Stentor PLC - Offer by Energis Plc - Pt.2

RNS Number:3393L
Stentor PLC
30 May 2000


PART 2

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


Introduction

The board of nevada tele.com and the Independent Board of Stentor
announce that they have reached agreement on the terms of
recommended cash offers, to be made by Dresdner Kleinwort Benson
on behalf of nevada tele.com, to acquire the whole of the issued
and to be issued ordinary and convertible preferred ordinary share
capital of Stentor. Dresdner Kleinwort Benson is acting as
financial adviser and broker to nevada tele.com in respect of the
Offers.

The Ordinary Offer will be 29.3 pence in cash for each Stentor
Ordinary Share and the Preferred Offer will be 380.9 pence in cash
for each Stentor Preferred Ordinary Share. The Ordinary Offer and
the Preferred Offer value the Enlarged Issued Ordinary Share
Capital and the convertible preferred ordinary share capital of
Stentor at approximately #36.0 million, on the basis that Warrants
and Options with exercise prices in excess of 29.3 pence per share
will not be exercised.

CRBF, which is Stentor's majority shareholder, has funded the
development of the business since late 1998 but has made it known
to the Stentor Board that it does not wish to provide additional
investment capital to fund the business.  As at the date of this
announcement, Stentor has not been able to find alternative
sources to fund the business on an ongoing basis. Consequently,
Stentor's auditors have in Stentor's annual report and accounts
for the year ended 31 March 2000 stated that "...there is
significant uncertainty as to whether the group will be able to
obtain the finance required for the development of the group's
business and discussions are currently taking place that may lead
to an offer being made for the company's share capital. As the
outcome of these discussions is not yet known, there remains
significant uncertainty as to the continuance of the group's
operations." Furthermore, the Stentor Board is not aware of any
other potential acquirers of Stentor at the present time who may
be prepared to match or better the price being offered by nevada
tele.com.

Charles Jillings, a non-executive Stentor Director, is also an
adviser to CRBF, the majority shareholder of Stentor. CRBF has
entered into an irrevocable undertaking with nevada tele.com to
accept the Offers, the details of which are set out below.  In the
light of this relationship with CRBF, whilst all of the Stentor
Directors have taken responsibility for considering the Offers, it
is the Independent Stentor Directors who will be making the
appropriate recommendation to Stentor Shareholders.

The Independent Stentor Directors believe that the Offers will
secure the future of the business and that nevada tele.com can
provide Stentor with the opportunity to develop a successful
telecoms business in Ireland.

The Independent Stentor Directors, who have been so advised by
John East & Partners, consider the terms of the Offers to be fair
and reasonable. In providing advice to the Independent Stentor
Directors, John East & Partners has taken into account the
Independent Stentor Directors' commercial assessments.
Accordingly, the Independent Stentor Directors will unanimously
recommend Stentor Shareholders to accept the Offers, as Gerard
O'Keeffe and Malachy Harkin (being those of the Stentor Directors
with interests in or rights over Stentor Shares) have irrevocably
undertaken to do in respect of their entire holdings.

The Ordinary Offer

The Ordinary Offer, which will be subject to the terms and
conditions set out in the Offer Document and the White Form of
Acceptance, will be made on the following basis:

for each Stentor Ordinary Share        29.3 pence in cash

Any fraction of a penny comprised in the aggregate consideration
due to a holder shall be rounded up to the nearest whole penny.

The Ordinary Offer will extend to:

(i)  all ordinary shares in Stentor which are unconditionally
     allotted or issued on or before the date on which the
     Ordinary Offer is made; and

(ii) any further ordinary shares in Stentor which are
     unconditionally allotted or issued after that date but before
     the time at which the Ordinary Offer closes for acceptance,
     or such earlier time as nevada tele.com may decide (not being
     earlier than the date on which the Ordinary Offer becomes
     unconditional as to acceptances or, if later, the first
     closing date), including any ordinary shares in Stentor which
     are unconditionally allotted or issued on the exercise of any
     existing Warrants, on the conversion of any Stentor Preferred
     Ordinary Shares or on the exercise of any Options.

The Preferred Offer

The Preferred Offer, which will be subject to the terms and
conditions set out in the Offer Document and the Green Form of
Acceptance, will be made on the following basis:

for each Stentor Preferred Ordinary Share      380.9 pence in cash

Any fraction of a penny comprised in the aggregate consideration
due to a holder shall be rounded up to the nearest whole penny.

