Offer for Quantica plc

24th Aug 2007 13:24

Berkeley Scott Group Plc24 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL 24 August 2007 Recommended Cash Offer by Berkeley Scott Group plc to acquire the entire issued and to be issued share capital of Quantica plc Summary • The boards of Berkeley Scott and Quantica are pleased to announce that Berkeley Scott and Quantica have reached agreement on the terms of a recommended cash offer, accompanied by an Equity Alternative, to be made by Berkeley Scott, to acquire the entire issued and to be issued share capital of Quantica. • The Offer, which has unanimously been recommended by the Quantica Directors, will be made on the basis of 47.5 pence in cash for each Quantica Share, representing a premium of approximately 14.5 per cent. over the Closing Price of 41.5 pence per Quantica Share on 20 July 2007, being the last business day prior to the commencement of the Offer Period. • The Offer values the entire issued and to be issued share capital of Quantica at approximately £28.3 million. • Quantica Shareholders who validly accept the Offer may elect for the Equity Alternative in respect of some or all of their holdings of Quantica Shares which allows them to receive New Berkeley Scott Shares in lieu of a corresponding part of the cash consideration to which they would otherwise be entitled under the basic terms of the Offer. The Equity Alternative is made on the basis of 19 New Berkeley Scott Shares for every 16 Quantica Shares held. • Berkeley Scott has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of 36,665,414 Quantica Shares representing approximately 61.4 per cent. of the existing issued share capital of Quantica and to elect for the Equity Alternative in respect of 28,764,693 Quantica Shares, representing approximately 48.2 per cent. of the existing ordinary share capital of Quantica. • In view of Quantica's size, the Acquisition constitutes a reverse takeover for Berkeley Scott under Rule 14 of the AIM Rules and is therefore conditional on, inter alia, the approval of the Acquisition by Berkeley Scott Shareholders at an extraordinary general meeting to be convened by Berkeley Scott. • The board of Berkeley Scott unanimously recommends that Berkeley Scott Shareholders vote in favour of the Resolutions. Berkeley Scott has received irrevocable commitments to vote in favour of the Resolutions from the Berkeley Scott Directors who hold, in total, 15,828,196 Berkeley Scott Shares, representing approximately 69.4 per cent. of the existing issued ordinary share capital of Berkeley Scott. Commenting on the Offer, Tony Reeves and John Bowmer, Co-Chairmen of BerkeleyScott, said: "When we acquired a controlling stake in Berkeley Scott in January this year westated our intention to lead a consolidation strategy within the recruitmentsector, which we continue to see as vastly fragmented with strong potential forvalue extraction. Quantica is a leading name in professional services recruitment and we haveconsidered it to be an excellent acquisition target for some time. Quantica hasan outstanding management team, with whom we look forward to working, and it isone of the companies within the recruitment sector in which we see greatestgrowth potential. This is the beginning of an exciting new phase of growth forBerkeley Scott and all the employees of the combined group." Leslie Lawson, Chairman and Chief Executive of Quantica, commented: "The Offer has received the unanimous recommendation of the Quantica Board,which has been considering for some time how best to maximise shareholder value.The Offer enables Quantica Shareholders to realise their investment at areasonable premium or maintain an investment in the Enlarged Group. We believethat Berkeley Scott's plans for the development of the combined businesses willbenefit our customers and enhance the career opportunities of our employees." This summary should be read in conjunction with the full text of the attachedannouncement. The Offer will be subject to the conditions set out in Appendix 1to the attached announcement and the full conditions and further terms whichwill be set out in the Offer Document and the Form of Acceptance, which will bedespatched to Quantica Shareholders today. Appendix 2 contains the sources and bases of information used in the attachedannouncement and details of the irrevocable undertakings to accept the Offerreceived by Berkeley Scott. Appendix 3 contains the definitions of certain expressions used in this summaryand the attached announcement. Enquiries: Berkeley Scott Group plcAnthony Reeves, Co-ChairmanJohn Bowmer, Co-ChairmanJohn Rose, Chief Executive OfficerWill Coker, Chief Financial OfficerTel: (01483) 414 141 Strand Partners Limited (Financial Adviser to Berkeley Scott)Simon RaggettAngela PeaceStuart FaulknerTel: (020) 7409 3494 Daniel Stewart & Company Plc (Nominated Adviser and Broker to Berkeley Scott)Alastair CadePaul ShackletonTel: (020) 7776 6550 Brunswick Group LLP (Public Relations Adviser to Berkeley Scott)James HoganHelen BarnesCharlotte KenyonTel: (020) 7404 5959 Quantica plcLeslie Lawson, Chairman and Chief ExecutiveRobert Turner, Finance DirectorTel: (01422) 310 088 Landsbanki Securities (UK) Limited (Financial Adviser, Nominated Adviser andBroker to Quantica)James Wellesley WesleyCalvin ManTel: (020) 7426 9000 Strand Partners Limited, which is regulated in the UK by the Financial ServicesAuthority, is acting as financial adviser exclusively for Berkeley Scott and noone else in connection with the Offer and will not be responsible to anyoneother than Berkeley Scott for providing the protections afforded to customers ofStrand Partners nor for giving advice in relation to the Offer or in relation tothe contents of this document or any transaction or arrangement referred toherein. Landsbanki Securities (UK) Limited, which is regulated in the UK by theFinancial Services Authority, is acting as financial adviser exclusively forQuantica and no one else in connection with the Offer and will not beresponsible to anyone other than Quantica for providing the protections affordedto customers of Landsbanki nor for giving advice in relation to the Offer or inrelation to the contents of this document or any transaction or arrangementreferred to herein. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THESOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THESOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANYSALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT INANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADESOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYINGTHE OFFER DOCUMENT. ANY ACCEPTANCE OF OR OTHER RESPONSE TO THE OFFER SHOULD BEMADE ONLY ON THE BASIS OF THE INFORMATION IN SUCH DOCUMENTS AND THE PROSPECTUSWHICH BERKELEY SCOTT INTENDS TO DESPATCH TODAY TO QUANTICA SHAREHOLDERS AND, FORINFORMATION ONLY, TO THE QUANTICA SHARE OPTION HOLDERS. The availability of the Offer to persons who are citizens or residents ofjurisdictions outside the United Kingdom may be affected by the laws of theirrelevant jurisdiction. Such persons should inform themselves of, and observe,any applicable legal or regulatory requirements of their jurisdiction. Furtherdetails in relation to overseas shareholders will be contained in the OfferDocument. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Berkeley Scott has prepared the Prospectus which contains financial and otherinformation on Berkeley Scott and the New Berkeley Scott Shares to be issued inconnection with the Offer, which will be despatched to Quantica Shareholders andBerkeley Scott Shareholders today. In addition, Berkeley Scott has prepared theCircular which will be sent to Berkeley Scott Shareholders today in connectionwith approval of the Acquisition by Berkeley Scott Shareholders. The Berkeley Scott Directors accept responsibility for the information containedin this summary and the attached announcement other than information relating tothe Quantica Group, the Quantica Directors and their immediate families, relatedtrusts and other connected persons. To the best of the knowledge and belief ofthe Berkeley Scott Directors (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this summary and the attachedannouncement for which they accept responsibility is in accordance with thefacts and does not omit anything likely to affect the import of suchinformation. The Quantica Directors accept responsibility for the information in this summaryand the attached announcement relating to the Quantica Group, the QuanticaDirectors and their immediate families, related trusts and other connectedpersons. This summary and the attached announcement have been prepared for the purposesof complying with English law, the Code and the AIM Rules and informationdisclosed may not be the same as that which would have been disclosed if thissummary and the attached announcement had been prepared in accordance with thelaws of jurisdictions outside England. