Proposed Acquisition

Capitaltech PLC
20 August 2002



CapitalTech plc ('the Company')


Proposed Acquisition
Proposed Purchase (of property)
Conditional Open Offer to Shareholders
Proposed Repurchase of Shares
Proposed Change of Name to 'Terrace Hill Group plc' (together 'the Transactions')

The Company is today convening an Extraordinary General Meeting to be held on 19
September 2002 to consider Resolutions to:-

1.    Approve the Proposed Acquisition of the entire issued share capital of 
      Westview Group Limited and the entire issued share capital of Westview 
      Investments Limited so far as not belonging to Westview Group Limited
      (together 'Westview') from family trusts in which the Company's Chairman, 
      Robert Adair, is interested (the 'Adair Trusts') upon the terms set out in 
      a Circular being issued to shareholders today (the Acquisition');

2.    Approve the Purchase of property being unit 2, Treene Business Park, 
      Sywell Road, Wellingborough from Robert Adair and his mother and sister 
      for cash at a price of up to £152,000 being initial valuation subject to
      possible reduction on formal valuation (the 'Purchase');

3.    Approve the Repurchase of up to 2,000,000 Ordinary Shares of 2p each 
      nominal value ('Shares') at a price of 12.65p each; and

4.    Subject to the first above Resolution being passed, approve the change of 
      name of the Company to 'Terrace Hill Group plc',


and, by the same Circular, which incorporates an Admission Document under the
Rules of the Alternative Investment Market of the London Stock Exchange ('AIM
Rules'), subject to the first above Resolution being passed, the Company is
making an Open Offer, non-assignable, to shareholders other than the Adair
Trusts on  a 1 for 10 basis of 2,711,447 Shares at a price of 12.65p each.

The Adair Trusts, being related parties, shall refrain from voting on the
resolutions concerning the Acquisition and the Purchase.

The following is a summary of the terms and benefits seen of the Acquisition:-

The consideration, subject to cash adjustment to reflect trading between 31 May
2002 and completion, is £10.243m.,to be satisfied by the issue of 80,972,332 new
ordinary shares at a price of 12.65p each. £10.243m. is the net asset value of
the interests to be acquired adjusted to take into account conversion of loan to
equity by the Adair Trusts of £2.5m. and certain agreed but unrecognised uplifts
in value and certain provisions, in aggregate, net of provisions, of £1.927m. in
respect of which, pending recognition, the Company will hold a lien over
15,233,202 of these new ordinary shares.

Should the Acquisition be approved, and the Repurchase and Open Offer be
exercised in full, the percentage shareholding of the Adair Trusts in the
Company will increase from 63.53% to 82.17%.

As at 31 May 2002 in terms of reviewed but unaudited interim accounts, Westview,
in respect of continuing activities to be acquired (being the activities of
Westview carried on up to 31 May 2002 but after on that date disposing of a
loss-making non-property business and after then acquiring the other UK
commercial property interests of the Adair Trusts) had net tangible assets of
£8.316m. which earned pre-tax profit in the year to 31 July 2001 of £1.074m.
(audited) and in the interim period of 10 months to 31 May 2002 of £102,000
(unaudited).

The principal business of Westview is commercial property development,
investment and trading, carried on through its consistently profitable
subsidiary Terrace Hill Limited, which in the year to 31 July 2001 earned
pre-tax profit of £2.6m. (audited) and in the same interim period of £785,000
(unaudited). The primary reason for the difference in profit between Terrace
Hill Limited and Westview is the cost of funding of Westview , a start on the
reduction of which is being made by the loan conversion referred to above and
which the Company anticipates further reducing from its surplus cash to allow
more of the profitability of Terrace Hill Limited to flow through to the bottom
line. No finance is being raised or repaid as part of the Acquisition (or the
Purchase).

The independent directors of the Company (i.e. the executive directors being all
the directors except Robert Adair), having consulted with Noble & Company, the
Company's Nominated Adviser, believe that the terms of the Acquisition (and the
Purchase) are fair and reasonable insofar as the shareholders of the Company are
concerned, and unanimously recommend shareholders to vote in favour of the
relevant Resolutions and have undertaken to do so in respect of their own
shareholdings, amounting to 0.78% of the entire issued share capital.

Reasons for the Acquisition:

The Independent Directors believe there are a number of reasons for recommending
the terms of the Acquisition.  They currently manage a business which has
recently seen substantial increases in net asset value, but which, due to the
nature of residential property investment, does not lend itself to marked
revenue profits. The Acquisition will allow the asset base of the Company to be
combined with the profit stream of Terrace Hill Limited. Other benefits seen by
the independent directors are the possibility of the market looking more
favourably at the combined entity than has been evident historically, the
increased profile of Terrace Hill Limited from having a public quotation of
shares and consequent ability to obtain further profitable projects, a greater
ability to hold commercial property investments, expanded utilisation of the
Company's in house corporate finance and legal services and the ability to
consider paying dividends to shareholders.

Upon passing of the relevant Resolutions, it is intended to invite five
directors of Terrace Hill Limited, Nigel Turnbull, Thomas Walsh, Phillip Leech,
Robert Lane and Kenneth Grundy,  to join the board and it is proposed to change
the name of the Company to 'Terrace Hill Group plc'. In addition, Kelvin Hudson,
Managing Director of Saffery Champness Management International Limited, will be
appointed as non-executive director.

The Wellingborough property has initially been valued at £152,000. Profit from
it is immaterial. The Purchase of it will complete the transfer of the Adair
family UK commercial property interests to the Company.

The Acquisition and the Purchase amount to a reverse takeover in terms of the
AIM Rules and are also related party transactions. The existing ordinary Shares
of the Company will not be suspended from trading on AIM in light of the
Transactions. Application will be made for the new ordinary shares issued
pursuant to the Acquisition and Open Offer to be admitted to trading on AIM, and
dealings are expected to commence on 25 September 2002.

As the Company is proposing to issue new ordinary shares to the Adair Trusts as
consideration at a price of 12.65p each, the Company is also, conditional upon
the Acquisition being approved, offering shareholders an opportunity to
subscribe for  2,711,447 new ordinary Shares at the same price. This is a higher
number than was taken up otherwise than by the Adair Trusts  in the Company's
most recent rights issue. The application for new ordinary shares pursuant to
the Open Offer is not capable of being split, assigned or transferred except to
satisfy bona fide market claims. The Adair Trusts will refrain from applying
pursuant to the Open Offer. The independent directors intend to apply for their
maximum personal entitlement.

The Repurchase of Shares is proposed in the light of the Company's depressed
share price which has been affected by a trickle of sellers and may reduce any 
'overhang' on the market.



The timetable in respect of the above matters is as follows:-


Record Date for Open Offer                                                     13 August 2002
Splitting Date for Open Offer                                                  17 September 2002
Latest time and date for receipt of form of tender pursuant to the Repurchase  10am on 4 September 2002
Record Date for Repurchase tender                                              4 September 2002
Circular, being Admission Document and Prospectus and incorporating Notice of  20 August 2002
EGM issued
Latest time and date for receipt of proxies                                    10am on 17 September 2002
Extraordinary General Meeting                                                  10am on 19 September 2002
Latest time and date for receipt of form of application pursuant to the Open   12 noon on 19 September 2002
Offer
Expected date of Admission and commencement of dealings in new ordinary Shares 25 September 2002
Expected date of despatch of new Share Certificates                            25 September 2002



Copies of the Circular, incorporating Admission Document,  which is being posted
to shareholders today, will be available from Noble & Company Limited, 1
Frederick's Place, London, EC2R 8AB up to and including 25 October 2002.





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