Offer for Xpertise Group plc

    


QA-IQ Investments (UK) Limited



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

                                   CASH OFFER
                          by LINCOLN INTERNATIONAL LLP
                                  on behalf of
                 QA-IQ INVESTMENTS (UK) LIMITED ("QA-IQ BIDCO")
               a wholly owned subsidiary of QA-IQ Holdings Limited
     to acquire the entire issued and to be issued ordinary share capital of
                               XPERTISE GROUP PLC

Summary

    --  The Board of QA-IQ Bidco announces a cash offer to be made by Lincoln
        International on behalf of QA-IQ Bidco to acquire the entire issued and
        to be issued ordinary share capital of Xpertise Group plc.

    --  The Offer is being made at a price of 150 pence in cash for each
        Xpertise Share and represents a premium of approximately 95 per cent. to
        the Closing Price of 77 pence per Xpertise Share on 21 August 2008,
        being the last Business Day prior to the date of this announcement; and
        a premium of approximately 74 per cent. to the average Closing Price of
        approximately 86 pence per Xpertise Share for the six month period prior
        to the date of this announcement.

    --  QA-IQ Bidco is announcing the Offer today to provide Xpertise
        Shareholders with the certainty of a cash offer at a substantial premium
        before the Xpertise General Meeting to be held on 26 August 2008 to
        consider resolutions relating to the proposed acquisition of Parity
        Training.

    --  It is a condition of the Offer that the acquisition of Parity Training
        by Xpertise and the associated placing, which are subject to Xpertise
        Shareholders' approval, do not proceed.

    --  The Board of QA-IQ Bidco intends to seek a recommendation of the Offer
        from the Board of Xpertise.

    --  The Offer values the entire issued and to be issued ordinary share
        capital of Xpertise at approximately £8.7 million (assuming the exercise
        of all outstanding options which carry an exercise price of 150 pence or
        less per Xpertise Share).

    --  QA-IQ Bidco is a new company incorporated in England and Wales that has
        been formed for the purpose of making the Offer. It is a wholly-owned
        subsidiary of QA-IQ, which is itself currently owned as to approximately
        65 per cent. by funds managed by Englefield Capital and 35 per cent. by
        its management.

    --  QA-IQ Bidco has the support of Xpertise Shareholders holding an
        aggregate of approximately 46.4 per cent. of the issued ordinary share
        capital of Xpertise.

    --  QA-IQ Bidco has received irrevocable undertakings from five of
        Xpertise's major institutional shareholders to accept or procure the
        acceptance of the Offer in respect of a total of 1,674,550 Xpertise
        Shares, representing, in aggregate, approximately 29.7 per cent. of the
        issued ordinary share capital of Xpertise. In addition, Christian
        Martin, Chairman of QA-IQ Bidco, who is deemed, pursuant to the City
        Code, to be acting in concert with QA-IQ Bidco, is interested in 10,000
        Xpertise Shares representing approximately 0.2 per cent. of the issued
        ordinary share capital of Xpertise. QA-IQ Bidco therefore controls or
        has received irrevocable undertakings in respect of Xpertise Shares
        representing 29.9 per cent. of the issued ordinary share capital of
        Xpertise.

    --  The 29.9 per cent. interest in Xpertise Shares is the maximum level that
        QA-IQ Bidco was permitted to obtain prior to announcement under the
        rules of the City Code. QA-IQ Bidco has therefore also received a letter
        of intent to accept the Offer in respect of a total of 928,555 Xpertise
        Shares representing approximately a further 16.5 per cent. of the issued
        ordinary share capital of Xpertise.

    --  All shareholders that have executed irrevocable undertakings and letters
        of intent with QA-IQ Bidco have agreed to or expressed an intention to
        vote against the resolutions to be proposed at the Xpertise General
        Meeting to be held on 26 August 2008 (or any subsequent adjournment
        thereof).

    --  QA-IQ Bidco will dispatch the Offer Document to Xpertise Shareholders
        and, for information only, to holders of share options in Xpertise as
        soon as practicable and, in any event, within 28 days.

This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices. The Offer will be made subject to
the conditions which are set out in Appendix I to this announcement and the full
conditions and further terms to be set out in the Offer Document and (in respect
of Xpertise Shares held in certificated form) in the Form of Acceptance.

Enquiries:

QA-IQ Bidco                                     Telephone: [phone]
Christian Martin (Chairman)
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)

Further Information

Appendix I sets out the conditions to the Offer.

Appendix II contains definitions of certain terms used in this summary and the
following announcement.

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 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 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 Offer and will not be responsible to anyone other than QA-IQ Bidco for
providing the protections afforded to clients of KBC Peel Hunt or for providing
advice in relation to the 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 Offer or otherwise. The Offer
will be made solely through the Offer Document, which will contain the full
terms and conditions of the Offer (including details on how to accept the
Offer). Any response in relation to the 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 Offer is made. Shareholders are advised to read
carefully the formal documentation in relation to the Offer once it has been
despatched. 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 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, Canada or Japan, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, 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, 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 Offer by persons in any such jurisdiction.

The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are subject to the laws of
any jurisdiction other than the United Kingdom should obtain professional advice
and observe any applicable requirements.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of QA-IQ and certain
plans and objectives of the board of directors of QA-IQ Bidco. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements often use words
such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments made by the
board of directors of QA-IQ Bidco in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Neither QA-IQ Bidco nor its board of
directors assume any obligation to update or correct the information contained
in this announcement, whether as a result of new information, future events or
otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of QA-IQ or Xpertise
or any member of the QA-IQ Group or Xpertise Group except where expressly
stated.

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
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].

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

                                   CASH OFFER
                          by LINCOLN INTERNATIONAL LLP
                                  on behalf of
                 QA-IQ INVESTMENTS (UK) LIMITED ("QA-IQ BIDCO")
               a wholly owned subsidiary of QA-IQ Holdings Limited
     to acquire the entire issued and to be issued ordinary share capital of
                               XPERTISE GROUP PLC

1. Introduction

The Board of QA-IQ Bidco announces a cash offer to be made by Lincoln
International on behalf of QA-IQ Bidco to acquire the entire issued and to be
issued ordinary share capital of Xpertise Group plc.

