Offer by Keyman Personnel

RNS Number:2443H
MSB International PLC
04 August 2006


                        
                         Offer for MSB International PLC


Not for release, publication or distribution, into any jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction.

The MSB Directors accept responsibility for the information contained in this
document other than the information relating to Keyman, the Keyman Group, the
Keyman directors, their immediate families and related trusts and companies.  To
the best of the knowledge and belief of the MSB Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this document for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of that information.

The directors of Keyman accept responsibility for the information contained in
this document relating to Keyman, the Keyman Group, the directors of Keyman,
their immediate families and related trusts and companies.  To the best of the
knowledge and belief of the directors of Keyman (who have taken all reasonable
care to ensure that such is the case), the information contained in this
document for which they are responsible is in accordance with the facts and does
not omit anything likely to affect the import of that information.


4 August 2006



   Recommended proposals for the acquisition of MSB International PLC ("MSB")

                                       by

                      Keyman Personnel Limited ("Keyman")


Summary

*The directors of Keyman and MSB announce that they have reached agreement on
the terms of recommended proposals for the acquisition by Keyman of the entire*
issued share capital of MSB not already owned by Peter Flaherty and his family
trusts (who control approximately 14.7 per cent. of the issued share capital).
It is intended that the Acquisition will be implemented by way of a court
sanctioned scheme of arrangement under section 425 of the Companies Act.

*Keyman is a dormant company controlled by Peter Flaherty (who with his family
trusts controls 3,015,153 MSB Shares representing approximately 14.7 per cent.
of the issued share capital of MSB).

*Under the Proposals, each Shareholder will receive 65 pence in cash for each
Scheme Share held at the Scheme Record Time and will forgo all rights to any
future declared or undeclared dividends of MSB after the Scheme Record Time.
The Acquisition Price represents:


    - a premium of 67 per cent. to MSB's share price of 39 pence at the close of
      business on 30 March 2006, being the last Business Day prior to the 
      commencement of the Offer Period;
    

    - a premium of 36.3 per cent. to MSB's average share price of 47.7 pence for the
      six months ended on 3 August 2006, being the last Business Day prior to this
      announcement; and


    - a premium of 16.1 per cent. to MSB's share price of 56.0 pence at the close of
      business on 3 August 2006, the last Business Day prior to the date of this
      announcement.


*The Proposals value MSB's existing issued share capital at approximately
#13.3 million.

*MSB and Keyman have received letters of intent from Third Advance Value
Realisation Company Limited, Hargreave Hale, Henderson Global Investors and from
the Trustee of the MSB Employee Benefit Trust indicating that it is their
current intention to vote in favour of the resolutions to be proposed at the
Court Meeting and the EGM in respect of 7,519,108 MSB Shares representing
approximately 36.7 per cent. of the existing issued ordinary share capital of
MSB.

*The MSB Directors, who have been so advised by Collins Stewart consider the
terms of the Proposals to be fair and reasonable. In providing its advice,
Collins Stewart has taken into account the commercial assessments of the MSB
Directors. Accordingly, the MSB Directors intend unanimously to recommend to
Shareholders that they should vote in favour of the resolutions at the Court
Meeting and EGM as the Non-executive directors have indicated in letters of
intent that they intend to do in respect of their holdings of 148,551 MSB Shares
(representing approximately 0.7 per cent. of the existing issued share capital
of MSB). The executive directors, Andrew Zielinski and Ian Ketchin, have agreed
to abstain from voting on the resolutions at the Court Meeting and the EGM due
to their personal interests in the outcome thereof by reason of an entitlement
to receive bonuses of #100,000 and #50,000 respectively in the event of a third
party acquiring more than 50 per cent. of the issued share capital of MSB.

*The Proposals will be put to Scheme Shareholders at the Court Meeting and the
EGM, which are both expected to be held on 13 September 2006. In order to become
effective, the Scheme must be approved at the Court Meeting by a majority in
number of the Scheme Shareholders present and voting (and entitled to vote)
either in person or by proxy, and representing not less than three-fourths in
value of all Scheme Shares that are voted at the Court Meeting (or at any
adjournment thereof). In addition, the EGM Resolution must be passed by Scheme
Shareholders representing not less than three-fourths of the votes cast at the
EGM. Implementation of the Scheme will also require the sanction of the Court.

*It is expected that the Scheme Document will be posted by 16 August 2006 and
that the Scheme will become effective on 9 October 2006, subject to satisfaction
or, where appropriate, waiver of the conditions set out in Appendix 1 of this
announcement.

*MSB's principal activities are the provision of recruiting, staffing and
related services. MSB is a provider of integrated recruitment services,
supplying skilled professionals in the engineering, finance, human resources,
sales and marketing, secretarial, supply chain and technology sectors.

*Collins Stewart is acting as financial adviser and broker to MSB. Arden
Partners is acting as financial adviser and broker to Keyman.

This summary should be read in conjunction with the attached announcement and
the Appendices. Appendix 1 sets out the Conditions and principal further terms
of the Proposals. Appendix 2 contains source notes relating to certain
information contained in this announcement. Certain terms used in this
announcement are defined in Appendix 4 to this announcement.



Expected Timetable of Principal Events

Event                                                                Time and/or date
Claim form for leave to convene Court Meetings issued                     4 August 06
Hearing of claim form for leave to convene Court Meetings                11 August 06
Scheme Documents posted to MSB Shareholders                              16 August 06

Latest time for lodging Forms of Proxy for:
- Court Meeting                                              10:00am, 11 September 06
- EGM                                                        10:15am, 11 September 06(1)

Court Meeting                                                10:00am, 13 September 06
EGM                                                          10:15am, 13 September 06(1)
Hearing of application notice to fix date for First Court             26 September 06(2)
Hearing                                                                    
First Court Hearing (to sanction Scheme)                                 5 October 06
Scheme Record Time                                               6:00pm, 5 October 06
Second Court Hearing (to confirm the Capital Reduction)                  6 October 06
Dealings in MSB Shares suspended                                         6 October 06
Effective Date of the Scheme                                             9 October 06
Latest date for dispatch of cheques                       14 days from Effective Date

