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30 May 2000

McLAREN CONSULTING IN £20 MILLION DEMERGER

PENTA CAPITAL COMPLETES FIRST DEAL AS McLAREN DIRECTORS REINVEST IN NEWLY FORMED GROUP

McLaren Consulting has effected a demerger from Hamilton based parent company ISI Group plc and created a new holding company, McLaren plc in a deal valued at £20 million.

The business, a global leader in the provision of e-business solutions to the process, telecommunications, utilities and transport industries, aims to double in size in the coming year in order to satisfy unparalleled demand for its services.

This is Penta Capital's first deal and sees the fund investing a total of £10.0m for a 39.5% stake in McLaren plc, which includes a significant level of funding for the ongoing development of the business. The deal, which closed on Thursday 25th May, sees all one hundred McLaren personnel moving into the newly created group with many investing in the venture, joining chief executive officer Paul Muir who led the deal.

All five of the ISI Group plc directors - Paul Muir, Tom O'Hara, Paul Kasler, Alex Allen and Chris Brighouse - who sold the business are rolling over the bulk of their gain from the sale into McLaren plc in order to build the global business rapidly towards an Initial Public Offering (IPO) by the end of 2001. The deal will also lead to £ 3m of investment back into ISI Group plc by the vendors to further fund the ISI Group plc technology companies development and in rolling out new businesses.

Bank of Scotland provided £ 7m of acquisition & working capital debt to McLaren plc.

McLaren plc, the holding company, has four subsidiaries, McLaren Consulting Ltd, McLaren Consulting Inc, McLaren Consulting BV and McLaren Consulting Gmbh and is headquartered in Glasgow, Scotland with European offices in Aberdeen, Dusseldorf and Amsterdam and US offices in Houston, Texas, San Francisco, California, Chicago, Illinois and Horsham, Pennsylvania. The business aims to open new offices in London later this year.

"This deal is an absolute validation of our strategy to further build a profitable global business by extending our leading edge e-business solutions to customers whilst investing in new technologies to enhance our service offerings," commented McLaren plc chief executive officer (CEO) Paul Muir.

"We have substantial funds now available to invest in research and development, infrastructure and leading edge technology for our field consultants. We are actively looking to recruit many more consultants to join what we believe to be one of the UK's fastest growing and exciting young companies in order to satisfy global demand for our solutions offerings."

McLaren plc represents Penta Capital's first investment after recently holding the £100m first closing of its private equity fund. Penta Capital, which initiated and structured the deal, sees McLaren plc as a business with unparalleled growth opportunities;

"This is an ideal signature investment for Penta. McLaren has a track record of delivering high added value e-business solutions to a global blue chip client base, through its established alliances in the US and niche market position " commented David Calder, director of Penta Capital, who joins the board of McLaren plc.

"McLaren sits in two of Penta's key areas of sector focus, IT and B2B services and we are delighted to support Paul and his team take the business to the next level, by adding value through our people and networks " he added.

Brian Johnstone from Bank of Scotland commented;

"This is a prime example of a Scottish business at the leadership edge of a global business market worth billions. We at the Bank are delighted to be supporting McLaren plc as it drives forward ambitious growth plans on the back of an exceptional management team and a sound and profitable business model."

Industry analyst, Rory Staunton of Strategy Partners and previously at the Gartner Group commented;

"McLaren plc has shown that it can compete with global consulting firms including the Big 5 Accountancy firms and it is therefore ideally positioned to become a dominant force in this market space."

McLaren has built its global business through a close alliance with key technology partner Documentum (NASDAQ: DCTM) who are acknowledged as an industry leader in Enterprise Document and Web Content Management Solutions (EDMS).

Notes to Editors

Paul Muir retains his shareholding in ISI Group plc and becomes executive chairman of ISI Group plc.

Advisors on the deal include:

For Penta Capital and McLaren plc: Dickson Minto, legal; Deloitte & Touche, diligence; Ernst and Young, business planning; Strategy Partners, commercial review.

For ISI Group plc: MacRoberts, legal; PricewaterhouseCoopers, tax

For the Management team: McClure Naismith.

To find out more about McLaren plc and its subsidiary companies go to www.mclarenplc.com.

Penta Capital Partners Limited is Regulated by IMRO