This price reflects the fact that pursuant to Stentor's Articles
each Stentor Preferred Ordinary Share is convertible into thirteen
Stentor Ordinary Shares.

The Preferred Offer will extend to all Stentor Preferred Ordinary
Shares which are unconditionally allotted or issued on or before
the date on which the Preferred Offer is made and any further
Stentor Preferred Ordinary Shares which are unconditionally
allotted or issued after that date but before the time at which
the Preferred Offer closes for acceptance, or such earlier time as
nevada tele.com may decide (not being earlier than the date on
which the Ordinary Offer becomes unconditional as to acceptances
or, if later, the first closing date).

Under Stentor's Articles, any holder of Stentor Preferred Ordinary
Shares may exercise the right to convert his/her shares into
Stentor Ordinary Shares on certain dates which are linked to the
posting of Stentor's interim and year end financial results to
Stentor Shareholders. Stentor's annual report and accounts were
posted to Stentor Shareholders on 27 May 2000. Therefore, any
holder of Stentor Preferred Ordinary Shares may elect in
accordance with the Articles to convert his/her holding into
Stentor Ordinary Shares on 27 June 2000. A Stentor Shareholder who
elects to convert his/her Stentor Preferred Ordinary Shares into
Stentor Ordinary Shares will, should he/she decide to accept the
Ordinary Offer, receive the same consideration that he/she would
have received had he/she decided to accept the Preferred Offer and
not to convert his/her shares.

Further terms of the Offers

The Stentor Shares will be acquired under the Offers fully paid
and free from all liens, equities, charges, encumbrances, rights
of pre-emption and any other third party rights of any nature and
together with all rights attaching to them, including the right to
receive and retain all dividends and other distributions, if any,
declared, made or paid after the date of this announcement.

Other arrangements

It was a term of each of the Shareholder Loans that if Stentor
were subject to a successful offer which valued its ordinary share
capital (in the case of CRBF) or its share capital (in the case of
F&C) in excess of IR#6 million, it shall pay a fee to each of CRBF
and F&C equal to 0.5 per cent. of the value of such offer in
excess of IR#6 million. Consequently, if the Offers become
unconditional, under the previous terms of the Shareholder Loans,
Stentor would have been obliged to make a payment of approximately
IR#200,000 to each of CRBF and F&C.

The terms of the Shareholder Loan between Stentor and CRBF were
amended on 24 May 2000 to waive the payment obligation referred to
above, subject to an offer being made for Stentor by nevada
tele.com at a value of not less than #36 million and such offer
becoming or being declared unconditional in all respects. However,
no such amendment has been agreed between Stentor and F&C and
consequently, should the Offers become or be declared wholly
unconditional, a payment obligation will arise whereby Stentor
will be obliged to pay to F&C, in addition to the principal sum
due, a fee of approximately IR#200,000.

SCL, a wholly-owned subsidiary of Stentor, has a 20 per cent.
equity shareholding in BuyandSell. BuyandSell carries on business
as a free ISP focusing on the consumer market in the Republic of
Ireland. The other shareholders in BuyandSell are CRBF and B&S
Limited.

Subject to the Offers becoming wholly unconditional, CRBF has
released SCL from its obligation to gift up to approximately 12.5
per cent. of its shareholding in BuyandSell to CRBF in the event
of the flotation or sale of BuyandSell. In addition, subject to
the Offers becoming wholly unconditional, BuyandSell, CRBF and B&S
Limited have agreed to reduce the ambit of SCL's restrictive
covenants in favour of BuyandSell. However, the Stentor Group will
continue to be restricted from carrying on or being engaged,
interested or concerned in carrying on directly the provision of
Internet access to consumers and whose principal market is the
Republic of Ireland and from competing with BuyandSell in the
Republic of Ireland. The supply or provision of any products or
services to certain past and present customers or clients of
BuyandSell and the solicitation or employment of certain past or
present senior or key employees of BuyandSell by the Stentor Group
will also be restricted.  However, the Stentor Group will not be
restricted from providing virtual ISP services.

Under the articles of association of BuyandSell, SCL will, on the
Offers becoming or being declared wholly unconditional, be deemed
to have offered its BuyandSell shares to CRBF and B&S Limited at
the fair value of such shares between a willing seller and a
willing buyer as determined by the auditors of BuyandSell. nevada
tele.com may be interested in SCL retaining a stake in BuyandSell
if an offer is made for only part of its shareholding by CRBF
and/or B&S Limited.

