Offer for NMT Group PLC

Volvere PLC
14 September 2006


                          
                            
OFFER FOR NMT GROUP PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION

FOR IMMEDIATE RELEASE
                                                               14 September 2006



                               Recommended Offer


                                       by


                            Volvere plc ('Volvere')


            for the entire issued and to be issued share capital of


                             NMT Group PLC ('NMT')


Summary

• The Independent Volvere Directors and the Independent NMT Directors are 
pleased to announce that they have reached agreement on the terms of a 
recommended share offer, to be made by Volvere, to acquire the entire issued 
share capital of NMT not already owned by Volvere ('the Offer').

• The Independent NMT Directors, having been so advised by Shore Capital, 
consider the terms of the Offer to be fair and reasonable and have agreed to 
recommend the Offer to NMT Shareholders.  In providing its advice to the 
Independent NMT Directors, Shore Capital has taken into account the
commercial assessments of the Independent NMT Directors.

• The Offer will be 1 New Volvere Share for every 3 NMT Shares.

• Based on the Closing Price of 182.5 pence per Volvere Share on
13 September 2006, being the latest practicable date prior to the publication of
this announcement, the Offer values each NMT Share at approximately 60.8 pence,
representing a premium of approximately 20.5 per cent. over the Closing Price of
an NMT Share of 50.5 pence at the close of business on 13 September 2006, being
the last business day before the date of this announcement, and values the
existing issued ordinary share capital of NMT at approximately £5.3 million.

• Volvere already holds 2,604,683 NMT Shares representing 29.9 per
cent. of NMT's issued ordinary share capital.

• An irrevocable undertaking to accept the Offer has been received
from Wood Hall Securities Limited in respect of 1,400,000 NMT Shares
representing approximately 16 per cent. of NMT's current issued ordinary share
capital.  This irrevocable undertaking will continue to be binding even in the
event of a competing offer being made for NMT.

• Volvere's existing shareholding, combined with the NMT Shares
subject to the irrevocable undertaking, represents in aggregate approximately 46
per cent. of NMT's current issued ordinary share capital.


Commenting on the Offer, Jonathan Lander, CEO of Volvere, said:


'Volvere very much looks forward to bringing NMT into the Volvere Group.  We
believe that this acquisition will offer exciting opportunities for the 
continued expansion of Volvere's business.'


Enquiries:

Volvere plc
Jonathan Lander                                            [phone]

Dawnay, Day Corporate Finance Limited
(Financial adviser to Volvere)
Sandy Jamieson
Alex Stanbury                                              [phone]

Shore Capital & Corporate Limited 
(Financial adviser to NMT)
Mike Sawbridge                                             [phone]



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

The Offer is not being made, directly or indirectly, in or into the 
United States, Canada, Australia, South Africa or Japan.

This announcement is not intended to and does not constitute or form any part 
of, an offer to sell or an invitation to purchase or the solicitation of an 
offer to subscribe for any securities or the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise.  The Offer will be made solely 
through the Offer Document and the Form of Acceptance, which will together 
contain the full terms and conditions of the Offer, including details of how to 
accept the Offer.  Any acceptance of the Offer should be made only on the basis 
of the information contained in the Offer Document and Form of Acceptance.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning
Volvere and NMT.  Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'expects', 'intends', 'anticipates' or similar expressions identify
forward-looking statements.  The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements.  Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and behaviours
of other market participants, and therefore undue reliance should not be placed
on such statements.  Volvere and NMT assume no obligation and do not intend to
update these forward-looking statements, except as required pursuant to
applicable law.


Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
'interested' (directly or indirectly) in 1 per cent. or more of any class of 
'relevant securities' of NMT, all 'dealings' in any 'relevant securities' of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such 'relevant securities') must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the Business Day following the date of the 
relevant transaction.  This requirement will continue until the date on which 
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is 
otherwise withdrawn or on which the 'Offer Period' otherwise ends.  If two or 
more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an 'interest' in 'relevant securities' of Volvere 
or of NMT, they will be deemed to be a single person for the purpose of 
Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant 
securities' of NMT by Volvere or NMT, or by any of their respective 
'associates', must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant 
securities' 'dealings' should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities.  In particular, a person will be treated as having an 'interest' by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website.  If you are in any doubt as to whether or not you are required 
to disclose a 'dealing' under Rule 8, you should consult the Panel.








