Proposed Disposal

Volvere PLC
29 October 2007


29 October 2007
                                  
                                   VOLVERE plc
       Proposed Disposal of the Vectra Group Limited and its subsidiaries
                                      and
                    Notice of Extraordinary General Meeting

Volvere, the activist investor and turnaround investment company, announces
today the proposed disposal of its wholly owned subsidiary, Vectra Group Limited
and its subsidiaries to ARCADIS Geraghty & Miller International Limited, a
wholly owned subsidiary of ARCADIS N.V. for an aggregate cash consideration of
£6.0 million.

Highlights:

  •£6.0 million cash consideration

  •Successful turnaround of Volvere's first acquisition

  •IRR on investment in Vectra of over 40 per cent. per annum

  •Upon Completion, Volvere will have cash resources of over £10 million to
   invest in accordance with the Company's investing strategy

  •Upon Completion Volvere will have cash and net assets per Ordinary Share
   in excess of £1.90

Due to the size of Vectra relative to Volvere the Disposal is deemed to result
in a fundamental change of business under the AIM Rules and therefore requires
Volvere Shareholder approval. Volvere has therefore today sent a circular to
Volvere Shareholders convening an extraordinary general meeting of the Company
to be held at 10.30 am on 14 November 2007 at the offices of Volvere, 9-11
Grosvenor Gardens, London SW1W 0BD.

To be valid, forms of proxy in respect of the extraordinary general meeting must
be returned to the Company's registrars no later than 10.30 am on 12 November
2007.

For further information, please contact:

Jonathan Lander, Chief Executive Officer
Volvere plc                                               + 44 (0) 20 7979 7596

Terry Garrett
Weber Shandwick Financial                                  + 44 (0) 20 7067 0700

Tom Hulme
Landsbanki Securities (UK) Limited                        + 44 (0) 20 7426 9000


THE PROPOSED DISPOSAL OF VECTRA GROUP LIMITED AND ITS SUBSIDIARIES

The following has been extracted from the Circular to be posted to Volvere
Shareholders today, a copy of which will be available for review on the
Company's website www.volvere.co.uk from Tuesday 30 October 2007.

Background and reasons for the Disposal

Volvere acquired Vectra on 23 May 2003 for a cash consideration of £2 million,
from Amey plc during a period when Amey plc was disposing of various non-core
assets. Vectra is a provider of health and safety consulting services to clients
in, and regulators of, regulated industries. During the five months prior to the
acquisition by Volvere, Vectra incurred operating losses in excess of £1
million. Following the acquisition by Volvere, Vectra was restructured to focus
its activities on the nuclear, rail and the oil and gas sectors. Costs were
reduced and working capital management improved. This resulted in an improved
operating performance both in terms of profitability and cash flow. As a result,
the Company recouped the purchase price of Vectra within approximately three
years.

In line with its stated strategy, following Vectra's successful performance
post-acquisition, Volvere has been actively considering how to develop Vectra
further. The Volvere Board has concluded that the future development of the
Vectra Business is likely to be better achieved under new ownership where there
is believed to be synergy in both client service offering and central overhead
and the possibility of greater investment. The Volvere Board has therefore
decided that the Disposal is the best option for both Vectra and the Company.

The IRR on the Disposal is over 40 per cent. per annum from the acquisition date
to the expiry of the warranty period in 2009 (assuming no subsisting claims at
that time, and after all fees, commissions and expenses related to the Disposal,
and including all management fees paid by Vectra to Volvere during Volvere's
period of ownership.)

Information on Vectra and its financial performance

Vectra's principal activity is the provision of health and safety consulting
services to clients in, and regulators of, regulated industries. It has been
involved in this area for over 20 years giving it an international reputation in
this field.

Vectra employs approximately 110 staff, is headquartered in Warrington, United
Kingdom and has a further 10 offices, seven of which are based in the UK, two in
mainland Europe and one in the Middle East.

