Recommended Offer for Protec

Quadnetics Group PLC
23 September 2005

                                                               23 September 2005

                               Recommended Offer
                                      for
                                   Protec Plc
                                       by
                         Brewin Dolphin Securities Ltd
                                  on behalf of
                              Quadnetics Group Plc


Summary of the Offer:
     
•    The boards of Quadnetics and Protec are today pleased to announce that they 
     have unanimously agreed the terms of a recommended all share offer to be
     made by Brewin Dolphin on behalf of Quadnetics for the entire issued and to 
     be issued ordinary share capital of Protec.

•    The Offer will be made on the basis of 1 New Quadnetics Share for every 43 
     Protec Shares. There will be no cash alternative.

•    The Offer (of up to 3,732,861 New Quadnetics Shares) will value the entire 
     issued and to be issued share capital of Protec at approximately £9.9
     million and each Protec Share at approximately 6.16 pence based on the 
     Closing Price of 265 pence per Quadnetics Share on 22 September 2005.

•    Irrevocable undertakings to accept, or procure acceptance of, the Offer 
     representing approximately 62.15 per cent. of Protec's existing issued
     ordinary share capital have been received by Quadnetics.

•    The New Quadnetics Shares to be issued represent 23 per cent. of the
     Enlarged Issued Share Capital.

•    It is expected that the Offer Document will be despatched to Protec
     Shareholders on or before 30 September 2005.


Commenting on the Offer, David Coghlan, Chairman of Quadnetics, said:

'I am delighted that we have been able to reach agreement with the board of
directors of Protec on the terms of a recommended offer. The two groups share a
common heritage of supplying and supporting large-scale and multi-site
electronic security systems across a broad range of applications in
complementary vertical markets. The enlarged operation provides new routes to
market for Synectics whilst enhancing Protec's technical capabilities. We expect
the benefits of increased scale and focused management to add considerably to
the future growth and competitiveness of both businesses.'

Commenting on the Offer, Philip Parker, Chairman of Protec, said:

'The Protec board has recognised for some time the benefits that can be achieved
by combining with a similar business. The Enlarged Group will have a more
significant share of the UK CCTV market and will be able to offer a wider scope
of products and services to customers. We are pleased to recommend this Offer
which we believe will bring enhanced returns to Protec Shareholders.'


This summary should be read in conjunction with, and is subject to, the full
text of the attached Announcement.

Appendix II to the attached Announcement contains definitions of certain
expressions used in this summary.


Enquiries

Quadnetics                                                  01527 850080
Russ Singleton, Chief Executive
Nigel Poultney, Finance Director

Brewin Dolphin Securities Ltd                               0113 241 0130
(Financial Adviser and Corporate Broker to Quadnetics)
Neil Baldwin
Keith Williams

Protec
Bill Moir, Chief Executive                                  01923 211550

Teather & Greenwood                                         020 7246 9000
(Financial Adviser and Corporate Broker to Protec)                       
Jeff Keating
Rob Naylor

Media Enquiries

Abchurch Communications                                     0207 398 7700
Chris Munden
Ariane Comstive


The Offer Document, the Equivalent Document and the Form of Acceptance will be
posted to Protec Shareholders as soon as practicable and in any event within 28
days of this Announcement.

The Protec Directors accept responsibility for the information contained in this
Announcement relating to the Protec Group, themselves and their immediate
families, related trusts and connected persons. To the best of the knowledge of
the Protec Directors (who have taken all reasonable care to ensure that such is
the case) the information contained in this Announcement is in accordance with
the facts and contains no omission likely to affect the import of such
information. The Quadnetics Directors accept responsibility for the information
contained in this Announcement other than that relating to the Protec Group, the
Protec Directors, their immediate families, related trusts and connected
persons. To the best of the knowledge of the Quadnetics Directors (who have
taken all reasonable care to ensure that such is the case) the information
contained in this Announcement for which they are taking responsibility is in
accordance with the facts and contains no omission likely to affect the import
of such information.

Brewin Dolphin is acting exclusively for Quadnetics and no-one else in
connection with the Offer and other matters described in this Announcement and
will not be responsible to anyone other than Quadnetics for providing the
protections afforded to clients of Brewin Dolphin or for providing advice in
relation to the Offer or any other matters described in this Announcement.

Teather & Greenwood is acting exclusively for Protec and no-one else in
connection with the Offer and other matters described in this Announcement and
will not be responsible to anyone other than Protec for providing the
protections afforded to clients of Teather & Greenwood or for providing advice
in relation to the Offer or any other matters described in this document.

This Announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. 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.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether informal or formal) to acquire or control relevant
securities of Protec, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent. or more of any class of securities of
Protec is required to disclose, by not later than 12.00 noon on the Business Day
following the date of the relevant transaction, dealings in such securities of
that company (or in any option in respect of, or derivative referenced to, such
securities) during the period to the date on which the Offer becomes, or is
declared, unconditional as to acceptances or lapse or is otherwise withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Protec by Quadnetics or Protec, or by any of their respective
associates (within the meaning of the City Code), must also be disclosed.

If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at

www.thetakeoverpanel.org.uk

or

contact the Panel on telephone number [phone]; fax [phone]


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

                                                               23 September 2005

                               Recommended Offer
                                      for
                                   Protec Plc
                                       by
                         Brewin Dolphin Securities Ltd.
                                  on behalf of
                              Quadnetics Group Plc


1. Introduction

The boards of Quadnetics and Protec are today pleased to announce that they have
agreed the terms of a recommended all share offer to be made by Brewin Dolphin
on behalf of Quadnetics for the entire issued and to be issued ordinary share
capital of Protec.  The Offer will be unanimously recommended by the Protec
Board.