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the Code. This announcement, including information included or incorporated by referencein this announcement, contains "forward-looking statements" concerning BerkeleyScott and Quantica. Often but not always, forward-looking information statements can be identifiedby the use of words such as "plans", "expects", "is expected", "budget","scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes",or variations (including negative variations) of such words and phrases, orstate that certain actions, events or results "may", "could", "should", "would","might", "will" or "continue to" be taken, occur or be achieved. Forward-lookingstatements involve known and unknown risks, uncertainties and other factorswhich may cause the actual results, performance or achievements of BerkeleyScott, Quantica and/or their subsidiaries to be materially different from anyfuture results, performance or achievements expressed or implied by theforward-looking statements. The factors that may affect the forward-lookinginformation should be considered carefully and readers should not place unduereliance on such forward-looking information. Although Berkeley Scott hasattempted to identify important factors that could cause actual actions, eventsor results to differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events or results todiffer from those anticipated, estimated or intended. Forward-looking statements contained in this announcement in respect of BerkeleyScott and Quantica are made as of the date of this document based on theopinions and estimates of management. Subject to requirements to update underany applicable regulation or law, Berkeley Scott disclaims any obligation toupdate any forward-looking statements, whether as a result of new information,estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to beaccurate, as actual results and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not place unduereliance on forward-looking statements. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Quantica or Berkeley Scott, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Quantica or Berkeley Scott, they will bedeemed to be a single person for the purpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Quantica or Berkeley Scott by Berkeley Scott or Quantica, or byany of their respective "associates" (within the meaning of the Code), must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult with the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on the telephone number +44 (0)20 7382 9026; or the fax number +44 (0) 20 7236 7005. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL 24 August 2007 Recommended Cash Offer by Berkeley Scott Group plc to acquire the entire issued and to be issued share capital of Quantica plc 1. Introduction The boards of Berkeley Scott and Quantica are pleased to announce that BerkeleyScott and Quantica have reached agreement on the terms of a recommended cashoffer, accompanied by the Equity Alternative, to be made by Berkeley Scott, toacquire the entire issued and to be issued share capital of Quantica. The Offervalues the entire issued and to be issued share capital of Quantica atapproximately £28.3 million. 2. Recommendation The Quantica Directors, who have been so advised by Landsbanki, Quantica'sfinancial adviser, unanimously consider the terms of the Offer to be fair andreasonable and unanimously recommend that Quantica Shareholders accept the Offeras they have irrevocably undertaken to do, or procure to be done, in respect oftheir own holdings of, in aggregate 2,780,606 Quantica Shares representingapproximately 4.7 per cent. of the issued share capital of Quantica. Inproviding advice to the Quantica Directors, Landsbanki has taken into accountthe commercial assessments of the Quantica Directors. 3. The Offer The Offer, which will be on the terms and subject to the conditions set out orreferred to in Appendix 1 to this announcement and in the Form of Acceptance,will be made on the following basis: for each Quantica Share 47.5 pence in cash The Offer: • values the entire issued and to be issued share capital of Quantica at approximately £28.3 million; and • represents a premium of approximately 14.5 per cent. over the Closing Price of 41.5 pence per Quantica Share on 20 July 2007, being the last business day prior to the commencement of the Offer Period. Quantica Shares will be acquired fully paid and free from all liens, charges,equitable interests, encumbrances, rights of pre-emption and other third partyrights or interests and together with all rights attaching thereto, including,without limitation, the right to receive all dividends and other distributions(if any) announced, declared, made or paid after the date of the Offer Document. In view of Quantica's size, the Acquisition constitutes a reverse takeover forBerkeley Scott under Rule 14 of the AIM Rules and is therefore conditional on,inter alia, the approval of the Acquisition by Berkeley Scott Shareholders at anextraordinary general meeting to be convened by Berkeley Scott and onre-admission of the Existing Berkeley Scott Shares to trading on AIM. The boardof Berkeley Scott unanimously recommends that Berkeley Scott Shareholders votein favour of the Resolutions. Berkeley Scott has received irrevocablecommitments to vote in favour of the Resolutions from the Berkeley ScottDirectors who hold, in total, 15,828,196 Berkeley Scott Shares, representingapproximately 69.4 per cent. of the existing issued ordinary share capital ofBerkeley Scott. 4. The Equity Alternative Quantica Shareholders who validly accept the Offer may elect for the EquityAlternative in respect of some or all of their holdings of Quantica Shares whichallows them to receive New Berkeley Scott Shares in lieu of a corresponding partof the cash consideration to which they would otherwise be entitled under thebasic terms of the Offer. The Equity Alternative is made on the following basis: for every 16 Quantica Shares 19 New Berkeley Scott Shares The New Berkeley Scott Shares issued under the Offer will be credited as fullypaid and free from all liens, charges and encumbrances whatsoever and will rankpari passu with the Existing Berkeley Scott Shares including in respect of alldividends made, paid or declared after the date of the Offer Document. Fractions of New Berkeley Scott Shares will not be allotted or issued toQuantica Shareholders who validly accept the Offer and elect for the EquityAlternative but will be aggregated and sold in the market for the benefit of theEnlarged Group. The Equity Alternative is conditional upon the Offer becoming unconditional inall respects. Further details of the Equity Alternative will be set out in theOffer Document. Such details include the time period during which the EquityAlternative will remain available, circumstances in which the Equity Alternativemay be revoked, the application process, withdrawal rights, acceptanceinstructions and details of the announcement of results of the EquityAlternative. Full acceptance of the Equity Alternative (disregarding fractions and assumingno exercise of any options over Quantica Shares granted to the Quantica ShareOption Holders) would result in the issue of 70,849,413 New Berkeley ScottShares, which would represent 60.3 per cent. of the Enlarged Issued ShareCapital. Application will be made for the Existing Berkeley Scott Shares to bere-admitted, and the New Berkeley Scott Shares to be admitted, to trading onAIM. It is expected that Admission will become effective and that dealings inthe Existing Berkeley Scott Shares and the New Berkeley Scott Shares on AIM (fornormal settlement) will commence on the sixth dealing day following the day onwhich the Offer becomes or is declared unconditional in all respects. It is likely that some New Berkeley Scott Shares will be issued after theexpected date of Admission referred to above to Quantica Shareholders who do notvalidly accept the Offer before that date and, accordingly, admission of suchNew Berkeley Scott Shares to trading on AIM will become effective and dealingsin them commence on one or more subsequent dates. Dealings on AIM in New Berkeley Scott Shares issued in registered form will befor normal rolling settlement. In relation to New Berkeley Scott Shares issuedin certificated form, temporary documents of title will not be issued and,pending the despatch by post of definitive certificates for New Berkeley ScottShares transfers in accordance with the terms of the Offer will be certifiedagainst the register held by Capita Registrars. 5. Background to and reasons for the Offer The Berkeley Scott Directors have publicly indicated their intention to pursue astrategy of expansion, both organically and through the acquisition ofcomplementary recruitment consultancies aimed at enhancing Berkeley Scott'sexisting offering in key areas or enabling it to extend its market penetrationinto new and profitable niche sectors. The Berkeley Scott Directors' objective is to improve the financial performanceof Berkeley Scott and to acquire specialty, higher margin, niche recruitmentcompanies in sectors including IT, finance and accounting, legal and banking.The Berkeley Scott Directors intend, over time, to build a medium sizeddiversified recruitment group. On 1 May 2007, John Rose was appointed as GroupCEO of Berkeley Scott. John, who has over twenty years experience in thestaffing industry, was the former CEO in the UK of Hudson Highland Group, Inc.,a specialty staffing company. He is responsible for implementing changes inmanagement and strategy designed to improve the current operating performance ofBerkeley Scott Quantica has been identified as the first key acquisition, due to its strongbrand name in the market, its financial performance and its quality candidatedatabase. The Berkeley Scott Directors believe that they will be able to enhanceshareholder value through rationalisation of the Enlarged Group's cost base andimprovements in sales growth and productivity. The Berkeley Scott Directors havestrong track records of building value through acquisition and believe that,should Quantica Shareholders elect for the Equity Alternative, they will havethe opportunity to benefit from anticipated future acquisitions and organicgrowth as shareholders of the Enlarged Group. 