Offer by Networkers for MSB

RNS Number:6817J
Networkers International PLC
29 September 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 Networkers, the Networkers
Group, the Networkers 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 Networkers Directors accept responsibility for the information contained in
this document relating to Networkers, the Networkers Group, the Networkers
Directors, their immediate families and related trusts and companies.  To the
best of the knowledge and belief of the Networkers 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.

29 September 2006

            Recommended Cash Offer for MSB International PLC ("MSB")
                                       by
             Seymour Pierce Limited ("Seymour Pierce") on behalf of
                  Networkers International plc ("Networkers")

Summary

The boards of directors of Networkers and MSB announce that they have reached
agreement on the terms of a recommended cash offer (the "Offer") by Seymour
Pierce on behalf of Networkers for the entire issued and to be issued share
capital of MSB.

The Offer will be 73p in cash for each MSB Share which values the existing
issued share capital of MSB at approximately #14.97 million. The Offer Price
represents:

- a premium of approximately 87.2 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 approximately 31.9 per cent. to MSB's average share price of 55.3
pence for the six months ended on 28 September 2006, being the last Business Day
prior to this announcement; and

- a premium of approximately 5.0 per cent. to MSB's share price of 69.5 pence at
the close of business on 28 September 2006, the last Business Day prior to the
date of this announcement.

Networkers and Seymour Pierce have received irrevocable undertakings from Third
Advance Value Realisation Company Limited, Marlborough UK Microcap Fund,
Marlborough Special Situations Fund, Henderson Global Investors and Peter Browne
to accept the Offer in respect of their aggregate holdings of 8,759,708 MSB
Shares representing approximately 42.7 per cent. of the existing issued ordinary
share capital of MSB. These undertakings will cease to be binding in the event
of a competing offer which values the entire issued share capital of MSB at 5
per cent. or more above the value of the Offer. In addition Seymour Pierce and
Networkers have received a letter of intent from the Trustee of the MSB Employee
Benefit Trust indicating that it is the trust's current intention to accept the
Offer in respect of 985,000 MSB Shares representing approximately 4.8 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 Offer to be fair and reasonable and in the best interests of MSB
and its shareholders as a whole. In providing its advice, Collins Stewart has
taken into account the commercial assessments of the MSB Directors. The Offer
represents an increase of 12.3 per cent. over the competing offer from Keyman
Personnel Limited of 65 pence in cash, as announced on 4 August 2006 and
detailed in the scheme document circulated to MSB Shareholders and dated 16
August 2006 (the "Competing Offer"). Accordingly, the MSB Directors intend
unanimously to recommend to MSB Shareholders that they should accept the Offer
from Networkers as the MSB Directors have indicated in letters of intent that
they intend to do in respect of their aggregate holdings of 186,051 MSB Shares
(representing approximately 0.9 per cent. of the existing issued share capital
of MSB). MSB Shareholders who voted in favour of the Competing Offer are not
thereby precluded from accepting the Offer. Should sufficient MSB Shareholders
accept the Offer for it to be declared or become unconditional in all respects,
the Competing Offer will lapse.

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. Seymour Pierce
is acting as financial adviser and broker to Networkers.

This summary should be read in conjunction with the attached announcement and
the Appendices. Appendix 1 sets out the Conditions and certain further terms of
the Offer. 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.

Enquiries:

MSB [phone]
Paul Davies - Chairman
Andrew Zielinski
Ian Ketchin

Collins Stewart [phone]
(Financial adviser and broker to MSB)
Chris Wells,
Mark Connelly
Stewart Wallace

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

Networkers [phone]
Spencer Manuel
Jon Plassard

Seymour Pierce [phone]
(Financial adviser to Networkers)
Richard Feigen
Sarah Wharry

This announcement is not intended to and does not constitute an offer,
inducement or invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or otherwise. The
Offer will be made solely through the Offer Document and Acceptance Form, which
will contain the full terms and conditions of the Offer. Any acceptance of the
Offer should be made only on the basis of the information in the Offer 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 Offer 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 Offer, the contents of this announcement or
any matter or arrangement referred to herein.

Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Networkers and no-one else in
connection with the Offer and will not be responsible to anyone other than
Networkers for providing the protections afforded to clients of Seymour Pierce
nor for providing advice in relation to the Offer, 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
3.30pm (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, 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 Networkers 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.

29 September 2006

            Recommended Cash Offer for MSB International PLC ("MSB")
                                       by
                      Seymour Pierce Limited on behalf of
                  Networkers International plc ("Networkers")

1. Introduction

The boards of directors of Networkers and MSB announce that they have reached
agreement on the terms of a recommended Offer by Seymour Pierce on behalf of
Networkers for the entire issued share capital of MSB. The Offer represents an
increase of 12.3 per cent. over the competing offer from Keyman Personnel
Limited of 65 pence in cash, as announced on 4 August 2006 and detailed in the
scheme document circulated to MSB Shareholders and dated 16 August 2006.

2. The Offer

The Offer, which will be made on the terms and subject to the conditions and
further terms set out in Appendix 1 to this announcement, will be made on the
following basis:

for each MSB Share - 73 pence in cash

The Offer Price represents:

a premium of approximately 87.2 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 approximately 31.9 per cent. to MSB's average share price of 55.3
pence for the six months ended on 28 September 2006, being the last Business Day
prior to this announcement; and

a premium of approximately 5.0 per cent. to MSB's share price of 69.5 pence at
the close of business on 28 September 2006, the last Business Day prior to the
date of this announcement.

The terms of the Offer value MSB's existing issued share capital at
approximately #14.97 million.

3. Background to and reasons for recommending the Offer

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.

Networkers has approached the MSB Board with a proposal which the MSB Board
considers fairly reflects 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 therefore believes the Offer is 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 Offer 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. The Offer represents an increase of 12.3 per cent. over the Competing
Offer from Keyman Personnel Limited of 65 pence in cash, as announced on 4
August 2006 and detailed in the scheme document circulated to MSB Shareholders
and dated 16 August 2006 (the "Competing Offer").

Accordingly, the MSB Directors intend unanimously to recommend to MSB
Shareholders that they should accept the Offer from Networkers as the MSB
Directors have indicated that they intend to do in respect of their aggregate
holdings of 186,051 MSB Shares (representing approximately 0.9 per cent. of the
existing issued share capital of MSB).

MSB Shareholders who voted in favour of the Competing Offer are not thereby
precluded from accepting the Offer. Should sufficient MSB Shareholders accept
the Offer for it to be declared or become unconditional in all respects, the
Competing Offer will lapse.

5. Irrevocable Undertakings / Letters of Intent

Networkers and Seymour Pierce have received irrevocable undertakings from Third
Advance Value Realisation Company Limited, Marlborough UK Microcap Fund,
Marlborough Special Situations Fund, Henderson Global Investors and Peter Browne
to accept the Offer in respect of their aggregate holdings of 8,759,708 MSB
Shares, representing approximately 42.7 per cent. of the existing issued
ordinary share capital of MSB. These undertakings will cease to be binding in
the event of a competing offer which values the entire issued share capital of
MSB at 5 per cent. or more above the value of the Offer.

In addition, Seymour Pierce and Networkers have received a letter of intent from
the Trustee of the MSB Employee Benefit Trust indicating that it is the trust's
current intention to accept the Offer in respect of 985,000 MSB Shares,
representing approximately 4.8 per cent. of the existing issued ordinary share
capital of MSB. Further details are set out in Appendix 3.

The MSB Directors have also indicated in letters of intent that they intend to
accept the Offer in respect of their aggregate holdings of 186,051 MSB Shares
(representing approximately 0.9 per cent. of the existing issued share capital
of MSB).

6. Financing the Offer

The cash consideration payable under the Offer will be funded using debt
funding. Full acceptance under the Offer would result in consideration of
approximately #14.97 million being payable to MSB Shareholders.

