Placing

Spice PLC
16 February 2007






SPICE PLC


Placing


16 February 2007


Spice is pleased to announce a conditional placing by KBC Peel Hunt of 4,000,000
new Ordinary Shares at a price of 500  pence per new Ordinary Share with
institutional and other investors to raise approximately £20 million
(approximately  £19.47 million after expenses). The Placing has been
underwritten by KBC Peel Hunt.


Key points

•  Conditional placing to raise £20 million at a price of 500 pence per share, 
   £19.47 million net of expenses;

•  Placing expected to help improve market liquidity in the Company's shares;

•  Placing expected to have neutral effect on earnings per share (before 
   amortisation of intangible fixed assets) in  current and next financial 
   years;

•  Net Placing proceeds will be used to reduce current levels of bank debt;

•  Enhanced bank facility headroom is expected to be used to fund other 
   earnings enhancing acquisition opportunities as  they arise; and

•  Admission to trading on AIM of the Placing Shares is expected to take place 
   on 14 March 2007.


Simon Rigby, Chief Executive Officer, commented:

        "We are pleased with the performance of Spice since our interim results 
        were released. Each of our markets continues  to grow and we consider 
        that each of our businesses is well positioned within those markets. We
        are committed to  increasing shareholder value and are pleased that 
        thanks to our strong trading, and particularly cross selling, and as 
        a result of our reduced marginal cost of debt, the Placing is expected 
        to have a neutral effect on earnings per share (pre-amortisation of 
        intangible fixed assets) in 2007 and 2008. We look forward to reporting
        our full year results in  due course.

        We are committed to improving the liquidity of Spice shares for the 
        benefit of all shareholders and consider that the  Placing will help 
        to improve the market liquidity in the Company's shares."


For further information, please contact:

Spice plc                                               Tel:   [phone]
Simon Rigby, Chief Executive Officer
Oliver Lightowlers, Group Finance Director
Carl Chambers, Corporate Development Director


KBC Peel Hunt                                           Tel:   [phone]
Julian Blunt
Nicholas Marren


Financial Dynamics                                      Tel:   [phone]
Billy Clegg
Caroline Stewart
Jonathan Brill



NOTES TO EDITORS

Spice plc

Spice is a support services business operating in the Commercial Services,
Public Services and Utility Services sectors. The Group's operations were
founded in 1996 and have their origins in the electricity industry, though the
range of activities has since been expanded into the water sector, niche
telecommunications services, the public sector, energy management and commercial
facilities management. Spice's businesses have a common theme of delivering and
co-ordinating infrastructure services to customers, and the technological
element within the product mix has been built up significantly over the course
of the last three years.


FORWARD LOOKING STATEMENTS

This announcement contains forward-looking statements, including, without
limitation, statements containing the words "believes", "anticipates",
"expects", and similar expressions. Such forward-looking statements involve
unknown risks, uncertainties and other factors which may cause the actual
results, financial condition, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, prospective investors are cautioned not
to place any undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such forward-looking statements in this
announcement to reflect future events or developments.




SPICE PLC

Placing

16 February 2007


1.      Introduction


The Company has today announced a conditional Placing of 4,000,000 new Ordinary
Shares at 500p per Ordinary Share, to raise approximately £20 million before
expenses. The issue of the Placing Shares will represent an increase of 8.10 per
cent. in the issued ordinary share capital of the Company.


The Placing is conditional on, inter alia, the approval of Shareholders who will
today be sent a circular setting out details of the Placing and notice of an
Extraordinary General Meeting, which has been convened for 10.00 a.m. on Tuesday
13 March 2007.


2.       Current trading and prospects


We remain pleased with the overall performance of Spice since the half year end.
Trading continues to be in line with our expectations with good underlying
visibility of earnings and we remain confident of continued growth over the
remainder of this financial year.


We continue to be focused on converting cross selling opportunities into
earnings and have achieved a number of further successes since October 2006 in
particular from Inenco, within our Commercial Services Division.


We expect to extend our regional geographic footprint within Public Services by
acquisition and also to grow our presence within gas meter operations and the
commercial gas maintenance sector.


Our Utility Services division continues to perform strongly. The recent contract
wins and renewals with EDF Energy Networks have set a strong platform for future
growth and visibility of earnings within our Electricity business. Within our
Water business, economic and environmental drivers continue to prevail and we
have commenced meter installation pilots with Thames Water and Scottish Water.
We have also recently been awarded a new two year meter installation contract
for Anglian Water as part of their 'Enhanced Extended Metering Project'.


