Pricing & conditional dealing

Plaza Centers N.V.
27 October 2006


This announcement is not an offer of securities for sale in the United States or
any other jurisdiction. This announcement is an advertisement and not a
prospectus and investors should not subscribe for or purchase any shares
referred to in this announcement except solely on the basis of information in
the prospectus to be published by Plaza Centers N.V. in due course in connection
with the admission of the ordinary shares (the 'Ordinary Shares') in the capital
of Plaza Centers N.V. to the Official List of the UK Listing Authority and to
trading on the main market for listed securities of the London Stock Exchange 
('LSE'). Copies of the Prospectus will, following publication, be available from
Plaza Centers N.V's registered office at 241 Keizersgracht, EA1016 Amsterdam,
The Netherlands and at the offices of Plaza Centers N.V's lawyers, Berwin
Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA during
normal business hours on any weekday (Saturdays, Sundays and public holidays
excepted).


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE
STATE OF ISRAEL, THE REPUBLIC OF IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
AND THEIR RESPECTIVE TERRITORIES AND POSSESSIONS.


Plaza Centers N.V. Announces Offer Price of 180 pence per Ordinary Share


(LONDON, 27 October 2006) - Plaza Centers N.V. ('Plaza' or the 'Company'), today
announces the successful pricing of its initial public offering of Ordinary
Shares (the 'IPO' or the 'Offer') on the Official List of the LSE.

-  The offer price has been set at 180 pence per Ordinary Share (the ' Offer 
   Price')



-  Based upon the Offer Price, the market capitalisation of Plaza at the
   commencement of conditional dealings will be £514.3 million. Conditional
   dealings are expected to commence on the London Stock Exchange at 8:00am 
   today (27 October) under the ticker symbol PLAZ. A final prospectus will be 
   published in due course. 


-  The Offer consists of 85.71 million new Ordinary Shares (excluding 10% 
   greenshoe). Following the Offer, the free float of the Company will be
   approximately 30%.


-  It is expected that admission of Plaza's ordinary shares to the Official List 
   of the UKLA and to trading on the main market for listed securities of the 
   LSE ('Admission') will become effective and unconditional dealings will 
   commence at 8:00am on 1 November 2006.


UBS Investment Bank is the sole bookrunner to the offer of Ordinary Shares (the
'Offer') and sponsor in connection with Admission.


Mordechay Zisser, Chairman of the Board, Europe Israel Group of Companies said:

'We are delighted to have successfully completed the offer and to be able to
welcome a varied international institutional investor base to the Company. We
look forward to capitalising on our experienced management team and our local
presence to deliver our initial development portfolio. We will further diversify
and grow the Company's portfolio through the development of high quality retail
and entertainment property assets across multiple geographic regions.'



Ran Shtarkman, CEO and acting CFO, Plaza Centers N.V. said:



'With the Offer now behind us, we will immediately begin our planned development
activity to create capital growth for our shareholders. We have a number of very
exciting opportunities in our portfolio that we look forward to bringing to
fruition.'


For further information please contact:

Plaza

Mordechay Zisser                                                 [phone]

Ran Shtarkman                                                     [phone]

UBS

James Dauman                                                    [phone]

Andrew Shore                                                    [phone]


Financial Dynamics                                              [phone]

Stephanie Highett/ Dido Laurimore



UBS Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is advising the Company and no one else in
relation to the Offer. UBS Limited will not be responsible to anyone other than
the Company for providing the protections afforded to the customers of UBS
Limited or for providing advice in relation to the Offer, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.



The announcement does not constitute an offer of securities for sale in the
United States of America, nor may the securities be offered or sold in the
United States of America absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended in the rules and regulations
thereunder. There is no intention to register any portion of the offering in the
United States of America or to conduct a public offering of securities in the
United States of America.