Financial information in relation to Vectra, which has been derived from the
Volvere Group's management accounts, is set out below:

                       6 months to           12 months to           12 months to 
                      30 June 2007       31 December 2006       31 December 2005
                         Unaudited              Unaudited              Unaudited

                              £000                   £000                   £000

Revenue                      5,419                 10,358                  9,898
                          ========             ==========             ==========
Operating
profit/(loss)                                                           
(Notes 1 & 2)                  382                    436                   (48)
                          ========             ==========             ==========
Profit/(loss)
before tax                                                            
(Notes 1 & 2)                  371                    422                   (43)
                          ========             ==========             ==========

Note 1: In response to acquisitions made in late 2005 and early 2006, Volvere
established a central service company with effect from 1 July 2006, to provide
financial, IT and personnel services to Volvere Group subsidiaries. Until that
date these activities were accounted for through the results of Vectra. In order
to present more clearly the results of Vectra, the 2006 results have been
adjusted on a pro forma basis to reflect the existence of the central service
company as though it had existed throughout that year. No similar exercise has
been performed for 2005 as for most of that year the people within Vectra worked
solely on operations within that business, albeit as a resource which
anticipated partly the Volvere Group's future growth.

Note 2: Operating profit/(loss) and profit/(loss) before tax are stated before 
intra-group charges.

As at 30 June 2007, the net assets of Vectra excluding intra-group balances were
£1.66 million. At Completion the net assets of Vectra are estimated to be £1.4
million.

As detailed in the Report and Accounts, Vectra is Volvere's largest subsidiary,
representing in 2006 about 75 per cent. of Volvere Group's revenue. Following
Completion, Volvere Group's revenue will be significantly reduced.

Information on the remaining businesses

Upon Completion, Volvere Group will comprise one investing company: NMT Group
PLC ('NMT') and three trading subsidiaries: Sira Test and Certification Limited
('STC'), Sira Environmental Limited ('SEL') and Sira Defence & Security Limited
('SDS').

NMT has no operating activities and is an investing company with approximately
£5.9 million of cash. The Volvere Group owns approximately 95 per cent. of NMT.

STC is a provider of certification services covering the safety of products that
are used within potentially explosive environments (such as chemical plants,
mines and other hazardous areas). The business also provides training for
personnel that work in such environments. STC employs 42 staff and has offices
in Chester and Bakewell, United Kingdom.

SEL provides monitoring and conformity assessment solutions to the environmental
monitoring community in the specific areas of water quality and emissions
monitoring. The business has a United Kingdom Accreditation Service accredited
laboratory for gas and climatic testing and operates the MCERTS program for the
Environment Agency ('EA'), certifying people and products as conforming to
certain EA technical standards. SEL employs seven people and is based in
Crayford, United Kingdom.

SDS develops, and advises in relation to, security solutions and surveillance
products for government agencies, the Police service and the Home Office. SDS
employs four people and is also based in Crayford, United Kingdom.

Principal terms of the Disposal

Under the terms of the SPA, Volvere has agreed to sell, subject to Volvere
Shareholders' approval, the entire issued share capital of Vectra Group Limited
to ARCADIS for a cash consideration of £6.0 million.

£5.5 million of the purchase price will be paid at Completion which is due to
take place as soon as reasonably practicable after Volvere Shareholders' have
approved the Disposal, provided that there has been no material adverse effect
on the Vectra Group since the SPA was entered into. (For the purposes of the
SPA, there will have been a material adverse effect if an event occurs which is
not provided for in the Vectra Group's accounts and which could reasonably give
rise to an unforeseen uninsured or otherwise irrecoverable loss or to an
unforeseen uninsured liability, which will reduce the profits or turnover of the
Vectra Group by £0.5 million or more in the current financial year). The balance
of £0.5 million will be held in a retention account until the end of the
warranty period, being 18 months after Completion, and then be released subject
to any subsisting warranty claims by ARCADIS at that time. Volvere has given
normal warranties and indemnities appropriate to a transaction of this type,
including warranties concerning the value of Vectra's trade debtors and
work-in-progress (subject to certain limitations).

Volvere will pay approximately £0.79 million in fees, commissions and expenses
related to the Disposal.

