Offer for Group NBT plc (7926O)

TIDMZZZZ TIDMNBT TIDMTTM

RNS Number : 7926O

Newton Bidco

23 September 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 September 2011

RECOMMENDED CASH OFFER

for

Group NBT plc ("Group NBT" or the "Company") by

Newton Bidco Limited ("Bidco")

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Summary

-- Bidco and the Group NBT Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Group NBT at a price of 550 pence per Group NBT Share pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Group NBT (the "Cash Offer"). It is intended that the Cash Offer be implemented by means of a scheme of arrangement under Part 26 of the 2006 Act.

-- The Cash Offer values the entire existing issued and to be issued ordinary share capital of Group NBT at approximately GBP153.0 million. The Cash Offer represents a premium of approximately:

-- 22.5 per cent. to the Closing Price per Group NBT Share of 449 pence on 22 September 2011 (being the last Business Day prior to the commencement of the Offer Period); and

-- 33.2 per cent. to the 12 month average price per Group NBT Share of 413 pence (being the average Closing Price for the twelve month period ended on 22 September 2011, the last Business Day prior to the commencement of the Offer Period).

-- The offer price exceeds the highest price at which the Group NBT Shares have traded at any time in the last ten years and implies a price to earnings ratio of 21.0x based on the underlying diluted earnings per share figure of 26.22 pence reported by the Company today in its preliminary results for the year ended 30 June 2011.

-- The Board, which has been so advised by Numis (as lead financial adviser and broker) and Arbuthnot (as the independent adviser for the purposes of Rule 3 of the Code), considers the terms of the Cash Offer to be fair and reasonable. In providing advice to the Board, Numis and Arbuthnot have taken into account the commercial assessments of the Board.

-- Accordingly, the Board has unanimously agreed to recommend that Group NBT Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as each Group NBT Director holding Group NBT Shares has irrevocably undertaken to do in respect of his own Group NBT Shares, being in aggregate a total of 1,389,932 Group NBT Shares, (representing approximately 5.35 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement).

-- Bidco has also received irrevocable undertakings from Group NBT's four largest shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 8,604,045 Group NBT Shares, representing approximately 33.10 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement).

-- In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting have been received in respect of a total of 9,993,977 Group NBT Shares, representing approximately 38.45 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

-- The consideration payable under the Cash Offer will be funded entirely through financing provided by the HgCapital Funds with no requirement for any funding from third party providers of debt finance to the Bidco Group.

-- Bidco is an investment vehicle owned indirectly by the HgCapital Funds, which has been formed for the purposes of making the Cash Offer. HgCapital is an independent provider of private equity finance to European companies, with a focus on companies in the TMT, Healthcare, Services, Industrials and Renewable Energy sectors. Its partners have over 15 years of shared operating history. It has offices in the UK, Germany and Luxembourg. HgCapital has assets under management of approximately GBP3.4 billion.

-- The Cash Offer will be put to Group NBT Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of those Group NBT Shareholders entitled to vote and present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Group NBT Shares voted. In addition, a special resolution implementing the Scheme and approving the related Capital Reduction must be passed by Group NBT Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

-- It is a condition of the Cash Offer that Group NBT does not declare, make or pay any dividends or distributions prior to the Effective Date, and the Group NBT Directors are not proposing a final dividend for the year ended 30 June 2011.

-- The Cash Offer will be subject, inter alia, to the satisfaction or waiver of the Conditions set out in Appendix I to this announcement and in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document.

-- It is expected that the Scheme Document will be despatched to Group NBT Shareholders by 12 October 2011.

Commenting on the Cash Offer, Alex King, Head of TMT at HgCapital said:

"We are delighted to be announcing this recommended cash offer for Group NBT, a leading European provider of domain name management and online brand protection services. This Offer fits with HgCapital's long-standing strategy of investing in market-leading businesses with strong recurring revenues in the TMT sector, which we believe we can develop and grow.

We believe Group NBT has built a strong position in its market through a combination of organic growth and a series of acquisitions. Our intention is to support the Company's further growth by helping to integrate fully the acquisitions completed to date, and to invest in new product development, additional sales capacity, and further acquisitions. Group NBT will have access to HgCapital's longstanding knowledge and experience in these areas."

Commenting on the Cash Offer, Richard Madden, Chairman of Group NBT, said:

"The Board is pleased to have agreed terms with HgCapital on an offer at an attractive premium to both the current and recent market prices and which it believes provides shareholders with certainty and fair value at a time when certainty is in short supply. Since commencing the strategy of developing a corporate domain name management and hosting business nearly a decade ago, Group NBT has made good progress in establishing itself as a market leader in Europe. We welcome the participation of HgCapital, particularly in view of its stated intention to invest in the next phase of the strategic development of the business, both in terms of product development and further acquisitions."

This summary should be read in conjunction with the accompanying full text of this announcement which sets out further details of the Cash Offer and which forms an integral part of this announcement. Appendix I to this announcement contains the Conditions to, and certain further terms of, the Cash Offer. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings. Appendix IV to this announcement contains definitions of certain expressions used in this summary and in this announcement.

 
 Enquiries: 
 Bidco and HgCapital                        Tel: 020 7089 7888 
 Alex King 
  Richard Donner 
 
 Morgan Stanley (financial adviser and      Tel: 020 7425 8000 
  broker to Bidco and HgCapital) 
 Suniti Chauhan 
  Sumit Pandey 
  Andrew Foster (corporate broking) 
 
 Maitland (public relations adviser to      Tel: 020 7379 5151 
  Bidco and HgCapital) 
 Neil Bennett 
  George Hudson 
 
 Group NBT                                  Tel: 020 7015 9200 
 Richard Madden 
  Geoff Wicks 
 
 Numis (lead financial adviser and broker   Tel: 020 7260 1000 
  to Group NBT) 
 Michael Meade 
  Simon Willis 
  James Black 
 
 
 Arbuthnot (independent Rule 3 adviser   Tel: 020 7012 2000 
  to Group NBT) 
 Tom Griffiths 
  Rebecca Gordon 
  Ed Groome 
 
 Biddicks (public relations adviser to   Tel: 020 3178 6378 
  Group NBT) 
 Zoe Biddick 
  Sophie McNulty

Morgan Stanley & Co. Limited is acting for Bidco and HgCapital and no one else in connection with the Cash Offer and will not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Morgan Stanley & Co. Limited, or for giving advice in connection with the Cash Offer or any matter referred to herein.

