Stentor PLC - Offer Update

RNS Number:7980M
Stentor PLC
26 June 2000


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA AND CANADA


ENERGIS PLC, VIRIDIAN GROUP PLC, NEVADA TELE.COM LIMITED

RECOMMENDED CASH OFFERS

BY DRESDNER KLEINWORT BENSON ON BEHALF OF NEVADA TELE.COM
LIMITED

FOR STENTOR PLC


LEVEL OF ACCEPTANCES AND EXTENSION OF OFFERS

The Board of nevada tele.com announces that, as at 3.00 p.m.
on Friday 23 June 2000, the first closing date of the Offers,
valid acceptances of the Offers had been received in respect
of a total of 7,717,130 Stentor Ordinary Shares representing,
as regards the Ordinary Offer, approximately 54.7 per cent. of
the current issued ordinary share capital of Stentor, and in
respect of a total of 3,469,943 Stentor Preferred Ordinary
Shares representing, as regards the Preferred Offer,
approximately 44.4 per cent. of the current issued convertible
preferred ordinary share capital of Stentor.

Included in the total acceptances for the Ordinary Offer are
valid acceptances received from: CRBF, as to 1,697,500 Stentor
Ordinary Shares (representing approximately 12.0 per cent. of
Stentor's current issued ordinary share capital); from F&C, as
to 1,636,100 Stentor Ordinary Shares (representing
approximately 11.6 per cent. of Stentor's current issued
ordinary share capital); and from those of the Stentor
Directors with interests in or rights over Stentor Shares,
together with the Stentor company secretary, as to 39,439
Stentor Ordinary Shares (representing approximately 0.3 per
cent. of Stentor's current issued ordinary share capital).
Included in the total acceptances for the Preferred Offer are
valid acceptances received from CRBF, as to 3,000,000 Stentor
Preferred Ordinary Shares (representing approximately 38.4 per
cent. of Stentor's current issued convertible preferred
ordinary share capital), and from F&C, as to 370,673 Stentor
Preferred Ordinary Shares (representing approximately 4.7 per
cent. of Stentor's current issued convertible preferred
ordinary share capital).  These are all in accordance with the
provisions of the irrevocable undertakings to accept the
Offers given by each of them.

CRBF holds an additional 4,320,365 Stentor Preferred Ordinary
Shares. nevada tele.com has, as it is entitled to do under the
terms of the irrevocable undertaking entered into by CRBF,
directed CRBF to convert its remaining 4,320,365 Stentor
Preferred Ordinary Shares into Stentor Ordinary Shares and to
accept the Ordinary Offer in respect of the 56,164,745 Stentor
Ordinary Shares (the "CRBF Converted Shares") which will be
issued to CRBF on 27 June 2000 as a result of such conversion
(representing approximately 79.9 per cent. of Stentor's issued
ordinary share capital following such conversion).  Following
the acceptance by CRBF of the Ordinary Offer with respect to
the CRBF Converted Shares, nevada tele.com will have or be in
a position to obtain, as regards both of the Offers, valid
acceptances representing in excess of 80 per cent. of the
Stentor Ordinary Shares and the Stentor Preferred Ordinary
Shares to which the Offers relate. The receipt of such
acceptances is expected to enable nevada tele.com to apply the
provisions of section 204 of the Act to acquire compulsorily
any outstanding Stentor Shares not acquired or agreed to be
acquired pursuant to the Offers or otherwise.

Except as set out above, neither nevada tele.com nor, so far
as nevada tele.com is aware, any person acting in concert with
nevada tele.com, owned or controlled any Stentor Ordinary
Shares or Stentor Preferred Ordinary Shares (or rights over
such shares) immediately before the commencement of the Offer
Period or has, during the Offer Period, acquired or agreed to
acquire Stentor Ordinary Shares or Stentor Preferred Ordinary
Shares (or rights over such shares). Save as disclosed above,
none of the acceptances referred to above was received from
any party acting in concert with nevada tele.com for the
purpose of the Offers.

The Board of nevada tele.com announces that the Offers have
been extended and will remain open for acceptance until 3.00
p.m. on 14 July 2000. Stentor Shareholders who wish to accept
the Offers but have not already done so should do so as soon
as possible.

Terms defined in the Offer Document dated 2 June 2000 have,
unless the context otherwise requires, the same meaning in
this announcement.

Enquiries:

nevada tele.com Limited       [phone]
Nigel Wilson                  Chairman
Irene Cackett                 Managing Director
David Beck                    Finance Director

Dresdner Kleinwort Benson     [phone]
Nicholas Lee

Stentor plc                  [phone]
Gerard O'Keeffe              Chief Executive

John East & Partners Limited  [phone]
Jeffrey M Coburn

Kleinwort Benson Limited, which is regulated in the conduct of
investment business in the United Kingdom by The Securities
and Futures Authority Limited, is acting exclusively for
nevada tele.com and no one else in connection with the Offers
and will not be responsible to anyone other than nevada
tele.com for providing the protections afforded to customers
of Kleinwort Benson Limited or for providing advice in
relation to the Offers.

The Offers are not being made, directly or indirectly, in or
into the USA or Canada or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of,
or any facility of a national securities exchange of, either
of those jurisdictions and the Offers should not be accepted
by any such use, means, instrumentality or facility or from
within the USA or Canada. Nor are the Offers capable of
acceptance by any such use, means, instrumentality or facility
or from within the USA or Canada and doing so may render
invalid any purported acceptance. Accordingly, copies of this
announcement, the Offer Document, the Forms of Acceptance and
any related documents are not being, and must not be, mailed
or otherwise distributed or sent in, into or from the USA or
Canada. Notwithstanding the foregoing restrictions, nevada
tele.com retains the right to permit the Offers to be accepted
if, in its sole discretion, it is satisfied that the
transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in
question. All Stentor Shareholders, Warrantholders or
Optionholders (including, without limitation, nominees,
trustees or custodians) who would or otherwise intend to
forward this announcement, the Offer Document, the Forms of
Acceptance or any related documentation to any jurisdictions
outside the UK or the Republic of Ireland should read the
Offer Document before taking any action.

The nevada tele.com Directors, the Energis Directors and the
Viridian Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge
and belief of the nevada tele.com Directors, the Energis
Directors and the Viridian Directors (who have taken all
reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the
import of such information.

END

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