Notes:
(1) To convene at 10:15am or, if later, following the conclusion or adjournment
of the Court Meeting
(2) All subsequent dates are subject to confirmation by the Court


Enquiries:

MSB                                                        [phone]
Paul Davies - Chairman
Ian Ketchin

Collins Stewart                                            [phone]
(Financial adviser and broker to MSB)
Chris Wells

Merlin                                                     [phone]
(PR adviser to MSB)
Vanessa Maydon                                             [phone]
Angus Urquhart                                             [phone]

Keyman                                                     [phone]
Peter Flaherty
Bryan Lloyd

Arden Partners                                             [phone]
(Financial adviser to Keyman)
Christopher Hardie


This announcement is not intended to and does not constitute an offer or
invitation to purchase any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise. The
Proposals will be made solely through the Scheme Document, which will contain
the full terms and conditions of the Proposals, including details of how to vote
in respect of the Proposals. Any acceptance or other response to the Proposals
should be made only on the basis of the information in the Scheme Document.

Collins Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for MSB and no-one else in connection
with the Proposals and will not be responsible to anyone other than MSB for
providing the protections afforded to clients of Collins Stewart nor for
providing advice in relation to the Proposals.

Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Keyman and no-one else in connection
with the Proposals and will not be responsible to anyone other than Keyman for
providing the protections afforded to clients of Arden Partners nor for
providing advice in relation to the Proposals.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law 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 UK.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of MSB, all "dealings" in any "relevant securities" of MSB
(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
3.30pm (London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the Effective Date or
until the date on which the Scheme 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 MSB, 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 City Code, all "dealings" in "relevant
securities" of MSB by Keyman or MSB, 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 City 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.



4 August 2006


   Recommended proposals for the acquisition of MSB International PLC ("MSB")

                                       by

                      Keyman Personnel Limited ("Keyman")


1. Introduction

The boards of directors of Keyman and MSB announce that they have reached
agreement on the terms of recommended Proposals for the acquisition by Keyman of
the entire issued share capital of MSB not already owned by Peter Flaherty and
his family trusts (who control approximately 14.7 per cent. of the issued share
capital of MSB).

Keyman is a dormant company controlled by Peter Flaherty (who with his family
trusts controls 3,015,153 MSB Shares representing approximately 14.7 per cent.
of the issued share capital of MSB) which is the vehicle making the Proposals.


2. Summary of the Proposals

It is intended that the Acquisition will be implemented by way of a court
sanctioned scheme of arrangement under section 425 of the Companies Act.  The
Scheme will be subject to the conditions and further terms set out below in
Appendix 1 to this announcement and to be set out in the Scheme Document.


Under the Scheme, Scheme Shareholders on the register of members of MSB at the
Scheme Record Time will receive:


for each Scheme Share - 65 pence in cash


The Acquisition Price represents:

*a premium of 67 per cent. to MSB's share price of 39 pence at the
close of business on 30 March 2006, being the last Business Day prior to the
commencement of the Offer Period;

*a premium of 36.3 per cent. to MSB's average share price of 47.7
pence for the six months ended on 3 August 2006, being the last Business Day
prior to this announcement; and

*a premium of 16.1 per cent. to MSB's share price of 56.0 pence at
the close of business on 3 August 2006, the last Business Day prior to the date
of this announcement.


The terms of the Proposals value MSB's existing issued share capital at
approximately #13.3 million.


3. Background to and reasons for recommending the Proposals


At the beginning of 2003, the MSB Board instigated a well-defined strategy to
reverse several years of decline. The core of this strategy was to reposition
MSB from its traditional focus of being predominantly a provider of temporary IT
contractors, to an integrated recruitment service provider capable of responding
to the substantial changes in buyer patterns experienced in the industry over
recent years.

There were several elements to this strategy. First, changes to improve back
office efficiency combined with an aggressive sales initiative resulted in MSB
being returned to positive earnings and strong revenue growth within the first
year. Secondly, a diversification programme was commenced to reduce the reliance
upon the technology sector. These changes, together with a measured investment
programme in start-up businesses and small acquisitions, resulted in MSB's
current position as a recognised recruitment provider in the technology;
finance; sales & marketing; human resource; engineering; secretarial and supply
chain management sectors.

The strategy also encompassed a focus on building long-term client relationships
and MSB now has a number of long-term contracts with major corporations.

Whilst these actions have created a business with good revenue and margin
performance, the trading environment in which MSB operates continued to be
difficult as evidenced towards the end of last year when MSB announced a
restructuring programme following poor last quarter profits. The successful
implementation of this restructuring programme has returned MSB to its recovery
path.

Embedded in MSB's strategy has been a recognition that the markets in which it
operates are over populated and that a process of consolidation needs to occur.
With this in mind, the MSB Board has regularly had exploratory discussions with
a number of organisations seeking ways of improving shareholder value.

Whilst the MSB Board believes that MSB is positioned to achieve revenue and
earnings growth as a stand-alone smaller quoted company, it is also aware of the
unpredictability of share price performance in MSB's sector with declining
trends over recent years. This understandably continues to create uncertainty
for MSB Shareholders.

Earlier this year Keyman approached the MSB Board with a proposal which the MSB
Board considered fairly reflected both the progress made by MSB and the Group's
growth prospects in the short to medium term following the recent restructuring
programme. The MSB Board also believe that Peter Flaherty's other businesses
will create an opportunity for cross-trading and that his management team's
knowledge of MSB will provide continued career opportunities for our staff and
maintained relationships with our clients. Your Board believes the Proposals are
in the best interests of MSB and its Shareholders as a whole.


4. Recommendation

The MSB Directors, who have been so advised by Collins Stewart, consider the
terms of the Proposals to be fair and reasonable and in the best interests of
MSB and its shareholders as a whole. In providing its advice to the MSB
Directors, Collins Stewart has taken into account the commercial assessments of
the MSB Directors.

