50% Interest Acquired in Istanbul Fuarcilik

ITE Group PLC
1 December 1999


ITE GROUP PLC

Acquisition of 50 per cent. interest in Istanbul Fuarcilik
A.S. ('IFAS')


ITE Group Plc ('ITE' or 'the Company'), a leading
international exhibition organiser in emerging markets, is
pleased to announce that it has conditionally agreed to
acquire 50 % of the issued share capital of IFAS, a company
into which the exhibition organising business of CNR, based
in Instanbul, will be transferred prior to completion.

Key points:

*   Initial consideration of US$ 6.46 million in cash
(approximately £4.04 million) and the issue of 18 million
new Ordinary Shares. Further payment may become due
depending on the profitability of the acquired business for
the period to 31 December 2000.

*   CNR's exhibition organising business is the largest in
Turkey with turnover for the year ended 31 December 1998 of
US$ 17.5m and net profits of US$ 5.5m.

*   In 1998 CNR held 31 exhibitions with a total of 177,000
square metres of net exhibition space.

*   Reasons for acquisition:

- largest exhibition organising business in Turkey
- large modern exhibition facilities giving the opportunity
to expand a number of shows into major international events
- existing shows should grow through ITE's sales to its
international client base
- synergy with ITE, launching new shows under ITE themes
- access to IFAS client database leading to cross-selling
opportunities for ITE's existing shows

*   Ceyda Erem, founder, owner and Chairwoman of CNR, will
join the board of ITE

Lawrie Lewis, Chairman of ITE, commented:

'In the last year ITE has concentrated on building its
position as a leading exhibition organiser in emerging
markets. The acquisition of a 50 per cent. interest in IFAS
represents an exciting and significant move forward in this
strategy, giving the Group a leading edge in Turkey and
providing synergistic benefits for the rest of the Group.'

For further information, please contact:

ITE Group Plc
Lawrie Lewis          Chairman            0171 596 5000
Steve Monnington      Chief Executive
Odette Jonkers        Press Office        0171 596 5253

Buchanan Communications
Richard Oldworth/Isabel Petre             0171 466 5000
Introduction

ITE announces that its wholly owned subsidiary, ITE
Worldwide, has entered into a conditional agreement to
acquire 50 per cent. of the issued share capital of IFAS, a
company into which the exhibition-organising business of CNR
will be transferred prior to Completion.  CNR is the largest
exhibition organiser in Turkey.

The initial consideration for the Acquisition will be
satisfied as to US$6.46 million in cash (approximately £4.04
million) and through the issue of 18 million new Ordinary
Shares.  The Consideration Shares will represent
approximately 9.7 per cent. of the enlarged issued share
capital of the Company on Admission.  Further consideration
may become payable in two tranches depending upon the
profitability of the Acquired Business in the year ending 31
December 1999 and of certain shows organised by the Acquired
Business in the year ending 31 December 2000.  The first
tranche of any such additional consideration will be payable
in cash or new Ordinary Shares at the option of the Vendor.
The second tranche will be payable in cash.

In view of the Acquisition's size in relation to ITE, it is
conditional, inter alia, upon the approval of Shareholders,
which is to be sought at an extraordinary general meeting of
the Company.

Information on the Acquired Business

CNR is the largest exhibition business in Turkey in terms
both of the hall space that it owns and manages and of the
portfolio of exhibitions that it organises.  At present, its
exhibition halls located in the Istanbul area adjacent to
the city's airport, and together boast 44,000 square metres
of gross exhibition area.  This figure is expected to have
grown to approximately 80,000 square metres by 31 March 2000
following completion of work on four additional halls.

The exhibition-organising business of CNR, which will be
transferred into IFAS pursuant to the Hive Down Agreement
described below, held 31 exhibitions in Istanbul in the year
ended 31 December 1998 occupying a total of approximately
177,000 square metres of net space sold.  In the first six
months of 1999, CNR organised 12 exhibitions in Istanbul
utilising in aggregate approximately 34,000 square metres
and it is expected to hold a further 22 shows utilising
approximately 118,000 square metres by the end of this year.

