Offer Update

Mears Group PLC
14 May 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 Update

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.

As at 1.00 p.m. on 11 May 2007, Mears had received valid acceptances in respect
of a total of 13,653,805 Careforce  Shares representing in total approximately
92.9 per cent. of Careforce's issued share capital (which includes shares 
issued as a result of the exercise of Careforce Options following the Offer
having been declared unconditional in all  respects). 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
7,005,709 Careforce Shares and elections have been  received for the Cash
Alternative in respect of 6,638,096 Careforce Shares.

As announced on 13 April 2007, the Cash Alternative is closed to Careforce
Shareholders and can no longer be accepted.  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.

Consideration

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 valid acceptances.

Compulsory acquisition

On 25 April 2007, Mears confirmed it had implemented the procedure set out in
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.

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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