6. Background to and reasons for recommending the Offer The Quantica Board has for some time been considering how best to optimiseshareholder value in the context of the current make-up of the Quantica Groupand Quantica's strategy to focus on recruitment for the professional sectors. The first step taken was the reorganisation of the Quantica Group, as announcedin February 2006, into an operating structure that reflected the QuanticaGroup's activities following the successful acquisition in 2005 of RK GroupLimited. The disposals of Quantica Healthcare, announced in October 2006, and ofthe training division of Quantica, announced in December 2006, representedfurther steps in Quantica's transition to become a more focused recruitmentcompany concentrating on the professional services sectors. The performance of Quantica Shares over the last 18 months, however, hasdisappointed the Quantica Directors, who believe that the considerable advancesthat have been made in enhancing the business, structure and financial strengthof the Quantica Group have not been reflected fully in Quantica's share pricenor in its relative performance against similar companies in the recruitmentsector. In addition, the Quantica Directors believe that the relativeilliquidity of trading in Quantica's shares, has acted as a drag on the marketprice of Quantica Shares. The Quantica Directors understand that a principal element of Berkeley Scott'sstrategy is growth through acquisitions and against this backdrop the QuanticaDirectors believe that the long term prospects for Quantica's business andemployees would be enhanced by being part of a group with a strategy ofexpansion and which is backed by supportive shareholders. Finally, the Offer represents an opportunity for Quantica Shareholders torealise their investment in Quantica or maintain an investment in the EnlargedGroup at a reasonable premium to the current Quantica share price. Although theQuantica Directors believe that Quantica would continue to develop were it toremain an independent company, there would be risks associated with theperformance of Quantica Shares and, therefore, the Quantica Directors cannot becertain that a share price equivalent to that envisaged under the Offer would beachieved in the near term. 7. Irrevocable undertakings Berkeley Scott has received irrevocable undertakings to accept, or procureacceptance of, the Offer from the Quantica Directors and two additional QuanticaShareholders who hold, in aggregate, 8,549,001 Quantica Shares, representingapproximately 14.3 per cent. of the existing issued share capital of Quantica.These irrevocable undertakings will lapse only in the event of the Offer lapsingor being withdrawn. The Quantica Directors and such additional QuanticaShareholders have in aggregate undertaken to elect for the Equity Alternative inrespect of 3,476,583 Quantica Shares, representing approximately 5.8 per cent.of the existing issued share capital of Quantica. In addition, Berkeley Scott has received irrevocable undertakings in respect ofan aggregate of 28,106,413 Quantica Shares from other Quantica Shareholders,representing approximately 47.1 per cent. of the existing issued share capitalof Quantica. These undertakings will lapse in the event of the Offer lapsing orbeing withdrawn or if a competing offer for Quantica is announced by a thirdparty where the value of such competing offer is, in the reasonable opinion ofStrand Partners and Landsbanki, not less than a price which (depending on theterms of the relevant undertaking) is between five and 20 per cent. higher thanthe offer price of 47.5 pence per Quantica Share. These Quantica Shareholdershave undertaken to elect for the Equity Alternative in respect of 25,288,110Quantica Shares, representing approximately 42.4 per cent. of the existingissued share capital of Quantica. In total, therefore, Berkeley Scott has received irrevocable undertakings toaccept, or procure the acceptance of, the Offer in respect of 36,655,414Quantica Shares representing approximately 61.4 per cent. of the existing issuedshare capital of Quantica and to elect for the Equity Alternative in respect of28,764,693 Quantica Shares, representing approximately 48.2 per cent. of theexisting ordinary share capital of Quantica. Irrevocable undertakings have been received from the following QuanticaShareholders: Name of Quantica Number of Percentage Number of PercentageShareholder Quantica of Quantica Shares of Shares Quantica's to elect for Quantica's held issued share Equity issued capital Alternative share capital Gartmore Investment Management 9,998,186 16.8% 9,998,186 16.8% AXA S.A. 8,289,127 13.9% 5,470,824 9.2% Progressive Asset Management 7,486,000 12.5% 7,486,000 12.5% Ennismore Fund Management 2,333,100 3.9% 2,333,100 3.9% Leslie Lawson 2,220,000 3.7% - - Robert Turner 170,211 0.3% 85,000 0.1% John Bowman 387,995 0.7% - - Michael Waterhouse 2,400 0.0% - - Richard Robinson 2,971,015 5.0% 594,203 1.0% Q Capital LLP 2,797,380 4.7% 2,797,380 4.7% Total 36,655,414 61.4% 28,764,693 48.2% 8. Information on Berkeley Scott For the year ended 30 September 2006, Berkeley Scott had total turnover of£17,976,941 (year ended 30 September 2005: £17,063,791), a loss on ordinaryactivities before taxation of £388,012 (year ended 30 September 2005: loss of£896,730) and basic loss per share of 4.5 pence (year ended 30 September 2005:loss of 10.8 pence). Total fixed assets as at 30 September 2006 were £3,139,968(year ended 30 September 2005: £3,267,530) with shareholders' equity of£1,968,992 (year ended 30 September 2005: £2,356,412). The total number of Berkeley Scott Shares in issue at 23 August 2007 (being thelast practicable date prior to this announcement) was 22,804,329. The marketcapitalisation of Berkeley Scott, based on the Closing Price of a Berkeley ScottShare on 23 August 2007 of 48.5 pence, was approximately £11.1 million. 9. Information on Quantica Quantica is a recruitment group whose shares are traded on AIM. It is focused onthe provision of permanent and contract recruitment services for theprofessional services markets. The main markets served by Quantica includefinance, technology, supply chain management, manufacturing, retail, legal, HR,sales and marketing and private equity. Quantica operates through five main brands: Quantica Technology, Quantica Search& Selection, RK Accountancy, Supply Chain Personnel and Robinson Keane Search &Selection. Quantica is headquartered in Elland, West Yorkshire. As at 31 July 2007,Quantica employed 217 people, of whom 142 were fee-earners, across 17 offices,principally located in the North and the South East of England. In October 2006, Quantica announced the disposal of Quantica Healthcare toAdvantage Healthcare Group Limited for a consideration of £4.5 million. At thesame time Quantica transferred from the Official List of the UK ListingAuthority to AIM, which the Quantica Directors believed provided a moreappropriate market for its shares given its size and strategy. On 11 December2006, Quantica announced the disposal of its training division to Carter andCarter Group plc for £12.0 million. The total number of Quantica Shares in issue as at 23 August 2007 was59,662,664. The market capitalisation of Quantica, based on the Closing Price ofa Quantica Share on 23 August 2007 of 44.75 pence (being the last practicabledate prior to this announcement), was approximately £26.7 million. For the 13 months ended 31 December 2006 Quantica generated profit before tax(before profit on disposal of businesses) of £1.9 million on revenues of £48.8million. As at 31 December 2006 Quantica had cash balances of approximately £9.1million. 10. Quantica management, employees and locations Berkeley Scott has confirmed to the Quantica Board that the existing employmentrights, including pension rights, of all the management and employees ofQuantica will be fully safeguarded. Berkeley Scott recognises that the management and employees of Quantica havebeen key to the growth of Quantica to date. Berkeley Scott intends to retain themanagement and employees of Quantica in order to continue the development andsuccess of the business as part of the Enlarged Group. Each of the Quantica Directors has entered into either a compromise agreement ora termination letter, agreeing to resign from the Quantica Board upon the Offerbecoming or being declared wholly unconditional. The executive directors ofQuantica will receive compensation packages in accordance with their contractualentitlements. It is not intended that operations will cease from any of Quantica's existinglocations at present. 11. Financing the Offer Full acceptance of the Offer, assuming that all accepting Quantica Shareholders(other than those who have irrevocably undertaken to elect for the EquityAlternative) elect to receive cash consideration rather than New Berkeley ScottShares under the Equity Alternative would result in a maximum cash considerationof approximately £14.7 million being payable by Berkeley Scott to QuanticaShareholders. Berkeley Scott will finance the maximum cash consideration partly by way of thePlacing, which requires the approval of Berkeley Scott Shareholders, and partlyby way of the Banking Facilities. Strand Partners is satisfied that sufficient cash resources are available toBerkeley Scott to satisfy in full the cash consideration payable to QuanticaShareholders under the Offer. 