Acquisition

Spice Holdings PLC
16 January 2006

16th January 2006


   ACQUISITION OF BAINEPORT ENGINEERING SERVICES LIMITED EXPANDS ELECTRICITY
                               SERVICES DIVISION

Spice Holdings plc ('Spice' or the 'Group') is pleased to announce the
acquisition of Baineport Engineering Services Limited ('Baineport') for a
consideration of up to £5.0 million representing a multiple of adjusted
operating profits of 6.2 times. Baineport, an electrical services company
headquartered in Ely, Cambridgeshire and with offices in Grantham and Crewe will
form part of Spice's Electricity Services Division, which operates under the
Freedom trading name.

In addition to the initial consideration of £4.5m paid in cash on completion, up
to £0.3 million will be payable upon the receipt of unconditional written
confirmation of the renewal or extension of certain contracts and a further £0.2
million will be payable upon the signing of those contracts.  In the event that
such unconditional written confirmation is not received and the relevant
contracts are not signed by 31 December 2006 the entitlement to the additional
consideration of £0.5 million will lapse.  The consideration is subject to an
adjustment based on net working capital at completion, but subject to an overall
cap on consideration of £5.8 million.  It is estimated that there will be
approximately £0.6 million of cash in Baineport at completion, before any
payment in respect of the working capital adjustment.

The audited accounts of Baineport for the year ended June 2005 showed turnover
of £9.1 million, operating profits (after adjusting for resigning directors
remuneration and one-off costs) of £0.8million and pre-tax profits (after
adjusting for resigning directors remuneration and one-off costs) of £0.8
million. Net assets at 30 June 2005 were £1.3 million.

Baineport provides a range of engineering services including electrical network
design, installation, testing and commissioning and inspection and maintenance
services for electric Distribution Network Operators and larger industrial and
commercial clients.  Baineport also installs and maintains private electric
networks.  It employs over 170 highly skilled technical staff operating across
South East England, the Midlands and North East England.

Baineport was established in 1996 by Steve Wright and Paul Johnson and in 2005,
Steve James and Peter Hulyer were also appointed as directors, having been with
the business for several years.  At completion, Steve Wright and Paul Johnson
will resign as directors but will be retained on a consultancy basis; Steve
James and Peter Hulyer will continue as directors of Baineport.



Simon Rigby, Chief Executive of Spice Holdings, said:

'I am excited by the purchase of such a well respected company. Baineport has
the skills we need to fully complement our Electricity division. In Steve James
and Peter Hulyer we have two highly experienced and respected managers, who we
are delighted will be working with us to continue the development of our
Electricity Services operation.

'The acquisition also extends our customer base and moves our Freedom brand into
new geographies across the UK.'


Steve Wright, Managing Director of Baineport, said:

'I am pleased to see Baineport become part of Spice, a transaction which I
believe will provide our employees with an opportunity to grow the business as
part of a larger group.  Steve James and Pete Hulyer have been a key part of our
growth to date and I am delighted that they will be part of the team taking
Baineport into the next stage of its growth.'

                                   ...Ends...


For further information, please contact:

Spice Holdings plc                                         Tel:  [phone]
Simon Rigby, Chief Executive Officer
Oliver Lightowlers, Group Finance Director
Carl Chambers, Corporate Development Director

Financial Dynamics Limited                                 Tel:  [phone]
Sally Lewis
Billy Clegg


NOTES TO EDITORS

Spice Holdings plc

Spice is a support services business operating in the utilities and facilities
management sector. The Group's operations were founded in 1996 and have their
origins in the electricity industry, though the range of activities has since
been expanded into the water sector, niche telecommunications services, the
public sector and commercial facilities management. Spice's businesses have a
common theme of delivering and co-ordinating infrastructure services to
customers, and the technological element within the product mix has been built
up significantly over the course of the last three years.

Baineport's website can be found at www.baineport.com





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