Acquisition and Placing

Millfield Group PLC
10 September 2001

10 September 2001

Millfield Group plc ('Millfield')

ACQUISITION AND PLACING

Millfield Group plc ('Millfield'), the AIM-listed national independent
financial advisory company, today announces that it has conditionally agreed
to acquire IFA firm HFP Holdings Limited ('Heritage') for a total cost of up
to £10 million including up to £630,000 deferred consideration.

Heritage, founded in 1997, operates from 12 locations predominantly across the
north of England with over 135 registered advisers. The Directors of Millfield
believe Heritage represents an excellent fit with Millfield, both culturally
and geographically, and the acquisition substantially accelerates Millfield's
business plan. The vendors of Heritage are its management, founders,
registered advisers and GMB Midlands & East Coast and GMB Northern, regions of
GMB, one of the UK's largest unions. As with Millfield, because of its recent
formation, Heritage has no cases arising from the pensions mis-selling review.

The acquisition delivers significant benefits to Millfield including:


  * The creation of a truly national IFA with 20 offices and 4 satellite
    locations across England, Scotland and Northern Ireland

  * More than doubling Millfield's current registered advisers to
    approximately 270 (an increase of around 135%)

  * The addition of about 10,000 clients to Millfield's current client base

  * Substantial increase in scale and turnover

Commenting on the acquisition, Paul Tebbutt, Chief Executive of Millfield,
said:

'We are delighted that the team at Heritage has agreed to join Millfield at
this exciting stage of our development. This acquisition significantly
increases our presence across the length and breadth of the UK. In line with
our business plan, our mission has always been to create security and wealth
for each of our clients, IFAs and employees and I am confident that the
combined entities will create one of the most powerful providers of quality,
independent advice across the UK. Our objective now will be to focus on
maximising the full potential of our combined businesses to deliver strong
returns for our shareholders.'

Nick Bilton, Joint Managing Director of Heritage, added:

'Millfield has a similar culture to that of ourselves and I am confident that
all those associated with Heritage will benefit from being part of a highly
professional independent financial advisory company.'


Heritage will operate under the name Millfield Heritage from 17 September
2001.

The initial consideration for the acquisition is being satisfied by the issue
to the vendors of 7.496 million new ordinary shares in Millfield, 3.596
million of which ('the Consideration Placing Shares'), Millfield's broker,
Collins Stewart has agreed to place on behalf of the vendors with
institutional investors at 125p per share ('the Consideration Placing'). The
deferred consideration (if payable) will be satisfied by a mixture of new
ordinary shares in Millfield and cash.

In addition, Collins Stewart has agreed to place with institutional investors
a further 2.356 million new ordinary shares in Millfield ('the Cash Placing
Shares') at 125p per share, raising approximately £2.8 million (net of
expenses) ('the Cash Placing') to provide additional working capital and to
fund the initial development of Millfield's employee benefits business which
will complement the financial advisory services Millfield offers to corporate
clients. Both the Consideration Placing and the Cash Placing (together 'the
Placing') are underwritten by Collins Stewart.

In the seven months to 31 July 2001, Heritage recorded unaudited turnover of £
3.2 million (year ended 31 December 2000, audited: £2.8 million) and,
reflecting the costs incurred in growing the business, incurred an unaudited
operating loss of £170,000 (year ended 31 December 2000, audited: operating
loss of £152,000). The unaudited net assets of Heritage as at 31 July 2001
amounted to £157,000, adjusting for liabilities to be settled out of the
consideration for the acquisition.

As mentioned above, part of the proceeds of the Placing is to fund the initial
development of Millfield's employee benefits business, which represents an
addition to the plan Millfield set out at the time of its flotation. Millfield
believes that companies will increasingly look at providing effective employee
benefits to protect existing employees and also help to attract new employees
to their companies. These benefits include pension planning, life assurance
cover, permanent health cover, critical illness cover and private medical
insurance. Independent advice is essential if companies are to select the
schemes that best suit their circumstances.

The ordinary shares in Millfield being issued to the vendors of Heritage,
excluding the Consideration Placing Shares, are subject to lock-in
arrangements in favour of Millfield, of the same structure and lock-in dates
as the shares in Millfield held by its Directors and IFAs at the time of its
flotation in March of this year. Darrell Smith and Nick Bilton, the joint
Managing Directors of Heritage, will have rolling 12-months' service
contracts.

The Placing is, inter alia, conditional on completion of the acquisition and
admission of the Placing Shares to trading on the Alternative Investment
Market ('AIM') of the London Stock Exchange which is expected to take place on
1 October 2001. Further announcements regarding the acquisition and issue of
shares will be made in due course.





Enquiries to:

Paul Tebbutt, Chief Executive/Harry Roome, Finance Director Tel: [phone]

Millfield Group plc

Emma Kane, Chief Executive      Tel: [phone]

Redleaf Communications Ltd      Mob: [phone]

Richard Clarke, Partner         Tel: [phone]

KPMG Corporate Finance

This announcement has been approved by Collins Stewart Limited solely for the
purposes of section 57 of the Financial Services Act 1986. Collins Stewart
Limited, which is regulated by The Securities and Futures Authority Limited,
is acting for the Company and for no other person and will not be responsible
to any person other than the Company for providing the protections afforded to
customers of Collins Stewart Limited.

Notes to Editors:

About the Acquisition


  * The acquisition is conditional, inter alia, on at least 85% of
    Heritage's registered advisers (either by turnover they produce or by
    number) transferring to Millfield following the regulatory appointment
    process.

  * From the proceeds of the Cash Placing, £1.87 million is to be deducted
    in respect of certain liabilities of Heritage for which the vendors of
    Heritage have agreed to be responsible.

  * £500,000 of the deferred consideration is dependent upon Heritage
    meeting certain turnover targets and will be satisfied by the issue of
    further new ordinary shares in Millfield at 125p per share.

  * £130,000 of the deferred consideration is dependent upon certain
    specific liabilities of Heritage either being extinguished or reduced and
    will be satisfied by cash.

About Heritage


  * Heritage was founded in October 1997 by Nick Bilton and Darrell Smith

  * Heritage currently employs over 30 members of staff including directors
    and has over 135 registered advisers (as at 5th September 2001)

  * Heritage operates from offices in Nottingham, Edinburgh, Doncaster,
    Brighton, Newcastle, Bolton, Chesterfield, Birmingham and satellite
    locations in Carlisle, Aberdeen, Durham and Reading.

About Millfield


  * Millfield was founded in March 1998 and is one of the fastest growing
    independent financial advisory companies in the UK.

  * Millfield Group plc floated on the Alternative Investment Market ('AIM')
    of the London Stock Exchange on 1 March 2001 raising £16.6m net of
    expenses.

  * Prior to the acquisition, Millfield operated from 12 locations -
    Belfast, Birmingham, Head Office in Croydon, Edinburgh, Kilmarnock, London
    City, London West End (opening end of September 2001), Ringwood,
    Sheffield, Slough, West Byfleet, and Westerham.

  * Millfield was recently placed Second in the IFA Professional Development
    Award and Third in the Best Corporate IFA in the Money Marketing Financial
    Services Awards 2001. A Millfield Adviser also won Sales Professional of
    the Year, Financial Services in the National Sales Awards - the second
    year in a row that a Millfield Adviser has won this award.

  * Further information is available on the Millfield's website:
    www.millfield-partnership.co.uk

End