Offer Update

Mears Group PLC
04 April 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 in all respects

On 5 March 2007 the boards of Mears Group PLC ('Mears') and Careforce Group plc
('Careforce') announced that they had  reached agreement on 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 continues to be recommended by the
Careforce Board.

On 30 March 2007 Mears announced that the Offer had been declared unconditional
as to acceptances but that it remained  subject to the other conditions
contained in Part A of Part IV to the document containing the Offer which was
posted to  Careforce Shareholders on 9 March 2007 (the 'Offer Document').

Mears is pleased to announce that all of the conditions to the Offer, including
the condition relating to Admission,  have now been satisfied or waived and,
accordingly, that the Offer is unconditional in all respects. The Offer will 
remain open for acceptance until further notice but at least for the next 14
days. Any further extension of the Offer  will be publicly announced by 8.00
a.m. on the business day following that day, or such later time or date as the
Panel  may agree. 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.

As at 1.00 p.m. on 3 April 2007, Mears had received valid acceptances in respect
of a total of 13,265,659 Careforce  Shares representing in total approximately
95.5 per cent. of Careforce's issued share capital. None of the acceptances 
were received from persons acting in concert with Mears. Of the valid
acceptances, elections have been received for new  Mears Shares in respect of
6,665,197 Careforce Shares and elections have been received for the Cash
Alternative in  respect of 6,600,462 Careforce Shares.

Consideration

The consideration to which any Careforce Shareholder is entitled under the Offer
will be paid within 14 days of today's  date in respect of Careforce Shares for
which valid acceptances of the Offer have been received as at 1.00 p.m. on 3 
April 2007. The consideration due in respect of valid acceptances of the Offer
received after 1.00 p.m. today will be  dispatched to accepting Careforce
Shareholders within 14 days of receipt of such acceptances.

Compulsory acquisition and cancellation of listing

Mears confirms its intention, as set out in the Offer Document, to apply the
provisions of sections 428 to 430F  (inclusive) of the Companies Act to acquire
compulsorily any Careforce Shares to which the Offer relates in respect of 
which it has not received valid acceptances or which it has not otherwise
acquired.

In addition, as set out in the Offer Document, Mears intends to procure the
making of an application by Careforce for  cancellation of the admission to
trading of Careforce Shares on AIM. Accordingly, the 20 business day notice
period has  commenced and it is anticipated that cancellation of listing and
trading will take effect on or after 8 May 2007, being  not less than 20
business days from the date of this announcement.

Acceptance of the Offer

Careforce Shareholders who have not yet accepted the Offer are encouraged
(whether or not their Careforce Shares are  held in CREST) to complete the Forms
of Acceptance as soon as possible and return it duly signed and witnessed 
(together with their share certificate(s) and/or other document(s) of title, if
their Careforce Shares are held in  certificated form) either by post or by hand
(during normal business hours) to Lloyds TSB Registrars, The Causeway, 
Worthing, West Sussex BN99 6DA. 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.

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

This announcement does not constitute or form part of any 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. Any acceptance or other
response to the Offer should be made only on the basis of information referred 
to in the Offer Document and the Form of Acceptance.

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.

Investec

Keith Anderson
Michael Ansell
Daniel Adams                020 7597 5970



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