12. The Placing and the Banking Facilities (a) The Placing Berkeley Scott proposes to issue the Placing Shares to raise £9.6 million(before expenses) in order partially to fund the maximum cash consideration of£14.7 million payable under the Offer and the costs and expenses of the Offerand the Placing. Depending on the level of elections for the Equity Alternative,the balance (if any) will be used toward providing additional working capital tothe Enlarged Group and additional funding to exploit further acquisitionopportunities. Pursuant to the Placing Agreement, Daniel Stewart has conditionally agreed touse its reasonable endeavours to procure Placees for the Placing Shares at thePlacing price of 40 pence per Placing Share, on behalf of Berkeley Scott, fromamong institutional and other investors. The Placing has not been underwritten. The Placing is conditional, inter alia, on the passing by Berkeley ScottShareholders of the Resolutions, the Offer being declared unconditional in allrespects save as to Admission and Admission in respect of the Placing Sharesbecoming effective by no later than the tenth business day after the date onwhich the Offer is declared unconditional in all respects. Dealings in the VCT Placing Shares and the Non-VCT Placing Shares are expectedto commence on the fifth and sixth dealing days respectively following the dateon which the Offer becomes or is declared unconditional in all respects. ThePlacing Shares will be in registered form and, on Admission, will rank paripassu in all respects with the Existing Berkeley Scott Shares. Berkeley Scott expects that the VCT Placing Shares will qualify for VCT status,however no confirmation has been received from HMRC. The Berkeley ScottDirectors believe that a minor capital reconstruction of the Quanticasubsidiaries is necessary in order to achieve clearance from HMRC. The BerkeleyScott Directors will undertake this, if it has not already been undertaken byQuantica, as soon as practicable following the Offer being declared whollyunconditional. There can be no certainty that VCT status will be achieved in thefuture or that Berkeley Scott will be in a position to maintain qualifying VCTstatus in the future. The VCT Placing Shares will be admitted to trading on AIM prior to drawdown ofthe Banking Facilities. Drawdown of the Banking Facilities is intended to takeplace simultaneously with admission of the Non-VCT Placing Shares. The Berkeley Scott Directors have entered into agreements with Daniel Stewartunder which they agree (subject to certain exceptions) not to dispose of anyBerkeley Scott Shares for nine months from Admission and for 12 monthsthereafter only to dispose of such shares via Berkeley Scott's broker. (b) Banking Facilities The cash consideration payable under the Offer will be partly financed byBerkeley Scott from the Banking Facilities. It is envisaged that security overthe Quantica Group's assets will be given to the lender under these facilities.The payment of interest and principal under the Facilities Agreement will befunded by the financial resources of the Enlarged Group. 13. Current trading and prospects for the Enlarged Group Berkeley Scott Berkeley Scott has seen a period of significant and continuing organisationalrestructuring. The business is now focused on permanent recruitment, temporaryrecruitment and executive search and selection. The Solutions business has beensold. An ongoing review of costs has identified savings and priorities forfuture investment which are undergoing implementation. The business has beenstabilised with a focus on improving productivity. Additionally, the cost basehas been further rationalised. The Berkeley Scott Directors are confident as tothe future performance of the business. In addition, the Berkeley Scott Directors are optimistic as to the EnlargedGroup's prospects. In particular, they believe that there are a number ofopportunities and synergies for the Enlarged Group to exploit. These include: - increasing revenues with the Enlarged Group's existing clients; - winning new clients with the Enlarged Group's existing services; - expanding the Enlarged Group's services into new product and serviceofferings; - building increased scale and investigating geographical diversification; - minimising duplication and reducing the Enlarged Group's cost-base; and - offering the Enlarged Group's employees greater career opportunities. Quantica In the audited consolidated financial statements of Quantica for the 13 monthperiod ended 31 December 2006, Quantica reported turnover of £48.8 million(2005: £38.9 million) and a profit on ordinary activities before taxation of£7.5 million (2005: £2.6 million). As at 31 December 2005, the Quantica Grouphad net assets of £20.2 million (2005: £12.7 million). On 17 May 2007, at Quantica's Annual General Meeting, Les Lawson, Chairman andChief Executive of Quantica, made the following statement: "The Board is pleased to report that the markets in which the group operatesremain robust, as indicated at the time of our preliminary results, and ourbusinesses have continued to perform ahead of internal expectations." 14. Quantica Share Option Holders The Offer extends to any Quantica Shares which are unconditionally allotted orissued prior to the date on which the Offer closes (or by such earlier date asBerkeley Scott may, subject to the Code, determine, such earlier date not(without the consent of the Panel) being earlier than the date on which theOffer becomes unconditional as to acceptances or, if later, the First ClosingDate) as a result of the exercise of options over Quantica Shares granted byQuantica to the Quantica Share Option Holders. 15. Berkeley Scott Shareholders' approval The Offer is conditional upon, inter alia, approval by Berkeley ScottShareholders of the Resolutions. Berkeley Scott will shortly despatch theCircular to its shareholders convening the EGM for that purpose. At the Extraordinary General Meeting, the Resolutions will be proposed asfollows: (1) To approve the Offer by Berkeley Scott for the entire issued and to be issued share capital of Quantica; (2) To increase the authorised share capital of Berkeley Scott; (3) To authorise the Berkeley Scott Directors to allot relevant securities; and (4) To disapply shareholders' statutory pre-emption rights in connection with the proposed issue of relevant securities. As the Acquisition constitutes a reverse takeover, the approval of BerkeleyScott Shareholders, as set out in Resolution 1, is required under the AIM Rules. Berkeley Scott has received irrevocable undertakings from each of the BerkeleyScott Directors to vote in favour of the Resolutions in respect of theiraggregate beneficial holdings of 15,828,196 Berkeley Scott Shares (representingin aggregate approximately 69.4 per cent. of the existing issued share capitalof Berkeley Scott). The Berkeley Scott Directors consider the terms of the Offer to be fair andreasonable as regards existing Berkeley Scott Shareholders and are unanimouslyrecommending Berkeley Scott Shareholders to vote in favour of the Resolutions atthe EGM of Berkeley Scott as they have undertaken to do in respect of their ownbeneficial holdings of, in aggregate, 15,828,196 Berkeley Scott Shares,representing approximately 69.4 per cent. of Berkeley Scott's existing issuedshare capital. 16. Inducement fee agreement On 6 July 2007 (subsequently amended on 17 August 2007), in consideration of andas an inducement to Berkeley Scott continuing its discussions with Quantica witha view to making the Offer, Quantica entered into an agreement with BerkeleyScott (with the consent of the Panel) pursuant to which Quantica agreed, interalia, to pay to Berkeley Scott a fee equal to one per cent. of the value of theequity share capital of Quantica by reference to the value of the Offer(inclusive of all taxes such as VAT) if, following the announcement (on arecommended basis) of a firm intention to make the Offer within the meaning ofRule 2.5 of the Code: (a) an independent competing offer for Quantica is made, which becomes or isdeclared wholly unconditional; and (b) the Quantica Board refuses to give or withdraws or modifies its unanimousapproval or unanimous recommendation of the Offer. 17. Compulsory acquisition and cancellation of trading in Quantica Shares on AIM If Berkeley Scott receives acceptances under the Offer in respect of 90 percent. or more of the Quantica Shares to which the Offer relates, Berkeley Scottintends to apply the provisions of sections 979 to 987 (inclusive) of theCompanies Act 2006 to acquire compulsorily any remaining Quantica Shares. In addition, subject to the Offer becoming or being declared unconditional inall respects, Berkeley Scott intends to procure that Quantica applies to theLondon Stock Exchange for the cancellation of trading of Quantica Shares on AIM.It is anticipated that such cancellation will take effect not less than 20business days after the Offer becomes or is declared unconditional in allrespects. The cancellation of admission to trading of Quantica Shares on AIM willsignificantly reduce the liquidity and marketability of any Quantica Shares notassented to the Offer and their value may be affected in consequence. Berkeley Scott also intends to re-register Quantica as a private company underthe relevant provisions of the Companies Act as soon as practicable aftercancellation of trading of Quantica Shares on AIM. 18. General The Offer Document enclosing the Form of Acceptance, together with theProspectus containing information on Berkeley Scott approved by the FSA, will bedespatched to Quantica Shareholders today. The Offer will be subject to the conditions set out in Appendix 1 to thisannouncement and the full conditions and further terms which will be set out inthe Offer Document and the Form of Acceptance. Appendix 2 contains the sources and bases of information used in thisannouncement and details of the irrevocable undertakings to accept the Offerreceived by Berkeley Scott. Appendix 3 contains the definitions of certain expressions used in thisannouncement. Strand Partners Limited, which is regulated in the UK by the Financial ServicesAuthority, is as financial adviser acting exclusively for Berkeley Scott and noone else in connection with the Offer and will not be responsible to anyoneother than Berkeley Scott for providing the protections afforded to customers ofStrand Partners nor for giving advice in relation to the Offer or in relation tothe contents of this document or any transaction or arrangement referred toherein. Landsbanki Securities (UK) Limited, which is regulated in the UK by theFinancial Services Authority, is acting as financial adviser exclusively forQuantica and no one else in connection with the Offer and will not beresponsible to anyone other than Quantica for providing the protections affordedto customers of Landsbanki nor for giving advice in relation to the Offer or inrelation to the content of this document or any transaction or arrangementreferred to herein. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE ORAPPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OFTHE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION INCONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OFTHE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.ANY ACCEPTANCE OF OR OTHER RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THEBASIS OF THE INFORMATION IN SUCH DOCUMENTS AND THE PROSPECTUS WHICH BERKELEYSCOTT INTENDS TO DESPATCH TODAY TO QUANTICA SHAREHOLDERS AND, FOR INFORMATIONONLY, TO THE QUANTICA SHARE OPTION HOLDERS. The availability of the Offer to persons who are citizens or residents ofjurisdictions outside the United Kingdom may be affected by the laws of theirrelevant jurisdiction. Such persons should inform themselves of, and observe,any applicable legal or regulatory requirements of their jurisdiction. Furtherdetails in relation to overseas shareholders will be contained in the OfferDocument. If you remain in any doubt, you should consult your professionaladviser in the relevant jurisdiction without delay. Berkeley Scott has prepared the Prospectus containing financial and otherinformation on Berkeley Scott and the New Berkeley Scott Shares to be issued inconnection with the Offer, which will be despatched to Quantica Shareholders andBerkeley Scott Shareholders today. In addition, Berkeley Scott has prepared theCircular which will be sent to Berkeley Scott Shareholders today in connectionwith approval of the Acquisition by Berkeley Scott Shareholders. The Berkeley Scott Directors accept responsibility for the information containedin this announcement other than information relating to the Quantica Group, theQuantica Directors and their immediate families, related trusts and controlledcompanies. To the best of the knowledge and belief of the Berkeley ScottDirectors (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The Quantica Directors accept responsibility for the information in thisannouncement relating to them and their immediate families, related trusts andother connected persons and the Quantica Group. This announcement has been prepared for the purposes of complying with Englishlaw, the Code and the AIM Rules and information disclosed may not be the same asthat which would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside England. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the Code. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Quantica or Berkeley Scott, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Quantica or Berkeley Scott, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Quantica or Berkeley Scott by Berkeley Scott or Quantica, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult with the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on the telephone number +44 (0)20 7382 9026; or the fax number +44 (0) 20 7236 7005. Appendix 1 Conditions and certain further terms of the Offer The Offer will be subject to the following conditions and will comply with theapplicable rules and regulations of the Code: (a) valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by not later than 1.00 p.m. (London time) on the FirstClosing Date (or such later time(s) and/or date(s) as Berkeley Scott may, withthe consent of the Panel or in accordance with the Code, decide) in respect ofnot less than 90 per cent. (or such lower percentage as Berkeley Scott maydecide) (i) in nominal value of Quantica Shares to which the Offer relates and(ii) of the voting rights attached to those shares, provided that this conditionshall not be satisfied unless Berkeley Scott and/or any of its associates shallhave acquired or agreed to acquire, directly or indirectly, whether pursuant tothe Offer or otherwise, Quantica Shares carrying in aggregate more than 50 percent. of the voting rights then normally exercisable at general meetings ofQuantica. For the purposes of this condition: (i) shares which have been unconditionally allotted but notissued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of any outstanding subscription or conversionrights or otherwise, shall be deemed to carry the voting rights they will carryon being entered into the register of members of Quantica; and (ii) the expressions Quantica Shares to which the Offer relatesand associates shall be construed in accordance with sections 974 to 991 of theCompanies Act 2006; and (iii) valid acceptances shall be deemed to have been received inrespect of any Quantica Shares which Berkeley Scott shall, pursuant tosection 979(8) of the Companies Act 2006, be treated as having acquired orcontracted to acquire by virtue of acceptances of the Offer. (b) the re-admission to trading on AIM of the Existing BerkeleyScott Shares and the admission to trading on AIM of the New Berkeley ScottShares (or such of them as are due to be allotted at the time the Offer becomesor is declared unconditional in all other respects) and the Placing Shares inaccordance with the AIM Rules or (if determined by Berkeley Scott and subject tothe consent of the Panel) the London Stock Exchange agreeing to admit theExisting Berkeley Scott Shares, the New Berkeley Scott Shares and the PlacingShares to trading on AIM subject to the allotment of the New Berkeley ScottShares and the Placing Shares; (c) the passing at an extraordinary general meeting (or anyadjournment thereof) of Berkeley Scott of the Resolutions; (d) save as disclosed in any public announcement by Quantica andin each case delivered to a Regulatory Information Service or otherwise fairlydisclosed to Berkeley Scott by Quantica in writing (Disclosed) prior to 24August 2007 (being the date of this announcement), there being no provision ofany agreement, arrangement, licence, permit or other instrument to which anymember of the Wider Quantica Group is a party or by or to which any such memberor any of its assets may be bound, entitled or subject, which in consequence ofthe Offer or the proposed acquisition of any shares or other securities inQuantica or because of a change in the control or management of Quantica orotherwise, would or might reasonably be expected to result in: (i) any monies borrowed by, or any other indebtedness (actualor contingent) of, or grant available to any such member, being or becomingrepayable or capable of being declared repayable immediately or earlier thantheir or its stated maturity date or repayment date or the ability of any suchmember to borrow monies or incur any indebtedness being withdrawn or inhibitedor being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit orinstrument or the rights, liabilities, obligations or interests of any suchmember thereunder being terminated or modified or affected or any obligation orliability arising or any action being taken thereunder; (iii) any assets or interests of any such member being or fallingto be disposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged otherwise than in eachcase in the ordinary course of business; (iv) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any such member; (v) the rights, liabilities, obligations or interests of any suchmember in, or the business of any such member with, any person, firm or body (orany arrangement or arrangements relating to any such interest or business) beingterminated or adversely modified or affected; (vi) the financial or trading position or prospects of any suchmember being prejudiced or affected; (vii) any such member ceasing to be able to carry on business underany name under which it presently does so; or (viii) the creation of any liability, actual or contingent, by anysuch member otherwise than in the ordinary course of business; which, in any of the above cases, is material and adverse in the context of theQuantica Group as a whole. (e) no event having occurred which, under any provision of anyagreement, arrangement, licence, permit or other instrument to which any memberof the Wider Quantica Group is a party or by or to which any such member or anyof its assets may be bound, entitled or subject, is likely to result in any ofthe events or circumstances as are referred to in sub-paragraphs (d)(i) to (d)(viii) of paragraph (d) which is material and adverse in the