Acquisition

MITIE Group PLC
25 April 2002



MITIE Group PLC ('MITIE')

Proposed acquisition of shares in MITIE Managed Services Limited ('MITIE
Managed Services')

The board of directors of MITIE announces that it has conditionally agreed to
acquire 871,236 ordinary shares of 1 pence each and 871,236 deferred shares of
£1 each in the capital of MITIE Managed Services, being the entire issued
share capital of MITIE Managed Services not already owned by MITIE.  After the
acquisition MITIE will own 100% of MITIE Managed Services.

The principal activity of MITIE Managed Services is the management and
provision of business support services across the UK.

Because a number of the directors of MITIE and of MITIE Managed Services are
also shareholders of MITIE Managed Services, the board has decided to seek the
consent of the shareholders of MITIE to the acquisition.  An extraordinary
general meeting of MITIE has been called for 14 May 2002 for this purpose.

Consideration

The total consideration for this acquisition is £13,408,322.04, to be
satisfied as to £902,327.04 in cash and as to the remaining £12,505,995 by the
issue of 8,869,500 ordinary shares of 21/2 pence each in MITIE ('the New MITIE
Shares'), valued at £1.41 per share.

The post tax profits of MITIE Managed Services for the year ended 31 March
2002 are £3,518,128.  Its net asset value as at 31 March 2002 was £9,156,482.

Benefits

The recent acceleration of both public and private sector outsourcing and the
increasing number and range of services sought by MITIE's customers under
longer term contracts has led to a reassessment of ways of delivering those
services.  As a result of this and the requirement of large corporate
customers for a single point of service delivery, MITIE has plans for MITIE
Managed Services to take part in long term partnerships and to reorganise its
activities and the management team.  To facilitate these plans MITIE believes
that it is appropriate to acquire the minority interest in MITIE Managed
Services at this time.

MITIE has therefore agreed to acquire the 45.51% of the share capital of MITIE
Managed Services currently not owned by it for a total consideration of
£13,408,322.  The consideration is calculated on a multiple of 10 times the
average annual post tax profits of MITIE Managed Services based on its audited
accounts for the periods ended 10 March 2001 and 31 March 2002, which values
the whole of MITIE Managed Services, with appropriate roundings, at
£29,460,615.

The transaction is expected to be earnings enhancing for MITIE.

Subject to approval of the shareholders of MITIE being obtained, application
will be made to the UK Listing Authority and the London Stock Exchange for the
New MITIE Shares to be admitted to the Official List and the London Stock
Exchange's market for listed securities and it is expected that such admission
will become effective and that dealings will commence in the New MITIE Shares
on 21 May 2002. Upon admission the New MITIE Shares will rank pari passu with
all existing MITIE shares, save that they will not be entitled to participate
in the distribution of profits relating to the year ended 31 March 2002.

For further information please contact:

Ian Stewart, Chief Executive                            
MITIE Group PLC

Tel: [phone]
Mobile: [phone]


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