The distribution of this announcement, any related documents, and the offer,
sale and/or issue of the Ordinary Shares in certain jurisdictions may be
restricted by law.  No action has been taken to permit a public offer of the
Ordinary Shares or possession or distribution of this announcement.  Persons
into whose possession this announcement (or any other offer or publicly material
or application form relating to the Ordinary Shares) comes are required to
inform themselves about and to observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of such jurisdiction. This announcement does not constitute or form part of an
offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary
Shares to any person in any jurisdiction to whom or in which such offer or
solicitation is unlawful and, in particular, is not for release, publication or
distribution in or into the United States of America, Canada, Australia, the
State of Israel, Republic of Ireland, Japan or the Republic of South Africa and
their respective territories and possessions.  The issue of the Ordinary Shares
has not been and will not be registered under the applicable securities law of
the United States of America, Canada, Australia, the State of Israel, the
Republic of Ireland, Japan or the Republic of South Africa.



The contents of this announcement, which have been prepared by and are the sole
responsibility of the Company, have been approved by UBS Limited solely for the
purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 of
the United Kingdom.



Forward-Looking Statements



This announcement contains 'forward-looking statements', including statements
about current beliefs and expectations of the Directors. In particular the words
'expect', 'anticipate', 'estimate', 'may', 'should', 'plans', 'intends', 'will',
'believe', and similar expressions (or in each case their negative and other
variations or comparable terminology) can be used to identify forward-looking
statements. These statements are based on the Directors' expectations of
external conditions and events, current business strategy, plans and other
objectives of management for future operations, and estimates and projections of
the Company's financial performance. Though the Directors believe these
expectations to be reasonable at the date of this announcement they may prove to
be erroneous. Forward-looking statements involve known and unknown risks and
uncertainties and speak only as of the date they are made. Investors are hereby
cautioned that certain important factors could cause actual results, outcomes,
performance or achievements of the Company or industry results to differ
materially from those expressed or implied in forward-looking statements.



Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement reflect the
Company's view with respect to future events as at the date of this announcement
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Save as required by law or by the
Listing Rules, Disclosure Rules or Prospectus Rules of the Financial Services
Authority, the Company undertakes no obligation publicly to release the results
of any revisions to any forward-looking statements in this announcement that may
occur due to any change in its expectations or to reflect events or
circumstances after the date of this announcement.



This announcement does not constitute a recommendation concerning the Offer. The
value of shares can go down as well as up. Past performance is not a guide to
future performance. Potential investors should consult a professional advisor as
to the suitability of the Offer for the individual concerned.



Stabilization/FSA



Background Information

The Group is a developer of shopping and entertainment centres in Central and
Eastern Europe and India. The Company focuses on constructing new centres and,
where there is significant redevelopment potential, redeveloping existing
centres in both capital cities and important regional centres. The Company is an
indirect subsidiary of Elbit Medical Imaging Ltd. ('EMIL'), an Israeli public
company whose shares are traded on both the Tel Aviv Stock Exchange in Israel
and the NASDAQ Global Market in the United States.



The Group's developments



The Group is currently in the process of developing ten shopping and
entertainment centre projects, which are under various stages of development:



• Arena Plaza - a centre with a planned gross lettable area of approximately
66,000 sq m in Budapest, Hungary, which is scheduled to open in the fourth
quarter of 2007;



• Lublin Plaza - a centre with a planned gross lettable area of approximately
26,000 sq m in Lublin, Poland, which is scheduled to open in the second quarter
of 2007 in which the Group holds a 50% interest;*



• Rybnik Plaza - a centre with a planned gross lettable area of approximately
18,000 sq m in Rybnik, Poland, which is scheduled to open in the second quarter
of 2007;+



• Sosnowiec Plaza - a centre with a planned gross lettable area of approximately
13,000 sq m in Sosnowiec, Poland, which is scheduled to open in the second
quarter of 2007;+



• Plzen Plaza - a centre with a planned gross lettable area of approximately
20,000 sq m in Plzen, Czech Republic. Construction is due to commence in the
last quarter of 2006 and which is scheduled to open in the fourth quarter of
2007; +



• Riga Plaza - a centre with a planned gross lettable area of approximately
45,000 sq m in Riga, Latvia, in which the Group holds a 50% interest.
Construction is due to commence in the fourth quarter of 2006 and the centre is
scheduled to open in the third quarter of 2008;



• Lodz Plaza - a project in the preliminary planning and development stage, to
be constructed on an area of land in a prime location in Lodz, Poland with a
planned gross lettable area of approximately 29,000 sq m. The Group is currently
determining the nature and extent of the proposed project;