Numis Securities Limited is acting exclusively for Group NBT and no one else in connection with the Cash Offer and will not be responsible to anyone other than Group NBT for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Cash Offer or any matter referred to herein.

Arbuthnot Securities Limited is acting exclusively for Group NBT and no one else in connection with the Cash Offer and will not be responsible to anyone other than Group NBT for providing the protections afforded to clients of Arbuthnot Securities Limited or for providing advice in connection with the Cash Offer or any matter referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Numis during business hours on 020 7260 1000 or by submitting a request in writing to Numis at the London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Cash Offer should be in hard copy form.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Cash Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Cash Offer, including details of how to accept the Cash Offer. Any response in relation to the Cash Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Cash Offer is made.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Cash Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Bidco were to elect to implement the Cash Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Cash Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Cash Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Cash Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Cash Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Cash Offer to Group NBT Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward Looking Statements

This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Group NBT's operations and potential synergies resulting from the Cash Offer; and (iii) the effects of government regulation on Bidco's or Group NBT's business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Bidco or Group NBT. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Bidco or Group NBT or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Group NBT disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information Relating to Group NBT Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Group NBT Shareholders, persons with information rights and other relevant persons for the receipt of communications from Group NBT may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Group NBT's and Bidco's website (http://www.groupnbt.com and http://www.newtonbidco.com respectively) by no later than 12 noon (London time) on 26 September 2011.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the City Code, Group NBT confirms that it has 25,991,360 Group NBT Shares of one penny each in issue and admitted to trading on AIM under ISIN code GB0006905193.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 September 2011

RECOMMENDED CASH OFFER

for

Group NBT plc ("Group NBT" or the "Company") by

Newton Bidco Limited ("Bidco")

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1 Introduction

Bidco and the Board of Group NBT are pleased to announce that they have reached agreement on the terms of a recommended Cash Offer for Group NBT at a price of 550 pence per Group NBT Share pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Group NBT. It is intended that the Cash Offer be implemented by means of a scheme of arrangement under Part 26 of the 2006 Act.

2 The Cash Offer

Under the terms of the Cash Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Group NBT Shareholders will be entitled to receive:

for each Group NBT Share held, 550 pence in cash

The Cash Offer values the entire existing issued and to be issued ordinary share capital of Group NBT at approximately GBP153.0 million.

The Cash Offer represents a premium of approximately:

-- 22.5 per cent. to the Closing Price per Group NBT Share of 449 pence on 22 September 2011 (being the last Business Day prior to the commencement of the Offer Period); and

The offer price exceeds the highest price at which the Group NBT Shares have traded at any time in the last ten years and implies a price to earnings ratio of 21.0x based on the underlying diluted earnings per share figure of 26.22 pence reported by the Company today in its preliminary results for the year ended 30 June 2011.

It is a condition of the Cash Offer that Group NBT does not declare, make or pay any dividends or distributions prior to the Effective Date, and the Group NBT Directors are not proposing a final dividend for the year ended 30 June 2011.

It is expected that:

-- the Scheme Document will be published by 12 October 2011;

-- the Court Meeting and the General Meeting will be held on or around 4 November 2011; and

-- the Scheme will become effective on or around 25 November 2011.

3 Background to and reasons for the Cash Offer

HgCapital has significant experience and a strong track record of investing in the UK technology sector. Group NBT has achieved strong growth in recent years, building revenue organically and via 4 bolt-on acquisitions in the last 5 years. HgCapital believes that in order for Group NBT to maximise its future potential, a period of consolidation and investment is required which is best achieved under private ownership such that the Company can prioritise strategic development over consistency of earnings and predictability.

HgCapital believes that Group NBT's ability to achieve future growth potential will be enhanced under its ownership. HgCapital has longstanding experience of assisting technology companies such as Group NBT in creating long-term value and believes it is well placed to assist Group NBT as it continues to develop and execute its longer term strategy. HgCapital intends to support the Company in integrating prior acquisitions while supporting investment for sales and new product development.

4 Background to and reasons for the recommendation

Since commencing the strategy of developing a corporate domain name management and hosting business nearly a decade ago, Group NBT has made good progress in establishing itself as a market leader in Europe. The domain name market is undergoing significant change, and while the Board remains confident of the future prospects of the Company, in order to better exploit the market opportunities available to it now and in the future, it believes that significant investment is required. In this regard, the Board also believes that with the backing of the HgCapital Funds the Company will be better placed to respond to acquisition opportunities that may arise.

The Board is mindful that the commercial success of Group NBT is also dependent, in part, upon the economic environment in which it operates and whilst this has improved over the past couple of years, the economic backdrop remains uncertain as exemplified by the recent stock market volatility.

In HgCapital the Board believes it has found a partner which will support the Company in achieving its commercial and strategic objectives and will help it grow both organically by investment and through securing acquisition opportunities that would otherwise be beyond its current financial resources as a quoted company.

As such, in light of the above, the Group NBT Board believes that the price of 550 pence per Group NBT Share in cash represented by the Cash Offer, provides Group NBT Shareholders with certainty and offers fair value now for the long term potential of the Company. The offer price is also at an attractive premium to both the current and recent closing prices at which the Group NBT Shares have traded and exceeds the highest price at which the Group NBT Shares have traded at any time in the last ten years.

5 Recommendation

Group NBT's Directors, who have been so advised by Numis (as lead financial adviser and broker) and Arbuthnot (as the independent adviser for the purposes of Rule 3 of the Code), consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Group NBT Directors, Numis and Arbuthnot have taken into account the commercial assessments of the Group NBT Directors.

Accordingly, Group NBT's Directors have unanimously agreed to recommend that Group NBT Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as those Group NBT Directors holding Group NBT Shares have irrevocably undertaken to do in respect of their own Group NBT Shares (representing approximately 5.35 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement)). In addition, those Group NBT Directors who participate in the Group NBT Share Schemes have also given irrevocable undertakings on the same terms to vote in favour of the resolutions at the Court Meeting and the General Meeting in respect of, in aggregate, 688,524 Group NBT Shares in which they have an interest pursuant to the Group NBT Share Schemes to the extent such shares are acquired by them prior to the relevant meetings. These undertakings remain binding even in the event of a higher offer for the Company.

6 Irrevocable undertakings

Bidco has received irrevocable undertakings from each of those Group NBT Directors holding Group NBT Shares to vote in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the General Meeting, in respect of a total of 1,389,932 Group NBT Shares, representing approximately 5.35 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement).