OFFER FOR NMT GROUP PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION

                             


FOR IMMEDIATE RELEASE                                          14 September 2006

  

                              Recommended Offer by


                             Volvere plc ('Volvere')


            for the entire issued and to be issued share capital of


                              NMT Group PLC ('NMT')




1.Introduction

The Independent Volvere Directors and the Independent NMT Directors are pleased 
to announce that they have reached agreement on the terms of a recommended share 
offer, to be made by Volvere, to acquire the entire issued share capital of NMT 
not already owned by Volvere.


2.The Offer

The Offer, which will be made on the terms and subject to the conditions set out 
in Appendix I to this announcement and further terms to be contained in the 
Offer Document and Form of Acceptance, will be to acquire all of the NMT Shares 
not already owned by Volvere, together with any to be issued NMT Shares, on the 
following basis:

         For every 3 NMT Shares                     1 New Volvere Share


and so in proportion for any number of NMT Shares held.  Fractions of New
Volvere Shares will not be allotted to NMT Shareholders.  Entitlements to New
Volvere Shares will be rounded down to the nearest New Volvere Share.

Based on the Closing Price of 182.5 pence per Volvere Share on 13 September
2006, being the latest practicable date prior to the publication of this
announcement, the Offer values each NMT Share at approximately 60.8 pence.  On
the basis of this valuation, the Offer represents a premium of approximately
20.4 per cent. over the Closing Price of an NMT Share of 50.5 pence at the close
of business on 13 September 2006, being the last business day before the date of
this announcement, and values the existing issued ordinary share capital of NMT
at approximately £5.3 million.

The NMT Shares which are the subject of the Offer will be acquired fully paid
and free from all liens, charges, equitable interests, encumbrances and third
party rights and together with all rights now or hereafter attaching thereto,
including the right to all dividends and other distributions (if any) declared,
made or paid hereafter.

The Offer is being made in accordance with the requirements of the Takeover Code
and is subject to the conditions set out in Appendix I and (in respect of NMT
Shares in certificated form only) in the Form of Acceptance.

The maximum and minimum numbers of Volvere Shares capable of being issued
pursuant to the Offer, if the acceptance condition is satisfied, are 2,035,545
and 583,659 respectively, assuming no options granted under the NMT Share
Schemes are exercised.

Full acceptance of the Offer by holders of NMT Shares will result in the issue
of approximately 2,035,545 million New Volvere Shares, representing
approximately 35 per cent. of the Enlarged Share Capital.

The Offer will extend to all NMT Shares unconditionally allotted or issued on
the date on which the Offer is made and any further NMT Shares unconditionally
allotted or issued while the Offer remains open for acceptance (or such earlier
date as Volvere may, subject to the Takeover Code, decide).


3.Irrevocable undertaking

An irrevocable undertaking to accept the Offer has been received from Wood Hall
Securities Limited in respect of 1,400,000 NMT Shares representing approximately
16 per cent. of NMT's current issued ordinary share capital.  This irrevocable
undertaking will continue to be binding even in the event of a competing offer
being made for NMT.

• Volvere already owns 2,604,683
NMT Shares.  The existing shareholding, combined with the NMT Shares subject to
the irrevocable undertaking, represents in aggregate 46 per cent. of NMT's
current issued ordinary share capital.


4.Background to, and reasons for, the Offer

Volvere is already the largest shareholder in NMT.  The investment strategy of
Volvere and the investment strategy of NMT are similar and the execution of
those investment strategies is to be carried out by the same executives.  As a
result it is the opinion of both the Independent Volvere Directors and the
Independent NMT Directors that combining the two companies would be beneficial
in terms of cost savings and in terms of the resultant increase in the size and
range of potential target investments that the combined entity would be able to
consider.


It also reduces or removes the risk that NMT fails to implement its investment
strategy by September 2007 and therefore the risk that its admission is
suspended or cancelled under the AIM Rules.


5.Recommendation

The Independent NMT Directors, who have been so advised by Shore Capital,
consider the terms of the Offer to be fair and reasonable.  In providing its
advice, Shore Capital has taken into account the commercial assessments of the
Independent NMT Directors.

Accordingly, the Independent NMT Directors intend unanimously to recommend that
NMT Shareholders accept the Offer.


