Creston Acquires ICM and TMW

Creston PLC
20 April 2006


Date:             20 April 2006
On behalf of:     Creston Plc ("Creston" or "the Company")
Embargoed until:  0700hrs


Creston Plc
     
•    Proposed Acquisition of ICM Research Limited, ICM Direct Limited and
     FieldworkUK.com Limited for a maximum consideration of £37.2 million
•    Proposed Acquisition of Tullo Marshall Warren Limited and Colombus
     Communications Limited for a maximum consideration of £38.3 million
•    Proposed Placing and Open Offer by Charles Stanley Securities of
     9,132,306 New Ordinary Shares at 165 pence per share to raise approximately
     £15.07 million


SUMMARY - This summary should be read in conjunction with the full text of this
announcement.

Creston Plc ("Creston" or the "Company"), the diversified marketing services
group, today announces that the Company has agreed, subject inter alia to
Shareholder approval, the proposed acquisition of the ICM Research Group ("the
ICM Group" or "ICM"), a leading independent UK full service market research
agency and Tullo Marshall and Warren Limited ("TMW") and Colombus Communications
Ltd ("Colombus") the sister agency of TMW ("TMW Group"), a leading independent
UK direct marketing agency and a Placing and Open Offer by Charles Stanley
Securities to raise approximately £15.07 million before expenses.  The
highlights are:
     
•    The ICM Group is one of the UK's leading independent market research
     agencies.  It has a diverse range of national and international clients
     including Vodafone, Wanadoo, Norwich Union, NOP, Dixon Store Group, Saga, 
     BT Mobile, O2, Orange and Yorkshire Bank.  The ICM Group is divided into 
     dedicated sector and product teams including Technology, Retail and 
     Financial as well as product teams such as Polling, Omnibus and Government 
     and Social;

•    For the year ended 30 June 2005 ICM's turnover was £14.0 million and pre
     tax profits were £2.48 million;

•    Its acquisition enables Creston to offer further quantitative and
     qualitative market research services to existing and potential clients and
     creates critical mass for Creston's Insight Division;

•    The TMW Group is one of the largest independent direct marketing agencies
     in the UK.  It has a diverse range of national and international clients, 
     across a number of sectors that includes British Airways, Diageo, COI, 
     Lloyds TSB, Nissan, T-Mobile and Unilever. The TMW Group provides a range 
     of direct market marketing services for its clients including strategic 
     planning, creative and brand development and implementation of IT system 
     design and build, with specialist expertise in growth areas such as digital 
     marketing, data management and IT solutions;

•    For the year ended 31 December 2005, The TMW Group had aggregate turnover
     of £23.1 million and aggregate pre tax profit of £3.37 million;

•    The TMW Group adds further scale to Creston's MARCOMS division and has a
     capability in data analysis and digital technologies, in addition to its
     reputation for creativity and strategic planning;

•    The Creston Group has continued to make progress in the Group's second half 
     of the financial year to 31 March 2006, and trading in the period to 28
     February 2006 has been ahead of the comparable prior year period.  The 
     Group's operating businesses have continued to perform well, with new 
     client wins in all divisions including Walkers Crisps, Alfa Romeo, Lotus, 
     Disney TV, Carlsberg and BP;

•    Qualifying Shareholders are invited to subscribe for the Open Offer at a
     price of 165 pence per Open Offer Share, free of all expenses, on the 
     following basis:  1 Open Offer Share for every 12 Existing Ordinary Shares;

•    The Board is confident of the Enlarged Group's prospects for the financial
     year ending 31 March 2007;

•    An Extraordinary General Meeting has been convened for 11.00am on 15 May
     2006.  Admission and commencement of dealings in the New Ordinary Shares is
     expected on 17 May 2006.

Commenting on the proposed acquisitions, Don Elgie, Chief Executive of Creston,
said:

"We are delighted to announce the proposed acquisitions of ICM and TMW today.
Both companies are best of breed, have proven track records over many years and
strong management teams that will remain with the businesses.  Both acquisitions
are expected to be earnings enhancing.  These acquisitions further underline our
commitment to achieving critical mass in each of our four operating divisions -
BRANDCOM, INSIGHT, MARCOMS and PUBLIC RELATIONS.

"As part of the Creston Group, ICM and TMW will continue to operate
autonomously, whilst benefiting from the cross-selling opportunities that exist
within the Group, together with gaining access to all the resources they need to
ensure that they are able to maintain the drive to growth and excellence in
their businesses.  I am pleased to report that the Group has continued to make
progress in the second half of its financial year with new business wins in all
divisions and trading is in line with Directors' expectations."

