Stentor PLC - Offers by nevada tele.com.Pt3

RNS Number:3447L
Stentor PLC
30 May 2000



PART 3

Appendix I

Conditions and Further Terms of the Offers

The Offers, which will be made by Dresdner Kleinwort Benson on
behalf of nevada tele.com, are not subject to either the City Code
or the Irish Takeover Rules. The Offers will be governed by Irish
law and will be subject to the jurisdiction of the courts of
Ireland. In addition, the Offers will be subject to the terms and
conditions set out in the Offer Document and the relevant Forms of
Acceptance.

Conditions of the Offers

1. The Ordinary Offer

The Ordinary Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted,
    withdrawn) by not later than 3.00 p.m. on the first closing
    date of the Ordinary Offer (or such later time(s) and/or
    date(s) as nevada tele.com may decide) in respect of not less
    than 95 per cent. (or such lower percentage as nevada tele.com
    may decide) in nominal value of the Stentor Ordinary Shares to
    which the Ordinary Offer relates, provided that this condition
    will not be satisfied unless nevada tele.com shall have
    acquired or agreed to acquire (whether pursuant to the Offers
    or otherwise) Stentor Shares carrying in aggregate more than
    50 per cent. of the voting rights then exercisable at a
    general meeting of Stentor, including for these purposes any
    such voting rights attaching to any Stentor Shares that are
    unconditionally allotted or issued before the Ordinary Offer
    becomes or is declared unconditional as to acceptances,
    whether pursuant to the exercise of any outstanding
    subscription or conversion rights or otherwise.  For the
    purpose of this condition:

    (i)   the expression "Stentor Ordinary Shares to which the
           Ordinary Offer relates" shall mean (aa) Stentor
           Ordinary Shares issued or allotted on or before the
           date the Ordinary Offer is made and (bb) Stentor
           Ordinary Shares issued or allotted after that date but
           before the time at which the Ordinary Offer closes, or
           such earlier time as nevada tele.com may decide (not
           being earlier than the date on which the Ordinary Offer
           becomes unconditional as to acceptances or, if later,
           the first closing date) but excluding any Stentor
           Ordinary Shares which are in the beneficial ownership
           of nevada tele.com within the meaning of section 204 of
           the Act; and
   
    (ii)  Stentor Shares which have been unconditionally allotted
           shall be deemed to carry the voting rights which they
           will carry upon issue;

(b)        (i)  the Irish Minister for Enterprise, Trade and
           Employment (the "Minister") either (aa) stating in
           writing that she has decided not to make an order under
           Section 9 of the Mergers, Take-overs and Monopolies
           (Control) Act 1978 (as amended) ("Mergers Act") in
           relation to the Offers or (bb) making a conditional
           order under Section 9 of the Mergers Act in relation to
           the Offers on terms acceptable to nevada tele.com in
           its absolute discretion; or

    (ii)  the relevant period within the meaning of Section 6 of
           the Mergers Act having elapsed without the Minister
           having made an order under Section 9 of the Mergers Act
           in relation to the Offers;

(c) valid acceptances being received (and not, where permitted,
    withdrawn) by not later than 3.00pm on the first closing date
    of the Preferred Offer (or such later time(s) and/or dates as
    nevada tele.com may decide) in respect of not less than 95 per
    cent. (or such lower percentage as nevada tele.com may decide)
    in nominal value of the Stentor Preferred Ordinary Shares to
    which the Preferred Offer relates. For the purpose of this
    condition the expression "Stentor Preferred Ordinary Shares to
    which the Preferred Offer relates" shall mean (i) Stentor
    Preferred Ordinary Shares issued or allotted on or before the
    date the Preferred Offer is made and (ii) Stentor Preferred
    Ordinary Shares issued or allotted after that date but before
    the time at which the Preferred Offer closes, or such earlier
    time as nevada tele.com may decide (not being earlier than the
    date on which the Preferred Offer becomes unconditional as to
    acceptances or, if later, the first closing date) but
    excluding any Stentor Preferred Ordinary Shares which are in
    the beneficial ownership of nevada tele.com within the meaning
    of section 204 of the Act;

(d) no Third Party having intervened and there not continuing to
    be outstanding any statute, regulation or order of any Third
    Party in each case which would or might reasonably be expected
    to:

    (i)   make either of the Offers, their implementation or the
           acquisition or proposed acquisition by nevada tele.com
           or any member of the Wider nevada tele.com Group of any
           shares or other securities in, or control of, Stentor
           void, illegal and/or unenforceable in or under the laws
           of any relevant jurisdiction, or otherwise directly or
           indirectly restrain, prevent, prohibit, restrict or
           delay the Offers or such acquisition or impose
           additional conditions or obligations with respect to
           the Offers or such acquisition, or otherwise impede,
           challenge or interfere with the Offers or such
           acquisition, or require amendment to the terms of the
           Offers or the proposed acquisition of any Stentor
           Shares or the acquisition of control of Stentor by
           nevada tele.com, in each case in a manner which is
           material in the context of the Offers;

    (ii)  require, prevent or delay the divestiture by any member
           of the Wider nevada tele.com Group or of the Wider
           Stentor Group of any shares or other securities (or the
           equivalent) in Stentor;

    (iii) require, prevent or delay the divestiture or alter the
           terms envisaged for any proposed divestiture by any
           member of the Wider nevada tele.com Group or by any
           member of the Wider Stentor Group of all or any portion
           of their respective businesses, assets or properties or
           impose any limitation on the ability of any of them to
           conduct any of their respective businesses (or any of
           them) or to own any of their respective assets or
           properties or any part thereof;

    (iv)  impose any limitation on, or result in a delay in, the
           ability of nevada tele.com to acquire or to hold or to
           exercise effectively, directly or indirectly, all or
           any rights of ownership in respect of shares or other
           securities (or the equivalent) in, or to exercise
           management control over, any member of the Wider
           Stentor Group;

    (v)   result, directly or indirectly, in a delay in the
           ability of nevada tele.com, or render nevada tele.com
           unable, to acquire some or all of the Stentor Shares;

    (vi)  save pursuant to the Offers, require nevada tele.com or
           any member of the Wider nevada tele.com Group to
           acquire, or to offer to acquire, any shares or other
           securities (or the equivalent) in any member of the
           Wider Stentor Group owned by any third party, in any
           such case;

    (vii) save for any limitations contained in the relevant
           telecoms licences of the Wider nevada tele.com Group or
           the Wider Stentor Group, impose any limitation on the
           ability of any member of the Wider nevada tele.com
           Group or any member of the Wider Stentor Group to
           integrate or co-ordinate its business, or any part of
           it, with the businesses of any other member of the
           Wider nevada tele.com Group or of the Wider Stentor
           Group;

    (viii)result in any member of the Wider Stentor Group or the
           Wider nevada tele.com Group ceasing to be able to carry
           on business under any name under which it presently
           does so; or

    (ix)  otherwise adversely affect any or all of the
           businesses, assets, profits or prospects of any member
           of the Wider Stentor Group or any member of the Wider
           nevada tele.com Group;

   and all applicable waiting and other time periods during which
   any Third Party could intervene in such a way under the laws
   of any relevant jurisdiction having expired, lapsed or been
   terminated;

(e) all necessary filings, notifications and approvals having been
    made and obtained from the Federal Communications Commission
    with respect to any telecommunications license(s) held by any
    member of the Wider Stentor Group;

(f) all necessary filings having been made, all applicable waiting
    and other time periods under any applicable legislation or
    regulation of any jurisdiction having expired, lapsed or
    terminated and all statutory or regulatory obligations in any
    jurisdiction having been complied with in each case in
    connection with the Offers or the acquisition of control of
    Stentor or any other member of the Wider Stentor Group by
    nevada tele.com and all Authorisations reasonably considered
    necessary or appropriate by nevada tele.com in any relevant
    jurisdiction for or in respect of the Offers or the
    acquisition or proposed acquisition of any shares or other
    securities in, or control of, Stentor or any other member of
    the Wider Stentor Group by nevada tele.com and all such
    Authorisations necessary or appropriate to carry on the
    business of any member of the Wider Stentor Group in any
    jurisdiction having been obtained, in terms and in a form
    reasonably satisfactory to nevada tele.com, from all
    appropriate Third Parties or from any persons or bodies with
    whom any member of the Wider Stentor Group has entered into
    contractual arrangements (where, in each case, the
    Authorisations are reasonably necessary or required or where
    the absence of such Authorisation would have a material
    adverse effect on the Wider Stentor Group taken as a whole)
    and all such Authorisations remaining in full force and effect
    and there being no notice or intimation of any intention to
    revoke, suspend, restrict, modify or not to renew any of the
    same;

