Recommended Offer by NSB Retail Systems, Part 1

Real Time Control PLC
28 January 2000

PART 1


(NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR  IN
PART  IN  OR  INTO THE USA, CANADA, AUSTRALIA,  JAPAN  OR  THE
REPUBLIC OF IRELAND)


                           SUMMARY:
                               
                NSB RETAIL SYSTEMS PLC ('NSB')
   RECOMMENDED CASH OFFER FOR REAL TIME CONTROL PLC ('RTC')
                    11 FOR 63 RIGHTS ISSUE
             TO RAISE APPROXIMATELY £75.1 MILLION
      PROFIT ESTIMATE FOR THE YEAR ENDED 31 DECEMBER 1999


-  The  boards  of  NSB  and  RTC  have  agreed  terms  for  a
   recommended  cash  offer to be made by  Close  Brothers  on
   behalf of NSB to acquire RTC.
   
-  The  Offer  will be 1050p in cash for each RTC Share  which
   values  the total existing issued share capital of  RTC  at
   approximately £73.8 million.  A Loan Note Alternative  will
   be  made  available.   The Offer represents  a  premium  of
   approximately  47 per cent. over the closing middle  market
   price  of  715p for each RTC Share on 25 October 1999  (the
   day  before  the  announcement that RTC was in  discussions
   that may or may not lead to an offer).
   
-  NSB  has  received irrevocable undertakings  from  the  RTC
   directors  and  connected parties to accept  the  Offer  in
   respect  of 3,930,175 RTC Shares representing approximately
   56  per  cent. of the issued share capital of  RTC.   These
   undertakings  will  only lapse if the Offer  lapses  or  is
   withdrawn.
   
-  The  NSB  Directors  believe the Acquisition  will  enhance
   NSB's position in the retail market providing:
   
     -    Clear leadership in the UK retail solutions area
     -    An extended product and customer range
     -    Greater exposure to overseas markets, in particular 
          France and Germany
     -    Greater opportunities for staff
     -    Operational efficiencies
     
-  NSB proposes to raise £75.1 million by way of an 11 for  63
   rights  issue  of convertible unsecured loan stock  in  NSB
   Funding  PLC at the equivalent of 2150p per New NSB  Share.
   It  is expected that the Stock Units will convert into  New
   NSB  Shares on a one-for-one basis upon the Offer  becoming
   or being declared unconditional in all respects.
   
-  NSB estimates that, for the year ended 31 December 1999, as
   is  set  out  in Appendix III of this announcement,  profit
   before  tax  (before amortisation of goodwill,  exceptional
   operating   expenses   and   merger   expenses)   will   be
   approximately £4.6 million.
   
-  The  Offer  is subject to the conditions and further  terms
   set  out  or referred to in Appendix I, and is conditional,
   inter alia, on Admission of the NSB Stock Units and on  the
   NSB   Shareholders  passing  a  resolution  approving   the
   Acquisition.   The  directors of NSB have recommended  that
   NSB Shareholders vote in favour of such resolution, as they
   intend to do in respect of their own NSB Shares.


Commenting today, Nikki Beckett, Chief Executive of NSB said:

'We  are  delighted to welcome RTC into the  NSB  group.   The
acquisition  of  RTC creates the UK market  leader  in  retail
software solutions.  RTC brings a strong base of customers  in
our core service area of department stores and apparel but has
also  developed  applications for other high growth  areas  of
retail  such  as hospitality and convenience store  retailing.
We  believe that the recent trend of consolidation amongst the
fragmented  base of suppliers of retail systems will  continue
and  that  it  is  in  the  interests  of  NSB  to  lead  this
consolidation where appropriate opportunities arise.'

Commenting today, Barney Carrell, Chairman of RTC, said:

'I  am  confident that RTC's business will continue to prosper
as  part  of  NSB.   The  process of identifying  a  strategic
partner  for  RTC has coincided with my personal objective  at
this stage in my life to realise my investment in RTC which  I
founded  in  1971.   The  offer  gives  RTC  shareholders   an
opportunity  to  realise  their  investment  in   RTC   at   a
significant  premium to its share price prior  to  25  October
1999 and the board of RTC unanimously recommends acceptance.'

An  analysts'  presentation will be  held  at  College  Hill's
offices  at  78  Cannon Street, London EC4N  6HH,  at  11:00am
today.