The consideration will be funded by means of a term loan to be provided by Bank
of Scotland Corporate.

Seymour Pierce is satisfied that sufficient financial resources are available to
satisfy in full the cash consideration payable to MSB Shareholders in the event
of full acceptance of the Offer.

7. Information on Networkers

Networkers completed a reverse takeover of Streetnames plc, an AIM listed cash
shell, on 23 May 2006. Networkers is an international recruitment agency
providing technical personnel and services to the telecommunications industry.
With offices in the UK, the United States, South Africa, China and an associate
company in the Kingdom of Saudi Arabia, Networkers offers a tailored personnel
resourcing solution to its clients.

Networkers was founded in the UK in 2000 by Spencer Manuel, Jon Plassard and
Kevin Pope to exploit a niche in the provision of skilled mobile
telecommunications personnel to emerging regions of the world.

The Networkers Group has grown organically since its inception to a turnover of
#22.2 million for the seven months ended 30 June 2006. Networkers began trading
in the UK in 2000 and in 2001 formed an associate company with a Saudi Arabian
technical personnel provider. In June 2004 the Networkers Group began trading in
the US following the establishment of its first US office in California. The
Group has since developed organically into an international provider of
technical resources.

The Networkers Group places skilled telecommunications engineers in various
countries throughout the world with telecoms vendors and operators including
Alcatel, Safaricom, Wataniya, Nortel Networks, Siemens, Ericsson and Vodafone.

The Networkers Group has access to skilled contractors able to provide a wide
range of services from project management, design and implementation of
telephone exchanges and networks, billing and operations and maintenance.

The Networkers Group concentrates mainly on temporary contractor placements,
typically ranging in length from three to six months. Currently the Networkers
Group has over 400 contract engineers, working on client projects in more than
35 different countries.

The Saudi Arabian associate company Saudi Networkers Services Company Limited,
in which the Networkers Group has a 33 per cent. interest has a further 300
contract engineers working on client projects in the Middle East.

In addition to its core telecommunications contract placement business, a
smaller element of the Networkers Group's business involves the placement of
specialist IT personnel into permanent and contract positions with the Group's
clients predominantly in Europe and the Middle East.

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

Networkers attaches great importance to the skills and experience of the
management team and employees of the MSB Group. Networkers 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 Offer and MSB's pension
obligations will be complied with.

The Non-executive directors of MSB intend to retire from the MSB Board once the
Offer becomes unconditional. Networkers' 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
Offer becomes unconditional. Networkers 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. Networkers has given an undertaking that Ian's contract, including a
#50,000 completion bonus, will be honoured once the Offer becomes unconditional.

10. MSB Share Schemes

The Offer will extend to any MSB Shares issued or unconditionally allotted or
issued whilst the Offer remains open for acceptance (or by such earlier date as
Networkers, subject to the City Code, may decide), including any MSB Shares
unconditionally allotted or issued upon exercise of options under the MSB share
option schemes. To the extent that such options are not so exercised, and if the
Offer becomes or is declared unconditional in all respects, Networkers will make
appropriate proposals to option holders in due course.

11. Extraordinary General Meeting

The acquisition of MSB requires, inter alia, the approval of the Networkers
Shareholders and the EGM will be convened and held for this purpose.

12. Disclosure of interests in MSB

As at the date of this announcement neither Networkers, nor any of the directors
of Networkers, nor, so far as Networkers is aware, any person acting in concert
with Networkers has any interest in or right to subscribe for any relevant MSB
securities.

13. Non-solicitation arrangements

On 28 September 2006, MSB entered into an agreement with Networkers pursuant to
which MSB has undertaken, subject to limited exceptions, not inter alia (a) to
solicit, initiate or encourage the submission of proposals or offers of any kind
which could lead to a competing offer (b) to enter into, facilitate or
participate in any discussions or negotiations with any such person in relation
to a competing offer or which could lead to a competing offer (but this does not
prevent the MSB Directors responding to a proposal from a bona fide potential
offeror if such directors conclude, in good faith and based upon the written
advice of their legal advisers, that they are required to do so to comply with
their fiduciary duties, nor does this prevent them discussing the Competing
Offer with Keyman Personnel Limited). MSB has also agreed to inform Networkers
immediately if it is informed of a proposal that could 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 could lead to
a competing offer.