(g) except as fully and fairly disclosed to nevada tele.com by or
    on behalf of Stentor prior to 12 noon on 26 May 2000, there
    being no provision of any arrangement, agreement, licence,
    permit, franchise or other instrument to which any member of
    the Wider Stentor Group is a party, or by or to which any such
    member or any of its assets is or are or may be bound,
    entitled or subject or any circumstance, which in each case as
    a consequence of the Offers or the acquisition or proposed
    acquisition of any shares or other securities in, or control
    of, Stentor or any other member of the Wider Stentor Group by
    nevada tele.com, could or might reasonably be expected to
    result in;

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

    (ii)  the creation or enforcement of any mortgage, charge or
           other security interest over the whole or any part of
           the business, property, assets or interests of any
           member of the Wider Stentor Group or any such mortgage,
           charge or other security interest becoming enforceable;

    (iii) any such arrangement, agreement, licence, permit,
           franchise, facility, lease or other instrument, or the
           rights, liabilities, obligations or interests of any
           members of the Wider Stentor Group thereunder or the
           interests or business of any such member in or with any
           other person, firm, company or body, being, or becoming
           capable of being, terminated or adversely modified or
           affected or any adverse action being taken or any
           obligation or liability arising thereunder;

    (iv)  any assets or interests of or used by any member of the
           Wider Stentor Group being or falling to be disposed of
           or charged or ceasing to be available or any right
           arising under which any such asset or interest could be
           required to be disposed of or charged otherwise than in
           the ordinary course of business;

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

    (vi)  the creation or assumption of liabilities actual or
           contingent by any such member of the Wider Stentor
           Group;

    (vii) the financial or trading position, profits, prospects
           or value of any member or associate of the Wider
           Stentor Group being adversely prejudiced or affected;
           or

   (viii) without limitation to the foregoing, any member of the
           Wider nevada tele.com Group or of the Wider Stentor
           Group being required to acquire, or offer to acquire,
           any shares or other securities (or the equivalent) in
           any member of the Wider nevada tele.com Group or of the
           Wider Stentor Group or any asset owned by any third
           party or to sell, or to offer to sell, any shares or
           other securities (or equivalent) in or any asset owned
           by any member of the Wider nevada tele.com Group or of
           the Wider Stentor Group;

    and no event having occurred which, under the provision of any
    agreement, arrangement, license, permit or other instrument to
    which any member of the Wider Stentor Group is a party or by
    or to which any such member or any of its assets may be bound,
    entitled or subject, is likely to result in any of the events
    or circumstances referred to above;

(h) no member of the Wider Stentor Group having except as
    disclosed in Stentor's annual report and accounts for the year
    ended 31 March 2000 or as otherwise fully and fairly disclosed
    by or on behalf of Stentor to nevada tele.com prior to noon on
    26 May 2000:

    (i)   issued or agreed to issue or authorised or proposed or
           announced its intention to authorise or propose the
           issue of additional shares of any class, or securities
           convertible into, or rights, warrants or options to
           subscribe for or acquire, any such shares or
           convertible securities (save as between Stentor and
           wholly-owned subsidiaries of Stentor or save as
           contemplated by the parties to the acquisition of
           Stentor) or supplemented or varied or proposed to
           supplement or vary any term of the Warrants or the
           Options;

    (ii)  recommended, declared, paid or made, or proposed the
           recommendation, declaration or payment or making of,
           any bonus, dividend or other distribution whether in
           cash or otherwise (save to Stentor or a wholly-owned
           subsidiary of Stentor);

    (iii) made or authorised or proposed or announced any change
           in its loan capital;

    (iv)  merged with or demerged or acquired any body corporate
           or acquired or disposed of or transferred, mortgaged or
           charged or created any security interest over any
           assets or (other than in the ordinary course of
           business) any right, title or interest in any assets
           (including shares and trade investments other than in
           the ordinary course of business) or authorised,
           proposed or announced its intention so to do (which in
           any case would have a material adverse effect on the
           Wider Stentor Group taken as a whole);

    (v)   issued, authorised or proposed the issue of any
           debentures or (save in the ordinary course of business)
           incurred or increased any indebtedness or contingent
           liability to an extent which is material in the context
           of the Stentor Group taken as a whole;
    (vi)  purchased, redeemed or repaid or proposed the purchase,
           redemption or repayment of any of its own shares or
           other securities or reduced or made, or proposed the
           reduction or making of, any other change to any part of
           its share capital;

    (vii) entered into or varied, or authorised or proposed the
           entry into or variation of, or announced its intention
           to enter into or vary, any contract, transaction,
           reconstruction, amalgamation, scheme, arrangement or
           commitment (whether in respect of capital expenditure
           or otherwise) which:

        (A) is loss making, long term or of an onerous or unusual
             nature or magnitude; or

