Acq/Placing & Open Offer. etc

Manx & Overseas PLC
16 June 2000


MANX & OVERSEAS PLC ACQUISITION OF NETCENTRIC SYSTEMS LIMITED £4 m PLACING,
OPEN OFFER, ADOPTION OF NEW SHARE OPTIONS SCHEME AND ARTICLES OF ASSOCIATION
AND CHANGE OF NAME

KEY POINTS

- AIM quoted Manx & Overseas PLC ('Manx' or 'the Company') has conditionally
  agreed to acquire Netcentric Systems Ltd. ('Netcentric') for a consideration
  of up to £5.0 million - £2.0 million of which is subject to future            
 performance
- Consideration to be satisfied entirely by the issue of new ordinary shares
- Stockbrokers WH Ireland has arranged a placing raising £4.0 million gross of
  issue expenses
- Open offer to existing shareholders to raise up to £2.4m
- Following completion of the transaction Manx intends to dispose of all its
  current property assets
- Netcentric, which was founded by husband and wife Jane and Keith Garrett,
  develops and markets sophisticated, but user friendly, web content            
management software.
- Manx is seeking shareholder approval to change its name to Netcentric
  Systems Plc.
- The proceeds of the placing and open offer (the 'Placing and Open Offer')
  will be used to develop Netcentric's  business in both the UK and the USA


Commenting on the transaction, Desmond Bloom, Manx's Chairman said, 'I am
delighted to have secured what I believe will be a very attractive acquisition
for the Company.  Netcentric's LYCHEE application is a B2B enabling technology
and market commentators have generally agreed that the B2B market is likely to
continue to demonstrate rapid growth.  I look forward to shareholders
approving the proposals, which are intended to deliver value and growth as the
Company moves into the 'new economy'.

Jane Garrett, CEO Designate comments, 'When my husband Keith and I began to
develop LYCHEE at home, a quotation on AIM was one of our long-term
objectives.  I am certain that our business will benefit greatly from becoming
publicly quoted by enhancing our profile among our corporate target market. 
The fundraising, together with the funds which will be generated from the
disposal of existing property assets, will leave us well placed to take
advantage of the global market opportunity which exists for our software
products'.



Press enquiries

Desmond Bloom, Chairman, Manx & Overseas plc       Tel: [phone]
Jane Garrett, CEO Designate                        Tel: [phone]
                                                Mobile: [phone]
Ben Thomson, Noble & Company Limited               Tel: [phone]
Zoe Biddick, Biddick Associates Ltd.               Tel: [phone]

Netcentric's website can be found at http://www.netcentricsystems.net

Introduction

Manx today announces that it has conditionally agreed to acquire Netcentric
for up to £5.0 million.  The consideration is to be satisfied by the issue of
up to 100 million new Manx ordinary shares.  The initial consideration, of 60
million shares is to be issued on completion of the acquisition.  A deferred
consideration of up to 40 million shares (valued at £2.0 million at the 5p
placing price) will become payable, subject to the extent that Netcentric
achieves sales targets of £1 million and £5 million for the two years ending
June 30, 2001 and 2002 respectively.

Netcentric is a private company specialising in the design and marketing of
software products for web content management.   Its products enable corporates
(simply and without extensive training) to manage and control their website
content.  In order to provide working capital for the development of the
company a further 80 million new ordinary shares are being issued for cash at
the issue price of 5p per share by way of a placing arranged by WH Ireland.  
Existing shareholders in Manx are also being invited to participate in an open
offer at the same price per share to raise up to £2.4 million.

Following completion of the transaction, the Company intends to dispose of all
its current property assets and to focus on the commercial operations and
development of its website content management systems and related products. 
To reflect this, the Company will change its name to Netcentric Systems Plc,
subject to shareholder approval, at an extraordinary general meeting.

The acquisition is conditional upon the completion of the Placing and Open
Offer, which are conditional upon the new ordinary shares being admitted and
the existing ordinary shares being re-admitted to trading on the Alternative
Investment Market ('AIM') of the London Stock Exchange.