Bidco has also received irrevocable undertakings from Group NBT's four largest shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 8,604,045 Group NBT Shares, representing approximately 33.10 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement). The irrevocable undertaking from Nordic Venture Partners K/S (in respect of 1,807,268 Group NBT Shares, representing approximately 6.95 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011) also remains binding even in the event of a higher offer for the Company. Nordic Venture Partners K/S has also given an irrevocable undertaking on the same terms to vote in favour of the resolutions at the Court Meeting and at the General Meeting in respect of, in aggregate, 341,574 Group NBT Shares in which it has an interest pursuant to the Group NBT Share Schemes to the extent such shares are acquired by it prior to the relevant meetings. The irrevocable undertakings from Herald Investment Management Limited, Blackrock Investment Management (UK) Limited, and Artemis Investment Management LLP in respect of their respective holdings of 2,518,250, 2,278,527, and 2,000,000 Group NBT Shares, representing in aggregate approximately 26.15 per cent. of the ordinary share capital of Group NBT in issue on 22 September 2011, will cease to have effect if (i) in the case of the undertaking given by Herald Investment Management Limited, a third party makes or announces a firm intention to make an offer for Group NBT on terms which represent at least a 10 per cent. premium to the value of the Cash Offer,

(ii) in the case of the undertaking given by Blackrock Investment Management (UK) Limited, a third party announces a firm intention to make an offer for Group NBT on terms which represent at least a 5 per cent. premium to the value of the Cash Offer, and (iii) in the case of the undertaking given by Artemis Investment Management LLP, a competing offer is made for Group NBT on terms which represent at least a 5 per cent. premium to the value of the Cash Offer.

In aggregate, therefore, Bidco has received irrevocable undertakings in respect of a total of 9,993,977 Group NBT Shares, representing approximately 38.45 per cent. of the share capital of Group NBT in issue on 22 September 2011 (being the latest practicable date prior to this announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

Copies of the irrevocable undertakings will be on display on Group NBT's and Bidco's websites (http://www.groupnbt.com and http://www.newtonbidco.com respectively) from 12 noon on 26 September 2011 until the end of the Cash Offer.

7 Information on Bidco and HgCapital

7.1 Bidco

Bidco is a limited liability company incorporated in England and Wales for the purposes of making the Cash Offer and is backed by the HgCapital Funds. Bidco is indirectly wholly owned by Newton Equityco. Newton Equityco is an investment vehicle owned by various entities within the HgCapital Funds.

The directors of Bidco are Alex King and Edward Wielechowski, both of whom are appointees of HgCapital.

Bidco is being financed by approximately GBP154.8 million to be invested by the HgCapital Funds. Please see paragraph 12 of this announcement for further information on the financing of the Cash Offer.

Bidco has not traded since its date of incorporation, nor has it entered into any obligations, other than in connection with the implementation of the Cash Offer.

Morgan Stanley is acting as financial adviser to Bidco and HgCapital.

7.2 HgCapital

HgCapital is an independent provider of private equity finance to European companies, with a focus on companies in the TMT, Healthcare, Services, Industrials and Renewable Energy sectors. Its partners have over 15 years of shared operating history. It has offices in the UK, Germany and Luxembourg. HgCapital has assets under management of approximately GBP3.4 billion.

In December 2000, HgCapital was spun out of Mercury Private Equity, a division of Merrill Lynch Investment Managers, which was established in 1985 as the private equity arm of Mercury Asset Management. Mercury Asset Management became one of the UK's largest independent investment management businesses in the 1990s before being acquired by Merrill Lynch.

HgCapital (which is regulated by the FSA) manages the HgCapital Funds on a discretionary basis (subject to certain prescribed restrictions). The HgCapital Funds comprise limited partnerships and, in general, each of the HgCapital Funds invests in each of HgCapital's buyout investments on a pro rata basis, further details of which will be set out in the Scheme Document.

The commitments of the investors in the HgCapital Funds as at the date of this announcement are approximately GBP1.9 billion of which approximately 52 per cent. has been drawn. The investors in the HgCapital Funds comprise private individuals and UK and overseas institutional investors, such as pension funds and their investment vehicles. In addition, partners, executives and professional staff of HgCapital participate in HgCapital 6 Executive Co-Invest LP, which forms part of the HgCapital Funds.

8 Information on Group NBT

Group NBT provides domain name management, hosting and brand protection services to corporate clients in the UK and continental Europe and the US. The Company's business enables the Company's clients to create, maintain and protect their online brands and comprises five main services:

-- domain name management;

-- brand protection services;

-- reseller services;

-- managed hosting services; and

-- online services.

Group NBT is based in London and has offices in Cambridge, Copenhagen, Munich, New York, Nice, Oslo, Paris, Stockholm and Zurich.

9 Preliminary results for the year ended 30 June 2011

The Company's preliminary results for the year ended 30 June 2011 have been released today and the Company reported revenue of GBP49.5 million (2010: GBP43.9 million), underlying pre-tax profit of GBP9.6 million (2010: GBP8.1 million) and underlying diluted earnings per share of 26.22 pence (2010: 23.71 pence). Group NBT also reported net cash at 30 June 2011 of GBP6.2 million.

10 Management, employees and locations

Bidco recognises the skills, technical ability and experience of the existing management and employees of Group NBT. Bidco has not sought to create a new strategic plan for the Company. Bidco intends instead to support Group NBT's management in continuing to develop and execute management's longer term strategy for the Company. Bidco has no plans to change Group NBT's places of business or to redeploy the Company's fixed assets.

If the Cash Offer becomes effective, Bidco intends that the existing employment rights, including pension rights, of the management and employees of Group NBT will be safeguarded. Following the Cash Offer becoming effective, Bidco may put in place incentive arrangements for certain members of the Group NBT management team or the continuing Group NBT Directors. No proposals have been made on the terms of any incentive arrangements for relevant managers or the continuing Group NBT Directors. Geoff Wicks, Chief Executive Officer of Group NBT, intends to remain in his position for a limited period following completion of the Cash Offer. Bidco does not have any plans to make any other material change in the conditions of employment of the management and employees of the Company and its subsidiaries.

11 Group NBT Share Schemes

Participants in Group NBT Share Schemes will be contacted regarding the effect of the Cash Offer on their rights under the Group NBT Share Schemes and appropriate proposals will be made to such participants in due course. Further details of the terms of such proposals will be included in the Scheme Document.

