Recommended Offer for Protec

Quadnetics Group PLC
09 November 2005


Quadnetics Group PLC
9 November 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN

RECOMMENDED OFFER FOR PROTEC PLC

Offer Unconditional in all respects

The Board of Quadnetics Group Plc ('Quadnetics') announces that the Recommended
All Share Offer made by Brewin Dolphin Securities Ltd on behalf of Quadnetics
for Protec Plc ('Protec') has today been declared wholly unconditional, save for
the condition relating to admission of New Quadnetics Shares to AIM.

As at 1.00pm on 9 November 2005, valid acceptances had been received in respect
of 117,202,625 Protec Shares (representing approximately 73.01 per cent. of
Protec's issued share capital).

Prior to the posting of the Offer Document, Quadnetics had received irrevocable
undertakings from the Protec Directors and certain other Protec Shareholders to
accept the Offer in respect of, in aggregate, 99,758,979 Protec Shares
representing 62.15 per cent. of the existing issued Protec Shares. Of these
irrevocable undertakings the Board has received valid acceptances from, in
aggregate, 78,252,406 Protec Shares, representing 48.75 per cent. of the
existing issued Protec Shares.

At a board meeting today 2,725,336 New Quadnetics Shares were allotted to
holders of Protecs Shares who had validly accepted the Offer.

As described in the Offer Document, as and when Quadnetics receives acceptances
under the Offer in respect of, and/or otherwise acquires 90 per cent. or more of
the Protec Shares to which the Offer relates, Quadnetics intends to exercise its
rights pursuant to the provisions of sections 428 to 430F of the Companies Act
1985 to acquire compulsorily Protec Shares in respect of which acceptances have
not been received.

Settlement of consideration

Application will be made to the London Stock Exchange for the New Quadnetics
Shares to be admitted to trading on AIM: (i) in the case of acceptances received
(complete in all respects) by 9 November 2005 on or around 3 days following
today's date; or (ii) in the case of acceptances received (complete in all
respects) after 9 November 2005 but while the Offer remains open, within 3 days
of allotment. The next allotment is expected to be made on 18 November, the next
closing date of the Offer.

Delivery of share certificates/CREST transfers

Share certificates for New Quadnetics Shares will be despatched to Protec
Shareholders who have validly accepted the Offer in respect of Protec Shares
held in certificated form within 14 days.

Transfer into CREST for Protec Shareholders who have accepted the Offer in
respect of Protec Shares held in within CREST will take place with 14 days.

In addition Dennis Bate and Bob Westcott have today joined the board of
Quadnetics.

Terms defined in the Offer Document dated 30 September 2005 shall, unless the
context requires otherwise, have the same meanings in this announcement.

Enquiries

Quadnetics                                                     01527 850080
Russ Singleton, Chief Executive
Nigel Poultney, Finance Director

Brewin Dolphin Securities Ltd                                  0113 241 0130
(Financial Adviser and Corporate Broker to Quadnetics)
Neil Baldwin
Keith Williams

Protec                                                         01923 211550
Bill Moir, Chief Executive

Teather & Greenwood                                            020 7246 9000
(Financial Adviser and Corporate Broker to Protec)
Jeff Keating
Rob Naylor

Media Enquiries

Abchurch Communications                                        0207 398 7700
Chris Munden
Ariane Comstive




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