Chris Warren, Managing Director of TMW, commented:

"In joining Creston, we are now a member of one of the most dynamic marketing
services groups which is populated by some of the leading agencies in their
respective markets.  We were attracted by Creston's ethos which enables agencies
to preserve their own culture and style, whilst leveraging the related expertise
of the group companies.  Creston is an ambitious and energetic business and as a
major shareholder in the group, we look forward to contributing to its continued
growth and success."

Nick Sparrow, Managing Director of ICM, added:

"In Creston we feel we have found an owner who is as keen as we are to see ICM
grow and prosper and will act with us in the best interests of the company and
all the people who work here.  We believe that joining the Creston group will
open an exciting new chapter in the development of ICM, giving us the
opportunity to take the company to the next level and the staff at ICM are all
very enthusiastic about the opportunities it will offer us to grow ICM still
further."


Enquiries:

Creston Plc                                                        020 7930 9757
www.creston.com
Don Elgie, Chief Executive
Barrie Brien, CFO and COO

Redleaf Communications                                             020 7955 1410
Emma Kane/Miranda Good/Sanna Lehtinen

Charles Stanley Securities                                         020 7953 2000
Mark Taylor


NOTES TO EDITORS:
     
•    Publication quality photographs are available through Redleaf on the 
     numbers shown above;
•    Creston's strategy is to build a diversified international marketing 
     services group through a combination of organic growth and selective
     acquisitions.  The Board's aim is to identify synergistic benefits between
     currently independent marketing services companies offering premium 
     services such as market research, direct marketing, customer relationship 
     marketing, advertising and other areas of marketing communications;
•    Creston's subsidiaries operate within four divisions:  BRANDCOM, 
     responsible for brand building and communication; INSIGHT, responsible for
     quantitative and qualitative research; MARCOMS responsible for activation 
     and generation of sales push communication; and PUBLIC RELATIONS;
•    Creston's companies boast a range of blue-chip clients including the AA, 
     AstraZeneca United Kingdom, Bacardi-Martini, Bayer, Canon, COI 
     Communications, Cow & Gate, General Motors, George Wimpey, GlaxoSmithKline,
     Halifax, Kimberly-Clark, Lloyds Black Horse, NEC, Nestle Rowntree, NTL, 
     Pfizer, Roche Diagnostics, Scottish Courage, Tesco, Toshiba and Unilever;
•    Creston's share price is quoted in the Financial Times, Telegraph, the 
     Times and the London Evening Standard.


INTRODUCTION

Creston announced today that the Company has agreed, subject inter alia to
Shareholder approval, the proposed acquisitions of ICM Research and the TMW
Group. ICM Research is a leading independent UK full service market research
agency and the TMW Group is a leading independent UK direct marketing agency.

Due to the size of the Acquisitions in relation to the Group, each of the
Acquisitions constitutes a Class 1 transaction under the Listing Rules and
accordingly the Company is required to obtain the prior approval of Shareholders
for both of the Acquisitions.

The Company is also pleased to announce that, subject inter alia to Shareholder
approval, it proposes to raise approximately £14.15 million (net of expenses) by
the issue of 9,132,306 new Ordinary Shares at 165 pence each by way of a Placing
and Open Offer.  6,000,000 new Ordinary Shares have been placed firm and
3,132,306 new Ordinary Shares have been conditionally placed, subject only to
clawback by Qualifying Shareholders, with institutional and other investors by
Charles Stanley.  Qualifying Shareholders have the right to subscribe for the
Open Offer Shares in accordance with the terms of the Open Offer.

The net proceeds of the Placing and Open Offer and £14.58 million of existing
cash resources and new bank facilities will be used to fund the ICM Closing
Payment and TMW Closing Payment.

An Extraordinary General Meeting has been convened for 11.00 a.m. on 15 May
2006, at which Shareholders will be asked to consider the Resolutions necessary
to approve and implement the Proposals. A notice of EGM is set out at the end of
this document.


DETAILS OF THE ACQUISITIONS

The ICM Group

The business now carried on by the ICM Group was founded in 1989 by the ICM
Principal Vendors, who have remained with the business since inception.  Since
its inception the ICM Group has grown organically, expanding into new client
sectors and areas of business. In 1998 ICM Research became a provider of
telephone fieldwork services through its wholly owned subsidiary ICM Direct. In
2000, ICM Research launched FieldworkUK.com Limited ("FWUK"), a specialist
face-to-face fieldwork provider. ICM Direct and FWUK provide services to ICM
Research as well as to external clients.