Following the transaction Mr Robert Williams will be appointed as chairman and
Jane Garrett (currently CEO of Netcentric) will be appointed as chief
executive officer.  They will be joined by Chirstopher Williams, Gerard
Thompson and Keith Garrett - all current directors of Netcentric.  Howard
Freedman will continue as part-time Finance Director while Desmond Bloom, the
current chairman of Manx and Sir Rhodes Boyson, non-executive director of
Manx, will resign from the Company. It is proposed to appoint a further
non-executive director following completion of the transaction.

Immediately following the Acquisition and the issue of the consideration
shares but prior to the Placing and Open Offer, the vendors will own
approximately 51 per cent of the then share capital. The acquisition therefore
constitutes a reverse takeover under the AIM rules. Immediately following the
acquisition and the Placing and Open Offer (all of which are
interconditional), the aggregate shareholding in Manx of the vendors will
amount to 60,000,000 new ordinary shares. If the deferred consideration is
earned in full, then a total of a further 40 million ordinary shares will be
allotted to the Vendors credited as fully paid, bringing the total
consideration shares to 100 million new ordinary shares. This will represent
approximately 36 per cent of the enlarged share capital assuming that none of
the open offer shares are subscribed for. In addition, certain of the vendors
and certain employees of Netcentric will have options over 2,818,530 ordinary
shares, representing 1 per cent of such enlarged share capital (on the basis
such options are exercised at the earliest date on which they become
exercisable and assuming no other option for new ordinary shares had been
exercised and no further new ordinary shares had been issued). These options
are exercisable between the third and tenth anniversary of the relevant date
of grant.

The panel on takeovers and mergers has determined in this case that the
vendors will be treated as acting in concert (the 'Concert Party'). Under Rule
9 of the City Code on Takeovers and Mergers (the 'Takeover Code'), when any
person acquires shares which, when taken together with shares already held by
him or shares held or acquired by persons acting in concert with him, carry 30
per cent or more of the voting rights of a company subject to the Takeover
Code, that person is normally obliged to make a general offer to all
shareholders at the highest price paid by him, or any person acting in concert
with him, within the preceding 12 months.

The Takeover Panel has agreed, subject to shareholder resolution being passed
on a poll by independent shareholders at the extraordinary general meeting to
waive the obligation on the Concert Party (both individually and collectively)
to make a general offer to shareholders under Rule 9 which would otherwise
arise as a result of the acquisition or exercise of options.

Background on Netcentric

Founded as a consultancy in Cambridge in January 1997 by Jane Garrett and
Keith Garrett, the company built up an early expertise in internet technology
and the Java development language through the development of corporate
internet, intranet and extranet websites.  Through this work, the company
identified a gap in the corporate IT market as they recognised that
non-technical corporations needed to publish their own content directly on
their websites in a controlled manner and that their IT divisions frequently
created bottlenecks in the flow of that information to the website.

The principal software product is LYCHEE ('LYCHEE') which Netcentric will
install and maintain and provide both technical support and related
consultancy.  LYCHEE's development began as a consultancy project to address
the critical need to publish content quickly and easily on a website.  The
concept has been expanded to automate the webmaster's administrative process
of running websites and to incorporate other features to simplify the process
of web publishing for content owners who are mostly non-technical corporate
employees.  (The webmaster is the technical person who sets up, manages and
controls a website or multiple websites). 

The directors of Netcentric believe that businesses will use the web to
publish messages and information to its staff, customers, suppliers, prospects
and the public.  Currently, web publishing requires knowledge of computer
language and specific technical skills not normally possessed by business'
employees, so it often falls to the IT division to prepare and publish
documents.  It is the time-consuming task of preparation which creates a
backlog and a bottleneck in the information flow to the web resulting in
out-of-date content.  Content, once published, is often neglected or at least
not updated on a timely basis simply because of the effort and expertise
required.  Websites, as a result, often carry out-of-date information.  The
web has made information readily accessible and a corporate website is often a
customer or prospect's first point of contact.  It should be an essential
corporate strategy that a website reflects a company's business, carrying
quality, timely information.

