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ITE Group PLC (ITE)

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Wednesday 11 October, 2000

ITE Group PLC

Issue of Equity

ITE Group PLC
11 October 2000


                         ITE GROUP PLC
                               
 Proposed Cash Subscription by VS&A Communications Partners, a
 private equity affiliate of Veronis Suhler, for 42,857,142 new
 Ordinary Shares at 70p per share to raise approximately £30
                            million
                               
  Proposed Placing and Open Offer of 13,834,922 new Ordinary
  Shares at 70p per share to raise approximately £9.68 million
                               


ITE Group Plc, the international exhibitions specialist, is
pleased to announce that it has signed a conditional agreement
with VS&A Communications Partners, the U.S. based media
focused investment group, in relation to a proposed cash
subscription by VS&A Communications Partners and a proposed
Placing and Open Offer.

Key points:

Proposed Cash Subscription by VS&A Communications Partners

- Approximately  42.9m  new Ordinary Shares  (representing
  approximately 17.12 per cent. of the enlarged issued share
  capital) at 70p per share to raise approximately £30 million
- Subscription price represents a premium to the closing
  share price on 10 October 2000 of approximately 9 per cent.

Proposed Placing and Open offer

- Proposed  Placing and Open Offer of approximately 13.8m
  new  Ordinary Shares at 70p per share to raise
  approximately £9.68 million
- 1 Open Offer Share for every 14 existing Ordinary Shares
- Open Offer underwritten by Investec Bank

Reasons for Subscription and Issue

- Financing of future investments and acquisitions
- Benefits of Veronis Suhler's expertise in media and
  communications sector including trade exhibitions and
  related media

Use of proceeds

- Funding  for  suitable investment and  acquisition
  opportunities
- Repayment of Group debt

Board Changes

- Jeffrey Stevenson, President and Managing General Partner
  of VS&A Communications Partners III, L.P. and Nigel Stapleton,
  Senior Principal of VS&A Communications Partners III, L.P., to
  join the Board of ITE as non-executive directors

Lawrie Lewis, Chairman of ITE, commented:

'We are extremely excited to be working with Veronis Suhler.
The partnership will enable ITE to accelerate the development
of the Group as one of the world's leading exhibition
organisers in emerging markets. The benefits of an extended
network of relationships and the strength of Veronis Suhler's
experience will be of great benefit as the Group continues its
strategy of growth both organically, as we introduce our
product into new geographic markets, and by acquisition, as we
continue to seek investment opportunities across the globe. I
look forward to reporting on the Group's progress with
confidence.'

Nigel Stapleton, Chairman of the London based Veronis, Suhler
International Limited, said:

'We view ITE as an attractive international platform for
organic and acquisition led growth given the track record of
the current management team and the Company's strong position
in certain international tradeshow and exhibition markets. We
believe that ITE is also well positioned to broaden its B2B
profile into related print and electronic media.'


For further information, please contact :

ITE Group plc                           020 7596 5000
Lawrie Lewis, Chairman
Ian Tomkins, Finance Director

Veronis, Suhler International Limited   020 7484 1400
Nigel Stapleton, Chairman
Christopher Russell, Director

Buchanan Communications                 020 7466 5000
Richard Oldworth / Isabel Petre

Investec Henderson Crosthwaite
Corporate Finance                       020 7597 5970
Jagjit Mundi, Co-head of Corporate Finance




Proposed cash subscription by VS&A Communications Partners for
42,857,142 new Ordinary Shares at 70p per share to raise
approximately £30 million

Proposed placing and open offer of 13,834,922 new Ordinary
Shares at 70p per share to raise approximately £9.68 million

Proposed amendments to the articles of association


Introduction

ITE announces that it has signed a conditional agreement with
VS&A Communications Partners whereby the latter has agreed to
subscribe approximately £30 million in cash for 42,857,142 new
Ordinary Shares at 70p per share.  The Subscription Price
represents a premium of approximately 9 per cent. over the
average middle market closing price of an Ordinary Share on
10 October 2000, the last dealing day prior to issue of this
announcement. The Directors also announce that ITE proposes
to raise approximately £9.68 million (before expenses) by
means of the Placing and Open Offer, and that it intends to
amend the Articles of Association.