        (B) would be restrictive on the business of any member of
             the Wider Stentor Group or any member of the Wider
             nevada tele.com Group; or

        (C) involves or would involve an obligation of an onerous
             or unusual nature or magnitude or which could be
             restrictive on the business of any member of the
             Wider Stentor Group or any member of the Wider nevada
             tele.com Group;

        (D)  is other than in the ordinary course of business
        
           in the case of (A), (C) and (D) which is material in
           the context of the Wider Stentor Group or the nevada
           tele.com Group, as the case may be, taken as a whole;

    (viii)entered into or varied or made any offer (which remains
           open for acceptance) to enter into or vary the terms of
           any contract with any of the directors or senior
           executives of any member of the Wider Stentor Group;

    (ix)  taken or proposed any corporate action or had any legal
           proceedings instituted or threatened against it or
           petition presented for its winding-up (voluntarily or
           otherwise), dissolution, examination or reorganisation
           or for the appointment of a receiver, examiner,
           administrator, administrative receiver, trustee or
           similar officer of all or any of its assets and
           revenues or for any analogous proceedings or steps in
           any jurisdiction or for the appointment of any
           analogous person in any jurisdiction;

    (x)   been unable or admitted in writing that it is unable to
           pay its debts or having stopped or suspended (or
           threatened to stop or suspend) payment of its debts
           generally or ceased or threatened to cease carrying on
           all or a substantial part of its business;

    (xi)  waived or compromised any claim;

    (xii) made any alteration to its memorandum or articles of
           association;

    (xiii)implemented, effected, authorised, proposed or
           announced its intention to implement, effect, authorise
           or propose any reconstruction, amalgamation, scheme,
           commitment or other transaction or arrangement other
           than in the ordinary course of business;

    (xiv) terminated or varied the terms of any agreement or
           arrangement between any member of the Wider Stentor
           Group and any other person in a manner which would or
           might be expected to have a material adverse effect on
           the position or prospects of the Wider Stentor Group;

    (xv) 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 person employed by the Stentor Group which,
          taken as a whole, are adverse to and material in the
          context of the Stentor Group taken as a whole;

    (xvi) agreed to do or announced any intention with respect to
           any of the transactions, matters or events referred to
           in this condition (h);

(i) except as disclosed in Stentor's annual report and accounts
    for the year ended 31 March 2000 or as otherwise fully and
    fairly disclosed by or on behalf of Stentor to nevada tele.com
    prior to noon on 26 May 2000:

    (i)   there having been no material adverse change or
           deterioration in the business, assets, financial or
           trading position or profits, assets or prospects of any
           member of the Wider Stentor Group taken as a whole;

    (ii)  no litigation, arbitration proceedings, prosecution or
           other legal proceedings to which any member of the
           Wider Stentor Group is or may become a party (whether
           as plaintiff or defendant or otherwise) or any
           investigation (save as a result of the Offers) by any
           Third Party having been threatened, announced or
           instituted by or against or in respect of any member of
           the Wider Stentor Group or remaining outstanding
           against or in respect of any member of the Wider
           Stentor Group which, in any such case, is likely to
           have a material adverse effect on the Wider Stentor
           Group taken as a whole;

    (iii) no material contingent or other liability having arisen
           or become apparent or increased which would or could
           reasonably be expected adversely to affect the Wider
           Stentor Group taken as a whole;

    (iv)  there having been no enquiry or investigation (save as
           a result of the Offers) by, or complaint by, or
           reference to, any Third Party of a material nature to
           Stentor in respect of any member of the Wider Stentor
           Group and no such enquiry, investigation, complaint or
           reference having been threatened, announced,
           implemented, instituted or remaining outstanding which,
           in any such case, is material in the context of the
           Wider Stentor Group taken as a whole;

    (v)   no event having occurred which will or might reasonably
           be expected to result in any of the intellectual
           property rights of any member of the Wider Stentor
           Group being or becoming capable of being, terminated,
           adversely modified or affected or in any adverse action
           being taken or arising thereunder in a manner which is
           likely to have a material adverse effect on the Wider
           Stentor Group taken as a whole;

    (vi)  no claim being made, and no circumstance having arisen
           which might lead to a claim being made, under the
           insurance of any member of the Wider Stentor Group
           which would or might reasonably be expected to have an
           adverse effect on the Wider Stentor Group taken as a
           whole; and

