Offer Update

Mears Group PLC
30 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 South Africa, New
Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so
would  constitute a violation of the relevant laws of such jurisdiction.

Recommended offer with full cash alternative by Mears Group PLC for the entire
issued and to be issued ordinary share  capital of Careforce Group plc

Offer unconditional as to acceptances

On 5 March 2007, Mears Group PLC ('Mears') announced the terms of a recommended
offer to purchase the entire issued and  to be issued share capital of Careforce
Group plc ('Careforce'). Under the terms of the Offer, Careforce Shareholders 
will receive 0.4552 new Mears Shares for each Careforce Share they hold.
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 Document was posted to Careforce Shareholders on 9 March 2007.

Mears announces that, as at 1.00 p.m. on 30 March 2007, being the first closing
date of the Offer, valid acceptances of  the Offer had been received in respect
of a total of 13,171,952 Careforce Shares representing 94.85 per cent. of the 
issued share capital of Careforce. None of these acceptances were received from
persons acting in concert with Mears  and each of these acceptances will be
counted towards the satisfaction of the acceptance condition under the Offer.

Prior to making the Offer, Mears obtained irrevocable undertakings to accept, or
procure the acceptance of, the Offer  from certain Careforce Shareholders in
respect of 7,635,179 Careforce Shares, representing in aggregate approximately 
55.0 per cent. of the issued share capital of Careforce. In respect of the
Careforce Shares which are the subject of  irrevocable undertakings, Mears had
at 1.00 pm on 30 March 2007 received valid acceptances in respect of all such 
shares.

Accordingly, the Board of Mears announces that the acceptance condition set out
in condition (a) of Part A of Part IV  to the Offer Document has been satisfied
and that the Offer has become unconditional as to acceptances.

The Offer will remain open for acceptance until further notice but at least for
the next 14 days. Careforce  Shareholders who have not yet accepted the Offer
are urged to do so as soon as possible. The Cash Alternative will  remain open
until 1.00 p.m. on 13 April 2007, at which time it will close.

The Offer remains conditional upon the remaining conditions contained in Part A
of Part IV to the Offer Document,  including the passing of the resolution to be
proposed at the Extraordinary General Meeting on 2 April 2007 and the  admission
of the Placing Shares to trading on AIM and such admission becoming effective in
accordance with the AIM  Rules. It is expected that Admission will become
effective on 4 April 2007.

Save for a contract for differences in respect of 20,000 Careforce Shares held
by Reginald Pomphrett, a director of  Mears, neither Mears nor any person deemed
to be acting in concert with Mears for the purpose of the Offer: (a) owned  or
controlled any Careforce Shares, or any rights over such Careforce Shares
immediately prior to 5 March 2007, being  the commencement of the Offer Period;
(b) has acquired or agreed to acquire any Careforce Shares (or rights over 
Careforce Shares) during the Offer Period, (c) is interested in or has any
rights to subscribe for Careforce Shares (d)  holds any short position under a
derivative referenced to Careforce Shares, (e) is a party to any agreement to
sell or  any delivery obligation or right to require another person to purchase
or take delivery of any Careforce Shares, or (f)  has borrowed or lent, save for
borrowed shares which have been either on-lent or sold, any Careforce Shares.

Accepting the Offer

Careforce Shareholders who hold their Careforce Shares in certificated form who
wish to accept the Offer and have not  done so should complete their Form(s) of
Acceptance and return it/them by post or (during normal business hours only)  by
hand to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA as
soon as possible and, in any event,  so as to be received no later than 1.00
p.m. on 13 April 2007, by following the procedure set out in paragraph 16(a) of 
Part II of the Offer Document.

Additional Forms of Acceptance are available from Lloyds TSB Registrars by
telephone on 0870 609 2158 (or [phone] if telephoning from outside the
UK) or at the address referred to above.

Careforce Shareholders who hold their Careforce Shares in uncertificated form
(that is, in CREST), who wish to accept  the Offer and have not done so, should
make their acceptance electronically through CREST so that the TTE instruction 
settles no later than 1.00 p.m. on 13 April 2007, by following the procedure set
out in paragraph 16(b) of Part II of  the Offer Document. Careforce Shareholders
who are CREST sponsored members, should refer to their CREST sponsor before 
taking any action as only their CREST sponsor will be able to send the necessary
TTE instruction to CRESTCo in relation  to their Careforce Shares.

The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer  Document dated 9 March 2007.

This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any  security, nor is it a solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, issuance  or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.

Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
authorised and regulated in the United  Kingdom by the Financial Services
Authority, is acting as financial adviser and broker to Mears and 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 connection with the Offer or the contents of this announcement or  any
matter referred to herein.

Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services  Authority, is acting as financial advisor to
Careforce and no one else in connection with the Offer and will not be 
responsible to anyone other than Careforce for providing the protections
afforded to clients of Arbuthnot Securities  nor for providing advice in
connection with the Offer or the contents of this announcement or any matter
referred to  herein.

CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is  acting as financial advisor to
Careforce and no one else in connection with the Offer and will not be
responsible to  anyone other than Careforce for providing the protections
afforded to clients of CLB Littlejohn Frazer nor for  providing advice in
connection with the Offer or the contents of this announcement or any matter
referred to herein.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be  restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or 
distributed should inform themselves about, and observe, such restrictions.
Failure to comply with the restrictions may  constitute a violation of
securities laws of any such jurisdiction.

Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer is not being, and 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 South Africa, New Zealand,
the Republic of Ireland 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 this  announcement, the Offer Document, the
Form of Acceptance and any other documents relating to the Offer are not being, 
and 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 South Africa, New Zealand, the
Republic  of Ireland 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.

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 per cent. or more of any class of
'relevant securities' of Careforce or of Mears all 'dealings' in any 'relevant 
securities' of Careforce or of Mears (including by means of an option in respect
of, or a derivative referenced to, any  such 'relevant securities') must be
publicly disclosed by not later than 3.30 p.m. (London time) on the London
business  day following the date of the relevant transaction. This requirement
will continue until the date on which 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, you should consult the Panel.

Enquiries

Investec
Keith Anderson
Daniel Adams                     020 7597 5970



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