• Liberec Plaza - a project in the preliminary planning and development stage,
to be constructed on an area of land in a prime location in Liberec, Czech
Republic, with a planned gross lettable area of approximately 21,000 sq m.
Construction is due to commence in the second quarter of 2007 and the centre is
scheduled to open in the third quarter of 2008;



• Opava Plaza - a project in the preliminary planning and development stage, to
be constructed on an area of land in a prime location in Opava, Czech Republic,
with a planned gross lettable area of approximately 14,000 sq m. Construction is
due to commence in the first quarter of 2008 and the centre is scheduled to open
in the second quarter of 2009; and



• Suwalki Plaza - a project in the preliminary planning and development stage,
to be constructed on an area of a land in a prime location in Suwalki, Poland,
with a planned gross lettable area of approximately 14,000 sq m. Construction is
due to commence in the second quarter of 2007 and the centre is scheduled to
open in the third quarter of 2008.



Klepierre and the Company have entered into a preliminary agreement under which
Klepierre will acquire three of the shopping and entertainment centre projects
described above once they have been completed (namely Rybnik Plaza, Sosnowiec
Plaza and Plzen Plaza), subject to the fulfillment of certain conditions. In
addition, Klepierre has an option to acquire the Lublin Plaza shopping and
entertainment centre, subject to certain conditions, on the same terms and
conditions as provided for in the aforementioned preliminary agreement.



A fifth centre (the Novo Plaza in Prague) was completed in March 2006 and was
sold and delivered on 30 June 2006 under the preliminary agreement with
Klepierre.



In addition, the Company has entered into an agreement with Klepierre to build
an extension to the Duna Plaza shopping and entertainment centre owned by
Klepierre with a planned gross lettable area of approximately 15,000 sq m,
construction of which is anticipated to commence in the last quarter of 2007,
assuming Klepierre assembles the required land and requisite building permits
are obtained.



The Group has also leveraged its emerging markets expertise to expand beyond CEE
and is currently planning to invest in several projects in India, which it
believes has a number of attractive characteristics:



(i)                 the significant economic growth the country has experienced
over the last 5 years, which is expected to continue in the coming decade;

(ii)               the rapid growth in household income, which is a similar
trend to that the Group experienced in CEE when it commenced operations;

(iii)              the Group's experience in emerging markets with similar
complex legal and regulatory environments to India;

(iv)             the interest from major retailers in the areas being considered
by the Group;

(v)              the undeveloped retail industry in India, which is expected to
enter a period of exponential growth; and

(vi)             lack of local expertise and hence competition in the
development of shopping and entertainment centres.



Furthermore, the Group will examine other countries in CEE and Asia that meet
the Group's development criteria with a view to identifying further
opportunities in this sector. In addition, the Group owns four other properties
that are a mixture of offices and development sites for residential or office
use in Prague, Budapest and Athens.



The shopping and entertainment centre product offering



The Group has generally built shopping and entertainment centres of between
8,000 - 70,000 sq m (GLA), but would develop larger shopping and entertainment
centres if its development criteria were met. The Group builds shopping and
entertainment centres whose size, tenant mix and design are dictated by market
demand, that take into account particular factors such as the size of the local
catchment area (generally a minimum of 50,000 people), the socio-economic status
of the population, any competing shopping and entertainment centres in the
locality, local retail demand (whether for fashion, grocery/local convenience
stores or entertainment) and the location of the site (whether city centre or
suburban).



Each centre comprises two principal elements: shopping and entertainment.



The shopping element comprises large retail anchor tenants (such as Tesco,
Carrefour, Match, Stokrotka, H&M, Zara and C&A). These anchor tenants form the
basis of the shopping areas around which smaller boutiques, international brands
such as Hugo Boss, Mango, Aldo and Esprit, and local retailers create a
carefully balanced tenant mix to meet local demand. Leases with anchor tenants
generally run for a term of 10 to 15 years, with an option to extend. Leases
with semi-anchor tenants are usually for a term of five to ten years, while
standard units will be leased for three to five years.



