MPL Mercantile Ports & Logistics Limited

RNS Number:8159H
Montpellier Group PLC
31 July 2001

FORM 8.1/8.3



Lodge with Company Announcements office (which will publicise and copy to the
Panel).  Use separate form for each class of securities in which dealings have
been made.



                                            Date of disclosure:   31 July 2001



              DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3 OF

                    THE CITY CODE ON TAKEOVERS AND MERGERS



Date of dealing:  31 July 2001



Dealing in:   VHE Holdings plc (name of company)



(1)                 Class of securities (e.g. ordinary shares):   Ordinary
Shares


(2)   Amount bought                                          Amount   Price per
                                                             sold     unit
      Acquired rights over 10,160,773 ordinary shares                 28p
      pursuant to an irrevocable undertaking*



* The undertaking is to accept a cash offer at a value of 28p by, or on behalf
of, Montpellier Group plc for the whole of the issued share capital of VHE
Holdings plc, other than the shares already held by Montpellier Group, made on
or before 31 August 2001.  The undertaking will lapse on 31 August 2001 if no
such offer is posted.



(3)                 Resultant total of the same class owned or controlled

(and percentage of class)   Ownership of 6,435,950 ordinary shares. (20.05%)

                                                                Rights over
10,160,733 ordinary shares (31.65%)



(4)           Party making disclosure:   Montpellier Group plc



(5)           EITHER       (a)     Name of purchaser / vendor (Note 1) ...
Montpellier Group plc.....

                OR                (b)     If dealing for discretionary client
(s), name of fund management organisation

                ............................................................
......................................................



(6)           Reason for disclosure (Note 2)



                (a)     associate of    (i)      offeror (Note 3)

                                                                       YES

                                                  (ii)     offeree company

                                                                       YES



                Specify which category or categories of associate (1-8
overleaf):   1



                If category (8), explain:



(b)       Rule 8.3 (i.e. disclosure because of ownership or control of 1% or
more of

the class of relevant securities dealt in)
                                                  NO



Signed, for and on behalf of the party names in (4) above ..................




(Also print name of signatory):   Mike Coe



Telephone and extension number:   0117 933 0020



Note 1:    Specify owner, not nominee or vehicle company.  If relevant, also
identify controller of owner, e.g. where an owner normally acts on
instructions of a controller.

Note 2:    Disclosure might be made for more than one reason, if so, state all
reasons.

Note 3:    Specify which offeror if there is more than one.

Note 4:    When an arrangement exists with any offeror, with the offeree
company or with an associate of any offeror or of the offeree company in
relation to relevant securities, details of such arrangement must be
disclosed, as required by Note 6 on Rule 8.

Note 5:    It may be necessary, particularly when disclosing derivative
transactions, to append a sheet to this disclosure form so that all relevant
information can be given.

Note 6:    In the case of an average price bargain, each underlying trade
should be disclosed.



For full details of disclosure requirements, see Rule 8 of the Code.  If in
doubt, contact the Panel on Takeovers and Mergers, Tel: 020 7256 9386.

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