2. The Offer

The Offer, which will be subject to the conditions and further terms set out, or
referred to, in Appendix I to this Announcement, in the Offer Document and in
the Form of Acceptance, will be made by Brewin Dolphin on behalf of Quadnetics
on the following basis:

              for every 43 Protec Shares : 1 New Quadnetics Share

Fractions of New Quadnetics Shares will not be allotted or issued to holders of
Protec Shares who accept the Offer (including such holders who are deemed to
accept the Offer) but will be aggregated and sold in the market and the proceeds
retained for the benefit of the Enlarged Group.

There will be no cash alternative.

The Offer values the Protec Shares to which the Offer relates at approximately
£9.9 million and each Protec Share at approximately 6.16 pence, based on the
Closing Price of a Quadnetics Share of 265 pence on 22 September 2005.

The Offer represents a premium of 30 per cent. to the Closing Price of 4.75
pence per Protec Share on 13 January 2005, being the last Business Day prior to
the announcement by Protec on 14 January 2005 that it was in discussions which
may or may not lead to an offer being made for Protec.

Details of the further terms and conditions of the Offer are set out below and
in Appendix I to this Announcement.


3. Irrevocable undertakings

Quadnetics has received irrevocable undertakings to accept the Offer from the
Protec Directors in respect of, in aggregate, 30,621,761 Protec Shares,
representing approximately 19.1 per cent. of the existing issued Protec Shares.
These undertakings will cease to be binding only if the Offer lapses or is
withdrawn.

In addition Quadnetics has received the following irrevocable undertakings to
accept the Offer:

- From Midia Investments S.A. in respect of its entire holding, which amounts to
43,993,702 Protec Shares, representing 27.4 per cent. of the existing issued
Protec Shares.

- From Blue Hone Investors LLP in respect of funds managed by it, the beneficial
owners of which are The AIM VCT Trust plc and AIM 2 VCT plc in respect of
8,653,817 and 9,017,405 Protec Shares respectively, amounting to 17,671,222
Protec Shares, representing 11.0 per cent. of the existing issued Protec Shares.

- From Close Investment Limited in respect of funds managed by it, the
beneficial owners of which are Close Brothers AIM VCT plc and Close Beacon
Investment Fund in respect of 4,669,101 and 694,132 Protec Shares respectively,
amounting to 5,363,233 Protec Shares, representing 3.34 per cent. of the
existing issued Protec Shares.

- From Singer & Friedlander Investment Management Limited ('S&F') in respect of
funds managed by it, the beneficial owners of which include Singer & Friedlander
AIM VCT plc in respect of 1,601,887 Protec Shares and other funds managed by S&F
in respect of 507,174 Protec Shares, amounting to 2,109,061 Protec Shares,
representing 1.31 per cent. of the existing issued Protec Shares.

These undertakings will cease to be binding if the Offer Document has not been
posted within 28 days of this Announcement or if a competing offer for Protec is
made which values a Protec Share at more than a 10 per cent. premium to the
Closing Price of a Protec Share on the last Business Day before this
Announcement.

Accordingly, Quadnetics has irrevocable undertakings to accept the Offer in
respect of, in aggregate, 99,758,979 Protec Shares representing 62.15 per cent.
of the existing issued Protec Shares, as at 22 September 2005, being the latest
Business Day prior to this Announcement.


4. Background to and reasons for the Offer

Over the years, Quadnetics has successfully grown to become a significant
supplier of electronic security products and services. The Quadnetics Board
believes that Quadnetics is a leader in the development, design, integration and
control of advanced closed circuit television ('CCTV') security systems.

The increasing demand for digital and networked systems has led to strong
organic growth of revenues and profit over recent years.  Quadnetics' strategy
is to build on the strengths of its technology and market positions by expanding
its presence in wider geographic and end-user applications, through both further
organic growth and acquisitions.

Since February 2004, Quadnetics has acquired and integrated the businesses of
Look CCTV, Coex Limited and Alphapoint LLC.

The Offer represents an opportunity for Quadnetics to expand its presence in
end-user application sectors where its penetration is currently limited,
especially in prisons and high-security government installations. Protec also
offers, through its SSS Security Management subsidiary, a fully equipped,
up-to-date alarm receiving centre and security facilities management capability
that will allow Quadnetics to expand the range of services available to its
existing clients. In addition, Protec has a significant base of business and
client relationships in the Middle East, a geographic area that is an important
and growing focus for sales of Quadnetics' Synectics products and systems.

The addition of Protec's business to Quadnetics will result in a significantly
increased share of the UK CCTV market for the Enlarged Group. As well as the
wider scope of products and services available to both sets of customers, the
Quadnetics Board believes that the Offer will also provide the opportunity for
operational efficiencies and cost savings deriving from the increased scale of
the Enlarged Group.


5. Information on Quadnetics

Quadnetics is a specialist electronic systems company, operating in the areas of
CCTV security and video control.  Over a number of years, it has developed what
the Quadnetics Directors believe is a leading position in large scale and
complex surveillance systems in the UK, especially for town centres and other
public spaces.

The Quadnetics Group comprises the following businesses:
     
•    Quadrant  Video Systems plc ('QVS')

     QVS, based in Nottingham, supplies access control and security systems to 
     local authorities, commercial, industrial and banking customers.

•    Look CCTV

     Look CCTV, based in Poulton-le-Fylde, Lancashire, is a UK leader in the
     development and supply of CCTV systems for bus manufacturers and operators.