LYCHEE enables a company to take full control of its web publishing strategy. 
By simply using a browser, it enables content owners to input and update their
corporate websites without the need for technical knowledge and understanding
complex web markup languages (e.g. HTML).  To broaden the use of web
applications in business and to allow data interchange between them, XML, an
emerging standard that defines a document's structure, is being adopted by a
number of other developers and businesses.  Netcentric has adopted an XML data
structure for LYCHEE's core.

The key to LYCHEE is simplicity.   A content owner with keyboard skills
inserting information should need minimal training.   Behind this
user-friendly interface lies the designer's specific skill to create a web
page design, which determines its 'look and feel' in templates that the
content owner cannot amend.

A webmaster is responsible for setting access rights, thus allowing content
owners to update only their specific areas.  The corporate 'look and feel'
makes up the distinctive brand of a company and its image on the web.  Instead
of the laborious task of translating copy to HTML (and other formats), the
webmaster and designers can now concentrate on aesthetics and the technical
development of the sites under their control.

Web content entered into LYCHEE can be output to many other applications
including print, e-mail,  WAP phones and hand-held, portable devices.  LYCHEE
allows multiple views to be generated from a single piece of information.  It
provides each view with its specific 'look and feel' (the company internet
site may have a different layout and colour scheme from its internal intranet.
 In addition, the same corporation may wish to generate pages that can be
viewed only on specific devices.  For example, details of an event, the
location, the agenda, the date and its time will be needed by the public and
will go on an internet site.  Details of who is attending the event may be for
staff only and will be published on an intranet.  


The market for content management systems

The market for web content management systems is expected to increase
considerably over the next few years.  Market research shows the world wide
content management systems market as growing from $400 million in 2000 to $2.5
billion in 2002.

According to one of the leading US firms in web based market research,
e-commerce business to business ('B2B') transactions have hit 'hypergrowth'. 
In year 2000, they estimate that B2B transactions will comprise 91% of all
e-commerce revenues and by 2003 will actually rise slightly to just under 93%
and forecast that total e-commerce software spend is expected to more than
double in 2000 from 1999 and to nearly double again to over $14.5 billion by
2003.

B2B software spend grows 'in tandem' with the entire e-commerce market, but
big challenges exist in available resources, content update, obtaining content
from within an organisation, workflow and author controls to support the high
growth levels.  In fact, when asked to describe the biggest challenges in
managing content, 44% of respondents cited not enough resources and 38% cited
content update and timeliness problems.  It is precisely these questions that
LYCHEE addresses and for which it provides definitive solutions.

Target Markets and Marketing Strategy

LYCHEE is a scalable and flexible product that addresses a wide spectrum of
the web content systems market.  The flagship LYCHEE product is currently
focused on the 'second tier' (e.g. the lower echelons of the Fortune1000 and
the FT European 1000).  However the scalability of the product permits it to
be targeted to even the uppermost tier of the Fortune 500, as well as Sun
Microsystems (UK) Ltd.  Through a flexible pricing structure, Netcentric can
also address small and medium size enterprises (SMEs).  Current prospects come
from various industry sectors including ISPs (Internet Service Providers), IT,
education, legal and property. In broad terms LYCHEE target markets can be
divided into several sectors:

Direct Marketing                      Partner Programmes
Major Corporates                      Distributors & Resellers
Distributors & Resellers              ISPs
ISPs
Smaller Corporations (SMEs)

The proposed directors (those who will serve the Company following the
transaction) believe that development of strong brand recognition is
essential. From brand recognition, it is the aim of the company that LYCHEE
will become the content management application of choice.  The Enlarged
Group's newly structured management and directors will seek to achieve this
strategy in three principal ways:

- by continuing to maintain high research and development standards,
- by maximising revenue and,
- by providing exemplary customer service and support to retain and gain new
  customers.

