Proposed transfer to AIM

Embargoed Release: 02 February 2005 0700hrs

                                Toad Group plc                                 

                                ('the Company')                                

   Proposed transfer to AIM and exercise of option to acquire the remaining    
                       preference shares in 21st Century                       

Toad Group plc announced today that it is planning to move the Company's
ordinary shares from the Official List of the United Kingdom Listing Authority
(the 'Official List') to the Alternative Investment Market of the London Stock
Exchange ('AIM') in the second quarter of 2005.

The transfer to AIM will allow the Company to pursue acquisitions in the most
cost effective manner and will simplify the ongoing administration and
reporting requirements of the company.

In view of the encouraging early progress made with its recent 25% investment
in 21st Century Crime Prevention Services Limited ('21st Century') the
directors are keen to exercise the Company's option to acquire a further 24% of
21st Century at the option price of £750,000 in cash. These remaining
preference shares yield a dividend entitlement of £245,000 per annum which will
bring the cumulative dividend entitlement to £500,000 per annum. The directors
intend to exercise this option only once the Company has moved across to AIM to
avoid the disproportionate costs which would otherwise be associated with the
transaction if the Company were to remain on the Official List. The Company has
a further option to acquire the remaining 51% of 21st Century.

As an AIM company, the Company will continue to be subject to the regulatory
and disciplinary controls of the London Stock Exchange. The board believes that
AIM, with its lower cost of complying with continuing obligations, is a more
appropriate market for the Company given its size and shareholder base.
Shareholders should be reassured that, so far as is known to the directors,
with the exception of shares held in a Personal Equity Plan or an Individual
Savings Account, the transfer to AIM will in no way affect their ability to
hold shares in the Company and existing share certificates will remain valid.
Shareholders should note that shares held in companies trading on AIM are
treated as unquoted for purposes of certain tax reliefs, although shareholders
should seek their own financial advice on this point.

The group is currently trading in line with market expectations and expects to
release its Year End Figures in the middle of March 2005.

                                    -ENDS-                                     

For enquiries please contact:

Peter Ward

Chairman, Toad Group plc

Wilson Jennings

Finance Director, Toad Group plc

Tel: [phone]

Ben Simons

Hansard Communications

Tel: [phone]