6.Information on Volvere

Volvere was incorporated on 5 July 2002 and was admitted to trading on AIM on 24
December 2002, raising £3.4 million (net of expenses).  Volvere's strategy is to
invest in, or acquire, quoted companies where, in the Volvere Directors'
opinion, the market capitalisation does not reflect the value of the assets.  In
addition, Volvere invests in any company that is in distress but offers the
possibility of a turnaround.  Volvere will also invest in or acquire any company
that fits strategically with an existing portfolio investment.  Since admission
to AIM in 2002 Volvere has made three acquisitions and acquired its shareholding
in NMT.

Volvere currently has seven operating subsidiaries, Vectra Group Limited, Vectra
(Middle East) Limited, Sira Test and Certification Limited, Sira Environmental
Limited, Sira Certification Service, Sira Defence & Security Limited and Volvere
Central Services Limited.  Volvere itself provides management services to NMT
and other group companies.


7.Information on NMT

NMT was floated on AIM during 1997.  NMT was formerly a manufacturing company 
and then from the beginning of 2004 a licensing and development company for 
safety needle-based medical devices.  On 10 February 2006, the NMT Board 
announced that, following a business review, it was not in the interests of 
shareholders to continue investment in the safety syringe business since there 
was no likelihood of near or medium-term customers for NMT's existing or 
yet-to-be-developed products.

NMT is no longer an operating company and companies that do not have any 
operating businesses are deemed under the AIM Rules to be cash shells.  Such 
companies must adopt an investment strategy at their next annual general meeting 
and such a strategy must be implemented within one year of that date.  NMT must 
implement its strategy by September 2007.


8.Shareholding in NMT

Volvere already holds 2,604,683 NMT Shares representing approximately 29.9% of 
NMT's issued ordinary share capital.

Volvere has received an irrevocable undertaking to accept the Offer from Wood
Hall Securities Limited in respect of 1,400,000 NMT Shares representing
approximately 16 per cent. of NMT's current issued ordinary share capital.  This
irrevocable undertaking will continue to be binding even in the event of a
competing offer being made for NMT.

Save as disclosed above, as at the date of this announcement, neither Volvere 
nor, so far as the Volvere Directors are aware, any person acting in concert 
with it, has any interest in or right to subscribe for any relevant securities 
of NMT nor are they party to any short positions (whether conditional or 
absolute and whether in the money or otherwise) relating to relevant securities 
of NMT, including any short positions under derivatives, agreements to sell or 
any delivery obligations or rights to require another person to take delivery.  
Neither Volvere nor the directors of Volvere nor, so far as Volvere is aware, 
any person acting in concert with Volvere, has borrowed or lent any relevant 
securities of NMT.


9.Financing of the Offer

The Offer will be financed by the issue of New Volvere Shares.   The maximum
number of New Volvere Shares to be issued pursuant to the Offer is 2,035,545,
representing approximately 54 per cent. of the existing issued ordinary share 
capital of Volvere.


10.NMT Share Schemes

The Offer will be extended to any NMT Shares unconditionally allotted or issued
whilst it remains open for acceptance as a result of the exercise of rights
granted under the NMT Share Schemes.

To the extent that options under the NMT Share Schemes are not exercised,
appropriate proposals will be made in due course to option holders in the event
that the Offer becomes or is declared unconditional in all respects.


11.General

The Offer Document containing the full terms of the Offer will be posted to NMT
Shareholders as soon as practicable.  The conditions to the Offer are set out in
Appendix I and, together with certain further terms of the Offer, will be set
out in full in the Offer Document and Form of Acceptance.

Dawnay, Day Corporate Finance Limited ('Dawnay Day'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Volvere and for no one else in connection with the Offer and
will not be responsible to anyone other than Volvere for providing the
protections afforded to its customers or for providing advice in relation to the
Offer.

Dawnay Day has approved the contents of this announcement solely for the purpose
of Section 21 of the Financial Services and Markets Act 2000.  This announcement
does not constitute an offer to sell or an invitation to purchase any securities
or the solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise.  The Offer will be made by the Offer Document and Form of Acceptance.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
  Persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable requirements.  In particular, the Offer will
not be made, directly or indirectly, in, into or from or by the use of the mails
or any means of instrumentality (including, without limitation, facsimile
transmission, telex, telephone or internet) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, the United States,
Canada, Australia, South Africa or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia, South Africa or Japan.  Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not
distribute or send it in, or into or from, the United States, Australia, South
Africa, Canada or Japan.

Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any applicable legal
or regulatory requirements.  Further information in relation to overseas
shareholders will be contained in the Offer Document.