Accordingly, the MSB Directors intend unanimously to recommend to Shareholders
that they should vote in favour of the resolutions at the Court Meeting and EGM
as the Non-executive directors have indicated that they intend to do in respect
of their holdings of 148,551 MSB Shares (representing approximately 0.7 per
cent. of the existing issued share capital of MSB). The executive directors,
Andrew Zielinski and Ian Ketchin, have agreed to abstain from voting on the
resolution(s) at the Court Meeting and the EGM due to their personal interest in
the outcome thereof by reason of an entitlement to receive bonuses of #100,000
and #50,000 respectively in the event of a third party acquiring more than 50
per cent. of the issued share capital of MSB.


5. Letters of Intent

MSB has received letters of intent from Third Advance Value Realisation Company
Limited, Hargreave Hale, Henderson Global Investors and from the Trustee of the
MSB Employee Benefit Trust indicating that it is their current intention to vote
in favour of the resolutions at the Court Meeting and EGM in respect of their
aggregate holdings of 7,519,108 MSB Shares, representing approximately 36.7 per
cent. of the existing issued ordinary share capital of MSB. Further details are
set out in Appendix 3.


6. Financing the Offer

The cash consideration payable under the Proposals will be funded using debt
funding in respect of the 17,486,826 Scheme Shares (representing 85.3 per cent.
of the issued share capital of MSB) not owned by Peter Flaherty and his family
trusts. Full implementation of the Proposals would result in consideration of
approximately #11.4 million being payable to Scheme Shareholders.

The consideration will be funded by means of a bridging facility to be provided
by Landsbanki Commercial Finance which is a division of Landsbanki Islands hf
with offices in London, Manchester and Birmingham. Landsbanki Islands hf is
authorised by Fjarmalaeftirlitid and regulated by the Financial Services
Authority for the conduct of UK business and is a limited liability company
incorporated in Iceland. Arrangements have also been made with Landsbanki
Commercial Finance for the future funding of MSB and its operations.

Arden Partners is satisfied that sufficient financial resources are available to
satisfy in full the cash consideration payable to Scheme Shareholders under the
Scheme.


7. Information on Keyman

Keyman is a private company incorporated in England and limited by shares and is
100 per cent. owned by Keybar Limited, a private limited company incorporated in
England and limited by shares and which is owned by Peter Flaherty and his wife
in equal shares. It was formed in 2003 and is the vehicle for making the
Acquisition. The current directors of Keyman are Peter Flaherty and Brian Lloyd.
Peter Flaherty was a director of MSB from February 1991 to end March 2001 and
he, together with Bryan Lloyd, will be responsible for the ongoing management of
MSB if the Scheme becomes effective. Further details in relation to Keyman will
be contained in the Scheme Document.


8. Information relating to MSB

MSB is a provider of integrated recruitment services, supplying skilled
professionals in the engineering, finance, human resources, sales and marketing,
secretarial, supply chain and technology sectors. With over 21 years recruitment
sector experience, MSB works in partnership across a range of businesses from
FTSE companies to government organisations. MSB provides a flexible portfolio of
recruitment solutions through permanent, contract and temporary assignments,
search and selection, managed services, and a range of integrated, value-added
offerings. Headquartered in Bromley, Kent, MSB also has offices in Central
London, Frankfurt, Glasgow, Manchester, New Malden and Windsor. In the financial
year ended 31 January 2006 MSB generated turnover of #95.7 million and operating
profits (before exceptional items) of #0.4 million. As at 31 January 2006, MSB's
net assets amounted to #13.0 million.


9. Management and employees

Keyman attaches great importance to the skills and experience of the management
team and employees of the MSB Group. Keyman has given assurances to the MSB
Directors that the existing employment rights of the employees of MSB will be
fully safeguarded upon the completion of the Proposals and MSB's pension
obligations will be complied with.

The Non-executive directors of MSB intend to retire from the Board once the
Scheme becomes effective. Keyman's intention is not to require them to work
their notice periods but to pay them in lieu thereof.

Andrew Zielinski, Chief Executive of the Company, will be leaving MSB once the
Scheme becomes effective. Keyman has given an undertaking that Andrew's
contract, including a #100,000 completion bonus, will be honoured at that time.
In addition Ian Ketchin, the Finance Director of the Company, has agreed to stay
on to assist in a brief handover period under a separate consultancy agreement.
Keyman has given an undertaking that Ian's contract, including a #50,000
completion bonus, will be honoured once the Scheme becomes effective.


10. MSB Share Schemes

No proposals will be made to holders of options under the MSB Share Schemes.
This is because the lowest exercise price for such options is 72p. The
Acquisition Price of 65p per Scheme Share payable under the Proposals is
therefore considerably lower than the exercise price.


11. Implementation Agreement

MSB and Keyman have entered into an Implementation Agreement, which contains
certain assurances in relation to the implementation of the Scheme and the
conduct of the business of MSB prior to the effective date or lapse of the
Proposals. Further information regarding this agreement will be set out in the
Scheme Document. The Implementation Agreement also includes the following
provisions:


Conduct of Business Undertakings

MSB has undertaken to conduct its business in the ordinary course and not to
enter into certain material contracts outside the normal course of business.


Termination

The Implementation Agreement may be terminated in the following circumstances:

(a)     by notice in writing from Keyman to the Company following a material
        breach of any of the obligations of the Company under the Implementation
        Agreement;

(b)     by notice in writing from the Company to Keyman following a material
        breach of any of the obligations of Keyman under the Implementation 
        Agreement or upon the insolvency of Keyman;

(c)     if a Third Party Transaction as defined in the Implementation agreement
        becomes or is declared wholly unconditional or is completed;

(d)     if the Scheme is not sanctioned by the MSB Shareholders in the Company
        at the Court Meeting or the EGM Resolutions are not approved at the
        Extraordinary General Meeting;

(e)     if the order of the Court sanctioning the Scheme or the Reduction of
        Capital Order is not granted or (save as the parties may otherwise agree in
        writing) the Effective Date has not occurred on or before the date which is 3
        months from the date of the Implementation Agreement;

(f)     if Keyman elects to implement the Acquisition by way of a takeover offer
        under the Code, once announced under Rule 2.5 of the Code, that takeover offer
        lapses in accordance with its terms or is withdrawn or not made;

(g)     by notice in writing from one party to the other, if the Directors
        decide not to proceed with the Scheme at any time prior to the grant of the
        Scheme Order; and

(h)     if the Directors withdraw their recommendation of the Acquisition having
        determined (acting in good faith and having taken legal and financial advise to
        that effect) that such recommendation should be withdrawn in order to comply
        with their fiduciary duties as directors of the Company,provided that no party
        shall be entitled to terminate the Implementation Agreement if the parties
         (or Keyman alone) are required by the Code or the Panel to proceed with the Acquisition.