12 Financing

The consideration payable under the Cash Offer will be funded entirely through financing provided by the HgCapital Funds with no requirement for any funding from third party providers of debt finance to the Bidco Group.

Morgan Stanley, financial adviser to Bidco, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Group NBT Shareholders under the terms of the Cash Offer.

13 Confidentiality and Exclusivity Agreement

Group NBT and HgCapital entered into an agreement on 2 September 2011 (the "Confidentiality and Exclusivity Agreement") pursuant to which, amongst other things, upon reconfirmation by HgCapital of its offer approach, Group NBT undertook that, until the later of: (i) 26 September 2011; or (ii) the withdrawal, lapse, termination or completion, or withdrawal of the Group NBT Directors' recommendation, of a recommended offer by Bidco (provided that such offer was announced on or prior to 26 September 2011) (the "Exclusivity Period"), Group NBT would not approach third parties, or enter into or conduct negotiations with third parties, with a view to a possible competing transaction that would preclude the implementation of HgCapital's proposed offer for the Company.

Group NBT also agreed that for the duration of the Exclusivity Period:

-- Group NBT will notify HgCapital as soon as reasonably practicable of any bona fide approach from a third party in relation to a possible competing transaction;

-- Group NBT will notify HgCapital as soon as reasonably practicable if its directors at any time no longer intend to recommend HgCapital's offer; and

-- HgCapital has an exclusive right to negotiate with Group NBT for the implementation of its offer proposal.

Group NBT's obligations in respect of HgCapital and the offer proposal during the Exclusivity Period are subject to the Group NBT Directors' fiduciary duties and to applicable law, provided that before relying on any such carve-out Group NBT must first notify HgCapital of its intention to do so.

In the course of discussions relating to the Cash Offer, each of Group NBT and HgCapital has received or will receive confidential information relating to the other party. Pursuant to the Confidentiality and Exclusivity Agreement, each of Group NBT and HgCapital has undertaken to keep confidential such information and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force for a period of 18 months from the date of the Confidentiality and Exclusivity Agreement.

14 Structure of the Cash Offer

It is intended that the Cash Offer will be effected by means of a scheme of arrangement between the Company and the Group NBT Shareholders under Part 26 of the 2006 Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Group NBT. This is to be achieved by the cancellation of the Group NBT Shares subject to the Scheme and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Group NBT (which is equal, in nominal value, to the number of Group NBT Shares cancelled) and issuing them to Bidco, in consideration of which the Group NBT Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

To become effective, the Scheme requires, amongst other things, the approval by a majority in number of those Group NBT Shareholders entitled to vote and present and voting at the Court Meeting (either in person or by proxy) representing at least 75 per cent. in value of the Group NBT Shares voted, together with the approval of the Court and the passing at the General Meeting of a special resolution necessary to implement the Scheme and approve the related Capital Reduction. The special resolution will also approve amendments to the Group NBT Articles.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

The Conditions in paragraph 1 of Appendix I to this announcement provide that the Cash Offer will lapse if:

-- the Court Meeting and the General Meeting expected to take place on 4 November 2011 are not held by 26 November 2011 (or such later date as may be agreed between Bidco and Group NBT);

-- the Court hearing to approve the Scheme expected to take place on 22November 2011 is not held by 14 December 2011 (or such later date as may be agreed between Bidco and Group NBT); or

-- the Scheme does not become effective by the Long Stop Date (or such later date as may be agreed between Bidco and Group NBT),

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may, subject to the requirements of the Panel, be waived by Bidco.

Once the necessary approvals from Group NBT Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and requisite statement of capital as approved by the Court to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective by 25 November 2011.

Upon the Scheme becoming effective, it will be binding on all Group NBT Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to Group NBT Shareholders by 12 October 2011.

15 Disclosure of interests in Group NBT Shares

Bidco confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. The Opening Position Disclosure does not include all relevant details in respect of Bidco's concert parties and Bidco confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.

As at the close of business on 22 September 2011, being the last practicable date prior to the publication of this announcement, save for: (i) the disclosures in this paragraph 15; and (ii) the irrevocable undertakings referred to in paragraph 6 above, none of Bidco or any of its directors or HgCapital or any of its partners or, so far as HgCapital and the Bidco Directors are aware, any person acting, or deemed to be acting, in concert with Bidco:

-- had an interest in, or right to subscribe for, relevant securities of Group NBT;

-- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Group NBT;

-- had procured an irrevocable commitment or letter of intent to accept the Cash Offer in respect of relevant securities of Group NBT;

-- had borrowed or lent any Group NBT Shares.

Furthermore, no arrangement exists with Bidco, HgCapital or Group NBT or an associate of Bidco, HgCapital or Group NBT in relation to Group NBT Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Group NBT Shares which may be an inducement to deal or refrain from dealing in such securities.

16 Delisting and re-registration

Prior to the Scheme becoming effective, Group NBT will make an application to the London Stock Exchange for the cancellation of trading in the Group NBT Shares on AIM to take effect from or shortly after the Effective Date.

On the Effective Date, share certificates in respect of Group NBT Shares will cease to be valid and entitlements to Group NBT Shares held within the CREST system will be cancelled. It is also proposed that, following the Effective Date and after its shares are delisted, Group NBT will be re-registered as a private limited company.

17 General

Bidco reserves the right to elect to implement the acquisition of the Group NBT Shares by way of a takeover offer as an alternative to the Scheme. In such event, the acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Bidco may decide).

The Cash Offer will be made subject to the Conditions and further terms set out in Appendix I to this announcement and those terms which will be set out in the Scheme Document and the Forms of Proxy. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Cash Offer. The Cash Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Services Authority.

18 Documents on display

Copies of the following documents will be made available on Group NBT's and Bidco's website at http://www.groupnbt.com and http://www.newtonbidco.com respectively by no later than 12 noon (London time) on 26 September 2011 until the end of the Cash Offer:

-- the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this announcement; and

-- the Confidentiality and Exclusivity Agreement referred to in paragraph 13 above.