The  full  text of the conditions of the Offer is set  out  in
Appendix  I  which  forms  part  of  and  should  be  read  in
conjunction  with this announcement.  Defined terms  have  the
meanings set out in Appendix IV which forms part of and should
be read in conjunction with this announcement.

Contacts:

NSB Retail Systems PLC                   0118 930 1500
Nikki Beckett, Chief Executive
Alan Vickery, Chairman
Alan Hatfield, Business Development
Director

Close Brothers Corporate Finance         0207 655 3100
Limited
Richard Grainger, Managing Director
Mark Napier, Director

Real Time Control plc                    01923 422 100
Barney Carrell, Chairman
Tony Wheeler, Chief Executive

Broadview Int'l Limited                  0207 290 8500
Tom Anthofer, Managing Director
Eric Lawson-Smith, Principal

Persons  receiving this press announcement  should  note  that
Close  Brothers Corporate Finance Limited ('Close  Brothers'),
which  is  regulated in the UK by The Securities  and  Futures
Authority Limited, is acting for NSB and no-one else and  will
not  be responsible to anyone other than NSB for providing the
protections  afforded to customers of Close Brothers,  or  for
providing  advice  in  relation to  the  matters  referred  to
herein.

Broadview  Int'l Limited ('Broadview'), which is regulated  in
the  UK  by  The Securities and Futures Authority Limited,  is
acting   for RTC and no-one else in connection with the  Offer
and  will  not  be responsible to anyone other  than  RTC  for
providing  the protections afforded to customers of Broadview,
or for providing advice in relation to the Offer.

The  availability of the Offer to persons not resident in  the
United  Kingdom  may be affected by the laws of  the  relevant
jurisdictions.   Persons who are not resident  in  the  United
Kingdom  should  inform  themselves  about  and  observe   any
applicable requirements.

The Offer will not be made, directly or indirectly, in or into
the USA, Canada, Australia or Japan and the Offer will not  be
capable  of acceptance from within the USA, Canada,  Australia
or  Japan.  Accordingly, copies of this announcement  are  not
being, and must not be mailed or otherwise distributed or sent
in or into or from the USA, Canada, Australia or Japan.

The  Loan Notes have not been and will not be registered under
the  United States Securities Act of 1933, as amended, or  any
state  securities laws.  The Loan Notes may  not  be  offered,
sold or delivered into the United States.

The  Rights  Issue is  not being made, directly or indirectly,
in  or into the United States, Canada, Japan, Australia or the
Republic  of  Ireland.   Accordingly,  in  addition   to   the
restrictions referred to above, this announcement must not  be
mailed or otherwise distributed or sent in or into or from the
Republic of Ireland.

Close  Brothers has approved the contents of this announcement
for  the purposes of section 57 of the Financial Services  Act
1986.





                NSB RETAIL SYSTEMS PLC ('NSB')
   RECOMMENDED CASH OFFER FOR REAL TIME CONTROL PLC ('RTC')
 11 FOR 63 RIGHTS ISSUE OF CONVERTIBLE UNSECURED LOAN STOCK TO
               RAISE APPROXIMATELY £75.1 MILLION
      PROFIT ESTIMATE FOR THE YEAR ENDED 31 DECEMBER 1999

1.   Introduction

The boards of NSB and RTC announce that they  have agreed  the
terms   of   a  recommended  cash offer to be made  by   Close
Brothers Corporate Finance Limited on behalf  of  NSB for RTC.
The  Offer  values  each  RTC Share at  1050p  and  the  total
existing  issued  share capital of RTC at approximately  £73.8
million.  A Loan Note Alternative will be made available.

The  Offer represents a premium of approximately 47 per  cent.
over  the  closing middle market price of 715p  for  each  RTC
Share on 25 October 1999 (the day before the announcement that
RTC  was in discussions that may or may not lead to an  offer)
and  a  premium of approximately 65 per cent. over the closing
middle market price of 635p for each RTC Share on 24 September
1999  (one  month  before the announcement  that  RTC  was  in
discussions that may or may not lead to an offer).

The  Board  of  RTC, which has been so advised  by  Broadview,
considers the terms of the Offer to be fair and reasonable and
unanimously recommends that RTC shareholders accept the Offer.
In providing advice to the directors, Broadview has taken into
account the commercial assessments of the directors of RTC.

NSB   has  received  irrevocable  undertakings  from  the  RTC
directors and connected parties to accept the Offer in respect
of  3,930,175  RTC  Shares representing approximately  56  per
cent.  of the issued share capital of RTC.  These undertakings
will only lapse if the Offer lapses or is withdrawn.

