Statement re Capcon Holdings

RNS Number:2379A
Christie Group PLC
22 March 2006


                               Christie Group plc
                   Offer to acquire the Audit and Stocktaking
       and the Commercial Investigations Divisions of Capcon Holdings plc

Christie Group plc ("Christie") notes the announcement made today by Capcon
Holdings plc ("Capcon") in relation to the proposals set out in the Circular
sent to Capcon Shareholders on 3 March 2006 (the "Circular").

The Circular states that in the event that the proposals are not approved by
Capcon shareholders that "it is unlikely that the (Capcon) Group would be able
to meet its financial obligations as and when they fall due and may therefore be
unable to trade unless alternative financing arrangements were made available".

Against this background, Christie confirms that on 10 March 2006 it submitted a
legally binding alternative offer to Capcon to purchase the businesses and
assets (and to assume certain liabilities) of the Capcon Audit and Stocktaking
and the Commercial Investigations Divisions (the "Audit and Investigations
Businesses") (the "Christie Offer").

The offer to acquire the Audit and Investigations Businesses as currently
proposed in the Circular is an offer from Lakesong Trading Limited ("Lakesong")
which is a company that has been formed, and is owned, by Mr Ken Dulieu and Mr
Clifford Cavender, both directors of Capcon, for the purpose of purchasing the
Audit and Investigations Businesses for #400,000 for the assets and goodwill of
the Audit and Investigations Businesses plus a further #300,000 for the work in
progress (the "Lakesong Offer").

The Christie Offer is to make this purchase through a wholly owned subsidiary of
Christie on exactly the same terms as the Lakesong Offer and under a contract
and timetable identical to that which is proposed to be entered into with
Lakesong save that the cash sum of #700,000 payable at completion will be
increased to #1.0 million. Christie confirms that it proposes to meet this
consideration in cash from its own resources and is able to do so immediately.
Christie confirms that the Christie Offer is fully funded and without further
conditions.

The Christie Offer was submitted on 10 March 2006 but was rejected by the board
of Capcon in a letter dated 14 March 2006. Christie responded to Capcon Board on
17 March 2006 and confirmed that the Christie Offer has been renewed and remains
open for acceptance.

Furthermore, Christie informed the board of Capcon that it was prepared to
improve the Christie Offer, should Capcon make available up-to-date information
on the businesses, assets and liabilities of the Audit and Investigations
Businesses. To date, no such information has been provided to Christie.

The Christie Board notes from the Circular that the Capcon Board

   *"believes that (following a sale of the Audit and Investigations
    Businesses) the opportunities for growth of the remaining Commercial
    Investigation Service divisions of the (Capcon) Group may benefit from the
    increased focus that they will inevitably receive after the proposed sale";
    and


   *"intend(s) following such sale to develop the remaining business in
    Capcon and firmly believes that the investigation and risk management
    services will increase in demand in response to the growing awareness and
    reaction throughout the developed world to threats of damage to business
    from major fraud. The (Capcon) Directors believe that in these circumstances
    the strengthened remaining business will be an attractive base for further
    development...".

Christie is a substantial professional business services group serving the
Leisure, Retail and Care Sectors, with revenues in the year to December 2004 of
#70.0 million and profits before tax of #5.2 million (being Christie's last
published audited accounts).

Christie has confirmed in its legally binding offer that it will undertake the
same commitment as Lakesong to increase the opportunities for
cross-fertilisation between the Audit and Investigations Businesses and the
Capcon Group. In addition, the Christie Board believes that further
opportunities would arise from across the six principal trading subsidiaries
comprising the Christie Group.

In the opinion of the Christie Board the Christie Offer provides the opportunity
of enhanced career prospects for Capcon employees.

The Christie Offer avoids the prospect for Capcon shareholders of suffering
significant dilution following the full conversion of the Convertible Loan
Stock, such that their current shareholding would represent only 38.8 per cent
of the enlarged ordinary issued share capital of Capcon, as envisaged by the
Circular.

The Christie Offer provides at least #0.3 million additional cash to Capcon to
enable it retained business to pursue its stated objectives for the retained
business.

Christie has recently acquired 1,522,500 Capcon ordinary shares, representing a
14.99 per cent. shareholding in Capcon and announces that it intends to vote
against the resolutions 1 to 4 relating to the constitution of the Convertible
Loan Notes to be considered at the EGM and against the disposal to Lakesong..

In addition Christie intends to propose that the meeting consider and vote on
the Christie Offer, as representing greater value to Capcon Shareholders than
the Lakesong Offer and will propose an amendment approving the immediate
disposal of the Audit and Investigations Businesses to Christie. Christie
confirms that it is able to complete this acquisition immediately and without
further condition.

22 March 2006

Enquiries:

Christie Group plc

David Rugg            Chief Executive
Robert Zenker         Finance Director

020 7227 0707

Charles Stanley Securities

Philip Davies

020 7953 2000




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

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