14. Delisting and re-registration

If the Offer becomes or is declared unconditional in all respects and if
sufficient acceptances are received under the Offer, Networkers intends to
exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily the remaining MSB
Shares to which the Offer relates on the same terms as the Offer.

If the Offer becomes or is declared unconditional in all respects, Networkers
also intends to procure that MSB applies to the London Stock Exchange for the
cancellation of the admission to trading of its securities on the London Stock
Exchange. Such cancellation of admission to trading will take effect no earlier
than 20 business days after Networkers has received valid acceptances in excess
of 75 per cent. of the MSB Shares.

Networkers intends to re-register MSB as a private limited company as soon as
possible after the Offer becomes or is declared unconditional in all respects.

The cancellation of admission to trading on the London Stock Exchange of MSB
Shares would significantly reduce the liquidity and marketability of any MSB
Shares held by MSB Shareholders who have not accepted the Offer.

15. General

With the exception of 9,930,759 MSB Shares, representing approximately 48.4 per
cent of the entire issued share capital of MSB, in respect of which Networkers
has received undertakings or letters of intent to accept, or procure acceptance
of, the Offer as at 28 September 2006, the last practicable date before the date
of this announcement, Networkers does not own nor has any interest in or right
to subscribe for, or any short positions in, or has borrowed or lent any MSB
Shares or any securities convertible or exchangeable into, or any rights to
subscribe for or purchase, or hold any options to purchase any MSB Shares or
holds any derivative referenced securities of MSB which remain outstanding.

Seymour Pierce is the financial adviser and is acting as broker to Networkers
for the purposes of the Offer.

The Offer will be subject to the applicable requirements of the City Code. The
formal Offer Document setting out the details of the Offer, and enclosing the
Form of Acceptance will be despatched to MSB shareholders as soon as
practicable.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
shareholders will be contained in the Offer Document.

The Offer will be subject to the Conditions and certain further terms set out in
Appendix 1 and the further terms and conditions set out in the Offer 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
Andrew Zielinski
Ian Ketchin

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

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

Networkers [phone]
Spencer Manuel
Jon Plassard

Seymour Pierce [phone]
(Financial adviser to Networkers)
Richard Feigen
Sarah Wharry

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

Seymour Pierce is acting for Networkers and no-one else in connection with the
Offer and will not be responsible to anyone other than Networkers for providing
the protections afforded to clients of Seymour Pierce nor for providing advice
in relation to the Offer, 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
3.30pm (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, 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 Networkers 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 OFFER

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by
1.00 p.m. on the first closing date of the Offer (the "First Closing Date") or
such later time(s) and/or date(s) as Networkers may, with the consent of the
Panel or in accordance with the Code, decide in respect of not less than 75 per
cent. in nominal value (or such lesser percentage as Networkers may decide) of
the MSB Shares to which the Offer relates, provided that, unless agreed with the
Panel, this condition will not be satisfied unless Networkers and/or its
wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to
the Offer or otherwise, MSB Shares carrying in aggregate more than 50 per cent.
of the voting rights normally exercisable at a general meeting of MSB, including
for this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any MSB Shares that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise and for the purposes of this condition: MSB Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting
rights they will carry on issue; and the expression MSB Shares to which the
Offer relates shall be construed in accordance with sections 428 to 430F of the
Companies Act 1985;

(b) the passing at the EGM of the resolution necessary to approve the Offer;

(c) the Admission becoming effective;

(d) it being established, in terms satisfactory to Networkers, acting
reasonably, that neither the Office of Fair Trading nor the Secretary of State
intends to refer the proposed acquisition of MSB by Networkers or any matter
arising from or relating to that proposed acquisition to the Competition
Commission for investigation;

