Volvere Regulatory News (VLE)

14 Sep 2006 15:20

Volvere PLC14 September 2006 OFFER FOR NMT GROUP PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 14 September 2006 Recommended Offer by Volvere plc ("Volvere") for the entire issued and to be issued share capital of NMT Group PLC ("NMT") Summary • The Independent Volvere Directors and the Independent NMT Directors are pleased to announce that they have reached agreement on the terms of a recommended share offer, to be made by Volvere, to acquire the entire issued share capital of NMT not already owned by Volvere ("the Offer"). • The Independent NMT Directors, having been so advised by Shore Capital, consider the terms of the Offer to be fair and reasonable and have agreed to recommend the Offer to NMT Shareholders. In providing its advice to the Independent NMT Directors, Shore Capital has taken into account thecommercial assessments of the Independent NMT Directors. • The Offer will be 1 New Volvere Share for every 3 NMT Shares. • Based on the Closing Price of 182.5 pence per Volvere Share on13 September 2006, being the latest practicable date prior to the publication ofthis announcement, the Offer values each NMT Share at approximately 60.8 pence,representing a premium of approximately 20.5 per cent. over the Closing Price ofan NMT Share of 50.5 pence at the close of business on 13 September 2006, beingthe last business day before the date of this announcement, and values theexisting issued ordinary share capital of NMT at approximately £5.3 million. • Volvere already holds 2,604,683 NMT Shares representing 29.9 percent. of NMT's issued ordinary share capital. • An irrevocable undertaking to accept the Offer has been receivedfrom Wood Hall Securities Limited in respect of 1,400,000 NMT Sharesrepresenting approximately 16 per cent. of NMT's current issued ordinary sharecapital. This irrevocable undertaking will continue to be binding even in theevent of a competing offer being made for NMT. • Volvere's existing shareholding, combined with the NMT Sharessubject to the irrevocable undertaking, represents in aggregate approximately 46per cent. of NMT's current issued ordinary share capital. Commenting on the Offer, Jonathan Lander, CEO of Volvere, said: "Volvere very much looks forward to bringing NMT into the Volvere Group. Webelieve that this acquisition will offer exciting opportunities for the continued expansion of Volvere's business." Enquiries: Volvere plcJonathan Lander +44 (0) 20 7979 7596 Dawnay, Day Corporate Finance Limited(Financial adviser to Volvere)Sandy JamiesonAlex Stanbury +44 (0) 20 7509 4570 Shore Capital & Corporate Limited (Financial adviser to NMT)Mike Sawbridge +44 (0) 151 600 3722 This summary should be read in conjunction with the full text of the following announcement. The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan. This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance of the Offer should be made only on the basis of the information contained in the Offer Document and Form of Acceptance. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningVolvere and NMT. Generally, the words "will", "may", "should", "continue","believes", "expects", "intends", "anticipates" or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and behavioursof other market participants, and therefore undue reliance should not be placedon such statements. Volvere and NMT assume no obligation and do not intend toupdate these forward-looking statements, except as required pursuant toapplicable law. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of NMT, all 'dealings' in any 'relevant securities' of that company (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 Volvere or of NMT, 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 Code, all 'dealings' in 'relevant securities' of NMT by Volvere or NMT, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 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. OFFER FOR NMT GROUP PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 14 September 2006 Recommended Offer by Volvere plc ("Volvere") for the entire issued and to be issued share capital of NMT Group PLC ("NMT") 1.Introduction The Independent Volvere Directors and the Independent NMT Directors are pleased to announce that they have reached agreement on the terms of a recommended share offer, to be made by Volvere, to acquire the entire issued share capital of NMT not already owned by Volvere. 2.The Offer The Offer, which will be made on the terms and subject to the conditions set out in Appendix I to this announcement and further terms to be contained in the Offer Document and Form of Acceptance, will be to acquire all of the NMT Shares not already owned by Volvere, together with any to be issued NMT Shares, on the following basis: For every 3 NMT Shares 1 New Volvere Share and so in proportion for any number of NMT Shares held. Fractions of NewVolvere Shares will not be allotted to NMT Shareholders. Entitlements to NewVolvere Shares will be rounded down to the nearest New Volvere Share. Based on the Closing Price of 182.5 pence per Volvere Share on 13 September2006, being the latest practicable date prior to the publication of thisannouncement, the Offer values each NMT Share at approximately 60.8 pence. Onthe basis of this valuation, the Offer represents a premium of approximately20.4 per cent. over the Closing Price of an NMT Share of 50.5 pence at the closeof