context of theQuantica Group as a whole; (f) no government or governmental, quasi-governmental,supra-national, statutory, regulatory, environmental or investigative body,court, trade agency, association, institution or any statutory body or personwhatsoever in any jurisdiction (each a Third Party) having decided to take,institute, implement or threaten (and there not continuing to be outstanding)any action, proceeding, suit, investigation, enquiry or reference, or enacted,made or proposed any statute, regulation, decision or order, or having taken anyother steps which would or might reasonably forseeably: (i) require, prevent or delay the divestiture, or alter theterms envisaged for any proposed divestiture by any member of the Wider BerkeleyScott Group or any member of the Wider Quantica Group of all or any portion oftheir respective businesses, assets or property or impose any limitation on theability of any of them to conduct their respective businesses (or any of them)or to own any of their respective assets or properties or any part thereof whichmaterially affects the Quantica Group as a whole; (ii) require, prevent or delay the divestiture by any member ofthe Wider Berkeley Scott Group of any Quantica Shares or other securities inQuantica in a manner which materially affects the Quantica Group as a whole; (iii) impose any limitation on, or result in a delay in, theability of any member of the Wider Berkeley Scott Group directly or indirectlyto acquire or to hold or to exercise effectively any rights of ownership inrespect of shares or loans or securities convertible into shares or any othersecurities (or the equivalent) in any member of the Wider Quantica Group or theWider Berkeley Scott Group or to exercise management control over any suchmember which materially affects the Quantica Group as a whole; (iv) otherwise materially or adversely affect the business, assets,profits or prospects of any member of the Wider Berkeley Scott Group or of anymember of the Wider Quantica Group; (v) make the Offer or its implementation or the acquisition orproposed acquisition by Berkeley Scott or any member of the Wider Berkeley ScottGroup of any shares or other securities in, or control of Quantica void,illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise,directly or indirectly, restrain, restrict, prohibit, delay or otherwiseinterfere with the same, or impose additional conditions or obligations withrespect thereto, or otherwise challenge, hinder or interfere therewith in amanner which materially affects the Quantica Group as a whole; (vi) require any member of the Wider Berkeley Scott Group or theWider Quantica Group to offer to acquire any shares or other securities (or theequivalent) or interest in any member of the Wider Quantica Group or the WiderBerkeley Scott Group owned by any Third Party so as to materially affect theQuantica Group as a whole; (vii) impose any material limitation on the ability of any member ofthe Wider Quantica Group to co-ordinate its business, or any part of it, withthe businesses of any other members; or (viii)result in any member of the Wider Quantica Group ceasing to beable to carry on business under any name under which it presently does so as tomaterially affect the Quantica Group as a whole; and all applicable waiting and other time periods (including any extensionthereof) during which any such Third Party could decide to take, institute,implement or threaten any such action, proceeding, suit, investigation, enquiryor reference or any other step under the laws of any jurisdiction havingexpired, lapsed or been terminated; (g) all material necessary notifications, filings or applicationshaving been made in connection with the Offer and all applicable waiting andother time periods (including any extensions thereof) under any applicablelegislation and regulations in any jurisdiction having expired, lapsed or beenterminated (as appropriate) and all material statutory or regulatory obligationsin any jurisdiction having been complied with in connection with the Offer orthe acquisition by any member of the Wider Berkeley Scott Group of any shares orother securities in, or control of, Quantica and all necessary materialauthorisations, orders, recognitions, grants, consents, licences, confirmations,clearances, permissions and approvals for the proposed acquisition of any sharesor other securities in, or control of, Quantica by any member of the WiderBerkeley Scott Group having been obtained in terms and in a form reasonablysatisfactory to Berkeley Scott from all appropriate Third Parties or personswith whom any member of the Wider Quantica Group has entered into contractualarrangements and all such authorisations, orders, recognitions, grants,consents, licences, confirmations, clearances, permissions and approvalsnecessary or appropriate to carry on the business of any member of the WiderQuantica Group being material in the context of the Quantica Group taken as awhole remaining in full force and effect and all filings necessary for suchpurpose having been made and there being no notice or intimation of anyintention to revoke or nor to renew any of the same at the time at which theOffer becomes otherwise unconditional and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with; (h) save as Disclosed, and except as publicly announced byQuantica prior to the date of this announcement, no member of the Wider QuanticaGroup having, since 31 December 2006: (i) issued, authorised or proposed the issue of additionalshares of any class; (ii) issued or agreed to issue, authorised or proposed the issueof securities convertible into shares of any class or rights, warrants oroptions to subscribe for, or acquire, any such shares or convertible securities; (iii) recommended, declared, paid or made or proposed torecommend, declare, pay or make any bonus, dividend or other distributionwhether payable in cash or otherwise; (iv) save for transactions in the ordinary course of business,merged or demerged with any body corporate or acquired or disposed of ortransferred, mortgaged or charged or created any security interest over anyassets or any right, title or interest in any asset (including shares and tradeinvestments) or authorised or proposed or announced any intention to propose anysuch merger, demerger, acquisition or disposal, transfer, mortgage, charge orsecurity interest which materially affects the Quantica Group as a whole; (v) made or authorised or proposed or announced an intention toauthorise or to propose any material change in its loan capital; (vi) materially issued, authorised or proposed the issue of anydebentures or incurred or increased any indebtedness or become subject to anycontingent liability; (vii) purchased, redeemed or repaid or announced any proposal topurchase, redeem or repay any of its own shares or other securities or reducedor, save in respect to the matters mentioned in sub-paragraph (i) above made,any other change to any part of its share capital save pursuant to the mattersconsequent on the Offer; (viii)implemented, effected, authorised, proposed or announced itsintention to implement, effect, authorise or propose any reconstruction,amalgamation, scheme, commitment or other transaction or arrangement otherwisethan in the ordinary course of business; (ix) entered into or varied or made any offer (which remains openfor acceptance) to enter into or vary the terms of any contract with anydirector or senior executive of Quantica; (x) entered into, varied, authorised, proposed or announced itsintention to enter into or vary any contract, transaction or commitment (whetherin respect of capital expenditure or otherwise) which is of a long term, onerousor unusual nature or magnitude (or could reasonably be expected to involve anobligation of such nature or magnitude) which is material in the context of theQuantica Group as a whole or otherwise than in the ordinary course of businessor which is or could be materially restrictive on the businesses of any memberof the Wider Quantica Group or the Wider Berkeley Scott Group; (xi) proposed any voluntary winding-up of a subsidiary of Quantica; (xii) taken any corporate action or had any legal proceedingsstarted or threatened against it for its winding-up, dissolution orreorganisation or for the appointment of a receiver, administrative receiver,administrator, trustee or similar officer of all or any of its assets orrevenues or any analogous proceedings in any jurisdiction or had any such personappointed; (xiii) been unable, or admitted in writing that it is unable, to payits debts or having stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business; (xiv) waived or compromised any material claim other than in theordinary course of business; (xv) proposed or entered into any contract, commitment, arrangementor agreement otherwise than in the ordinary course of business or passed anyresolution or made any offer (which remains open for acceptance) which ismaterial in the context of the Quantica Group as a whole with respect to orannounced any intention to, effect or propose any of the transactions, mattersor events referred to in this condition; or (xvi) made any material alteration to its memorandum or articles ofassociation or other constitutional documents which is material in the contextof the Offer; and, for the purposes of this condition, the term Quantica Group shall meanQuantica and its wholly-owned subsidiaries; (i) save as Disclosed, since 31 December 2006 and save aspublicly announced by Quantica through a Regulatory Information Service prior tothe