NES Netstore

RNS Number:2633O
NetStore PLC
19 February 2008


For immediate release                                         19 February 2008

                                  Netstore Plc
                          ("Netstore" or "the Company")
                                        
                        Possible Offer and Trading Update
                                        
Netstore, a leading provider of IT Security and Outsourcing Services to the 
mid-market, announces the following update.

Strategic Options

The Board of Netstore has received certain early-stage approaches from third
parties who have expressed an interest in making an offer for the Company.

In light of these expressions of interest the Board has commenced a review
process and it will give careful consideration to all strategic options.

At this preliminary stage, there can be no assurance that any offer for the
Company or any other transaction will be forthcoming. The Board will keep
shareholders informed as appropriate.

Current Trading

Good progress continues to be made across all of Netstore's businesses in the 
first half of the current financial year. The Directors believe that Netstore is 
on track to meet its objectives for the year ended 30 June 2008 and trading is 
in line with market expectations.

New business momentum in the first six months of trading has been strong across 
the group.  Our security business signed 40 new customers during the first half 
year and the renewal rate for existing customers increased by 13% to 87%. Our 
Managed Services business also achieved an increase in customers and there are 
encouraging signs of cross-selling between the divisions.  The Managed Services 
business has shown both high renewal rates, with contract terms of up to 8 years, 
and customer growth, adding to the already significant user base.

Historical Restatement

Following the appointments of Graham Kingsmill as Chief Executive and David
Memory as Finance Director, in July and September 2007 respectively, the new
executive team initiated a thorough internal review of Netstore which included
the streamlining of four complex accounting systems into one. This review
process has revealed that a number of accounting policies, in particular those
in respect of cost accrual and revenue recognition, had been incorrectly applied
and that other accounting errors have historically been made.

As a result of the discovery of these discrepancies PricewaterhouseCoopers has
been appointed to conduct an independent review. The review is ongoing and the
outcome is not yet certain but management's current expectation is that it will
result in a significant reduction to the previously reported profit before tax
in accounting periods to 30 June 2007.

This is an historical adjustment and, as stated above, Netstore's trading in the
current year is in line with market expectations. An update on the results of
this review process will be made in mid-March 2008 when the Company reports its
results for the six months to 31 December 2007.


For further information please contact:

Netstore Plc                                           Tel: 0870 300 6600
Paul Barry-Walsh, Chairman
Graham Kingsmill, CEO
David Memory, CFO

Buchanan Communications                                Tel: 020 7466 5000
Charles Ryland / Jeremy Garcia

Cenkos                                                 Tel: 020 7397 8900
Ian Soanes


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of the Company, all "dealings" in any
"relevant securities" of the Company (including by means of an option in respect
of, or a derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 pm (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Company by the offeror or the offeree company, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Netstore
Plc confirms that it has 172,606,806 ordinary shares of 20 pence each in issue
as at the close of business on 18 February 2008. The ISIN reference for these
securities is GB0004123609.




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            The company news service from the London Stock Exchange

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