Reference sites have already been created in key market sectors and others are
to follow. A combination of direct and indirect marketing approaches is
expected to enhance the level of early market share and create a strong,
reproducible customer base while at the same time maintaining a network of
distributors and resellers. The proposed directors believe that this marketing
strategy, with its broad territory coverage should maximise sales
opportunities and provide the maximum opportunity for industry sector focus. 
The proposed directors believe that Netcentric is price competitive in its
markets. The pricing model provides the option to purchase LYCHEE outright or
to enter into rental contracts. Furthermore, LYCHEE LITE, has been
specifically developed to address the SME market through ISP and reseller
channels.

Existing Customers

Netcentric has already made sales of LYCHEE to blue chip clients including Sun
Microsystems (UK) Ltd and Viasoft UK Ltd. and has developed an R&D website for
SmithKline Beecham.

Competition

Web content management encompasses a broad sphere of activities. LYCHEE
addresses specific niches within this sphere and consequently there are a
number of competitors that compete on a general level with Netcentric and a
smaller number who compete more closely with the LYCHEE product.  Most of the
competitors are US based but several have offices world-wide. Whilst a few of
its principal competitors are substantially larger than Netcentric, the
proposed directors believe that these companies are currently targeting the
uppermost tier of the corporate market and will continue to do so. In
contrast, the proposed directors consider that Netcentric's focus is on second
tier corporates and, through its reseller base, SME's. The proposed directors
also consider LYCHEE to be significantly more user friendly than the
comparable products of its principal competitors and LYCHEE to be more
expandable in its core software architecture.

The proposed directors believe that given the extensive opportunities
underlying the web content management market, new potential competitors will
continue to emerge. However, the proposed directors believe that these
competitors will require significant development time to attain a level of
similar technical sophistication and ease of use to LYCHEE.

Future Strategy

The proposed directors include individuals with considerable experience and
expertise in Internet related activities, web management and effective control
systems. They propose initially to operate in the UK and USA.  Europe and
Australia will be addressed through indirect sales channels. The higher
profile of operating as a publicly quoted company is expected to benefit
Netcentric's ability to attract new clients. 

The funds proposed to be raised through the Placing and Open Offer will enable
substantial new marketing and sales investment in terms of new staff and
establishing offices in new areas. Netcentric has recently entered into
distribution agreements with two partners in the USA. Netcentric will produce
further add-on LYCHEE modules to address different market sectors and to
appeal to a larger customer base. Consequently the LYCHEE system is believed
by the proposed directors to have world-wide potential and they look to the
future with confidence.

Current Trading - Manx 

The property investment portfolio is performing in line with the directors'
expectations and produces annual gross rental income in excess of £700,000.
The investment properties are fully let apart from a single unit at the
Milestone property in Douglas. The land at the Davron Business Centre in
Bristol is vacant and was purchased with the intention of carrying out a
development in the future.  All of the original Isle of Man based businesses
have now been sold.

Following completion of the Acquisition, the proposed directors intend to
dispose of the remaining properties.  At present, they estimate that this
could take up to a year.

Use of Proceeds from the Placing and Open Offer

The funds raised for the Company by the Placing and Open Offer will enable the
enlarged group to expand its marketing and sales capabilities in the UK and
USA, establish indirect sales channels in Europe and Australia and invest in
future development of LYCHEE and related products.

Information on the Placing and Open Offer

Qualifying shareholders are invited to apply for up to 47,622,303 open offer
shares at the issue price of 5p per share on the basis of:

1 new ordinary share for every 2 existing ordinary shares

held on the record date (12th June 2000), and so in proportion for any other
number of ordinary shares then held ('basic entitlement'). Qualifying
shareholders may apply for more than their basic entitlement. Applications for
new ordinary shares in excess of such basic entitlement will be satisfied
subject to their being scaled back if the Company receives valid applications
under the open offer for more than 47,622,303 new ordinary shares in
aggregate. 