QA-IQ Bidco is a new company incorporated in England and Wales that has been
formed for the purpose of making the Offer. It is a wholly-owned subsidiary of
QA-IQ, which is itself currently owned as to approximately 65 per cent. by
Englefield Capital and approximately 35 per cent. by its management.

QA-IQ Bidco is announcing the Offer today to provide Xpertise Shareholders with
the certainty of a cash offer at a substantial premium before the Xpertise
General Meeting to be held on 26 August 2008 to consider resolutions relating to
the proposed acquisition of Parity Training.

The Board of QA-IQ intends to seek a recommendation of the Offer from the Board
of Xpertise.

2. The Offer

The Offer, which will be subject to the terms and conditions which are set out
below and in Appendix I to this announcement and to the full terms and
conditions to be set out in the Offer Document and, in respect of Xpertise
Shares held in certificated form, in the Form of Acceptance, will be made by
QA-IQ Bidco on the following basis:

                    for each Xpertise Share 150 pence in cash

The Offer values the entire issued and to be issued ordinary share capital of
Xpertise at approximately £8.7 million (assuming the exercise of all outstanding
options which carry an exercise price of 150 pence or less per Xpertise Share).

The Offer represents a premium of:

    (i) 95 per cent. to the Closing Price of 77 pence per Xpertise Share on 21
    August 2008, being the last Business Day prior to the date of this
    announcement; and

    (ii) 74 per cent. to the average Closing Price of approximately 86 pence per
    Xpertise Share for the six-month period prior to the date of this
    announcement.

The Offer is conditional on, amongst other things, valid acceptances being
received in respect of (or QA-IQ Bidco having otherwise acquired) not less than
50 per cent. of the Xpertise Shares to which the Offer relates.

On 23 July 2008 it was announced that Xpertise had agreed to acquire Parity
Training, subject to the approval of Xpertise Shareholders, for approximately
£4.8 million. The Board of QA-IQ Bidco does not wish to acquire Xpertise if it
completes its proposed acquisition of Parity Training. It is therefore a
condition of the Offer that the acquisition of Parity Training and the
associated placing, which are both subject to Xpertise Shareholders' approval,
do not proceed.

All shareholders that have executed irrevocable undertakings and letters of
intent with QA-IQ Bidco have agreed to or expressed an intention to vote against
the resolutions to be proposed at the Xpertise General Meeting to be held on 26
August 2008 (or any subsequent adjournment thereof).

Full details of the conditions to which the Offer is subject are set out in
Appendix I to this announcement.

The Offer extends to all Xpertise Shares unconditionally allotted or issued on
the date of the Offer and any Xpertise Shares which are unconditionally allotted
or issued (including pursuant to the exercise of options granted under the
Xpertise Share Option Schemes) whilst the Offer remains open for acceptance or
by such earlier date as QA-IQ Bidco may, subject to the City Code, determine,
not being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances (excluding any treasury shares except to the
extent these cease to be held as treasury shares before such date as QA-IQ Bidco
may determine).

Pursuant to the Offer, the Xpertise Shares will be acquired fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests and together with all
rights attaching to such Xpertise Shares, including without limitation, the
right to receive all dividends and other distributions (if any) announced,
declared, made or paid after the date of this announcement.

The Offer does not extend to the Deferred Shares. It is the intent of QA-IQ
Bidco (subject to the Offer being declared or otherwise becoming wholly
unconditional) to acquire all the Deferred Shares for the aggregate sum of 1p as
permitted by the rights attaching to the Deferred Shares.

3. Irrevocable Undertakings and Letters of Intent

QA-IQ Bidco has received irrevocable undertakings from Xpertise Shareholders to
accept the Offer in respect of a total of 1,674,550 Xpertise Shares,
representing, in aggregate, approximately 29.7 per cent. of Xpertise's issued
ordinary share capital, comprised as follows:

Shareholder                                     Number of           % of current
                                           Xpertise Shares Xpertise Share Capital
Unicorn Asset Management Limited                   667,272                   11.8
ISIS                                               363,636                    6.5
Singer & Friedlander Investment
 Management Limited                                296,512                    5.3
Rensburg Sheppards Investment
 Management Limited                                272,130                    4.8
Close Ventures Limited                              75,000                    1.3
Total Irrevocable Undertakings                   1,674,550                   29.7
Christian Martin (Chairman of QA-IQ
 Bidco)                                             10,000                    0.2
Total Irrevocable Undertakings and
 Concert Party Holding                           1,684,550                   29.9

Christian Martin, a director of QA-IQ Bidco, is interested in 10,000 Xpertise
Shares representing approximately 0.2 per cent. of the issued ordinary share
capital of Xpertise. Pursuant to the City Code, he is deemed to be acting in
concert with QA-IQ Bidco.

The 29.9 per cent. interest in Xpertise Shares is the maximum level that QA-IQ
Bidco was permitted to obtain prior to announcement under the rules of the City
Code.

Each of the undertakings requires the relevant Xpertise Shareholder to accept
the Offer within seven days (or 21 days in the case of ISIS) of posting of the
Offer Document, unless prior to such date a third party has announced a
competing offer which, in the reasonable opinion of Lincoln International,
represents an improvement of at least 10 per cent. over the consideration under
the Offer. In these circumstances, if QA-IQ Bidco, within 14 days of
announcement of such competing offer, announces a revised offer on terms which
(in the reasonable opinion of Lincoln International) represents a consideration
at least equal to the third party offer, then the relevant Xpertise Shareholder
shall be bound to accept QA-IQ Bidco's revised offer within five days of the
posting of the relevant offer document.

Each of the undertakings (save in the case of ISIS) provides that the Offer must
be at a price of not less than 150 pence per Xpertise Share if the Offer is not
recommended by the Board of Xpertise or 165 pence per Xpertise Share if an Offer
is recommended by the Board of Xpertise. In the case of ISIS, QA-IQ Bidco has
separately undertaken to ISIS that the price of 150 pence in their irrevocable
undertaking will be increased to 165 pence in the event of a Recommended Offer.

