrue or to the pensions which are payable
there under; or

(III)           the basis on which qualification for, or accrual or entitlement
to such benefits or pensions are calculated or determined; or

(IV)         the basis upon which the liabilities (including pensions) or such
pension schemes are funded or made; or

(B) any change to the trustees including the appointment of a trust corporation
in respect of any pension scheme(s) established for its directors, employees or
their dependents;

(xiv)        entered into any contract, transaction or arrangement which is or
may be restrictive on the business of any member of the Wider Careforce Group or
the Wider Mears Group to an extent which is material in the context respectively
of the relevant member of the Wider Careforce Group or the Wider Mears Group;

(xv)         entered into any material contract, commitment or agreement with
respect to any of the transactions or events referred to in this condition (h);
and

(xvi)        been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(i)           since 31 July 2006 being the date of Careforce's last published
report and accounts or save as announced publicly and in each case delivered to
a Regulatory Information Service (as defined in the Listing Rules) or as fairly
disclosed in writing to Mears in connection with the Offer prior to the date of
this announcement:


(i)              no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remained outstanding by or against any member of the Wider Careforce Group or to
which any member of the Wider Careforce Group is or may become a party (whether
as plaintiff, defendant or otherwise) and which in any such case is likely to
adversely affect any member of the Wider Careforce Group to an extent which
might reasonably be expected to be material in the context of the Wider
Careforce Group taken as a whole;

(ii)            no adverse change having occurred in the business, assets,
financial or trading position, profits or prospects of any member of the Wider
Careforce Group in each case to an extent which is or might reasonably be
expected to be material in the context of the Wider Careforce Group taken as a
whole;

(iii)           no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Careforce Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or modification
of which is or might reasonably be expected to be material in the context of the
Wider Careforce Group taken as a whole;

(iv)           no investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining outstanding which
is or might reasonably be expected to be material in the context of the Wider
Careforce Group taken as a whole;

(v)             no material liability (actual, contingent or otherwise) having
arisen which is or might reasonably be expected to be material in the context of
the Wider Careforce Group taken as a whole;

(vi)           the Wider Careforce Group has not made or agreed to make capital
expenditure exceeding in aggregate £50,000;


(j)           Save as fairly disclosed in writing to Mears in connection with
the Offer prior to the date of this announcement, Mears not having discovered
that:


(i)              any business, financial or other information concerning any
member of the Careforce Group disclosed, publicly or otherwise at any time to
Mears, by or on behalf of any member of the Careforce Group, either contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which is material or which
might reasonably be expected to be material in the context of the Offer; or


(ii)            any member of the Wider Careforce Group is subject to any
liability, actual or contingent, which is not disclosed in the annual report and
accounts of Careforce for the financial year ended 31 July 2006 or in the Offer
Document and which is or might reasonably be expected to be material in the
context of the Wider Careforce Group taken as a whole; and


(k)         Save as fairly disclosed in writing to Mears in connection with the
Offer prior to the date of this announcement, Mears not having discovered that:


(i)              any past or present member of the Wider Careforce Group has not
complied with all applicable legislation or regulations of any jurisdiction with
regard to the storage, disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or to harm human health or otherwise relating to environmental matters (which
non compliance might give rise to any liability (whether actual or contingent)
on the part of any member of the Wider Careforce Group) which would be material
or which might reasonably be expected to be material to the Wider Careforce
Group taken as a whole or that there has otherwise been any such disposal,
discharge, spillage, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations and
wherever the same may have taken place) which in any such case might give rise
to any liability (whether actual or contingent) on the part of any member of the
Wider Careforce Group and which is or might reasonably be expected to be
material in the context of the Wider Careforce Group taken as a whole;

(ii)            there is or is likely to be any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider Careforce Group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
third party or otherwise which, in each case, is material or which might
reasonably be expected to be material in the context of the Wider Careforce
Group taken as a whole;