12. Non-solicitation arrangements

MSB has undertaken in a letter dated 10 July 2006 (a) subject to limited
exceptions, not to solicit, encourage, initiate or otherwise seek to procure the
submission of proposals, indications of interest or offers of any kind which are
reasonably likely to lead to a competing offer from any person other than Keyman
or (b) to enter into or participate in any discussions or negotiations (other
than responding to unsolicited enquiries) with any such person in relation to a
competing offer or which are reasonably likely to lead to a competing offer or
to provide any due diligence information on MSB and the MSB Group to any third
party in connection with a possible competing offer, save to the extent that the
MSB Directors consider that they would be in breach of their fiduciary duties
not to do so or as required under Rule 20.2 of the City Code or as required by
any regulatory authority.

MSB has also agreed to inform Keyman as soon as reasonably practicable if it is
informed of any proposal that is reasonably likely to lead to a competing offer
or if it enters into any discussions in relation to the same or provides
information to a third party in connection with any proposal that is reasonably
likely to lead to a competing offer.


13. Disclosure of interests in MSB

Except for the 3,015,153 MSB Shares held by Peter Flaherty and his family trusts
(which are presumed to be acting in concert, within the meaning of the City
Code, with Keyman) as at the date of this announcement neither Keyman, nor any
of the directors of Keyman, nor, so far as Keyman is aware, any person acting in
concert with Keyman has any interest in or right to subscribe for any relevant
MSB securities.


14. Structure of the Proposals

It is intended that the Proposals will be effected by means of a court
sanctioned scheme of arrangement between MSB and the Scheme Shareholders under
section 425 of the Companies Act.

The Acquisition by Keyman of the whole of the issued and to be issued share
capital of MSB not already owned by Peter Flaherty and his family trusts, is to
be achieved by the cancellation of the Cancellation Shares held by Cancellation
Shareholders and the application of the reserve arising from such cancellation
in paying up in full a number of New Shares (which is equal to the number of
Scheme Shares cancelled) and issuing the same to Keyman and/or its nominees, in
consideration for which Cancellation Shareholders will receive consideration on
the basis set out in paragraphs 1 and 2 of this announcement.

The Scheme is subject to the Conditions and certain further terms referred to in
Appendix 1 to this announcement. In particular, the Scheme requires the approval
of Scheme Shareholders by the passing of a resolution at the Court Meeting
expected to be held on 13 September 2006. The resolution must be approved by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote), either in person or by proxy, representing not less than three-fourths
in value of the Scheme Shares held by such Scheme Shareholders.

Peter Flaherty and his family trusts (due to their control of Keyman in respect
of 3,015,153 MSB Shares) and Andrew Zielinski and Ian Ketchin (due to their
contractual arrangements on a change of control outlined above in respect of
37,500 MSB Shares) will not vote on the resolutions to be proposed at the Court
Meeting and the EGM.

Implementation of the Scheme, which is expected, subject to the approval of the
Court, to occur by 9 October 2006 unless Keyman and MSB agree to a later date,
will also require the passing of the Special Resolution, requiring the approval
of a majority in number of the Shareholders representing at least three-fourths
of the votes cast at the EGM, which will be held immediately after the Court
Meeting.

The Special Resolution includes provisions not only to effect the capital
reduction required to implement the Scheme, but also to amend the Articles of
Association of the Company to require that any person who might exercise an
option to acquire shares in MSB shall be required to sell the shares received to
Keyman at 65p.

Following the Meetings, the Scheme must be sanctioned and the Capital Reduction
confirmed by the Court.  The Capital Reduction will only become effective on
delivery to and registration by the Registrar of Companies of:

(a) a copy of the order of the Court sanctioning the Scheme; and

(b) a copy of the Reduction of Capital Order.

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

Further details of the Scheme will be contained in the Scheme Document which it
is expected will be posted to Shareholders by 16 August 2006. It is anticipated
that the Scheme will become effective 9 October 2006, subject to satisfaction of
the conditions set out in Appendix 1 to this announcement. Further details on
the timetable for the implementation of the Scheme will be set out in the Scheme
Document.


15. Inducement fee and break fee arrangements

On 10 July 2006 MSB entered into an agreement with Keyman pursuant to which it
has agreed to pay Keyman the sum of #125,000 (inclusive of any VAT),
representing an amount of approximately 1 per cent. of the aggregate value of
the issued share capital of MSB at the offer price under the Proposals if, a)
the board of MSB recommends a successful competing offer or b) withdraws or
adversely modifies its recommendation of the Proposals at any time prior to the
Proposals becoming effective or c) MSB notifies Keyman that it does not want to
proceed any further with, or recommend the Proposals or d) Keyman becomes aware
of information in relation to MSB which in Keyman's reasonable opinion is likely
to have a material adverse effect on MSB and Keyman notifies the Company that it
does not intend to proceed with the Proposals.

In the event that Keyman withdraws or, inter alia, the requisite majority of MSB
Shareholders fails to approve or accept the Proposal then Keyman and Peter
Flaherty have jointly and severally agreed to pay to MSB all of MSB's costs
incurred solely in connection with the preparation of and application for the
Scheme, subject to a maximum of #75,000 (inclusive of any VAT).


16. Delisting and re-registration

Prior to the Scheme becoming effective, applications will be made to the UK
Listing Authority for the listing of the MSB Shares to be cancelled and to the
London Stock Exchange for the MSB Shares to cease to be admitted to trading on
the London Stock Exchange's market for listed securities. It is expected that
such cancellation and cessation will take place on the second Business Day
following the Effective Date.