In   order   to  finance  the  Acquisition,  NSB  is   raising
approximately  £75.1  million by way  of  a  rights  issue  to
Qualifying Shareholders.  To enable the Company to  repay  the
proceeds  of  the  Rights Issue if the Offer does  not  become
unconditional in all respects, the Rights Issue is  structured
as  an  issue  of  convertible unsecured  loan  stock  in  NSB
Funding,  a  wholly  owned  subsidiary  of  NSB,  which   will
automatically convert into NSB Shares, on a one for one basis,
upon the Offer becoming or being declared unconditional in all
respects.   The  Stock Units will bear interest  only  if  the
Offer  does not become unconditional in all respects.  If  the
Offer  does not become unconditional in all respects the Stock
Units  will be repaid.  NSB will guarantee all obligations  of
NSB  Funding in respect of the Stock Units under the terms  of
the Deed Poll.

2.   The Offer

The Offer will be made on the following basis:

      for each RTC Share                1050p in cash

The Offer is subject to the conditions set out or referred  to
in  Appendix I.  The Offer is conditional, inter alia, on  the
NSB   Shareholders   passing   a  resolution   approving   the
Acquisition  and  on  Admission  of  the  Stock  Units.    The
directors of NSB have recommended to NSB Shareholders to  vote
in favour of such a resolution, as they (and certain connected
parties) intend to do so in respect of their own NSB Shares.

The  RTC Shares will be acquired free from all liens, charges,
encumbrances,  equitable interests, rights of pre-emption  and
any  other  third  party rights of any nature  whatsoever  and
together  with all rights now and hereafter attaching thereto,
including  the right, in full, to all dividends and any  other
distributions which have been declared, or are  paid  or  made
hereafter.

3.   The Loan Note Alternative

As  an  alternative  to all or part of the cash  consideration
which  would otherwise be receivable under the Offer,  validly
accepting RTC Shareholders (other than shareholders who are US
persons and certain other overseas shareholders) may elect  to
receive Loan Notes to be issued by NSB on the following basis:

For every £1 cash consideration    £1 nominal of Loan Notes

The  Loan Notes, which will be guaranteed by Barclays Bank PLC
as to principal and (for a period of three years only from the
date  of  issue and unpaid interest in respect of one interest
period  of  six months only) as to interest, will be unsecured
and  will  be  issued, credited as fully paid, in amounts  and
integral   multiples  of  £1  nominal  value;  all  fractional
entitlements will be disregarded and not paid.  The Loan Notes
will  bear interest payable every six months in arrears, at  a
rate of 0.5 per cent. per annum below LIBOR.  Interest on  the
Loan Notes will be payable on 30 June and 31 December, in each
year  (or,  if  not a business day in any year, on  the  first
business  day thereafter) commencing 30 June 2000.   The  Loan
Notes  will be redeemable at par at the option of the  holders
on  each  interest payment date from (and including)  30  June
2000  (or,  if  not a business day, on the first business  day
thereafter).  Unless previously repaid, redeemed or purchased,
the  Loan  Notes will be redeemed at par on 31  December  2006
(or,  if  not  a  business  day, on  the  first  business  day
thereafter).   The  Loan  Notes  will,  subject   to   certain
conditions,  be  freely  transferable but  no  application  is
intended to be made for the Loan Notes to be listed, or  dealt
in  on any stock exchange.  The Loan Notes have not been,  and
will not be, registered under the Securities Act or under  the
securities  laws  of  any State of the United  States  or  the
securities laws of Canada, Australia or Japan.  The Loan Notes
may not be offered, sold or delivered, directly or indirectly,
in or into the United States, Canada, Australia or Japan.

The Loan Note Alternative is conditional on the Offer becoming
or  being  declared  unconditional in all  respects  and  will
remain  open  for  so  long  as the  Offer  remains  open  for
acceptance.  No Loan Notes will be issued unless, by the  time
the  Offer becomes or is declared wholly unconditional,  valid
elections  have been received for at least £1 million  nominal
value  of Loan Notes.  If insufficient elections are received,
RTC   Shareholders  who  validly  elect  for  the  Loan   Note
Alternative will instead receive cash in accordance  with  the
terms of the Offer.

A  summary of the particulars of the Loan Note is contained in
Appendix II of this announcement.