Shore Capital & Corporate Limited ('Shore Capital'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for NMT and for no one else in connection with the Offer and will
not be responsible to anyone other than NMT for providing the protections
afforded to its customers or for providing advice in relation to the Offer.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and Form of Acceptance.
NMT Shareholders who accept the Offer may only rely on the Offer Document and
Form of Acceptance for all the terms and conditions of the Offer.  In deciding
whether or not to accept the Offer in relation to their NMT Shares, NMT
Shareholders should rely only on the information contained, and procedures
described, in the Offer Document and Form of Acceptance.  NMT Shareholders are
strongly advised to read the Offer Document when it is available because it will
contain important information.

The NMT Directors accept responsibility for the information contained in this
announcement relating to NMT and the NMT Directors and their immediate families
other than the recommendation and the associated opinions relating to the Offer,
for which only the Independent Directors of NMT accept responsibility.

The Independent NMT Directors accept responsibility for any opinion of the
Independent NMT Directors relating to the recommendation of the Offer and the
recommendation itself.

The Volvere Directors accept responsibility for the information contained in
this announcement, other than the information for which the NMT Directors and
the Independent NMT Directors accept responsibility.

To the best of the knowledge and belief of the Volvere Directors and the NMT
Directors (having taken all reasonable care to ensure that such is the case) the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

Dawnay Day has given and has not withdrawn its written consent to the
publication of this announcement containing references to its name in the form
and context in which they appear.

Shore Capital has given and has not withdrawn its written consent to the
publication of this announcement containing references to its name in the form
and context in which they appear.

The attention of NMT Shareholders is drawn to the fact that under the Takeover
Code, there are certain UK dealing disclosure requirements in respect of
relevant securities during an offer period.  An offer period was deemed to have
commenced on 14 September 2006 when this announcement was made.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
'interested' (directly or indirectly) in 1 per cent. or more of any class of 
'relevant securities' of NMT, all 'dealings' in any 'relevant securities' of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such 'relevant securities') must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the Business Day following the date of the 
relevant transaction.  This requirement will continue until the date on which 
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is 
otherwise withdrawn or on which the 'Offer Period' otherwise ends.  If two or 
more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an 'interest' in 'relevant securities' of Volvere 
or of NMT, they will be deemed to be a single person for the purpose of 
Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant 
securities' of NMT by Volvere or NMT, or by any of their respective 
'associates', must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant 
securities' 'dealings' should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an 'interest' by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a 'dealing' under Rule 8, you should consult the Panel.


                                   





                                    APPENDIX I


CONDITIONS OF THE OFFER


The Offer will be subject to the following conditions:


(a) valid acceptances being received (and not, where permitted, withdrawn) by 
not later than 1.00p.m. (London time) on the first closing date of the Offer 
(or such later time(s) and/or date(s) as Volvere may, subject to the
rules of the City Code, decide) in respect of not less than 90 per cent (or such
lower percentage as Volvere may decide) in nominal value of the NMT Shares to
which the Offer relates, provided that this condition will not be satisfied
unless Volvere and/or its wholly owned subsidiaries shall have acquired or
agreed to acquire (whether pursuant to the Offer or otherwise) NMT Shares
carrying in aggregate more than 50 per cent of the voting rights then normally
exercisable at a general meeting of NMT, including for this purpose (except to
the extent otherwise agreed by the Panel) any such voting rights attaching to
any NMT Shares that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or otherwise; and
for this purpose:


(i)   the expression 'NMT Shares to which the Offer relates' shall be construed 
      in accordance with sections 428 to 430F of the Companies Act 1985;


(ii)  NMT Shares which have been unconditionally allotted shall be deemed to 
      carry the voting rights which they will carry upon issue; and


(iii) valid acceptances shall be deemed to have been received in respect of NMT 
      Shares which are treated for the purposes of section 429(8) of the 
      Companies Act 1985 as having been acquired or contracted to be acquired by
      Volvere by virtue of acceptances of the Offer;


(b) the London Stock Exchange having agreed to admit the New Volvere Shares to 
trading on AIM and such admission having become effective in accordance with the 
AIM Rules;


(c) no Third Party having intervened and there not continuing to
be outstanding any statute, regulation or order of any Third Party in each case
which would or might reasonably be expected (in any case to an extent which is
material in the context of the Volvere Group or the NMT Group, as the case may
be, taken as a whole) to:


(i) make the Offer, its implementation or the acquisition or proposed 
acquisition by Volvere or any member of the Wider Volvere Group of any
shares or other securities in, or control or management of, NMT or any member of
the Wider NMT Group void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay
the same or impose additional conditions or obligations with respect to the
Offer or such acquisition, or otherwise impede, challenge or interfere with the
Offer or such acquisition, or require amendment to the terms of the Offer or the
acquisition or proposed acquisition of any NMT Shares or the acquisition of
control of NMT or the Wider NMT Group by Volvere;


(ii) limit or delay the ability of any member of the Wider Volvere Group or any 
member of the Wider NMT Group to acquire or to hold or to exercise effectively, 
directly or indirectly, all or any rights of ownership in respect of shares or 
other securities in, or to exercise voting or management control over, any 
member of the Wider NMT Group or any member of the Wider Volvere Group;


(iii) require, prevent or delay the divestiture or alter the terms envisaged 
for any proposed divestiture by any member of the Wider Volvere Group
of any shares or other securities in NMT;


(iv) require, prevent or delay the divestiture or alter the terms envisaged 
for any proposed divestiture by any member of the Wider Volvere Group or by any 
member of the Wider NMT Group of all or any portion of their respective 
businesses, assets or properties or limit the ability of any of them
to conduct any of their respective businesses or to own or control any of their
respective assets or properties or any part thereof;


(v) except pursuant to Part XIIIA of the Companies Act 1985, require any member 
of the Wider Volvere Group or of the Wider NMT Group to acquire, or to offer to 
acquire, any shares or other securities (or the equivalent) in any member of 
either group owned by any third party;


(vi) limit the ability of any member of the Wider Volvere Group or of the Wider 
NMT Group to conduct or integrate or co-ordinate its business, or any part of 
it, with the businesses or any part of the businesses of any other member of the 
Wider Volvere Group or of the Wider NMT Group;


(vii) result in any member of the Wider NMT Group or the Wider Volvere Group 
ceasing to be able to carry on business under any name under which it presently 
does so; or


(viii) otherwise adversely affect the business, assets, profits, financial or 
trading position or prospects of any member of the Wider NMT Group or of the 
Wider Volvere Group,

and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;


(d) all notifications and filings which are necessary or are reasonably 
considered appropriate by Volvere having been made, all appropriate
waiting and other time periods (including any extensions of such waiting and
other time periods) under any applicable legislation or regulation of any
relevant jurisdiction having expired, lapsed or been terminated (as appropriate)
and all statutory or regulatory obligations in any relevant jurisdiction having
been complied with in each case in connection with the Offer or the acquisition
or proposed acquisition of any shares or other securities in, or control of, NMT
or any other member of the Wider NMT Group by any member of the Wider Volvere
Group or the carrying on by any member of the Wider NMT Group of its business;


(e) all Authorisations which are necessary or are reasonably considered 
necessary or appropriate by Volvere in any relevant jurisdiction for
or in respect of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, NMT or any other member of the
Wider NMT Group by any member of the Wider Volvere Group or the carrying on by
any member of the Wider NMT Group of its business having been obtained, in terms
and in a form reasonably satisfactory to Volvere, from all appropriate Third
Parties or from any persons or bodies with whom any member of the Wider NMT
Group has entered into contractual arrangements in each case where the absence
of such Authorisation would have a material adverse effect on the NMT Group
taken as a whole and all such Authorisations remaining in full force and effect
and there being no notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same;


(f) except as publicly announced by NMT (by the delivery of an announcement to 
a Regulatory Information Service) prior to 14 September 2006 or as fairly 
disclosed in writing to Volvere by or on behalf of NMT prior to 14 September 
2006, there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the Wider NMT Group
is a party, or by or to which any such member or any of its assets is or are or
may be bound, entitled or subject or any circumstance, which, in each case as a
consequence of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, NMT or any other member of the
Wider NMT Group by any member of the Wider Volvere Group or otherwise, could or
might reasonably by expected to result in, (in any case to an extent which is or
would be material in the context of the NMT Group taken as a whole):


(i) any monies borrowed by or any other indebtedness or liabilities 
(actual or contingent) of, or any grant available to, any member of the Wider 
NMT Group being or becoming repayable or capable of being declared repayable 
immediately or prior to its stated repayment date or the ability of
any member of the Wider NMT Group to borrow monies or incur any indebtedness
being withdrawn or inhibited or becoming capable of being withdrawn;

