Offer Update

Montpellier Group PLC 17 September 2001 Montpellier Group plc ('Montpellier') Cash Offer for VHE Holdings plc Offer Update Montpellier is pleased to declare its offer for VHE wholly unconditional. As at 3.00 pm on 17 September 2001, valid acceptances of the Offer have been received in respect of 11,482,427 ordinary shares in VHE, representing approximately 35.77 per cent. of the existing issued ordinary share capital of VHE. The acceptances received include acceptances in respect of 10,097,038 VHE shares held by Mr B M Thomson and his family trusts which were the subject of an irrevocable undertaking over 10,160,733 shares. Montpellier already owns 6,410,950 VHE shares which represent 19.97 per cent. of VHE existing issued ordinary shares. The acceptances received and shares already held by Montpellier in aggregate represent 55.74 per cent. of VHE's existing issued share capital. The Offer will remain open for acceptance until further notice. 6,410,950 VHE Shares were held by Montpellier prior to the commencement of the offer period representing 19.97 per cent. of VHE's issued ordinary share capital. A further 25,000 VHE Shares were held by Peter Gyllenhammar, Non-executive Deputy Chairman of Montpellier. Save as disclosed above, neither Montpellier nor any party deemed to be acting in concert with Montpellier otherwise hold, have acquired or agreed to acquire any VHE Shares during the Offer period. Save for the 25,000 VHE Shares held by Peter Gyllenhammar, no acceptances of the Offer have been received from persons deemed to be acting in concert with Montpellier. This announcement, for which the Directors of Montpellier are responsible, has been approved for the purpose of Section 57 of the Financial Services Act 1986 by Rowan Dartington & Co. Limited. Rowan Dartington & Co. Limited, which is regulated by the Securities and Futures Authority Limited, is acting as financial adviser to Montpellier and no-one else in relation to the Offer and will not regard any other person as its customer or be responsible to anyone other than Montpellier for providing the protections afforded to customers of Rowan Dartington nor for providing advice in relation to the Offer.
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