Offer Update

Quadnetics Group PLC
27 January 2006


RECOMMENDED CASH OFFER ('OFFER') BY BREWIN DOLPHIN SECURITIES LTD ON
BEHALF OF QUADNETICS GROUP PLC ('QUADNETICS') FOR PROTEC PLC ('PROTEC')

COMPULSORY ACQUISITION OF PROTEC ORDINARY SHARES

On 9 November 2005, Quadnetics Group plc announced that the offer for the entire
issued and to be issued ordinary share capital (the Offer) of Protec plc as set
out in the offer document dated 30 September 2005 (the Offer Document), had
become unconditional in all respects.

As at 3.00 p.m. on 26 January 2006, valid acceptances have been received in
respect of 130,670,319 Protec Shares, representing approximately 81.4 per cent
of the issued ordinary share capital of Protec.

In addition Quadnetics has contracted to acquire a further 21,506,571 Protec
Shares, representing approximately 13.4 per cent in value of the issued ordinary
share capital of Protec.

Accordingly, having contracted to acquire and/ or received valid acceptances of
the Offer in respect of over 90 per cent. in value of the Protec Shares to which
the Offer relates by 26 January, Quadnetics will as soon as practicable give
notice to those Protec Shareholders who have not accepted the Offer informing
them that it will compulsorily acquire their Protec Shares by applying sections
428 to 430F of the Companies Act 1985.

The Offer will remain open for acceptance until further notice.

Terms defined in the Offer Document have the same meaning in this announcement.



In addition the Company announces that the Protec plc All Employee Share
Ownership Plan  ('AESOP') has today acquired 17,314 Ordinary Shares of 20 pence
each in the Company.  This purchase has been made in accordance with the rules
of the AESOP following the acquisition of Protec PLC by the Company.



These shares will be held within the AESOP for a qualifying period before they
are transferred to participants of AESOP.  The AESOP currently holds 227,355
Ordinary Shares representing 1.5 per cent. of the Company's issued share
capital.



The Trustees of the AESOP include Nigel Poultney who is a Director of the
Company.

Enquiries:

Nigel Poultney              Quadnetics Group PLC            01527 850080

ENDS


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