Acquisition

MITIE Group PLC
24 August 2005


                           MITIE GROUP PLC ('MITIE')

                Purchase of shares in MITIE subsidiary companies

MITIE announces that on 24 August 2005 it agreed to purchase certain minority
shareholdings of seven MITIE subsidiary companies in accordance with their
Shareholders' Agreements.

MITIE's Chief Executive, Ian Stewart, commented 'The MITIE model continues to
attract entrepreneurial managers and offer them opportunities. It remains a key
part of our growth strategy.'

The shareholdings to be purchased in the seven companies are detailed below.
Such shares are primarily held by the employees and senior management of the
relevant subsidiary company.

MITIE Air Conditioning (Wales) Ltd ('AC Wales') - 33% of the issued share
capital, comprising 9,900 B ordinary shares of £1 each, for a consideration of
£475,794. Such consideration will be satisfied as to £31,506.62 in cash and as
to the remaining £444,287.38 by the issue of 267,643 new MITIE shares. AC Wales
undertakes the installation and maintenance of air conditioning systems for
clients in Wales. The turnover, pre-tax profits and gross assets of AC Wales for
the year ended 31 March 2005 were £1,724,000, £344,000 and £881,000
respectively. 10% of the issued share capital of AC Wales will still be held by
minority shareholders following the purchase.

MITIE Air Conditioning (West) Ltd ('AC West') - 49% of the issued share capital,
comprising 24,500 B ordinary shares of £1 each, for a consideration of
£419,685.00. Such consideration will be satisfied as to £48,510.66 in cash and
as to the remaining £371,174.34 by the issue of 223,599 new MITIE shares. AC
West installs and maintains air conditioning systems for clients primarily in
the West of England. The turnover and pre-tax profits and gross assets of AC
West for the year ended 31 March 2005 were £4,702,000, £254,000 and £1,506,000
respectively.

MITIE Business Services Ltd ('MBS') - 47.78% of the issued ordinary share
capital, comprising 238,919 B ordinary shares of 1p each and 60,000 deferred
shares of £1 each, for a total maximum consideration of £6,061,377.03. Such
consideration will be satisfied as to £292,136.55 in cash and as to
£5,163,102.98 by the issue of 3,110,303 new MITIE shares at completion. The
balance of £606,137.50 of the consideration is deferred and will be paid in new
MITIE shares by 30 September 2006 subject to the attainment of certain profit
targets by MBS for the year ending 31 March 2006. MBS provides reprographic and
post-room facilities to banking, legal and commercial ventures in London, the
South East and major UK cities. The turnover, pre-tax profits and gross assets
of MBS for the year ended 31 March 2005 were £19,833,000, £2,746,000 and
£7,006,000 respectively.

MITIE Engineering Services (Retail) Ltd ('MES Retail') - 3% of the issued share
capital, comprising 3,000 B ordinary shares of £1 each, for a consideration of
£90,420. Such consideration will be satisfied as to £8,001 in cash and as to the
remaining £82,419 by the issue of 49,650 new MITIE shares. MES Retail operates
nationally providing mechanical and electrical engineering services to large
blue chip clients in the retail sector. The turnover, pre-tax profits and gross
assets of MES Retail for the year ended 31 March 2005 were £10,623,000, £523,000
and £3,247,000 respectively. 3.75% of the issued share capital of MES Retail
will still be held by minority shareholders following the purchase.

MITIE Engineering Services (Swansea) Ltd ('MES Swansea') - 45.5% of the issued
ordinary share capital, comprising 36,400 B ordinary shares of 1p each and 6,800
deferred shares of £1 each, for a total maximum consideration of £800,073. Such
consideration will be satisfied as to £25,012.18 in cash and as to £695,053.62
by the issue of 418,707 new MITIE shares at completion. The balance of
£80,007.20 of the consideration is deferred and will be paid in new MITIE shares
by 30 September 2006 subject to the attainment of certain profit targets by MES
Swansea for the year ending 31 March 2006. MES Swansea's principal activity is
the installation of electrical and mechanical services in domestic, commercial
and industrial premises in West Wales. The turnover, pre-tax profits and gross
assets of MES Swansea for the year ended 31 March 2005 were £3,659,000, £388,000
and £1,517,000 respectively.

MITIE Security (North) Ltd ('Security North') - 46.76% of the issued share
capital, comprising 110,816 B ordinary shares of £1 each, for a total maximum
consideration of £1,353,063.36. Such consideration will be satisfied as to
£150,220.98 in cash and as to £1,067,536.04 by the issue of 643,094 new MITIE
shares at completion. The balance of £135,306.34 of the consideration is
deferred and will be paid in new MITIE shares by 30 September 2006 subject to
the attainment of certain profit targets by Security North for the year ending
31 March 2006. Security North provides security manned guarding services and
technology solutions to clients in the North of England. The turnover, pre-tax
profits and gross assets of Security North for the year ended 2 April 2005 were
£9,756,000, £487,000 and £2,475,000 respectively.

MITIE Security (Scotland) Ltd ('Security Scotland') - 19.47% of the issued
ordinary share capital, comprising 27,080 B ordinary shares of 1p each, for a
consideration of £219,889.60. Such consideration will be satisfied as to
£21,064.76 in cash and as to £198,824.84 by the issue of 119,774 new MITIE
shares. Security Scotland provides security manned guarding services and
technology solutions to clients in Scotland. The turnover, pre-tax profits and
gross assets of Security Scotland for the year ended 2 April 2005 were
£2,497,000, £80,000 and £793,000 respectively.

The total maximum consideration for all seven purchases amounts to £9,420,301.99
satisfied at completion as to £576,452.75 in cash and as to the remaining
£8,022,398.20 by the issue of 4,832,770 new ordinary shares of 2.5p each in
MITIE ('the New MITIE Shares'), valued at 166p per share (being the closing
market price per MITIE share on 11 August 2005, determined as per each company's
Shareholders' Agreement). The balance of £821,451.04 of the consideration is
deferred and will be paid in new MITIE shares by 30 September 2006 subject to
the attainment of specified profit targets by relevant companies.

As a result of these acquisitions, MITIE will own 100% of the issued share
capital of AC West, MBS, MES Swansea, Security North and Security Scotland, 90%
of AC Wales and 96.25% of MES Retail.

Application will be made shortly to the UK Listing Authority and the London
Stock Exchange plc for the New MITIE Shares to be admitted to the Official List.
The New MITIE Shares will rank pari passu with the existing ordinary shares,
save that they will not be entitled to participate in dividends declared in
relation to the year ended 31 March 2005 and that they cannot be transferred for
a period of 2 years from 24 August 2005. It is expected that admission of the
New MITIE Shares to the Official List will become effective on 31 August 2005.

As a result of the acquisition of MBS, Ruby McGregor-Smith, a director of MITIE,
acquired 48,141 new MITIE shares, representing 0.02% of the issued share capital
of MITIE. Mrs McGregor-Smith now has a total holding of 57,494 ordinary shares
of 2.5p each in MITIE, representing 0.02% of the issued share capital of MITIE.
This notification relates to a transaction notified in accordance with
Disclosure Rule 3.1.4R and a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985.

For further information please contact:

Ian Stewart
Chief Executive
MITIE Group PLC
Tel: [phone]
Mobile: [phone]

Ruby McGregor-Smith
Group Finance Director
MITIE Group PLC
Tel: [phone]
Mobile: [phone]

John Telling
Head of Corporate Affairs
MITIE Group PLC
Tel: [phone]
Mobile: [phone]

24 August 2005






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