The entertainment facilities typically include a multiplex cinema complex of
between four and twelve screens, depending on the size of the centre, and, where
appropriate, an IMAX auditorium. The entertainment areas also include a gaming
area comprising a video games arcade, bowling alley, electronic gaming machines,
billiards, discotheque, bar and a children's playground. Mulan B.V., trading as
Fantasy Park (a wholly-owned subsidiary of Dreamland Entertainment N.V., which
is a wholly-owned subsidiary of the Company), operates the gaming area and I.T.
Cinemas B.V. operates the multiplex cinemas (except in Riga and in four of the
previously owned Hungarian centres). Each entertainment area also includes a
food court offering a wide range of food outlets together with coffee shops and
restaurants.


* Subject to option to sell to Klepierre.

+Subject to contract to sell to Klepierre.


Competitive strengths



Pioneer in introducing western-style shopping and entertainment centres to the
CEE region



The Group has been active in emerging markets since 1996, when it opened the
first western-style shopping and entertainment centre in Hungary and began to
implement its vision of offering western-style retail and entertainment
facilities to a growing middle class and an increasingly affluent consumer base.
Over the past 10 years, the Group has expanded its operations in central Europe
and eastwards into Poland, the Czech Republic and Latvia, and more recently
India and has proven its ability to anticipate and adapt to market trends and
deliver innovative large scale projects.



Highly skilled management team



In its ten years of operation, the Group's highly qualified real estate
professionals and local management teams have accumulated extensive knowledge of
local markets and demonstrated a proven ability to source strategic development
sites, design attractive and innovative projects that meet the demands of the
local market and obtain planning and building permissions expeditiously. The
Group runs a highly efficient construction process in order to minimise costs -
the Group has completed all of its developments within the construction
timeframe of between nine to eighteen months and almost without budget overruns.
The Directors believe that it is this efficiency and quality of execution
together with the Company's local knowledge and infrastructure that has given
the Group its competitive advantage in each of its principal markets.



Productive relationships with both leading international and local retailers



The Group has productive relationships with recognised international retailers -
such as Tesco, H&M, Zara, C&A and local retailers. The strength of such
relationships is demonstrated by the Company's track record of signing up
tenants, with 80% - 95% of each shopping and entertainment centre developed by
the Group having been let within the first year after opening. In addition,
through its exclusive relationship with I.T. Cinemas B.V. and its own indirect
subsidiary Mulan B.V., trading as Fantasy Park, the Group has strong
relationships with the occupiers of the entertainment space in the centres.





Strong relationships with premier property investors and operators and the
ability to attract buyers early in the development process



The Company's strong track record in successfully pre-selling its centres is
demonstrated by the sale of developments to Klepierre, Europe's second largest
shopping centre operator, and Dawnay Day, one of the UK's leading institutional
property investors. By agreeing the sale of a shopping and entertainment centre
during the development phase, the Company locks in yields and achieves enhanced
cash visibility. The Company's disposals to date have generated returns upon
realisation of between 40%-60% on equity invested, and the Company will target
the same returns in the future. The Group also has continuing relationships with
leading institutional property developers and strategic buyers.



Strong brand name



Due to the Group's reputation for successful property development, ''Plaza
Centers'' has become a widely recognised brand name. Following the acquisition
of the shopping and entertainment centres by Klepierre and Dawnay Day, the
purchasers continue to use, under licence granted to them by the Group, the ''
Plaza Centers'' Community and Hungarian trade marks.



Clearly identified pipeline of new growth opportunities targeting attractive
returns in fast growing emerging markets



The Group, with its strong track record as a leading developer of shopping and
entertainment centres in the fast growing CEE market, is well positioned to
leverage the significant retail demand resulting from the rapidly growing
incomes and increasingly westernised tastes and habits of emerging markets. The
Group has a clear and focused growth pipeline across CEE and India. The Group is
currently negotiating terms on nine projects and analysing 13 additional towns
and cities suitable for potential development projects. The Group aims to
commence the development of four to five shopping and entertainment centres each
year.



Flexible product mix tailored to local market demand



The Group has pioneered the development of western style shopping and
entertainment centres in both capital cities and other key regional centres in
CEE. Furthermore, the Group is able to design and deliver shopping and
entertainment centres based on a comprehensive demographic analysis within each
of its markets. Each project is tailored to the demand of the local market in
terms of the retail/entertainment offering, tenant mix, design and lettable area
so as to exploit the local market to the maximum effect.



