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

   Receipt of an irrevocable undertaking in connection with the cash offer for
   Xpertise Group plc ("Xpertise") to be made by Lincoln International LLP on
    behalf of QA-IQ Investments (UK) Limited ("QA-IQ Bidco"), a wholly owned
                      subsidiary of QA-IQ Holdings Limited

Further to the announcement made by QA-IQ Bidco on 22 August 2008 in relation to
the Offer to be made by Lincoln International LLP on its behalf for Xpertise
(the "Cash Offer Announcement"), QA-IQ Bidco is pleased to announce that it has
received a further irrevocable undertaking to accept the Cash Offer in respect
of 789,910 Xpertise Shares, representing approximately 14.0 per cent. of the
issued ordinary share capital of Xpertise.

As envisaged by the letter of intent entered into by Singer & Friedlander
Investment Management Limited ("SFIM") and disclosed in the Cash Offer
Announcement, SFIM has granted an irrevocable undertaking in favour of QA-IQ
Bidco in respect of 789,910 Xpertise Shares (being part of the holding the
subject of the letter of intent).

This irrevocable undertaking is in addition to the existing undertaking from
SFIM in respect of 296,512 Xpertise Shares described in the Cash Offer
Announcement and requires SFIM to accept the Offer within seven days 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 SFIM shall be bound to accept
QA-IQ Bidco's revised offer within five days of the posting of the relevant
offer document.

This irrevocable undertaking further 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. This irrevocable undertaking also includes an
undertaking that SFIM will vote against the resolutions to be proposed at the
Xpertise General Meeting.

Accordingly, QA-IQ Bidco has received irrevocable undertakings to accept the
Offer in respect of a total of 2,474,460 Xpertise Shares, representing
approximately 43.9 per cent. of the issued ordinary share capital of Xpertise.
QA-IQ Bidco also has a letter of intent in respect of 138,645 Xpertise Shares
and, through a concert party, control of a further 10,000 Xpertise Shares, so
that in aggregate it has support from Xpertise Shareholders in respect of
2,613,105 Xpertise Shares, representing approximately 46.4 per cent. of the
issued ordinary share capital of Xpertise.

Terms used, but not defined, in this announcement shall have the same meanings
given to them in the Cash Offer Announcement.

Enquiries:

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

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].