On the Effective Date, share certificates in respect of the MSB Shares will
cease to be valid and should be destroyed. In addition, entitlement to MSB
Shares held within the CREST system will be cancelled on the Effective Date. As
soon as possible after the Effective Date, it is intended that MSB be
re-registered as a private limited company.


17. General

Keyman reserves the right to elect to implement the acquisition of the MSB
Shares by way of a  recommended cash takeover offer (as such term is defined in
paragraph 1 of Schedule 2 to the Takeovers Directive (Interim Implementation)
Regulations 2006). In such event, the takeover offer will be implemented on the
same terms (subject to appropriate amendments), so far as applicable, as those
which would apply to the Proposals.

The Proposals will be subject to the Conditions and certain further terms set
out in paragraphs 1, 2 and 3 of Appendix 1 and the further terms and conditions
set out in the Scheme Document when issued.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2.

Certain terms used in this announcement are defined in Appendix 4.


Enquiries:

MSB                                                       [phone]
Paul Davies - Chairman
Ian Ketchin

Collins Stewart                                           [phone]
(Financial adviser and broker to MSB)
Chris Wells

Merlin                                                    [phone]
(PR adviser to MSB)
Vanessa Maydon                                            [phone]
Angus Urquhart                                            [phone]

Keyman                                                    [phone]
Peter Flaherty
Bryan Lloyd

Arden Partners                                            [phone]
(Financial adviser to Keyman)
Christopher Hardie


This announcement is not intended to and does not constitute an offer or
invitation to purchase any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise. The
Proposals will be made solely through the Scheme Document, which will contain
the full terms and conditions of the Proposals, including details of how to vote
in respect of the Proposals. Any acceptance or other response to the Proposals
should be made only on the basis of the information in the Scheme Document.


Collins Stewart which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for MSB and no-one else in connection
with the Proposals and will not be responsible to anyone other than MSB for
providing the protections afforded to clients of Collins Stewart nor for
providing advice in relation to the Proposals, the contents of this announcement
or any matter or arrangement referred to herein.


Arden Partners is acting for Keyman and no-one else in connection with the
Proposals and will not be responsible to anyone other than Keyman for providing
the protections afforded to clients of Arden Partners nor for providing advice
in relation to the Proposals, the contents of this announcement or any matter or
arrangement referred to herein.


The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law 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 UK.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of MSB, all "dealings" in any "relevant securities" of MSB
, (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 MSB, 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 City Code, all "dealings" in "relevant
securities" of MSB by Keyman or MSB, 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 City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.


                                  Appendix 1.


             CONDITIONS AND CERTAIN FURTHER TERMS OF THE PROPOSALS


1. The Proposals will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the approval of the Court, by 9 October 2006 or
such later date (if any) as Keyman and MSB may, with the consent of the Panel,
agree and (if required) the Court may approve. The Scheme will be conditional
upon:

(a) approval of the Scheme by a majority in number, representing at least
three-fourths in value, of Scheme Shareholders present and voting, either in
person or by proxy, at the Court Meeting or at any adjournment of that meeting;

(b) the resolution(s) in connection with or required to approve and implement
the Scheme being duly passed by the requisite majority at the EGM or at any
adjournment of that meeting; and

(c) the sanction of the Scheme and the confirmation of any reduction of capital
involved therein by the Court (in either case, with or without modifications on
terms acceptable to Keyman and MSB) and the delivery of an office copy of the
Court Orders and the minute of reduction attached to the Reduction Court Order
to the Registrar of Companies in England and Wales and the registration, in
relation to the reduction of capital, of such Court Order by him.

2. In addition, MSB and Keyman have agreed that the Scheme will be conditional
upon the following matters and, accordingly unless the Panel otherwise requires,
the necessary actions to make the Proposals effective will not be taken unless
such conditions (as amended if appropriate) have been satisfied or waived:

(a) no Third Party having intervened (as defined below) 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 an extent which is material
to the Wider MSB Group taken as a whole, to:

(i) make the Proposals, their implementation or the acquisition or proposed
acquisition by Keyman of any shares or other securities in, or control or
management of, MSB or any member of the Wider MSB Group void, illegal or
unenforceable in any jurisdiction, or otherwise directly or indirectly restrain,
prevent, prohibit, restrict or delay the same or impose additional conditions or
obligations with respect to the Proposals or such acquisition, or otherwise
impede, challenge or interfere with the Proposals or such acquisition, or
require amendment to the terms of the Proposals or the acquisition or proposed
acquisition of any Shares or the acquisition of control or management of MSB or
the Wider MSB Group by Keyman;

(ii) limit or delay, or impose any limitations on, the ability of Keyman or any
member of the Wider MSB Group to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect of shares or
other securities in, or to exercise voting or management control over, any
member of the Wider MSB Group;

(iii) require, prevent or delay the divestiture by Keyman of any shares or other
securities in MSB;

(iv) require, prevent or delay the divestiture either by Keyman or by any member
of the Wider MSB Group of all or any portion of their respective businesses,
assets or properties or limit the ability of any of them to conduct any of their
respective businesses or to own or control any of their respective assets or
properties or any part thereof;

(v) except pursuant to Schedule 2 of the Takeovers Directive (Interim
Implementation) Regulations 2006, require Keyman or any member of the Wider MSB
Group to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) in any member of either group owned by any third party;

(vi) limit the ability of Keyman or any member of the Wider MSB Group to conduct
or co-ordinate its business, or any part of it, with the businesses or any part
of the businesses of any other member of the Wider MSB Group; or

(vii) otherwise materially and adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of any member of the
Wider MSB Group;

(b) all Authorisations which are necessary in any relevant jurisdiction for or
in respect of the Proposals or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, MSB or any other
member of the Wider MSB Group by Keyman having been obtained, in terms and in a
form reasonably satisfactory to Keyman, from all appropriate Third Parties or
from any persons or bodies with whom any member of the Wider MSB Group has
entered into contractual arrangements in each case where the absence of such
Authorisation would have a material adverse effect on the Wider MSB 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;