The Directors and the Proposed Director expect that the
profitability of the Acquired Business in the second half of
1999 will have been adversely affected by recent earthquakes
that occurred in Turkey.  It is for this reason that the
terms of the Acquisition Agreement, described in more detail
below, contemplate the payment of a tranche of consideration
based on the performance of certain shows in the second half
of the year 2000.  The Directors and the Proposed Director
believe that trading conditions in Turkey have now returned
to normal.

Financial record of the Acquired Business

A summary of the combined financial record of the Acquired
Business and of IFAS (which throughout the period covered
has been a dormant company) for the period from 1 January
1996 to 30 June 1999 is set out below.

                                                              
                                                           Six
                                                        months
                                Year ended               ended
                                        31                  30
                                  December                June
                          1996        1997       1998     1999
                       US$'000     US$'000    US$'000  US$'000
                                                              
Turnover                10,386      13,186     17,508    3,418
Gross profit             4,754       8,235     12,324    2,603
Profit on ordinary                                            
activities before        3,361       5,694      9,449    1,710
taxation

Note:     the above figures exclude costs incurred by the
     Acquired Business, as follows:

Rent of exhibition                                         
centre sites             1,440     2,380     3,960    1,045


The Directors and the Proposed Director expect that between
70 and 75 per cent. of the Acquired Business's revenue in
its current financial year will be earned in the six months
ending 31 December 1999.  A similar level of seasonality was
experienced in 1998.

Background to and reasons for the Acquisition

The Directors have stated that the Company's ambition is to
become the foremost exhibition organiser in emerging markets
and they believe that the expansion of its operations in
Turkey represents a potentially important step towards
achieving this objective.  They believe that the Acquired
Business will offer an ideal platform for the Company's
growth in Turkey because:

(i)  it is the largest exhibition organising company in
     Turkey;

(ii) the exhibition facilities which IFAS will use pursuant
     to the Lease and Services Agreement will be the largest
     and among the most modern in Turkey, and this should
     give the opportunity to expand a number of the shows to
     be owned by IFAS into major international events.  The
     location of CNR's exhibition halls near to the airport
     in Istanbul should add to their attraction to
     international exhibitors and visitors;

(iii)the existing portfolio of shows should grow
     through ITE's involvement in selling space to its
     existing international client base;

(iv) IFAS will be able to launch new shows on existing ITE
     themes or themes held under licence by ITE as approved
     by the licensor; and

(v)  IFAS will add a significant client database to which
     ITE will have the opportunity of selling space at its
     existing exhibitions.

The Acquisition Agreement

ITE Worldwide has today conditionally agreed to acquire 50
per cent. of the issued share capital of IFAS from the
Vendor pursuant to the Acquisition Agreement.  The
Acquisition is conditional, inter alia, on the approval of
Shareholders and the transfer to IFAS of the Acquired
Business in accordance with the terms of the Hive Down
Agreement.

The initial consideration for the Acquisition will be
satisifed as to US$6.46 million in cash (£4.04 million) and
through the issue of 18 million new Ordinary Shares at a
price of 47 pence per share.  The share price was fixed
during negotiations with the Vendor in mid-Summer of this
year.  At the closing price on 30 November 1999 of 84 pence
per Ordinary Share, the initial consideration is equivalent
to approximately £19.16 million.

The Consideration Shares will be issued in certified form
and, when issued and fully paid, will rank pari passu in all
respects with the existing Ordinary Shares.

A second payment may be made to the Vendor by ITE Worldwide
following its review of the audited accounts of the Acquired
Business for the year ending 31 December 1999.  The amount
payable will be equivalent to 3.4 times the pre-tax profits
of the Acquired Business for the year ending 31 December
1999 minus US$20 million.  This second payment is not to
exceed US$10 million (approximately £6.25 million) and is to
be made by ITE in cash and/or Ordinary Shares at the option
of the Vendor.

This second payment will not be made if the pre-tax profits
of the Acquired Business for the year ending 31 December
1999 are less than US$5,714,799 (approximately £3.57
million) and, in such circumstances, the Vendor shall pay
ITE Worldwide an amount equal to 3.4 times the difference
between US$5,714,799 and the pre-tax profits for the year
ending 31 December 1999.