Stentor Shareholder Loans

Upon the Offers becoming wholly unconditional, the Shareholder
Loans made to Stentor by CRBF and F&C, amounting on 26 May 2000 to
IR#6,003,505 and IR#3,255,240 respectively, become payable
together with any interest outstanding and the fee of
approximately IR#200,000 payable to F&C as referred to above.

Financing of the Offers

The cash requirements of nevada tele.com in making the Offers will
be funded through loans provided by the nevada tele.com
Shareholders. The nevada tele.com Shareholders will fund these
cash requirements out of their own existing cash reserves and
credit facilities.

Undertakings to accept the Offers

Those of the Stentor Directors with interests in or rights over
Stentor Shares are Gerard O'Keeffe, who holds 1,637 Stentor
Ordinary Shares and 477,030 1998 Options and Malachy Harkin, who
holds 1,071 Stentor Ordinary Shares and 413,510 1998 Options. In
addition, Stentor's company secretary, Paul O'Brien, holds 36,731
Stentor Ordinary Shares, 202,611 1998 Options, 35,000 1996
Options, and 3,524 1997 Warrants. These individuals have given
nevada tele.com irrevocable undertakings to accept the Ordinary
Offer in respect of their entire holdings which represent 0.3 per
cent. of the current issued ordinary share capital, 3.3 per cent.
of the Enlarged Issued Ordinary Share Capital and 0.1 per cent. of
the Post Conversion Issued Ordinary Share Capital (assuming that
they do not exercise any of their Warrants and Options with
exercise prices in excess of 29.3 pence per share).

CRBF has also given nevada tele.com an irrevocable undertaking to
accept the Ordinary Offer in respect of its entire beneficial
holding of 1,697,500 Stentor Ordinary Shares representing
approximately 12 per cent. of the current issued ordinary share
capital of Stentor. It has also given an undertaking to accept the
Ordinary Offer with respect to any new Stentor Ordinary Shares
which may be issued as a consequence of the exercise of any of the
7,260,121 1998 Warrants held by it which, if converted into
Stentor Ordinary Shares, would amount, together with its existing
beneficial holding of Stentor Ordinary Shares, to 8,957,621
Stentor Ordinary Shares, representing approximately 37 per cent.
of the Enlarged Issued Ordinary Share Capital. In addition, CRBF
has undertaken to accept the Preferred Offer in respect of its
entire holding of 7,320,365 Stentor Preferred Ordinary Shares,
representing approximately 94 per cent. of the current issued
preferred ordinary share capital of Stentor, if and when requested
to do so by nevada tele.com. CRBF is obliged to convert such
proportion of its Stentor Preferred Ordinary Shares as nevada
tele.com shall direct into Stentor Ordinary Shares (the "CRBF
Converted Shares") during the Offer Period and accept the Ordinary
Offer with respect to these CRBF Converted Shares.

F&C has also given nevada tele.com an irrevocable undertaking to
accept the Ordinary Offer in respect of its entire beneficial
holding of 1,636,100 Stentor Ordinary Shares representing
approximately 12 per cent. of the current issued ordinary share
capital of Stentor. F&C has also given an undertaking to accept
the Ordinary Offer with respect to any new Stentor Ordinary Shares
which may be issued as a consequence of the exercise of any of the
1,471,515 1998 Warrants held by it, which if converted into
Stentor Ordinary Shares, would amount, together with F&C's
existing beneficial holding of Stentor Ordinary Shares, to
3,107,615 Stentor Ordinary Shares, representing approximately 13
per cent. of the Enlarged Issued Ordinary Share Capital. In
addition, F&C has undertaken to accept the Preferred Offer in
respect of its entire holding of 370,673 Stentor Preferred
Ordinary Shares, representing approximately 5 per cent. of the
current issued convertible preferred ordinary share capital of
Stentor, if and when requested to do so by nevada tele.com. F&C is
obliged to convert such proportion of its Stentor Preferred
Ordinary Shares as nevada tele.com shall direct into Stentor
Ordinary Shares ("F&C Converted Shares") during the Offer Period
and accept the Ordinary Offer with respect to these F&C Converted
Shares.

All of the above parties have further undertaken to accept any
proposals made by nevada tele.com with respect to any remaining
Warrants and Options held by them at the time such proposals are
made.