business on 13 September 2006, being the last business day before the date ofthis announcement, and values the existing issued ordinary share capital of NMTat approximately £5.3 million. The NMT Shares which are the subject of the Offer will be acquired fully paidand free from all liens, charges, equitable interests, encumbrances and thirdparty rights and together with all rights now or hereafter attaching thereto,including the right to all dividends and other distributions (if any) declared,made or paid hereafter. The Offer is being made in accordance with the requirements of the Takeover Codeand is subject to the conditions set out in Appendix I and (in respect of NMTShares in certificated form only) in the Form of Acceptance. The maximum and minimum numbers of Volvere Shares capable of being issuedpursuant to the Offer, if the acceptance condition is satisfied, are 2,035,545and 583,659 respectively, assuming no options granted under the NMT ShareSchemes are exercised. Full acceptance of the Offer by holders of NMT Shares will result in the issueof approximately 2,035,545 million New Volvere Shares, representingapproximately 35 per cent. of the Enlarged Share Capital. The Offer will extend to all NMT Shares unconditionally allotted or issued onthe date on which the Offer is made and any further NMT Shares unconditionallyallotted or issued while the Offer remains open for acceptance (or such earlierdate as Volvere may, subject to the Takeover Code, decide). 3.Irrevocable undertaking An irrevocable undertaking to accept the Offer has been received from Wood HallSecurities Limited in respect of 1,400,000 NMT Shares representing approximately16 per cent. of NMT's current issued ordinary share capital. This irrevocableundertaking will continue to be binding even in the event of a competing offerbeing made for NMT. • Volvere already owns 2,604,683NMT Shares. The existing shareholding, combined with the NMT Shares subject tothe irrevocable undertaking, represents in aggregate 46 per cent. of NMT'scurrent issued ordinary share capital. 4.Background to, and reasons for, the Offer Volvere is already the largest shareholder in NMT. The investment strategy ofVolvere and the investment strategy of NMT are similar and the execution ofthose investment strategies is to be carried out by the same executives. As aresult it is the opinion of both the Independent Volvere Directors and theIndependent NMT Directors that combining the two companies would be beneficialin terms of cost savings and in terms of the resultant increase in the size andrange of potential target investments that the combined entity would be able toconsider. It also reduces or removes the risk that NMT fails to implement its investmentstrategy by September 2007 and therefore the risk that its admission issuspended or cancelled under the AIM Rules. 5.Recommendation The Independent NMT Directors, who have been so advised by Shore Capital,consider the terms of the Offer to be fair and reasonable. In providing itsadvice, Shore Capital has taken into account the commercial assessments of theIndependent NMT Directors. Accordingly, the Independent NMT Directors intend unanimously to recommend thatNMT Shareholders accept the Offer. 6.Information on Volvere Volvere was incorporated on 5 July 2002 and was admitted to trading on AIM on 24December 2002, raising £3.4 million (net of expenses). Volvere's strategy is toinvest in, or acquire, quoted companies where, in the Volvere Directors'opinion, the market capitalisation does not reflect the value of the assets. Inaddition, Volvere invests in any company that is in distress but offers thepossibility of a turnaround. Volvere will also invest in or acquire any companythat fits strategically with an existing portfolio investment. Since admissionto AIM in 2002 Volvere has made three acquisitions and acquired its shareholdingin NMT. Volvere currently has seven operating subsidiaries, Vectra Group Limited, Vectra(Middle East) Limited, Sira Test and Certification Limited, Sira EnvironmentalLimited, Sira Certification Service, Sira Defence & Security Limited and VolvereCentral Services Limited. Volvere itself provides management services to NMTand other group companies. 7.Information on NMT NMT was floated on AIM during 1997. NMT was formerly a manufacturing company and then from the beginning of 2004 a licensing and development company for safety needle-based medical devices. On 10 February 2006, the NMT Board announced that, following a business review, it was not in the interests of shareholders to continue investment in the safety syringe business since there was no likelihood of near or medium-term customers for NMT's existing or yet-to-be-developed products. NMT is no longer an operating company and companies that do not have any operating businesses are deemed under the AIM Rules to be cash shells. Such companies must adopt an investment strategy at their next annual general meeting and such a strategy must be implemented within one year of that date. NMT must implement its strategy by September 2007. 