Use of proceeds and renewal of investing strategy authority

Under the terms of the Disposal, at Completion the Company will receive a cash
consideration of approximately £4.71 million (net of fees, commissions and
expenses), with an additional consideration payable of up to £0.5 million 18
months after Completion (provided there are no warranty claims outstanding at
that time). The Company intends to use the proceeds of the Disposal and its
existing cash resources (which as of 30 June 2007 were £6.4 million) to continue
to invest in accordance with the Company's investing strategy. Upon Completion
the Company will have cash and net assets per Ordinary Share in excess of £1.90.

Upon Completion, Volvere will have disposed of its largest subsidiary and will
be an 'investing company' under the AIM Rules. The Company is required to ask
Volvere Shareholders to approve its ongoing investing strategy details of which
will be set out in the Circular.

Current trading

On 27 September 2007, Volvere announced its Interim Results in which it stated
that the Volvere Group trading revenue had grown by almost 12 per cent. during
the six month period to 30 June 2007 and profit before tax was £4,000 for the
same period compared to a loss of £3,000 for the six month period ended 30 June
2006. Cash balances as at 30 June 2007 were £6.4 million. Since that date
trading has been in line with management expectations.

Irrevocables

The Company has received irrevocable undertakings from certain Volvere
Shareholders (including all of the Volvere Directors) to vote in favour of the
Resolutions in respect of, in aggregate, 3,201,151 Ordinary Shares representing
in aggregate approximately 56.4 per cent. of the issued ordinary share capital
of the Company.

Recommendation

The Volvere Directors believe that the terms of the Disposal and Company's
investing strategy, are in the best interests of the Company and Volvere
Shareholders as a whole. Accordingly, the Volvere Directors unanimously
recommend Volvere Shareholders to vote in favour of the Resolutions.

The Volvere Directors have irrevocably undertaken to vote in favour of the
Resolutions in respect of their own beneficial holdings, which in aggregate
amount to 1,082,735 Ordinary Shares, representing approximately 19.08 per cent.
of the Ordinary Shares in issue at the date of this document.

DEFINITIONS

The following definitions apply throughout this document unless the context
requires otherwise:

'Admission'          admission of Volvere Ordinary Shares to trading on AIM on 24
                     December 2002

'AIM'                the market known as AIM operated by the London Stock Exchange
                     plc

'AIM Rules'          the AIM Rules for Companies of the London Stock Exchange plc
                     governing admission to trading on and operation of AIM

'ARCADIS'            ARCADIS Geraghty & Miller International Limited, a wholly owned
                     subsidiary of ARCADIS N.V.

'Circular'           the circular to be posted to Volvere Shareholders today giving
                     details of the Disposal and the Company's investing strategy

'Completion'         completion of the Disposal pursuant to the terms of the SPA

'Disposal'           the disposal of the Vectra Business

'Interim Results'    the unaudited interim report of the Company for the six months
                     ended 30 June 2007 announced on 27 September 2007, a copy of
                     which has been posted to Volvere Shareholders and is also
                     available on the Company's website www.volvere.co.uk

'IRR'                Internal Rate of Return

'Ordinary Shares'    ordinary shares of £0.0000001 each in the capital of the
                     Company

'Resolution(s)'      the resolutions numbered 1 and 2 to be proposed at the
                     extraordinary general meeting of the company as set out in the
                     Circular

'Report and          the annual audited report and accounts of the Company for the
Accounts'            year ended 31 December 2006, a copy of which has been posted to
                     Volvere Shareholders and is also available on the Company's
                     website www.Volvere.co.uk

'SPA'                the sale and purchase agreement entered into between (1) the
                     Company and (2) ARCADIS on 29 October 2007 for the sale of the
                     Vectra Business

'United Kingdom'     the United Kingdom of Great Britain and Northern Ireland
or 'UK'

'Volvere' or         Volvere plc
the 'Company'

'Volvere Group'      Volvere and its subsidiary undertakings as at the date of this
                     document

'Volvere Board'      the board of directors of Volvere
or 'Volvere
Directors'           

'Volvere             holders of Ordinary Shares
Shareholder'

'Vectra' or          Vectra Group Limited and its subsidiaries as at Completion
'Vectra
Business'            

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