If none of the Stentor Preferred Ordinary Shares beneficially
owned by CRBF or F&C were converted into Stentor Ordinary Shares
during the Offer Period, as regards the Ordinary Offer, the
Stentor Ordinary Shares, Warrants and Options (with the exception
of Warrants and Options with exercise prices in excess of 29.3
pence per share) to which the total undertakings relate amount, in
aggregate, to 12,854,856 Stentor Ordinary Shares representing
approximately 54 per cent. of the Enlarged Issued Ordinary Share
Capital. As regards the Preferred Offer, the Stentor Preferred
Ordinary Shares to which the total undertakings relate amount in
aggregate to a total of 7,691,038 Stentor Preferred Ordinary
Shares representing approximately 98 per cent. of the current
issued convertible preferred ordinary share capital.

However, should CRBF and (to the extent necessary) F&C be required
by nevada tele.com to convert up to 3,748,885 Stentor Preferred
Ordinary Shares into 48,735,505 Stentor Ordinary Shares, pursuant
to their right to do so under Stentor's Articles, and assuming
that no other Stentor Shareholder elects to convert his/her
Stentor Preferred Ordinary Shares, then the Stentor Ordinary
Shares and the Stentor Preferred Ordinary Shares to which the
total undertakings relate would amount to 52,108,544 Stentor
Ordinary Shares and 3,942,153 Stentor Preferred Ordinary Shares
representing in excess of 80 per cent. of the Post Conversion
Issued Ordinary Share Capital and approximately 97 per cent. of
the issued convertible preferred ordinary share capital following
such conversion. This assumes that none of the parties from whom
irrevocable undertakings have been obtained has exercised any
Warrants or Options held by it. These percentage shareholdings are
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.

These undertakings may not be withdrawn in the event of a higher
competing offer being made for Stentor.

Background to and reasons for the Offers

The acquisition of Stentor is expected to accelerate significantly
nevada tele.com's plan to obtain market share in the business
market in the Republic of Ireland.

The key reasons for acquiring Stentor are as follows:

Increase in nevada tele.com's addressable market

The Irish telecommunications sector is expanding rapidly. nevada
tele.com believes that the acquisition of Stentor would allow
nevada tele.com to increase substantially its addressable market
and bring forward the time-to-market for nevada tele.com to become
an all-Ireland telecoms operator.

Increase in network coverage

Stentor's network in the Republic of Ireland connects Dublin, Cork
and Shannon, and has points of presence in New York and London.
These locations are connected by a network with asynchronous
transfer mode ("ATM"), voice and Internet Protocol ("IP")
capabilities. These capabilities are provided by a 300 E1 port
Alcatel central office switch in Dublin, Lucent Definity access
switches in London, New York, Shannon and Cork, and 18 Nortel ATM
data switches deployed across all these locations. In addition,
Stentor has Cisco 7200 routers installed in Dublin, London and New
York.

Stentor's network will provide nevada tele.com with immediate
coverage of the three major cities in Ireland - Belfast, Dublin
and Cork - as well as other business areas.

Expansion of customer base

Stentor has an established blue-chip customer base in the Republic
of Ireland in the fast growing international call centre market.

Management and employees

Stentor currently has 37 employees. nevada tele.com believes that
its future growth and development will benefit from the addition
of Stentor's employees to nevada tele.com's existing work force.

Enhanced revenues

nevada tele.com believes it will be able to leverage Stentor's
network with nevada tele.com's portfolio of data and Internet
services.

Information on nevada tele.com

nevada tele.com is a joint venture between wholly-owned
subsidiaries of Energis and Viridian and was incorporated in
Northern Ireland in March 1999. It commenced trading in August
1999 and entered into agreements, both with respect to certain
assets held by NIE Telecommunications Limited (a subsidiary of
Viridian) and with respect to the acquisition of Creative Online
Media Limited, a Northern Ireland Internet solutions company.

The building of nevada tele.com's Belfast metropolitan network
commenced in September 1999 and was completed in February 2000.
The first telecoms service was launched in October 1999 with the
unique one rate tariff for any call made within Northern Ireland.
In February 2000, nevada tele.com completed its move to a new
corporate headquarters which contains the integrated voice, data
and Internet operations, network monitoring, data centre and
customer care facilities.

Information on Energis

Energis, founded in 1993, is a FTSE 100 business
telecommunications and Internet company. Its UK network is built
primarily along The National Grid Group plc's electricity pylon
infrastructure. The company has over 6,800 kilometres of fibre
optic cable in the UK and offers a full portfolio of voice, data,
IP and Internet services.