8.Shareholding in NMT Volvere already holds 2,604,683 NMT Shares representing approximately 29.9% of NMT's issued ordinary share capital. Volvere has received an irrevocable undertaking to accept the Offer from WoodHall Securities Limited in respect of 1,400,000 NMT Shares representingapproximately 16 per cent. of NMT's current issued ordinary share capital. Thisirrevocable undertaking will continue to be binding even in the event of acompeting offer being made for NMT. Save as disclosed above, as at the date of this announcement, neither Volvere nor, so far as the Volvere Directors are aware, any person acting in concert with it, has any interest in or right to subscribe for any relevant securities of NMT nor are they party to any short positions (whether conditional or absolute and whether in the money or otherwise) relating to relevant securities of NMT, including any short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery. Neither Volvere nor the directors of Volvere nor, so far as Volvere is aware, any person acting in concert with Volvere, has borrowed or lent any relevant securities of NMT. 9.Financing of the Offer The Offer will be financed by the issue of New Volvere Shares. The maximumnumber of New Volvere Shares to be issued pursuant to the Offer is 2,035,545,representing approximately 54 per cent. of the existing issued ordinary share capital of Volvere. 10.NMT Share Schemes The Offer will be extended to any NMT Shares unconditionally allotted or issuedwhilst it remains open for acceptance as a result of the exercise of rightsgranted under the NMT Share Schemes. To the extent that options under the NMT Share Schemes are not exercised,appropriate proposals will be made in due course to option holders in the eventthat the Offer becomes or is declared unconditional in all respects. 11.General The Offer Document containing the full terms of the Offer will be posted to NMTShareholders as soon as practicable. The conditions to the Offer are set out inAppendix I and, together with certain further terms of the Offer, will be setout in full in the Offer Document and Form of Acceptance. Dawnay, Day Corporate Finance Limited ("Dawnay Day"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingexclusively for Volvere and for no one else in connection with the Offer andwill not be responsible to anyone other than Volvere for providing theprotections afforded to its customers or for providing advice in relation to theOffer. Dawnay Day has approved the contents of this announcement solely for the purposeof Section 21 of the Financial Services and Markets Act 2000. This announcementdoes not constitute an offer to sell or an invitation to purchase any securitiesor the solicitation of an offer to buy any securities, pursuant to the Offer orotherwise. The Offer will be made by the Offer Document and Form of Acceptance. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselvesabout, and observe, any applicable requirements. In particular, the Offer willnot be made, directly or indirectly, in, into or from or by the use of the mailsor any means of instrumentality (including, without limitation, facsimiletransmission, telex, telephone or internet) of interstate or foreign commerceof, or of any facility of a national securities exchange of, the United States,Canada, Australia, South Africa or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction.Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise distributed or sent in or into or from the United States, Canada,Australia, South Africa or Japan. Persons receiving this announcement(including, without limitation, custodians, nominees and trustees) must notdistribute or send it in, or into or from, the United States, Australia, SouthAfrica, Canada or Japan. Any persons who are subject to the laws of any jurisdiction other than theUnited Kingdom should inform themselves about, and observe, any applicable legalor regulatory requirements. Further information in relation to overseasshareholders will be contained in the Offer Document. Shore Capital & Corporate Limited ("Shore Capital"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingexclusively for NMT and for no one else in connection with the Offer and willnot be responsible to anyone other than NMT for providing the protectionsafforded to its customers or for providing advice in relation to the Offer. The full terms and conditions of the Offer (including details of how the Offermay be accepted) will be set out in the Offer Document and Form of Acceptance.NMT Shareholders who accept the Offer may only rely on the Offer Document andForm of Acceptance for all the terms and conditions of the Offer. In decidingwhether or not to accept the Offer in relation to their NMT Shares, NMTShareholders should rely only on the information contained, and proceduresdescribed, in the Offer Document and Form of Acceptance. NMT Shareholders arestrongly advised to read the Offer Document when it is available because it willcontain important information. The NMT Directors accept responsibility for the information contained in thisannouncement relating to NMT and the NMT Directors and their immediate familiesother than the recommendation and the associated opinions relating to the Offer,for which only the Independent Directors of NMT accept responsibility. The Independent NMT Directors accept responsibility for any opinion of theIndependent NMT Directors relating to the recommendation of the Offer and therecommendation itself. The Volvere Directors accept responsibility for the information contained inthis announcement, other than the information for which the NMT Directors andthe Independent NMT Directors accept responsibility. To the best of the knowledge and belief of the Volvere Directors and the NMTDirectors (having taken all