Business strategy



Plaza has a strategy in place from which to deliver future growth.  This
strategy is based upon four key objectives:



  • to develop four to five modern western-style shopping and entertainment
    centres in the capital and regional cities of selected countries, primarily
    in CEE (focusing on the medium term in Poland, the Czech Republic, Slovakia
    and Romania) and India (focusing on large cities within Southern India) per
    year;



  • to acquire operating shopping centres that show significant redevelopment
    potential (either as individual assets or as portfolios) for refurbishment
    and subsequent re-sale;



  • to pre-sell, where prevailing market and economic conditions are
    favourable, the centres prior to, or shortly after, commencement of
    construction or redevelopment; and



  • where the opportunity exists in CEE, to extend its developments beyond
    shopping and entertainment centres by leveraging its strengths and drawing
    upon the experience and skills of the Company's executive management team
    and the Europe Israel Group to participate in residential, hotel, offices
    and other development schemes where such developments form part of
    integrated large scale business and leisure developments, such as Dream
    Island, an area of land measuring approximately 347,000 sq m (excluding
    parking) located on the southern end of Obuda Island in the Danube River in
    central Budapest.



The Group will also assess and consider specific development opportunities that
satisfy the Group's development parameters and investment criteria in countries
not previously targeted by the Group.



Whilst the Group's current strategy in CEE is to dispose of a shopping and
entertainment centre upon completion, if economic conditions, including property
yields, change such that retaining and operating a shopping and entertainment
centre on completion is likely to be more profitable to the Group than disposing
of it, the Group will consider retaining and operating the completed shopping
and entertainment centre until economic conditions warrant a profitable sale.
Currently, the Group is considering initially holding its Indian developments,
once completed, because it is attracted by the high potential cash-flows and the
hope that the market will continue to re-rate such assets.



                          Further details of the offer

Capitalised terms used but not defined herein shall have the meanings ascribed
to them in the Prospectus.



As at 26 October 2006, 26,108,602 non-negotiable options over Ordinary Shares
were granted, the terms and conditions of which (except for the exercise price)
will be regulated by the Share Option Scheme.



The authorised but unissued share capital of the Company immediately following
Admission will be €7,142,857.14 representing approximately 71.4% of the
authorised share capital of the Company. Approximately 1.5% of the authorised
share capital will be reserved for the issue of 15,037,594 Ordinary Shares on
the exercise of the options to be issued under the Share Option Scheme.



The total number of Options that may be granted under the Share Option Scheme
shall be 33,834,586 which, if fully exercised, would be a maximum dilution of 5%
of the Enlarged Share Capital).



Offer Statistics


Number of Ordinary Shares in the Offer to be issued by the            85,714,286
Company

Number of Ordinary Shares subject to the Over-allotment                8,571,428
Option

Number of Ordinary Shares in issue immediately following             285,714,286
Admission*

Gross proceeds of the Offer before expenses*                        £154,285,715

Net proceeds of the Offer*                                          £145,853,017

Expected market capitalisation of the Company immediately           £514,285,715
following the Offer*

* Assuming no exercise of the Over-allotment Option



Expected Timetable of Principal Events*


Event                                                2006

Announcement of Offer Price and                      27 October
allocation

Commencement of conditional dealings                 27 October
on the London Stock Exchange**

Payment to be received from investors                1 November
pursuant to the Offer in cleared funds

Admission effective and unconditional                8.00 a.m. on 1 November
dealings expected to commence in the
Ordinary Shares

CREST accounts expected to be                        8.00 a.m. on 1 November
credited in respect of Depositary
Interests


Note:

* Each of the times and dates in the above timetable are subject to change.
Reference to times are to London times, unless otherwise stated.

** It should be noted that, if Admission does not occur, all conditional
   dealings will be of no effect and any such dealings will be at the sole risk 
   of the persons concerned.


Major shareholders



On Admission, save for the interests of the Directors disclosed below, the
Company is aware of the following person who is or will be interested (sections
6 and 7 of the Dutch Disclosure Act), directly or indirectly in 5% or more of
the issued share capital of the Company:


                                  Before Admission                  Immediately on Admission

                        Number of        Percentage of        Number           Percentage of
                        Ordinary         issued share         Of               issued share
                        Shares           capital/voting       Ordinary         capital/voting
                                         rights               Shares           rights

Name

Elbit Ultrasound        200,000,000      100                  200,000,000      70.0
(Netherlands)
B.V.*



* One share held by Stichting L'Orage as nominee for Elbit Ultrasound
  (Netherlands) B.V.