(e) no central bank, government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
authority, association or institution (including any national anti-trust or
merger control authority) or court, trade agency or any other similar body
(including any professional or environmental body) or person whatsoever in any
relevant jurisdiction (each a "Relevant Authority") having decided to take,
implement, institute or threaten any action, proceeding, suit, investigation,
enquiry or reference or enacted, made or proposed any statute, decision,
regulation 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
there not continuing to be outstanding any statute, regulation or order of any
Relevant Authority in each case that 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 Offer its implementation or the acquisition or the proposed
     acquisition of any shares or other securities in, or control or management of,
     MSB or any member of the Wider MSB Group by any member of the Wider Networkers
     Group void or illegal or unenforceable in any jurisdiction or otherwise directly
     or indirectly restrain, prevent, prohibit, or otherwise impede, restrict, delay
     or interfere with the implementation of, or impose additional conditions or
     obligations with respect to, or otherwise challenge, the Offer or such
     acquisition, or require amendment to the terms of the Offer or the acquisition
     or proposed acquisition of any shares in, or control or management of, MSB or
     any member of the Wider MSB Group by any member of the Wider Networkers Group;

    (ii) require, prevent or delay the divestiture by Networkers of any shares or
    other securities in MSB or require, prevent or delay the divestiture (or alter
    the terms of any proposed divestiture) by any member of the Wider Networkers
    Group or any member of the Wider MSB Group of all or any part of their
    respective businesses, assets or properties or limit the ability of any of them
    to conduct all or any part of their respective businesses or to own or control
    any of their respective assets or properties or any part thereof;

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

    (iv) require any member of the Wider Networkers Group or any member of the Wider
    MSB Group to acquire or offer to acquire any shares or other securities (or the
    equivalent) in MSB or any other member of the Wider MSB Group (other than
    pursuant of the Offer) or any member of the Wider Networkers Group;

    (v) impose any limitation on the ability of any member of the Wider Networkers
    Group or 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 Networkers Group and/or the Wider MSB Group; or

    (vi) otherwise materially and adversely affect any or all of the business,
    assets, financial or trading position or profits or prospects of any member of
    the Wider MSB Group, and all applicable waiting and other time periods during
    which any such Relevant Authority could decide to take, institute or threaten
    any such action, proceeding, suit, investigation, enquiry, or reference having
    expired, lapsed or been terminated;

(f) all necessary notifications and filings having been made and all appropriate
waiting periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated in each case in respect of the Offer and the acquisition of any
shares in, or control of, MSB or any other member of the Wider MSB Group by
Networkers or by any member of the Wider Networkers Group and all
authorisations, orders, grants, recognitions, determinations, certificates,
confirmations, licences, consents, clearances, provisions and approvals
("Authorisations") necessary in any relevant jurisdiction for or in respect of
the Offer or the acquisition or the proposed acquisition of any shares in, or
control or management of, MSB or any other member of the Wider MSB Group by
Networkers being obtained in terms satisfactory to Networkers, acting
reasonably, from all appropriate Relevant Authorities 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 or modify or not to
renew any of the same;

(g) since 31 January 2006 and except as disclosed in MSB's annual report and
accounts for the year then ended or as fairly disclosed to Networkers by or on
behalf of MSB in the course of negotiations or publicly announced to a
Regulatory Information Service before the date of this announcement, there being
no provision of any agreement, arrangement, licence, permit, franchise or other
instrument to which MSB or any other member of the Wider MSB Group is a party or
by or to which MSB or 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 Offer 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 Networkers or otherwise, could or might reasonably be
expected (in each case 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 grant available to, any member of the Wider MSB Group being
    or becoming repayable or capable of being declared repayable immediately or
    earlier than the 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 assets 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;

    (iv) the interests or business of any member of the Wider MSB Group in or with
    any other person, firm, company or body (or any arrangement or arrangements
    relating to such interests or business) being terminated or adversely modified
    or affected;