reasonable care to ensure that such is the case) theinformation contained in this announcement for which they are responsible is inaccordance with the facts and does not omit anything likely to affect the importof such information. Dawnay Day has given and has not withdrawn its written consent to thepublication of this announcement containing references to its name in the formand context in which they appear. Shore Capital has given and has not withdrawn its written consent to thepublication of this announcement containing references to its name in the formand context in which they appear. The attention of NMT Shareholders is drawn to the fact that under the TakeoverCode, there are certain UK dealing disclosure requirements in respect ofrelevant securities during an offer period. An offer period was deemed to havecommenced on 14 September 2006 when this announcement was made. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of NMT, all 'dealings' in any 'relevant securities' of that company (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 Volvere or of NMT, 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 Code, all 'dealings' in 'relevant securities' of NMT by Volvere or NMT, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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. APPENDIX I CONDITIONS OF THE OFFER The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Volvere may, subject to therules of the City Code, decide) in respect of not less than 90 per cent (or suchlower percentage as Volvere may decide) in nominal value of the NMT Shares towhich the Offer relates, provided that this condition will not be satisfiedunless Volvere and/or its wholly owned subsidiaries shall have acquired oragreed to acquire (whether pursuant to the Offer or otherwise) NMT Sharescarrying in aggregate more than 50 per cent of the voting rights then normallyexercisable at a general meeting of NMT, including for this purpose (except tothe extent otherwise agreed by the Panel) any such voting rights attaching toany NMT Shares that are unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances, whether pursuant to theexercise of any outstanding subscription or conversion rights or otherwise; andfor this purpose: (i) the expression "NMT Shares to which the Offer relates" shall be construed in accordance with sections 428 to 430F of the Companies Act 1985; (ii) NMT Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue; and (iii) valid acceptances shall be deemed to have been received in respect of NMT Shares which are treated for the purposes of section 429(8) of the Companies Act 1985 as having been acquired or contracted to be acquired by Volvere by virtue of acceptances of the Offer; (b) the London Stock Exchange having agreed to admit the New Volvere Shares to trading on AIM and such admission having become effective in accordance with the AIM Rules; (c) no Third Party having intervened and there not continuing tobe outstanding any statute, regulation or order of any Third Party in each casewhich would or might reasonably be expected (in any case to an extent which ismaterial in the context of the Volvere Group or the NMT Group, as the case maybe, taken as a whole) to: (i) make the Offer, its implementation or the acquisition or proposed acquisition by Volvere or any member of the Wider Volvere Group of anyshares or other securities in, or control or management of, NMT or any member ofthe Wider NMT Group void, illegal or unenforceable in any jurisdiction, orotherwise directly or indirectly restrain, prevent, prohibit, restrict or delaythe same or impose additional conditions or obligations with respect to theOffer or such acquisition, or otherwise impede, challenge or interfere with theOffer or such acquisition, or require amendment to the terms of the Offer or theacquisition or proposed acquisition of any NMT Shares or the acquisition ofcontrol of NMT or the Wider NMT Group by Volvere; (ii) limit or delay the ability of any member of the Wider Volvere Group or any member of the Wider NMT Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider NMT Group or any member of the Wider Volvere Group; (iii) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Volvere Groupof any shares or other securities in NMT; (iv) require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Volvere Group or by any member of the Wider NMT Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of themto conduct any of their respective businesses or to own or control any of theirrespective assets or properties or any part thereof; (v) except pursuant to Part XIIIA of the Companies Act 1985, require any member of the Wider Volvere Group or of the Wider NMT Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party; (vi) limit the ability of any member of the Wider Volvere Group or of the Wider NMT Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Volvere Group or of the Wider NMT Group; (vii) result in any member of the Wider NMT Group or the Wider Volvere Group ceasing to be able to carry on business under any name under which it presently does so; or (viii) otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider NMT Group or of the Wider Volvere Group, and all applicable waiting and other time periods during which any Third Partycould intervene under the laws of any relevant jurisdiction having expired,lapsed or been terminated; (d) all notifications and filings which are