•    Coex Limited ('Coex')

     Coex, based in Brigg, Lincolnshire, is a specialist manufacturer and 
     supplier of CCTV equipment and systems for extreme or hazardous 
     environments.  Coex primarily serves the worldwide marine, oil and gas 
     markets, providing proprietary engineered CCTV products for offshore 
     platforms and ships.

•    Synectic Systems Limited ('Synectics')

     Synectics, based in Sheffield, is an award-winning designer and 
     manufacturer of advanced CCTV switching, recording and network technology.

•    Synectic Systems Inc ('Synectics Inc.')

     Synectics Inc., based in California, USA was established in March 2005 to
     acquire the trade and assets of Alphapoint LLC in May 2005.  Synectics Inc. 
     is a specialist IT company working in the Internet Protocol CCTV field, 
     with particular focus on casinos.


6. Information on Protec

The Protec Group is an independent security, technology integration and
surveillance business. Protec's headquarters are based in Watford and the Protec
Group comprises three divisions:
     
•    SDA Protec

     This is the Protec Group's systems division.  Its activities include the 
     design, installation and maintenance of major integrated security systems.  
     The SDA group of companies has 26 years of experience in providing complex 
     integrated security systems to many large customers around the world.

•    SSS Protec

     This is the Protec Group's services division.  Its core activity is the
     provision of facilities management, sophisticated security monitoring and
     maintenance services to, in the main, large multi-site retailers.

•    Falcon Protec

     This is the Protec Group's surveillance division.  Falcon develops 
     electronic optical and radio-based security products and systems for 
     private and public sector customers.


7. Board and management

The members of the Quadnetics Board will continue to be responsible for their
respective functions in the Enlarged Group. Dennis Bate and Bob Westcott, who
are currently non-executive directors of Protec, have been invited to join the
Quadnetics Board as non-executive directors upon the Offer becoming, or being
declared, unconditional in all respects.

It is intended that the other Protec Directors will stand down from the Protec
Board once the Offer becomes, or is declared, unconditional in all respects.


8. Current trading for Quadnetics

Quadnetics issued its preliminary results for the year ended 31 May 2005 on 15
September 2005. The results contained the following trading update:

'During the past few years, the Group has made real progress towards positioning
itself as a serious player in its chosen sectors of the growing worldwide
electronic security market. We see this as a very attractive market for both the
short and long term.

Our core activity, digital CCTV security control systems, is currently competing
in a young, technology-led, relatively fragmented business, with all the
attendant challenges and opportunities that implies. That said, we are fully
anticipating that the current year will produce good progress in the Group's
financial results.'


9. Consents and meeting

The Offer is conditional upon the passing by Quadnetics Shareholders of the
Resolutions to be proposed at an Extraordinary General Meeting. Quadnetics
Shareholders will be asked for authority to increase the authorised share
capital of Quadnetics to the extent necessary to implement the Offer and to
grant the requisite allotment authority to the Quadnetics Directors.

The Quadnetics Directors unanimously recommend Quadnetics Shareholders to vote
in favour of the Resolutions to be proposed at the Extraordinary General Meeting
as they intend to do so in respect of their own aggregate beneficial
shareholdings comprising, in aggregate, 2,352,476 Quadnetics Shares,
representing approximately 18.8 per cent. of Quadnetics' existing issued share
capital.

The notice of EGM is expected to be sent to Quadnetics' Shareholders on or
before 30 September 2005.


10. Inducement fee

Quadnetics and Protec have entered into an agreement under which Protec has
agreed to pay Quadnetics an inducement fee of £90,000 (inclusive of any
irrecoverable VAT) if, prior to the Offer lapsing or being withdrawn or being
declared, or becoming, unconditional in all respects, an alternative offer
(however structured) for the issued share capital of Protec becomes or is
declared unconditional in all respects or the Protec Board changes its
recommendation of the Offer.


11. Recommendation of the Protec Board

The Protec Directors, having been so advised by Teather & Greenwood, consider
the terms of the Offer to be fair and reasonable in so far as Protec
Shareholders are concerned.  In providing advice to the Protec Directors,
Teather & Greenwood has taken into account the commercial assessments of the
Protec Directors.

Accordingly, the Protec Directors, unanimously recommend all Protec Shareholders
to accept the Offer as they have irrevocably undertaken to do in respect of
their own beneficial holdings amounting, in aggregate, to 30,621,761 Protec
Shares, representing approximately 19.1 per cent. of the existing issued Protec
Shares.


12. Protec management and employees

Quadnetics attaches great importance to the skills and experience of the
existing management and employees of Protec and believes that most will have
greater opportunities with Quadnetics. The existing employment rights, including
pension rights, of all employees of Protec will be safeguarded.


13. Protec Share Option Schemes

Appropriate proposals will be made to members of the Protec Share Option
Schemes.


14. Dividend Policy

Following the Offer becoming, or being declared, unconditional in all respects,
Quadnetics intends to continue its stated policy of growing future dividends,
provided that they are fully covered by earnings.


15. Further details of the Offer

The Protec Shares will be acquired under the Offer fully paid and free from all
liens, equities, charges, encumbrances and other interests and together with all
rights attaching to them after the date of this Announcement, including the
right to receive all dividends (if any) declared, made or paid thereafter.
However, Protec Shareholders who accept the Offer will not be eligible to
receive and retain the Quadnetics final dividend for the financial year ended 31
May 2005.

The Offer will be subject to the conditions set out in Appendix I to this
document and in the Form of Acceptance, including approval of certain matters by
Quadnetics Shareholders and Admission.


16. Admission to trading on AIM and dealings in New Quadnetics Shares

It is Quadnetics' intention that, following the Offer becoming, or being
declared, unconditional in all respects, Quadnetics will apply for the New
Quadnetics Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings will commence in the New
Quadnetics Shares as soon as is practicable, in accordance with the AIM Rules,
after the Offer becomes, or is declared, unconditional in all respects (save
only for the admission of such shares becoming effective).