    (v) the value of any member of the Wider MSB Group or its financial or trading
    position or prospects being prejudiced or adversely affected;

    (vi) any such agreement, agreement, arrangement, 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;

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

    (viii) 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 being terminated or adversely modified or
    affected; and

    (ix) no event having occurred which, under any provision of any agreement,
    arrangement, licence, permit or other instrument , would, or might reasonably be
    expected to, result in any events or circumstances as are referred to in
    subparagraphs (i) to (viii) of this paragraph (g);

(h) since 31 January 2006 and except as disclosed in MSB's annual report and
accounts for the year ended 31 January 2006 or as otherwise publicly announced
to a Regulatory Information Service by or on behalf of MSB or as otherwise
fairly disclosed to Networkers by or on behalf of MSB before the date of this
announcement or as contemplated or required in order to implement the Offer, 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 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) 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 wholly owned subsidiary of MSB);

    (iii) (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;

    (iv) 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;

    (v) purchased, 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;

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

    (vii) 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;

    (viii) entered into, varied or terminated, or authorised the entry into,
    variation or termination of, any contract, commitment or arrangement (whether in
    respect of capital expenditure or otherwise) which is material in the context of
    the Wider MSB Group and (A) is outside the ordinary course of business;(B) which
    is of a long term, onerous or unusual nature or magnitude or which involves or
    could involve an obligation of such a nature or magnitude or (C) which would or
    might reasonably be expected to materially restrict the business of any member
    of the Wider MSB Group;

    (ix) 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;

    (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
    (voluntary or otherwise), dissolution or reorganisation (or for any analogous
    proceedings or steps in any jurisdiction) or for the appointment of a receiver,
    administrator, administrative receiver, trustee or similar officer (or for the
    appointment of any analogous person in any jurisdiction) of all or any material
    part of its assets and revenues;

    (xi) 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;

    (xii) 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;

    (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 or senior management employed by the
    Wider MSB Group; or

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

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

    (i) no adverse change or deterioration having occurred in the business, assets,
    financial or trading position or profits 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 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 or 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 (other than
    as a result of the Offer) no enquiry or investigation by or complaint or
    reference to, any Relevant Authority 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; and

    (iii) 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;

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

    (i) that any financial, business or other information concerning theWider MSB
    Group disclosed at any time by or on behalf of any member of the Wider MSB Group
    to Networkers as part of the negotiations relating to the Offer 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 Networkers 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,
    contingent or otherwise, which is not disclosed in the MSB's annual report and
    accounts for the 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 that adversely 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 Networkers to an extent which is material in the context of the Wider
    MSB Group taken as a whole.

For the purpose of conditions (e)(vi), (f), (h)(viii), (i)(i), (i)(ii) and (j)
(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
annual sales or annual gross profits of the Wider MSB Group by at least 15 per
cent. of the budgeted annual sales or budgeted annual gross profits of the Wider
MSB Group in any relevant budgetary period; or

(ii)    an amount that is the subject of the relevant condition that is equal or
greater than 15 per cent. of the annual sales or annual gross profits of the
Wider MSB Group during any relevant period.

Networkers reserves the right to waive all or any of conditions (d) to (j)
inclusive, in whole or in part.

The Offer will lapse unless all the above conditions are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by Networkers to
have been or remain satisfied by midnight on the day which is 21 days after the
later of the First Closing Date and the date on which the Offer becomes or is
declared unconditional as to acceptances (or such later date as Networkers may,
with the consent of the Panel, decide). Networkers shall be under no obligation
to waive or treat as fulfilled any of conditions (d) to (j) inclusive by a date
earlier than the date specified above for the fulfilment thereof notwithstanding
that the other conditions of the 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. Networkers shall
not invoke any condition or pre-condition with the exception of condition (a)
above so as to cause the Offer not to proceed, to lapse or to be withdrawn
unless the circumstances which give rise to the right to invoke the condition or
pre-condition are of material significance to Networkers in the context of the
Offer.

