Circ re. Acquistion

Z Group PLC
22 November 2006

Z GROUP PLC



22 November 2006



                                  Z GROUP plc

                          ('Z GROUP' or 'the Company')



                   Proposed acquisition by Z GROUP plc of the

                       minority shares of OnShare Limited

                                      and

                         Extraordinary General Meeting



Further to the announcement yesterday of the Company's interim results and the
proposed acquisition by Z GROUP plc of the minority shares of OnShare Limited
(the 'Acquisition'), the board of Z GROUP, the marketing-led technology services
company, announces it has today posted a circular (the 'Circular') to
shareholders setting out the background to the Acquisition and containing a
notice convening an extraordinary general meeting of the Company to be held at
11 a.m. on 15 December 2006 at Z GROUP's offices at 31 Vernon Street, London,
W14 0RN.



Information regarding OnShare Limited ('OnShare')



OnShare is a software service using proprietary next generation technology that
delivers a high level of security for the transfer of files over public and
private networks. Z GROUP has, over the last 18 months, made a significant
investment into OnShare to enable further research and development to take place
and has continued to build OnShare as a brand and as valuable intellectual
property.



Offering secure, friend-to-friend file sharing, OnShare has been developed to
integrate into the namespace of Microsoft's Windows operating system. This
allows users to be able to browse their friend's files that they have been given
permission to see, as if they were on their own computer, without the
requirement for additional hardware or configuration. The Directors believe
there is substantial commercial potential for OnShare for both the consumer and
business audiences.



Financial Information on OnShare



The unaudited interim results of the Company for the six months ended 31 August
2006 showed an investment in OnShare by Z GROUP of £0.7 million. There has been
no revenue in OnShare to date, as OnShare is in its final stages of consumer
development. The Acquisition is expected to be value enhancing to the Company
and will seek to ensure that Shareholders may realise the benefit of OnShare's
anticipated success without the potential for such value dilution from the
interests of the Minority Shareholders.



Principal terms of the Acquisition



Under the terms of the Share Exchange Agreement, the Company has, conditionally
upon the passing of the Resolutions, agreed to acquire the OnShare Shares from
the Minority Shareholders in exchange for issuing on completion of the
Acquisition the Consideration Shares, which are to be issued and allotted at
96.5 pence each (being the closing middle market price of the Ordinary Shares on
20 November 2006) and which values the Consideration Shares at £3.8 million.



Commenting on the Acquisition, Jamie True, joint Chief Executive, said:



'We are delighted that, subject to shareholder approval, we will be acquiring
the minority interest in our key subsidiary, OnShare Limited.



We firmly believe that the file sharing market is poised to grow at a very
significant rate and that our award-winning new OnShare product will enable us
to capitalise upon this trend. Securing 100% ownership of this subsidiary -
which we believe will be value enhancing for the Group - allows us to benefit
fully from this exciting trend.'



Enquiries:

Z GROUP plc
Jack Bekhor/Jamie True, Joint Chief Executive Officers         08700 111 173
Saskia Hopmann, Public Relations                               020 7952 4026

Catullus Consulting
Alex Mackey                                                    020 7736 2938



Defined terms used in this announcement are as used in the Circular, which is
available at the Company's website www.zgroupplc.com





About Z GROUP:



Founded in 2002, Z GROUP is a successful, publicly listed London-based
technology company which acquires, licences and develops technologies and
profitably commercialises them through proven branded marketing techniques,
offering cutting edge, easy to use and affordable software.



With over half a million customers to date, Z GROUP has six software businesses:



  • ONSPEED Mobile - unique mobile phone acceleration software, which speeds
    up and optimises slow Internet connections and helps users control
    associated data cost
  • ONSPEED - fastest Internet acceleration software on the market, which
    instantly enables any PC, Mac and Pocket PC user to browse and email at near
    Broadband speeds by using a 9-patented compression technology
  • Net2Roam and NetAway - services that allow individuals and SMEs to obtain
    local Dial-up access numbers worldwide at rates below normal international
    rates
  • Onbidder - service that seamlessly integrates into eBay, making a user's
    bid at the last second of an auction - giving the user the best chance to
    win their item at the best possible price.
  • OnShare - revolutionary software service which enables users to
    communicate and share files securely between PCs which are not part of the
    same network and without the need for additional hardware or any specific
    set up.





For more information, visit www.zgroupplc.com




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