Furthermore each of the undertakings includes an undertaking that the relevant
Xpertise Shareholder will vote against the resolutions to be proposed at the
Xpertise General Meeting.

In addition, QA-IQ Bidco has received a letter of intent from Singer &
Friedlander Investment Management Limited ("SFIM") to accept the Offer in
respect of a further 928,555 Xpertise Shares representing approximately 16.5 per
cent. of the issued ordinary share capital of Xpertise. Such letter of intent
provides that the Offer Price must be not less than 150 pence per Xpertise Share
if it is not recommended by the Board of Xpertise or 165 pence per Xpertise
Share if it is recommended by the Board of Xpertise. It further provides that it
is the intent of SFIM to enter into an irrevocable undertaking (on the same
terms as set out above) to accept the Offer in respect of the Xpertise Shares
the subject of the letter of intent, on the earliest date permitted by the City
Code. Furthermore SFIM has agreed to appoint an adviser of QA-IQ Bidco as a
corporate representative to attend the Xpertise General Meeting and vote against
the resolutions in respect of its entire holding of 1,225,067 Xpertise Shares.

Accordingly QA-IQ Bidco (or persons deemed to be acting in concert with it)
either controls or has received irrevocable undertakings or letters of intent to
accept the Offer, in respect of an aggregate of 2,613,105 Xpertise Shares
representing approximately 46.4 per cent. of the issued ordinary share capital
of Xpertise.

4. Background to and reasons for the Offer

The Board of QA-IQ believes that the market for technical training solutions has
been changing and now demands a larger training provider with broader
capabilities. The proliferation of different technologies and the widening and
increasingly complex demands of modern IT departments have increased the breadth
of curriculum required by many customers. Large blue-chip clients require a
fully national delivery service in terms of both geographic reach and curriculum
depth. The combination of QA-IQ and Xpertise will enable the enlarged group to
deliver this as it will have a large number of instructors and course offerings
available in many locations.

The acquisition of Xpertise by QA-IQ will also remove from Xpertise the
considerable financial, managerial and regulatory burdens of being a small
publicly quoted company.

Full acceptance of the Offer will enable Xpertise Shareholders to realise their
entire investment for cash (without incurring dealing charges) at a price which
represents a premium of approximately 94.8 per cent. to the Closing Price of 77
pence on 21 August 2008, being the last Business Day prior to the date of this
announcement.

5. Information on QA-IQ, QA-IQ Bidco and Englefield Capital

QA-IQ is currently owned as to approximately 65 per cent by funds managed by
Englefield Capital and 35 per cent. by members of its management team. QA-IQ is
an education-led services group with all its activities carried out through the
two operating companies, QA-IQ Limited and IQ Sys Limited.

QA-IQ Limited is a leading education and training company providing learning
solutions to drive business performance. It is a leading provider of IT
technical training in the UK, and a major player in the provision of
professional skills, project management, personal development and management
training programmes. Its customers benefit from a wide range of high-quality,
high-value learning services that enable organisations to achieve business
objectives by enhancing their people, processes and systems.

IQ Sys Limited is an award-winning solutions provider, distributing quality
access infrastructure, virtualisation and security solutions to the UK reseller
channel. Through a deep understanding of technology, the market and customer
needs, it combines a unique portfolio of vendor products and comprehensive
support offering to enable its customers to increase the levels of efficiency,
productivity and value from their IT infrastructure.

QA-IQ Bidco is a new company incorporated in England and Wales that has been
formed for the purpose of making the Offer. It is a wholly-owned subsidiary of
QA-IQ.

Englefield Capital is an independent private equity firm with committed equity
funds of approximately EUR 2 billion making investments in buyout and
development capital. Englefield Capital's investors include major banking
institutions, pension funds and a number of private individuals. Englefield
Capital has invested or committed to invest approximately EUR 1,017 million into
eighteen portfolio companies since 2003.

6. Financing of the Offer

Englefield Capital and funds managed by Englefield Capital have irrevocably
agreed to provide QA-IQ Bidco with facilities of up to £10.62 million to enable
it to fund the cash consideration payable under the terms of the Offer. Lincoln
International is satisfied that the necessary financial resources are available
to QA-IQ Bidco to satisfy the cash consideration due under the Offer in full.
Further information on the financing of the Offer will be set out in the Offer
Document.

7. Information on Xpertise

Xpertise was formed in 1994 and admitted to trading on AIM in January 1999 and
is now one of the UK's leading providers of authorised IT and professional
training.

Xpertise has grown both organically and via the acquisition of complementary
businesses. In January 2003 Xpertise acquired Power Education Limited, an IT
technical training provider and in January 2006 it also acquired Watermans
People and Organisational Development Limited, a provider of soft skills
training.

Xpertise has a network of training centres located in London, Thames Valley,
Leeds, Greater Manchester, East Midlands and Tyne & Wear. These centres have 45
fully equipped training rooms offering a capacity of approximately 500 delegate
places. Increasingly, training is carried out at customer locations and using
specialist associate instructors. Xpertise has 40 full-time instructors and
approximately 100 associate instructors available to deliver training to its
customers.

Through its sole trading subsidiary Xpertise provides different training
products, through one management team and with a single operating structure. The
revenue of Xpertise during 2007 was attributable to sales in the UK arising from
the principal activity of supplying IT training services.

8. Management and Employees

The Board of QA-IQ Bidco attaches great importance to the skills and experience
of the management and employees of Xpertise and gives assurances that, upon the
Offer becoming or being declared unconditional in all respects, the existing
employment rights of all Xpertise Group employees will continue to be fully
safeguarded and their accrued rights to pensions benefits protected.

9. Share Option Schemes

The Offer extends to any Xpertise Shares which are unconditionally allotted or
issued whilst the Offer remains open for acceptance (or by such earlier time
and/or date as QA-IQ Bidco may, subject to the City Code and/or with the consent
of the Panel, determine, but not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances) as a result of the
exercise of options or other awards granted under the Xpertise Share Option
Schemes.

QA-IQ Bidco will make appropriate proposals in due course to participants in the
Xpertise Share Option Schemes, to the extent that their options, or awards
granted under the Xpertise Share Option Schemes, have not been exercised.