The ICM Group has doubled in size since 2001, from turnover of £6.8 million to
£14.0 million for the year ended 30 June 2005 and its turnover grew by a
compound average of 23 per cent. per year from 1997 to 2005 (Source: Audited
Annual Report and Accounts 1997-2005: ICM Group). It is now one of the UK's
leading independent market research agencies.

The ICM Group consists of the following companies as outlined below, which
provide a complete service offering to clients. The ICM Group is divided into
dedicated sector and product teams including Technology, Retail and Financial as
well as product teams such as Polling, Omnibus and Government and Social.

ICM Research designs, conducts and analyses research on consumer and corporate
behaviour and opinion for private and public sector clients. ICM Research has
divided its operations into industry sector teams including Technology, Retail
and Financial as well as product teams such as Polling and Omnibus and
Government and Social;

ICM Direct provides telephone research fieldwork for ICM Group and for third
party market research firms. After investment over the past four years, ICM
Direct is now one of the UK's leading providers of telephone research, with over
240 CATI stations in the UK; and

FWUK provides specialist face to face interviewing, for quantitative and
qualitative research, with a national fieldforce of over 1,500 interviewers.

The ICM Group has a diverse range of national and international clients
including Vodafone, Wanadoo, Norwich Union, NOP, Dixon Store Group, Saga, BT
Mobile, O2, Orange and Yorkshire Bank.

Directors and senior management

Nick Sparrow (age 50), Managing Director

After initially working with Rover cars, Nick Sparrow moved into market research
at a company within the Bowater group before joining Marplan in 1979. He was
Managing Director of Marplan from 1985 to 1989, and left (with Steve Parker and
Kate Turner) to establish ICM Research. Nick Sparrow is the Managing Director of
ICM Research, and is responsible for Opinion Polling and media appearances
concerning polls. He was awarded the BMRA's Silver Medal for his development of
new opinion polling methodologies.

Steve Parker (age 48), Director, ICM Research: Retail

Steve Parker joined Gallup in 1979, before moving to Gordon Simmons Consumer
research in 1981 and then joining Marplan in 1984. In 1986 he was made an
Associate Director of Marplan, and a Director in 1988. He is the head of ICM
Research's Retail team and oversees FWUK.

Kate Turner (age 51), Director, ICM Research: Technology, Qualitative

After several years as a research officer in Essex University's Sociology
Department, Kate Turner joined Maclean-Hunter in 1975. She moved to Marplan in
1983 and was appointed as a Director in 1988. She heads up ICM Research's
Technology team, along with Mathew Burn and Gary Muncaster. She also oversees
qualitative research and is responsible for recruitment and training within ICM
Research.

Mathew Burn (age 34), Director, ICM Research: Technology

Mathew Burn joined ICM Research in 1998, after working as a freelance market
research interviewer in the mid 1990's and as Manager of Nat West's market
research telephone centre. He leads the Technology team with Kate Turner and
Gary Muncaster and is responsible for business development and new business
generation. Key client relationships include Vodafone, Orange, and Sony
Ericsson.

Gary Muncaster (age 34), Director, ICM Research: Technology

Gary Muncaster worked as a Research Associate at Middlesex University before
joining Ipsos in 1997, and then moving to ICM Research in 1999 as a Research
Executive. He was promoted to Project Director in 2000, to Associate Director in
2002 and was made a full Director in 2004. He heads up the Technology team with
Kate Turner and Mathew Burn.

Steve Ogborn (age 36) Director, ICM Research: Financial

Upon graduating Steve Ogborn joined Sports Marketing Surveys as a research
executive and, after a year, took over the management of its Leisure division.
He joined ICM Research in 1995, with a focus on building the financial division.
He acts as an account director for around a dozen financial clients, and is in
charge of the development of current business and building new client
relationships.

Patrick Diamond (age 38), Managing Director ICM Direct

Patrick Diamond joined NOP as a telephone interviewer in 1990, before moving
quickly to manage telephone fieldwork projects, and then on to internet
research. In 1997, he moved to BMRB, as an Associate Director of TGI, with
responsibility for Broadcast and Outdoor Media. In 1999, he joined ICM Direct as
Deputy Managing Director, and was promoted to Managing Director in 2000. He is
responsible for ICM Direct's growth, development and operations.

Barry Pegg (age 45), Managing Director FWUK

Barry Pegg joined Market Analysis, a small independent research company, in
1986. He then joined Research & Auditing Services Ltd. in 1988, and was asked to
become Field Manager and re-organise the fieldwork division. This
reorganisation, carried out over six months, led to Barry Pegg being promoted to
Field Director. In 1996, he joined Conquest Research, and in 1999 he moved to
the ICM Group, to set up and manage FWUK. He is responsible for FWUK's growth,
development and operations.