 
 Enquiries: 
 Bidco and HgCapital                        Tel: 020 7089 7888 
 Alex King 
  Richard Donner 
 
 Morgan Stanley (financial adviser and      Tel: 020 7425 8000 
  broker to Bidco and HgCapital) 
 Suniti Chauhan 
  Sumit Pandey 
  Andrew Foster (corporate broking) 
 
 Maitland (public relations adviser to      Tel: 020 7379 5151 
  Bidco and HgCapital) 
 Neil Bennett 
  George Hudson 
 
 Group NBT                                  Tel: 020 7015 9200 
 Richard Madden 
  Geoff Wicks 
 
 Numis (lead financial adviser and broker   Tel: 020 7260 1000 
  to Group NBT) 
 Michael Meade 
  James Black 
  Simon Willis 
 Arbuthnot (independent Rule 3 adviser      Tel: 020 7012 2000 
  to Group NBT) 
 Tom Griffiths 
  Rebecca Gordon 
  Ed Groome 
 
 Biddicks (public relations adviser to      Tel: 020 3178 6378 
  Group NBT) 
 Zoe Biddick 
  Sophie McNulty

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Numis Securities Limited during business hours on 020 7260 1000 or by submitting a request in writing to Numis at the London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Cash Offer should be in hard copy form.

Overseas Shareholders

Forward Looking Statements

Dealing Disclosure Requirements

Information relating to Group NBT Shareholders

Publication on Website

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the City Code, Group NBT confirms that it has 25,991,360 Group NBT Shares of one penny each in issue and admitted to trading on AIM under ISIN code GB0006905193.

APPENDIX I CONDITIONS AND FURTHER TERMS OF THE CASH OFFER

Part A: Conditions of the Scheme

The Cash Offer will be conditional upon the Scheme becoming unconditional and effective, subject to the City Code, by no later than the Long Stop Date or such later date (if any) as Bidco and Group NBT may agree and the Panel and the Court may allow.

1 The Scheme will be subject to the following conditions:

1.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Group NBT at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting being held on or before 26 November 2011 (or such later date as may be agreed by Bidco and Group NBT);

1.2 (i) the resolutions required to approve and implement the Scheme and approve the related Capital Reduction being duly passed by Group NBT Shareholders by the requisite majorities at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before 26 November 2011 (or such later date as may be agreed by Bidco and Group NBT);

1.3 (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Group NBT and Bidco) and confirmation of the Capital Reduction by the Court and (a) the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies, and (ii) the Court hearing to sanction the Scheme being held on or before 14 December 2011 (or such later date as may be agreed by Bidco and Group NBT).

2 Subject as stated in Part B below and to the requirements of the Panel, the Cash Offer will be conditional upon the following Conditions and, accordingly, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and authorisations

(a) all material notifications, filings or applications which are necessary having been made in connection with the Cash Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Cash Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Group NBT or any other member of the Wider Group NBT Group by any member of the Wider Bidco Group, in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider Bidco Group or the Wider Group NBT Group in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Group NBT Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Group NBT Group in any jurisdiction remaining in full force and effect at the time at which the Cash Offer becomes otherwise wholly unconditional and no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations having been made where, in each case absence of such Authorisation would have a material adverse effect on the Wider Group NBT Group or the Wider Bidco Group in each case taken as a whole;

Antitrust and regulatory

(b) no antitrust regulator or Third Party having given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) (in each case which would be material in the context of the Wider Bidco Group or the Wider Group NBT Group in each case taken as a whole) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Group NBT Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) (in any case to an extent which is material in the context of the Wider Bidco Group or the Wider Group NBT Group, as the case may be, taken as a whole);

(ii) except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member of the Wider Bidco Group or the Wider Group NBT Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Group NBT Group (other than in connection with the implementation of the Cash Offer);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Group NBT or on the ability of any member of the Wider Group NBT Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Group NBT Group, in each case to an extent which is material in the context of the Wider Bidco Group or the Wider Group NBT Group, as the case may be, taken as a whole;

(iv) otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider Group NBT Group to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole;

(v) result in any member of the Wider Group NBT Group ceasing to be able to carry on business under any name under which it presently carries on business (in any case to an extent which is material in the context of the Wider Group NBT Group taken as a whole);

(vi) make the Cash Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Group NBT by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of the Cash Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Group NBT by any member of the Wider Bidco Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Group NBT Group (in any case to an extent which is material in the context of the Wider Group NBT Group or the Wider Bidco Group, as the case may be, taken as a whole); or

(viii) impose any material limitation on the ability of any member of the Wider Bidco Group or of any member of the Wider Group NBT Group to integrate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Group NBT Group (in any case to an extent which is material in the context of the Wider Group NBT Group or the Wider Bidco Group, as the case may be, taken as a whole),

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Cash Offer or the acquisition or proposed acquisition of any Group NBT Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(c) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Group NBT Group is a party or by or to which any such member or any of its assets is or may be bound or be subject which, as a consequence of the Cash Offer or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Group NBT or because of a change in the control or management of any member of the Wider Group NBT Group, would or might reasonably be expected to result in, to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Group NBT Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Group NBT Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Group NBT Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Group NBT Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) any member of the Wider Group NBT Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) the value of, or the financial or trading position of any member of the Wider Group NBT Group being prejudiced or adversely affected; or

(vii) the creation of any liability (actual or contingent) by any member of the Wider Group NBT Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Group NBT Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions (c)(i) to (vii) to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole;

Certain events occurring since 31 December 2010

(d) save as Disclosed, no member of the Wider Group NBT Group having since 31 December 2010:

(i) issued or agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Group NBT Shares out of treasury (except, in each case, where relevant, as between Group NBT and wholly owned subsidiaries of Group NBT or between the wholly owned subsidiaries of Group NBT and except for the issue or transfer out of treasury of Group NBT Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Group NBT Share Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Group NBT to Group NBT or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Cash Offer (and except for transactions between Group NBT and its wholly owned subsidiaries or between the wholly owned subsidiaries of Group NBT and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole;

(iv) except for transactions in the ordinary course of business or between the Wider Group NBT Group and its wholly owned subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

(v) issued, authorised or announced an intention to authorise the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Group NBT and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material in the context of the Wider Group NBT Group taken as a whole;

(vi) entered into or varied or authorised or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director of Group NBT;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Group NBT Group (in a manner which is material in the context of the Wider Group NBT Group taken as a whole);

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital (other than pursuant to the implementation of the Cash Offer);

(x) (other than in respect of claims between Group NBT and any wholly owned subsidiaries of Group NBT) waived, compromised or settled any claim which is material in the context of the Wider Group NBT Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Group NBT Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Group NBT Group taken as a whole;

(xii) save as Disclosed or as envisaged in accordance with the terms of the Scheme made any alteration to its memorandum or articles of association or other incorporation documents;

(xiii) made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed (in any case to an extent which is material in the context of the Wider Group NBT Group taken as a whole);

(xvi) made, authorised or announced an intention to propose any change in its loan capital to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole; or