17. Compulsory acquisition and de-listing

Quadnetics intends, assuming it becomes so entitled, to use the procedures set
out in sections 428 to 430F (inclusive) of the Act to acquire compulsorily any
remaining Protec Shares following the Offer becoming, or being declared,
unconditional in all respects. When the Offer becomes, or is declared,
unconditional in all respects, Quadnetics intends to procure the making of an
application by Protec to the London Stock Exchange for the cancellation of the
Admission to trading of Protec Shares on AIM.  It is anticipated that
cancellation of trading will take effect no earlier than 20 business days after
the Offer becomes, or is declared, unconditional in all respects. The
cancellation of admission to trading on AIM of Protec Shares will significantly
reduce the liquidity and marketability of any Protec Shares not assented to the
Offer and their value may be affected in consequence.


18. Quadnetics and Protec issued share capital

In accordance with Rule 2.10 of the City Code, Quadnetics confirms that it has
12,486,270 Shares in issue. The International Securities Identification Number
for Quadnetics is GB0007156838.

In accordance with Rule 2.10 of the City Code, Protec confirms that it has
160,513,061 Shares in issue. The International Securities Identification Number
for Protec is GB0004541248.


19. General

The Offer Document, the Equivalent Document and the Form of Acceptance will be
posted to Protec Shareholders as soon as practicable and, in any event, within
28 days of this Announcement, other than in relation to a Restricted
Jurisdiction.



                                   APPENDIX I

                        Part A: Conditions of the Offer


The Offer will be subject to the following conditions:
     
1.   Valid acceptances being received (and not, where permitted, withdrawn) by 
not later than 1.00pm on the first closing date of the Offer (or such later 
time(s) and/or date(s) as Quadnetics may, subject to the rules of the City Code, 
decide) in respect of not less than 75 per cent., (or such lesser percentage as 
Quadnetics may decide) in nominal value of the Protec Shares to which the Offer 
relates, provided that this condition will not be satisfied unless Quadnetics, 
together with any member of the Quadnetics Group shall have acquired or agreed 
to acquire, whether pursuant to the Offer or otherwise, Protec Shares carrying 
in aggregate more than 50 per cent., of the voting rights then normally 
exercisable at a general meeting of Protec, including for this purpose, to the 
extent (if any) required by the Panel, any such voting rights attaching to (or 
which would, if issued, attach to) Protec Shares which are unconditionally 
allotted or issued before the Offer becomes or is declared unconditional as to 
acceptances whether pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise.  For the purpose of this condition; (i), the
expression 'Protec Shares to which the Offer relates' shall be construed in
accordance with sections 428 to 430F (inclusive) of the Companies Act; (ii)
shares which have been unconditionally allotted but not issued shall be deemed
to having the voting rights which they will carry upon their being entered into
the register of members of Protec; and (iii) valid acceptances shall be treated
as having been received in respect of any Protec Shares that Quadnetics and its
subsidiaries shall pursuant to section 429 (8) of the Act, be treated as having
acquired or contracted to acquire by virtue of acceptances of the Offer.
     
2.   The London Stock Exchange announcing its decision to admit to trading
on AIM the New Quadnetics Shares (subject only to the allotment of such shares)
and such Admission becoming effective in accordance with the AIM Rules.

3.   The passing at the EGM (or any adjournment thereof) of any resolution
or resolutions which are necessary to increase the authorised share capital of
Quadnetics and to grant the Quadnetics Directors authority to allot the New
Quadnetics Shares in order to implement the Offer.
     
4.   Without limitation to condition 5 below, Quadnetics not having
discovered or otherwise become aware prior to the date when the Offer would
otherwise have become, or been declared, unconditional that the Office of Fair
Trading intends, or is reasonably likely, to refer the Acquisition, or any
matters arising therefrom, to the Competition Commission pursuant to the
Enterprise Act 2002.

5.   No government or governmental, quasi-governmental, supranational,
statutory or regulatory body, court, trade agency, association, authority
(including any national anti-trust or merger control authority), institution or
professional or environmental body or other person or body in any jurisdiction
(each a 'Relevant Authority') having, prior to the date when the Offer would
otherwise have become, or been declared, unconditional in all respects, decided
to take, instituted, implemented or threatened any action, suit, proceeding,
investigation or enquiry, or enacted, made or proposed any statute or regulation
or order, or taken any other step which would or might reasonably be expected
to:
     
(i)    make the Offer or its implementation or the acquisition or proposed 
       acquisition of any or all of the Protec Shares or of control or
       management of Protec or any member of the Protec Group by Quadnetics, 
       void, illegal or unenforceable under the laws of any jurisdiction or, 
       directly or indirectly, materially restrain, prevent, prohibit, restrict, 
       delay or otherwise materially interfere in the implementation of or 
       impose additional material conditions or obligations with respect to the 
       Offer or the acquisition or proposed acquisition of Protec or the wider 
       Protec Group by Quadnetics or its implementation or any acquisition of 
       any Protec Shares by Quadnetics;

(ii)   result, directly or indirectly, in a material delay or limitation in the 
       ability of Quadnetics or any member of the wider Protec Group to acquire 
       or to hold or to exercise effectively, directly or indirectly, all or any 
       rights of ownership in respect of shares or other securities (or the
       equivalent) in, or to exercise voting or management control over, any 
       member of the wider Protec Group;