(ii) the creation or enforcement of any mortgage, charge or other security 
interest over the whole or any part of the business, property, assets or 
interests of any member of the Wider NMT Group or any such mortgage, charge
or other security interest (wherever created, arising or having arisen) becoming
enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise or instrument, 
or the rights, liabilities, obligations or interests of any member of the Wider 
NMT Group thereunder, being, or becoming capable of being terminated or 
adversely modified or affected or any adverse action being taken or any 
obligation or liability arising thereunder;

(iv)  any asset or interest of any member of the Wider NMT Group being or 
falling to be disposed of or ceasing to be available to any member of the Wider 
NMT Group or any right arising under which any such asset or interest could be 
required to be disposed of or could cease to be available to any member of the 
Wider NMT Group otherwise than in the ordinary course of business;

(v) any member of the Wider NMT Group ceasing to be able to carry on business 
under any name under which it presently does so;

(vi) the creation of liabilities (actual or contingent) by any member of the 
Wider NMT Group;

(vii) the rights, liabilities, obligations or interests of any member of the 
Wider NMT Group under any such arrangement, agreement, licence, permit, 
franchise or other instrument or the interests or business of any such member 
in or with any other person, firm, company or body (or any arrangement or 
arrangements relating to any such interests or business) being terminated, 
adversely modified or affected; or

(viii) the financial or trading position or the prospects or the value of any 
member of the Wider NMT Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of
this condition (f) in any case to an extent which is or would be material in the
context of the NMT Group taken as a whole;


(g) since 31 December 2005 and except as disclosed in NMT's annual report
and accounts for the year then ended or as otherwise publicly announced by NMT
(by the delivery of an announcement to a Regulatory Information Service) prior
to 14 September 2006 or as otherwise fairly disclosed in writing to Volvere by
or on behalf of NMT prior to 14 September 2006 no member of the Wider NMT Group
having:


(i) issued or agreed to issue, or authorised the issue of, additional shares of 
any class, or securities convertible into or exchangeable for, or rights, 
warrants or options to subscribe for or acquire, any such shares or
convertible securities other than as between NMT and wholly-owned subsidiaries
of NMT;

(ii) purchased or redeemed or repaid any of its own shares or other securities 
or reduced or made any other change to any part of its share capital;

(iii) recommended, declared, paid or made any bonus, dividend or other 
distribution whether payable in cash or otherwise (other than to NMT or a
wholly-owned subsidiary of NMT);

(iv) made or authorised any change in its loan capital;

(v) (other than any acquisition or disposal in the ordinary course of business 
or a transaction between NMT and a wholly-owned subsidiary of NMT) merged with, 
demerged or acquired or disposed of or transferred, mortgaged or charged or 
created any security interest over any assets or any right, title
or interest in any assets (including shares in any undertaking and trade
investments) or authorised the same (which in any case is material in the
context of the NMT Group taken as a whole);


(vi) issued or authorised the issue of, or made any change in or to, 
any debentures or (except in the ordinary course of business) incurred or
increased any indebtedness or liability (actual or contingent) which in any case
is material in the context of the NMT Group taken as a whole;


(vii) entered into, varied or authorised any agreement, transaction, arrangement 
or commitment (whether in respect of capital expenditure or otherwise) which:


(A) is of a long term, onerous or unusual nature or magnitude or which is or 
could involve an obligation of such nature or magnitude; or


(B) could restrict the business of any member of the Wider NMT Group; or


(C) is other than in the ordinary course of business,

and which in any case is material in the context of the NMT Group taken as a
whole;

(viii) entered into, implemented, effected or authorised any merger, demerger, 
reconstruction, amalgamation, scheme, commitment or other transaction
or arrangement in respect of itself or another member of the Wider NMT Group
otherwise than in the ordinary course of business which in any case is material
in the context of the NMT Group taken as a whole;

(ix) entered into or varied the terms of, any contract, agreement or arrangement 
with any of the directors or senior executives of any member of the Wider NMT 
Group;


(x) taken any corporate action or had any legal proceedings instituted or 
threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any material part of its assets and revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction which in any case is material in the context of the NMT Group
taken as a whole;

(xi) been unable, or admitted in writing that it is unable, to pay its debts or 
having stopped or suspended (or threatened to stop or suspend) payment of its 
debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business in any case with a material adverse effect
on the NMT Group taken as a whole;

(xii) waived or compromised any claim which is material in the context of the 
NMT Group taken as a whole;

(xiii) made any alteration to its memorandum or articles of association which is 
material in the context of the Offer;