(c) since 31 January 2006 and except as disclosed in MSB's annual report and
accounts for the year then ended or as publicly announced by MSB prior to the
date of this announcement (by the delivery of an announcement to a Regulatory
Information Service) or as fairly disclosed prior to the date of this
announcement to Keyman by or on behalf of MSB in the course of negotiations,
there being no provision of any arrangement, agreement, licence, permit,
franchise or other instrument to which any member of the Wider MSB 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 Proposals or the acquisition or proposed acquisition of any
shares or other securities in, or control of, MSB or any other member of the
Wider MSB Group by Keyman or otherwise, could or might reasonably be expected
(to an extent which is material to the Wider MSB Group taken as a whole) to
result in:

(i) any monies borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any member of the Wider MSB 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
MSB 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 MSB Group or any such mortgage, charge or
other security interest (wherever created, arising or having arisen) becoming
enforceable;

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

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

(v) the creation of any liabilities (actual or contingent) by any member of the
Wider MSB Group other than in the ordinary course of business;

(vi) the rights, liabilities, obligations or interests of any member of the
Wider MSB Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member in
or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or

(vii) the financial or trading position or the prospects or the value of any
member of the Wider MSB Group being prejudiced or adversely affected, and

(viii) no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, would, or might
reasonably be expected to, result in any of the events or circumstances which
are referred to in paragraphs (c) (i) to (vii) of this Condition 2 (c);

(d) since 31 January 2006 and except as disclosed in MSB's annual report and
accounts for the year then ended or as otherwise publicly announced by MSB prior
to the date of this announcement (by the delivery of an announcement to a
Regulatory Information Service) or as otherwise fairly disclosed prior to the
date of this announcement to Keyman by or on behalf of MSB or as contemplated or
required in order to implement the Proposals, no member of the Wider MSB Group
having:

(i) issued or agreed to issue, or authorised the issue of, additional shares of
any class, or securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities or transferred or sold any shares out of treasury, other than as
between MSB and wholly-owned subsidiaries of MSB and other than any shares
issued or shares transferred from treasury upon the exercise of any options
granted under any of the MSB Share Schemes;

(ii) purchased or redeemed or repaid any of its own shares or other securities
or reduced or made any other change to any part of its share capital;

(iii) recommended, declared, paid or made any dividend or other distribution
whether payable in cash or otherwise or made any bonus issue (other than to MSB
or a wholly-owned subsidiary of MSB);

(iv) except as between MSB and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries, made, committed to make authorised, proposed or
announced any change in its loan capital;

(v) (other than any acquisition or disposal in the ordinary course of business
or a transaction between MSB and a wholly-owned subsidiary of MSB or between
such wholly-owned subsidiaries) merged with, demerged or acquired any body
corporate, partnership or business or acquired or disposed of or transferred,
mortgaged, charged or created any security interest over any assets or any
right, title or interest in any assets (including shares in any undertaking and
trade investments) or authorised the same;

(vi) issued, authorised or approved the issue of, or authorisation of or made
any change in or to, any debentures or (except in the ordinary course of
business) incurred or increased any financial indebtedness or financial
liability (actual or contingent) save for drawings in the ordinary and usual
course of business under MSB's credit facilities which do not increase the
aggregate indebtedness under those facilities other than in the ordinary course
of business;

(vii) entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is material in the context of the Wider MSB Group and:

(A) is of a long term, onerous or unusual nature or magnitude or which could
involve an obligation of such nature or magnitude; or

(B) would or might reasonably be expected to materially restrict the business of
any member of the Wider MSB Group; or

(C) is other than in the ordinary course of business;

(viii) entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider MSB Group
otherwise than in the ordinary course of business;

(ix) entered into or varied the terms of, any contract, agreement or arrangement
with any of the directors or senior executives of any member of the Wider MSB
Group;

(x) taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of or over all or any material part of its assets and revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction;

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

(xii) waived or compromised any claim, otherwise than in the ordinary course of
business which is material in the context of the Wider MSB Group taken as a
whole;

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

(xiv) 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 member of senior management employed by the Wider MSB Group;
or

(xv) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition 2(d);

(e) since 31 January 2006 and except as disclosed in MSB's annual report and
accounts for the year then ended or as otherwise publicly announced by MSB prior
to the date of this announcement (by the delivery of an announcement to a
Regulatory Information Service) or as otherwise fairly disclosed prior to Keyman
by or on behalf of MSB in the course of negotiations:

(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any member of
the Wider MSB Group which in any case is material in the context of the Wider
MSB Group taken as a whole;

(ii) no contingent or other liability of any member of the Wider MSB Group
having arisen or become apparent or increased which in any case is material in
the context of the Wider MSB Group taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider MSB Group is or is reasonably
likely to become a party (whether as plaintiff, defendant or otherwise) having
been threatened, announced or instituted by or against or remaining outstanding
against or in respect of any member of the Wider MSB Group which in any case is
material in the context of the Wider MSB Group taken as a whole; and

(iv) (other than as a result of the Proposals) no enquiry or investigation by,
or complaint or reference to, any Third Party having been threatened, announced
instituted by or against or remaining outstanding against or in respect of any
member of the Wider MSB Group which in any case is material in the context of
the Wider MSB Group taken as a whole;

(f) Keyman not having discovered save as disclosed in MSB's annual report and
accounts for the year ended 31 January 2006 or as otherwise publicly announced
by MSB prior to the date of this Announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed to Keyman prior to the date of this Announcement by or on behalf MSB
in the course of negotiations or otherwise discovered by Keyman prior to the
date of this Announcement:

(i) that any financial or business or other information concerning the Wider MSB
Group disclosed at any time by or on behalf of any member of the Wider MSB Group
to Keyman as part of the negotiations relating to the Proposals or otherwise, is
materially misleading or contains any misrepresentation of fact or omits to
state a fact necessary to make any information contained therein not materially
misleading and which was not subsequently corrected before the date of this
announcement by disclosure either publicly or otherwise to Keyman to an extent
which in any case is material in the context of the Wider MSB Group taken as a
whole;