(iii)  require, prevent or materially delay the divestiture or alter the terms 
       envisaged for any proposed divestiture by any member of the wider 
       Quadnetics Group or by any member of the wider Protec Group of all or any
       part of their respective businesses, assets or properties or impose any
       limitation on the ability of any of them to conduct their respective 
       businesses or to own or control any of their respective assets (including 
       shares or other securities (or the equivalent) in Protec or any other 
       member of the wider Protec Group) or properties or any part thereof in 
       each case in a manner or to an extent which is material in the context of 
       the wider Quadnetics Group taken as a whole and/or the wider Protec Group 
       taken as a whole (as the case may be);

(iv)   save pursuant to the Offer or Part XIIIA of the Act require any member of 
       the wider Protec Group or the wider Quadnetics Group to acquire or to 
       offer to acquire any shares or other securities (or the equivalent) owned 
       by any third party in any member of the Protec Group (other than Protec) 
       or to sell or offer to sell any shares or other securities (or the 
       equivalent);

(v)    materially limit the ability of the wider Quadnetics Group or of any 
       member of the wider Quadnetics Group to conduct or integrate or
       co-ordinate its business, or any part of it, with the businesses or any 
       part of the businesses of the wider Protec Group or of any member of the 
       wider Protec Group in a manner which is material in the context of the 
       wider Quadnetics Group or the wider Protec Group (as the case may be) 
       taken as a whole;

(vi)   result in any member of the wider Quadnetics Group or any member of the 
       wider Protec Group ceasing to be able to carry on business under any name 
       which it presently does so which is material in the context of the wider 
       Quadnetics Group or the wider Protec Group (as the case may be) taken as 
       a whole;

(vii)  otherwise materially and adversely affect the business, assets, profits, 
       financial or trading position or prospects of any member of the wider 
       Protec Group or any member of the wider Quadnetics Group; or
              
(viii) impose any limitation on or result in a material delay in the ability of 
       any member of the wider Quadnetics Group to acquire or hold or exercise 
       effectively, directly or indirectly, all or any rights of ownership in
       respect of shares or loans or securities convertible into shares or the
       equivalent in any member of the wider Protec Group or to exercise 
       management control over any such member,

and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, suit, proceedings, investigation or enquiry having expired or been
terminated;

6.   All authorisation, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, permissions and approvals ('
Authorisations') necessary for or in respect of the Offer or the acquisition or
proposed acquisition of any shares or other securities in or control of Protec
or any other member of the wider Protec Group by Quadnetics or the carrying on
by any member of the wider Protec Group of its business having been obtained in
terms and in a form reasonably satisfactory to Quadnetics from all Relevant
Authorities and/or (where relevant and without prejudice to the foregoing) from
any person or bodies with whom any member of the wider Protec Group has entered
into contractual arrangements and such Authorisations together with all material
Authorisations necessary to carry on the business of each member of the wider
Protec Group remaining in full force and effect and there being no intimation of
any intention to revoke or not renew any of them (in each case where the absence
of such Authorisations might have a material adverse effect on the wider Protec
Group taken as a whole) and in relation thereto all necessary statutory or
regulatory obligations in connection with the Offer in any jurisdiction having
been complied with;

7.   All notifications, applications and filings which are necessary having
been made, all appropriate waiting and other time periods (including extensions
of such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with in each case in
connection with the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, Protec or any member of the wider
Protec Group by any  member of the wider Quadnetics Group where, in each case,
the absence of such compliance might have a material and adverse affect on the
business of any member of the wider Quadnetics Group or the wider Protec Group;
     
8.   Save as disclosed in the interim report of Protec for the six months
ended 31 December 2004, or as otherwise publicly announced by Protec (by the
delivery of an announcement to a Regulatory Information Service) prior to the
date of this Announcement or as otherwise fairly disclosed in writing to
Quadnetics or its advisers prior to date hereof ('Disclosed'):
       
(i)    no member of the wider Protec Group having declared, paid or made or 
       proposed the declaration, paying or making of any dividend, bonus or
       other distribution (whether payable in cash or otherwise) in respect of 
       any of its share capital other than distributions by any wholly-owned 
       subsidiaries of Protec;

(ii)   no member of the wider Protec Group having (save as between Protec and 
       wholly-owned subsidiaries of Protec or between wholly-owned subsidiaries 
       of Protec ('intra-Protec Group transactions') or upon any exercise of 
       options granted before the time of this announcement under the Protec 
       Share Option Schemes) issued, or authorised or proposed the issue or 
       grant of, additional shares of any-class or securities convertible into 
       or rights, warrants or options to subscribe for or acquire any such 
       shares or convertible securities or redeemed, repaid or reduced any part 
       of its share capital;

(iii)  no member of the wider Protec Group having issued, or proposed the issue 
       of, or make any change in or to, any debentures or, save in the ordinary 
       course of business, incurred or increased any indebtedness or liability 
       (actual or contingent) of an aggregate amount which is material in the
       context of the Protec Group taken as a whole;

(iv)   there having been no adverse change in the business, assets, financial or 
       trading position or profits or prospects of any member of the wider 
       Protec Group which in any such case is material in the context of the 
       wider Protec Group taken as a whole;

(v)    save for intra Protec Group transactions, no member of the wider Protec 
       Group having merged with any body corporate, partnership or business or 
       acquired or disposed of or transferred, mortgaged or charged or created 
       any security interest over (in either case otherwise than in the ordinary 
       course of trading) any assets or any right, title or interest in any 
       assets (including shares in subsidiaries, associates and trade 
       investments) or made any change in its share or loan capital, or 
       authorised or proposed or announced any intention to propose any of the 
       foregoing which in any case is material in the context of the wider 
       Protec Group taken as a whole;