10. Disclosure of interests in shares

Save as set out in paragraph 3 above, neither QA-IQ Bidco, nor (so far as QA-IQ
Bidco is aware) any person acting, or deemed to be acting, in concert with QA-IQ
Bidco for the purposes of the Offer has:

    (i) an interest in, or a right to subscribe for, Xpertise Shares or in any
    securities convertible or exchangeable into Xpertise Shares ("Relevant
    Xpertise Securities");

    (ii) any short position in Relevant Xpertise Securities (whether conditional
    or absolute and whether in the money or otherwise), including any short
    position under a derivative, any agreement to sell or any delivery
    obligation or right to require another person to purchase or take delivery;
    or

    (iii) borrowed or lent any Relevant Xpertise Securities (except for any
    borrowed Shares which have been either on-lent or sold) or has any
    arrangement in relation to Relevant Xpertise Securities.

For these purposes, "arrangement" includes indemnity or option arrangements and
any agreement or understanding, formal or informal, of whatever nature, relating
to Relevant Xpertise Securities which may be an inducement to deal or refrain
from dealing in such securities. In the interests of secrecy prior to this
announcement, QA-IQ Bidco has not made any enquiries in this respect of certain
parties which are or may be deemed to be acting in concert with it for the
purposes of the Offer. If such enquiries, which are now being made, reveal any
relevant additional interests, the same will be discussed with the Panel and, if
appropriate, will be disclosed to Xpertise Shareholders.

11. Compulsory Acquisition, Delisting and Cancellation of Trading in Xpertise
Shares

If QA-IQ Bidco receives acceptances under the Offer in respect of, and/or
otherwise acquires or contracts to acquire, 90 per cent. or more in nominal
value of the Xpertise Shares to which the Offer relates and of the voting rights
carried by those Xpertise Shares and assuming that all of the other conditions
of the Offer have been satisfied or waived (if capable of being waived), QA-IQ
Bidco intends to exercise its rights in accordance with sections 974 to 991 of
the Companies Act to acquire compulsorily the remaining Xpertise Shares on the
same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules, QA-IQ Bidco intends to
procure that Xpertise applies to the London Stock Exchange for the cancellation
of trading in Xpertise Shares on AIM. It is anticipated that such cancellation
will take effect no earlier than 20 Business Days after the Offer becomes or is
declared unconditional in all respects (provided that QA-IQ Bidco has acquired,
or agreed to acquire, issued ordinary share capital carrying 75 per cent. of the
voting rights of Xpertise). Delisting and the cancellation of trading of
Xpertise Shares will significantly reduce the liquidity and marketability of any
Xpertise Shares not acquired by QA-IQ Bidco.

It is also intended that, following the Offer becoming or being declared
unconditional in all respects, Xpertise will be re-registered as a private
company.

12. Anticipated Timetable

QA-IQ Bidco will dispatch the Offer Document to Xpertise Shareholders and, for
information only, to holders of share options in Xpertise as soon as practicable
and, in any event, within 28 days.

13. General

There are no agreements or arrangements to which QA-IQ Bidco is a party which
relate to the circumstances in which it may or may not invoke or seek to invoke
a condition to the Offer.

Neither QA-IQ Bidco nor any person acting in concert with QA-IQ Bidco has any
arrangement of the kind referred to in Note 6 on Rule 8 of the City Code.

Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.

The conditions to the Offer and a summary of further terms in relation to the
Offer set out in Appendix I to this announcement form part of, and should be
read in conjunction with, this announcement.

Appendix II to this announcement contains definitions of certain terms used in
this announcement.

The Offer will be subject to the applicable requirements of the City Code.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.

Enquiries:

QA-IQ Bidco                                     Telephone: [phone]
Christian Martin (Chairman)
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)

Further Information

Appendix I sets out the conditions to the Offer.

Appendix II contains definitions of certain terms used in this announcement.

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 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 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 Offer and will not be responsible to anyone other than QA-IQ Bidco for
providing the protections afforded to clients of KBC Peel Hunt or for providing
advice in relation to the 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 any
securities in any jurisdiction pursuant to the Offer or otherwise. The Offer
will be made solely through the Offer Document, which will contain the full
terms and conditions of the Offer (including details on how to accept the
Offer). Any response in relation to the 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 Offer is made. Shareholders are advised to read
carefully the formal documentation in relation to the Offer once it has been
despatched. 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 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, Canada or Japan, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, 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, 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 Offer by persons in any such jurisdiction.

The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are subject to the laws of
any jurisdiction other than the United Kingdom should obtain professional advice
and observe any applicable requirements.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of QA-IQ and certain
plans and objectives of the board of directors of QA-IQ Bidco. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements often use words
such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments made by the
board of directors of QA-IQ Bidco in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Neither QA-IQ Bidco nor its board of
directors assume any obligation to update or correct the information contained
in this announcement, whether as a result of new information, future events or
otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of QA-IQ or Xpertise
or any member of the QA-IQ Group or Xpertise Group except where expressly
stated.

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
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].

                                   Appendix I

Conditions to the Offer

The Offer will be subject to the following conditions:

    (A) valid acceptances being received (and not, where permitted, withdrawn)
    by no later than 1.00 p.m. (London time) on the first closing date of the
    Offer (or such later time(s) and/or date(s) as QA-IQ may, with the consent
    of the Panel or in accordance with the City Code, decide) in respect of more
    than 50 per cent. (or such lesser percentage as QA-IQ Bidco may, subject to
    the City Code, decide) in nominal value of the Xpertise Shares to which the
    Offer relates, provided that this condition will not be satisfied unless
    QA-IQ Bidco and/or any group company of QA-IQ Bidco shall have acquired or
    agreed to acquire, whether pursuant to the Offer or otherwise, Xpertise
    Shares carrying, in aggregate, more than 50 per cent. of the voting rights
    then normally exercisable at a general meeting of Xpertise, including for
    this purpose (except to the extent otherwise agreed by the Panel) any such
    voting rights attaching to any Xpertise Shares that are unconditionally
    allotted or issued before the Offer becomes or is declared unconditional as
    to acceptances, whether pursuant to the exercise of any outstanding
    subscription or conversion rights or otherwise; and for this purpose:

        (i) shares which have been unconditionally allotted, whether pursuant to
        the exercise of any outstanding conversion or subscription rights or
        otherwise, shall be deemed to carry the voting rights which they will
        carry upon being registered in the register of members of Xpertise;

        (ii) the expression "Xpertise Shares to which the Offer relates" shall
        be construed in accordance with Section 974 to 991 of the Companies Act;
        and

        (iii) valid acceptances shall be treated as having been received in
        respect of any Xpertise Shares that QA-IQ Bidco shall, for the purposes
        of section 979(8) of the Companies Act, be treated as having acquired or
        contracted to acquire by virtue of acceptances of the Offer;

    (B) to the extent that the Offer, if successful, would constitute a relevant
    merger within the meaning of section 23 of the Enterprise Act 2002, the
    Office of Fair Trading not having indicated that it is their intention to
    refer the proposed Offer, or any matters arising from or related to the
    Offer, to the Competition Commission;

    (C) the acquisition agreement dated 23 July 2008 between Parity Group plc,
    Parity Holdings Limited, Xpertise Group plc and Xpertise Training Limited
    relating to the acquisition by Xpertise Training Limited of Parity Training
    Limited not having become unconditional and the acquisition of Parity
    Training Limited by Xpertise Training Limited (or any other member of the
    Xpertise Group) not having otherwise completed;

    (D) Xpertise not having issued or allotted any of the Xpertise Placing
    Shares and all obligations to issue the Xpertise Placing Shares having
    lapsed or otherwise failed to become unconditional;

    (E) no government or governmental, quasi-governmental, supranational,
    statutory, regulatory, environmental or investigative body, court, trade
    agency, association, institution, or any other body or person whatsoever in
    any jurisdiction (each an "Authority") having, without the consent or
    agreement of QA-IQ Bidco, prior to the date when the Offer becomes otherwise
    unconditional in all respects, decided to take, instituted, implemented or
    threatened any action, proceedings, suit, investigation, enquiry or
    reference, or made, proposed or enacted, any statute, regulation, decision
    or order, or taken any other steps which would or might reasonably be
    expected to:

        (i) require, prevent or delay the divestiture by the Wider Xpertise
        Group or the QA-IQ Group of all or a material portion of their
        respective businesses, assets or properties or impose any material
        limitation on the ability of any of them to conduct all or any material
        portion of their respective businesses or own all or any material
        portion of their respective assets or properties;

        (ii) impose any limitation on, or result in a delay in, the ability of
        any member of the QA-IQ Group directly or indirectly to acquire or to
        hold or to exercise effectively, directly or indirectly, all or any
        rights of ownership of shares in Xpertise or on the ability of any
        member of the Wider Xpertise Group or any member of the QA-IQ Group to
        hold or exercise effectively, directly or indirectly, all or any rights
        of ownership of shares or loans or securities convertible into shares or
        any other securities (or the equivalent) in any member of the Wider
        Xpertise Group or to exercise management control over any such member of
        the Wider Xpertise Group to an extent which is material in the context
        of the Offer;

        (iii) require any member of the QA-IQ Group to offer to acquire any
        shares or other securities or interest in any member of the Wider
        Xpertise Group owned by any third party where such an acquisition would
        be material in the context of the Wider Xpertise Group taken as a whole;

        (iv) (a) make the Offer or its implementation or the acquisition or
        proposed acquisition of any shares or other securities in, or control
        of, Xpertise void, illegal, and/or unenforceable under the laws of any
        relevant jurisdiction, or otherwise, directly or indirectly, restrain,
        restrict, prohibit or delay the same, or impose additional conditions or
        obligations with respect thereto, or (b) otherwise challenge, or require
        amendment of, the Offer to an extent which is material in the context of
        the Offer; or

        (v) otherwise adversely affect the business, assets or profits of any
        member of the QA-IQ Group or any member of the Wider Xpertise Group in a
        manner which is material in the context of the Wider Xpertise Group or
        of the obligations of the members of the QA-IQ Group in connection with
        the Offer in each case taken as a whole,

    and all applicable waiting and other time periods during which any Authority
    could decide to take, institute, implement or threaten any such action,
    proceeding, suit, investigation or enquiry having expired or been
    terminated;

    (F) all necessary filings having been made in connection with the Offer and
    all statutory or regulatory obligations in any relevant jurisdiction having
    been complied with in connection with the Offer or the acquisition by any
    member of the QA-IQ Group of any shares or other securities in, or control
    of, Xpertise and all necessary waiting periods under any applicable
    legislation or regulations of any relevant jurisdiction having expired,
    lapsed or been terminated (as appropriate) and all authorisations, orders,
    recognitions, grants, consents, licences, confirmations, clearances,
    permissions and approvals necessary or in respect of the Offer and the
    proposed acquisition of any shares or other securities in, or control of,
    Xpertise by any member of the QA-IQ Group having been obtained in terms and
    in a form satisfactory to QA-IQ (acting reasonably) from all relevant
    Authorities or persons with whom any member of the Wider Xpertise Group has
    entered into contractual arrangements and all such authorisations, orders,
    recognitions, grants, consents, licences, confirmations, clearances,
    permissions and approvals, together with all authorisations, orders,
    recognitions, grants, licences, confirmations, clearances, permissions and
    approvals necessary to carry on the business of any member of the Wider
    Xpertise Group, remaining in full force and effect and all filings necessary
    for such purpose have been made and there being no notice of any intention
    to revoke or not to renew the same at the time at which the Offer becomes
    otherwise unconditional (where such revocation or failure to renew would be
    material in the context of the Wider Xpertise Group, taken as a whole) and
    all necessary statutory or regulatory obligations in any relevant
    jurisdiction having been complied with in all material respects;

