Tender Offer

Triad Group PLC
02 October 2002

                                TRIAD GROUP PLC

               Proposed Tender Offer to purchase ordinary shares

for up to a total value of £2.385 million at a price of 26.5p per ordinary share

                  and Notice of Extraordinary General Meeting

Introduction

Triad proposes to return up to £2.385 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 26.5 pence
per ordinary share. At the tender price the return of capital involves the
purchase of 9,000,000 ordinary shares, representing approximately 41.37 per
cent. of Triad's current issued share capital.

Background to and reasons for the Tender Offer

As stated in the interim results for the six months ended 30 September 2002
which were announced today, market conditions have continued to deteriorate. At
present there is no sign of improvement in the Company's trading position nor in
market conditions and the Company has taken action to reduce ongoing costs by
reducing staff numbers, imposing a general salary freeze and by making active
efforts to reduce property costs.

The Company's cash position remains strong and as at 1 October 2002, was
approximately £6.7 million.

Despite the market conditions referred to above and the Company's current
trading, the Directors believe that the cash in the Company's balance sheet is
in excess of the Company'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 £2.385 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 addition, given the Company's current market capitalisation and the general
state of the stock market, the Directors believe that it is difficult for
certain Shareholders to exit from their holdings if their holdings are in excess
of a certain size. Similarly, given the current share price and share dealing
costs, a number of shareholders are in the position that a significant part of
the value of their shareholdings would be taken up by such costs if they sold
their shares in the ordinary manner. There are no dealing costs associated with
the Tender Offer.



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


  • a return of £2.385 million by way of a Tender Offer (assuming a full
    take-up of the Tender Offer);

  • the fixed price of 26.5 pence per Ordinary Share; and

  • Shareholders will be able to tender all or part of their Ordinary Shares.
    The basic entitlement of Shareholders on the Register at the Record Date
    (other than certain Overseas Shareholders) will be up to 41.37 per cent. of
    their Ordinary Shares held at the Record Date (rounded down to the nearest
    whole number), being the 'Basic Entitlement'. Shareholders may tender in
    excess of their Basic Entitlement, but such excess tenders will only be
    satisfied to the extent that other Shareholders do not take up all or any of
    their Basic Entitlement.

The Directors have adopted this method of returning capital to Shareholders
because they believe that the Tender Offer allows 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 the Company.

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 the Resolution by the holders of
Ordinary Shares at the Extraordinary General Meeting to be held at 3.00 p.m. on
Friday, 18 October 2002 at the offices of Evolution Beeson Gregory, The
Registry, Royal Mint Court, London EC3N 4LB. At this meeting a resolution will
be proposed 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 9,000,000 Ordinary Shares shall be
purchased pursuant to this authority (representing approximately 41.37 per cent.
of the Company's issued ordinary share capital as at Tuesday, 1 October 2002
(being the last practicable date prior to this announcement and the posting of
the document to Shareholders)), the price to be paid for each Ordinary Share
shall be 26.5 pence and this authority shall expire at the conclusion of the
annual general meeting of the Company to be held in 2003.



Date: 2 October 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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