Each of our markets continues to grow and we consider that each of our
businesses is well positioned within those markets. We continue to look to the
future with confidence.


3.       Background to and reasons for the Placing


The Directors believe that the Placing should improve the market liquidity in
the Company's shares and further believe that this will be of benefit to
Shareholders taken as a whole. Moreover, having regard to the continued progress
in the current trading and prospects of the Company as referred to above, and in
particular the benefits of cross-selling, which are beginning to have a tangible
impact on earnings coupled with the Placing's impact on the Company's marginal
cost of debt, the Directors believe that, notwithstanding the additional shares
which will be in issue following Admission, the Placing will have a neutral
effect on earnings per share (pre-amortisation of intangible fixed assets) in
the years to 30 April 2007 and 30 April 2008.


Over the course of the past 17 months, the Group has principally used bank debt
to fund the various acquisitions that have been completed. The margin payable on
the Group's bank debt is determined by the ratio of debt to EBITDA, using a
ratchet formula. Whilst the Group currently still has around £20 million of
unutilised committed bank facilities, as bank debt has increased in the past 17
months, so has the margin payable on that debt.


The Group intends to use the net placing proceeds to reduce its bank debt. In so
doing the Group will pay a lower margin on its remaining bank debt. The
resulting enhanced bank facility headroom is expected to be utilised to fund
other acquisition opportunities as they arise.


Details of the Placing


The Company is proposing to raise approximately £20 million (£19.47 million, net
of expenses) by the issue of 4,000,000 new Ordinary Shares at 500p per share.
Pursuant to the terms of the Placing Agreement, KBC Peel Hunt has agreed to
procure subscribers for the Placing Shares at the Placing Price or to subscribe
itself for any Placing Shares for which a subscriber is not found.


The Placing Price represents a discount of approximately 1.96 per cent. to the
closing mid-market price of 510p per Ordinary Share on 15 February 2007, being
the last dealing day prior to the publication of the circular sent to
Shareholders and release of this announcement. The Placing Shares will represent
approximately 7.48 per cent. of the enlarged issued ordinary share capital of
the Company immediately following Admission.


The issue of the Placing Shares is conditional, inter alia, upon the passing of
the Resolution set out in the Notice of Extraordinary General Meeting and
Admission. Application will be made to London Stock Exchange for the Placing
Shares to be admitted to trading on AIM and it is anticipated that dealings in
the Placing Shares will commence on 14 March 2007. The Placing is conditional,
inter alia, upon Admission becoming effective and the Placing Agreement becoming
unconditional in all respects by no later than 08:00am on 14 March 2007 or such
later date (being not later than 03:00pm on 31 March 2007) as the Company and
KBC Peel Hunt may agree. The Placing Shares will be issued credited as fully
paid and will rank pari passu in all respects with the Existing Ordinary Shares
in the Company, including the right to receive all dividends and other
distributions declared or paid thereon following Admission.




                                  Appendix 1

IMPORTANT INFORMATION FOR PLACEES IN THE UNITED KINGDOM ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT  HEREIN ARE DIRECTED ONLY AT
PERSONS SELECTED BY KBC PEEL HUNT LTD ('KBC PEEL HUNT') WHO HAVE PROFESSIONAL
EXPERIENCE IN  MATTERS RELATING TO INVESTMENTS AND ARE 'INVESTMENT
PROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL  SERVICES
AND MARKETS 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(a)  TO (d) ('HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.') OF THE ORDER, OR ARE OTHERWISE PERSONS TO
WHOM  IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND  THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY  INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO  RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

KBC Peel Hunt Ltd is authorized and regulated in the United Kingdom by the
Financial Services Authority and is advising  Spice Plc and no-one else in
connection with the Placing and will not be responsible to any persons other
than Spice  Plc for providing the protections afforded to their clients or for
advising any other persons in relation to the  Placing.

This announcement and the information contained herein are not for publication
or distribution, directly or indirectly,  in or into the United States,
Australia, Canada or Japan or any jurisdiction in which such publication or
distribution  is unlawful (the "Excluded Territories" and any one of them an
"Excluded Territory").

This announcement (including the terms and conditions set out herein) does not
constitute an offer of securities for  sale in the United States or any of the
other Excluded Territories and none of the Placing Shares have been or will be 
registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities  laws of any state of the United
States or qualified for distribution under any of the relevant securities laws
of  Canada or Japan nor has any prospectus in relation to the Placing Shares
been lodged with or registered by the  Australian Securities and Investments
Commission. The Placing Shares may not be offered, sold, resold or delivered, 
directly or indirectly, in or into the United States or any other Excluded
Territories absent an applicable exemption,  or to, or for the account or
benefit of, US persons (as such term is defined in Regulation S under the
Securities Act)  or to any national, resident or citizen of any other Excluded
Territory.

