Placing, Board Changes

Cater Barnard PLC
17 February 2004

                                                                17 February 2004


                                CATER BARNARD PLC
                       ('Cater Barnard' or 'the Company')

           Placing by the Company to raise £280,127 (before expenses)
                                 Board Changes
                              Directors' Dealings

Cater Barnard announces that today it placed 88,648,000 new ordinary shares of
0.1p each in the capital of the Company ('Ordinary Shares'), at an issue price
of 0.316p per Ordinary Share, to raise £280,127 (before estimated expenses of
£20,000) to provide additional working capital for the Company.

The Company has also issued a further 7,912,000 new Ordinary Shares at an issue
price of 0.25p to Global Investments Limited ('Global') in satisfaction of a
debt owed by the Company to Global of £19,780 which, as described below, have
been placed today on Global's behalf.

The Company also announces that it was informed on 16 February 2004 that Global
had sold 127,800,000 Ordinary Shares. The Company has been informed today that
Global had sold the remainder of its entire current holding of 167,021,413
Ordinary Shares, together with the 7,912,000 Ordinary Shares issued to Global
referred to above and conditionally sold a further 54,216,139 shares, which will
be issued to Global on conversion of a convertible loan of £171,323 made by
Global to the Company (together the 'Global Shares'). The directors intend to
exercise the Company's conversion rights in respect of this loan immediately
following the Annual General Meeting of the Company ('AGM'), which is being
convened for 12 March 2004. The loan converts at a conversion price of 0.316p
per Ordinary Share and conversion will discharge the Company's liability in
respect of that loan.

The Global Shares have been conditionally placed with a number of private
investors through the Company's brokers, at a price of 0.25p per Ordinary Share.

Global is the trustee of a trust in which Stephen Dean, Chairman of the Company,
is beneficially interested. Following completion of the sale of the Global
Shares, Global will no longer have any interest in the Company's Ordinary
Shares.

The sale of 302,733,413 Ordinary Shares held by Global is expected to be
completed on Friday, 20 February 2004. The sale of the balance of 54,216,139
Ordinary Shares to be held by Global arising from conversion of the loan is
expected to be completed on 15 March 2004, following the holding of the
Company's AGM.

Application has been made for the new Ordinary Shares issued pursuant to the
placing and the loan conversion to be admitted to dealing on the Alternative
Investment Market. The new Ordinary Shares will rank pari passu with all
existing Ordinary Shares and dealings are expected to commence on 24 February
2004.

Stephen Dean has also today resigned from the Board to pursue his other business
interests. Consequently, Mr Dean will not be offering himself for re-election as
a director at the forthcoming Annual General Meeting. The directors have today
elected David Williams to succeed Mr Dean as Executive Chairman of the Company.


The Company was informed on 16 February 2004 that Hetmoor Limited ('Hetmoor')
has distributed 126,500,000 Ordinary Shares in the Company, and that Hetmoor no
longer has any interest in the Company's share capital. Accordingly, Aidan
Mills-Thomas, a director of the Company, is now beneficially interested in
30,784,149 Ordinary Shares, representing approximately 2.97% of the Company's
issued share capital. In addition, David Williams, also a director of the
Company, is now interested in 37,636,072 ordinary shares representing
approximately 3.64% of the Company's issued share capital.

The Company was also informed today that:

   • Peter Townsend has acquired 40,900,000 ordinary shares representing
     approximately 3.95% of the Company's issued share capital;
   • Paul Whight has acquired 51,600,000 ordinary shares representing
     approximately 4.98% of the Company's issued share capital;
   • Ethel Austin Investment Properties Limited has acquired 92,843,861
     ordinary shares representing approximately 8.97% of the Company's issued
     share capital; and
   • Winton Limited has acquired 127,800,000 ordinary shares representing
     approximately 12.34% of the Company's issued share capital.

Commenting on the changes, David Williams, Chairman, said:

'I look forward to assuming the of Chairmanship of the company with enthusiasm.
My key task and that of the Board will be the implementation of the new
corporate strategy and focus of building an integrated, UK based property
services company. This started with the initial investment, announced in
December last year, in facilities management with the acquisition of 40% of
Navitas Hemway Limited. I am delighted to welcome a number of key new
shareholders including Paul Whight, former Chairman of Grantchester plc and
current Chairman of Pradera European Retail property fund; Ethel Austin
Investment Properties Limited, under the chairmanship of Barry Owen; and Winton
Limited and its associates.'

Enquiries:

David Williams                     Michael Cornish
Executive Chairman                 Beaumont Cornish Limited
Cater Barnard plc                  Tel: [phone]
Tel: [phone]




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