If Networkers is required by the Panel to make an offer or offers for any MSB
Shares under Rule 9 of the Code, Networkers may make such alterations to the
above conditions as are necessary to comply with that Rule. The Offer will lapse
(unless the Panel otherwise consents) if, before the First Closing Date or the
date when the Offer becomes or is declared unconditional as to acceptances
(whichever is the later), the proposed acquisition of MSB by Networkers or any
matter arising from or relating to that proposed acquisition is referred to the
Competition Commission. (If the Offer does so lapse, not only will the Offer
cease to be capable of further acceptance but also MSB Shareholders and
Networkers will thereafter cease to be bound by prior acceptances.)

The MSB Shares will be acquired by Networkers free from all liens, equitable
interests charges, encumbrances, rights of pre-emption and any other third party
rights of any nature whatsoever and together with all rights attaching thereto
including the right to receive in full all dividends and other distributions
declared, made or payable after the date of this announcement.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States nor is the Offer being made in or into the Republic of Ireland.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into the United States or the Republic of
Ireland.

The provisions referred to in the previous paragraph may be waived or varied by
Networkers in its sole discretion as regards specific MSB Shareholders or
generally.

The Offer will be made on the terms and be subject to the Conditions of this
announcement and those terms which shall be set out in the Offer Document and
such further terms as may be required to comply with the Listing Rules of the UK
Listing Authority, the AIM Rules of the London Stock Exchange and the provisions
of the City Code.

The Offer will be governed by English Law.



                                  Appendix 2.

                               BASES AND SOURCES

(a) The value attributed to the share capital of MSB is based upon the
20,501,979 MSB Shares in issue at 73 pence per share to provide a value of MSB
of approximately #14.97 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, the financial information on Networkers has been
extracted from Networkers unaudited interim results for the 7 months ended 30
June 2006.

(d) Unless otherwise stated, all prices for MSB Shares have been derived from
Bloomberg and represent closing middle market prices on the relevant date.

(e) MSB's average share price of 55.3 pence for the six months ended on 28
September 2006 is derived from data provided by Bloomberg.

(f) Disclosures in paragraph 12 regarding interests in MSB securities are based
on the position as at 28 September 2006, the last practicable date prior to this
announcement.

                                  Appendix 3.

                   IRREVOCABLE UNDERTAKINGS/LETTERS OF INTENT

The following holders of MSB Shares have provided irrevocable undertakings or
letters of intent to accept the Offer:

Name Number of Shares % of issued share capital

The following MSB Shareholders have provided irrevocable undertakings to accept
the Offer:

Third Advance Value
Realisation Company Limited        4,229,350     20.63

Marlborough UK Microcap Fund         375,000      1.83

Marlborough Special Situations Fund  950,000      4.63

Henderson Global Investors           979,758      4.78

Peter Browne                       2,225,600     10.86

The following MSB Shareholders have provided letters of intent to accept the
Offer:

Name Number of Shares % of issued share capital

Paul Davies                           30,000      0.15

Robert Gunlack                       108,551      0.53

Sarah Anderson                        10,000      0.05

Andrew Zielinski                      30,000      0.15

Ian Ketchin                            7,500      0.04

MSB Incentive Scheme Trustee Limited 985,000      4.80

                                  Appendix 4.

                                  DEFINITIONS

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

"Act" or "the   the Companies Act 1985, as amended;
Companies
Act"

"Admission"     the re-admission of the issued share capital of Networkers to
                trading on AIM upon the successful passing by Networkers
                Shareholders of the resolutions proposed at the EGM;

"AIM"           AIM, the market of that name operated by the London Stock
                Exchange;

"Business Day"   means a day (other than Saturday or Sunday) on which banks are
                 generally open for business in the City of London;

"City Code" or   means the City Code on Takeovers and Mergers of the United
"Code"           Kingdom;

"Collins         means Collins Stewart Limited;
Stewart"

"Companies       means the Companies Act 1985 (as amended);
Act"

"Competing       the competing offer from Keyman Personnel Limited of 65 pence
Offer"           in cash, as announced on 4 August 2006 and detailed in the
                 scheme document circulated to MSB Shareholders and dated 16
                 August 2006;

