Acquisition

Montpellier Group PLC
4 March 2002

Montpellier Group plc (Montpellier' or 'the Company') announces that on 1 March
2002, the Company and Forvaltnings AB Browallia ('Forvaltnings') entered into a
contract under which, upon the obtaining of the approval of Shareholders, the
Company will be entitled to require Forvaltnings to procure the sale of certain
assets of Union Limited, comprising the freehold property at 39 Cornhill, London
EC3, the entire issued share capital of Union Investment Management Limited ('
UIM') and 12,775,000 ordinary 10p shares in Jarvis Porter Group plc to the
Montpellier Group for a consideration of £13.7 million ('the Acquisition'). The
consideration is to be satisfied by the issue of 17,461,834 new ordinary 10p
shares in the Company ('New Ordinary Shares') to The Union Discount Company of
London Limited ('UDC'), a subsidiary of Union at a price of 37p per share and
£7.2 million in cash, payable on completion. An additional cash consideration
will be payable equal to the net asset value of UIM as at the day before
completion of the Acquisition.

The Acquisition is conditional on shareholders' approval to enter into the
agreement, to the issue of the New Ordinary Shares and on independent
shareholders' approval being given to the Whitewash Resolution to facilitate the
Acquisition and on Admission.

Information on the Union Assets

The assets currently owned by the Union Group which it is proposed that
Montpellier should purchase are:

•        the Union Discount building at 39 Cornhill, London EC3, located in the
heart of the City of London which comprises 23,000 sq ft of office space on six
floors. Montpellier will continue to occupy part of the property and will
sub-let the balance

•        all the issued shares of UIM, the subsidiary within the Union Group
which has the benefit of regulatory approval to carry on corporate finance and
investment business, together with the right, as against the Union Group, to
carry on corporate finance business under the Union name. The acquisition of UIM
will also be subject to approval by the Financial Services Authority

•        12,775,000 ordinary shares of 10p each in Jarvis Porter Group plc ('
Jarvis Porter'), a company the issued ordinary shares of which are traded on
AIM, representing approximately 26.6 per cent of the issued share capital of
Jarvis Porter. Jarvis Porter is currently a cash shell company whose net asset
value was 30.6p per share as at 31 August 2001.

The purchase price to be paid for the Union Assets will be apportioned as to:

•        £11 million for the freehold property at 39 Cornhill, London EC3;

•        the net asset value of UIM as at the close of business on the day
before completion of the Acquisition (as at 31 December 2000, the net asset
value of UIM was £539,178); and

•        £2,712,000 for the 12,775,000 shares in Jarvis Porter, representing a
price of approximately 21.23p per share which was the market value of the Jarvis
Porter shares on the day when Forvaltnings and Montpellier identified the assets
which might be included in the proposed sale.

Background to and Reasons for the Acquisition

Montpellier currently has three distinct but complementary operating divisions
namely construction, property and investment. It has been the intention of your
Board for some time to identify an opportunity to strengthen the investment
division. Your Board considers that the acquisition of the Union Assets will be
a significant step in achieving that goal for the following reasons:

•        the acquisition of the freehold property at 39 Cornhill represents an
excellent investment for the Group. Montpellier will continue to occupy part of
the property as its headquarters and will let out the balance;

•        the Union name has been established in the City since 1885. The
acquisition of UIM's network of contacts in the area of corporate finance and
investments will assist Montpellier to achieve the intended growth of its
investment division;

•        the acquisition of the Jarvis Porter shares will give the Group the
opportunity to work with Jarvis Porter's management and other shareholders to
increase shareholder value.

Following completion of the Acquisition, Montpellier intends to carry on
corporate finance activities under the 'Union' name and with the benefit of the
goodwill attaching to the use of the Union name. To enable the corporate finance
activities to continue under the ownership of Montpellier, Montpellier intends
to offer contracts of employment to certain corporate finance employees,
administrative employees and secretarial staff who are currently employees of
companies within the Union Group.

The Acquisition is subject to the approval of the Company's shareholders as a
related party transaction in accordance with the provisions of section 320 of
the Companies Act 1985 in view of the interest of Mr Gyllenhammar (a director of
Montpellier) in Forvaltnings, the parent company of the Union Group.

It is intended that application will be made for the New Ordinary Shares, which
will rank pari passu in all respects with the Existing Ordinary Shares,
including entitlements to all dividends declared, made or paid hereafter other
than the final dividend payable in respect of the year ended 30 September 2001,
to be admitted to AIM and it is expected that dealings will commence on 4 April
2002.

The Concert Party

On 1 March 2002, as part of a reorganisation of the group of companies owned by
Forvaltnings, Browallia International BV ('Browallia'), a subsidiary of
Forvaltnings, declared a dividend in favour of Forvaltnings which was satisfied
by the transfer to Forvaltnings of all the issued shares of Browallia plc.
Browallia had earlier transferred to Browallia plc those shares in Union owned
by it so that, at the time of the transfer of Browallia plc to Forvaltnings,
Browallia plc owned all the issued shares of Union. Subsequently, UDC, a wholly
owned subsidiary of Union, acquired all the issued shares of Browallia from
Forvaltnings. As a result, UDC now owns Browallia which continues to own
22,538,166 Existing Ordinary Shares in the Company, representing approximately
37.01 per cent of the Existing Ordinary Shares.