necessary or are reasonably considered appropriate by Volvere having been made, all appropriatewaiting and other time periods (including any extensions of such waiting andother time periods) under any applicable legislation or regulation of anyrelevant jurisdiction having expired, lapsed or been terminated (as appropriate)and all statutory or regulatory obligations in any relevant jurisdiction havingbeen complied with in each case in connection with the Offer or the acquisitionor proposed acquisition of any shares or other securities in, or control of, NMTor any other member of the Wider NMT Group by any member of the Wider VolvereGroup or the carrying on by any member of the Wider NMT Group of its business; (e) all Authorisations which are necessary or are reasonably considered necessary or appropriate by Volvere in any relevant jurisdiction foror in respect of the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control of, NMT or any other member of theWider NMT Group by any member of the Wider Volvere Group or the carrying on byany member of the Wider NMT Group of its business having been obtained, in termsand in a form reasonably satisfactory to Volvere, from all appropriate ThirdParties or from any persons or bodies with whom any member of the Wider NMTGroup has entered into contractual arrangements in each case where the absenceof such Authorisation would have a material adverse effect on the NMT Grouptaken as a whole and all such Authorisations remaining in full force and effectand there being no notice or intimation of any intention to revoke, suspend,restrict, modify or not to renew any of the same; (f) except as publicly announced by NMT (by the delivery of an announcement to a Regulatory Information Service) prior to 14 September 2006 or as fairly disclosed in writing to Volvere by or on behalf of NMT prior to 14 September 2006, there being no provision of any arrangement, agreement, licence,permit, franchise or other instrument to which any member of the Wider NMT Groupis a party, or by or to which any such member or any of its assets is or are ormay be bound, entitled or subject or any circumstance, which, in each case as aconsequence of the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control of, NMT or any other member of theWider NMT Group by any member of the Wider Volvere Group or otherwise, could ormight reasonably by expected to result in, (in any case to an extent which is orwould be material in the context of the NMT Group taken as a whole): (i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider NMT Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability ofany member of the Wider NMT Group to borrow monies or incur any indebtednessbeing withdrawn or inhibited or becoming capable of being withdrawn; (ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider NMT Group or any such mortgage, chargeor other security interest (wherever created, arising or having arisen) becomingenforceable; (iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider NMT Group thereunder, being, or becoming capable of being terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; (iv) any asset or interest of any member of the Wider NMT Group being or falling to be disposed of or ceasing to be available to any member of the Wider NMT Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider NMT Group otherwise than in the ordinary course of business; (v) any member of the Wider NMT Group ceasing to be able to carry on business under any name under which it presently does so; (vi) the creation of liabilities (actual or contingent) by any member of the Wider NMT Group; (vii) the rights, liabilities, obligations or interests of any member of the Wider NMT Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated, adversely modified or affected; or (viii) the financial or trading position or the prospects or the value of any member of the Wider NMT Group being prejudiced or adversely affected, and no event having occurred which, under any provision of any such arrangement,agreement, licence, permit or other instrument, could result in any of theevents or circumstances which are referred to in paragraphs (i) to (viii) ofthis condition (f) in any case to an extent which is or would be material in thecontext of the NMT Group taken as a whole; (g) since 31 December 2005 and except as disclosed in NMT's annual reportand accounts for the year then ended or as otherwise publicly announced by NMT(by the delivery of an announcement to a Regulatory Information Service) priorto 14 September 2006 or as otherwise fairly disclosed in writing to Volvere byor on behalf of NMT prior to 14 September 2006 no member of the Wider NMT Grouphaving: (i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares orconvertible securities other than as between NMT and wholly-owned subsidiariesof NMT; (ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital; (iii) recommended, declared, paid or made any bonus, dividend or other distribution whether payable in cash or otherwise (other than to NMT or awholly-owned subsidiary of NMT); (iv) made or authorised any change in its loan capital; (v) (other than any acquisition or disposal in the ordinary course of business or a transaction between NMT and a wholly-owned subsidiary of NMT) merged with, demerged or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, titleor interest in any assets (including shares in any undertaking