Tender Offer

Triad Group PLC
28 March 2002



                                TRIAD GROUP PLC

               Proposed Tender Offer to purchase ordinary shares
  for up to a total value of £2.8 million at a price of 75p per ordinary share
                  and Notice of Extraordinary General Meeting

Introduction

Triad proposes to return up to £2.8 million of surplus cash to shareholders by
purchasing ordinary shares by way of a tender offer and subsequent cancellation
of the ordinary shares. The Tender Offer will be at a fixed price of 75 pence
per ordinary share. At the tender price the return of capital involves the
purchase of 3,733,333 ordinary shares, representing approximately 14.64 per
cent. of Triad's current issued share capital.

Background to and reasons for the Tender Offer

At the time of the interim announcement on 16 November 2001 and again in a
trading update on 28 January 2002, the Company stated that market conditions
were increasingly uncertain and, as of the date of the trading update, recent
events have occurred which will have a very significant impact on the Company's
results for the full year to 31 March 2002. In addition the Company stated that
market conditions continue to be difficult. However, it was stated that the
directors consider that Triad's project capabilities and technical skills remain
excellent and they remain confident about the longer term prospects of the
business.

Triad's cash position remains strong and as at 28 January 2002, was in excess of
£10 million.

The directors believe that the cash in Triad's balance sheet is in excess of
Triad's current and foreseeable requirements. Having considered a number of
methods of returning capital to shareholders, the directors have decided that
they would use up to £2.8 million of that cash to make the Tender Offer. This is
expected to enable the Company to return funds to shareholders whilst permitting
shareholders a degree of choice as to whether or not to participate in the
return of capital.

In summary, the details of the Tender Offer are as follows:


  • a return of £2.8 million by way of a Tender Offer (assuming a full take-up
    of the Tender Offer);

  • the fixed price of 75 pence per ordinary share; and

  • shareholders will be able to participate pro rata to their holdings.

The directors have adopted this method of returning capital to shareholders
because they believe that the Tender Offer allows Triad's shareholders to be
treated equally, as well as offering them the choice of whether or not to
participate. Shareholders may opt to sell some or all of their ordinary shares
at the current market price with no associated cost in return for cash (subject
to the terms and condition of the Tender Offer), or they may choose to retain
their shares and, on the assumption that the Tender Offer is successfully
completed, thereby increase their pro rata holding in Triad.

Further details of the terms and conditions of the Tender Offer are set out in a
circular being posted to shareholders today together with a Form of Tender for
use in connection with the Tender Offer. The Tender Offer is not being made in
or into the United States, Canada, Australia, South Africa, the Republic of
Ireland or Japan.

Extraordinary General Meeting

The Tender Offer is subject to the passing of a resolution by the holders of
ordinary shares at the Extraordinary General Meeting to be held at 2.00 p.m. on
15 April 2002 at the offices of Beeson Gregory, The Registry, Royal Mint Court,
London EC3N 4LB. At this meeting a resolution will be proposed, inter alia, to
seek authority to make market purchases (within the meaning of section 163(3) of
the Companies Act 1985) of ordinary shares pursuant to the Tender Offer,
provided that not more than 3,733,333 ordinary shares shall be purchased
pursuant to this authority (representing approximately 14.64 per cent. of the
Company's issued ordinary share capital as at 27 March 2002 (being the last
practicable date prior to the posting of this document)), the price to be paid
for each ordinary share shall be 75 pence and this authority shall expire at the
conclusion of the annual general meeting of the Company to be held in 2002.

Recommendation

The directors of Triad, who have been so advised by Beeson Gregory, consider the
Tender Offer to be in the best interests of Triad and its shareholders as a
whole. In giving its advice, Beeson Gregory has taken into account the
directors' commercial assessments.

Accordingly, the directors recommend that all shareholders vote in favour of the
resolution to be proposed at the Extraordinary General Meeting, as the directors
intend to do in respect of their own beneficial holdings of 7,126,499 ordinary
shares, representing approximately 27.96 per cent. of the existing issued share
capital of Triad. The directors all intend to retain their holdings in Triad and
therefore will not tender any of their ordinary shares in the Tender Offer.

The directors of Triad are making no recommendation to Triad's shareholders in
relation to participation in the Tender Offer itself. Whether or not Triad's
shareholders decide to tender their ordinary shares will depend, among other
things, on their own individual circumstances, including their tax position.
Shareholders are recommended to consult their duly authorised independent
advisers in making their own decisions.

                                    - ends -

Date: 28 March 2002

For further information please contact:
John Rigg, Non-executive Chairman                       Triad Group PLC                                     01483 860222
Mira Makar, Chief Executive                             Triad Group PLC                                     01483 860222
Ed Senior                                               City Profile                                       020-7448-3244
Simon Courtenay                                         City Profile                                       020-7448-3244




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