(iii)           that circumstances exist (whether as a result of the making of
the Offer or otherwise) which might lead to any Relevant Authority instituting
or any member of the Wider Careforce Group or the Wider Mears Group might be
required to institute, an environmental audit or take any other steps which in
any such case might result in any actual or contingent liability to improve or
install new plant or equipment or make good, repair, re-instate or clean up any
land or other asset now or previously owned, occupied or made use of by any
member of the Wider Careforce Group in each case which is or might reasonably be
expected to be material in the context of the Wider Careforce Group taken as a
whole;

(iv)           the Wider Careforce Group has not complied in any material
respect in the context of the Wider Careforce Group taken as a whole with any
applicable law or regulation governing the conduct of its business;

(v)             any contract, agreement or other arrangement which is or may be
restrictive on the business of any member of the Wider Careforce Group or the
Wider Mears Group which is or might reasonably be expected to be material in the
context of the Wider Careforce Group or the Wider Mears Group taken as a whole;

(vi)           the conduct of the business of the Wider Careforce Group
infringes the intellectual property rights of any third party to an extent which
is or might reasonably be expected to be material in the context of the Wider
Careforce Group taken as a whole;

(vii)          circumstances exist whereby a person or class of persons might
have any claim or claims n respect of any product or process of manufacture or
materials used therein now or previously manufactured, sold or carried out by
any past or present member of the Wider Careforce Group in each case which is or
might reasonably be expected to be material in the context of the Wider
Careforce Group taken as a whole.


Subject to the requirements of the Panel, Mears reserves the right to waive all
or any of conditions (d) to (k) (inclusive) above, in whole or in part.
Conditions (b) and (c) must be fulfilled, and conditions (d) to (k) must be
satisfied or waived, within 21 days after the later of the First Closing Date of
the Offer and the date on which condition (a) is fulfilled (or in each case such
later date as the Panel may agree) provided that Mears shall be under no
obligation to waive or treat as satisfied any of conditions (b) to (k)
(inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.


If Mears is required by the Panel to make an offer for Careforce Shares under
the provisions of Rule 9 of the City Code, Mears may make such alterations to
the conditions as are necessary to comply with the provisions of that Rule.


The Offer will lapse if it is referred to the Competition Commission or if the
European Commission in respect thereof either initiates proceedings under
article 6(1)(c) of Council Regulation (EEC) 139/2004 or makes a referral to a
competent authority of the United Kingdom under article 9(1) of that Regulation,
before (in any such case) the later of the First Closing Date of the Offer and
the date when the Offer becomes or is declared unconditional as to acceptances.


The Cash Alternative will be conditional upon the Offer becoming or being
declared unconditional in all respects.


This Offer will be governed by English Law and be subject to the jurisdiction of
the English courts, to the conditions set out above and in the formal Offer
Document and related Form of Acceptance.

The Offer Document, an equivalent document containing information on Mears to be
approved by the UK Listing Authority of the FSA, and enclosing the Form of
Acceptance will be despatched to Careforce Shareholders in due course.


Part B: Certain further terms of the Offer

The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or of any facility of a national securities exchange of, the United
States or Canada and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States or
Canada.


Careforce Shares will be acquired under the Offer free from all liens, equities,
charges, encumbrances and other interests and together with all rights attaching
thereto on or after the date of this announcement.

                                  APPENDIX II

                Sources of information and bases of calculation

Unless otherwise stated in this announcement:

a)       financial information relating to Careforce has been extracted from the
audited accounts of Careforce for the year ended 31 July 2006;

b)       financial information relating to Mears has been extracted from the
preliminary statement of audited results of Mears for the year ended 31 December
2006 which was announced separately today;

c)       the value of the existing issued share capital of Careforce is based
upon 13,886,944 Careforce Shares in issue on 2 March 2007 (being the last
business day prior to the date of this announcement);

d)       the amount of consideration payable upon full acceptance of the Offer
is calculated based upon the existing issued share capital of Careforce (as
described in paragraph c above) multiplied by 160p, resulting in an aggregate
payment of approximately £22.2 million; and

e)       all prices quoted in respect of Careforce Shares or Mears Shares are
the Closing Prices on the relevant day as derived from the Daily Official List.