(vi)   no litigation or arbitration proceedings, prosecution or other legal 
       proceedings having been instituted or threatened or remaining outstanding 
       against or in respect of any member of the wider Protec Group in each 
       case to an extent which is material in the context of the wider Protec
       Group taken as a whole;

(vii)  no member of the wider Protec Group having entered into, varied or 
       authorised any material contract, transaction, arrangement or commitment 
       (whether in respect of capital expenditure or otherwise material) which 
       is not in the ordinary course of business or is of a long-term, onerous 
       or unusual nature or which involves or could involve an obligation or 
       restriction of a nature or magnitude which is material in the context of 
       the wider Protec Group taken as a whole;

(viii) save in the ordinary course of business) no member of the wider Protec 
       Group having mortgaged, charged, encumbered or created any other security 
       interest over the whole or any material part of the business, property or 
       assets of any such member which in any case is material in the context of 
       the wider Protec Group taken as a whole;

(ix)   no member of the wider Protec Group having entered into or made any offer 
       (which remains open for acceptance) to enter into or announced its 
       intention to enter into or varied the terms of any contract, agreement or
       arrangement with any of the Protec Directors or permitted a variation in 
       the terms or rules governing the Protec Share Option Schemes;

(x)    no member of the wider Protec Group having taken any corporate action for 
       its winding-up, dissolution or authorisation or for the appointment of a 
       receiver, administrator, administrative receiver or similar officer or 
       had any such person appointed or been unable or admitted in writing 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 substantial part of any of its 
       business;

(xi)   no member of the wider Protec Group having made any alteration to its 
       memorandum or articles of association which is material in the context of 
       the Offer;

(xii)  no member of the wider Protec Group having waived or compromised any 
       claim which is material in the context of the wider Protec Group
       taken as a whole;

(xiii) no member of the wider Protec Group having implemented, authorised, 
       proposed or announced its intention to implement any reconstruction,
       amalgamation, scheme, commitment or other transaction or arrangement 
       other than in the ordinary course of business which is material in the 
       context of the Offer;

(xiv)  no member of the wider Protec Group having made or agreed or consented to 
       any significant change to the terms of the trust deeds constituting the 
       previous schemes established for its directors and/or employees and/or 
       their dependents or to the benefits which accrue, or to the pensions 
       which are payable, thereunder, or to the basis on which qualification for 
       or accrual or entitlement to such benefits or pensions are calculated or 
       determined or to the basis upon which the liabilities (including 
       pensions) of such pension schemes are funded or made, or agreed or 
       consented to any change to the trustees involving the appointment of a 
       trust corporation and which in any such case is material in the context 
       of the wider Protec Group taken as a whole;

(xv)   no contingent or other liability having arisen or become apparent to 
       Quadnetics, which might reasonably be expected to have a material
       adverse effect on the wider Protec Group taken as a whole;

(xvi)  no steps having been taken which are likely to result in the withdrawal, 
       cancellation, termination or modification of any material licence or
       permit held by any member of the wider Protec Group which is necessary 
       for the proper carrying on of the business of the wider Protec Group 
       taken as a whole;

(xvii) no member of the wider Protec Group having proposed or entered into any 
       agreement, arrangement or commitment with respect to any of the 
       transactions or events referred to in this paragraph 8; and
       
(xviii) no member of the wider Protec Group having passed any resolution in 
       general meeting to sanction, approve, or implement any such issue, 
       merger, demerger, acquisition, disposal, change, transaction, contract or
       commitment as is referred to in this paragraph 8.

9.   Save as Disclosed (as defined in paragraph 8 above) there being no
provision of any arrangement, agreement, lease, licence, permit or other
instrument to which any member of the wider Protec Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or
subject and which, in consequence of the making of the Offer or the acquisition
or proposed acquisition by Quadnetics or any member of the wider Quadnetics
Group of Protec Shares or change in control or management of any member of the
wider Protec Group could result in (to an extent which is material in the
context of the wider Protec Group taken as a whole):

(i)    any monies borrowed by or other indebtedness or liabilities (actual or 
       contingent) of, or grant available to any  member of the wider Protec 
       Group becoming repayable or capable of being declared repayable
       immediately or prior to their or its stated maturity or repayment date in 
       such agreement, arrangement, lease, licence, permit or instrument or the 
       ability of any such member to borrow monies or to incur any indebtedness 
       being withdrawn or inhibited or being withdrawn or materially inhibited;

(ii)   the creation or enforcement of any mortgage, charge or other security 
       interest having occurred or arisen over the whole or any part of the 
       business, property, assets or interests of any member of the wider Protec
       Group or any such mortgage, charge or other security (whenever arising or 
       having arisen) becoming enforceable;

(iii)  any such arrangement, agreement, lease, licence, permit or other 
       instrument, or the rights, liabilities, obligations or interests of any
       member of the wider Protec Group thereunder, being, terminated or 
       adversely modified or affected or any adverse action being taken or any 
       onerous obligation or liability thereunder;

(iv)   any assets, property or interests of the wider Protec Group being or 
       falling to be disposed of or charged or ceasing to be available to any
       member of the wider Protec Group or any right arising under which any 
       such asset or interest could be required to be disposed of or charged, or 
       could cease to be available to any member of the wider Protec Group 
       otherwise than in the ordinary course of business;

(v)    the rights, liabilities, obligations, mortgage, charge or other interests 
       of any member of the wider Protec Group under any such arrangement, 
       agreement, lease, licence, permit or other instrument in or with any 
       person, firm or body, or the business of any member of the wider Protec
       Group with any person firm or body (or any arrangements relating to such
       interest a business), being terminated, or adversely modified or 
       affected;

(vi)   the creation of any liability, actual or contingent, by any member of the 
       wider Protec Group otherwise than in the ordinary course of business; or

(vii)  any change in or effect on the ownership or use of any intellectual 
       property rights owned or used by members of the wider Protec Group; and

(viii) no event having occurred which, under any provision of any agreement, 
       arrangement, lease, licence, permit or other instrument to which any
       member of the wider Protec Group is party or by or to which any such 
       member or any of its assets may be bound, entitled or subject, is 
       reasonably likely to result in any of the events or circumstances as are 
       referred to in sub-paragraphs (i) to (vii) of this paragraph 9.
     