Only qualifying shareholders may apply to subscribe for open offer shares
under the open offer on the application form which is personal to the
qualifying shareholder(s) named therein and may not be assigned or transferred
except to satisfy bona fide market claims in relation to purchases of ordinary
shares through the market (after the Record Date and before the ex-entitlement
date). Application forms may be split, but only to satisfy such bona fide
market claims, up to 3.00p.m. on 5 July 2000. Persons who have sold all or
part of their holding, prior to the ex-entitlement date, should contact their
stockbroker, bank or other agent authorised under the Financial Services Act
1986 through whom the sale or transfer was effected and refer to the
instructions regarding split applications set out in their application form.
Entitlement to subscribe under the open offer may represent a benefit which
can be claimed from them by purchasers or transferees under the rules of the
London Stock Exchange. 

The directors, who hold 250,000 shares in aggregate, intend to take up their
full entitlement under the open offer.

Extraordinary General Meeting

The EGM is to be held at Claridges Hotel, Brook Street, London W1 at 11am on
10 July 2000.

Whether or not qualifying shareholders intend to be present at the EGM, they
are requested to complete and return the Form of Proxy to be included with the
prospectus as soon as possible and in any event so as to be received by the
Company's registrars, Computershare Services PLC, PO Box 457, Owen House, 8
Bankhead Crossway North, Edinburgh EH11 0XG not later than 11am on 8 July
2000. Completion and return of a Form of Proxy will not preclude qualifying
shareholders from attending the EGM and voting in person should they wish.

Qualifying shareholders who wish to apply for Open Offer Shares under the Open
Offer should follow the procedure for application set out in the letter from
WH Ireland contained in Part II of the prospectus. The attention of Qualifying
Shareholders is also drawn to the instructions printed on the application
form.

Senior Management

Robert Williams (45), Non-Executive Chairman

Mr Williams is British and currently lives in the USA. He divides his working
time between the US and the UK, managing ventures, primarily IT oriented, on
both sides of the Atlantic. He is a well-seasoned managing director and Chief
Executive Officer ('CEO'), with experience in building sales and marketing
operations as well as taking companies public. Mr. Williams was the co-founder
of Unipalm, which as CEO he took public in 1995, achieving a substantial
increase in share price over the next year. Unipalm was valued at £90 million
at point of sale to UUnet (now MCI Worldcom) in 1995. Before moving into the
computer and Internet business, he enjoyed a career as an accomplished
electronics engineer.

Jane Garrett (44), Director and Chief Executive Officer

Jane co-founded Netcentric on 3 January 1997, and has led the company for over
three years building it from a two person pure internet consultancy company to
a venture capital funded company focused on building products and providing
related consultancy. She has over 15 years experience in IT, the last 10 years
of which were in business and company management, both as a director and
senior manager, primarily with Logica.  Jane has a degree in Physics from the
University of Wales and is currently a committee member of and the former
Chairman of the Sun User Forum.

Gerard Maurice Thompson (55), Director and Chief Operating Officer

Gerard became a director of Netcentric in May 1999 and was appointed Chief
Financial Officer on 1 September 1999, prior to which he acted as a
consultant. Gerard's background has been in investment banking, primarily with
Merrill Lynch, Saloman Smith Barney and AIG. He later started his own
consultancy to advise companies on overseas financial and marketing problems
and became chief executive of a small public company in the U.S.A. that was
subsequently sold. He currently has one other non-executive directorship.

Christopher David Williams (40), Sales Director

Christopher joined Netcentric on 1 July 1999 as a consultant and became a full
time manager and director on 1 September 1999. Formerly an international vice
president with the California based company, Anacomp. Christopher has spent
virtually all his career in IT Sales and Marketing. His client list includes
many FTSE 100 and Fortune 500 companies.

Keith Alexander Garrett (27), Director and Chief Technology Officer

Keith co-founded Netcentric with Jane Garrett. He has a degree in Computer
Science from Manchester University, where he also worked in a team developing
a database driven multi-user Internet system that is still in use today. Keith
is an expert in Internet technologies with extensive web and Java architecture
experience.