(xvii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (d);

No adverse change, litigation, regulatory enquiry or similar

(e) save as Disclosed, since 31 December 2010:

(i) no adverse change having occurred in the business, assets, financial or trading position or profits of any member of the Wider Group NBT Group which is material in the context of the Wider Group NBT Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Group NBT Group or to which any member of the Wider Group NBT Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Group NBT Group, in each case which is material in the context of the Wider Group NBT Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Group NBT Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Group NBT Group, in each case which is material in the context of the Wider Group NBT Group taken as a whole;

(iv) no contingent or other liability in respect of any member of the Wider Group NBT Group having arisen or increased other than in the ordinary course of business which is reasonably likely to materially affect adversely the business, assets, financial or trading position or profits of any member of the Wider Group NBT Group to an extent in any such case which is material in the context of the Wider Group NBT Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Group NBT Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Group NBT Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(f) save as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Group NBT Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Group NBT Group prior to the date of this announcement is materially misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading (in any case to an extent which is material in the context of the Wider Group NBT Group taken as a whole);

(ii) that any member of the Wider Group NBT Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Group NBT Group taken as a whole;

(iii) that any past or present member of the Wider Group NBT Group has not complied in any material respect with all applicable legislation, regulations of any jurisdiction or any notice or requirement of any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Group NBT Group (in any case to an extent which is material in the context of the Wider Group NBT Group taken as a whole);

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Group NBT Group (in any case to an extent which is material in the context of the Wider Group NBT Group taken as a whole); or

(v) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Group NBT Group, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto (in any case to an extent which is material in the context of the Wider Group NBT Group taken as a whole).

Part B: Certain further terms of the Cash Offer

To the extent permitted by law and subject to the requirements of the Panel, Bidco reserves the right to waive:

(i) any of the deadlines set out in the above Condition 1 for the timing of the Court Meeting, General Meeting and the Court hearing to sanction the Scheme;

(ii) in whole or in part, all or any of the above Conditions 2(a) to (f) (inclusive).

If Bidco is required by the Panel to make an offer for Group NBT Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Cash Offer as are necessary to comply with the provisions of that Rule.

The Scheme will be governed by the law of England and Wales. The Cash Offer will be on and subject to the conditions and further terms set in this Appendix I and to be set out in the Scheme Document. The Scheme will be subject to applicable requirements of the City Code, the Panel and the London Stock Exchange.

Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Cash Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Bidco reserves the right to elect, with the agreement of Group NBT and consent of the Panel (where necessary), to implement the Cash Offer by way of a takeover offer as it may determine in its absolute discretion. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as Bidco may decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme (the "General Offer Acceptance Condition").

The availability of the Cash Offer to persons not resident in the United Kingdom may be affected by the laws of the Relevant Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Cash Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Cash Offer so as to cause the Cash Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Cash Offer. The conditions contained in paragraph 1 of Part A and, if applicable, the General Offer Acceptance Condition set out in Part B are not subject to this provision of the Code.

The Cash Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document.

APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION

The value of Group NBT as implied by the offer price stated in paragraph 2 of this announcement is based on the issued ordinary share capital as at 22 September 2011 (the latest Business Day prior to the commencement of the Offer Period), adjusted for the dilutive effect of in-the-money options, being:

-- issued ordinary share capital of 25,991,360 Group NBT Shares as per the confirmation by Group NBT pursuant to Rule 2.10 of the Code set out herein; and

-- 27,817,009 Group NBT Shares being the maximum number of ordinary shares that can be in issue following the allotment of 1,825,649 in-the-money options.

Further sources of information regarding data reported in this announcement are as follows:

-- the Closing Price per Group NBT Share of 449 pence on 22 September 2011 (being the last Business Day prior to the commencement of the Offer Period) is the closing middle market price derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;

-- the 12 month average price per Group NBT Share of 413 pence, being the average Closing Price for the twelve month period ended on 22 September 2011, is derived from Bloomberg and taken as the average daily closing price for the period;

-- the price to earnings ratio of 21.0x is calculated as the offer price of 550 per pence per Group NBT Share divided by the underlying diluted earnings per share figure of 26.22 pence reported by the Company today in its preliminary results for the year ended 30 June 2011; and

-- unless otherwise stated, the financial information relating to Group NBT is extracted from the audited consolidated financial statements of Group NBT for the financial year ended 30 June 2010 or from the preliminary results statement of Group NBT for the financial year ended 30 June 2011. The underlying measures are based on adjusted statutory measures and reconciliation between the adjusted measures reported above and the equivalent statutory measures contained within the preliminary results for the year ended 30 June 2011. The underlying diluted earnings per share figure of 26.22 pence for the year ended 30 June 2011 excludes amortisation, restructuring costs, acquisition related expenses and an unexpected financial loss as described in the preliminary results.

APPENDIX III IRREVOCABLE UNDERTAKINGS

The following holders or controllers of Group NBT Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

PART A

 
                                                              Number of Group 
                                                              NBT Shares under 
                      Number of Group     % of Group NBT      Group NBT Share 
 Name                 NBT Shares          Shares in issue     Schemes 
 Richard Madden       -                   -                   100,000 
 Raj Nagevadia        2,500               0.01                271,698 
 Geoffrey Wicks       500,000             1.92                316,826 
 Keith Young MBE      887,432(1)          3.41                - 
 Nordic Venture 
  Partners K/S        1,807,268           6.95                341,574 
 TOTAL                3,197,200           12.29               1,030,098

The undertakings listed in this Part A cease to be binding if (i) the Scheme Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or takeover offer, as applicable, does not become wholly unconditional) on or before the Long Stop Date, or (iii) in the case of the undertakings given by the Group NBT Directors, the Scheme lapses or is withdrawn, and in the case of the undertaking given by Nordic Venture Partners K/S, the Scheme is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

PART B

 
                                                              Number of Group 
                                                              NBT Shares under 
                      Number of Group     % of Group NBT      Group NBT Share 
 Name                 NBT Shares          Shares in issue     Schemes 
 Herald Investment 
  Management 
  Limited             2,518,250           9.69                - 
 Blackrock 
  Investment 
  Management (UK) 
  Limited(2)          2,278,527           8.77                - 
 Artemis Investment 
  Management LLP      2,000,000           7.69                - 
 TOTAL                6,796,777           26.15               -

The undertakings listed in this Part B cease to be binding if (i) the Scheme Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or takeover offer, as applicable, does not become wholly unconditional) on or before the Long Stop Date, or (iii):

- in the case of the undertaking given by Herald Investment Management Limited (a) the Scheme is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective, or (b) a third party makes or announces a firm intention to make an offer for Group NBT on terms which represent at least a 10 per cent. premium to the value of the Cash Offer;

- in the case of the undertaking given by Blackrock Investment Management (UK) Limited (a) the Scheme lapses or is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective, or (b) a third party makes or announces a firm intention to make an offer for Group NBT on terms which represent at least a 5 per cent. premium to the value of the Cash Offer; and

- in the case of the undertaking given by Artemis Investment Management LLP, the Scheme is withdrawn or a competing offer is made for Group NBT on terms which represent at least a 5 per cent. premium to the value of the Cash Offer .

