Group NBT plc Acquisition of Ascio Technologies A/S

Group NBT, the leading UK domain name management company and managed web hosting provider, is pleased to announce that it has acquired Ascio Technologies A/S ("Ascio"), a provider of domain name services based in Copenhagen.

17 January 2007

Highlights:

• Group NBT acquires major European provider of domain name services for £18.3 million in cash, shares and options

 • Group NBT becomes the leading pan-European provider of domain name management services

• Ascio's offices in Denmark, Germany, Switzerland and Norway complement Group NBT's existing presence in the UK, France, Germany, Spain and the US

• Significant cross-selling opportunities and scale benefits

• Results from the enlarged group are expected to show enhanced earnings per share in H2 of the first full financial year

• Integration programme expected to realise significant operating cost savings • Ascio's operating margins expected to converge over time with those now achieved by Group NBT

• Furthermore full year contribution from existing Group, prior to this transaction, likely to exceed current market expectations following strong first half trading

Commenting on the acquisition Geoff Wicks, Chief Executive of Group NBT, said "This acquisition makes excellent sense for us and fits well with our strategy to develop our market leading position and to extend our geographic reach. It gives us access to a significant part of the European market much faster than we could have achieved by organic growth alone and also provides good opportunities to increase our sales. At the same time we will be able to realise the benefits of scale we have planned for in building our systems and processes. We are delighted to be working with the Ascio management team which will strengthen the Group's ability to grow and develop throughout Europe."

About Ascio.

Ascio is a privately held Danish company based in Copenhagen with sales offices in Oslo, Munich and Zurich. The Group includes SpeedNames Business and SpeedNames Online, and provides domain name services across Europe. Ascio had revenue of £10.3 million in the financial year ending 31 December 2005, 24% up on revenue for the previous year. The Company made an EBITA loss of £2.5 million in the same period, as it invested in building sales capability. Ascio has seen better performance during 2006, unaudited revenue to end September was £9.6 million with an EBITA loss of £50,000.

Rationale for the acquisition

Group NBT's strategy is to grow both organically and through acquisition. The acquisition of Ascio is part of this strategy bringing a significant presence in Europe with offices in four countries making Group NBT the leading European provider of domain name management services.

In addition to the excellent geographic fit there is also a very good product fit between the two businesses. Ascio adds to Group NBT's market leading NetNames Platinum Service, providing domain name management services, with its SpeedNames Business product; it has an online business primarily in Denmark; and it has, with Ascio Partner, a reseller business which has over 300 customers throughout Europe.

Across the two businesses there is significant duplication in both fulfilment systems and development of product ranges. Group NBT plans to rationalise systems and processes and to re-focus its development effort to take account of the new opportunities presented by the acquisition. This rationalisation will take place during the first year of operation following the acquisition with the attendant cost reductions expected to be fully realised by the second full year of operation.

There are also significant scale benefits arising from the acquisition with the opportunity to spread operating costs over a wider customer base. Ascio manages over 500,000 domain names for customers across Europe. Over time it is expected that Ascio's operating margins will converge towards the levels now achieved by Group NBT.

Cross-selling opportunities for the enlarged Group mean that Group NBT will be able to sell its NetNames Platinum Service to a broader customer base across Europe, introduce its hosting products to Ascio's customers and potentially bring the Ascio Partner wholesale product to the UK and the US.

Terms of the acquisition

Group NBT is acquiring Ascio Technologies A/S, on a debt free and working capital neutral basis, for an aggregate total consideration of £7.5 million in cash, 4.3 million shares in Group NBT and options to subscribe for one million Group NBT shares at a strike price of 275p. At completion over 90% of the shares in Ascio were acquired from the major shareholders with the remaining Ascio shares to be acquired following completion.

The cash element of the consideration will be financed from a combination of the Group's existing cash reserves and a new £5 million term debt facility arranged with HBOS. Pro-forma cash following the acquisition is expected to be in the region of £2.5 million.

Where minority shareholders have their shares acquired under the compulsory acquisition powers of the Danish Companies Act they must be offered the choice of cash or shares. The mix of consideration paid to major shareholders will be adjusted to ensure that the overall balance between cash and shares remains the same. The completion of the acquisition of the minority shareholdings is likely to take up to three months.

The consideration shares will rank pari passu in all respects with the existing issued ordinary share capital of Group NBT. Application will be made for the admission of the consideration shares to trading on AIM with effect from their respective dates of issue. It is expected that such admission will become effective on 22 January 2007 in respect of the shares already issued to the major shareholders. The options are exercisable for a period of five years from their date of issue.

Board and senior management changes

Upon completion, Claus Hojbjerg Andersen will join the Board of Group NBT as a non-executive director. Claus is a director of Nordic Venture Partners, the largest shareholder in Ascio. He is also a non-executive director of Ascio.

The Chief Executive of Ascio will leave the Company immediately, heads of functions within Ascio will report to the relevant executive at Group NBT.

Further information on Ascio

Ascio was established as Speednames in Copenhagen in 1999. It changed its name to Ascio in 2001 as it started to provide reseller services to external partners. Ascio now has more than 300 international partnerships with leading Telcos, Internet Service Providers, and Internet Portals. The Ascio Partner service is a reseller of domain names allowing partners to provide domain name services under their own brand names. Speednames continues to provide domain name services through SpeedNames Business to corporate customers and through SpeedNames Online to small businesses and private clients. SpeedNames Business provides over 50% of the Company's revenue. Ascio earned revenues of £10.3 million in the financial year ended 31 December 2005, a 24% increase on the previous year. In the same period, Ascio made an EBITA loss of £2.5 million and a loss before taxation of £3.8 million after an amorisation of goodwill charge of £1.2 million. Net assets at the financial year end were £5.8 million, including goodwill balances of £7.9 million. Ascio has seen a much improved trading performance during 2006 with increased sales and reductions in the cost base, taking the estimated overall trading performance for the year close to operating breakeven.

Current trading at Group NBT

Trading in the first half of the current financial year to 31 December 2006 has continued to exhibit the positive trends demonstrated in the previous financial year. As a result, the Directors expect that the full year contribution from the existing Group is likely to exceed current market expectations. The interim results for the six months ended 31 December 2006 are expected to be published on 8 March 2007.

For further information contact:

Geoff Wicks, CEO Group NBT plc + 44 (0)20 7015 9326 Shane Dolan, Biddicks + 44 (0)20 7448 1000 Sandy Fraser, Brewin Dolphin Securities + 44 (0)131 225 2566

Notes to Editors:

Group NBT, the leading UK domain name management company and managed web hosting provider, currently provides services under three brand names; the NetNames brand provides domain name management services to larger companies globally, with over thirty percent of the FTSE 100 contracted to use NetNames' Platinum service; the NetBenefit brand offers managed hosting solutions for medium sized companies; Easily provides online domain name and hosting services to small businesses and private clients. Full year results announced in September 2006 showed revenue of £13.8 million up 23% on the previous year and PBT of £2.8 million up 37% on the previous year.

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