RNS Number:2953M
DTZ Holdings PLC
13 June 2003

13 June 2003

                                DTZ Holdings plc

                  Proposed acquisition by DTZ Jean Thouard SA
                 of shares in DTZ Asset Management (France) SA
                         which it does not already own

DTZ Holdings plc ("DTZ" or the "Company") today announces that its subsidiary,
DTZ Jean Thouard SA ("DTZ Jean Thouard"), has agreed to acquire the shares in
DTZ Asset Management (France) SA ("AMF") which it does not already own for an
initial cash payment of Euro7.5 million.


Highlights


  * Purchase of 39.9 per cent of the shares in AMF from Mr Patrice Genre and
    Mr Francois Brisset (the "Sellers");


  * Initial cash payment to the Sellers of Euro7.5 million and deferred cash
    consideration, estimated to be Euro2.3 million based on forecasted future
    profits;


  * DTZ Group and the Sellers have agreed to establish and become shareholders
    in a new company to be known as DTZ Asset Management (Europe) SA ("EAM")
    which aims to expand DTZ Group's real estate asset management operations in
    France and other Continental European countries;


  * Transaction will be immediately earnings enhancing;


  *  The Directors expect that the results of the Company for the year ended
    30 April 2003 will be in line with market expectations.


Tim Melville-Ross, Chairman of DTZ commented


"Our French asset management business has proved to be very profitable and has
grown rapidly and ahead of expectations.  We have identified significant demand
for similar services elsewhere in Europe and this transaction provides us with a
strong foundation to expand the operation into other continental European
countries."


Your attention is drawn to the full text of the announcement as detailed below.


Enquiries:


DTZ Holdings plc


Mark Struckett - Chief Executive                                 020 7408 1161

Tim Maynard  - Finance Director


Financial Dynamics                                               020 7831 3113


Stephanie Highett

Dido Laurimore


Introduction



DTZ announces today that its subsidiary, DTZ Jean Thouard, has agreed to acquire
the shares in AMF which it does not already own from Mr. Patrice Genre and Mr.
Francois Brisset who hold in aggregate 39.9 per cent. of the shares in AMF and
are also members of its management board.  The consideration comprises an
initial cash payment of Euro7.5 million and a deferred cash consideration element,
currently estimated by the board of DTZ (the "Board") to be approximately Euro2.3
million based on forecasted future profits of AMF.


Under the terms of the share purchase agreement, the DTZ Group and the Sellers
have also agreed to establish a new company to be known as EAM with the aim of
expanding the DTZ Group's real estate asset management operations in France and
other Continental European countries.


Information on AMF


AMF, which was formed in 1999 by DTZ Jean Thouard and the Sellers, carries on
the business of the asset management of property portfolios in France.  It
enters into fixed term contracts with its clients, typically for periods of
between 4 and 9 years, and agrees with them a defined strategy for each
portfolio. AMF provides its clients with a full service package including
sourcing the finance for, and the acquisition, active management and subsequent
disposal of, properties.  It currently operates in the residential, office,
logistics and retirement homes sectors. AMF is remunerated through recurring
asset management fees, through acquisition and disposal fees and through
incentive fees based on the excess over certain thresholds of the internal rate
of return generated within the portfolio.



Based on unaudited accounts, for the year ended 31 December 2002 AMF had fee
income of Euro8.77 million and profit before tax of Euro5.50 million.  Based on
audited accounts, for the year ended 31 December 2001 AMF had fee income of
Euro3.77 million and profit before tax of Euro1.49 million and, for the 19 month
period to 31 December 2000, it had fee income of Euro2.17 million and profit before
tax of Euro0.67 million.  As at 31 December 2002, AMF had unaudited net assets of
Euro5.04 million.


Background to and reasons for the transaction


AMF has been a profitable venture and has grown rapidly and ahead of management
expectations. The Board believes that there is demand for similar services in
other Continental European countries and this is supported by recent and current
client requests. DTZ therefore wishes to extend these asset management
operations beyond France into other Continental European countries.


In view of the potential to increase the scale of the operations, DTZ believes
that it is appropriate to increase its interest in the business at this stage
while creating a new structure which, if considered appropriate, would allow for
the introduction of new partners.  To achieve this, DTZ Jean Thouard has agreed
to buy out the minority interests in AMF and at the same time establish EAM.
While AMF will continue to service existing contracts, new contracts anywhere in
Continental Europe (including France) will be undertaken by EAM.  The Sellers
will hold a 20 per cent. interest in EAM as a means of incentivising them to
develop this new area of business in the same way as they have done successfully
with AMF.  Following completion, AMF and associated individuals will subscribe
in cash and at par for 29,600 shares of Euro1 each in EAM (representing 80 per
cent. of its total issued share capital) and the Sellers will each subscribe in
cash and at par for 3,700 shares of Euro1 each (representing 10 per cent. of its
issued share capital). AMF and the Sellers will enter into a shareholders'
agreement to govern their relationship as shareholders in EAM.  Each Seller
will, at completion, also enter into a new employment agreement with AMF.



The Directors believe that the following benefits will arise from the
transaction:



*  AMF has approximately 20 significant existing contracts which will
provide fee income up to 2011.  The majority of this will be generated by 30
April 2007, providing a reasonably secure source of fee income and cashflow
which has a different income profile to the DTZ Group's other business
activities;



*  AMF has an established track record in France and a business model
which can be rolled out into other parts of Europe;


*  the business will create investment and professional services
opportunities for the other European businesses of the DTZ Group; and


*  it will be immediately earnings enhancing excluding any new business
generated by EAM and any potential tax benefits.


Financial Effects of the transaction


At completion DTZ Jean Thouard will pay an initial consideration of Euro7.5 million
in cash. The Board expects that, based on current management forecasts, total
deferred consideration of approximately Euro2.3 million will be payable in cash
over a period of approximately 8 years based on the future profits before
taxation of AMF, the majority of which will be generated by 30 April 2007.  DTZ
Jean Thouard will also pay to each Seller an amount of Euro0.85 million which
represents his share of the surplus reserves of AMF up to 31 December 2002.
Each Seller has agreed to waive his entitlement to receive any dividends from
AMF.  The initial consideration and the subscription for shares in EAM will be
financed from the existing cash resources and committed bank facilities of DTZ.


The Board is of the opinion that immediately following completion there will be
an increase in earnings per share. This excludes the benefits that are expected
to be achieved from the new business generated by EAM and any potential tax
benefits.


Current Trading


The Directors expect that the results of the Company for the year ended 30 April
2003 will be in line with market expectations.  The preliminary results are
expected to be announced on 9 July 2003 when an update on current trading will
be given.


Circular and Notice of EGM


In view of the shareholdings of the Sellers in AMF and the fact that the Sellers
are also members of the management board of AMF, the acquisition by DTZ Jean
Thouard of their aggregate holdings and the establishment of EAM is a related
party transaction under the Listing Rules and is therefore subject to the
approval of DTZ shareholders. Consequently, an Extraordinary General Meeting
will be held at 9.00 a.m. on 30 June 2003 at One Curzon Street, London, W1A 5PZ
at which such approval will be sought.


A circular containing further details of the transaction and convening the
Extraordinary General Meeting is expected to be sent to DTZ shareholders
shortly.

                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

ACQMGGMVGFDGFZM