10.  Quadnetics not having discovered:
          
(i)    that any financial or business or other information concerning the wider 
       Protec Group which has been disclosed at any time by or on behalf of any 
       member of the Protec Group whether publicly, to any member of the
       Quadnetics Group or otherwise is materially misleading, contains a 
       material misrepresentation of fact or omits to state a fact necessary to 
       make the information contained therein not materially misleading;

(ii)   that any member of the wider Protec Group is subject to any liability, 
       contingent or otherwise, which is not disclosed in the Annual Report and 
       Accounts of Protec for the financial year ended 30 June 2004 or its 
       interim results for the 6 months ended 31 December 2004 and which is 
       material in the context of the Protec Group taken as a whole;

(iii)  that any information exists which materially affects (in the context of 
       the wider Protec Group taken as a whole) the import of any information 
       disclosed at any time by or on behalf of any member of the wider Protec 
       Group; or
              
(iv)   that circumstances exist which are likely to result in any actual or 
       contingent material liability of any member of the wider Protec Group
       under any applicable legislation to impose, or modify existing or install 
       new plant, machinery or equipment or to carry out any changes in the 
       processes currently carried out.

11.  Quadnetics not having discovered that save as Disclosed (as defined in
paragraph 8 above):

(i)    any past or present member of the wider Protec Group has not complied 
       with any applicable legislation or regulations of any relevant 
       jurisdiction with regard to the use, treatment, handling, storage, 
       transport, release, disposal, discharge, spillage, leak or emission of 
       any waste or hazardous substance or any substance likely to impair the 
       environment or harm human health, or otherwise relating to environmental 
       matters or the health and safety of any person, animal or creature, or 
       that there has otherwise been any such use, treatment, handling, storage, 
       transport, release, disposal, discharge, spillage, leak or emission 
       (whether or not this constituted a non-compliance by any person with any 
       legislation or regulations and wherever the same may have taken place) 
       which, in any case, would be likely to give rise to any liability
       (whether actual or contingent, civil or criminal) or cost on the part of 
       any member of the wider Protec Group which in any case is material in the 
       context of the wider Protec Group taken as a whole;

(ii)   there is, or is likely to be, any liability, whether actual or 
       contingent, to make good, alter, improve, repair, reinstate, clean up or
       otherwise assume responsibility for any property now or previously owned,
       occupied, made use of or in respect of which a guarantee or other similar
       obligation has been assumed by any past or present member of the wider 
       Protec Group or any other property or clean up any controlled waters or 
       other pollution caused by its occupation or control of any such property 
       under any environmental legislation, regulation, notice, circular, order 
       or other lawful requirement of any relevant authority or third party or 
       otherwise which in any such case is material in the context of the wider 
       Protec Group taken as a whole; or

(iii)  circumstances exist whereby a person or class of persons would be likely 
       to have a claim in respect of any product or service or process of 
       manufacture or materials used therein now or previously manufactured, 
       sold or carried out or provided by any past or present member of the 
       wider Protec Group which is or would be material in the context of the 
       wider Protec Group taken as a whole.

Subject to the requirements of the Panel, Quadnetics reserves the right (but
shall be under no obligation) to waive, in whole or in part, all or any of the
above conditions apart from the conditions set out in paragraphs 1 to 3
(inclusive).

'The wider Protec Group' means Protec and its subsidiary undertakings,
associated undertakings and any other undertakings in which Protec and such
undertakings (aggregating their interests) have a substantial interest and 'the
wider Quadnetics Group' means Quadnetics and its subsidiary undertakings,
associated undertakings and any other undertaking in which Quadnetics and such
undertakings (aggregating their interests) have a substantial interest and, for
the purpose of the conditions set out in Appendix I, 'parent undertaking', '
subsidiary undertaking', 'associated undertaking' and 'undertaking' have the
meanings given by the Act (but for this purpose ignoring paragraph 20(1)(b) of
Schedule 4A to the Act) and 'substantial interest' means a direct or indirect
interest in 20 per cent. or more of the equity share capital of an undertaking.

Conditions set out in paragraphs 4 to 11 (inclusive) must be fulfilled or waived
or, where appropriate, have been determined by Quadnetics to be or to remain
satisfied by midnight on the 21st day after the later of the first closing date
of the Offer and the date on which the condition set out in paragraph 1 is
fulfilled (or in each such case such later date as the Panel may agree).
Quadnetics shall be under no obligation to waive or treat as satisfied any of
the conditions set out in paragraphs 4 to 11 (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 fulfillment.  If Quadnetics is
required by the Panel to make an offer for Protec Shares under the provisions of
Rule 9 of the City Code, Quadnetics may make such alterations to any of the
above conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if the Acquisition is referred to the Competition
Commission before 1.00pm on the first closing date of the Offer or before 1.00pm
on the date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.  If the Offer lapses, the Offer will cease
to be capable of further acceptance and persons accepting the Offer and
Quadnetics shall thereupon cease to be bound by acceptances delivered on or
before the date on which the Offer so lapses.