date of this announcement: (i) no adverse change or deterioration having occurred in thebusiness, assets, profits, financial or trading position or prospects of anymember of the Wider Quantica Group which is material in the context of theQuantica Group as a whole; (ii) no litigation, arbitration proceedings, prosecution or otherlegal proceedings to which any member of the Wider Quantica Group is or maybecome a party (whether as a plaintiff, defendant or otherwise) and noinvestigation by any Third Party against or in respect of any member of theWider Quantica Group having been instituted, announced or threatened by oragainst or remaining outstanding in respect of any member of the Wider QuanticaGroup which in any case might be reasonably expected to materially and adverselyaffect any member of the Wider Quantica Group; (iii) no contingent or other liability having arisen or becomeapparent to Berkeley Scott which would or could be reasonably expected tomaterially adversely affect the Wider Quantica Group; (iv) no steps having been taken which are likely to result in thewithdrawal, cancellation, termination or modification of any licence held by anymember of the Wider Quantica Group which is necessary for the proper carrying onof its business and which is material in the context of the Quantica Group as awhole; and (v) no receiver, administrative receiver or other encumbrancerhaving been appointed over any part of the assets of any member of the WiderQuantica Group; (j) save as Disclosed, Berkeley Scott not having discovered: (i) that any financial, business or other informationconcerning the Wider Quantica Group as contained in the information publiclydisclosed at any time by or on behalf of any member of the Wider Quantica Groupis materially misleading, contains a material misrepresentation of fact or omitsto state a fact necessary to make that information not materially misleading; (ii) that any member of the Wider Quantica Group or anypartnership, company or other entity in which any member of the Wider QuanticaGroup has a significant economic interest and which is not a subsidiaryundertaking of Quantica is subject to any liability (contingent or otherwise)which is not disclosed in the annual report and accounts of Quantica for theyear ended 31 December 2006 and which is material in the context of the QuanticaGroup as a whole; or (iii) any information which materially affects the import of anyinformation disclosed at any time by or on behalf of any member of the WiderQuantica Group; (k) no receiver, administrative receiver or other encumbrancerhaving been appointed over any of the assets of any member of the Wider QuanticaGroup; and (l) save as Disclosed, Berkeley Scott not having discoveredthat: (i) any past or present member of the Wider Quantica Group hasfailed to comply with any and/or all applicable legislation or regulation of anyjurisdiction with regard to the disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance likely to impairthe environment or harm human health or animal health or otherwise relating toenvironmental matters, or that there has otherwise been any such disposal,spillage, release, discharge, leak or emission (whether or not the sameconstituted a non-compliance by any person with any such legislation orregulations, and wherever the same may have taken place) any of which disposal,spillage, release, discharge, leak or emission would be likely to give rise toany liability (actual or contingent) on the part of any member of the WiderQuantica Group and which liability is material in the context of the QuanticaGroup as a whole; or (ii) there is, or is likely to be, for that or any reasonwhatsoever, any liability (actual or contingent) of any past or present memberof the Wider Quantica Group to make good, repair, reinstate or clean up anyproperty or any controlled waters now or previously owned, occupied, operated ormade use of or controlled by any such past or present member of the WiderQuantica Group, under any environmental legislation, regulation, notice,circular or order of any government, governmental, quasi-governmental, state orlocal government, supranational, statutory or other regulatory body, agency,court, association or any other person or body in any jurisdiction which ismaterial in the context of the Wider Quantica Group. For the purposes of these conditions, the Wider Quantica Group means Quanticaand its subsidiary undertakings, associated undertakings and any otherundertaking in which Quantica and/or such undertakings (aggregating theirinterests) have a significant interest, the Wider Berkeley Scott Group meansBerkeley Scott and its subsidiary undertakings, associated undertakings and anyother undertaking in which Berkeley Scott and/or such undertakings (aggregatingtheir interests) have a significant interest (and for these purposes subsidiaryundertaking, associated undertaking and undertaking have the meanings given bythe Act, other than paragraph 20(1)(b) of Schedule 4A to the Act which shall beexcluded for this purpose, and significant interest means a direct or indirectinterest in 20 per cent. or more of the equity share capital (as defined in theAct)) and Offer Announcement means this announcement. Berkeley Scott reserves the right to waive, in whole or in part, all or any ofthe above conditions, except conditions (a) and (b). Conditions (b) to (l) (inclusive) must be fulfilled or (if capable of waiver)waived, or where appropriate, have been determined by Berkeley Scott to be or toremain satisfied, by midnight on the 21st day after the later of the FirstClosing Date and the date on which the Offer becomes or is declaredunconditional as to acceptances (or such later date as the Panel may agree).Berkeley Scott shall be under no obligation to waive or treat as satisfied anyof the conditions (b) to (l) (inclusive) by a date earlier than the latest datespecified above for the satisfaction thereof, notwithstanding that the otherconditions of the Offer may at such earlier date have been waived or fulfilledand that there are at such earlier date no circumstances indicating that any ofsuch conditions may not be capable of fulfilment. If Berkeley Scott is required by the Panel to make an offer for Quantica Sharesunder the provisions of Rule 9 of the Code, Berkeley Scott may make suchalterations to any of the above conditions as are necessary to comply with theprovisions of that Rule. The Offer will lapse if the Acquisition is referred to the CompetitionCommission, or the European Commission in connection with the Acquisitioninitiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/04(the Regulation), or, following a referral by the European Commission underArticle 9(1) of the Regulation to a competent authority in the United Kingdom,the Acquisition is referred to the Competition Commission, before 1.00 p.m. on14 September 2007 or the date on which the Offer becomes or is declaredunconditional as to acceptances, whichever is the later. If the Offer lapses itwill cease to be capable of further acceptance and accepting QuanticaShareholders and Berkeley Scott shall cease to be bound by any Forms ofAcceptance delivered on or before the date on which the Offer so lapses. The Offer and all contracts arising under it will be governed by English law. The Offer Document enclosing the Form of Acceptance, together with theProspectus containing information on Berkeley Scott to be approved by the UKListing Authority of the FSA, will be despatched to Quantica Shareholders today. Certain further terms of the Offer If Berkeley Scott is required by the Panel to make an offer for Quantica Sharesunder the provisions of Rule 9 of the Code, Berkeley Scott may make suchalterations to the above conditions of the Offer, including condition (a), asare necessary to comply with the provisions of that Rule. The Offer will lapse if the Acquisition is referred to the CompetitionCommission or the European Commission in connection with the Acquisitioninitiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/04(the Regulation) or, following a referral by the European Commission underArticle 9(1) of the Regulation to a competent authority in the United Kingdom,the Acquisition is referred to the Competition Commission, before 1.00 p.m. on14 September 2007 or the date on which the Offer becomes or is declaredunconditional as to acceptances, whichever is the later. If the Offer lapses itwill cease to be capable of further acceptance and accepting QuanticaShareholders and Berkeley Scott shall cease to be bound by any Forms ofAcceptance delivered on or before the date on which the Offer so lapses. Appendix 2 Bases and Sources and Details of Irrevocable Undertakings (a) Unless otherwise stated, the financial information relating to Quantica hasbeen extracted or derived, without material adjustment, from the auditedconsolidated financial statements for Quantica for the 13 month period ended 31December 2006. (b) References to the existing issued share capital of Quantica are referencesto Quantica Shares in issue on 23 August 2007 (being the last practicable dateprior to the date of this announcement), being 59,662,664 Quantica Shares. (c) References to the existing issued share capital of Berkeley Scott arereferences to Berkeley Scott Shares in issue on 23 August 2007 (being the lastpracticable date prior to the date of this announcement), being 22,804,329Berkeley Scott Shares. (d) The value attributed to the existing issued and to be issued share capitalof Quantica is based upon the 59,662,664 Quantica Shares being in issue on 23August 