APPENDIX III

Definitions

The following definitions apply throughout this announcement, unless the context
otherwise requires:



'Act' or 'Companies Act'    the Companies Act 1985, as amended

'Acquisition'               the acquisition of Careforce pursuant to the Offer

'Admission'                 admission of the Offer Shares and/or the Placing Shares
                            (as the context requires) to trading on AIM becoming
                            effective in accordance with the AIM Rules

'AIM'                       the AIM market operated by the London Stock Exchange

'AIM Rules'                 the rules of the London Stock Exchange governing the
                            admission to and operation of AIM

'Announcement'              this announcement

'Arbuthnot Securities'      Arbuthnot Securities Limited, Careforce's nominated
                            adviser and broker

'Articles'                  the articles of association of Mears

'Australia'                 the Commonwealth of Australia, its states, territories
                            and all areas subject to its jurisdiction or any
                            political subdivision of it

'Canada'                    Canada, its provinces and territories and all areas
                            subject to its jurisdiction or any political
                            subdivision of it

'Careforce'                 Careforce Group plc

'Careforce Board' or        the directors of Careforce
'Careforce Directors'

'Careforce Group'           Careforce and its subsidiaries and/or (where the
                            context requires) any one or more of them

'Careforce Shareholders'    holders of Careforce Shares

'Careforce Share Option     the Careforce Enterprise Management incentive Scheme
Schemes'                    and the Unapproved Scheme

'Careforce Shares'          the existing unconditionally allotted or issued and
                            fully paid ordinary shares of 10p each in the capital
                            of Careforce and any further such shares which may be
                            issued or unconditionally allotted and fully paid prior
                            to the time and date on which the Offer closes or by
                            such earlier date and time as Mears may, subject to the
                            City Code, decide (other than any such shares held in
                            treasury)

'Cash Alternative'          the alternative whereby Careforce Shareholders validly
                            accepting the Offer may elect to receive 150p in cash
                            for each Careforce Share, instead of the new Mears
                            Shares to which they would otherwise be entitled under
                            the Offer, including, where the context so requires any
                            subsequent revision, variation, extension or renewal of
                            such alternative

'certified' or 'in          a share or security which is not in uncertificated form
certified form'             (that is, not in CREST)

'City Code' or 'Code'       the City Code on Takeovers and Mergers

'Closing Price'             the middle market quotation for the relevant share on
                            the close of trading on the relevant date as derived
                            from the AIM section of the Daily Official List

'Close Ventures'            Close Ventures Limited, a Subsidiary of Close Asset
                            Management Holdings Limited

'Daily Official List'       the Daily Official List of the London Stock Exchange

'EGM' or 'Extraordinary     the extraordinary general meeting of Mears in
General Meeting'            connection with the Offer and the Placing (or any
                            adjournment thereof)

'Enlarged Group'            the Mears Group immediately after the Offer becomes or
                            is declared unconditional in all respects, including
                            the Careforce Group

'First Closing Date'        the first closing date of the Offer

'Form of Acceptance'        the form of acceptance, election and authority relating
                            to the Offer

'FSA'                       the Financial Services Authority, acting in its
                            capacity as competent authority in the United Kingdom
                            pursuant to Part VI of FSMA

'Investec'                  Investec Bank (UK) Limited, Mears' financial and
                            nominated adviser and broker

'Japan'                     Japan, its provinces and territories and all areas
                            subject to its jurisdiction or any political
                            subdivision of it

'Lloyds TSB Registrars'     Lloyds TSB Registrars who will be providing takeover
                            receiving agent services in connection with the Offer

'London Stock Exchange'     London Stock Exchange Plc

'Mears' or 'the Company'    Mears Group PLC

'Mears Board' or            the directors of Mears
'Mears Directors'

'Mears Dividend'            the final dividend of 2.4p per Mears Share proposed to
                            be paid by Mears in respect of the accounting year
                            ended 31 December 2006

'Mears Group'               Mears and its Subsidiaries and/or (where the context
                            requires) any one or more of them

'Mears Shareholders' or     holders of Mears Shares
'Shareholders'

'New Zealand'               the Commonwealth of New Zealand, its states,
                            territories and all areas subject to its jurisdiction
                            or any political subdivision of it