Notes:

(1) This includes 37,432 Group NBT Shares beneficially owned by Keith Young through a SIPP.

(2) This is the number of Group NBT Shares which Blackrock Investment Management (UK) Limited had the ability to control the voting rights in as at close of business on 22 September 2011. The undertaking given by Blackrock Investment Management (UK) Limited relates to the number of Group NBT Shares which it is able to control the voting rights in as at the record time for the Court Meeting and the General Meeting. Prior to the record time, Blackrock Investment Management (UK) Limited may deal with Group NBT Shares on the instructions of its clients holding direct or indirect interests in such shares.

APPENDIX IV DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

 
 "2006 Act"                      the Companies Act 2006, as amended; 
 "AIM"                           the Alternative Investment Market 
                                  operated by the London Stock Exchange; 
 "Arbuthnot"                     Arbuthnot Securities Limited, independent 
                                  financial adviser to Group NBT for 
                                  the purposes of Rule 3 of the Code; 
 "Authorisations"                regulatory authorisations, orders, 
                                  recognitions, grants, consents, clearances, 
                                  confirmations, certificates, licences, 
                                  permissions or approvals; 
 "Bidco"                         Newton Bidco Limited, a company incorporated 
                                  in England and Wales under number 
                                  07742748; 
 "Bidco Directors"               the directors of Bidco as at the date 
                                  of this announcement; 
 "Bidco Group"                   Bidco and its direct and indirect 
                                  holding companies (excluding, for 
                                  the avoidance of doubt, the HgCapital 
                                  Funds); 
 "Board"                         the Group NBT Directors; 
 "Business Day"                  a day (other than Saturdays, Sundays 
                                  and UK public holidays) on which banks 
                                  are open for business in London; 
 "Capital Reduction"             the reduction of Group NBT's share 
                                  capital provided for by the Scheme; 
 "Cash Offer"                    the cash offer by Bidco to acquire 
                                  the entire issued and to be issued 
                                  ordinary share capital of Group NBT 
                                  at a price of 550 pence per Group 
                                  NBT Share to be effected by means 
                                  of the Scheme and, where the context 
                                  admits, any subsequent variation, 
                                  revision, extension or renewal thereof; 
 "City Code" or "Code"           the City Code on Takeovers and Mergers; 
 "Closing Price"                 the middle market price of a Group 
                                  NBT Share at the close of business 
                                  on the day to which such price relates, 
                                  as derived from the AIM Appendix to 
                                  the Daily Official List of the London 
                                  Stock Exchange for that day or from 
                                  Bloomberg in the case of the average 
                                  Closing Price for the twelve month 
                                  period ended on 22 September 2011; 
 "Conditions"                    the Conditions to the Cash Offer, as set out 
                                 in Appendix I of this announcement and to be 
                                 set out in the Scheme Document; 
 "Court"                         the High Court of Justice in England 
                                  and Wales; 
 "Court Meeting"                 the meeting of Scheme Shareholders 
                                  (and any adjournment thereof) to be 
                                  convened pursuant to an order of the 
                                  Court under Part 26 of the 2006 Act 
                                  for the purposes of considering and, 
                                  if thought fit, approving the Scheme 
                                  (with or without amendment); 
 "Court Order(s)"                the order(s) of the Court sanctioning 
                                  the Scheme and confirming the related 
                                  Capital Reduction; 
 "CREST"                         a relevant system (as defined in the 
                                  Regulations) in respect of which Euroclear 
                                  is the Operator (as defined in the 
                                  Regulations); 
 "Dealing Disclosure"            has the same meaning as in Rule 8 
                                  of the Code; 
 "Disclosed"                     the information disclosed in: (i) the Group 
                                 NBT annual report and accounts in respect of 
                                 the financial year ended 30 June 2010; (ii) 
                                 the Group NBT interim results for the six 
                                 months ended on 31 December 2010; (iii) the 
                                 Group NBT preliminary results for the 12 
                                 months ended on 30 June 2011; (iv) any 
                                 documents delivered to any director of Bidco 
                                 or HgCapital or to any of Bidco's or 
                                 HgCapital's professional advisers engaged in 
                                 connection with the Cash Offer on or before 5 
                                 pm on the Business Day prior to the date of 
                                 this announcement (including, but not limited 
                                 to, in minutes of any disclosure meetings 
                                 that are so delivered or any information 
                                 fairly disclosed in electronic form to Bidco 
                                 or HgCapital or any of Bidco's or HgCapital's 
                                 professional advisers); or (v) any public 
                                 announcement by Group NBT to a Regulatory 
                                 Information Service on or before 5 pm on the 
                                 Business Day prior the date of this 
                                 announcement; 
 "Effective Date"                the date on which the Scheme becomes 
                                  effective in accordance with its terms; 
 "Forms of Proxy"                the forms of proxy for use at the 
                                  Court Meeting and the General Meeting; 
 "FSA" or "Financial Services    the Financial Services Authority in 
  Authority"                      its capacity as the competent authority 
                                  for the purposes of Part VI of the 
                                  FSMA; 
 "FSMA"                          the Financial Services and Markets 
                                  Act 2000; 
 "General Meeting"               the general meeting of Group NBT Shareholders 
                                  (and any adjournment thereof) to be 
                                  convened in connection with the Scheme; 
 "Group NBT" or "Company"        Group NBT plc; 
 "Group NBT Articles"            the articles of association of Group 
                                  NBT; 
 "Group NBT Directors"           the directors of Group NBT as at the 
                                  date of this announcement; 
 "Group NBT Shareholders"        the holders of Group NBT Shares; 
  or "Shareholders" 
 "Group NBT Share Schemes"       means the Group NBT Long-Term Incentive 
                                  Plan, the option agreements entered 
                                  into between Group NBT and various 
                                  individuals pursuant to which Group 
                                  NBT has granted unapproved options 
                                  over Group NBT Shares to those individuals 
                                  between 2003 and 2008, the Group NBT 
                                  Enterprise Management Incentive Plan 
                                  2003, the Group NBT 2007 Share Option 
                                  Scheme and the option deeds entered 
                                  into between Group NBT and various 
                                  investors pursuant to which Group 
                                  NBT has granted options over Group 
                                  NBT Shares to those investors between 
                                  2007 and 2009; 
 "Group NBT Shares"              ordinary shares of one penny each 
                                  in the capital of Group NBT; 
 "HgCapital"                     HgCapital LLP, a limited liability 