2007 (being the latest practicable date prior to the date of thisannouncement) and on no options over Quantica Shares granted to the QuanticaShare Option Holders having been exercised. (e) Quantica Share prices have been derived from the AIM Appendix to the DailyOfficial List and represent the Closing Price on the relevant date. (f) The Offer premium of 14.5 per cent. over the Closing Price of 41.5 pence perQuantica Share, as stated in this announcement, has been calculated based on theClosing Price on 20 July 2007, being the last business day prior to thecommencement of the Offer Period. (g) The Quantica Directors and two additional Quantica Shareholders have givenirrevocable undertakings to accept or procure the acceptance of the Offer inrespect of the following Quantica Shares owned by them: Name Number of Quantica Percentage of Shares Quantica's existing issued share capital Leslie Lawson* 2,220,000 3.7% Robert Turner* 170,211 0.3% John Bowman * 387,995 0.7% Michael Waterhouse * 2,400 0.0% Richard Robinson 2,971,015 5.0% Q Capital LLP 2,797,380 4.7% * Quantica Directors These undertakings shall lapse if the Offer is withdrawn or lapses. Theseundertakings will, however, remain binding even if a higher offer is made by athird party. In addition, Berkeley Scott has received undertakings to accept or procure theacceptance of the Offer in respect of the following Quantica Shares owned byother Quantica Shareholders: Name Number of Percentage of Quantica Shares Quantica's existing issued share capital Gartmore Investment Management 9,998,186 16.8% AXA S.A. 8,289,127 13.9% Progressive Asset Management 7,486,000 12.5% Ennismore Fund Management 2,333,100 3.9% These undertakings will lapse in the event of the Offer lapsing or beingwithdrawn or if a competing offer for Quantica is announced by a third partywhere the value of such competing offer is, in the reasonable opinion of StrandPartners and Landsbanki, not less than a price which (depending on the terms ofthe relevant undertaking) is between five and 20 per cent. higher than the offerprice of 47.5 pence per Quantica Share. The Quantica Shareholders set out above have undertaken to elect for the EquityAlternative in respect of 28,764,693 Quantica Shares, representing approximately48.2 per cent. of the existing issued share capital of Quantica. Appendix 3 Definitions Acquisition the proposed acquisition of the entire issued and to be issued share capital of Quantica by Berkeley Scott pursuant to the Offer Admission re-admission of the Existing Berkeley Scott Shares and admission of the New Berkeley Scott Shares and the Placing Shares to trading on AIM becoming effective, as provided in Rule 6 of the AIM Rules AIM the AIM market operated by the London Stock Exchange AIM Rules the rules for companies whose securities are traded on AIM and their nominated advisers, published by the London Stock Exchange and amended from time to time Australia the Commonwealth of Australia, its states, territories and possessions Banking Facilities the new banking facilities to be provided to Berkeley Scott under the Facilities Agreement Berkeley Scott Berkeley Scott Group plc Berkeley Scott Directors the directors of Berkeley Scott at the date of this announcement Berkeley Scott Group Berkeley Scott, its subsidiaries and associated undertakings Berkeley Scott Shares ordinary shares of 2 pence each in the capital of Berkeley Scott Berkeley Scott Share the 2004 Plan, the Approved 1999 Scheme, the Option Schemes Unapproved 1999 Scheme and the 1996 Share Option Scheme Berkeley Scott holders of Existing Berkeley Scott Shares Shareholders business day any day other than a Saturday, Sunday or public or bank holiday, on which banks are generally open for business in the City of London Canada Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof Circular the Circular to be addressed to Berkeley Scott Shareholders Closing Price the closing middle market price of a Quantica Share or Berkeley Scott Share, as the case may be, as derived from the AIM Appendix of the Daily Official List of the London Stock Exchange Code The City Code on Takeovers and Mergers Companies Act or Act the Companies Act 1985 connected person has the meaning attributed to it in section 346 of the Companies Act Daniel Stewart Daniel Stewart & Company Plc, Nominated Adviser and broker to Berkeley Scott Daily Official List the Daily Official List of the London Stock Exchange dealing day a day on which the London Stock Exchange is open for trading EGM the extraordinary general meeting of Berkeley Scott to be convened in connection with the Offer and the Placing (or any adjournment thereof) Enlarged Group the Berkeley Scott Group, as enlarged by the Acquisition; Enlarged Issued Share the Existing Berkeley Scott Shares as enlarged by theCapital issue of the New Berkeley Scott Shares and the Placing Shares Equity Alternative the alternative under which Quantica Shareholders who validly accept the Offer are entitled to elect to receive New Berkeley Scott Shares instead of all or part of the cash consideration to which they would otherwise be entitled under the Offer Existing Berkeley Scott the 22,804,329 Berkeley Scott Shares in issue at the Shares date of this announcement Facilities Agreement the agreement entered into, inter alia, by Berkeley Scott and Barclays Bank PLC on 24 August 2007 relating to the Banking Facilities to be provided to Berkeley Scott First Closing Date the first closing date of the Offer, being 14 September 2007 Form of Acceptance the form of acceptance, authority and election relating to the Offer FSA the Financial Services Authority HMRC HM Revenue and Customs Japan Japan, its cities, prefectures, territories and possessions Landsbanki Landsbanki Securities (UK) Limited, financial adviser to Quantica London Stock Exchange the London Stock Exchange plc or its successor New Berkeley Scott the new Berkeley Scott Shares to be issued pursuant Shares to elections for the Equity Alternative under the Offer Non-VCT Placing Shares the Placing Shares which do not qualify for VCT status Offer the recommended cash offer to be made by Berkeley Scott to acquire the entire issued and to be issued share capital of Quantica including, where the context permits or requires, any subsequent revision, variation, extension or renewal thereof Offer Document the document to be sent to Quantica Shareholders which will contain, inter alia, the terms and conditions of the Offer Offer Period the period commencing on 23 July 2007, the date on which an announcement was made by Quantica that it was in advanced discussions with Berkeley Scott which may or may not lead to an offer being made for Quantica and ending on the latest of (a) the First Closing Date; (b) the date on which the Offer lapses; or (c) the date on which the Offer becomes or is declared unconditional as to acceptances Panel the Panel on Takeovers and Mergers Placing the proposed placing of the Placing Shares at a price of 40 pence per Placing Share and on the terms of the Placing Agreement Placing Agreement the conditional agreement dated 24 August 2007 between Daniel Stewart, the Berkeley Scott Directors and Berkeley Scott relating to the Placing Placing Shares the 23,920,000 new Berkeley Scott Shares to be allotted and issued pursuant to the Placing comprising the Non-VCT Placing Shares and the VCT Placing Shares Prospectus the document equivalent to a prospectus to be sent to Berkeley Scott Shareholders and Quantica Shareholders, a copy of which will accompany the Offer Document Quantica Quantica plc Quantica Board the board of directors of Quantica at the date of this announcement Quantica Directors the directors of Quantica at the date of this announcement Quantica Healthcare together Quantica Health Services Limited, Quantica HNE Limited and Quantica HRS Limited Quantica Group Quantica, its subsidiaries and subsidiary undertakings Quantica Shares the issued and fully paid ordinary shares of 1 pence each in the capital of Quantica and any further such shares which are issued or unconditionally allotted prior to the date on which the Offer closes (or such earlier date as Berkeley Scott may, subject to the Code, determine, such earlier date not, without the consent of the Panel, being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the First Closing Date) including any such shares allotted or issued pursuant to the exercise of options over Quantica Shares granted by Quantica to the Quantica Share Option Holders Quantica Shareholders holders of Quantica Shares Quantica Share Option holders of options over Quantica Shares granted by Holders Quantica pursuant to the terms of certain share option deeds Regulatory Information a channel recognised by the FSA from time to time as Service a channel for the dissemination of regulatory information by AIM Resolutions the resolutions to be set out in the notice of extraordinary general meeting of Berkeley Scott to be contained in the Circular Securities Act the United States Securities Act of 1933 (as amended) Strand Partners Strand Partners Limited, financial adviser to Berkeley Scott subsidiary or subsidiary have the meanings given to them by the Act undertaking UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland US or United States United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction VCT venture capital trust VCT Placing Shares the 4,125,000 Placing Shares which qualify for VCT status This information is provided by RNS The company news service from the London Stock Exchange

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