'Offer'                     the recommended offer to be made by Mears to acquire
                            the whole of the issued, and to be issued, share
                            capital of Careforce (excluding any treasury shares)
                            and, where the context so requires, any subsequent
                            revision, variation, extension or renewal thereof

'Offer Document'            the document to be sent to Careforce Shareholders which
                            will contain, inter alia, the terms and conditions of
                            the Offer;

'Offer Period'              the period commencing on the date of this announcement
                            and ending on the latest of: (a) the First Closing
                            Date; (b) the date on which the Offer lapses; or (c)
                            the date on which the Offer becomes or is declared
                            unconditional as to acceptances

'Offer Shares'              up to 6,321,337 new Mears Shares to be issued by the
                            Company pursuant to the Offer

'Ordinary Shares' or 'Mears ordinary shares of 1p each in the capital of Mears,
Shares'                     with ISIN: GB0005630420

'Panel' or 'Takeover Panel' The Panel of Takeovers and Mergers

'participant ID'            the identification code or membership number used in
                            CREST to identify a particular CREST member or other
                            CREST participant

'Placing'                   the conditional placing of 7,532,900 new Mears Shares
                            at the Placing Price

'Placing Agreement'         the placing agreement entered into between Mears and
                            Investec in relation to the Placing

'Placing Price'             334p per Mears Share

'Placing Shares'            the 7,532,9000 new Mears Shares to be issued pursuant
                            to the Placing

'Receiving Agent'           Lloyds TSB Registrars in its capacity as receiving
                            agent of the Offer

'Registered Office'         the registered office of the Company

'Regulations'               the Uncertificated Securities Regulations 2001 (SI 2001
                            No. 3755)

'Regulatory Information     any of the services set out in Appendix 3 to the
Service'                    Listing Rules

'Restricted Jurisdiction'   the United States, Canada, Australia, the Republic of
                            Ireland, New Zealand, the Republic of South Africa or
                            Japan or any other jurisdiction where extension or
                            acceptance of the offer would violate the law of that
                            jurisdiction

'South Africa'              the Republic of South Africa, its provinces and
                            territories and all areas subject to its jurisdiction
                            or any political subdivision of it

'Subsidiary'                a subsidiary undertaking (as defined by section 258 of
                            the Act)

'Substantial Interest'      a direct or indirect interest in 20 per cent. or more
                            of the voting or equity capital (or equivalent) of an
                            undertaking

'Takeover Directive'        the Takeover Directive (Interim Implementation)
                            Regulations 2006 (SI 1183/2006)

'TTE instruction'           a transfer to escrow instruction (as defined by the
                            CREST Manual issued by CRESTCo)

'UK' or 'United Kingdom'    the United Kingdom of Great Britain and Northern
                            Ireland

'uncertificated' or 'in     recorded on the relevant register of the share or
uncertificated form'        security concerned as being held in uncertificated form
                            in CREST and title to which, by virtue of the
                            Regulations may be transferred by means of CREST

'United States'             the United States of America, its territories and
                            possessions, any states of the United States and the
                            District of Columbia

'US Securities Act'         the United States Securities Act 1933, as amended

'VAT'                       value added tax

'Wider Careforce Group'     Careforce and the subsidiaries and subsidiary
                            undertakings of Careforce and associated undertakings
                            (including any joint venture, partnerships, firm or
                            company in which any member of the Careforce Group is
                            interested or any undertaking in which Careforce and
                            such undertakings (aggregating their interests) have a
                            Substantial Interest)

'Wider Mears Group'         Mears and the subsidiaries and subsidiary undertakings
                            of Mears and associated undertakings (including any
                            joint venture, partnerships, firm or company in which
                            any member of the Mears Group is interested or any
                            undertaking in which Mears and such undertakings
                            (aggregating their interests) have a Substantial
                            Interest)

  For the purposes of this announcement 'subsidiary', 'subsidiary undertaking',
  'associated undertaking' and 'undertaking' have the meanings given to those terms
  by the Companies Act (but for this purpose ignoring paragraph 20(1)(b) of the
  Schedule 4A to the Companies Act) and 'significant interest' means a direct or
  indirect interest in 20 per cent or more of the voting or equity share capital
  (or the equivalent) of the undertaking.







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