    (vii) no matter or matters having arisen or been disclosed
           (whether or not connected) which individually does not
           or may not constitute an event of sufficient
           materiality to constitute a breach of any one condition
           (b) to (k), but which, when taken in aggregate are
           material in the context of the Wider Stentor Group
           taken as a whole;

(j) nevada tele.com not having discovered:

    (i)   that any financial or business or other information
           concerning the Wider Stentor Group or any member of the
           Wider Stentor Group disclosed at any time by or on
           behalf of any member of the Wider Stentor Group,
           whether to any member of the Wider nevada tele.com
           Group or publicly announced by any member of the Wider
           Stentor Group, is materially misleading or contains a
           material misrepresentation of fact or omits to state a
           fact necessary to make any information contained
           therein not materially misleading in any case which has
           not subsequently been disclosed to nevada tele.com
           prior to noon on 26 May 2000;

    (ii)  that save as fully and fairly disclosed to nevada
           tele.com prior to noon on 26 May 2000 any member of the
           Wider Stentor Group is subject to any material
           liability (contingent or otherwise) which ought to have
           been disclosed in Stentor's annual report and accounts
           for the financial year ended 31 March 2000 in
           accordance with generally accepted accounting practice
           in Ireland but was not so disclosed which is material
           in the context of the nevada tele.com Group taken as a
           whole;

    (iii) that any member of the Wider Stentor Group has not
           complied with all applicable legislation or regulations
           of any jurisdiction in respect of which non-compliance
           is material in the context of the Wider Stentor Group
           taken as a whole or is material in the context of the
           Offers; or

    (iv)  any information which materially and adversely affects
           the import of any information disclosed by or on behalf
           of any member of the Wider Stentor Group to or on
           behalf of any member of the Wider nevada tele.com
           Group; and

(k) nevada tele.com not having discovered:

    (i)   that save as disclosed in Stentor's annual report and
           accounts for the financial year ended 31 March 2000 or
           fully and fairly disclosed to nevada tele.com by or on
           behalf of Stentor prior to noon on 26 May 2000 any past
           or present member of the Wider Stentor Group has not
           complied with all applicable legislation or regulations
           of any relevant jurisdiction with regard to the
           disposal, discharge, spillage, leak or emission of any
           waste or hazardous substance or any substance likely to
           impair the environment or harm human health, or
           otherwise relating to environmental matters, or that
           there has otherwise been any such disposal, discharge,
           spillage, leak or emission (whether or not the same
           constituted a non-compliance by any person with any
           such legislation or regulations and wherever the same
           may have taken place) which, in any such case, would be
           likely to give rise to any liability (whether actual or
           contingent) on the part of any member of the Wider
           Stentor Group which would be material in the context of
           the Wider Stentor Group taken as a whole;

    (ii)  that save as disclosed in Stentor's annual report and
           accounts for the financial year ended 31 March 2000 or
           fully and fairly disclosed to nevada tele.com by or on
           behalf of Stentor prior to noon on 26 May 2000 there
           is, or is likely to be, any material liability, whether
           actual or contingent, to make good, repair, reinstate
           or clean up any property now or previously owned,
           occupied or made use of by any past or present member
           of the Wider Stentor Group or any controlled waters
           under any environmental legislation, regulation,
           notice, circular or order of any relevant authority or
           third party or otherwise which, in any such case, would
           be material in the context of the Wider Stentor Group
           taken as a whole; or

    (iii) that save as disclosed in Stentor's annual report and
           accounts for the financial year ended 31 March 2000 or
           fully and fairly disclosed to nevada tele.com by or on
           behalf of Stentor prior to noon on 26 May 2000
           circumstances exist whereby a person or class of
           persons would be likely to have any claim or claims in
           respect of any product or process of manufacture or
           materials used therein now or previously manufactured,
           sold or carried out by any past or present member of
           the Wider Stentor Group which, in any such case, would
           be material and adverse in the context of the Wider
           Stentor Group taken as a whole.

For the purpose of these conditions:

(a) "Third Party" means any government, government department or
    governmental quasi-governmental, supranational, statutory,
    regulatory or investigative body, authority (including any
    national anti-trust or merger control authorities), court,
    trade agency, association, institution or professional or
    environmental body or any other person or body whatsoever in
    any relevant jurisdiction;

(b) a Third Party shall be regarded as having "intervened" if it
    has threatened or decided to take, institute or implement any
    action, proceedings, suit, investigation, enquiry or reference
    or made, proposed or enacted any statute, regulation, decision
    or order or taken any measures or other steps or required any
    action to be taken or information to be provided or otherwise
    having done anything and "intervene" shall be construed
    accordingly;

(c) "Authorisations" means authorisations, orders, grants,
    recognitions, determinations, certificates, confirmations,
    consents, licences, clearances, provisions and approvals.

nevada tele.com reserves the right to waive all or any of the
above conditions, in whole or in part, except conditions 1 (a) and
(b) above.