A third payment may be made to the Vendor by ITE Worldwide
in cash in US$ of 3.4 times the aggregate of (a) the amount
by which the gross profits (as defined) of certain shows in
the year 2000 exceed the gross profits of those shows in
1999 and (b) an amount equal to any bad debt provisions made
in respect of the accounts for the year ending 31 December
1999 which have been recovered by IFAS.  This payment is not
to exceed US$25 million (approximately £15.63 million).

ITE has guaranteed the obligations of ITE Worldwide under
the Acquisition Agreement.

The potential payment of additional consideration by ITE
Worldwide under the Acquisition Agreement has been
negotiated in order to compensate the Vendor for any
improvement in the profitability of the Acquired Business
(or part thereof) in its current financial year and in the
year ending 31 December 2000.

The Acquisition Agreement contains restrictions on the sale
of Ordinary Shares issued to the Vendor as disclosed below
in the paragraph entitled 'Share Undertakings'.

The Vendor will be appointed as a director of ITE following
Admission.

The Hive Down Agreement

Under the terms of the Hive Down Agreement to be entered
into before Completion between CNR and IFAS, CNR will
conditionally agree to sell the Acquired Business (being the
exhibition organising business of CNR) to IFAS, a dormant
company currently owned by Ceyda Erem.  The sale will be
conditional, inter alia, on the satisfaction (or waiver by
ITE) of the following conditions: (a) the transfer to IFAS
of certain trade and service marks (b) the sale and delivery
to IFAS of vehicles, machinery, computer equipment and other
equipment (c) notification to parties with whom CNR has
agreements of the assignment of those agreements to IFAS (d)
notification to employees of the Acquired Business of the
transfer of their employment contracts to IFAS and (e) the
transfer of certain governmental authorisations, permits and
licences to IFAS.  All of the conditions must be met (or
waived by IFAS) in order for the Acquisition to proceed and
Completion to occur.

The Hive Down Agreement will contain an undertaking by the
Vendor that for so long as she is a shareholder in IFAS and
for a period of two years thereafter she will not compete
with the business of IFAS in Turkey nor will she solicit
business from existing or potential customers of IFAS.  A
similar undertaking regarding non-solicitation of employees
from IFAS for the same period will also be given by the
Vendor.

The assets to be acquired include the profit after tax of
the Acquired Business from 1 January 1999 to the date of
Completion, which will be used as a deposit under the Lease
and Services Agreement, and the working capital of the
Acquired Business estimated at US$400,000.  The working
capital of the Acquired Business will be calculated after
Completion and a balancing payment made if the working
capital exceeds or falls below the sum of US$400,000.

Shareholders' Agreement

At Completion, the Vendor and ITE Worldwide will enter into
the Shareholders' Agreement.  This will govern the
management, operation and shareholding structure of IFAS.

Lease and Services Agreement

On Completion, IFAS will enter into an agreement to rent
exhibition hall space from CNR for such period as the
exhibition hall space is leased to CNR by its landlord.  The
Lease and Services Agreement may be terminated by IFAS
giving 12 months' notice to CNR.

IFAS will pay CNR US$100,000 per hall per week in the year
2000 and thereafter at a rate increased by increments of 5
per cent. per annum.

Under the Lease and Services Agreement, CNR shall through a
subsidiary company provide IFAS with stand construction
services and certain other services at prices to be agreed.

Share undertakings

The Vendor has undertaken not to dispose of any of the
Consideration Shares for a period of at least one year from
Completion.  After the first anniversary of Completion, the
Vendor has undertaken not to dispose of any of the
Consideration Shares issued as part of the initial tranche
of consideration without the prior consent of the Chairman
of ITE which is not to be unreasonably withheld.  In respect
of any shares issued in satisfaction of any further
consideration which may become payable, the Vendor has
undertaken not to dispose of any such shares for a period of
one year following such payment and thereafter only after
obtaining written permission from the Chairman of ITE, which
is not to be unreasonably withheld.  These undertakings are
subject to certain exceptions, including in the event that a
general offer for ITE by a third party is received by ITE.