Howard Freedman (42) FCA, Finance Director

Howard was appointed as Finance Director to the Company on 16 February 2000. 
He is also a partner at Baker Tilly having been appointed in 1997 and was
previously a partner for 11 years with the practice of Casson Beckman prior to
its merger with Baker Tilly. Howard has extensive experience of dealing with
quoted companies and those in the property sector. He will continue as Finance
Director following completion of the Proposals.

Other matters

As part of the terms agreed as a compensation package in relation to the
resignation of the Chairman, the Company has agreed, subject to approval by
shareholders, to make a cash payment of £100,000, to transfer to him, his
investments owned by the Company with an approximate value of £77,467 and to
grant him certain other benefits, details of which are more fully set out in
the prospectus.

The Company is also seeking shareholder approval to establish a new share
option scheme to enable employees of the enlarged Company to participate in
the success of the enlarged Company going forward.

It is also proposed that, at the extraordinary general meeting, the Company
should adopt new articles of association to reflect recent developments in
company law and practice.

Separately to the above arrangements, the Company also announces today that it
has issued warrants over 4.8 million Ordinary Shares to the Chairman, Warrants
over 2.0 million ordinary shares to Howard Freedman (Finance Director) and
warrants over 200,000 ordinary shares to Sir Rhodes Boyson (Non Executive
Director) in recognition of their services to Manx in securing disposals of
certain subsidiary business and assets on terms more favourable than those
negotiated by the previous directors of the Company and, in Howard's case, to
incentivise him as an ongoing director of the Company.  In addition, the
exercise price in respect of the Chairman's existing options over 2.5 million
ordinary shares has been amended to 5p from 10p in consideration for the
additional work he has undertaken in respect of this acquisition and his
endeavours in identifying and securing a suitable business to reverse into the
Company.

Recommendation

The Directors, who have been so advised by Noble & Company Limited ('Nobles'),
Nominated Adviser to Manx, believe that the terms of the acquisition, the
waiver of the obligations of the Concert Party to make a mandatory offer for
Manx, which would otherwise arise under Rule 9 of the city code on takeovers
and mergers, the adoption of the New Share Option Scheme, the proposed change
of name of the Company and the adoption of new articles of association are
fair and reasonable and in the best interests of the Company and its
shareholders as a whole. In providing its advice, Nobles have taken into
account the Directors' commercial assessments.

The Directors (excluding Desmond Bloom) believe that Desmond Bloom's
compensation package is fair and reasonable and in the best interests of the
Company and its Shareholders. Desmond Bloom will not vote in respect of the
Resolution approving his compensation package and Nobles have not expressed an
opinion on it.

The Directors recommend that you vote in favour of all the Resolutions to be
proposed at the EGM as they have irrevocably undertaken to do in respect of
their own beneficial shareholdings, which amount to an aggregate of 250,000
Ordinary Shares, representing approximately 0.26 per cent of the Company's
issued share capital, save that the Chairman, who holds 0.16 per cent of the
Company's issued share capital, will abstain from voting on the resolution
regarding his termination package, does not join in the Directors'
recommendation in respect of this resolution and has accordingly not
undertaken to vote in favour of it as it relates to him personally.

Expected Timetable

Record Date for the Open Offer                                    12 June 2000
Publication of the Prospectus (and accompanying application form) 16 June 2000
Latest time and date for the splitting of Application Forms   3 pm 5 July 2000
(only to satisfy bona fide market claims)
Latest time and date for acceptance and payment in full       3 pm 7 July 2000
Latest time and date for receipt of Forms of Proxy for the
EGM                                                           11am 8 July 2000
Extraordinary General Meeting                                     10 July 2000
Completion of the Acquisition, Placing and Open Offer             11 July 2000
Dealings in the New Ordinary Shares commence on AIM               11 July 2000
Despatch of definitive share certificates for the New
Ordinary Shares                                                   14 July 2000

16th June 2000