Close Brothers has advised that, based on market conditions on
27  January  2000  (the  day before the  announcement  of  the
Offer),  in  its opinion, if the Loan Notes had then  been  in
issue,  the value of the Loan Notes would have been  not  less
than 99 pence per £1 of nominal value.

4.   Information on RTC

RTC  is a leading supplier of point of sale software solutions
to  the  retail  sector.   RTC was founded  in  1971  and  was
admitted to the Official List in September 1994.  Its customer
base  covers  some  of the UK's largest and  most  prestigious
retailers,  including  Selfridges, Harvey  Nichols,  House  of
Fraser, New Look and C&A in the department stores and clothing
sector,  as  well  as First Quench, Little  Chef,  Orange  and
Vodafone.   RTC's software is currently licensed  for  use  in
approximately 8,000 discrete locations in the UK  and  Western
Europe.

RTC's  core  product  range includes both POS  customer-facing
applications and in-store back office solutions.  Software  is
sold  under  licence  agreements with  associated  maintenance
contracts.   RTC  also  supplies  services  including  systems
integration, installation, commissioning and testing.

In  the  year  ended 31 March 1999, RTC recorded  turnover  of
£16.8 million and profit on ordinary activities before tax  of
£4.4 million.  In the six months ended 30 September 1999,  RTC
recorded turnover of £9.3 million, profit before interest  and
tax  of  £1.8  million and profit before tax of  £2.2  million
based  on  the  unaudited results for the period.   As  at  30
September 1999 RTC's net assets were £13.2 million and it  had
net  cash of £14.1 million based on the unaudited results  for
the period.

5.   Information on NSB

NSB  is  a supplier of software products and services  to  the
retail  market.   NSB was formed in 1995 and  floated  on  the
Alternative Investment Market of the London Stock Exchange  in
1997.   Since  then  NSB  has expanded  both  organically  and
through  the acquisition of Application Programming Techniques
Limited  in  1998 and the merger with USI in  1999.   NSB  was
admitted to the Official List of the London Stock Exchange  in
October 1999.

NSB's product range spans both retail head office and in-store
solutions  providing  a  retail  solution  from  'concept   to
consumption'.   NSB's business model is focused on  maximising
repeatable   revenues  and  the  development  of   long   term
relationships with clients.

In  the year ended 31 December 1998, NSB recorded turnover  of
£8.4 million, and profit before tax of £1.5 million.  As at 30
June 1999 NSB's net assets were £6.5 million.

6.   Background to and reasons for the Offer

The  Acquisition should allow NSB to enhance its  position  in
the  retail market considerably.  Furthermore, NSB's directors
believe  that  the recent trend of consolidation  amongst  the
fragmented  base of suppliers of retail systems will  continue
and  that  it  is  in  the  interests  of  NSB  to  lead  this
consolidation  where  appropriate  opportunities  arise.   The
Offer  provides  RTC  Shareholders an opportunity  to  realise
their  entire investment in cash at a significant  premium  to
the  market  price prior to the announcement that RTC  was  in
discussions which might lead to an offer.

The  NSB  Directors believe the Acquisition will  provide  the
following specific benefits to NSB:

Clear leadership in the UK retail solutions area

The combination of RTC and NSB creates the UK market leader in
retail  software solutions.  The Enlarged Group will have  the
scale  of  resources to strengthen its ability to win  Tier  1
retail  implementations in Europe and North America  and  will
also enable NSB to pursue further acquisitions from a position
of considerable strength.

Extended product and customer range

NSB  has traditionally focused primarily on department  stores
and  apparel retailers.  RTC brings a strong core of customers
in  this  area but has also developed applications  for  other
high   growth  areas  of  retail  such  as  hospitality  (e.g.
restaurants  and cafes) and convenience store retailing  (e.g.
garage  forecourt  outlets).  The NSB Directors  believe  this
complementary  product and customer base  will  enhance  NSB's
growth  prospects  both in the short term and  over  a  longer
period.

Greater exposure to overseas markets

Although  primarily  a UK business, RTC brings  experience  of
continental  European markets, through work it has  undertaken
in  Germany for Tchibo and also through its contract with  C&A
involving   Europe  wide  installations.   The  NSB  Directors
therefore believe that the Enlarged Group's ability to win new
customers in continental Europe will be enhanced as  a  result
of the Acquisition.

Staff

The  Enlarged  Group  will provide greater  opportunities  for
career  development  and overseas experience  for  its  staff,
which  should  further enhance NSB's ability  to  attract  and
retain top quality individuals.