Proposed Director

Ceyda Erem (aged 47) is the founder, owner and Chairwoman of
CNR.  Having graduated from Bursa Uludag University in 1976,
she worked in the advertising industry until founding the
business of CNR in 1985.  Since that time, Ceyda has been
involved on a full-time basis in the running of CNR, being
primarily responsible for its successful development to
date.

Current trading and prospects

Although there remains a level of uncertainty over the
health of the Russian economy, the Directors have to date
been encouraged by the relatively robust performance of the
exhibitions ITE has held there and in the CIS in 1999.
Despite reducing the number of exhibitions it organised in
the year ended 30 September 1999, ITE took the opportunity
to consolidate its position in these core markets.
Furthermore, the Group's strategy of growth into other
territories, and in particular into Central and Eastern
Europe, continues to be pursued, and the Directors expect
that ITE's investments in these markets will contribute
significantly to its results for the year ending 30
September 2000.  The Company's reliance on its traditional
markets of Russia and the CIS was reduced in the last
financial year and will be further reduced this year, and
the Directors and the Proposed Director will continue to
promote this trend actively in the medium term.

Although the operations of the Acquired Business have been
affected by the earthquakes in Turkey this year, the
Directors and the Proposed Director believe that Turkey's
economic climate has returned to normal.

In view of the above, the Directors and the Proposed
Director are optimistic about the prospects of the Group
following the Acquisition in the current year.

Circular

It is expected that a circular to Shareholders setting out
further details of the Acquisition and giving notice of the
EGM will be posted to ITE shareholders shortly.

Definitions

In this announcement the following words and expressions
shall, except where the context requires otherwise, have the
following meanings:

'Acquired Business'            the exhibition-organising
                               business owned by CNR, which
                               will, prior to Completion, be
                               transferred to, and comprise the
                               entire business of, IFAS
                               
'Acquisition'                  the proposed acquisition of 50
                               per cent. of the issued share
                               capital of IFAS
                               
'Acquisition Agreement'        the conditional agreement dated 1
                               December 1999 between ITE
                               Worldwide, CNR and Ceyda Erem
                               relating to the acquisition of 50
                               per cent. of the issued share
                               capital of IFAS by ITE Worldwide
                               
'Admission'                    admission of the Consideration
                               Shares to the Official List
                               becoming effective in accordance
                               with the Listing Rules
                               
'CNR'                          CNR Uluslarasi Fuarcilik ve
                               Ticaret A.S.
                               
'Company' or 'ITE'             ITE Group Plc
                               
'Completion'                   completion of the Acquisition
                               
'Consideration Shares'         the 18,000,000 Ordinary Shares to
                               be issued to the Vendor pursuant
                               to the Acquisition Agreement
                               
'EGM'                          the extraordinary general meeting
                               of the Company to be convened for
                               later this month
                               
'Group'                        ITE and its subsidiaries
                               
'Hive Down Agreement'          the agreement to be entered into
                               between CNR and IFAS pursuant to
                               which the Acquired Business is to
                               be transferred to IFAS
                               
'ITE Worldwide'                International Trade and
                               Exhibitions (ITE) Worldwide B.V.
                               
'IFAS'                         Istanbul Fuarcilik A.S.
                               
'Lease and Services            the hall lease and services
Agreement'                     agreement dated 1 December
                               between CNR and IFAS
                               
'London Stock Exchange'        London Stock Exchange Limited
                               
'Listing  Rules'               The Listing Rules of the London
                               Stock Exchange
                               
'Official List'                the Official List of the London
                               Stock Exchange
                               
'Ordinary Shares'              the ordinary shares of 1p each in
                               the share capital of the Company
                               
'Shareholders'                 holders of Ordinary Shares
                               
'Shareholders' Agreement'      the agreement between Ceyda Erem,
                               CNR and ITE Worldwide to be
                               entered into at Completion
                               determining (inter alia) the
                               rights of the shareholders of
                               IFAS following Completion and the
                               procedures for the management and
                               governance of that company
                               thereafter
                               
'Subsidiary'                   shall have the same meaning as in
                               Section 736 of the Act
                               
'Vendor' or 'Proposed          Ceyda Erem
Director'

Unless otherwise specified, all currency equivalents shown
in this document are based on an exchange rate of US$1.60 :
£1.