                       Part B: Further terms of the Offer


Except with the consent of the Panel, the Offer will lapse unless all the
conditions relating to the Offer have been fulfilled or (if capable of waiver)
waived, or, where appropriate, have been determined by Quadnetics to be, and
continue to be, satisfied by midnight on the date which is 60 days after the
posting of the Offer Document or by midnight on the date which is 21 days after
the date on which the Offer becomes unconditional as to acceptances, whichever
is the later, or such later date as Quadnetics, with the consent of the Panel,
may decide.

If the Offer lapses, it will cease to be capable of further acceptance and
accepting Protec Shareholders, Quadnetics and Brewin Dolphin will cease to be
bound by the Forms of Acceptance submitted before the time the Offer lapses.

The Offer will extend to all Gamma Shares whilst the Offer remains open for
acceptance.

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

The Offer is not being made directly or indirectly in or into the United States,
Australia, Canada, the Republic of Ireland, South Africa or Japan. Accordingly,
copies of the Offer Document are not being, and must not be, mailed or otherwise
distributed, sent in or into or from the United States, Australia, Canada the
Republic of Ireland, South Africa or Japan.

The Offer will comply with the applicable rules and regulations of the United
Kingdom and the provisions of the City Code. The Offer and any acceptances under
it are governed by English law and are subject to the jurisdiction of the courts
of England and Wales.


                                  APPENDIX II

                                  Definitions

In this Announcement the following terms and expressions have the following
meanings unless the context requires otherwise:

'Acquisition'                the proposed acquisition of Protec by Quadnetics to be effected by means of the
                             Offer

'Act'                        the Companies Act 1985, as amended

'Admission'                  admission of the New Quadnetics Shares 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'               means this announcement in accordance with Rule 2.5 of the City Code that the
                             Quadnetics Board and the Protec Board have reached agreement on the terms of
                             the proposed Offer

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

'Brewin Dolphin'             Brewin Dolphin Securities Ltd, Quadnetics' financial and nominated adviser and
                             broker

'Business Day'               a day (other than a Saturday or Sunday) on which clearing banks are generally
                             open for usual business in the City of London

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

'Capita'                     Capita Registrars

'City Code'                  The City Code on Takeovers and Mergers

'Closing Price'              means the middle market quotation for the relevant share on the close of
                             trading on the Daily Official List on the relevant date

'Company' or Quadnetics'     Quadnetics Group plc

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

'EGM' or 'Extraordinary      the extraordinary general meeting of Quadnetics to be convened in due course
General Meeting'             (or any adjournment thereof)

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

'Enlarged Issued Share       the issued ordinary share capital of Quadnetics as enlarged by the issue of the
Capital'                     New Quadnetics Shares (assuming full acceptance of the Offer and without taking
                             into account any shares to be issued on the exercise of options under the
                             Protec Share Option Schemes and/or options over Quadnetics Shares

'Equivalent Document'        the document containing equivalent information to that of a prospectus for the
                             purposes of the Rule 1.2.2R(2) of the Prospectus Rules to be issued in relation
                             to the New Quadnetics Shares for which application for Admission will be made

'Form of Acceptance'         means the form of acceptance and authority relating to the Offer and
                             accompanying the Offer Document

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

'FSMA'                       Financial Services and Markets Act 2000 (as amended)

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

'London Stock Exchange'      London Stock Exchange plc

'Look CCTV'                  a trading division of Quadnetics

'New Quadnetics Shares'      up to 3,732,861 new Ordinary Shares to be issued by Quadnetics pursuant to the
                             Offer

'Offer' or 'Recommended      the proposed recommended all share offer to be made by Brewin Dolphin on behalf
Offer'                       of Quadnetics, on the terms and subject to the conditions set out in the Offer
                             Document and the Form of Acceptance, to acquire all of the Protec Shares
                             (including, where the context so requires, any subsequent revision, variation,
                             extension or renewal of such offer)

'Offer Document'             the document proposed to be sent to Protec Shareholders as soon as possible but
                             in no event later than 21 October 2005 containing, amongst other things, the
                             Offer

'Ordinary Shares' or '       ordinary shares of 20p each in the capital of the Company
Quadnetics Shares'

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

'Prospectus Rules'           the rules made by the FSA pursuant to section 84(1) of FSMA for the purposes of
                               Part VI of FSMA in relation to offers of securities to the public

'Protec'                     Protec plc

'Protec AESOP'               the Protec All Employee Share Option Plan

'Protec Directors' or '      means the directors of Protec being P H Parker, W J W Moir, P K I Geraghty, J P
Protec Board'                Kirtland, R W Westcott, L J Turner and D Bate

'Protec Group'               Protec and its Subsidiaries and/or (where the context requires) one or more
                             others

'Protec Shareholders'        holders of Protec Shares

'Protec Share Option Schemes together the Protec AESOP, Protec Unapproved Executive Share Option Scheme,
'                            Protec Unapproved Non-Executive Share Option Scheme and Protec EMI Scheme

'Protec Shares'              means the existing unconditionally allotted or issued and fully paid ordinary
                             shares of 1p each in the capital of Protec 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 Quadnetics
                             may, subject to the City Code, decide

'Quadnetics Directors' or '  means the directors of Quadnetics being D J Coghlan, P M Rae, N C Poultney, R C
Quadnetics Board'            Singleton, D M Orme, G Robinson and S W Coggins

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

'South Africa'               means 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

'Synectics'                  Synectic Systems Limited, a subsidiary of the company

'Teather & Greenwood'        Teather & Greenwood Limited, Protec's Financial Adviser

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

'United States'              means the United States of America, its territories and possessions, all areas
                             subject to its jurisdiction or any political subdivision thereof, any state of
                             the United States of America and the District of Columbia


All times referred to in this document are London times.


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

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