(xiv) entered into any agreement, commitment or arrangement or passed any 
resolution or made any offer (which remains open for acceptance) or proposed
or announced any intention with respect to any of the transactions, matters or
events referred to in this condition (g);

(h) since 31 December 2005 and except as disclosed in NMT's annual report
and accounts for the year then ended or as otherwise publicly announced by NMT
(by the delivery of an announcement to a Regulatory Information Service) prior
to 14 September 2006 or as otherwise fairly disclosed in writing to Volvere by
or on behalf of NMT prior to 14 September 2006:

(i) there having been no adverse change or deterioration in the business, 
assets, financial or trading positions or profit or prospects of any
member of the Wider NMT Group which in any case is material in the context of
the NMT Group taken as a whole;

(ii)  no contingent or other liability of any member of the Wider NMT Group 
having arisen or become apparent or increased which in any case is
material in the context of the NMT Group taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal 
proceedings to which any member of the Wider NMT Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider NMT Group which in any case is
material in the context of the NMT Group taken as a whole; and


(iv) (other than as a result of the Offer) no enquiry or investigation by, 
or complaint or reference to, any Third Party having been threatened, announced, 
implemented, instituted by or against or remaining outstanding against or in 
respect of any member of the Wider NMT Group which in any case is material in 
the context of the NMT Group taken as a whole;


(i) Volvere not having discovered:


(i) that any financial or business or other information concerning the
Wider NMT Group disclosed at any time by or on behalf of any member of the Wider
NMT Group, whether publicly, to any member of the Wider Volvere Group or
otherwise, is misleading or contains any misrepresentation of fact or omits to
state a fact necessary to make any information contained therein not misleading
and which was not subsequently corrected before 14 September 2006 by disclosure
either publicly or otherwise to Volvere to an extent which in any case is
material in the context of the NMT Group as a whole;


(ii) that any member of the Wider NMT Group is subject to any liability
(actual or contingent) which is not disclosed in NMT's annual report and
accounts for the financial year ended 31 December 2005 and which in any case is
material in the context of the NMT Group taken as a whole; or


(iii) any information which affects the import of any information disclosed at 
any time by or on behalf of any member of the Wider NMT Group to an extent 
which is material in the context of the NMT Group taken as a whole.


For the purpose of these conditions:

(a)  'Third Party' means any government, government department or governmental, 
quasi-governmental, supranational, statutory, regulatory or investigative body, 
authority (including any national anti-trust or merger control authority), 
court, trade agency, association, institution or professional or environmental 
body or any other person or body whatsoever in any relevant jurisdiction;

(b) a Third Party shall be regarded as having 'intervened' if it has decided to 
take, institute, implement or threaten any action, proceeding, suit, 
investigation, enquiry or reference or made, proposed or enacted any statute, 
regulation, decision or order or taken any measures or other steps or
required any action to be taken or information to be provided or otherwise
having done anything and 'intervene' shall be construed accordingly;

(c) 'Authorisations' means authorisations, orders, grants, recognitions, 
determinations, certificates, confirmations, consents, licences, clearances, 
provisions and approvals;

(d) 'Wider Volvere Group' means Volvere and its subsidiaries and subsidiary 
undertakings and associated undertakings (including any company in
which any member of the Volvere Group is interested or any undertaking in which
Volvere and such undertakings (aggregating their interests) have a direct or
indirect interest in 20 per cent. or more of the voting equity capital of an
undertaking); and

(e) 'Wider NMT Group' means NMT and its subsidiaries and subsidiary undertakings 
and associated undertakings (including any company in which any member of the 
NMT Group is interested or any undertaking in which NMT and such undertakings 
(aggregating their interests) have a direct or indirect interest in 20 per cent. 
or more of the voting equity capital of an undertaking).

Subject to the requirements of the Panel, Volvere reserves the right to waive
all or any of the above conditions, in whole or in part, except condition (a).


Conditions (b) to (i) (inclusive) must be fulfilled, be determined by Volvere to
be or remain satisfied or (if capable of waiver) be waived by midnight on the
21st day after the later of the first closing date of the Offer and the date on
which condition (a) is fulfilled (or in each case such later date as Volvere
may, with the consent of the Panel, decide), failing which the Offer will lapse.
  Volvere shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of conditions
(b) to (i) (inclusive) by a date earlier than the latest date specified above
for the fulfilment of that condition.