Operational efficiencies

The  NSB  Directors believe that opportunities exist to  apply
the   resources  of  the  Enlarged  Group  more   efficiently,
particularly  in the areas of sales, research and  development
and administration.

7.   RTC's management and employees

The  existing employment rights, including pension rights,  of
all  management and employees of RTC and its subsidiaries will
be safeguarded.

Byron  Carrell has agreed to resign as a director of RTC  upon
the Offer becoming or being declared wholly unconditional.  It
is  NSB's current intention that the remaining directors  will
continue  as  directors  of RTC following  completion  of  the
Acquisition.

8.   Irrevocable undertakings to accept the Offer

The  directors  of RTC have given irrevocable undertakings  to
accept  the  Offer  in  respect  of  their  entire  beneficial
holdings   amounting  in  total  to  3,930,175   RTC   Shares,
representing  approximately 56 per cent. of the  issued  share
capital  of  RTC.  These undertakings will only lapse  if  the
Offer lapses or is withdrawn.

9.    Current  trading and profit estimate for year  ended  31
December 1999

NSB's current trading remains strong, with the integration  of
USI proceeding in line with management's plans at the time  of
the  merger with USI.  NSB estimates that, for the year  ended
31  December  1999,  as  is set out in Appendix  III  of  this
Announcement,  profit  before  tax  (before  amortisation   of
goodwill,  exceptional operating expenses and merger expenses)
will  be  approximately  £4.6 million and  profit  before  tax
(after  amortisation of goodwill) will be  approximately  £1.5
million.

RTC's  trading outlook since the statement of interim  results
on 14 December 1999 remains positive.

10.  Financial effects of the Acquisition

The  Acquisition is expected to be strongly earnings enhancing
for  NSB  in  the  current financial year.  In  addition,  the
Acquisition  will  strengthen the balance  sheet  of  the  NSB
Group.

11.  The Rights Issue

In   order   to  finance  the  Acquisition,  NSB  is   raising
approximately  £75.1  million by way  of  a  rights  issue  to
Qualifying Shareholders.  To enable NSB to repay the  proceeds
of the Rights Issue if the Offer does not become unconditional
in all respects, the Rights Issue is structured as an issue of
convertible  unsecured  loan stock in NSB  Funding,  a  wholly
owned subsidiary of NSB, which will automatically convert into
NSB Shares, on a one for one basis, upon the Offer becoming or
being declared unconditional in all respects.  The Stock Units
will   bear  interest  only  if  the  Offer  does  not  become
unconditional in all respects.  If the Offer does  not  become
unconditional in all respects, the Stock Units will be repaid.
NSB  has  guaranteed all obligations of NSB Funding in respect
of the Stock Units under the terms of the Deed Poll.

Qualifying Shareholders are offered Stock Units at the  Rights
Issue Price of 2150p per Stock Unit on the following basis:

        11 Stock Units for every 63 existing NSB Shares

held  at  the Record Date and so in proportion for any greater
or  lesser number of NSB Shares then held.  Fractions of Stock
Units will not be allotted to Qualifying Shareholders but will
be  aggregated and sold in the market for the benefit  of  NSB
Funding.

Those  Qualifying Shareholders who hold shares at  the  Record
Date both in certificated and uncertificated form will be sent
a Provisional Allotment Letter in respect of each holding.

Listing of the Stock Units is expected to become effective and
dealings  in  the  Stock Units are expected to  commence,  nil
paid,  on  31  January 2000.  Dealings in the New  NSB  Shares
arising  on  conversion  of the Stock Units  are  expected  to
commence  five  days after the Offer becomes  or  is  declared
unconditional  in all respects or within three  business  days
thereafter.

The  latest  time for acceptance and payment in  full  of  the
Rights Issue is not later than 3.00 p.m. on 18 February 2000.

The  Rights  Issue  is conditional upon the admission  of  the
Stock Units to the Official List, nil paid, becoming effective
by  no  later than 8.00 a.m. on 31 January 2000 or such  later
time and/or date (not being later than 7 February 2000) as the
Company  and  the Underwriters may agree and the  Underwriting
Agreement  having  become unconditional and not  having  being
terminated in accordance with its terms.

Conversion of the Stock Units into NSB Shares would result  in
the  issue of 3,492,352 NSB Shares (representing approximately
14.9  per  cent. of the issued ordinary share capital  of  NSB
following the Rights Issue).  The New NSB Shares will not rank
for any final dividend to be declared by NSB in respect of the
year ended 31 December 1999, but it will in all other respects
rank  pari  passu  with the NSB Shares in issue  on  the  date
hereof.

