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RECOMMENDED CASH OFFER by NGH TOPCO LIMITED for NETWORK GROUP HOLDINGS PLC

RECOMMENDED CASH OFFER  by  NGH TOPCO LIMITED  for  NETWORK GROUP HOLDINGS PLC                          

Summary

  * The boards of NGH Topco Limited and Network Group Holdings PLC announce

  that they have reached agreement on the terms of a recommended cash offer,

  with a share alternative, for the whole of the issued and to be issued

  share capital of Network.

 * Under the terms of the Offer, Network Shareholders will be entitled to

  receive 26 pence per Network Share in cash. As an alternative, for every

  Network Share, Network Shareholders will be entitled to elect to receive

  0.26 A ordinary shares of &pound0.01 each in NGH Topco Limited. On this basis,

  the terms of the Offer value the existing issued share capital of Network

  at approximately &pound19.6 million.

 * The Offer Price represents a premium of approximately 40.5 per cent. to the

  Closing Price of a Network Share of 18.5 pence on the last dealing day

  prior to the release of this announcement.

 

 * The Independent Directors, who have been so advised by Arden Partners plc,

  consider the terms of the Offer to be fair and reasonable. In providing its

  advice to the Independent Directors, Arden Partners plc has taken into

  account the commercial assessments of the Independent Directors.

  Accordingly, the Independent Directors have agreed unanimously to recommend

  Network Shareholders to accept the Offer. The Independent Directors have

  irrevocably undertaken to accept the Offer in respect of their entire

  beneficial holdings of Network Shares amounting to, in aggregate, 3,827,023

  Network Shares, representing approximately 5.08 per cent. of the existing

  issued share capital of Network. All of these undertakings contain an

  undertaking to elect for the NGH Topco Share Alternative in respect of

  their entire holdings of Network Shares.

 * In addition, NGH Topco has received irrevocable undertakings to accept the

  Offer or to procure that any other person accepts the Offer from certain

  other shareholders of Network, in respect of a total of 65,288,987 Network

  Shares representing approximately 86.73 per cent. of the issued share

  capital of Network.

 * In aggregate, NGH Topco has therefore received irrevocable undertakings to

  accept the Offer, or to procure that any other person accepts the Offer, in

  respect of a total of 69,116,010 Network Shares, representing approximately

  91.81 per cent. of the issued share capital of Network.

 * Of the irrevocable undertakings received, NGH Topco has received

  undertakings to elect for the NGH Topco Share Alternative in respect of an

  aggregate of 63,738,078 Network Shares, representing 84.66 per cent. of the

  issued share capital of Network.

 * NGH Topco has today entered into the Acquisition Agreement pursuant to

  which it has agreed (subject to the Offer becoming or being declared

  unconditional in all respects) to acquire 90.22 per cent. of the entire

  issued share capital of Pertemps.

 * Pertemps and Network were established in connection with the demerger of

  one business and they share management and shareholders. The directors of

  NGH Topco believe that the re-amalgamation of the two entities represents

   an attractive investment opportunity, due to the complementary nature of

  each entity's activities together with the potential specific synergies to

  be obtained and the reduction in integration risks, such as cultural fit,

  that are commonplace in mergers.

Commenting on the Offer, Roger Englefield, on behalf of NGH Topco, said:

  * "It gives me great pleasure to welcome our new acquisition. I look forward

  to a long, happy and prosperous relationship with everybody involved within

  the Network Group."

John Smith, senior independent director of Network, said:

  * "Having been involved with Network since its inception in 2007, I am

  delighted that this amalgamation of the two entities, backed by LDC,

  represents an attractive offer for shareholders and protects employees,

  whilst allowing the enlarged group to bring in the next generation of

  management and move forward to its next stage of development."

This summary should be read in conjunction with the full text of the following

announcement. Appendix IV to the following announcement contains definitions of

certain terms used in this summary and the following announcement.

Mazars Corporate Finance Limited is acting exclusively for NGH Topco in

connection with the Offer and will not be responsible to any person other than

NGH Topco for providing the protections afforded to customers of Mazars

Corporate Finance Limited or for providing advice in relation to the Offer or

any other matter referred to in this announcement.

Arden Partners plc is acting exclusively for Network in connection with the

Offer and will not be responsible to any person other than Network for

providing the protections afforded to clients of Arden Partners plc or for

providing advice in relation to the Offer or any other matter referred to in

this announcement.

This announcement does not constitute, or form part of, any offer for, or any

solicitation of any offer for, securities. Any acceptance or other response to

the Offer should be made only on the basis of information referred to in the

Offer Document which NGH Topco intends to despatch shortly to Network

Shareholders and, for information only, to holders of options under the Network

Share Schemes.

This announcement has been prepared for the purposes of complying with English

Law and the 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.

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