Related Party Transaction

NMT Group PLC 10 February 2006 10 February 2006 NMT Group plc ('the Company') Material Transaction with a Related Party The Company announces that it has today entered into an agreement ('the Agreement') with Volvere plc ('Volvere') (1), a substantial shareholder of and therefore a related party of the Company under the AIM Rules, (2) Lord Kalms of Edgware, a Director of the Company, (3) Jonathan Lander, a Director of the Company, (4) Nicholas Lander, a Director of the Company and (5) Dawnay Day Lander Limited. This varies an agreement entered into on 26 November 2005 pursuant to which the services of Lord Kalms of Edgware, Jonathan Lander and Nicholas Lander (the 'Executive Directors') were seconded to the Company by Volvere. Duties Under the terms of the Agreement, the Executive Directors are required to fulfil all appropriate board and management functions relating to the Company including but not limited to: the function of Chairman, the day-to-day supervision of the Company's business and staff, and the identifying and implementation of strategies for realising shareholder value. Management and Performance Fee In consideration for fulfilling the duties outlined above, the existing arrangements the Company pays Volvere an annual fee of £40,000 plus VAT in relation to the provision of Lord Kalms' services and an amount of £20,000 per month plus VAT collectively in respect of the services of Jonathan Lander and Nicholas Lander at any time when the Company is in an offer period for the purposes of the Takeover Code or during a period of significant corporate activity. In any period not being an offer period or a period of significant corporate activity the fee in relation to the services of Nicholas and Jonathan Lander is reduced to £60,000 per annum plus VAT on a pro rata basis. As of 9 February these arrangements are terminated. Under the revised arrangements, the Company will from 10 February 2005 pay to Volvere a Management Fee plus a Performance Fee. The Management Fee is a monthly fee payable in cash equal to 0.25% of the net assets of the Company determined in accordance with the consolidated monthly management accounts. The Performance Fee is an amount payable in cash equal to 20 per cent. of any uplift in the share price of the Company, measured at monthly rests following the date of the Agreement. To the extent that the share price falls again subsequently, no further Performance Fee will be payable unless the share price of the Company rises above the previous highest level and remains above that level at the next monthly calculation date. Termination The Agreement may be terminated by giving three months' notice in writing by either Volvere or the Company. In the event that the Agreement is terminated by the Company other than in certain specified circumstances, Volvere is entitled to a Termination payment of six per cent of the then current Net Asset Value (calculated as at the end of the previous month.) In addition Volvere is entitled to a payment of an amount equal to : O x B Where: O = the value of an option using the Black Scholes valuation model with the following inputs: Maturity = 24 months; Volatility = the higher of the historical 12 months volatility and 20%; Exercise price = the lowest closing mid-market price for the 12 months prior to the termination date; interest rate = 4%; and B = the weighted average number of the Company's ordinary shares outstanding for the month prior to termination. Lex Gold and George Wardale, who are independent Directors of the Company in relation to the Agreement as they have no personal involvement in the Agreement, consider, having consulted with the Company's Nominated Adviser Shore Capital & Corporate Limited, that the terms of the Agreement are fair and reasonable insofar as its shareholders are concerned. Enquiries: NMT Group PLC Jonathan Lander 020 7979 7574 Shore Capital & Corporate Limited Guy Peters 020 7408 4090 This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings