Offer Update

    


QA-IQ Investments (UK) Limited



Not for release, publication or distribution, in whole or in part, in or into or
  from the United States, Australia, Canada or Japan or any other jurisdiction
 where to do so would constitute a violation of the relevant laws or regulations
                              of such jurisdiction

           RECOMMENDED AND INCREASED CASH OFFER FOR XPERTISE GROUP PLC

                 OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES

The Boards of Xpertise Group PLC ("Xpertise") and QA-IQ Investments (UK) Ltd.
("QA-IQ Bidco") announced on 27 August 2008 that they had reached agreement on
the terms of a recommended and increased cash offer to be made by Lincoln
International on behalf of QA-IQ Bidco to acquire the entire issued and to be
issued share capital of Xpertise. Under the terms of the Recommended Offer,
Xpertise Shareholders will receive, for each Xpertise Share held, 165 pence in
cash. The Offer Document setting out the full terms of the Offer was posted to
Xpertise Shareholders on 29 August 2008.

The Board of QA-IQ Bidco is pleased to announce that, having received valid
acceptances of the Recommended Offer in respect of 3,312,604 Xpertise Shares and
having acquired 257,575 Xpertise Shares, the acceptance condition of the
Recommended Offer has now been satisfied. Accordingly, the Recommended Offer is
hereby declared unconditional as to acceptances and will remain open for
acceptance until further notice. At least 14 days' notice will be given if QA-IQ
Bidco decides to close the Offer.

Level of acceptances

QA-IQ Bidco announces that, as at 1.00 p.m. (London time) on 8 September 2008,
valid acceptances of the Recommended Offer had been received in respect of a
total number of 3,312,604 Xpertise Shares, representing approximately 58.8 per
cent. of the issued ordinary share capital of Xpertise.

On 2 September 2008, QA-IQ Bidco announced, in compliance with the provisions of
Rule 8.1 of the City Code, that, on 1 September 2008, it had purchased 257,575
Xpertise Shares representing approximately 4.6 per cent. of the issued ordinary
share capital of Xpertise from an institutional shareholder at the Offer Price
of 165 pence per Xpertise Share.

Accordingly, as at 1.00 p.m. (London time) on 8 September 2008, QA-IQ Bidco had
received valid acceptances in respect of, or owns, in aggregate, 3,570,179
Xpertise Shares representing approximately 63.4 per cent. of the issued ordinary
share capital of Xpertise.

Further details of the level of acceptances

As at 1.00 p.m. (London time) on 8 September 2008, valid acceptances had been
received in respect of an aggregate of 2,682,043 Xpertise Shares that were the
subject of irrevocable undertakings to accept the Recommended Offer,
representing approximately 47.6 per cent. of Xpertise's issued ordinary share
capital. In addition, 257,575 Xpertise Shares referred to above were acquired by
QA-IQ Bidco on 1 September 2008.

As at 1.00 p.m. (London time) on 8 September 2008, a valid acceptance had also
been received in respect of 138,645 Xpertise Shares that were the subject of a
letter of intent to accept the Recommended Offer, representing approximately 2.5
per cent. of Xpertise's issued ordinary share capital. Such acceptance is
included in the total number of valid acceptances or Xpertise Shares owned by
QA-IQ Bidco referred to above. Acceptances have not yet been received in respect
of 540,747 Xpertise Shares that were the subject of irrevocable undertakings to
accept the Recommended Offer.

A valid acceptance in respect of 10,000 Xpertise Shares in which Christian
Martin, a director of QA-IQ Bidco deemed under the City Code to be acting in
concert with QA-IQ Bidco, is interested, had been received by 1.00 p.m. (London
time) on 8 September 2008.

Save as set out in this announcement, no valid acceptances in respect of
Xpertise Shares had been received either from persons acting in concert with
QA-IQ Bidco or which were the subject of an irrevocable undertaking or a letter
of intent to accept the Recommended Offer.

As at 1.00 p.m. (London time) on 8 September 2008, neither QA-IQ Bidco nor any
of its directors, nor, so far as QA-IQ Bidco is aware, any person acting in
concert with QA-IQ Bidco (i) had any interest in or right to subscribe for any
relevant securities of Xpertise, nor (ii) had any short positions in respect of
any relevant securities of Xpertise (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative
agreement, any agreement to sell or any delivery obligation or right to require
another person to take delivery, nor (iii) had borrowed or lent any relevant
securities of Xpertise (save for any borrowed shares which had been on-lent or
sold).

Settlement

The consideration to which any Xpertise Shareholder is entitled under the
Recommended Offer is expected to be dispatched (or credited through CREST) to
validly accepting Xpertise Shareholders (i) in the case of acceptances received,
complete in all respects, on or before the First Closing Date, being 19
September 2008, within 14 days of such date; or (ii) in the case of acceptances
received, complete in all respects, after the First Closing Date, but while the
Recommended Offer remains open for acceptance, within 14 days of such receipt,
and in either case in the manner described in paragraph 13 of Part II of the
Offer Document.