Conditions 1 (b) to (k) (inclusive) must be satisfied or waived
(where possible) by midnight on or before the 21st day after the
later of the first closing date and the date on which condition 1
(a) becomes or is declared fulfilled (or in each case such later
date as nevada tele.com and Stentor may in their absolute
discretion decide), failing which the Offers will lapse. nevada
tele.com shall be under no obligation to waive (if so capable of
waiver) or treat as fulfilled any of conditions 1 (b) to (k)
(inclusive) by a date earlier than the latest date specified above
for the fulfillment thereof notwithstanding that the other
conditions of the Ordinary 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.

If the Offers lapse, the Offers will cease to be capable of
further acceptance and Stentor Shareholders accepting the Offers
and nevada tele.com shall upon the Offers lapsing cease to be
bound by acceptances delivered on or before the date on which the
Offers lapse.

Notwithstanding the above, nevada tele.com reserves the right to
declare the Ordinary Offer unconditional as to acceptances or
unconditional in all respects on a day which is not a closing
date.

2.   The Preferred Offer

The Preferred Offer will be conditional on the Ordinary Offer
having become or having been declared unconditional in all
respects. nevada tele.com reserves the right to waive in whole or
in part this condition.




Appendix II

Bases and Sources of Information

1. All quoted historical prices for Stentor Ordinary Shares have
been derived from Datastream.

2. The Enlarged Issued Ordinary Share Capital is calculated on the
basis of 14,107,990 Stentor Ordinary Shares, 1,062,209 Options,
being those Options which have an exercise price equal to or less
than 29.3 pence per share (where the relevant exercise price is in
Irish currency, it has, for these purposes, been converted into
Sterling at an exchange rate of #1 = IR#1.2622) and 8,731,636 1998
Warrants.

3. The value of the Offers is based on the Enlarged Issued
Ordinary Share Capital (as calculated above) and 7,821,943 Stentor
Preferred Ordinary Shares.

4. Financial information on the Stentor Group has been extracted
from the audited report and accounts of Stentor for the year ended
31 March 2000.

5. Financial information on Energis has been extracted from the
audited report and accounts for the year ended 31 March 1999, the
unaudited interim results for the six months ended 30 September
1999 and the preliminary announcement of the results for the year
ended 31 March 2000.

6. Financial information on Viridian has been extracted from the
preliminary announcement of the audited results for the year ended
31 March 2000.

7. The ranking of Viridian by turnover among Northern Irish
companies has been derived from a comparison of its turnover for
the year ended 31 March 1999 with equivalent figures extracted
from other major Northern Irish companies' latest accounts filed
at 31 July 1999 (table compiled by "BusinessEye" magazine).




Appendix III

Definitions

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

"Act"                        the Companies Act, 1963 (as amended
                             from time to time) of the Republic of
                             Ireland
                             
"AIM"                        Alternative Investment Market of the
                             London Stock Exchange
                             
"Articles"                   the articles of association of
                             Stentor
                             
"BuyandSell"                 Buy and Sell Net plc
                             
"Code" or "City Code"        The City Code on Takeovers and
                             Mergers for England and Wales
                             
"Companies Act 1990"         the Companies Act, 1990 (as amended
                             from time to time) of the Republic of
                             Ireland
                             
"CRBF"                       Co-operation Retirement Benefit Fund
                             (L) Limited
                             
"Dresdner Kleinwort Benson"  Kleinwort Benson Limited
                             
"Energis"                    Energis plc, the parent company of
                             Energis Holdings Limited
                             
"Energis Directors" or       the directors of Energis
"Energis Board"
                             
"Energis Holdings Limited"   a wholly owned subsidiary of Energis
                             and the holder of 50% of the total
                             issued share capital in nevada
                             tele.com
                             
"Enlarged Issued Ordinary    the enlarged issued ordinary share
Share Capital"               capital of Stentor following the
                             exercise of all of the 1998 Warrants
                             and those Options with exercise
                             prices less than 29.3 pence per share
                             and the resulting issue of Stentor
                             Ordinary Shares
                             
"F&C"                        Foreign and Colonial Special
                             Utilities Investment Trust plc
                             