If  the Offer does not become or is not declared unconditional
in  all  respects on or before 28 March 2000 (or if the  Offer
lapses or is withdrawn before that date), the full amount paid
up  on each Stock Unit will be repaid with interest, from  the
latest date of acceptance and payment in full under the Rights
Issue  until the date of repayment, at overnight money  market
rates  available to NSB Funding during this period  within  10
business  days of 28 March 2000 or, if earlier,  the  date  on
which the Offer is withdrawn or lapses.

Charterhouse   Securities  has  agreed   to   use   reasonable
endeavours to place a proportion of each of the Directors' and
certain  related persons' entitlements (amounting to 1,930,874
Stock  Units  to be issued pursuant to the Rights Issue)  with
institutional  investors  in  order  that  they  may  use  the
proceeds  realised  to  take up their  remaining  entitlements
under the Rights Issue.

The Rights Issue has been fully underwritten by Close Brothers
and  Charterhouse  Securities.   Further  information  on  the
Rights  Issue and the Stock Units is contained in  a  circular
which is expected to be sent to NSB Shareholders today.

12.  Extraordinary General Meeting

The Offer will be conditional, inter alia, on the passing of a
resolution  by  NSB  Shareholders.  An  Extraordinary  General
Meeting  has  been convened by NSB for 12 noon on 14  February
2000.

13.  Documentation

A  circular summarising the background to and reasons for  the
Offer  and the Rights Issue, including a notice convening  the
Extraordinary  General  Meeting  of  NSB,  together   with   a
prospectus in relation to the Stock Units and, for information
only,  the  Offer  Document is expected  to  be  sent  to  NSB
Shareholders today.

The  Offer Document is also expected to be despatched  to  RTC
Shareholders today.

Appendix  IV  contains definitions of the terms used  in  this
announcement.


Contacts:

NSB Retail Systems PLC                    0118 930 1500
Nikki Beckett, Chief Executive
Alan Vickery, Chairman
Alan Hatfield, Business Development
Director

Close Brothers Corporate Finance Limited  0207 655 3100
Richard Grainger, Managing Director
Mark Napier, Director

Real Time Control plc                     01923 422 100
Barney Carrell, Chairman
Tony Wheeler, Chief Executive

Broadview Int'l Limited                   0207 290 8500
Tom Anthofer, Managing Director
Eric Lawson-Smith, Principal

Persons  receiving this press announcement  should  note  that
Close  Brothers Corporate Finance Limited ('Close  Brothers'),
which  is  regulated in the UK by The Securities  and  Futures
Authority Limited, is acting for NSB and no-one else and  will
not  be responsible to anyone other than NSB for providing the
protections  afforded to customers of Close Brothers,  or  for
providing  advice  in  relation to  the  matters  referred  to
herein.

Broadview  Int'l Limited ('Broadview'), which is regulated  in
the  UK  by  The Securities and Futures Authority Limited,  is
acting   for RTC and no-one else in connection with the  Offer
and  will  not  be responsible to anyone other  than  RTC  for
providing  the protections afforded to customers of Broadview,
or for providing advice in relation to the Offer.

The  availability of the Offer to persons not resident in  the
United  Kingdom  may be affected by the laws of  the  relevant
jurisdictions.   Persons who are not resident  in  the  United
Kingdom  should  inform  themselves  about  and  observe   any
applicable requirements.

The Offer will not be made, directly or indirectly, in or into
the USA, Canada, Australia or Japan and the Offer will not  be
capable  of acceptance from within the USA, Canada,  Australia
or  Japan.  Accordingly, copies of this announcement  are  not
being, and must not be mailed or otherwise distributed or sent
in or into or from the USA, Canada, Australia or Japan.

The  Loan Notes have not been and will not be registered under
the  United States Securities Act of 1933, as amended, or  any
state  securities laws.  The Loan Notes may  not  be  offered,
sold or delivered into the United States.

The  Rights  Issue is  not being made, directly or indirectly,
in  or into the United States, Canada, Japan, Australia or the
Republic  of  Ireland.   Accordingly,  in  addition   to   the
restrictions referred to above, this announcement must not  be
mailed or otherwise distributed or sent in or into or from the
Republic of Ireland.

Close  Brothers  has agreed the contents of this  announcement
for  the purposes of section 57 of the Financial Services  Act
1986.


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