Acquisition & Placing

Spice Holdings PLC
05 September 2005


                     ACQUISITION AND CONDITIONAL PLACING

Spice Holdings plc ('Spice' or the 'Company') is pleased to announce the
acquisition of Circle Britannia Limited ('Circle Britannia') and ServiceLine
(Nationwide) Limited ('ServiceLine') for an aggregate consideration of £15.0
million (the 'Acquisition') and the conditional placing by KBC Peel Hunt Ltd of
7,009,346 new ordinary shares of 10 pence each in the Company at a price of 214
pence per new ordinary share (the 'Placing Shares') with institutional and other
investors to raise approximately £15.0 million - approximately £14.5 million
after expenses - (the 'Placing'). KBC Peel Hunt has also conditionally placed
with institutional and other investors 586,144 existing ordinary shares on
behalf of certain shareholders in the Company at a price per existing ordinary
share of 214 pence. The Placing has been fully underwritten by KBC Peel Hunt
Ltd.

Key points:

*  Acquisition of two profitable, nationwide, commercial facilities
   management businesses - Circle Britannia and ServiceLine - for £15.0
   million, funded through bank debt

*  Acquisition moves Spice into new sector, which the Directors believe is
   fast growing, offers significant future potential and provides the Group
   with excellent cross selling opportunities

*  Circle Britannia and ServiceLine had an aggregated operating profit
   before interest, tax and amortisation of £1.5 million in the year to 31
   January 2005

*  Conditional placing of 7,009,346 million new ordinary shares of 10 pence
   each at 214 pence per share to raise approximately £15.0 million

*  Placing funds, after expenses, will be used to re-pay draw-down on the
   Company's bank debt facilities in order to maintain acquisition funding
   credit facilities

*  Admission to trading on AIM of the Placing Shares is expected to take
   place on 7 September 2005

Circle Britannia

Circle Britannia is a provider of outsourced facilities services to corporate
clients and reinstatement services for major insurers. The business is split
into three divisions:

      -  the reactive division provides planned and reactive Mechanical &
         Electrical ('M&E') and fabric maintenance services;
      
      -  the small works division was created due to the demand of a number of
         its clients to perform small project based works, which are not day to 
         day repairs; and
      
      -  the claims division deals with the management of insurance claims on
         behalf of major insurance companies.

Major customers of Circle Britannia include Norwich Union, Starbucks,
Waterstone's and Dixons. Circle Britannia generated revenues of approximately
£16.2 million in the year to 31 January 2005 and had net assets of approximately
£1.3 million.

ServiceLine

ServiceLine provides outsourced maintenance helpdesk services delivered either
as part of an integrated facilities management service, incorporating Circle
Britannia's facilities service operation, or as a stand alone service managing
client's existing suppliers. Major customers of ServiceLine include Starbucks
and Waterstone's. ServiceLine generated revenues of approximately £1.0 million
in the year to 31 January 2005 and had net assets of approximately £0.4 million.

Together, the businesses had an aggregated operating profit before interest, tax
and amortisation ('EBITA') of £1.5 million in the year to 31 January 2005. The
consideration represents a multiple of 9.5 times the aggregated statutory
operating profits for the year to 31 January 2005.

Rationale for the Acquisition

As part of the Company's strategy to continue its development through organic
growth and acquisition opportunities, the Acquisition provides Spice with a
bridgehead into the commercial facilities management sector via the acquisition
of two profitable businesses. The Directors believe that this is a fast growing
sector with significant future potential and believe that, as part of the
enlarged Spice group, both Circle Britannia and ServiceLine will more readily be
able to grow and take advantage of their position in the sector.

Through the Acquisition, Spice will add a number of high profile clients to its
client base, including Norwich Union and Starbucks. The addition of such clients
to Spice's client base presents an excellent opportunity to cross sell the
Company's other services to these large corporates. The Directors also believe
that the addition of Circle Britannia and ServiceLine to the Spice group of
companies will provide opportunities to offer facilities management services to
its existing client base.

The Acquisition

The consideration for the Acquisition, equal to £15.0 million plus associated
acquisition costs and a payment of £0.3 million representing the estimated
excess of working capital at completion over agreed normal working capital, has
been funded today from the Company's existing bank facilities. In order to
maintain the Company's current levels of debt facilities at pre-Acquisition
levels, thereby preserving its acquisition funding credit facilities, the
Placing has been undertaken to re-pay the draw-down on the Company's facilities.

The Placing

Under the terms of the Placing, 7,009,346 million new ordinary shares have been
conditionally placed at a price of 214 pence each. Application has been made to
London Stock Exchange plc for the admission of those shares to trading on AIM
('Admission'). Admission to AIM of the Placing Shares is expected to take place
on 7 September 2005.

A Placing of 586,144 existing ordinary shares of 10p each is also being
undertaken under which John Taylor and Carl Chambers, both Directors of Spice
are selling 10,000 and 100,000 shares respectively.

Completion of the Placing is subject only to Admission and the placing and
underwriting agreement entered into between, inter alios the Company and KBC
Peel Hunt Ltd becoming unconditional in all other respects. The Placing Shares
will rank pari passu in all respects with the existing issued ordinary shares in
Spice (including the right to receive all dividends and other distributions
declared thereon following Admission). The Placing Shares will not be entitled
to the final dividend which was declared on 21 July 2005 and which will be paid
on 20 September 2005 to shareholders on the register of members on 9 September
2005.

Simon Rigby, Chief Executive Officer, said: 'We have stated our desire to find a
suitable acquisition in this sector and believe that the acquisition of Circle
Britannia and ServiceLine represents a one-off opportunity to buy a profitable
commercial facilities management business which operates on a truly nationwide
basis. Furthermore, the activities of Circle Britannia and ServiceLine have many
similarities to those carried out by our Electricity Services Division, which
maintains and renews both electrical and building infrastructure within the
utility sector. The Board believes that Circle Britannia and ServiceLine will be
a valuable addition to the Group, enabling us to extend further our capabilities
in this area.

'We are particularly pleased that Lawrence Green, who founded Circle Britannia
and ServiceLine, and his senior management team are joining the Group. They are
highly regarded in this sector. Their addition to the Spice team will enable us
to grow the Group's activities in a new market place, whilst continuing to
maintain excellent standards of service amongst our existing clients.'

 
For further information, please contact:

Spice Holdings plc                                           Tel: [phone]
Simon Rigby, Chief Executive Officer
Oliver Lightowlers, Group Finance Director
Carl Chambers, Corporate Development Director

Rawlings Financial PR Limited                                Tel: [phone]
John Rawlings
Catriona Valentine

KBC Peel Hunt Ltd                                            Tel: [phone]
Simon Hayes
Matt Goode


NOTES TO EDITORS

Spice Holdings plc

Spice is a support services business operating predominantly in the utilities
sector. The Group's operations were founded in 1996 and have their origins in
the electricity industry, though the range of activities has since been expanded
into the water sector, niche telecommunications services and the public sector.
Spice's businesses have a common theme of delivering and coordinating
infrastructure services to customers (typically in regulated industries), and
the technological element within the product mix has been built up significantly
over the course of the last three years.



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