Deferred Consideration

RNS Number:4213T
Absolute Capital Mgmt Holdings Ltd
30 April 2008


                  Absolute Capital Management Holdings Limited
                                  ("ACMH")

                            Deferred Consideration

Following the acquisition of TCA Group, announced on 20 June 2006, ACMH
announces that it has now agreed details of  revised earn-out and deferred
consideration arrangements in connection with the acquisition. TCA is a Cayman
Islands  company formed to provide capital introduction services and investor
relations services primarily to absolute return  focused managers.

The sale and purchase agreement relating to TCA provided for total consideration
comprised of (i) the issue of  2,500,000 shares in ACMH on the closing of the
transaction (worth #4,075,000 based on the closing price of an ACMH  share on 19
June 2006), (ii) up to 1,500,000 shares in ACMH based on a target EBITDA of TCA
of Euro3.5 million for the  year ended 31 December 2006, (iii) up to 1,500,000
shares in ACMH based on a target EBITDA of TCA of Euro5.5 million for  the year
ended 31 December 2007, (iv) the issue on the third anniversary of the
acquisition of such number of shares in  ACMH as equates to a value of Euro2
million and (v) the issue on the fourth anniversary of the acquisition of such
number  of shares in ACMH as equates to a value of Euro0.5 million.

Under an agreement with the vendors of TCA entered into today, ACMH will issue
3,500,000 ACMH shares (the  "Consideration Shares") and make payment of Euro100,000
in cash to the vendors of TCA in satisfaction of all earn-out and  deferred
consideration obligations, set out at (ii) to (v) above, under the acquisition
agreement.

Application has been made to the London Stock Exchange for the Consideration
Shares, which will rank pari passu with  existing shares in issue, to be
admitted to trading on AIM. Admission is expected to become effective on 7 May
2008.

Enquiries:

Absolute Capital Management Holdings Limited                     [phone]
Jonathan Treacher

Panmure Gordon                                                     020 7459 3600
Dominic Morley

Cardew Group
Tim Robertson                                                      020 7930 0777
Shan Shan Willenbrock
David Roach


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            The company news service from the London Stock Exchange
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