As at 26 October 2006 (being the latest practicable date prior to the
publication of the Prospectus) and as expected on Admission, the interests (all
of which are beneficial) of the Directors in the share capital of the Company
are as follows:


                                                 Number of options

Mr Mordechay Zisser                              3,907,895
Mr Ran Shtarkman                                 10,150,376 (1)
Mr Shimon Yitzhaki                               1,116,541 (2)
Mr Marius van Eibergen Santhagens                -
Mr Edward Paap                                   -
Mr Marco Wichers                                 -

(1)        Mr. Shtarkman is receiving 150,000 options pursuant to his
directorship and Goryan Management Limited (a company owned by Mr. Shtarkman) is
receiving 10,000,376 options.

(2)        Mr. Yitzhaki is receiving 150,000 options pursuant to his
directorship and 966,541 pursuant to his employment with EMI.



Bridgewell Limited is the sole lead manager.

UBS Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is advising the Company and no one else in
relation to the Offer. UBS Limited will not be responsible to anyone other than
the Company for providing the protections afforded to the customers of UBS
Limited or for providing advice in relation to the Offer, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.



The announcement does not constitute an offer of securities for sale in the
United States of America, nor may the securities be offered or sold in the
United States of America absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended in the rules and regulations
thereunder. There is no intention to register any portion of the offering in the
United States of America or to conduct a public offering of securities in the
United States of America.



The distribution of this announcement, any related documents, and the offer,
sale and/or issue of the Ordinary Shares in certain jurisdictions may be
restricted by law.  No action has been taken to permit a public offer of the
Ordinary Shares or possession or distribution of this announcement.  Persons
into whose possession this announcement (or any other offer or publicly material
or application form relating to the Ordinary Shares) comes are required to
inform themselves about and to observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of such jurisdiction. This announcement does not constitute or form part of an
offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary
Shares to any person in any jurisdiction to whom or in which such offer or
solicitation is unlawful and, in particular, is not for release, publication or
distribution in or into the United States of America, Australia, Canada, the
State of Israel, Republic of Ireland, Japan or the Republic of South Africa and
their respective territories and possessions.  The issue of the Ordinary Shares
has not been and will not be registered under the applicable securities law of
the United States of America, Canada, Australia, the State of Israel, the
Republic of Ireland, Japan or the Republic of South Africa.

The contents of this announcement, which have been prepared by and are the sole
responsibility of the Company, have been approved by UBS Limited solely for the
purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 of
the United Kingdom.



Forward-Looking Statements



This announcement contains 'forward-looking statements', including statements
about current beliefs and expectations of the Directors. In particular the words
'expect', 'anticipate', 'estimate', 'may', 'should', 'plans', 'intends', 'will',
'believe', and similar expressions (or in each case their negative and other
variations or comparable terminology) can be used to identify forward-looking
statements. These statements are based on the Directors' expectations of
external conditions and events, current business strategy, plans and other
objectives of management for future operations, and estimates and projections of
the Company's financial performance. Though the Directors believe these
expectations to be reasonable at the date of this announcement they may prove to
be erroneous. Forward-looking statements involve known and unknown risks and
uncertainties and speak only as of the date they are made. Investors are hereby
cautioned that certain important factors could cause actual results, outcomes,
performance or achievements of the Company or industry results to differ
materially from those expressed or implied in forward-looking statements.



Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement reflect the
Company's view with respect to future events as at the date of this announcement
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Save as required by law or by the
Listing Rules, Disclosure Rules or Prospectus Rules of the Financial Services
Authority, the Company undertakes no obligation publicly to release the results
of any revisions to any forward-looking statements in this announcement that may
occur due to any change in its expectations or to reflect events or
circumstances after the date of this announcement.



This announcement does not constitute a recommendation concerning the Offer. The
value of shares can go down as well as up. Past performance is not a guide to
future performance. Potential investors should consult a professional advisor as
to the suitability of the Offer for the individual concerned.

Stabilization/FSA


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