"Conditions"     means the conditions of the Offer set out in Appendix I to this
                 announcement and any other conditions which are agreed in
                 writing by the parties or contained in the
                 Offer Document or any other document issued by Networkers in
                 connection with the Offer with the consent of the Panel;

"EGM"            the extraordinary general meeting of Networkers Shareholders to
                 be convened to take place in or around November 2006;

"Financial       means the Financial Services Authority of the UK in its
Services         capacity as the competent authority for the purposes of Part VI
Authority"       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;

"Form of         the form of acceptance and authority relating to the Offer
Acceptance"      which will accompany the Offer Document;

"FSMA"            means the Financial Services and Markets Act 2000 (as
                  amended);

"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"             MSB International PLC and/or its subsidiaries as the context
                  requires;

"MSB Board" or    means the directors of MSB;
"MSB Directors"

"MSB Group"       MSB and its subsidiaries and associated undertakings;

"MSB Share"       means an ordinary share of 5p in the capital of MSB;

"MSB              means the holder of a MSB Share;
Shareholder"

"MSB Share        the MSB International Executive Share Option Scheme 2004, the
Schemes"          MSB International Executives Enterprise Management Incentives
                  Share Option Scheme; and the MSB International plc Executive
                  Share Option plan;

"Networkers"      Networkers International plc;

"Networkers Directors"   the board of directors of Networkers;
"Networkers Board" or                              
"Board of Networkers"

"Networkers         Networkers and its subsidiaries and associated undertakings;
Group"

"Networkers        the shareholders of Networkers;
Shareholders"

"Offer"            the recommended cash offer to be made by Seymour Pierce on
                   behalf of Networkers to acquire the entire issued and to be
                   issued ordinary share capital of MSB not already held or
                   contracted to be acquired by Networkers on the terms and
                   subject to the conditions to be set out in the Offer Document
                   and including, where the context requires, any subsequent
                   revision, variation, extension or renewal of, or election
                   available under, such Offer;

"Offer Document"   the document to be despatched to MSB Shareholders and, for
                   information only, to participants in the MSB Share Schemes,
                   which, together with the Form of Acceptance, will contain the
                   full terms and conditions of the Offer;

"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;

"Offer Price"      73p per MSB Share;

"Overseas          means MSB Shareholders whose registered addresses are outside
Shareholders"      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;

"Regulatory        means any of the Regulatory Information Services approved by
Information        the Financial Services Authority and set out in appendix 3 to
Service"           the Listing Rules;

"Relevant       any government or governmental, quasi-governmental,
Authority"      supranational, statutory or regulatory body or association,
                institution or agency (including any trade agency, anti-trust or
                merger control authority) or any court or other body (including
                any professional or environmental body) or person in any
                jurisdiction;

"Seymour        Seymour Pierce Limited;
Pierce"

"subsidiary" or            have the meanings given by the Companies Act (but for
"subsidiary undertaking",  this purpose ignoring paragraph 20(1)(b) of Schedule
"associated undertaking"   4A of the Companies Act 1985) and "substantial
and "undertaking"          interest" means a direct or indirect interest in 20
                           per cent. or more of the equity capital of an
                           undertaking;

"United Kingdom" or "UK"   means the United Kingdom of Great Britain and
                           Northern Ireland;

"United States" or "US"    means the United States of America (including the
                           States and the District of Columbia), its
                           territories, its possessions and other areas subject
                           to its jurisdiction;

"Wider MSB Group"          means MSB and its subsidiaries and subsidiary
                           undertakings, associated undertakings and any other
                           undertakings in which MSB and any such undertakings
                           (aggregating their interest) have a substantial
                           interest;

"Wider Networkers Group"   means Networkers and its subsidiaries and subsidiary
                           undertakings, associated undertakings and any other
                           undertakings in which Networkers and any such
                           undertakings (aggregating their interest) have a
                           substantial interest.

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

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