    (G) save as Disclosed, there being no provisions of any arrangement,
    agreement, licence, permit or other instrument to which any member of the
    Wider Xpertise Group is a party or by or to which any such member or any of
    its assets may be bound, entitled or subject and which, in consequence of
    the Offer, or the proposed acquisition of any shares or other securities in
    Xpertise or because of a change in the control or management of Xpertise or
    otherwise, could or might reasonably be expected to result, to an extent in
    each case, which would be material in the context of the Wider Xpertise
    Group taken as a whole, in:

        (i) any monies borrowed by, or any other indebtedness (actual or
        contingent) of or grant available to, any such member, being or becoming
        repayable or capable of being declared repayable immediately or earlier
        than their or its stated maturity date or repayment date or the ability
        of such member to borrow monies or incur any indebtedness being
        withdrawn or inhibited;

        (ii) the creation of any mortgage, charge or other security interest
        over the whole or any part of the business, property or assets of any
        such member or any such security (whenever arising or having arisen)
        becoming enforceable;

        (iii) any such arrangement, agreement, licence, permit or instrument or
        the rights, liabilities, obligations or interests thereunder of any such
        member of the Wider Xpertise Group being terminated or adversely
        modified or any action being taken or any obligation or liability
        arising thereunder that is material in the context of the Offer;

        (iv) any assets or interests of any such member being or falling to be
        disposed of or charged or any right arising under which any such asset
        or interest could be required to be disposed of or charged;

        (v) the rights, liabilities, obligations, interests or business of any
        such member in or with any firm or body or, in the case of a business
        any arrangements relating to such interest or business, being terminated
        or adversely modified or affected;

        (vi) any such member ceasing to be able to carry on business under any
        name under which it presently does so;

        (vii) the financial or trading position or prospects of any member of
        the Wider Xpertise Group being prejudiced or adversely affected to an
        extent which is material in the context of the Offer; or

        (viii) the creation of any material liability, actual or contingent, by
        any such member otherwise than in the ordinary course of business;

    and no event having occurred which, under any provision of any agreement,
    arrangement, licence, permit, or other instrument to which any member of the
    Wider Xpertise Group is a party or by or to which any such member or any of
    its assets is bound, entitled or subject, would result in any of the events
    or circumstances as are referred to in sub-paragraphs (i) to (viii) of this
    paragraph (G);

    (H) save as Disclosed, no member of the Wider Xpertise Group since 31
    December 2007 having:

        (i) (without prejudice to paragraph D of this Appendix 1) issued or
        agreed to issue or authorised or proposed the issue or grant of
        additional shares of any class, or securities convertible into, or
        rights, warrants or options to subscribe for or acquire any such shares
        or convertible securities (save for options granted, and for any
        Xpertise Shares allotted upon exercise of options granted, prior to the
        date hereof under the Xpertise Share Option Schemes);

        (ii) other than to a wholly-owned member of the Xpertise Group,
        recommended, declared, paid, made or proposed to recommend, declare, pay
        or make any bonus, dividend or other distribution whether payable in
        cash or otherwise;

        (iii) issued, authorised or proposed the issue of any debentures, save
        in the ordinary course of business, or incurred or increased any
        indebtedness or become subject to any contingent liability which is
        material in the context of the Wider Xpertise Group as a whole;

        (iv) entered into or offered to enter into (which remains open for
        acceptance) any contract, any reconstruction or amalgamation, any
        transaction or arrangement otherwise than in the ordinary course of
        business which in any such case is material in the context of the Wider
        Xpertise Group as a whole;

        (v) entered into an agreement, contract, arrangement or commitment or
        passed any resolution or made any offer (which remains open for
        acceptance) with respect to any of the transactions or events referred
        to in this paragraph which in any such case is material in the context
        of the Wider Xpertise Group as a whole;

        (vi) entered into or materially varied or made an offer (which remains
        open for acceptance) to enter into or materially vary, the terms of any
        service agreement with any director, or (other than in the ordinary
        course of business) with any senior executive of the Xpertise Group;

        (vii) entered into or offered to enter into (which offer remains open
        for acceptance) any agreement which consents to the restriction of the
        scope of the business of any member of the Wider Xpertise Group which is
        material in the context of the Wider Xpertise Group or the QA-IQ Group
        as a whole;

        (viii) waived or compromised any material claim otherwise than in the
        ordinary course of business which is material in the context of the
        Wider Xpertise Group taken as a whole;

        (ix) entered into or varied or authorised, or offered (which offer
        remains open for acceptance) to enter into or vary any contract,
        transaction or commitment (whether in respect of capital expenditure or
        otherwise) which is of a long term, onerous or unusual nature or
        magnitude or which is restrictive to the businesses of any member of the
        Wider Xpertise Group or which involves an obligation of such a nature or
        magnitude and which is material in the context of the Wider Xpertise
        Group as a whole;

        (x) purchased, redeemed or repaid or announced any proposal to purchase,
        redeem or repay any of its own shares or other securities or reduced,
        save in respect of the matters mentioned in sub-paragraph (i) above, or
        made any other material change to any part of its share capital;

        (xi) taken any corporate action or (to an extent which is material in
        the context of the Xpertise Group taken as a whole) had any legal
        proceedings started or threatened against it for its winding-up,
        dissolution or reorganisation or for the appointment of a receiver,
        administrative receiver, administrator, trustee or similar officer of
        all or any of its assets or revenues or any analogous proceedings in any
        jurisdiction or had any such person appointed;

        (xii) save for transactions between wholly-owned members of the Xpertise
        Group, merged with any body corporate or acquired or disposed of or
        demerged or transferred, mortgaged or charged or created any security
        interest over any material assets or any right, title or interest in any
        material asset (including shares in subsidiaries, associates and trade
        investments) or authorised or proposed or announced any intention to
        propose any merger, demerger, acquisition or disposal, transfer,
        mortgage or charge or security interest or change in its loan capital,
        as aforesaid (other than in the ordinary course of business) which in
        any such case is material in the context of the Offer;

    (I) since 31 December 2007 and save as Disclosed:

        (i) there having been no adverse change in the business, assets,
        financial or trading position or profits of Xpertise or any other member
        of the Wider Xpertise Group in each case which is material in the
        context of the Wider Xpertise Group taken as a whole;