Financial information on the ICM Group

The following financial information, which has been extracted without material
adjustment from the financial information on the ICM Group.

                                                                          Year ended 30 June
                                                                        2003             2004        2005
                                                                       £'000            £'000       £'000
Turnover                                                               8,227           11,279      13,981
Gross profit                                                           4,817            6,633       7,472
Profit on ordinary activities before taxation                          1,499            2,461       2,479

Gross assets at 30 June 2005 were £5.57 million.


The TMW Group

TMW

TMW, which is based in Chelsea, London, was founded by Paul Tullo, Richard
Marshall and Chris Warren in 1987. TMW has grown organically over the last 18
years to become one of the largest independent direct marketing agencies in the
UK employing over 200 people across a range of direct marketing services.  TMW
provides a range of direct market marketing services for its clients, with
specialist expertise in growth areas such as digital marketing, data management
and IT solutions. TMW provides direct marketing services to its clients
including strategic planning, creative and brand development and implementation
of IT system design and build.

TMW has a diverse range of national and international clients in a number of
sectors that includes British Airways, Diageo, COI, Lloyds TSB, Nissan, T-Mobile
and Unilever.  TMW is recognised as one of the largest independent direct
marketing agencies in the UK marketplace and is:
     
•    Ranked largest independent and 10th largest direct marketing agency by
     number of employees;
•    Ranked largest independent and 12th largest direct marketing agency by
     gross income; and
•    Ranked largest independent and 9th largest direct marketing agency by
     gross profit.

Source: 1. Campaign magazine October 2005, Willott Kingston Smith data, annual
           200 survey
        2. Marketing magazine March 2005, Willott Kingston Smith data


Colombus

Colombus is a sister company to TMW and specalises in the procurement of direct
marketing production, printing and merchandising. Its principal customer is TMW.

Chris Warren (age 48), Managing Director

Chris Warren's early career was in marketing management with Sony and Diners
Club. In the early 1980's, he was responsible for helping to launch the UK's
first domestic video recorders, and the introduction of the first ever Sony
Walkman in its global launch. At Diners Club, he helped create the company's
first marketing department and worked across both consumer and establishment
marketing.  In 1985, he left Diners Club to set up his own consultancy before
teaming up with Richard Marshall and Paul Tullo to start TMW in 1987.

Richard Marshall (age 48), Business Development Director

Richard Marshall's career began in above the line advertising at Foote Cone &
Belding where he worked on the British Airways, Cadburys and Bass Beers accounts
in the late 70s and early 80s. He then moved to Paris and worked for Dupuy
Saatchi & Saatchi on accounts such as P&G and IBM before moving back to the UK
and working for Saatchi & Saatchi for another five years. In 1987, he started
TMW and is responsible for all business development across the agency.

Paul Tullo, (age 49), Board Creative Director

A founding partner of TMW, Paul Tullo has been instrumental in building the
agency's creative reputation over the last 20 years and has been responsible for
the creative output of TMW. A trained Art Director, Paul is an active member of
the Direct Marketing Association and is a Graduate of the LCP (London Institute)
as well as a member of Chartered Society of Designers and Fellow of the Royal
Society of Arts.

Simon Collard (age 41), Finance Director

After qualifying with Ernst & Young, Simon Collard worked in a variety of
European roles with the oilfield company Schlumberger. He has spent the last 12
years in marketing services, first in design with Davies Baron and then for the
last nine years with TMW.

Dr Ian Robinson (age 48), Director of insight@TMW

Director of insight@TMW (the planning and data strategy division) since 1995,
Ian Robinson bridges the gap between traditional account planning and data
planning. From the early to mid 80s, he carried out marketing research on a
consultancy basis for a number of companies including Sony UK and has a wide
variety of above and below the line experience gained through working at Saatchi
& Saatchi and Evans Hunt Scott on accounts including Nestle, BMW, Barclays and
RAC.

Mick Costella (age 35), Director of Strategy

Mick Costella joined TMW in 2001 as part of the then embryonic digital division.
His background was in marketing (British Airways) and consulting (Conduit) and
he soon moved from a digital role, growing the agency's strategy team. He was
appointed to the Board in 2005.

Chris Freeland (age 37), Client Service Director

After graduating in Business Studies, Chris Freeland initially began his career
in sales promotion before moving to direct marketing. He joined TMW in 1994 to
work on the British Airways account.  In addition to his role as Client Service
Director, he is responsible for the agency's training and development programme.

Financial information

The following financial information, which has been extracted without material
adjustment from the financial information on TMW and Colombus.