The Placing Shares have not been approved or disapproved by the United States
Securities and Exchange Commission, any  state securities commission in the
United States or any other United States regulatory authority, nor have any of
the  foregoing authorities passed upon or endorsed the merits of the offer of
the Placing Shares or the accuracy or adequacy  of the Company's circular dated
16 February 2007 or this announcement. Any representation to the contrary is a
criminal  offence in the United States.

Unless otherwise defined in this Appendix 1, terms used in this Appendix shall
have the same meanings as those set out  in Appendix 2.


Terms and Conditions of the Placing

If a Relevant Person chooses to participate in the Placing by making or
accepting an offer to acquire Placing Shares  (each such Relevant Person being
hereinafter referred to as a 'Placee' and together as the 'Placees') it will be
deemed  to have read and understood the announcement and its Appendices in their
entirety and to be making or accepting such  offer on the terms and conditions
and to be providing the representations, warranties, confirmations and 
acknowledgements, contained in this Appendix.

This announcement and this Appendix do not constitute an offer to sell or issue
or a solicitation of an offer to buy or  subscribe for Placing Shares in any
jurisdiction, including, without limitation, the United Kingdom, the United
States  or any of the other Excluded Territories. Any purchase of or application
for shares under or in connection with the  Placing should only be made on the
basis of information contained in this announcement.

The distribution of this announcement and the Placing and issue of the Placing
Shares in certain jurisdictions may be  restricted by law. Persons to whose
attention this announcement has been drawn are required by the Company and KBC
Peel  Hunt to inform themselves about and to observe any such restrictions. Any
failure to comply with these restrictions may  constitute a violation of the
securities laws of any such jurisdiction.


Details of the Placing Agreement and the Placing

To the best of the knowledge of the Directors, who have taken all reasonable
care to ensure that such is the case, the information contained in this
announcement in respect of the Company is in accordance with the facts and makes
no omission likely to affect the import of such information. The Directors of
the Company, whose names, functions and business addresses are set out in the
circular sent to shareholders, accept responsibility for the information
contained in this announcement, including individual and collective
responsibility for compliance with the AIM Rules.

The Company has entered into a Placing Agreement with KBC Peel Hunt under which
KBC Peel Hunt will, as agent of the  Company, procure Placees to subscribe (or
failing which itself subscribe) on the terms and subject to the conditions  set
out therein for the Placing Shares.

The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares  of the Company, and will be issued
subject to the memorandum and articles of association of the Company.


Application for Listing and Admission to Trading

Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is  expected that Admission will take place
at 8.00 a.m. on 14 March 2007.


Terms of the Placing

This Appendix gives details of the terms and conditions of, and the mechanics 
of participation in, the Placing.

1.    KBC Peel Hunt will arrange the Placing as agent for and on behalf of the 
      Company. Participation  will only be available to persons invited to 
      participate by KBC Peel Hunt. KBC Peel Hunt will determine in its absolute
      discretion the extent of each Placee's participation in the Placing, which 
      will not necessarily be the same for each  Placee.

2.    The price payable per Placing Share shall be the Placing Price.

3.    A Placee's commitment to subscribe for a fixed number of Placing Shares 
      will be agreed with and confirmed to it orally by KBC Peel Hunt (the 
      'Placing Commitment') and a written confirmation (a 'Confirmed Commitment 
      Letter') will be dispatched as soon as possible thereafter. The Placing 
      Commitment and the Confirmed Commitment Letter will set out the number of 
      Placing Shares which are being placed with each Placee. The oral 
      confirmation to the Placee  by KBC Peel Hunt (the 'Oral Confirmation'), 
      constitutes an irrevocable, legally binding contractual commitment on the 
      part of the Placee to KBC Peel Hunt (as agent for the Company) to 
      subscribe for the fixed number of Placing Shares  allocated to such 
      Placee on the terms and conditions set out in this Appendix and subject to 
      the memorandum and articles of association of the Company. No commissions 
      will be payable to Placees in respect of their Placing Commitments. A form 
      of confirmation will be included with each Confirmed Commitment Letter and 
      this should be completed and returned to Jamie Reynolds at KBC Peel Hunt 
      by fax on [phone] by 3.00 p.m. on 16 February 2007.