In Continental Europe, Energis has acquired Unisource Carrier
Services (now known as Energis Carrier Services B.V. or ECS), a
pan-European carriers' carrier; Business Online, a German ISP;
Enertel N.V., a Dutch alternative telecoms operator; and
carrier24, a German fibre optic telecoms network.

For the year ended 31 March 1999, Energis had turnover of #285.6
million, EBITDA of #49.7 million and a net loss before taxation of
#31.1 million. As at 30 September 1999, Energis had unaudited net
assets of #336.5 million and unaudited net debt of #359.7 million.
The unaudited preliminary announcement of the financial results of
Energis on 16 May 2000 for the 12 months ended 31 March 2000
showed total turnover of #494.0 million, EBITDA of #92.3 million
and a net loss before taxation of #41.4 million.

Information on Viridian

Viridian is Northern Ireland's largest company by turnover and is
listed on both the London and Irish Stock Exchanges.

The largest company in the Viridian group is Northern Ireland
Electricity (NIE), which supplies more than 680,000 homes and
businesses in Northern Ireland.

Since 1998, the Viridian group has developed a range of companies
including Sx3, which provides technology based business
outsourcing solutions; financial services company, Open+Direct;
and telecommunications and Internet company, nevada tele.com, its
joint venture with Energis.

Other members of the Viridian group include Energia, which
supplies electricity to the competitive marketplace; industrial
contractor Powerteam; and Viridian Power Resources, which has
interests in power generation.

For the year ended 31 March 2000, Viridian had turnover of #566.3
million and a net profit before taxation of #89.5 million.  As at
31 March 2000, Viridian's net assets were #329.3 million and its
net debt position was #151.2 million.

Information on Stentor

Stentor, headquartered in Dublin and quoted on AIM in London, is
an international telecoms company specialising in voice, data,
Internet and e-commerce services. Stentor targets mainly business
customers and the fast growing international call centre market in
the Republic of Ireland. Stentor's network in the Republic of
Ireland connects Dublin, Cork and Shannon and has points of
presence in London and New York.

For the year to 31 March 2000, Stentor had turnover of IR#7.5
million and negative EBITDA of IR#3.9 million.

Management and employees

nevada tele.com has given assurances to the Stentor Board that the
existing employment rights, including pension rights, of the
employees of Stentor will be fully safeguarded.

Stentor Share Option Scheme

The Ordinary Offer extends to Stentor Ordinary Shares which are
unconditionally allotted or issued upon the exercise of Options
granted under the Stentor Share Option Scheme or under the 1996
Option Agreements whilst the Ordinary Offer remains open for
acceptance or until such earlier time as nevada tele.com may
decide.

Appropriate proposals will be made in due course to Optionholders,
subject to the Offers becoming or being declared unconditional in
all respects.

Stentor Warrants

The Ordinary Offer extends to Stentor Ordinary Shares which are
unconditionally allotted or issued upon the exercise of
subscription rights granted to Warrantholders under the warrant
instruments whilst the Ordinary Offer remains open for acceptance
or until such earlier time as nevada tele.com may decide.

Appropriate proposals will be made in due course to those
Warrantholders entitled to subscribe for Stentor Ordinary Shares,
subject to the Offers becoming or being declared unconditional in
all respects.


Overseas Shareholders

The availability of the Offers to persons outside the Republic of
Ireland and the United Kingdom may be affected by the laws of
other jurisdictions. Such persons should inform themselves about
and observe any applicable requirements of those jurisdictions.

Unless nevada tele.com otherwise determines, the Offers will not
be made, directly or indirectly, in or into the United States 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 United
States or Canada. This includes, but is not limited to, the post,
facsimile transmissions, telex and telephone. Accordingly, copies
of this announcement, the Offer Document, the Forms of Acceptance
and any related documents will not be sent and must not be mailed
or otherwise distributed or sent in or into the United States or
Canada including to Stentor Shareholders, Optionholders or
Warrantholders with registered addresses in the United States or
Canada or to or by nominees, trustees or custodians holding
Stentor Shares, Options or Warrants for such persons with
registered addresses in the United States or Canada. Persons
receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute or send
them in, into or from the United States or Canada or use the
United States or Canadian mails or any such means, instrumentality
or facility for any purpose, directly or indirectly, in connection
with the Offers, and so doing may invalidate any related purported
acceptance of the Offers. 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.

