Rejection of Proposed Offer

    OFEX HOLDINGS PLC

                          REJECTION OF PROPOSED OFFER

The Board of OFEX Holdings plc ("OFEX" or the "COMPANY") notes the announcement
made today by Atlantic Law, on behalf of Shield Investments Plc, and confirms
that it unanimously rejected the proposed offer and intends to proceed with the
extraordinary general meeting to approve the proposed placing, referred to
below, to be held at 10.00 a.m. on 1 November 2004.

In reaching its decision to reject the proposed offer the Board considered,
inter alia, the following factors:

*    the value of the proposed offer is uncertain because it consists wholly or
     partially of shares in a newly incorporated and unquoted company.

*    the partial cash alternative of 6 pence per ordinary share of OFEX does
     not represent fair value for shareholders based on the future prospects of the
     Company.

*    in total only GBP645,981 is to be made available to meet the cash element
     of the proposed offer and therefore shareholders, in respect of the cash
     alternative and depending on the level of demand for it, may only receive an
     equivalent of 3 pence per ordinary share of OFEX.

*    the proposed offer would create financial uncertainty for the Company.
     The proposed placing (as referred to in the circular to shareholders of OFEX
     dated 8 October 2004) provides certainty of funding for the Company. The
     proposed offer requires the proposed placing to be withdrawn which would create
     financial uncertainty for the Company.

*    the proposed offer is subject to a number of conditions which may or may
     not be fulfilled and which, if fulfilled, may take a considerable period of
     time to achieve.

*    Shield Investments plc has not yet raised GBP1.6 million which it
     acknowledges that it needs to fund OFEX's business; this adds a significant
     further element of financial uncertainty.

*    if the proposed offer proceeds, the directors of OFEX believe that the net
     funding made available to the Company will be substantially less than that made
     available from the net proceeds of the proposed placing.

*    the shareholder directors, representing in excess of 50 per cent. of the
     existing share capital of the Company, have unanimously rejected the proposed
     offer.

Accordingly, the Board, which has been advised by Numis Securities Limited, has
unanimously decided to reject the proposed offer.  In giving its advice, Numis
Securities Limited has taken account of the Directors' commercial assessments.

Save as disclosed herein there has been no material change in the information
contained in the circular to shareholders of OFEX dated 8 October 2004.

The directors of OFEX Holdings plc accept responsibility for the information
contained in this announcement and, to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.

Numis Securities Limited is acting for OFEX in connection with the proposed
offer and no-one else and will not be responsible to anyone other than OFEX for
providing the protections afforded to clients of Numis nor for providing advice
in relation to the proposed offer nor any other matter referred to herein.

For further enquiries, please contact:

OFEX HOLDINGS PLC

Jonathan Jenkins         020 7553 2010

NUMIS SECURITIES LIMITED

Paul Gildersleeves        07799 620862

Nick Westlake             07799 430832



END

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