If the Panel requires Volvere to make an offer for NMT Shares under the
provisions of Rule 9 of the City Code, Volvere may make such alterations to the
conditions of the Offer, including to condition (a), as are necessary to comply
with the provisions of that Rule.

If the Offer lapses it will cease to be capable of further acceptance. NMT
Shareholders who have accepted the Offer and Volvere shall then cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.






                                  Appendix II

                                BASES AND SOURCES

In this announcement, unless otherwise stated or the context requires, 
the following bases and sources have been used:

1 General

Financial information relating to NMT has been extracted from the relevant
published Annual Report and Accounts of NMT and/or public statements made by NMT
and financial information relating to Volvere has been extracted from the
relevant published Annual Report and Accounts of Volvere and/or public
statements made by Volvere.


2 Value of the Offer

The Offer values NMT at approximately £5.3 million. There are 8,711,317 NMT
Shares in issue.  Volvere is not aware of any options to subscribe for new NMT
Shares other than pursuant to existing share option schemes and warrants, none
of which has an exercise price which is equal to or below the Offer price.


3 Time

All the times referred to in this announcement are London times.

                                  





                                  Appendix III

                                  Definitions


In this announcement, unless the context requires otherwise, the following
expressions shall have the following meanings:

'AIM'              the Alternative Investment Market

'AIM Rules'        the AIM Rules published by the London Stock Exchange

'certificated' or  a share or other security which is not in uncertificated form 
'in certificated   (that is, not in CREST)
form'

'Code', 'or        the Takeover Code issued by the Panel
'Takeover Code'

'Closing Price'    the middle market quotation of a share, as derived from the 
                   daily official list of the London Stock Exchange

'Dawnay Day'       Dawnay, Day Corporate Finance Limited, financial adviser to 
                   Volvere

'Enlarged Share    the entire issued ordinary share capital of Volvere following
Capital'           the issue of the New Volvere Shares

'Form of           the form of acceptance and authority relating to the Offer 
Acceptance'        which will accompany the Offer Document, which may only be                 
                   completed by holders of NMT Shares in certificated form

'Independent       Neil Ashley, The Hon. Richard Kalms and David Buchler
Volvere
Directors'

'Independent NMT   Alexander Muncie Gold and George Wardale
Directors'

'London Stock      London Stock Exchange plc
Exchange'

'New Volvere       the new Volvere Shares to be issued as consideration for NMT 
Shares'            Shares pursuant to the Offer

'NMT'              NMT Group PLC

'NMT Board'        The board of NMT

'NMT Directors'    the directors of NMT

'NMT Group'        NMT and its subsidiaries

'NMT Shares'       the existing unconditionally allotted or issued and fully 
                   paid ordinary shares of £4 each in the share capital of NMT 
                   and any further ordinary shares of £4 each which are 
                   unconditionally allotted or issued and fully paid before the 
                   Offer closes or before such earlier date as the Volvere 
                   Directors (subject to the City Code) may determine not, 
                   unless the Panel so permits, being earlier than the date on 
                   which the Offer becomes or is declared unconditional as to 
                   acceptances

'NMT               a holder of NMT Shares
Shareholder'

'NMT Share         the NMT Group share option schemes comprising the NMT Group 
Schemes'           Executive Share Option Scheme, the NMT Group Unapproved 
                   Executive Share Option Scheme and the NMT Group Share Save 
                   Scheme

'Offer'            the recommended offer by Volvere for the whole of the issued 
                   ordinary share capital of NMT not already owned by Volvere on 
                   the terms and subject to the conditions to be set out in
                   the Offer Document including, where the context so requires, 
                   any subsequent revision, variation, extension or renewal of 
                   such offer

'Offer Document'   the document to be addressed to NMT Shareholders containing 
                   the Offer

'Panel'            the Panel on Takeovers and Mergers

'Regulatory        a service approved by the London Stock Exchange for the 
Information        distribution to the public of AIM announcements and included 
Service'           within the list maintained on the London Stock Exchange's 
                   website

'Shore Capital'    Shore Capital & Corporate Limited, the Rule 3 Adviser to NMT 
                   under the City Code in relation to the Offer

'United States' or the United States of America, its territories and 
'U.S.'             possessions, the District of Colombia, and all other areas 
                   subject to its jurisdiction

'Volvere'          Volvere plc

'Volvere           the directors of Volvere
Directors'

'Volvere Group'    Volvere and its subsidiaries

'Volvere Shares'   ordinary shares of £0.0000001 each in the share capital of 
                   Volvere








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