and tradeinvestments) or authorised the same (which in any case is material in thecontext of the NMT Group taken as a whole); (vi) issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business) incurred orincreased any indebtedness or liability (actual or contingent) which in any caseis material in the context of the NMT Group taken as a whole; (vii) entered into, varied or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude or which is or could involve an obligation of such nature or magnitude; or (B) could restrict the business of any member of the Wider NMT Group; or (C) is other than in the ordinary course of business, and which in any case is material in the context of the NMT Group taken as awhole; (viii) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transactionor arrangement in respect of itself or another member of the Wider NMT Groupotherwise than in the ordinary course of business which in any case is materialin the context of the NMT Group taken as a whole; (ix) entered into or varied the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider NMT Group; (x) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for itswinding-up (voluntarily or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of all or any material part of its assets and revenues or anyanalogous proceedings in any jurisdiction or appointed any analogous person inany jurisdiction which in any case is material in the context of the NMT Grouptaken as a whole; (xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business in any case with a material adverse effecton the NMT Group taken as a whole; (xii) waived or compromised any claim which is material in the context of the NMT Group taken as a whole; (xiii) made any alteration to its memorandum or articles of association which is material in the context of the Offer; (xiv) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposedor announced any intention with respect to any of the transactions, matters orevents referred to in this condition (g); (h) since 31 December 2005 and except as disclosed in NMT's annual reportand accounts for the year then ended or as otherwise publicly announced by NMT(by the delivery of an announcement to a Regulatory Information Service) priorto 14 September 2006 or as otherwise fairly disclosed in writing to Volvere byor on behalf of NMT prior to 14 September 2006: (i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of anymember of the Wider NMT Group which in any case is material in the context ofthe NMT Group taken as a whole; (ii) no contingent or other liability of any member of the Wider NMT Group having arisen or become apparent or increased which in any case ismaterial in the context of the NMT Group taken as a whole; (iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider NMT Group is or may become aparty (whether as plaintiff, defendant or otherwise) having been threatened,announced, implemented or instituted by or against or remaining outstandingagainst or in respect of any member of the Wider NMT Group which in any case ismaterial in the context of the NMT Group taken as a whole; and (iv) (other than as a result of the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider NMT Group which in any case is material in the context of the NMT Group taken as a whole; (i) Volvere not having discovered: (i) that any financial or business or other information concerning theWider NMT Group disclosed at any time by or on behalf of any member of the WiderNMT Group, whether publicly, to any member of the Wider Volvere Group orotherwise, is misleading or contains any misrepresentation of fact or omits tostate a fact necessary to make any information contained therein not misleadingand which was not subsequently corrected before 14 September 2006 by disclosureeither publicly or otherwise to Volvere to an extent which in any case ismaterial in the context of the NMT Group as a whole; (ii) that any member of the Wider NMT Group is subject to any liability(actual or contingent) which is not disclosed in NMT's annual report andaccounts for the financial year ended 31 December 2005 and which in any case ismaterial in the context of the NMT Group taken as a whole; or (iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider NMT Group to an extent which is material in the context of the NMT Group taken as a whole. For the purpose of these conditions: (a) "Third Party" means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction; (b) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps orrequired any action to be taken or information to be provided or otherwisehaving done anything and "intervene" shall be construed accordingly; (c) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals; (d) "Wider Volvere Group" means Volvere and its subsidiaries and subsidiary undertakings and associated undertakings (including any company inwhich any member of the Volvere Group is interested or any undertaking in whichVolvere and such undertakings (aggregating their interests) have a direct orindirect interest in 20 per cent. or more of the voting equity capital of anundertaking); and (e) "Wider NMT Group" means NMT and its subsidiaries and subsidiary undertakings and associated undertakings (including any company in which any member of the NMT Group is interested or any undertaking in which NMT and such undertakings (aggregating their interests) have a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking). Subject