4.    The Placing Agreement contains customary warranties given by the Company 
      in favour of KBC Peel Hunt and certain warranties in favour of Placees as 
      to, amongst other matters:

   •  the accuracy of the information supplied to Placees in connection with
      the Placing;
   •  the sufficiency of the Company's working capital;
   •  the adequacy of the verification exercise undertaken in respect of the
      Placing; and
   •  the conduct of the Company's business since 30 April 2006.

If the conditions set out in the Placing Agreement are not satisfied in
accordance with their terms or waived, or if  KBC Peel Hunt exercises its right
to terminate the Placing Agreement in accordance with its terms (see further
below  under the heading 'Right to Terminate under the Placing Agreement'),
Placees will not be entitled to any commissions,  fees or expenses whatsoever.


Conditions of the Placing

The obligations of KBC Peel Hunt under the Placing Agreement are conditional, 
inter alia, on:

1.    the passing of the resolution at the EGM (or any adjournment thereof);

2.    the Placing Agreement not having been terminated in accordance with its 
      terms; and

3.    Admission becoming effective by no later than 8:00 a.m. on 14 March 2007 
      (or by such other date, being not later than 3:00 p.m. on 31 March 2007, 
      as the Company and KBC Peel Hunt may in their discretion  determine).

If (a) the conditions set out in the Placing Agreement are not satisfied or
waived by KBC Peel Hunt by 8:00 a.m. on 14  March 2007 (or by such other date,
being not later than 3:00 p.m. on 31 March 2007, as the Company and KBC Peel
Hunt  may in their discretion determine) or (b) the Placing Agreement is
terminated in the circumstances specified below, the  Placing will lapse and the
rights and obligations of the Placees hereunder shall cease and determine at
such time and  no claim can be made by any Placee in respect thereof. In such
event, all monies (if any) paid by the Placees to KBC  Peel Hunt at such time
shall be returned to the Placees at their sole risk without any obligation on
the part of the  Company or KBC Peel Hunt or any of their respective affiliates
to account to the Placees for any interest earned on  such funds.

By participating in the Placing, the Placee agrees that its Placing Commitment
shall be irrevocable and its obligations  in respect thereof will not be capable
of rescission or termination by the Placee in any circumstance and the Company's
and KBC Peel Hunt's rights and obligations (and therefore each Placee's Placing
Commitment) will terminate if the  conditions to the Placing Agreement are not
satisfied in accordance with their terms or waived or if the Placing  Agreement
is terminated.

The Placees acknowledge and agree that each of the Company and KBC Peel Hunt may
exercise its contractual rights to  waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement. Any such 
extension or waiver will not affect Placees' commitments. Neither KBC Peel Hunt
nor the Company shall have any  liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of the  exercise
of its contractual rights to waive or to extend the time and/or date for the
satisfaction of any condition in  the Placing Agreement or in respect of the
Placing generally.


Right to Terminate under the Placing Agreement

KBC Peel Hunt will be entitled in its absolute discretion by notice to the
Company prior to Admission to terminate its obligations under the Placing
Agreement if amongst other things there shall occur prior to Admission any
change in national or international financial, economic, political, military or
market conditions or other event which in the opinion of KBC Peel Hunt is likely
materially and adversely to affect the financial or trading position or
prospects of the Company or to have a materially prejudicial effect on the
Placing or make the success of the Placing doubtful or makes it impracticable or
inadvisable to proceed with the Placing, or if before Admission: (i) any
statement in the Company's circular to shareholders being posted today in
connection with the Placing or in this announcement shall in the opinion of KBC
Peel Hunt be discovered to be untrue, incorrect or misleading in any respect
which KBC Peel Hunt considers to be material in the context of the Placing, or
(ii) there shall occur in the opinion of KBC Peel Hunt a breach of any of the
warranties under the Placing Agreement or an event occurs on or after the date
of the Placing Agreement but before Admission which had it occurred before that
date would have rendered any of such warranties untrue or incorrect in any
respect and which in any case KBC Peel Hunt considers to be material in the
context of the Placing.

Each Placee agrees with KBC Peel Hunt that the exercise by KBC Peel Hunt of its
right of termination of the Placing  Agreement, or any other discretion under
such agreement, shall be within the absolute discretion of KBC Peel Hunt and 
that KBC Peel Hunt shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not  to exercise any such right or
discretion.