(ii) that any member of the Wider MSB Group is subject to any liability (actual
or contingent) which is not disclosed in MSB's annual report and accounts for
the financial year ended 31 January 2006 and which in any case is material in
the context of the Wider MSB Group taken as a whole; or

(iii) any information which affects the import of any information disclosed in
writing at any time by or on behalf of any member of the Wider MSB Group to
Keyman to an extent which is material in the context of the Wider MSB Group
taken as a whole;

For the purpose of these conditions:

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

(b) a Third Party shall be regarded as having "intervened" if it has decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps 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; and

(d) for the purposes of Conditions 2(a)(vii), 2(b), 2(d)(vii), 2(e)(i), 2(e)
(iii) and 2(f)(ii) "material in the context of the Wider MSB Group", "materially
and adversely affect", and "material and adverse effect" means:

(i)     an event that is the subject of the relevant Condition that reduces the
sales or gross profits of Wider MSB Group by at least 20 per cent. of the
budgeted sales or budgeted gross profits of Wider MSB Group in any relevant
period; or

(ii)    an amount that is the subject of the relevant Condition that is equal or
greater than 20 per cent. of the sales or gross profits of Wider MSB Group
during any relevant period.

Subject to the requirements of the Panel, Keyman reserves the right to waive all
or any of the above conditions, in whole or in part, except Condition 1.

Conditions 2(a) to 2(f) (inclusive) must be fulfilled, be determined by Keyman
to be or remain satisfied or (if capable of waiver) be waived by 11.59 p.m. on
the date immediately preceding the date of the Court hearing to sanction the
Scheme in condition 1, failing which the Proposals will lapse. Keyman 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 2(a) to 2(f)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment of that condition, notwithstanding that the other conditions of the
Proposals may at such earlier date have been waived or fulfilled and that there
are, at such earlier date, no circumstances indicating that any condition may
not be capable of fulfilment.


If the Panel requires Keyman to make an offer for MSB Shares under the
provisions of Rule 9 of the City Code, Keyman may make such alterations to the
conditions of the Proposals as are necessary to comply with the provisions of
that Rule.


The Proposals will lapse (unless otherwise agreed by the Panel) if the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EC) No. 139/2004 (the "Regulation") or makes a referral to a
competent authority of the United Kingdom under Article 9(1) of the Regulation
and there is then a reference to the Competition Commission before the date of
the Court hearing to sanction the Scheme.


3. Certain further terms of the Proposals

Save to the extent cancelled pursuant to the Scheme, MSB Shares will be acquired
by Keyman fully paid and free from all liens, equitable interests, charges,
encumbrances and other third party rights of any nature whatsoever and together
with all rights attaching to them, including the right to receive and retain all
dividends and distributions (if any) declared, made or payable after the date of
this announcement.

The Proposals will be on the terms and will be subject, inter alia, to
Conditions 1 and 2 and those terms which will be set out in the Scheme Document
and such further terms as may be required to comply with the Listing Rules of
the UK Listing Authority and the provisions of the City Code and the requirement
of the Court. The Proposals and the Scheme and any acceptances thereunder will
be governed by English law and are subject to the jurisdiction of the Court.

Keyman reserves the right to elect, with the consent of the Panel, to implement
the Proposals by way of takeover offer(s) (as such term is defined in paragraph
1 of Schedule 2 to the Takeovers Directive (Interim Implementation) Regulation
2006). In such event, any such offer(s) will be implemented on the same terms
(subject to appropriate amendments, including (without limitation) an acceptance
condition set at 75 per cent. of the shares to which such offer relates), so far
as applicable, as those that would apply to the Scheme.

The availability of the Proposals 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.


                                  Appendix 2.


                               BASES AND SOURCES


(a) The value attributed to the share capital of MSB is based upon the
20,501,979 Shares in issue at 65 pence to provide a value of MSB of
approximately #13.3 million.

(b) Unless otherwise stated, the financial information on MSB is extracted from
MSB's annual report and accounts for the year ended 31 January 2006.

(c) Unless otherwise stated, all prices for Shares have been derived from the
Daily Official List of the London Stock Exchange plc and represent closing
middle market prices on the relevant date.

(d) MSB's average share price of 47.7 pence for the six months ended on 3 August
2006 is derived from data provided by MarketTerminal.

(e) Disclosures in paragraph 13 regarding interests in MSB securities are based
on the position as at 3 August 2006, the last practicable date prior to this
announcement.


                                  Appendix 3.


                               LETTERS OF INTENT


The following holders of MSB Shares have provided letters of intent to vote in
favour of the Scheme:

Name                                      Number of           % of issued share
                                             Shares                     capital

Institutions

Third Advance Value
                                          4,229,350                       20.6
Realisation Company Limited

Hargreave Hale                            1,325,000                        6.5

Henderson Global Investors                  979,758                        4.8

MSB Incentive Scheme Trustee                985,000                        4.8
Limited

Directors

Paul Davies                                  30,000                        0.1

Robert Gunlack                              108,551                        0.5

Sarah Anderson                               10,000                        0.1



                                  Appendix 4.


                                  DEFINITIONS


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

"Acquisition"           means the proposed acquisition by Keyman of MSB by means
                        of the Scheme;
"Acquisition Price"     means the price of 65 pence per Share receivable by
                        Shareholders pursuant to the Scheme;
"Arden Partners"        means Arden Partners plc, which is authorised and
                        regulated in the United Kingdom by the Financial
                        Services Authority;
"Business Day"          means a day (other than Saturday or Sunday) on which
                        banks are generally open for business in the City of
                        London;
"Cancellation Shares"   means all the Scheme Shares;
"Cancellation           means all the Scheme Shareholders;
Shareholders"
"City Code" or "Code"   means the City Code on Takeovers and Mergers of the
                        United Kingdom;
"Closing Price"         means the middle market price of a MSB Share at the
                        close of business on the day to which such price relates
                        derived from the Daily Official List of the London Stock
                        Exchange for that day;
"Collins Stewart"       means Collins Stewart Limited;
"Company"               means MSB and/or its subsidiaries as the context
                        requires;
"Companies Act"         means the Companies Act 1985 (as amended);
"Conditions"            means the conditions of the Acquisition set out in
                        Appendix I to this announcement and any other conditions
                        which are agreed in writing by the parties or contained
                        in the
                        Scheme Document or any other document issued by MSB in
                        connection with the Proposals with the consent of the
                        Panel;
"Court"                 means the High Court of Justice of England and Wales;
"Court Orders"          the orders of the Court under section 137 of the
                        Companies Act sanctioning the Scheme;
"Court Meeting"         means the meeting of Scheme Shareholders convened by an
                        order of the Court expected, subject to the approval of
                        the Court, to be held at 11:00 am on 13 September 2006;