General

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

Save as set out in this announcement, neither nevada tele.com,
Energis or Viridian nor any of their directors nor, so far as they
are aware, any person deemed to be acting in concert with their
directors, owns or controls any Stentor Shares or holds any
Options or Warrants to acquire any Stentor Shares, or has entered
into any derivative referenced to securities of Stentor which
remains outstanding or has obtained any irrevocable undertaking to
accept the Offers.

As soon as the board of nevada tele.com considers it appropriate
to do so, and subject to the Offers becoming unconditional in all
respects, nevada tele.com intends to apply for cancellation of
Stentor's listing of the Stentor Ordinary Shares and the 1997
Warrants on AIM and, subject to satisfaction of the relevant
conditions, to re-register Stentor as a private company under the
relevant provisions of the Companies (Amendment) Act, 1983.
Cancellation of Stentor's listing would significantly reduce the
liquidity and marketability of any Stentor Ordinary Shares not
tendered to under the Ordinary Offer.

If the Offers become, or are declared, unconditional in all
respects and sufficient acceptances are received, nevada tele.com
intends 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.

The conditions and certain further terms of the Offers are set out
in Appendix I to this announcement. Appendix II to this
announcement sets out the bases and sources of certain information
used within this announcement and Appendix III to this
announcement contains definitions of certain terms used within
this announcement.

The Offer Document, setting out details of the Offers, and the
Form(s) of Acceptance, will be posted to Stentor Shareholders as
soon as practicable and, in any event, not later than 28 days
after the date of this announcement.

This announcement does not constitute an offer or an invitation to
purchase any securities.


Enquiries:

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

Energis plc
Tracey Lambert           Investor Relations       [phone]

Viridian Group PLC
Peter Gavan              Group Communications     [phone]

Dresdner Kleinwort Benson                         [phone]
Nicholas Lee
Hugo Montgomery

Citigate Dewe Rogerson                            [phone]
Tony Carlisle
Alexandra Scrimgeour

Stentor plc
Gerard O'Keeffe          Chief Executive         [phone]

John East & Partners Limited                     [phone]
Jeffrey M Coburn

Dresdner Kleinwort Benson, 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 Dresdner
Kleinwort Benson or for providing advice in relation to the
Offers.

The contents of this announcement, which have been prepared by and
are the sole responsibility of nevada tele.com, Energis, Viridian
and Stentor on the terms set out below, have been approved by
Dresdner Kleinwort Benson, which is regulated in the conduct of
investment business in the United Kingdom by The Securities and
Futures Authority Limited, for the purposes of Section 57 of the
Financial Services Act 1986.

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

The availability of the Offers to persons not resident in the
Republic of Ireland or in the United Kingdom may be affected by
the laws of the relevant jurisdictions. Persons who are not
resident in the Republic of Ireland or in the United Kingdom
should inform themselves about and observe any applicable
requirements.

Unless nevada tele.com otherwise determines, the Offers will not
be made, directly or indirectly, in or into the United States 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 United
States or Canada. This includes, but is not limited to, the post,
facsimile transmissions, telex and telephone. Accordingly, copies
of this announcement, the Offer Document, the Forms of Acceptance
and any related documents will not be sent and must not be mailed
or otherwise distributed or sent in or into the United States or
Canada including to Stentor Shareholders, Optionholders or
Warrantholders with registered addresses in the United States or
Canada or to or by nominees, trustees or custodians holding
Stentor Shares, Options or Warrants for such persons with
registered addresses in the United States or Canada. Persons
receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute or send
them in, into or from the United States or Canada or use the
United States or Canadian mails or any such means, instrumentality
or facility for any purpose, directly or indirectly, in connection
with the Offers, and so doing may invalidate any related purported
acceptance of the Offers. 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.

The nevada tele.com Directors, the Energis Directors and the
Viridian Directors accept responsibility for the information
contained in this announcement, other than the information
contained in this announcement relating to the Stentor Group or
the Stentor Directors and their immediate families and persons
connected with them (within the meaning of section 26 of the
Companies Act 1990). 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 for which they are
responsible contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import
of such information.

The Stentor Directors accept responsibility for the information
contained in this announcement relating to the Stentor Group or
the Stentor Directors and their immediate families and persons
connected with them (within the meaning of section 26 of the
Companies Act 1990). To the best of the knowledge and belief of
the Stentor Directors (who have taken all reasonable care to
ensure that such is the case) the information for which they are
responsible contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import
of such information.

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