TMW
                                                                       Year ended 31 December
                                                                        2003             2004        2005
                                                                       £'000            £'000       £'000
Turnover                                                              15,903           16,353      22,060
Gross profit                                                          10,858           10,989      13,989
Profit on ordinary activities before taxation                            650              461       3,130

Gross assets at 31 December 2005 were £9.1 million.


Colombus
                                                                        Year ended 31 December
                                                                        2003             2004        2005
                                                                       £'000            £'000       £'000
Turnover                                                                 634              698       1,044
Gross profit                                                             159              160         238
Profit on ordinary activities before taxation                            139              133         242

Gross assets at 31 December 2005 were £0.9 million.


BACKGROUND TO AND REASONS FOR THE ACQUISITIONS

The acquisitions of ICM Research and the TMW Group are in line with the Board's
stated acquisition strategy of building a diversified international marketing
services group through organic growth and selective acquisitions. The Board
believes that there is potential to identify synergistic benefits between
currently independent marketing services companies offering services such as
advertising, market research, direct marketing, PR, customer relationship
marketing and other areas of marketing communications.

ICM Research is one of the UK's leading independent market research companies
and its acquisition enables Creston to offer further quantitative and
qualitative market research services to existing and potential clients and
creates critical mass for Creston's Insight Division.

The TMW Group is one of the largest UK independent direct marketing agencies. In
addition to adding further scale to Creston's MARCOMS division, the TMW Group
has a capability in data analysis and digital technologies, in addition to its
reputation for creativity and strategic planning.

The Acquisitions also fit Creston's acquisition criteria of having strong growth
potential in their chosen niche markets. Furthermore, the acquisition of ICM
Research and the TMW Group underlines the Company's commitment to exploit
existing market opportunities through acquisition and through leveraging
cross-selling opportunities that exist within the Group.


CURRENT TRADING AND PROSPECTS

The Group has continued to make progress in the Group's second half of the
financial year to 31 March 2006, and trading in the period to 28 February 2006
has been ahead of the comparable prior year period. The Group's operating
businesses have continued to perform well, with new client wins in all divisions
that include Walkers Crisps, Alfa Romeo, Lotus, Disney TV, Carlsberg and BP.

In the year ending 31 March 2007, the Enlarged Group will benefit from the
contribution of a full year's trading results from Red Door as well as
approximately ten and a half month's contribution of trading results from the
ICM Group and the TMW Group. In addition, the Acquisitions will substantially
increase the size of the Group, broadening the range of marketing service
disciplines that the Group is able to offer its clients and enhancing the
operating and synergy opportunities that exist between the operating companies
within the Enlarged Group. As a result, the Board is confident of the Enlarged
Group's prospects for the financial year ending 31 March 2007.


PRINCIPAL TERMS OF THE ACQUISITION AGREEMENTS

ICM Acquisition Agreement

The Company has today conditionally agreed to acquire the entire issued share
capital of ICM Research for:
     
(a)  A closing payment of £19,373,154 payable to the ICM Vendors on Completion 
     to be satisfied as to:
     (i)  £14,123,154 in cash; and
     (ii) £5,250,000 by the issue of  3,068,829 new Ordinary Shares (the "ICM
          Consideration Shares").
(b)  A deferred closing payment of up to £1,130,771 payable to certain ICM
     Vendors in cash subject to and to the extent of certain tax reliefs being
     available to ICM Research after Completion.
(c)  Deferred consideration of up to £16,740,000 payable to the ICM Vendors 
     subject to the average annualised profit before interest and tax of ICM
     Group from Completion to 31 March 2009 reaching agreed levels, to be 
     satisfied as to:
     (i)  50 per cent. by the issue of either ICM Unsecured Loan Notes 2010 or 
          ICM Series A Guaranteed Loan Notes 2010, at the ICM Vendors' option; 
          and
     (ii) 50 per cent. by the issue of either ICM Series B Guaranteed Loan Notes
          2010 or new Ordinary Shares (or a mixture of both) at the Company's 
          option.

On the production of audited accounts of ICM Group for the period from 1 July
2005 to Completion, the ICM Vendors will pay to the Company a cash sum equal to
the amount (if any) by which the ICM Group net asset value at Completion is less
than £6,003,925 and a cash sum equal to the amount (if any) by which the ICM
Group cash at bank at Completion is less than £3,503,925. If the ICM Group net
asset value at Completion is more than £6,003,925 and ICM Group's cash at bank
at Completion is more than £3,503,925, the Company shall pay the ICM Vendors an
amount in cash equal to the lesser of the excess net asset value and the excess
cash at bank, subject to a maximum of £250,000.

