HgCapital made a public cash offer on the London Stock Exchange to buy GroupNBT

23 September - This morning HgCapital made a public cash offer on the London Stock Exchange to buy GroupNBT at a price of 550p per share pursuant to which HgCapital through Newton Bidco Limited will acquire the entire issued and to be issued ordinary share capital of Group NBT subject to acceptance of 75% of the shareholders.

HgCaptial has conducted a thorough due diligence of Group NBT over the last 4 weeks.

The cash offer of 550p per ordinary share values the entire existing issued and to be issued ordinary share capital of Group NBT at app. £ 153.0 million. The cash offer represents a premium of app. 22.5% to the closing price of Group NBT the 22nd of Sep. 2011 and 33.2% to the 12 month average price.

The offer price exceeds the highest price at which the Group NBT shares have traded at any time in the last 10 years and implies a price to earnings ratio of 21.0X based on the preliminary results for the year ended the 30th of June 2011.

Nordic Venture Partners Board Director representative Claus Højbjerg Andersen and the rest of the Board of Directors of Group NBT consider the cash offer to be fair and reasonable and are recommending the transaction and has communicated this to the shareholders.

Nordic Venture Partners and the other three major shareholders have prior to the bid been in dialog with the bidder and have signed a irrevocable deed to accept the offer if no higher bid materializes until the 4th of November 2011 when the offer is finally to be accepted by a General Meeting. If the offer is accepted by more than 75% of all shareholders then the scheme will become effective as of the 25th of November 2011 and the cash payment for Group NBT shares will take effect immediately after that date.

Risks exists, that HgCapital’s offer to acquire the company is not accepted by enough shareholders and therefore becomes void or a higher offer from a third party is presented which then will delay the time of completion.

Nordic Venture Partners became one of the largest shareholders in GroupNBT in 2006 in connection with their takeover of Ascio in a combination of cash, shares and warrants.

If HgCapital successfully acquires Group NBT at a price of 550p per share then it will result in a return multiple on the shares, since the takeover in 2006, of more than 3X. Nordic Venture Partners received 50% in cash and 50% in shares at the time of the takeover. As a result the combined return of the investment in Ascio will be 1.22x.

The shares of Group NBT are held in Nordic Venture Partners K/S.

Should you have any questions regarding the transaction or wish to receive the document published at the London Stock Exchange of the Recommended Cash Offer then please do not hesitate to contact Claus Højbjerg Andersen.