"Forms of Acceptance"        the White Form of Acceptance and
                             Green Form of Acceptance relating to
                             the Offers which will accompany the
                             Offer Document and "Form of
                             Acceptance" means any one or both of
                             them as the context requires
                             
"Green Form of Acceptance"   the green form of acceptance relating
                             to the Preferred Offer
                             
"Independent Stentor         the directors of Stentor other than
Directors" or "Independent   Charles Jillings
Board"
                             
"Ireland"                    the Republic of Ireland and Northern
                             Ireland
                             
"Irish Stock Exchange"       The Irish Stock Exchange Limited
                             
"Irish Takeover Rules"       The Irish Takeover Panel Act, 1997
                             (Takeover) Rules, 1997
                             
"ISP"                        Internet service provider
                             
"John East & Partners"       John East & Partners Limited
                             
"London Stock Exchange"      London Stock Exchange Limited
                             
"nevada tele.com" or the     nevada tele.com Limited
"Offeror"
                             
"nevada tele.com Directors"  the directors of nevada tele.com
or "nevada tele.com Board"
                             
"nevada tele.com Group"      nevada tele.com and its subsidiary
                             undertakings (if any) from time to
                             time and any company, joint venture,
                             partnership or firm in which nevada
                             tele.com has a direct or indirect
                             interest in 20 per cent. or more of
                             the voting share capital
                             
"nevada tele.com             Energis Holdings Limited and Viridian
Shareholders"                Capital Limited
                             
"Offer Period"               in relation to the Offers, the period
                             commencing on 28 March 2000 and
                             ending on the latest of (a) 3.00p.m.
                             (London time) on the first closing
                             date of the Offers; (b) the date and
                             time when the Offers lapse and (c)
                             the date and time when the Offers
                             become or are declared unconditional
                             as to acceptances
                             
"Offers"                     the Ordinary Offer and the Preferred
                             Offer and "Offer" means either of
                             them, as the context requires
                             
"Offer Document"             the formal Offer Document, setting
                             out details of the Offers
                             
"Optionholders"              holders of the Options
                             
"Options"                    the 1996 Options and the 1998 Options
                             
"1996 Option Agreements"     the four share agreements dated 22
                             April 1996 entered into by Stentor
                             with various individuals relating to
                             the granting of the 1996 Options
                             
"1996 Options"               options granted pursuant to 1996
                             Option Agreements
                             
"1998 Options"               options granted pursuant to the terms
                             of the Stentor Share Option Scheme
                             
"Ordinary Offer"             the recommended offer to be made by
                             Dresdner Kleinwort Benson on behalf
                             of nevada tele.com to acquire all of
                             the Stentor Ordinary Shares on the
                             terms and subject to the conditions
                             set out in the Offer Document and in
                             the White Form of Acceptance and,
                             where the context so requires, any
                             subsequent revision, variation,
                             extension or renewal of such Offer
                             
"Post Conversion Issued      the issued ordinary share capital of
Ordinary Share Capital"      Stentor, assuming the exercise by all
                             Optionholders and Warrantholders of
                             their rights to subscribe for Stentor
                             Ordinary Shares (notwithstanding an
                             exercise price in excess of 29.3
                             pence per share), with the exception
                             of those Optionholders and
                             Warrantholders who have given
                             irrevocable undertakings to nevada
                             tele.com, and assuming the conversion
                             by CRBF and (to the extent necessary)
                             by F&C of 3,748,885 of their Stentor
                             Preferred Ordinary Shares into
                             48,735,505 Stentor Ordinary Shares
                             
"Preferred Offer"            the recommended offer to be made by
                             Dresdner Kleinwort Benson on behalf
                             of nevada tele.com to acquire all of
                             the Stentor Preferred Ordinary
                             Shares, on the terms and subject to
                             the conditions set out in the Offer
                             Document and in the Green Form of
                             Acceptance and, where the context so
                             requires, any subsequent revision,
                             variation, extension or renewal of
                             such Offer
                             
"SCL"                        Stentor Communications Limited, a
                             wholly owned subsidiary of Stentor,
                             registered in the Republic of Ireland
                             under company number 232729
                             
"Shareholder Loans"          loans made to Stentor by CRBF and F&C
                             
"Stentor" or "Offeree"       Stentor plc
                             
"Stentor Directors" or       the directors of Stentor
"Stentor Board" or "Board"
                             
"Stentor Group" or "Group"   Stentor and its subsidiary
                             undertakings
                             
