Acquisition

Millfield Group PLC
05 February 2003

Date:               5 February 2003

On behalf of:       Millfield Group plc ("Millfield")

Embargoed:          0700 hrs


Millfield Acquires Accountancy and IFA Group Taking Number of Advisers to 500



Millfield Group plc, the independent financial advisory organisation, today
announced that it had entered into an agreement to acquire Chartered
Accountants, RST Group Limited ("RST").  RST has been a participant in the
consolidation of the small accounting firm market.  Today it is a group
operating from 13 offices in the north of England and in Scotland with 110 staff
including 34 accounting professionals and eight IFAs.  It includes RST Financial
Consultancy Limited, a firm of independent financial advisers, formed from the
purchase of the business and assets of Financial Consultancy Centre Limited.



RST's growth from a firm of Chartered Accountants in Richmond in Yorkshire has
been driven through seven acquisitions over the last four years.  It is expected
to grow further through acquisition, broadening its geographic spread.  It
currently has some 2,500 clients, generally owner managed businesses with
turnover of up to £15 million.  These clients are the core target market for
Millfield's advisory services for corporate clients and their staff and RST
shares Millfield's approach of providing high quality advisory services to its
clients.



In the 8 months to 31 December 2002, RST (including the IFA business) recorded
unaudited turnover of £1.9m (fifteen and a half months period ended 30 April
2002, audited: £3.2m) and unaudited profits before tax and goodwill amortisation
of £322,000 (fifteen and a half months period ended 30 April 2002, audited:
£523,000).  At 31 December 2002, RST had unaudited proforma net assets of £2.0m,
including purchased goodwill of £2.9m, after adjusting for cash subscribed for
new shares as part of this acquisition.



In June 2002, Millfield stated its plans to participate in the consolidation of
the financial advisory services market through an innovative stepped acquisition
programme that would enable it to pay for proven value.  In line with this
strategy, it announced eight deals in the final quarter of 2002 and this
transaction follows the same structure.



Millfield has acquired 20% of RST for £630,000 cash, which is being subscribed
for new shares in RST, plus deferred consideration of £210,000 which is
contingent on RST achieving turnover and profit targets.  The deferred
consideration is being satisfied by issue to the vendors of 222,528 new ordinary
shares in Millfield.  Further tranches of 5.1%, 25% and 49.9% will be acquired
in June 2004, June 2005 and June 2006 respectively in exchange for Millfield
shares or (at Millfield's option) for loan notes, the number of shares or amount
of loan notes being uncapped and based on a multiple of post tax profits
achieved.  The multiple to be applied for the final tranche will be based on the
levels of turnover and pre tax profits.



The shares in Millfield issued as part of the initial deferred consideration are
subject to a lock in so that they cannot be sold for two years and shares issued
in the subsequent tranches are subject to earn out calculations based on levels
of post-tax profits in the two years following the strike date.



The acquisition brings a number of benefits to Millfield including:



•                 Addition of an existing, fast growing profitable business;

•                 Addition of a quality client portfolio requiring ongoing
                  relationship based services;

•                 An increase in the areas of expertise Millfield can bring to
                  provide services to clients;

•                 Exploitation of the synergies between the accountancy and
                  IFA businesses;

•                 Opportunity to participate in the consolidation of the
                  Accountancy market;

•                 Further strengthening of the management team.



Commenting on the acquisition, Paul Tebbutt, Chief Executive of Millfield, said:



"RST has a business which is highly complementary to Millfield's IFA business.
Bringing the two organisations together will provide many opportunities and will
enable us to provide the best service available to our clients.  RST is a
successful firm, the majority of its revenues are recurring and it will be
earnings enhancing for Millfield shareholders with immediate effect."



Chris Bailey, Joint Managing Director of RST, added:



"Bringing the Financial Consultancy business of RST into the Millfield Associate
Partnership will underpin the quality of this operation and we look forward to
the opportunity of growing the company further with Millfield".



Enquiries to:



Paul Tebbutt, Chief Executive                  Tel: [phone]
Millfield Group plc                            Mob. [phone]
Harry Roome, Finance Director                  Tel. [phone]
                                               Mob. [phone]

Emma Kane, Chief Executive                     Tel: [phone]
Redleaf Communications Ltd                     Mob. [phone]


Chris Bailey                                   Tel. [phone]
Joint Managing Director, RST                   Mob. [phone]




Notes to Editors:



About RST



•                 RST was founded in 1998 by Tony Fava and Chris Bailey.



•                 Financial Consultancy Centre Limited (the predecessor
                  business to RST Financial Consultancy Limited) was formed in 
                  1997 by James Ormston and has been working in close 
                  association with RST since 1999.



•                 RST has 13 offices in Bedale, Blackburn, Carlisle, Castle
                  Douglas, Dumfries, Middlesbrough, Newton Stewart, 
                  Northallerton, Penrith, Richmond, Sheffield, Thornton 
                  Cleveleys and Workington.



•                 It has its head office and administration centre in Aske,
                  Richmond, Yorkshire.





About Millfield



•                 Millfield Group plc was floated on the Alternative
                  Investment Market of the London Stock Exchange in March 2001.



•                 Millfield is a national independent financial advisory
                  company in the UK, offering truly independent advice, 
                  primarily in the pensions, life insurance, investment and 
                  mortgage sectors, as well as long-term care
                  provision, personal wealth management and the corporate 
                  financial planning arena.  Millfield also has specialist 
                  divisions dealing with offshore investment, insurance and 
                  employee benefits.



•                 Following the acquisition of these firms, Millfield will
                  retain the services of approximately 500 advisers and 
                  professional employees operating primarily across England, 
                  Scotland and Northern Ireland.



•                 In June 2002, the Group issued shares to raise £17.2m before
                  expenses of £1.2m to support its financial services 
                  acquisition programme and for working capital primarily for 
                  investment in other acquisitions.



•                 Further information is available on the Millfield website:
                  www.millfield-partnership.co.uk






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