Commitments from Placees will be made solely on the basis of the information
contained in this announcement and on a  Placee's own investigations (if any) in
connection with the Company. Each Placee, by accepting a participation in the 
Placing, agrees that the content of this announcement (including this Appendix)
is exclusively the responsibility of  the Company and confirms to KBC Peel Hunt
and the Company that it has not relied on any other information, 
representation, warranty or statement made by or on behalf of KBC Peel Hunt (in
each case, other than the amount of the  relevant Placing participation
communicated by KBC Peel Hunt in the Oral Confirmation) or the Company, and
neither KBC  Peel Hunt nor the Company will be liable for the decision of any
Placee to accept an invitation to participate in the  Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or  received (regardless of whether or not such information,
representation, warranty or statement was given or made by or  on behalf of any
such persons). Each Placee acknowledges to and agrees with KBC Peel Hunt, for
itself and as agent for  the Company, that except in relation to the information
in this announcement it has relied on its own investigation of  the business,
financial or other position of the Company in deciding to participate in the
Placing. Nothing in this  paragraph shall exclude the liability of any person
for fraudulent misrepresentation.


Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within CREST, subject to certain  exceptions. KBC Peel Hunt reserves the
right to require settlement for and delivery of such Placing Shares to the 
Placees in such other means that it deems necessary if delivery or settlement is
not possible within CREST within the  timetable set out in this announcement or
would not be consistent with the regulatory requirements in the jurisdictions 
of such Placees.

It is expected that settlement of the Placing will occur on 14 March 2007 (the
'Settlement Date'). On that date each  Placee must settle the full amount owed
by it in respect of the Placing Shares allocated to it. KBC Peel Hunt may 
(after having consulted the Company) specify a later settlement date at its
absolute discretion. Payment must be made  in cleared funds. The payment
instructions for settlement in CREST and settlement outside of CREST will be set
out in  the Confirmed Commitment Letter. The trade date in CREST of the Placing
Shares settled therein is expected to be 13  March 2007.

Interest will be charged daily, on the consideration due, in respect of payments
not received for value by the required  time referred to above for every day (or
part thereof) after the Settlement Date at a rate per annum equal to 2 
percentage points above the Barclays Bank plc base rate. If a Placee does not
comply with its obligations hereunder,  KBC Peel Hunt may sell the Placing
Shares allocated to such Placee (as agent for such Placee) and retain from the 
proceeds, for its own account, an amount equal to the aggregate value, at the
Placing Price, of the number of Placing  Shares in such Placee's Placing
Commitment plus any interest due. The relevant Placee will, however, remain
liable,  inter alia, for any shortfall below such amount and it may be required
to bear any stamp duty or stamp duty reserve tax  (together with any interest or
penalties) that may arise upon the sale of its Placing Shares on its behalf.

Time shall be of the essence as regards the obligations of Placees to settle
payment for the Placing Shares and to  comply with their other obligations under
this Appendix.

If Placing Shares are to be delivered to a custodian or settlement agent of a
Placee, the relevant Placee should ensure  that its Confirmed Commitment Letter
is copied and delivered immediately to the relevant person within that 
organisation.

Insofar as Placing Shares are registered in the name of a Placee or that of its
nominee or in the name of any person  for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax.


Representations and Warranties by Placees

By participating in the Placing, each Placee (and any persons acting on its 
behalf) confirms, represents, warrants, undertakes and acknowledges to KBC 
Peel Hunt and the Company that:

1.    it has read this announcement in its entirety and acknowledges that its 
      participation in the Placing  will be governed by the terms of this Appendix;

2.    it will subscribe for the Placing Shares allocated to it in the Placing 
      and pay for the same in accordance with the terms of this Appendix failing 
      which the relevant Placing Shares may be placed with other subscribers or 
      sold  as KBC Peel Hunt, in its absolute discretion, determines and without 
      liability  to such Placee;

3.    its obligations under the Placing are irrevocable and will not be capable 
      of rescission or termination by the Placee in any circumstance and the 
      Company's and KBC Peel Hunt's rights and obligations (and therefore each 
      Placee's Placing Commitment) will terminate if the Placing Agreement 
      fails to become unconditional or is terminated and that it understands 
      that the Placing Agreement will only be capable of termination in the 
      circumstances set out in the Placing Agreement and summarised in this 
      Appendix;

4.    it understands that the contents of this announcement are exclusively the 
      responsibility of the Company  and that neither KBC Peel Hunt nor any of 
      its affiliates nor any person acting on its or their behalf has or shall 
      have  any liability for any information, representation or statement 
      contained in this announcement or any information previously published in 
      respect of the Company and will not be liable for any Placee's decision 
      to participate in the  Placing based on any information, representation 
      or statement contained in this announcement;

