Acquisition

MITIE Group PLC
24 August 2006


24 August 2006

                           MITIE GROUP PLC ('MITIE')

                Purchase of shares in MITIE subsidiary companies

MITIE announces that it has today agreed to purchase certain minority
shareholdings of four MITIE subsidiary companies in accordance with their
Shareholders' Agreements.

MITIE's Chief Executive, Ian Stewart, commented 'The MITIE model continues to
attract entrepreneurial managers and offer them opportunities. It remains a key
part of our growth strategy.'

The shareholdings to be purchased in the four companies are detailed below. Such
shares are primarily held by the employees and senior management of the relevant
subsidiary company.

MITIE Air Conditioning (London) Ltd ('AC London') - 24.4% of the issued share
capital, comprising 19,500 B ordinary shares of £1 each, for a total maximum
consideration of £404,235. Such consideration will be satisfied as to £20,806.54
in cash and as to the remaining £343,004.96 by the issue of 179,349 new MITIE
shares. The balance of £40,423.50 of the consideration is deferred and will be
paid in new MITIE shares by 30 September 2007 subject to the attainment of
certain profit targets by AC London for the year ending 31 March 2007. AC London
undertakes the installation and maintenance of air conditioning systems for
clients in London and the South East. The turnover, pre-tax profits and gross
assets of AC London for the year ended 31 March 2006 were £7,993,000, £412,000
and £2,051,000 respectively. 8.2% of the issued share capital of AC London will
still be held by minority shareholders following the purchase.

MITIE Engineering Maintenance (South West) Ltd ('MEM South West') - 45.4% of the
issued share capital, comprising 181,660 B ordinary shares of £1 each, for a
total maximum consideration of £2,179,920.00. Such consideration will be
satisfied as to £158,526.56 in cash and as to the remaining £1,803,401.44 by the
issue of 942,955 new MITIE shares. The balance of £217,992 of the consideration
is deferred and will be paid in new MITIE shares by 30 September 2007 subject to
the attainment of certain profit targets by MEM South West for the year ending
31 March 2007. MEM South West undertakes the maintenance of mechanical and
electrical systems in commercial and industrial buildings in the West of
England, and Wales. The turnover, pre-tax profits and gross assets of MEM South
West for the year ended 31 March 2006 were £10,299,000, £1,038,000 and
£5,364,000 respectively.

MITIE Engineering Services (Retail) Ltd ('MES Retail') - 3.75% of the issued
ordinary share capital, comprising 3,750 B ordinary shares of £1 each, for a
total consideration of £196,912.50. Such consideration will be satisfied as to
£1.50 in cash and by the issue of 102,960 new MITIE shares at completion. MES
Retail operates nationally providing mechanical and electrical engineering
services to large blue chip clients in the retail sector. The turnover, pre-tax
profits and gross assets of MES Retail for the year ended 31 March 2006 were
£25,405,000, £1,436,000 and £8,454,000 respectively.

MITIE Air Conditioning (Wales) Ltd ('AC Wales') - 10% of the issued share
capital, comprising 3,000 B ordinary shares of £1 each, for a consideration of
£147,330. Such consideration will be satisfied as to £8,801.89 in cash and by
the issue of 72,433 new MITIE shares. AC Wales undertakes the installation and
maintenance of air conditioning systems for clients in Wales. The turnover,
pre-tax profits and gross assets of AC Wales for the year ended 31 March 2006
were £1,464,000, £119,000 and £695,000 respectively.

The total maximum consideration for all four purchases amounts to £2,928,397.50,
being satisfied as to £188,136.49 in cash and as to the remaining £2,481,845.51
by the issue of 1,297,697 new ordinary shares of 2.5p each in MITIE ('the New
MITIE Shares'), valued at 191.25p per share (being the closing market price per
MITIE share on 10 August 2006, determined as per each company's Shareholders'
Agreement). The issue of new MITIE shares is expected to take place by 30
September 2006. The balance of £258,415.50 of the consideration is deferred and
will be paid in new MITIE shares by 30 September 2007 subject to the attainment
of specified profit targets by the relevant companies in the year to 31 March
2007.

As a result of these acquisitions, MITIE will own 100% of the issued share
capital of MEM South West, AC Wales, and MES Retail, and 91.8% of AC London.

Application will be made shortly to the UK Listing Authority and the London
Stock Exchange (the 'LSE') for the New MITIE Shares to be admitted to the
Official List and to trading on the LSE. The New MITIE Shares will rank pari
passu with the existing ordinary MITIE shares, save that they will not be
entitled to participate in dividends declared in relation to the year ended 31
March 2006 and that they cannot be transferred for a period of 2 years, that is,
until 24 August 2008. It is expected that admission of the New MITIE Shares to
the Official List will become effective on 31 August 2006.

Deferred Consideration

Pursuant to the announcement made on 24 August 2005 and the attainment of
certain profit targets by certain subsidiary companies, MITIE will pay a
deferred amount of consideration totalling £821,451.04 in respect of the
purchase last year of the minority shareholdings in MITIE Business Services
Limited, MITIE Engineering Services (Swansea) Limited and MITIE Security (North)
Limited. Such consideration will be satisfied as to £64.80 in cash and by the
issue of 429,483 new MITIE shares.

Following payment of the deferred consideration, Ruby McGregor-Smith, a director
of MITIE, will acquire 4,642 new MITIE shares, representing 0.0015% of the
issued share capital of MITIE. Mrs McGregor-Smith will therefore have a total
holding of 62,136 ordinary shares of 2.5p each in MITIE, representing 0.02% of
the issued share capital of MITIE. This notification relates to a transaction
notified in accordance with Disclosure Rule 3.1.4R and a disclosure made in
accordance with section 324 (as extended by section 328) of the Companies Act
1985.

Application will be made shortly to the UK Listing Authority and the LSE for
these new MITIE Shares to be admitted to the Official List and to trading on the
LSE. These new MITIE Shares will rank pari passu with the existing ordinary
shares, save that they cannot be transferred for a period of 1 year from 24
August 2006. It is expected that admission of these new MITIE Shares to the
Official List will become effective on 31 August 2006.


Notes to editors

For further information, please contact:

Emma Woollaston, Investor Relations Manager
T: 020 7022 8476 M: 07920 765125

MITIE is a provider of building and infrastructure services. Its extensive range
includes catering, cleaning, grounds maintenance, pest control, post room
reception, reprographics and security. MITIE also provides mechanical and
electrical installation, as well as general fabric maintenance.

MITIE aspires to be the first choice provider for its broad client base, and can
deliver single services, bundled services or the complete facilities management
package, all of which are individually tailored to the requirements of the
client.

MITIE, which is an acronym for Management Incentive Through Investment Equity,
employs a unique equity model, which delivers services with the personal
commitment of a small business, and the professionalism and quality expected
from a large national organisation which employs some 39,000 members of staff.

For further information, please visit our website www.mitie.co.uk




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