"Stentor Ordinary Shares"    the ordinary shares of IR5p each in
                             the capital of Stentor
                             unconditionally allotted or issued on
                             or before the date on which the
                             Ordinary Offer is made and any
                             further such shares which are
                             unconditionally allotted or issued
                             after that date but before the time
                             at which the Ordinary Offer closes
                             for acceptance, or such earlier time
                             as nevada tele.com may decide (not
                             being earlier than the date on which
                             the Ordinary Offer becomes
                             unconditional as to acceptances or,
                             if later, the first closing date of
                             the Ordinary Offer) including any
                             such shares which are unconditionally
                             allotted or issued on the exercise of
                             any existing Warrants, on the
                             conversion of any Stentor Preferred
                             Ordinary Shares or on the exercise of
                             any Options
                             
"Stentor Preferred Ordinary  the convertible preferred ordinary
Shares"                      shares of IR#1 each in the capital of
                             Stentor unconditionally allotted or
                             issued on or before the date on which
                             the Preferred Offer is made and any
                             further such shares which are
                             unconditionally allotted or issued
                             after that date but before the time
                             at which the Preferred Offer closes
                             for acceptances, or such earlier time
                             as nevada tele.com may decide (not
                             being earlier than the date on which
                             the Ordinary Offer becomes
                             unconditional as to acceptances or,
                             if later, the first closing date of
                             the Preferred Offer)
                             
"Stentor Share Option        the Stentor Employee Share Option
Scheme"                      Scheme
                             
"Stentor Shares"             the Stentor Ordinary Shares and the
                             Stentor Preferred Ordinary Shares
                             
"Stentor Shareholders"       holders of Stentor Shares
                             
"UK" or "United Kingdom"     the United Kingdom of Great Britain
                             and Northern Ireland
                             
"USA", "US" or "United       the United States of America, its
States"                      territories and possessions, the
                             District of Columbia, and all other
                             areas subject to its jurisdiction
                             
"Viridian"                   Viridian Group PLC, the parent
                             company of Viridian Capital Limited
                             
"Viridian Capital Limited"   a wholly owned subsidiary of Viridian
                             and the holder of 50% of the total
                             issued share capital in nevada
                             tele.com
                             
"Viridian Directors" or      the directors of Viridian
"Viridian Board"
                             
"Warrantholders"             the holders of the Warrants
                             
"Warrants"                   all of the 1996 Warrants, the 1997
                             Warrants and the 1998 Warrants
                             
"1996 Warrants"              all those Warrants constituted by a
                             warrant instrument dated 22 April
                             1996 and issued by Stentor giving
                             holders the right to subscribe in
                             cash for Stentor Ordinary Shares
                             
"1997 Warrants"              all those Warrants constituted by a
                             warrant instrument dated 8 August
                             1997 and issued by Stentor, giving
                             holders the right to subscribe in
                             cash for Stentor Ordinary Shares
                             
"1998 Warrants"              all those Warrants constituted by a
                             warrant instrument dated 17  December
                             1998 and issued by Stentor to CRBF
                             and F&C, giving them the right to
                             subscribe in cash for Stentor
                             Ordinary Shares
                             
"White Form of Acceptance"   the white form of acceptance relating
                             to the Ordinary Offer
                             
"Wider nevada tele.com       nevada tele.com, the nevada tele.com
Group"                       Shareholders, Energis, Viridian,
                             their respective subsidiaries and any
                             company, joint venture, partnership
                             or firm in which nevada tele.com has
                             a direct or indirect interest in 20
                             per cent. or more of the voting share
                             capital
                             
"Wider Stentor Group"        Stentor, its subsidiaries and any
                             company, joint venture, partnership
                             or firm in which any member of the
                             Stentor Group has a direct or
                             indirect interest in 20  per cent. or
                             more of the voting share capital.

For the purposes of this announcement and insofar as they relate
to the Stentor Group or the Wider Stentor Group, "subsidiary" and
"subsidiary undertaking" have the respective meanings given by the
Act and by the European Communities (Companies: Group Accounts)
Regulations 1992 of the Republic of Ireland.

For the purposes of this announcement and insofar as they relate
to the nevada tele.com Group or the Wider nevada tele.com Group,
"subsidiary" and "subsidiary undertaking" have the respective
meanings given by the Companies Act 1985 of the United Kingdom and
the Northern Ireland Companies Order 1996, other than paragraph
20(1)(b) of Schedule 4A to the Companies Act 1985 which should be
disregarded for these purposes.

In this announcement references to "pounds sterling", "#",
"pence", "penny" or "p" are to the lawful currency of the United
Kingdom and references to "IR#" or "IRp" are to the lawful
currency of the Republic of Ireland.

END


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