NSB Retail Systems and BT Group announce agreement

The Boards of NSB Retail Systems PLC and BT Group plc announce that they have reached agreement for BT to acquire NSB’s principal UK operations for cash consideration of £17m (€24m) and to become NSB’s exclusive distributor in the UK and Ireland.

The principal terms of the Transaction are:

* BT will acquire most of the UK business assets of NSB in a cash deal worth £17m (€24m).

* BT will become NSB’s exclusive distributor in the UK and Ireland.

* BT will become NSB’s non-exclusive distributor in other territories in Europe, the Middle East and Africa.

* BT will take responsibility for NSB’s rights and obligations under its existing customer agreements.

* 148 NSB employees will transfer to BT.

* NSB and BT will work together in the future to develop new products and services for retailers of all sizes.

* NSB will retain all the rights in its existing and future software.

* NSB will receive licence and support fees from BT based on BT’s sales of NSB software.

* 10% of the consideration (£1.7m) will be retained to be paid contingent on achieving specified transition milestones, and the total consideration amount may be adjusted to reflect working capital movements prior to closing. An adjustment will be made if the working capital deficit is greater than £1m (€1.4m) or if there is any working capital surplus.

* The Transaction is subject to the approval of NSB shareholders at an extraordinary general meeting to be held on January 5, 2004.