to the requirements of the Panel, Volvere reserves the right to waiveall or any of the above conditions, in whole or in part, except condition (a). Conditions (b) to (i) (inclusive) must be fulfilled, be determined by Volvere tobe or remain satisfied or (if capable of waiver) be waived by midnight on the21st day after the later of the first closing date of the Offer and the date onwhich condition (a) is fulfilled (or in each case such later date as Volveremay, with the consent of the Panel, decide), failing which the Offer will lapse. Volvere shall be under no obligation to waive (if capable of waiver), todetermine to be or remain satisfied or to treat as fulfilled any of conditions(b) to (i) (inclusive) by a date earlier than the latest date specified abovefor the fulfilment of that condition. If the Panel requires Volvere to make an offer for NMT Shares under theprovisions of Rule 9 of the City Code, Volvere may make such alterations to theconditions of the Offer, including to condition (a), as are necessary to complywith the provisions of that Rule. If the Offer lapses it will cease to be capable of further acceptance. NMTShareholders who have accepted the Offer and Volvere shall then cease to bebound by acceptances delivered on or before the date on which the Offer lapses. Appendix II BASES AND SOURCES In this announcement, unless otherwise stated or the context requires, the following bases and sources have been used: 1 General Financial information relating to NMT has been extracted from the relevantpublished Annual Report and Accounts of NMT and/or public statements made by NMTand financial information relating to Volvere has been extracted from therelevant published Annual Report and Accounts of Volvere and/or publicstatements made by Volvere. 2 Value of the Offer The Offer values NMT at approximately £5.3 million. There are 8,711,317 NMTShares in issue. Volvere is not aware of any options to subscribe for new NMTShares other than pursuant to existing share option schemes and warrants, noneof which has an exercise price which is equal to or below the Offer price. 3 Time All the times referred to in this announcement are London times. Appendix III Definitions In this announcement, unless the context requires otherwise, the followingexpressions shall have the following meanings: "AIM" the Alternative Investment Market "AIM Rules" the AIM Rules published by the London Stock Exchange "certificated" or a share or other security which is not in uncertificated form "in certificated (that is, not in CREST)form" "Code", "or the Takeover Code issued by the Panel"Takeover Code" "Closing Price" the middle market quotation of a share, as derived from the daily official list of the London Stock Exchange "Dawnay Day" Dawnay, Day Corporate Finance Limited, financial adviser to Volvere "Enlarged Share the entire issued ordinary share capital of Volvere followingCapital" the issue of the New Volvere Shares "Form of the form of acceptance and authority relating to the Offer Acceptance" which will accompany the Offer Document, which may only be completed by holders of NMT Shares in certificated form "Independent Neil Ashley, The Hon. Richard Kalms and David BuchlerVolvereDirectors" "Independent NMT Alexander Muncie Gold and George WardaleDirectors" "London Stock London Stock Exchange plcExchange" "New Volvere the new Volvere Shares to be issued as consideration for NMT Shares" Shares pursuant to the Offer "NMT" NMT Group PLC "NMT Board" The board of NMT "NMT Directors" the directors of NMT "NMT Group" NMT and its subsidiaries "NMT Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of £4 each in the share capital of NMT and any further ordinary shares of £4 each which are unconditionally allotted or issued and fully paid before the Offer closes or before such earlier date as the Volvere Directors (subject to the City Code) may determine not, unless the Panel so permits, being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances "NMT a holder of NMT SharesShareholder" "NMT Share the NMT Group share option schemes comprising the NMT Group Schemes" Executive Share Option Scheme, the NMT Group Unapproved Executive Share Option Scheme and the NMT Group Share Save Scheme "Offer" the recommended offer by Volvere for the whole of the issued ordinary share capital of NMT not already owned by Volvere on the terms and subject to the conditions to be set out in the Offer Document including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer "Offer Document" the document to be addressed to NMT Shareholders containing the Offer "Panel" the Panel on Takeovers and Mergers "Regulatory a service approved by the London Stock Exchange for the Information distribution to the public of AIM announcements and included Service" within the list maintained on the London Stock Exchange's website "Shore Capital" Shore Capital & Corporate Limited, the Rule 3 Adviser to NMT under the City Code in relation to the Offer "United States" or the United States of America, its territories and "U.S." possessions, the District of Colombia, and all other areas subject to its jurisdiction "Volvere" Volvere plc "Volvere the directors of VolvereDirectors" "Volvere Group" Volvere and its subsidiaries "Volvere Shares" ordinary shares of £0.0000001 each in the share capital of Volvere This information is provided by RNS The company news service from the London Stock Exchange