Acquisition

Spice Holdings PLC
16 June 2006

                                                                    16 June 2006

 ACQUISITION OF INENCO HOLDINGS LIMITED AND ADDITION OF NEW BANKING FACILITIES

Spice Holdings plc ('Spice' or the 'Group') is pleased to announce the
acquisition of Inenco Holdings Limited ('Inenco') for a total consideration of
up to £11.8 million.


Inenco is one of the leading energy management businesses in the United Kingdom,
is based in Lancashire and operates in three key business areas; cost control;
consultancy; and fuel cards.  Through its cost control operation, Inenco
provides a range of services including the procurement (acting as agent for its
clients) of gas, electricity, and telecoms services and the validation of
utility bills on behalf of blue-chip commercial and industrial clients.  Inenco
acquires gas and electricity worth approximately £600 million each year on
behalf of its clients.  Inenco's consultancy arm assists clients with reviewing
energy usage and efficiency to achieve cost savings and on their compliance with
relevant legislation (for example the Climate Change Levy). The Consultancy
operation also provides environmental consultancy services and the design and
management of environmental control systems.  Inenco also acquires diesel for
clients and arranges diesel fuel card and other services for a range of
businesses.


Of the total consideration, £9.0 million (the 'Initial Consideration') will be
paid at completion with up to £2.8 million payable (the 'Additional
Consideration') on an earn out basis subject to the performance of Inenco in the
period up to 31 March 2008.  The Initial Consideration is subject to adjustment
based on the working capital at completion and payment will be made for cash
balances, though there will be a total cap on the maximum total consideration
(including the Initial Consideration, the Additional Consideration, the working
capital adjustment and the payment for cash balances) of £13.7 million.  All of
the consideration will be settled by the issue of bank guaranteed loan notes.
The guarantee is provided by HSBC through an addition to existing banking
facilities, which are now increased from £30 million to £60 million.  The loan
notes in respect of the Initial Consideration, working capital adjustments and
cash balances will be redeemable from 16 December 2006 at the option of the
vendors.


Inenco will form part of Spice's Commercial Services Division alongside Circle
Britannia, ServiceLine and Breval.


Inenco has been established for over 30 years and is wholly owned by its
directors and employees.  All five of the directors of the business will be
remaining with the business following the acquisition.  Inenco employs
approximately 130 people and has strong relationships with all of the energy
supply businesses in the United Kingdom


The consolidated audited accounts of Inenco for the year ended 31 March 2006
show turnover of £12.9 million and operating profits (after adjusting for
non-recurring employment costs and negative goodwill credited to the profit and
loss account) of £1.3 million.  Net assets of Inenco at 31 March 2006 were £2.1
million (including cash balances).  The Initial Consideration of £9.0 million
payable at completion represents a multiple of 2006 adjusted operating profits
of 6.9 times; the aggregate of the Initial Consideration and the Additional
Consideration represents a multiple of 9 times 2006 adjusted operating profit.


Simon Rigby, Chief Executive of Spice Holdings, said:


'It has been a key part of our strategy to develop an energy management
operation.  The drive to manage energy consumption has both a cost and
compliance element - efficient use and procurement of energy will yield an
economic benefit but the legal and moral need to be compliant with various
regulations is equally strong.  We believe Inenco is one of the few businesses
in the United Kingdom able to provide all those aspects of energy management.
We have supplied some 20 per cent of Inenco's specialist meter installations for
many years and, since the establishment of our Commercial Services Division,
have been working in partnership with Inenco on several joint projects.


This is an earnings enhancing acquisition in its own right in the current
financial year and, as part of our Commercial Services Division, there are
considerable opportunities for us to cross sell Inenco's services to our
existing clients where we see real demand for energy management as part of our
overall service (for example, we currently look after 500 private electricity
networks in our Utilities Services Division.  In renewable energy for instance,
we are already a leading connector of windfarms to the electricity network -
Inenco brings additional skills in feasibility studies for identifying suitable
sites for those windfarms.  Inenco's clients include leading commercial and
industrial businesses and there is little overlap with our existing client base'


Nigel Withey, Managing Director of Inenco, said:


'As part of the Spice group we see great opportunity to develop Inenco's client
base and to be able to offer to our own client base the ability now not only to
advise on energy management but also to deliver a range of services to implement
that advice, from specialist heating, ventilation and air conditioning and
electrical maintenance skills through to water and electric meter installation.
We are delighted to be joining Spice and look forward to the future.'

                                   ...Ends...


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

Financial Dynamics Limited                                   Tel:  [phone]

Billy Clegg

Sally Lewis


www.spiceplc.com

www.inenco.co.uk


NOTES TO EDITORS


Spice Holdings plc


Spice is a support services business operating in the utilities and facilities
management 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, the
public sector and commercial facilities management. Spice's businesses have a
common theme of delivering and co-ordinating infrastructure services to
customers, and the technological element within the product mix has been built
up significantly over the course of the last three years.


Circle Britannia and Serviceline


Circle Britannia is a provider of outsourced facilities services to corporate
clients and reinstatement services for  major insurers.


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.



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