To accept the Recommended Offer

In order to accept the Recommended Offer in respect of Xpertise Shares held in
certificated form, Xpertise Shareholders who have not already done so should
complete, sign, have witnessed (as required) and return the Form of Acceptance
together with the relevant share certificate(s) or other documents of title, in
accordance with the instructions printed thereon by post or (during normal
business hours only) by hand to Neville Registrars Limited, Neville House, 18
Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible.

In order to accept the Recommended Offer in respect of Xpertise Shares held in
uncertificated form (that is, in CREST), Xpertise Shareholders should read
paragraphs 13(g) to (j) of the letter from Lincoln International in Part II of
the Offer Document and Part D of Appendix I to the Offer Document and follow the
procedure for electronic acceptance through CREST so that the TTE Instruction
settles as soon as possible.

Xpertise Shareholders who are a CREST sponsored member should refer to their
CREST sponsor as only their CREST sponsor will be able to send the necessary TTE
Instructions to Euroclear.

Additional Forms of Acceptance are available from Neville Registrars by
telephoning 0121 585 1131 or [phone] (if telephoning from outside the
UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK
public holidays). Calls to the Neville Registrars 0121 585 1131 number are
charged at 10 pence per minute (including VAT) plus any of your service
provider's network extras. Calls to the Neville Registrars [phone]
number from outside the UK are charged at applicable international rates.
Different charges may apply to calls made from mobile telephones and calls may
be recorded and monitored randomly for security and training purposes.

Please note that for legal reasons, Neville Registrars will only be able to
provide you with information contained in the Offer Document and will be unable
to give advice on the merits of the Recommended Offer or to provide legal,
financial or taxation advice on the contents of the Offer Document.

Terms used in this announcement have the same meaning given to them in the Offer
Document.

Enquiries:

QA-IQ Investments (UK) Ltd.                      Telephone: [phone]
Christian Martin (Chairman and Director)
William Macpherson (Chief Executive Officer)

Lincoln International LLP                        Telephone: [phone]
(Financial adviser to QA-IQ Bidco)
Darren Redmayne (Managing Director)
Julian Tunnicliffe (Managing Director)

KBC Peel Hunt Ltd.                               Telephone: [phone]
(Corporate broker to QA-IQ Bidco)
Marianne Woods (Director)
Matthew Tyler (Director)

Daniel Stewart & Company plc                     Telephone: [phone]
(Financial adviser to Xpertise)
Lindsay Mair (Director)
Simon Leathers

Further Information

Lincoln International LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to QA-IQ Bidco and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than QA-IQ Bidco for providing the protections afforded to clients of
Lincoln International LLP or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.

KBC Peel Hunt Ltd., which is authorised and regulated in the United Kingdom by
the Financial Services Authority for investment business activities, is acting
exclusively as corporate broker to QA-IQ Bidco and no one else in connection
with the Recommended Offer and will not be responsible to anyone other than
QA-IQ Bidco for providing the protections afforded to clients of KBC Peel Hunt
Ltd. or for providing advice in relation to the Recommended Offer or any other
matters referred to in this announcement.

Daniel Stewart & Company plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Xpertise and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than Xpertise for providing the protections afforded to clients of Daniel
Stewart & Company plc or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.

This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe for any
securities in any jurisdiction pursuant to the Recommended Offer or otherwise.
The Recommended Offer will be made solely through the Offer Document, which will
contain the full terms and conditions of the Recommended Offer (including
details on how to accept the Recommended Offer). Any response in relation to the
Recommended Offer should be made only on the basis of the information contained
in the Offer Document and the Form of Acceptance or any other document by which
the Recommended Offer is made. Shareholders are advised to read carefully the
formal documentation in relation to the Recommended Offer once it has been
dispatched. This announcement does not constitute a prospectus or prospectus
equivalent document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK. Unless otherwise determined by QA-IQ
Bidco or required by the City Code and permitted by applicable law and
regulation, the Recommended Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Australia, Canada or
Japan, and the Recommended Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Australia, Canada or Japan. Accordingly, unless otherwise determined by QA-IQ
Bidco or required by the City Code and permitted by applicable law and
regulation, copies of this announcement and any other related document are not
being, and must not be, directly or indirectly, mailed or otherwise distributed
or sent in or into the United States, Australia, Canada or Japan and persons
receiving such documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as doing so may make
invalid any purported acceptance of the Recommended Offer by persons in any such
jurisdiction.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Xpertise, all "dealings" in any "relevant securities"
of Xpertise (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Recommended Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Xpertise, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Xpertise, by QA-IQ Bidco or Xpertise, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number [phone]; fax number [phone].