5.    it is entitled to subscribe for and purchase Placing Shares under the 
      laws of all relevant jurisdictions which apply to it and that it has 
      fully observed and complied with such laws and obtained all such 
      governmental approvals and other guarantees and other consents which may 
      be required thereunder and complied with all  necessary formalities and 
      the Placee has not taken any action which will or may result in KBC Peel 
      Hunt or the Company or any of their respective directors, officers, 
      employees, agents or advisers acting in breach of any law or regulatory 
      requirement in any territory or jurisdiction in relation to its 
      participation;

6.    it has not relied on any representation or warranty in reaching its 
      decision to accept its Placing  Commitment, other than as included in 
      this announcement (including this Appendix), and that accordingly it 
      acknowledges that in subscribing for Placing Shares it will be relying 
      solely on the information contained in this announcement and on its own 
      investigations of the Company and that it is not entitled to rely on any 
      information (including, without limitation, any information contained in 
      any management presentation given in relation to the Placing) other than 
      that contained in this announcement and that neither of the Company nor 
      KBC Peel Hunt or their respective directors, officers, agents, employees, 
      advisers or any person acting on behalf of any of them or any persons 
      responsible for this announcement or any part thereof shall have any 
      responsibility or liability for any such other information, provided 
      that nothing in this paragraph excludes the liabilities of any person for 
      fraud;

7.    it has complied with its obligations in connection with money laundering 
      under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and 
      the Money Laundering Regulations 2003, as amended (the 'Regulations') and 
      the Financial Services Authority's Money Laundering Rules, to the extent 
      applicable to it and, where relevant, its client and, if it is making 
      payment on behalf of a third party, that satisfactory evidence has been 
      obtained and recorded by it to verify the identity of the third party as 
      required by the Regulations;

8.    it is a term of its participation that, to ensure compliance with the
      Regulations, KBC Peel Hunt may,  in its absolute discretion, require
      verification of a Placee's identity and any other person for whom it is
      subscribing  for Placing Shares. Pending the provision to KBC Peel Hunt of
      evidence of identity, definitive certificates in respect  of the Placing 
      Shares or, where appropriate, delivery of the Placing Shares to the Placee
      in uncertificated form, may  be retained or withheld at KBC Peel Hunt's 
      absolute discretion. If within a reasonable time after a request for  
      verification of identity KBC Peel Hunt has not received evidence 
      satisfactory to it, it may in its absolute discretion,  terminate such 
      Placee's participation in which event the monies payable on acceptance 
      of allotment will, if paid, be  returned without interest to the account 
      of the drawee bank or building society from which they were originally  
      debited. No Placing Shares will be placed with such Placee if before 
      Admission its acceptance of any Placing Shares is  rejected pursuant to 
      the Regulations;

9.    it is a person at or to whom any communication that is a "financial 
      promotion", as referred to in FSMA, may lawfully be issued, directed or 
      otherwise communicated without the need for such communication to be 
      approved, made or directed by an "authorised person" as referred to in 
      FSMA;

10.   it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of 
      the Order (as defined above) and undertakes that it will acquire, hold, 
      manage or dispose of any Placing Shares that are allocated to it for the 
      purposes of its business;

11.   it has complied and will comply with all applicable provisions of FSMA 
      with respect to anything done by it in relation to the Placing Shares in, 
      from or otherwise involving the United Kingdom and will not sell or offer 
      to sell the Placing Shares in a manner which will result in an offer to 
      the public for the purposes of Article 2.1(d) of the Prospectus Directive 
      (No. 2003/71/EC) or FSMA;

12.   it has only communicated or caused to be communicated and will only 
      communicate or cause to be communicated any invitation or inducement to 
      engage in investment activity (within the meaning of section 21 of FSMA) 
      relating to the Placing Shares in circumstances in which section 21(1) of 
      FSMA does not require approval of the communication by an authorised 
      person;

13.   it has all necessary capacity and authority, its obligations under the 
      Placing are valid, binding and enforceable and it has obtained all 
      necessary consents and authorities to enable it to commit to participation 
      in the Placing and to perform its obligations in relation thereto and 
      will honour its obligations (including, without limitation, in the case 
      of any person on whose behalf it is acting, all necessary consents and 
      authorities to agree to the terms set out or referred to in this 
      announcement);