If any deferred consideration becomes payable it will be paid following
completion of the audit of the ICM Group for the year ending 31 March 2009. If
the deferred consideration becomes payable ICM Group will also pay bonuses to
ICM Employees of up to £1,117,021. Such bonuses will be satisfied in cash and/or
new Ordinary Shares. Under the terms of the ICM Acquisition Agreement, the
Company shall not issue any new Ordinary Shares to the ICM Vendors as deferred
consideration if the issue of such Ordinary Shares would require any or all of
the ICM Vendors to make a mandatory offer for the issued shares of the Company
pursuant to Rule 9 of the City Code on Takeovers and Mergers.

Save in exceptional circumstances as set out in the Prospectus to be issued
today:
     
(a)  the ICM Vendors are not permitted to sell any of: (i) the ICM Consideration 
     Shares issued to them; or (ii) any Ordinary Shares issued to them as part 
     of the net asset adjustment payment or the deferred consideration, for a
     period of 12 months starting on the date of allotment of such Consideration
     Shares or Ordinary Shares issued as part of the net asset adjustment 
     payment or the deferred consideration; and
(b)  the ICM Vendors are not permitted to sell: (i) more than 25 per cent. of
     the ICM Consideration Shares issued to them; or (ii) more than 25 per cent. 
     of any Ordinary Shares issued to them as part of the net asset adjustment 
     payment or the deferred consideration, in any successive 12 month period 
     after the first anniversary of the date of allotment.

Completion of the ICM Acquisition Agreement is conditional on the passing of the
Resolutions, the Credit Agreement and the Placing Agreement becoming
unconditional in certain respects and Admission.


TMW Group Acquisition Agreement

The Company has today conditionally agreed to acquire the entire issued share
capital of each of TMW and Colombus for:
     
(a)  A closing payment of £19,325,000 payable to the TMW Vendors on Completion 
     to be satisfied as to:
     (i)  £13,305,000 in cash; and
     (ii) £6,020,000 by the issue of 3,518,924 new Ordinary Shares (the "TMW
          Consideration Shares").
(b)  A closing payment of £2,000,000 payable to the Colombus Vendors on 
     Completion to be satisfied as to:
     (i)  £1,300,000 in cash; and
     (ii) £700,000 by the issue of 409,177 new Ordinary Shares (the "Colombus
          Consideration Shares").
(c)  Deferred consideration of up to £17,011,200 payable to the TMW Vendors
     subject to the average annualised profit before interest and tax of the TMW
     Group from Completion to 31 March 2009 reaching agreed levels, to be 
     satisfied as to:
     (i)  50 per cent. by the issue of either TMW Unsecured Loan Notes 2012 or 
          TMW Series A Guaranteed Loan Notes 2012, at the TMW Vendors' option; 
          and
     (ii) 50 per cent. by the issue of either TMW Series B Guaranteed Loan Notes
          2012 or new Ordinary Shares (or a mixture of both) at the Company's 
          option.

On production of audited accounts of the TMW Group for the period from 1 January
2006 to Completion, the TMW Vendors will pay to the Company a cash sum equal to
the amount (if any) by which the combined net asset value of the TMW Group at
Completion is less than £3,125,000 and a cash sum equal to the amount (if any)
by which the combined cash at bank of the TMW Group at Completion is less than
£2,625,000. If the combined net asset value of the TMW Group at Completion is
more than £3,125,000 and the combined cash at bank of the TMW Group at
Completion is more than £3,325,000, the Company shall pay the TMW Vendors an
amount equal to the lesser of the excess net asset value and the excess cash at
bank, subject to a maximum of £350,000.

If any deferred consideration becomes payable it will be paid following
completion of the audit of the TMW Group for the year ending 31 March 2009. If
the deferred consideration is payable, TMW will also pay bonuses to the TMW
Employees of up to £3,358,865. Such bonuses will be satisfied in cash and/or new
Ordinary Shares. Under the terms of the TMW Acquisition Agreement, the Company
shall not issue any new Ordinary Shares to the TMW Vendors as deferred
consideration if the issue of such Ordinary Shares would require any or all of
the TMW Vendors to make a mandatory offer for the issued shares of the Company
pursuant to Rule 9 of the City Code on Takeovers and Mergers.