"Directors"             the directors of MSB;
"Effective Date"        means the date on which the Scheme becomes effective in
                        accordance with its terms;
"EGM Resolution"        means the resolution of MSB Shareholders relating, inter
                        alia, to the implementation of the Scheme and the
                        sanctioning of the related reduction of capital of MSB
                        to be proposed at the EGM;
"Excluded Shares"       those MSB Shares owned or controlled by Peter Flaherty
                        and his family trusts which shall not be acquired by
                        Keyman under the Scheme;
"Extraordinary General  means the extraordinary general meeting of MSB
Meeting" or "EGM"       Shareholders  to be convened for the purposes of
                        considering and, if thought fit, approving the EGM
                        Resolution, including any adjournment or postponement of
                        that meeting;
"Financial Services     means the Financial Services Authority of the UK in its
Authority"              capacity as the competent authority for the purposes of
                        Part VI of FSMA and in the exercise of its functions in
                        respect of admission to the Official List otherwise than
                        in accordance with Part VI of FSMA;
"FSMA"                  means the Financial Services and Markets Act 2000 (as
                        amended);
"Implementation         means the implementation agreement entered into between
Agreement"              MSB and Keyman and dated 3 August 2006;
"Listing Rules"         means the rules and regulations made by the Financial
                        Services Authority in its capacity as UK Listing
                        Authority under FSMA, and contained in the UK Listing
                        Authority's publication of the same name;
"London Stock           means London Stock Exchange plc;
Exchange"
"MSB Directors"         means the directors of MSB;
"MSB Share"             means an ordinary share of 5p in the capital of MSB;
"MSB Shareholder"       means the holder of a MSB Share;
"MSB Share Schemes"     means;
                        (i)                 the MSB International Executive
                        Share Option  Scheme 2004;
                        (ii)               the MSB International Executives
                        Enterprise Management Incentives Share Option Scheme;
                        and
                        (iii)             the MSB International plc Executive
                        Share Option plan
"New MSB Shares"        means the new ordinary shares of 5p each in MSB to be
                        issued credited as fully paid up to KEYMAN pursuant to
                        the Scheme;
"Offer Period"          means the period commencing on 31 March 2006 being the
                        date on which MSB announced it had received a
                        preliminary approach which may or may not lead to an
                        offer being made for MSB;
"Overseas               means Scheme Shareholders whose registered addresses are
Shareholders"           outside the UK and the European Union or who are
                        citizens or residents of countries other than the UK and
                        the European Union;
"Panel"                 means The Panel on Takeovers and Mergers;
"Proposals"             means the proposals detailed in this Press Announcement
                        pursuant to which Keyman proposes to acquire the entire
                        issued and to be issued share capital of MSB pursuant to
                        the Scheme;
"Reduction of           the reduction of MSB'S share capital under section 137
Capital"                of the Companies Act provided for by the Scheme;
"Reduction of Capital   the order of the Court confirming the Reduction of
Order"                  Capital;
"Regulatory Information means any of the Regulatory Information Services
Service"                approved by the Financial Services Authority and set out
                        in appendix 3 to the Listing Rules;
"Scheme Document"       means the document to be despatched by or on behalf of
                        MSB setting out full particulars of the Proposals and
                        including notices convening the Court Meeting and the
                        EGM;
"Scheme" or "Scheme of  means the proposed scheme of arrangement under section
Arrangement"            425 of the Companies Act between MSB and the Scheme
                        Shareholders with or subject to any modification,
                        addition or condition approved or imposed by the Court;

"Scheme Record Time"    means 6:00pm on 5 October 2006;
"Scheme Shares"         means:
                        (i) the MSB Shares in issue at the date of issue of the
                        Scheme Document;
                        (ii) any  MSB Shares issued after the date of issue of
                        the Scheme Document and prior to the Voting Record Time;
                        and
                        (iii) any MSB Shares issued at or after the Voting
                        Record Time and prior to the Scheme Record Time in
                        respect of which the original or any subsequent holder
                        thereof is bound by the Scheme or shall by such time
                        have agreed to be bound by the Scheme,
                        excluding the Excluded Shares;
"Scheme Shareholders"   means the holders of Scheme Shares and "Scheme
                        Shareholder" shall be construed accordingly;
"subsidiary" or         have the meanings given by the Companies Act (but for
"subsidiary             this purpose ignoring paragraph 20(1)(b) of Schedule 4A
undertaking",           of the Companies Act 1985) and "substantial interest"
"associated             means a direct or indirect interest in 20 per cent. or
undertaking" and        more of the equity capital of an undertaking;
"undertaking"
"United Kingdom" or     means the United Kingdom of Great Britain and Northern
"UK"                    Ireland;
"United States" or      means the United States of America (including the States
"US"                    and the District of Columbia), its territories, its
                        possessions and other areas subject to its jurisdiction;

"Voting Record Time"    means 6.00pm on the date two days before the date of the
                        Court Meeting or any adjournment thereof (as the case
                        may be);
"Wider MSB Group"       means MSB and the subsidiaries and subsidiary
                        undertakings of MSB and associated undertakings
                        (including any joint venture, partnership, firm or
                        company in which MSB or any of its subsidiary
                        undertakings is interested or any undertaking is which
                        MSB and such undertakings (aggregating their interests)
                        have a direct or indirect interest in 20 per cent. or
                        more of the equity voting capital.


All references to legislation in this announcement are to the legislation of
England and Wales unless the contrary is indicated.  Any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.






                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
OFBDGGGRFFGGVZZ