Subject to the passing of the Resolutions by the Shareholders
and satisfaction of the other conditions contained in the
Subscription Agreement and the Placing and Open Offer
Agreement, VS&A Communications Partners will have a 17.12 per
cent. shareholding in the Company immediately following
Admission.  Also following Admission, Jeffrey Stevenson and
Nigel Stapleton, President & Managing General Partner of VS&A
Communications Partners III, L.P. and Senior Principal of VS&A
Communications Partners III, L.P. respectively, will be
appointed to the Board as non-executive directors.

The Business of the Company

ITE is one of the world's leading exhibition organisers in
emerging markets.  The Company's core business is the
organisation of specialised international trade exhibitions in
emerging markets, principally in Russia, the CIS and Turkey
but also in a number of Central European, Middle-Eastern and
Far-Eastern countries.  It operates in a diverse range of
sectors including oil and gas, motor, tourism, construction,
computer technology, e-commerce, security, healthcare, food,
transport and telecommunications.  In the last financial year
ended 30 September 2000, ITE organised 140 exhibitions
utilising approximately 270,000 square metres of net space
sold.

Until recently, the Company's operations were focused on
Russia and the CIS, and while the Company continues to
consolidate its position in this important market, it is
increasingly seeking to broaden its horizons into other
geographic markets which it believes have significant growth
potential.  In this way, it is intended that the Group's
historical dependence on Russia and the CIS for sales and
profitability will be considerably reduced in the short to
medium term.  In particular, the Turkish acquisitions of 50
per cent. of ITF, and 50 per cent. of AFEKS and 100 per cent.
of EUF represent an important step in the implementation of
this strategy.  Turkey now represents a major market for ITE
and is expected to account for around 19 per cent. of the
Group's turnover in the current financial year.

In addition to its expansion into Turkey, ITE has built on its
experience and expertise in its core markets by expanding its
operations into Central and Eastern Europe in the last two
years.  Acquisitions have included the following: 95 per cent.
of Agentura Triumf, a Czech company based in Prague which
organises 'Holiday World', the premier travel and tourism
trade exhibition in Central Europe; 50 per cent. of Incheba,
an exhibition organising company based in Prague; 50 per cent.
share in the rights to the pre-eminent construction exhibition
in Bratislava; 35 per cent. of ACG, a company which organises
exhibitions in Cairo, 70 per cent. of IEG-Solingen, a German
based organiser of international exhibitions in Central and
Eastern Europe; and 100 per cent. of GIMA, a German based
exhibition sales company.  ITE has also acquired the rights to
a major UK eBusiness event and the opportunity to replicate
this event into its specialist markets is currently being
pursued.  In addition, ITE has acquired the rights to a group
of exhibitions from Comtek, a significant exhibition organiser
in Moscow, specialising in the computer technology, radio,
broadcasting, internet, communications, fashion and food
sectors.  In July 2000, ITE acquired 51 per cent. of X-RM, a
software design and development company based in the United
Kingdom, for the purpose of assisting the development of ITE's
B4B portals.com and Expoweb, ITE's internet exhibition listing
company.

Recently, ITE has diversified further through the 51 per cent.
acquisition of Intermedia. Intermedia organises exhibitions
in South Africa, Dubai, the United Kingdom, Holland and
France. In addition, ITE also acquired 51 per cent. of
Rantai, an exhibition organising company, which has a
particular focus on organising events in the oil and gas and
telecommunications sectors in Indonesia.

In order to ensure that the interests of its partners in
Russia and the CIS are closely aligned to ITE's growth
strategy, a consolidation of the various joint ventures and
commission arrangements has recently been agreed.  These
include the acquisition by ITE of the commission and sales
agency agreements of Alex Bernstein in Kazakhstan and Edward
Strachan in St Petersburg and Kazakhstan.  In addition, the
joint venture interest of Sergei Levit in Moscow has been
acquired along with his events in Samara and the Urals.

ITE continues to have a strong pipeline of acquisition and
joint venture opportunities to consider going forward. It is
the intention of the Board to pursue such opportunities in a
pro-active but prudent manner.

ITE has in place an event launch campaign for 2001 that will
allow the Company to take advantage of opportunities to
replicate events into markets in which ITE is well
established.  ITE also plans to launch new events in joint
venture with other exhibition organisers in its new and
established markets.  The Board believes that ITE will be able
to utilise existing key relationships with organisations to
launch other new exhibitions and conferences.

