Statement re Possible Offer

Montpellier Group PLC 31 July 2001 Montpellier Group plc ('Montpellier') announces that it is considering making a cash offer to acquire VHE Holdings plc ('VHE'). It has not yet approached the board of VHE but intends to do so with a view to seeking a recommendation, however, this is not a pre-condition to making any offer. Montpellier has received an irrevocable undertaking dated 31 July 2001 from Mr B M Thomson under the terms of which Mr Thomson has undertaken that should Montpellier make a cash offer at a value of 28p per ordinary share to acquire the whole of the issued and, to be issued ordinary share capital of VHE, other than the ordinary shares already held by Montpellier, he will accept such an offer in respect of his own shares and procure acceptance in respect of shares held by his related family trusts amounting in aggregate to 10,160,773 ordinary shares, representing approximately 31.65 per cent. of VHE's ordinary share capital. The undertaking will lapse on 31 August 2001 unless an offer document setting out the terms of an offer by, or on behalf of, Montpellier has by that time been sent to VHE shareholders. These shares in respect of which rights have been granted to Montpellier by the irrevocable undertaking from Mr Thomson taken together with the 6,435,950 shares already held by Montpellier represent 51.70 per cent. of VHE's existing issued share capital.
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