14.   KBC Peel Hunt is not making any recommendation to it or advising it with 
      regard to the suitability of any transaction it may enter in connection 
      with the Placing (including the Placing) and the Placee further 
      acknowledges that participation in the Placing is on the basis that it 
      is not and will not be a client or customer of KBC Peel Hunt or any 
      affiliate thereof and that neither KBC Peel Hunt nor any of its affiliates
      has any duty or responsibility to it similar or comparable to the 'best 
      execution', 'suitability' or 'risk warnings' rules of the Financial 
      Services Authority or for providing the protections afforded to its 
      clients or customers or for providing advice in relation to the Placing 
      or in respect of any representations, warranties, undertakings or 
      indemnities contained in the Placing Agreement whether as to their scope, 
      adequacy or exercise by KBC Peel Hunt;

15.   the exercise by KBC Peel Hunt of any rights or discretions under the 
      Placing Agreement shall be within  the absolute discretion of KBC Peel 
      Hunt and KBC Peel Hunt need not have any reference to the Placee and shall
      have no  liability to the Placee whatsoever in connection with any 
      decision to exercise or not to exercise any such right and the Placee 
      agrees that it has no rights against KBC Peel Hunt, the Company or any of 
      their respective directors, officers, employees, agents and advisers 
      under the Placing Agreement pursuant to the Contracts (Rights of Third 
      Parties) Act 1999;

16.   (i) the person whom it specifies for registration as holder of the Placing
      Shares will be (a) the Placee  or (b) a nominee of the Placee, (ii) 
      neither KBC Peel Hunt nor the Company will be responsible for any 
      liability to  stamp duty or stamp duty reserve tax resulting from a 
      failure to observe this requirement and (iii) the Placee and any person 
      acting on its behalf agrees to subscribe on the basis that the Placing 
      Shares will be allotted to the CREST  stock account of KBC Peel Hunt who 
      will hold them as nominee on its behalf until settlement in accordance 
      with its  standing settlement instructions;

17.    any agreements entered into by it pursuant to these terms and conditions
       shall be governed by and  construed in accordance with the laws of 
       England and it submits (on behalf of itself and on behalf of any person 
       on  whose behalf it is acting) to the exclusive jurisdiction of the 
       English courts as regards any claim, dispute or matter  arising out of 
       any such contract;

18.    the Placing Shares have not been and will not be registered under the
       Securities Act or under the  applicable securities laws of any other 
       Excluded Territory and, subject to certain exceptions, may not be 
       offered, sold, resold or delivered, directly or indirectly, in or into 
       the United States or any other Excluded Territory or to,  or for the 
       account or benefit of, US persons (as such term is defined in Regulation 
       S under the Securities Act) or to  any national, resident or citizen of 
       any other Excluded Territory and (unless the Placee is taking up Placing 
       Shares  pursuant to such an exception) (i) the Placee is not within the 
       United States or any other Excluded Territory and it is  not a US Person 
       or a citizen of any other Excluded Territory, and it is not acting for
       any such national or resident  nor is it applying for the benefit of any 
       other overseas person, (ii) the Placee has not offered, sold or delivered 
       and  will not offer sell or deliver any of the Placing Shares to persons 
       within the United States, directly or indirectly,  or into any other 
       Excluded Territory, (iii) the Placee is not taking up the Placing Shares 
       for resale in or into the  United States or any other Excluded Territory, 
       and (iv) the Placee will not distribute any offering material, directly  
       or indirectly, in or into the United States or any other Excluded 
       Territory or to any persons resident in such  countries. Terms and 
       expressions used in this paragraph have the meanings given to them by
       Regulation S made under the  Securities Act;

19.    neither it nor its affiliates (as defined in Rule 501(b) of the US
       Securities Act) nor any person acting  on its or their behalf have 
       engaged in or will engage in any 'general solicitation or general 
       advertising' (within the meaning of Regulation D under the US 
       Securities Act) or 'directed selling efforts' (as defined in Regulation 
       S under  the US Securities Act) in connection with any offer or sale of 
       the Placing Shares;