Information on Veronis Suhler

Veronis Suhler's investment strategy has been refined over
three funds aggregating approximately $1.4 billion spanning
over 12 years.  It has investments in 21 companies and over 90
add-on acquisitions and has completed in excess of 100
transactions across 12 different industry sectors. Senior
management of Veronis Suhler combine 13 years of highly
successful private investment experience with past experience
in leading media firms as owners, senior executives and
managing acquisition strategies.  Veronis Suhler seeks to
invest in companies with experienced management with proven
track records and commitment to long term growth, and works
closely with senior managers of portfolio companies to develop
and execute focused growth strategies.

VS&A Communications Partners III, L.P. is a $1 billion private
equity investment fund that was organised in 1998 to make
investments in growth-orientated companies participating
exclusively in media, communications and information
industries. Approximately $340 million of this fund's capital
has been committed or invested thus far in 5 portfolio
companies operating in the trade publishing, exhibitions and
database information industries.

Veronis Suhler has considerable experience and familiarity
with the tradeshow and exhibition business and has identified
emerging market exhibitions and related media as an area of
potential future development.  Veronis Suhler views ITE as an
attractive international platform for organic and acquisition-
led growth given the track record of the current management
team and the Company's strong positions in certain regional
tradeshow and exhibition markets. Veronis Suhler believes
that ITE is also well positioned to broaden its B2B profile
into related print and electronic media.

Reasons for the Subscription and the Issue

The Board believes that a number of significant investment
opportunities will continue to arise, within both the existing
areas of the Group's operations and other related areas.  The
Directors wish to ensure that the Company is able to finance
and execute new investment and acquisition opportunities as
and when they arise.  Accordingly, the Board believes that ITE
should raise new equity funds by way of the Subscription and
the Issue in order to strengthen the Group's balance sheet, to
enhance its financing flexibility and to broaden ITE's
Shareholder base.

The Board expects the Company to benefit from Veronis Suhler's
considerable expertise in the media sector and the
strengthening of the management team that the appointment of
the Proposed Directors will bring.

It is anticipated that the relationship between Veronis Suhler
and ITE will facilitate further development of ITE's position
as one of the world's leading exhibition organisers in
emerging markets through strategic acquisitions, new product
launches into existing markets and the placement of existing
products into new geographical markets.

After Completion, the Board believes that ITE will be in a
position to avail itself of the network of relationships
enjoyed by Veronis Suhler through its private equity and
merger and acquisition businesses, banking relationships and
other media sector interests, affiliations and associations.
The experience of Veronis Suhler in the arena of media-focused
investment should significantly enhance ITE's growth-by-
acquisition prospects through presentation of ideas,
opportunities, funding and process.

In connection with the Subscription Agreement, ITE intends to
undertake a review of key management roles within the Company.
As part of this review of the Company's management, the Board
believes that the appointment of a new Chief Executive Officer
will strengthen the management and operation of the Company
and will allow Lawrie Lewis to focus more closely on strategic
initiatives.

Use of Proceeds

ITE intends to use the proceeds from the Subscription and the
Issue to repay the Group's outstanding debt and renegotiate
appropriate borrowing facilities. The remainder of the
proceeds, being in excess of £20 million, will be placed on
deposit until required for suitable investment and acquisition
opportunities.


Current Trading and Prospects

For the six months ended 31 March 2000, the Group reported a
profit before interest and tax of £2.471 million (1999: £1.871
million) on turnover of approximately £13.782 million (1999:
£11.976 million). Headline diluted earnings per share were
1.3p (1999: 1.0p).

Since 31 March 2000, margins have continued to improve as a
result of an active cost reduction programme focused on all
aspects of cost of sales and overheads.  The Company is
optimistic about its future prospects, given that forward
sales for the core business for 2001 are 6.3 per cent. ahead
of those revenues sold forward at the same period last year.

The performance of the Company in the year ended 30 September
2000 was in line with the Board's expectations.

The Board believes that the changes in political and economic
factors in Russia and the CIS could provide a welcome stimulus
for the forthcoming year.

The impact of earnings from acquisitions is expected to
provide a significant contribution to the Group's profit for
2000. Integration of acquired Subsidiaries, associates and
specific show events into the ITE Group has been pursued in
earnest over the past year and benefits are expected in both
current and future years.