        (ii) there having been no litigation, arbitration proceedings,
        prosecution or other legal proceedings to which any member of the Wider
        Xpertise Group is or could reasonably be expected to become a party
        (whether as plaintiff or defendant or otherwise), no such proceedings
        having been threatened in writing against any member of the Wider
        Xpertise Group and no investigation by an Authority against or in
        respect of any member of the Wider Xpertise Group having been
        instituted, threatened or announced by or against or remaining
        outstanding in respect of any member of the Wider Xpertise Group which
        in any such case might adversely affect any member of the Wider Xpertise
        Group in any way which is material in the context of the Wider Xpertise
        Group taken as a whole;

        (iii) no contingent or other liability having arisen which would be
        reasonably likely materially and adversely to affect the Wider Xpertise
        Group taken as a whole; or

        (iv) no steps having been taken which are likely to result in the
        withdrawal, cancellation, termination or modification of any licence
        held by any member of the Wider Xpertise Group which is necessary for
        the proper carrying on of its business and where such withdrawal,
        cancellation, termination or modification would be material in the
        context of the Wider Xpertise Group, taken as a whole;

    (J) save as Disclosed, QA-IQ Bidco not having discovered after the date of
    this announcement:

        (i) that any financial, business or other information concerning the
        Wider Xpertise Group that is material in the context of the Offer as
        contained in the information publicly disclosed at any time by any
        member of the Wider Xpertise Group, is materially misleading, contains a
        material misrepresentation of fact or omits to state a fact necessary to
        make the information contained therein not materially misleading which
        has not been corrected and which is material in the context of the Wider
        Xpertise Group taken as a whole;

        (ii) that any member of the Wider Xpertise Group is subject to any
        liability (contingent or otherwise) which is not disclosed in the Annual
        Report and Accounts of Xpertise for the financial year ended 31 December
        2007 and which is material in the context of the Wider Xpertise Group
        taken as a whole;

        (iii) that any past or present member of the Wider Xpertise Group has
        not complied with any and all applicable laws and regulations of any
        relevant jurisdiction relating to an emission, disposal, discharge,
        deposit, spillage or leak of waste or hazardous or harmful substances on
        or about or from any land or property of any description or other asset
        now or previously owned, occupied or made use of by any past or present
        member of the Wider Xpertise Group which non-compliance would be
        reasonably likely to give rise to any liability (whether actual or
        contingent) on the part of any member of the Wider Xpertise Group which
        would be material in the context of the Xpertise Group taken as a whole;
        and

        (iv) that there is or is likely to be, for that or any other reason
        whatsoever, any liability (whether actual or contingent) of any past or
        present member of the Wider Xpertise Group to or requirement to make
        good, repair, reinstate or clean-up any property now or previously
        owned, occupied or made use of by any past or present member of the
        Wider Xpertise Group which is material in the context of the Xpertise
        Group taken as a whole.

    The Offer will lapse unless the conditions set out above (other than
    condition (A)) are fulfilled or (if capable of waiver) waived or, where
    appropriate, have been determined by QA-IQ Bidco in its reasonable opinion
    to be or to remain satisfied no later than 21 days after (i) the first
    closing date of the Offer (ii) the date on which the Offer becomes or is
    declared unconditional as to acceptances, whichever is the later, or such
    later date as the Panel may agree. QA-IQ Bidco shall be under no obligation
    to waive (if capable of waiver), to determine to be or remain satisfied, or
    to treat as fulfilled any of the conditions (B) to (J) inclusive by any date
    earlier than the latest date specified above for fulfilment of that
    condition.

    QA-IQ Bidco reserves the right to waive, in whole or in part, all or any of
    conditions (B) to (J) inclusive.

    QA-IQ shall be under no obligation to waive or treat as satisfied any of
    conditions (B) to (J) inclusive by a date earlier than the latest date
    specified above for the satisfaction thereof notwithstanding that the other
    conditions of the Offer may at such earlier date have been waived or
    fulfilled and that there are at such earlier date no circumstances
    indicating that any such conditions may not be capable of fulfilment. If
    QA-IQ Bidco is required by the Panel to make an offer for Xpertise Shares
    under the provisions of Rule 9 of the City Code, QA-IQ Bidco may make such
    alterations to the conditions as are necessary to comply with the provisions
    of that Rule.

    The Offer will lapse (unless otherwise agreed by the Panel) if it is
    referred to the Competition Commission in the United Kingdom before 1.00
    p.m. (London time) on the first closing date of the Offer or the date on
    which the Offer becomes or is declared unconditional as to acceptances,
    whichever is the later. In such circumstances the Offer will cease to be
    capable of further acceptance and persons accepting the Offer and QA-IQ
    Bidco shall thereupon cease to be bound by acceptances delivered on or
    before the date on which the Offer so lapses.

    This Offer will be governed by English Law and will be subject to the
    jurisdiction of the English courts and the conditions set out above and
    those terms which will be set out in the Offer Document and in the Form of
    Acceptance.

                                   Appendix II

Definitions

The following definitions apply throughout this announcement, unless the context
otherwise requires:

"AIM"                       the AIM market operated by the London Stock Exchange;
"AIM Rules"                 the AIM Rules for Companies published by the London Stock Exchange;
"Board of QA-IQ"            the board of directors of QA-IQ as at the date of this announcement;
"Board" or "Board of        the board of directors of Xpertise as at the date of this announcement;
 Xpertise" or "Xpertise
 Directors"
"Business Day"              a day (other than a Saturday, a Sunday or public holiday) on which banks are generally open
                             for business in the City of London for the transaction of all normal sterling banking
                             business;
"Canada"                    Canada, its provinces and territories and all areas subject to its jurisdiction and any
                             political subdivision thereof;
"City Code"                 the City Code on Takeovers and Mergers of the United Kingdom;
"Closing Price"             the closing middle market quotation of an Xpertise Share as derived from the AIM Appendix to
                             the Daily Official List;
"Companies Act"             the Companies Act 2006 (as amended);
"Daily Official List"       the Daily Official List of the London Stock Exchange;
"Deferred Shares"           means the deferred shares of 0.1 pence each in the capital of Xpertise of which
                             3,091,308,066 are in issue at the date of this announcement;
"Disclosed"                 (i) as disclosed in the Annual Report and Accounts of Xpertise for the financial year ended
                             31 December 2007; or (ii) publicly announced by Xpertise (by the delivery of an
                             announcement to an authorised Regulatory Information Service) prior to the date of this
                             announcement;
"Englefield Capital"        Englefield Capital LLP;
"Form of Acceptance"        the form of acceptance relating to the Offer which will be distributed with the Offer
                             Document;
"FSA"                       the Financial Services Authority;
"FSMA"                      the Financial Services and Markets Act 2000 (as amended);
"ISIS"                      means together Baronsmead VCT 2 plc, Baronsmead VCT 3 plc and Baronsmead VCT 4 plc
"Japan"                     Japan, its cities, prefectures, territories and possessions;
"KBC Peel Hunt"             KBC Peel Hunt Ltd., corporate broker to QA-IQ Bidco;
"Lincoln International"     Lincoln International LLP, financial adviser to QA-IQ Bidco;
"Listing Rules"             the rules and regulations made by the Financial Services Authority in its capacity as the UK
                             Listing Authority under the Financial Services and Markets Act 2000 and contained in the
                             publication of the same name;
"London Stock Exchange"     London Stock Exchange plc, together with any successors thereto;
"Non-Overseas Xpertise      those Xpertise Shareholders who are not Overseas Xpertise Shareholders;
 Shareholders"
"Offer"                     the proposed offer to be made by QA-IQ Bidco to acquire all of the issued and to be issued
                             Xpertise Shares not already owned (or contracted to be acquired) by any member of the QA-IQ
                             Group on the terms and conditions to be set out in the Offer Document and where the context
                             permits any subsequent revision, variation, extension or renewal thereof;
"Offer Document"            the document to be published containing the Offer;
"Offer Price"               150 pence per Xpertise Share;
"Overseas Xpertise          Xpertise Shareholders who hold Xpertise Shares who are citizens, residents or nationals of
 Shareholders"               jurisdictions outside the United Kingdom or who are nominees of, or custodian or trustees
                             for citizens or nationals of other countries;
"Panel"                     The Panel on Takeovers and Mergers of the United Kingdom;
"Parity Training"           Parity Training Limited;
"QA-IQ"                     QA-IQ Holdings Limited, a company registered in England and Wales under number 6255402;
"QA-IQ Bidco"               QA-IQ Investments (UK) Limited, a company registered in England and Wales under number
                             6670975, a wholly owned subsidiary of QA-IQ;
"QA-IQ Group"               QA-IQ Holdings Limited and its subsidiary undertakings from time to time;
"Regulatory Information     any of the services set out in Appendix 3 to the Listing Rules;
 Service"
"Third Party"               any government, government department or governmental, quasi-governmental, supranational,
                             statutory, regulatory, environmental or investigative body, court, stock exchange, trade
                             agency, association, institution or any other body or person whatsoever in any
                             jurisdiction;
"UK" or "United Kingdom"    the United Kingdom of Great Britain and Northern Ireland;
"United States" or "USA"    the 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;
"VAT"                       United Kingdom value added tax; and
"Wider Xpertise Group"      Xpertise, any subsidiary and associated undertakings of Xpertise and any other undertakings
                             in which Xpertise and any such subsidiary and associated undertakings (aggregating their
                             interests) have a significant interest.
"Xpertise"                  Xpertise Group plc;
"Xpertise Annual Report and the audited annual consolidated financial statements of the Xpertise Group for the financial
 Accounts"                   year ended 31 December 2007;
"Xpertise General Meeting"  means the general meeting of Xpertise to be held on 26 August 2008 at noon (and any
                             adjournment thereof) for the purpose of considering various resolutions relating to the
                             proposed acquisition by Xpertise of Parity Training and related financing, as set out in
                             the notice of general meeting circulated to Xpertise Shareholders and dated 23 July 2008;
"Xpertise Group"            Xpertise and its subsidiary undertakings;
"Xpertise Placing"          means the conditional placing of the Xpertise Placing Shares by Daniel Stewart & Company plc
                             as agent on behalf of Xpertise;
"Xpertise Placing Shares"   means the 3,250,000 ordinary shares of 8 pence each in the capital of Xpertise which
                             Xpertise proposes to issue in order to partly finance the acquisition of Parity Training;
"Xpertise Resolutions"      means each of the ordinary and special resolutions set out in the notice of the Xpertise
                             General Meeting and any variation or amendment thereto;
"Xpertise Share Option      means the Xpertise Unapproved Share Option Scheme and the Xpertise Enterprise Management
 Schemes"                    Incentive Scheme;
"Xpertise Share Options"    the options over Xpertise Shares granted under the Xpertise Share Option Schemes;
"Xpertise Shares"           the existing unconditionally allotted and issued and fully paid ordinary shares of 8 pence
                             each in the capital of Xpertise and any further ordinary shares of 8 pence each in the
                             capital of Xpertise which are unconditionally allotted and issued and fully paid before the
                             date on which the Offer closes or before such earlier date as QA-IQ Bidco (subject to the
                             City Code) may determine, not being earlier than the date on which the Offer becomes or is
                             declared unconditional as to acceptances;
"Xpertise Shareholders"     the holders of Xpertise Shares;
"Xpertise Training"         Xpertise Training Limited;

For the purposes of the definition of "Wider Xpertise Group" only "subsidiary
undertaking", "associated undertaking" and "undertaking" have the meaning given
to those terms by the Companies Act (but for this purpose, ignoring paragraph
20(1)(b) of Schedule 4A to the Companies Act 1985) and "significant interest"
means a direct or indirect interest of 20 per cent. or more of the voting or
equity share capital (or the equivalent) of the undertaking.

All references to legislation in this announcement are to English legislation
unless the contrary is indicated.

Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.

For the purposes of this announcement, "subsidiary undertaking", "subsidiary,"
"associated undertaking" and "undertaking" have the meanings under the Companies
Act.

References to "£", "pounds sterling" and "pence" are to the lawful currency of
the United Kingdom.

Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.

All times referred to in this announcement are to London times unless otherwise
specified.

END.