20.    the issue to the Placee, or the person specified by such Placee for
       registration as holder of Placing  Shares, will not give rise to a 
       liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 
       (concerning  depositary receipts and clearance services) and in the 
       event of any breach of this warranty, the Placee agrees that  neither 
       the Company nor KBC Peel Hunt will have any liability to it or other 
       persons in respect of such tax. The agreement to settle each Placee's 
       subscription (and/or the subscription of a person for whom it is 
       contracting as  agent) free of stamp duty and stamp duty reserve tax 
       depends on the settlement relating only to a subscription by it and/or 
       such person direct from the Company for the Placing Shares in question.
       Such agreement assumes that the Placing  Shares are not being acquired in
       connection with arrangements to issue depositary receipts or to transfer 
       the Placing  Shares into a clearance service. If there were any such 
       arrangements, or the settlement related to other dealing in the  Placing 
       Shares, stamp duty or stamp duty reserve tax may be payable, for which 
       neither the Company nor KBC Peel Hunt  will be responsible. If this is 
       the case, the relevant Placee should take its own advice and notify KBC 
       Peel Hunt  accordingly. In addition, Placees should note that they will 
       be liable for any capital duty, stamp duty and all other  stamp, issue, 
       securities, transfer, registration, documentary or other duties or taxes 
       (including any interest, fines  or penalties relating thereto) payable 
       outside the UK by them or any other person on the acquisition by them of
       any Placing Shares or the agreement by them to acquire any Placing 
       Shares;

21.   it irrevocably appoints any duly authorised officer or employee of KBC
      Peel Hunt as its agent for the  purposes of executing and delivering to 
      the Company and/or its registrars any documents, and to take such other 
      action,  on the Placee's behalf as may be reasonably necessary or 
      appropriate to enable it to be registered as the holder of any  of the 
      Placing Shares comprised in its participation as indicated by it in the 
      form of confirmation or otherwise in  accordance with the terms of this 
      Appendix;

22.   KBC Peel Hunt may in it absolute discretion refuse or scale back a 
      Placee's Placing Commitment by any amount as it deems fit; and

23.   any monies of any Placee or any person acting on behalf of the Placee held
      or received by KBC Peel Hunt  will not be subject to the protections 
      conferred by the FSA's Client Money Rules. As a consequence, these 
      monies will  not be segregated from the monies of KBC Peel Hunt and may 
      be used by KBC Peel Hunt in the course of its business, and  the relevant 
      Placee or any person acting on its behalf will therefore rank as a general
      creditor of KBC Peel Hunt.

The confirmations, acknowledgements, undertakings, representations and
warranties referred to above are given to each  of the Company and KBC Peel Hunt
and are irrevocable. The Company and KBC Peel Hunt will rely upon the truth and 
accuracy of the foregoing confirmations, acknowledgements, undertakings,
representations and warranties.

Appendix 2

The following definitions apply throughout this announcement, unless the context
otherwise requires:

"Admission"            the admission of the Placing Shares to trading on
                       AIM becoming effective in accordance with the AIM
                       Rules

"AIM"                  the AIM market of London Stock Exchange

"AIM Rules"            the rules for AIM companies and their nominated
                       advisers and brokers published by London Stock
                       Exchange from time to time

"Company" or "Spice"   Spice plc

"CREST"                the system for paperless settlement of trades and
                       holdings of uncertificated shares administered and
                       operated by CRESTCo Limited

"Directors"            the directors of Spice or any duly authorised
                       committee thereof

"Existing Ordinary     the 49,466,645 Ordinary Shares in issue at the date
Shares"                of this announcement

"Extraordinary General the extraordinary general meeting of the Company,
Meeting" or "EGM"      notice of which is set out in the Company's
                       circular to Shareholders dated 16 February 2007,
                       and any adjournment thereof

"Group"                the Company, its subsidiaries and its subsidiary
                       undertakings

"KBC Peel Hunt"        KBC Peel Hunt Ltd, the Company's nominated adviser
                       and broker

"London Stock          London Stock Exchange plc
Exchange"

"Ordinary Shares"      the ordinary shares of 10 pence each in the share
                       capital of Spice

"Placing"              the conditional placing by KBC Peel Hunt of the
                       Placing Shares with institutional and other
                       investors at the Placing Price pursuant to the
                       terms of the Placing Agreement

"Placing Agreement"    the conditional agreement relating to the Placing
                       made between KBC Peel Hunt and the Company

"Placing Price"        500 pence per Placing Share

"Placing Shares"       the 4,000,000 new Ordinary Shares the subject of
                       the Placing

"Resolution"           the special resolution to be proposed at the
                       Extraordinary General Meeting

"Shareholders"         holders of Ordinary Shares

"UK" or "United        United Kingdom of Great Britain and Northern
Kingdom"               Ireland

"United States" or     the United States of America, its territories and
"US"                   possessions, any state of the United States of
                       America and the District of Columbia and all other
                       areas subject to its jurisdiction








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