Peter Gyllenhammar, Deputy Chairman of the Company, is also a director of
Forvaltnings and of Union and holds an option over 2,500 ordinary shares of SEK
100 each of Forvaltnings, representing 50 per cent. of the equity capital of
Forvaltnings.

For the purposes of the City Code on Takeovers and Mergers ('the City Code'),
Peter Gyllenhammar and Mr and Mrs Ulf G Linden are persons acting in concert
with Forvaltnings which controls Browallia plc, which in turn controls Union,
which in turn controls UDC, which in turn controls Browallia. Accordingly,
Browallia, UDC, Union, Browallia plc, Forvaltnings, Mr Gyllenhammar and Mr and
Mrs Linden are deemed to be acting in concert in relation to the Company.

The City Code

The Acquisition gives rise to certain considerations under the City Code.

The City Code has not, and does not seek to have, the force of the law. It has,
however, been acknowledged by both the UK government and other UK regulatory
authorities that those who seek to take advantage of the facilities of the
securities markets in the UK should conduct themselves in matters relating to
takeovers in accordance with the City Code. The City Code is issued and
administered by the Panel on Takeovers and Mergers ('the Panel').

Under Rule 9 of the City Code, any person who acquires, whether by a series of
transactions over a period of time or not, shares which (taken together with
shares held or acquired by persons acting in concert with him) carry 30 per
cent. or more of the voting rights of a company is normally required by the
Panel to make a general offer to the shareholders of that company to acquire the
balance of the equity share capital of the company at the highest price paid by
him or any person acting in concert with him in the previous 12 months.

Rule 9 of the City Code also provides, inter alia, that where any person, who,
together with persons acting in concert with him, holds not less than 30 per
cent. but not more than 50 per cent. of the voting rights of the company,
acquires additional shares which carry voting rights, then, except with the
consent of the Panel, that person must make a general offer to the other
shareholders to acquire the balance of the shares not held by that person at the
highest price paid by him or any person acting in concert with him in the
previous 12 months.

The Panel has agreed, subject to the Whitewash Resolution being passed on a poll
by the Independent Shareholders at the Extraordinary General Meeting, to waive
the requirement for the Concert Party, collectively and/or individually, to make
a general offer for the issued share capital of the Company under Rule 9 of the
Code, as a result of the issue to UDC of the New Ordinary Shares on completion
of the Acquisition

Immediately following completion of the Acquisition, UDC and Browallia will own
a total of 40,000,000 Montpellier Shares. As no other member of the Concert
Party will own any Montpellier Shares, the aggregate shareholding of the Concert
Party will therefore comprise 40,000,000 Montpellier Shares, representing
approximately 51.05 per cent of the issued share capital of Montpellier as
enlarged following the issue of the New Ordinary Shares on completion of the
Acquisition.

The holders of Existing Ordinary Shares should note that, if the Whitewash
Resolution is passed, the Concert Party, and any persons acting in concert with
any member of the Concert Party, will control in excess of 50 per cent, of the
issued share capital of the Company. Accordingly, for so long as the Concert
Party remains in existence and its members, and any persons acting in concert
with any member of the Concert Party, continue to hold more than 50 per cent. of
the issued Ordinary Shares, the Concert Party and each member of the Concert
Party, and any persons acting in concert with any member of the Concert Party,
will be entitled to increase his or its interest in the share capital of the
Company without incurring a further obligation under Rule 9 of the City Code to
make a general offer.

Information on Browallia and the Union Group

Browallia is a private company, incorporated and registered in the Netherlands.
It was established in 1995 as a corporate finance vehicle to invest in companies
predominantly in the small cap sector and other opportunities such as commercial
property. Browallia has invested principally in the UK.

In the summer of 2001, Browallia caused its newly incorporated wholly owned
subsidiary, Browallia plc to acquire all the issued shares of Union in a public
offer which valued Union at £29.34 million. Union, then registered as a public
company with the name Union PLC (subsequently re-registered as Union Limited on
10 October 2001), was the parent company of a group which had in former times
been widely engaged in banking, futures and foreign exchange broking, corporate
finance and investment management businesses but which, as a result of
disposals, had by then significantly reduced its operating activities At the
date of this document, the investment management and corporate finance
businesses carried on by UIM are the only businesses carried on within the Union
Group.

Intentions of the Union Group and Concert Party

The members of the Concert Party have confirmed that it would be their intention
that, following the increase in their proportionate shareholding as a result of
the receipt by UDC of the New Ordinary Shares upon completion of the
Acquisition, the business of the Company will be continued in substantially the
same manner as at present, with no major changes. The Concert Party is also not
intending to prejudice the existing employment rights, including pension rights,
of any of the employees of the Company.

Current Trading

Members of the Group have continued to secure work at acceptable margins. The
property businesses have made further land sales with others in negotiation. The
Directors are confident as to the prospects of the Group.

Strategy and Prospects of the Group

Following completion of the Acquisition, Montpellier's strategy will be to
continue to seek investments in sectors in which the Group has or can readily
acquire, a competitive expertise and to build on the expertise it has already in
the property, construction, fund management and strategic corporate advisory
sectors with a view to becoming a more broadly based and diversified business.

Further Information

The Company has today issued a circular to its shareholders giving further
information on the Acquisition containing an independent valuation of 39
Cornhill, London EC3, financial information on UIM, financial information on
Montpellier, UDC, Union, Browallia and Forvaltnings and additional information
on Montpellier and the members of the Concert Party.

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