Save in exceptional circumstances as set out in the Prospectus to be issued
today::
     
(a)  the TMW Vendors are not permitted to sell any of: (i) the TMW Consideration 
     Shares and the Colombus Consideration Shares issued to them; or (ii) any 
     Ordinary Shares issued to them as part of the deferred consideration, for a 
     period of 12 months starting on the date of allotment of such Consideration 
     Shares or Ordinary Shares issued as part of the deferred consideration; and
(b)  the TMW Vendors are not permitted to sell: (i) more than 25 per cent. of
     the TMW Consideration Shares and the Colombus Consideration Shares issued 
     to them; or (ii) more than 33 per cent. of any Ordinary Shares issued to 
     them as part of the deferred consideration, in any successive 12 month 
     period after the first anniversary of the date of allotment.

Completion of the TMW Acquisition Agreement is conditional on the passing of the
Resolutions, the Credit Agreement and the Placing Agreement becoming
unconditional in certain respects and Admission.


NEW BANKING FACILITIES

The Company has entered into new banking facilities. The facilities comprise:
     
(a)  A term loan of £30 million which can be drawn down in connection with (i) 
     repayment of all existing banking facilities, (ii) financing the 
     consideration of future approved acquisitions and (iii) meeting obligations 
     to pay certain deferred consideration liabilities of the Company. Interest 
     is borne at 1.5 per cent. above LIBOR;
(b)  A revolving credit facility of up to £8 million to be used to finance the 
     working capital and general corporate requirements of the Company. Interest
     is borne at 1.5 per cent. above LIBOR; and
(c)  An overdraft facility of £2 million to be used to finance the working
     capital and general corporate requirements of the Company.


PRINCIPAL TERMS OF THE PLACING AND OPEN OFFER

The Company is proposing to raise approximately £ 14.15 million (net of
expenses) through the Placing and Open Offer. The Placing and Open Offer is in
respect of 9,132,306 New Ordinary Shares, of which 6,000,000 New Ordinary Shares
(the Placing Shares) will be issued under the Placing and 3,132,306 New Ordinary
Shares (the Open Offer Shares) under the Open Offer. The net proceeds of the
Placing and Open Offer (together with £14.58 million of existing cash resources
and new bank facilities) will be used to fund the ICM Closing Payment and the
TMW Closing Payment.

The fundraising has been structured by way of the Placing and Open Offer in
order to strengthen the Company's shareholder base by allowing, subject to
Shareholder approval, new institutional shareholders to subscribe for new
Ordinary Shares on a firm basis through the Placing, whilst at the same time
providing existing Shareholders with the opportunity to participate in the
fundraising through the Open Offer.

The disapplication of statutory pre-emption rights which Shareholders will be
asked to approve at the EGM will enable the Directors to issue and allot the
Placing Shares and the Open Offer Shares otherwise than in connection with a pro
rata issue of new Ordinary Shares to Shareholders.

Under the terms of the Placing Agreement, Charles Stanley as agent for the
Company has placed with institutional and other investors the Placing Shares and
Open Offer Shares at the Offer Price, of which the Open Offer Shares have been
conditionally placed, subject only to clawback by Qualifying Shareholders in
order to meet valid acceptances pursuant to the terms of the Open Offer. Charles
Stanley, as agent for and on behalf of the Company, is inviting Qualifying
Shareholders to subscribe for Open Offer Shares at a price of 165 pence per Open
Offer Share, free of all expenses, payable in full on application on the
following basis:

     1 Open Offer Share for every 12 Existing Ordinary Shares

registered in their names at the close of business on the Record Date, and so in
proportion for any other number of Existing Ordinary Shares then registered. The
number of New Ordinary Shares for which Qualifying Shareholders are entitled to
apply is set out on the Application Form.

Qualifying Shareholders may apply for as many New Ordinary Shares as they wish,
up to a maximum of twice their pro rata entitlement. Any New Ordinary Shares
applied for in excess of their pro rata entitlement will be satisfied only to
the extent that corresponding applications by other Qualifying Shareholders are
made for less than their entitlements and excess applications may therefore be
scaled down in such a manner as the Company and Charles Stanley may determine.
Valid applications up to Qualifying Shareholders' pro rata entitlements will be
satisfied in full.

Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of New Ordinary Shares. Accordingly, Shareholders holding fewer
than 12 Existing Ordinary Shares will have no entitlement to subscribe
under the Open Offer. Any resulting fractional entitlements of Qualifying
Shareholders arising under the Open Offer will not be allocated pursuant to the
Open Offer but will be aggregated and sold by Charles Stanley pursuant to the
Placing Agreement for the benefit of the Company. Holdings of Existing Ordinary
Shares in certificated and uncertificated form will be treated as separate
holdings for the purpose of calculating entitlements under the Open Offer.

The New Ordinary Shares issued pursuant to the Placing and Open Offer, when
issued, will be fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to record date on or after, the
date of their issue and they will be issued free from all liens, charges and
encumbrances.

