Stentor PLC - Offers by nevada tele.com Pt1

RNS Number:3453L
Stentor PLC
30 May 2000




The headline for the Stentor Plc announcement released today at 07:23 under RNS
No 3391L should read "Offers by nevada tele.com". 

The full text shown below remains unchanged.



PART 1

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

Summary

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.

nevada tele.com is a joint venture between wholly-owned
subsidiaries of Energis and Viridian and commenced trading in
August 1999. Since then it has developed a new telecommunications
network and launched integrated voice, data, e-commerce and
Internet services focused on the business sector.

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 a turnover of IR#7.5
million and negative EBITDA of IR#3.9 million.

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. In particular, the acquisition
will:

- increase substantially nevada tele.com's addressable market;

- bring forward the time-to-market for nevada tele.com to become
  an all-Ireland telecoms operator;

- expand nevada tele.com's customer base into the Republic of
  Ireland; and

- leverage Stentor's network with nevada tele.com's portfolio of
  data and Internet services.

The Ordinary Offer will be 29.3 pence (Sterling) in cash for each
Stentor Ordinary Share and the Preferred Offer will be 380.9 pence
(Sterling) in cash for each Stentor Preferred Ordinary Share.

The Offers value the Enlarged Issued Ordinary Share Capital and
the convertible preferred ordinary share capital of Stentor at
approximately #36.0 million (Sterling), on the basis that Warrants
and Options with exercise prices in excess of 29.3 pence
(Sterling) 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.

nevada tele.com has received irrevocable undertakings to accept
the Offers from CRBF and one other significant Stentor
Shareholder, those Stentor Directors with interests or rights over
Stentor Shares and Stentor's company secretary in respect of, in
aggregate, 3,373,039 Stentor Ordinary Shares, Warrants convertible
into 8,731,636 Stentor Ordinary Shares at any time and 750,181
Options over Stentor Ordinary Shares (such numbers of Warrants and
Options exclude 3,524 Warrants and 377,970 Options in respect of
which irrevocable undertakings to accept the Offers have been
given but which have exercise prices in excess of 29.3 pence
(Sterling) per share) and 7,691,038 Stentor Preferred Ordinary
Shares. These undertakings may not be withdrawn in the event of a
higher competing offer being made for Stentor.

As regards the Ordinary Offer, the Stentor Ordinary Shares,
Warrants and Options (excluding Warrants and Options with exercise
prices of more than 29.3 pence (Sterling) per share) to which the
above undertakings relate represent approximately 54 per cent. of
the Enlarged Issued Ordinary Share Capital. As regards the
Preferred Offer, the Stentor Preferred Ordinary Shares to which
the above undertakings relate represent approximately 98 per cent.
of the current issued convertible preferred ordinary share capital
of Stentor. The two significant holders of Stentor Preferred
Ordinary Shares can be required to convert such proportion of
their Stentor Preferred Ordinary Shares into Stentor Ordinary
Shares as nevada tele.com shall direct such that the above
undertakings would relate to in excess of 80 per cent. of both the
Post Conversion Issued Ordinary Share Capital and the issued
convertible preferred ordinary share capital of Stentor following
such conversion. This is expected to enable nevada tele.com to
acquire compulsorily, under Irish company law, any outstanding
Stentor Shares not acquired or agreed to be acquired pursuant to
the Offers or otherwise.


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 (being the directors of
Stentor other than Charles Jillings) 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.

Commenting on the Offers, Mike Grabiner, Chief Executive of
Energis, said:

"This is a good deal for all parties and allows nevada tele.com to
build strongly Stentor's franchise in the Republic of Ireland and
with all-Ireland corporates."

Patrick Haren, Group Chief Executive of Viridian, said:

"With this transaction we are greatly expanding the scope and
potential for nevada tele.com, creating growth prospects for
employees, customers and shareholders alike."

Irene Cackett, Managing Director of nevada tele.com, said:

"We are delighted to be making this offer to acquire Stentor.  It
opens up a much wider perspective for the enlarged nevada tele.com
business and one that we shall now work energetically to
capitalise upon."

Gerard O'Keeffe, Chief Executive of Stentor, said:

"nevada tele.com is the natural fit for Stentor. It will secure
the future of the business and allow Stentor to realise the
opportunities available in all-Ireland telecoms."

This summary should be read in conjunction with the full text of
this announcement.

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

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.

MORE TO FOLLOW

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