                                  partnership registered in England 
                                  and Wales under number OC301825, acting 
                                  on behalf of the funds it manages 
                                  or advises; 
 "HgCapital Funds"               HgCapital 6 A L.P., HgCapital 6 B 
                                  L.P., HgCapital 6 C L.P., HgCapital 
                                  6 D L.P., HgCapital 6 E L.P., HgCapital 
                                  6 Executive Co-Invest, L.P. and HGT 
                                  6 L.P., each managed or advised by 
                                  HgCapital; 
 "London Stock Exchange"         London Stock Exchange plc, a public 
                                  company incorporated in England and 
                                  Wales under number 2075721; 
 "Long Stop Date"                the date falling six months from the 
                                  date of the Scheme Document; 
 "Morgan Stanley"                Morgan Stanley & Co. Limited, financial 
                                  adviser to Bidco and HgCapital; 
 "Newton Equityco"               Newton Equityco Limited, the indirect 
                                  parent company of Bidco, a private 
                                  limited company incorporated in England 
                                  and Wales under number 07772140; 
 "Numis"                         Numis Securities Limited, lead financial 
                                  adviser and broker to Group NBT; 
 "Offer Period"                  the offer period (as defined by the 
                                  Code) relating to Group NBT, which 
                                  commenced on 23 September 2011 the 
                                  date of this announcement; 
 "Opening Position Disclosure"   has the same meaning as in Rule 8 
                                  of the Code; 
 "Overseas Shareholders"         Group NBT Shareholders with registered 
                                  addresses outside the United Kingdom 
                                  or who are not resident in, or nationals 
                                  or citizens of, the United Kingdom; 
 "Panel"                         the Panel on Takeovers and Mergers; 
 "Reduction Record Time"         the time and date specified as such 
                                  in the Scheme Document expected to 
                                  be 6 pm on the Business Day immediately 
                                  preceding the date upon which the 
                                  order of the Court is made confirming 
                                  the Capital Reduction under Section 
                                  648 of the 2006 Act; 
 "Registrar of Companies"        the Registrar of Companies in England 
                                  and Wales; 
 "Regulations"                   the Uncertificated Securities Regulations 
                                  2001 (SI2001 No. 3755), as amended 
                                  from time to time; 
 "Restricted Jurisdiction"       any jurisdiction where extension or 
                                  acceptance of the Cash Offer would 
                                  violate the law of that jurisdiction; 
 "Scheme"                        the proposed scheme of arrangement 
                                  under Part 26 of the 2006 Act, the 
                                  full terms of which will be set out 
                                  in the Scheme Document with or subject 
                                  to any modification, addition or condition 
                                  which Bidco and Group NBT may agree, 
                                  and if required, the Court may approve 
                                  or impose; 
 "Scheme Document"               the document to be sent to Group NBT 
                                  Shareholders, containing and setting 
                                  out the Scheme, the notices convening 
                                  the Court Meeting, the General Meeting 
                                  and the further particulars required 
                                  by Part 26 of the 2006 Act; 
 "Scheme Shares"                           the Group NBT Shares: (i) in issue 
                                           at the date of the Scheme Document; 
                                           (ii) issued after the date of the 
                                           Scheme Document and before the 
                                           Scheme Voting Record Time; and 
                                           (iii) issued at or after the Scheme 
                                           Voting Record Time and before the 
                                           Reduction Record Time in respect of 
                                           which the original or any 
                                           subsequent holders thereof are, or 
                                           shall have agreed in writing to be, 
                                           bound by the Scheme, in each case 
                                           other than any Group NBT Shares (if 
                                           any) legally or beneficially owned 
                                           by any member of Bidco Group; 
 "Scheme Shareholders"                     the holders of Scheme Shares; 
 "Scheme Voting Record                     the date and time specified in the 
  Time"                                    Scheme Document by reference to 
                                           which entitlement to vote at the 
                                           Court Meeting will be determined, 
                                           expected to be 6 pm on the day 
                                           which is two days before the Court 
                                           Meeting or, if the Court Meeting is 
                                           adjourned, 6 pm on the day which is 
                                           two days before the date of such 
                                           adjourned Court Meeting; 
 "Substantial Interest"                    in relation to an undertaking, a 
                                           direct or indirect interest of 20 
                                           per cent. or more of the total 
                                           voting rights conferred by the 
                                           equity share capital (as defined in 
                                           Section 548 of the 2006 Act) of 
                                           such undertaking; 
 "Third Party"                             each of a central bank, government 
                                           or governmental, 
                                           quasi-governmental, supranational, 
                                           statutory, regulatory, 
                                           environmental, administrative, 
                                           fiscal or investigative body, 
                                           court, trade agency, association, 
                                           institution, environmental body, or 
                                           any other body or person whatsoever 
                                           in any jurisdiction; 
 "United Kingdom" or "UK"        the United Kingdom of Great Britain 
                                  and Northern Ireland; 
 "United States" or "US"         the United States of America, its 
                                  territories and possessions, any State 
                                  of the United States of America and 
                                  the District of Columbia; 
 "US Securities Act"             the United States Securities Act of 
                                  1933, as amended, and the rules and 
                                  regulations promulgated thereunder; 
 "Wider Bidco Group"             Bidco, its parent undertakings, its 
                                  subsidiary undertakings, associated 
                                  undertakings and any other undertakings 
                                  in which that company and such undertakings 
                                  (aggregating their interests) have 
                                  a Substantial Interest; and 
 "Wider Group NBT Group"         Group NBT, its subsidiary undertakings, 
                                  associated undertakings and any other 
                                  undertakings in which that company 
                                  and such undertakings (aggregating 
                                  their interests) have a Substantial 
                                  Interest.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the 2006 Act, but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act 1985.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

GBP and pence means pounds and pence sterling, the lawful currency of the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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