Application has been made to the UK Listing Authority for the Placing Shares and
the Open Offer Shares to be admitted to the Official List of the UK Listing
Authority and for the Placing Shares and the Open Offer Shares to be admitted to
trading on the London Stock Exchange's market for listed securities. The Placing
Shares and the Open Offer Shares are not being made available in whole or in
part to the public except under the terms of the Open Offer.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are
located or resident in, or who are citizens of, or who have a registered
address, in an Excluded Territory (regardless of the number of Existing Ordinary
Shares that they hold) will not qualify to participate in the Open Offer.  The
attention of Overseas Shareholders is drawn to paragraph 5.6 of Part III of the
Prospectus.

The Open Offer is not a "rights issue". Invitations to apply under the Open
Offer are not transferable unless to satisfy bona fide market claims and the
Application Form is not a document of title and cannot be traded. Qualifying
Shareholders should be aware that, in the Open Offer, unlike in the case of a
rights issue, any Open Offer Shares not applied for under the Open Offer will
not be sold in the market or placed for the benefit of Qualifying Shareholders,
but will be taken up under the Placing, with the proceeds retained for the
benefit of the Company.

The Open Offer is subject, inter alia, to the satisfaction of the following
conditions on or before 17 May 2006 (or such later date as the Company and
Charles Stanley agree, but in any event not later than 31 May 2006):
     
(i)   the passing of the Resolutions at the EGM or any adjournment thereof;
(ii)  the ICM Acquisition Agreement and the TMW Acquisition Agreement having
      become unconditional in all respects (save in respect of Admission);
(iii) the Placing Agreement becoming wholly unconditional and not having been
      terminated prior to Admission; and
(iv)  Admission.

Under the terms of the Placing Agreement, Charles Stanley has the right to
terminate its obligations under the Placing Agreement in the event of, inter
alia, any of the warranties contained therein not being true in any material
respect or a breach by the Company in any material respect of the Placing
Agreement. If the conditions of the Placing Agreement are not fulfilled on or
before the relevant date in the Placing Agreement, application monies will be
returned to applicants without interest as soon as possible thereafter. The
Placing and Open Offer have not been underwritten.


EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held at 11.00 a.m. on
15 May at which Shareholders will be asked to consider the
Resolutions, necessary to approve and implement the Proposals.


TIMETABLE

Record Date for entitlement under the Open Offer                 close of business on Tuesday 18 April 2006

Publication of Prospectus                                                            Thursday 20 April 2006

Latest time and date for splitting of Application Forms                  3.00 p.m. on Wednesday 10 May 2006
(to satisfy bona fide market claims only)

Latest time and date for receipt of Application Forms and                   3.00 p.m. on Friday 12 May 2006
payment in full under the Open Offer

Latest time and date for receipt of Forms of Proxy                       11.00 a.m. on Saturday 13 May 2006

Extraordinary General Meeting                                              11.00 a.m. on Monday 15 May 2006

Admission and commencement of dealings in New Ordinary                   8.00 a.m. on Wednesday 17 May 2006
Shares

CREST members' accounts credited                                                      Wednesday 17 May 2006

Dispatch of definitive share certificates for New Ordinary                            Wednesday 24 May 2006
Shares in certificated form (where applicable)



Enquiries:

Creston Plc                                                        020 7930 9757
www.creston.com
Don Elgie, Chief Executive
Barrie Brien, CFO and COO

Redleaf Communications                                             020 7955 1410
Emma Kane/Miranda Good/Sanna Lehtinen

Charles Stanley Securities                                         020 7953 2000
Mark Taylor


For the purposes of this press release Charles Stanley, which is authorised in
the United Kingdom under the Financial Services and Markets Act 2000, is acting
as sponsor and stockbroker to the Company in relation to the Placing and Open
Offer, and is not acting for any other person and will not regard any other
person (whether or not a recipient of this press release) as its customer in
relation to the Placing and Open Offer and will not be responsible for providing
the protections afforded to customers of Charles Stanley to any other person or
for providing advice to any other person in relation to the Placing and Open
Offer.  If you require advice in relation to this press release you should
contact your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000.

This press release does not constitute, or form part of the Placing and Open
Offer or any invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any shares in the Company nor shall this press
release or any part of it, or the fact of its distribution, form the basis of,
or be relied on, in connection with or act as any inducement to enter into any
contract or commitment whatsoever with respect to the Placing and Open Offer or
otherwise.

Definitions in this announcement bear the same meaning as those in the
Prospectus dated 20 April 2006, which will be sent to shareholders today.


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