Net debt of the Group is currently approximately £12.6
million.

Proposed Directors

It is proposed that Jeffrey Stevenson and Nigel Stapleton be
appointed to the Board as non-executive directors following
Completion.

Jeffrey Stevenson, Non-Executive Director

Jeffrey Stevenson is a partner of Veronis Suhler and President
and Managing General Partner of VS&A Communications Partners
I, II and III.  He joined Veronis Suhler in 1982 and became
the President of VS&A Communications Partners, L.P., the first
Veronis Suhler private equity fund, in 1989.  He has been
responsible for negotiating and executing a wide range of
transactions including corporate acquisitions, management
buyouts, recapitalisations, stock redemptions, valuations and
leveraged buyouts.  Mr. Stevenson serves as a director on the
board of each portfolio company acquired by VS&A
Communications Partners III, L.P. and its preceding funds.

Nigel Stapleton, Non-Executive Director

Nigel Stapleton joined Veronis Suhler at the end of 1999 to
serve as chairman of its newly established entity, Veronis,
Suhler International Limited, in London.  He previously served
as co-chief executive of Reed Elsevier, one of Europe's
largest publishing and information companies, from August 1998
until September 1999.  He was co-chairman of Reed Elsevier
from July 1996 until August 1998, and its chief financial
officer from January 1993 until 1996.  He also served as the
chairman of Reed International plc from April 1997 until April
1999, and as finance director from November 1986 until June
1996.  Prior to that, he held planning, finance and general
management positions with Unilever plc, including vice
president/finance of Unilever United States Inc., the holding
company for Unilever's businesses in the US.  He was also
chairman of the 100 Group of UK Finance Directors from January
1994 to November 1995.  He is currently a non-executive
director of Marconi plc and Sun Life Provincial Holdings plc.

Terms of the Subscription

The Company has reached agreement, subject to inter alia the
passings of the Resolutions by the Shareholders , whereby VS&A
Communications Partners will subscribe for 42,857,142 new
Ordinary Shares at 70p per share, representing a premium of
approximately 9 per cent. to the share price on 10 October 2000.
The Subscription Shares will represent approximately 17.12 per
cent. of the enlarged issued share capital of ITE immediately
following Completion. The Subscription Shares are to be
credited as fully paid and will rank pari passu with the
existing Ordinary Shares including for the final dividend for
the year ended 30 September 2000.

Under the terms of the Subscription Agreement, VS&A
Communications Partners will be entitled to appoint
representatives to the Board.  Certain amendments to the
Articles of Association are required in order to give effect
to this right and these amendments are set out in full in the
notice of EGM to be included in the Prospectus.

Advisory Services Agreement

The Company has reached agreement with Veronis Suhler
International Limited ('VSIL') whereby the Company will use
VSIL and Veronis Suhler & Associates LLC as corporate
financial advisers to the Company for certain transactions for
a fee to be agreed on a transaction by transaction basis, such
fee not to exceed one per cent. of the value of the relevant
transaction.


Standstill Agreement

The Company has entered into an agreement with VS&A
Communications Partners conditional on completion which
provides that for a period of 12 months immediately following
Completion, VS&A Communications Partners will not dispose of
shares in the Company (subject to certain exceptions,
including accepting a general offer made by a third party for
the entire issued share capital of the Company).  In addition,
during that period, VS&A Communications Partners will not
acquire further shares in the Company if to do so would
require it to make a mandatory offer for the entire issued
share capital of the Company.


General

The Company is proposing to raise approximately £9.68 million
(before expenses) through the Placing and the Open Offer.  The
Open Offer has been fully underwritten by Investec Bank, save
in respect of those Open Offer Shares for which irrevocable
undertakings to take up certain Shareholders' entitlements as
detailed below have been received.

The Open Offer Shares, in aggregate, will represent
approximately 5.53 per cent. of the enlarged issued ordinary
share capital of ITE on Admission.  The Open Offer Shares will
be issued credited as fully paid and will, on issue, rank pari
passu, including for the final dividend for the year ended 30
September 2000, with the existing Ordinary Shares.

The Placing and Open Offer are conditional, inter alia, on:

(a)  the passing of the Resolutions;

(b)  the Placing and Open Offer Agreement becoming
     unconditional, save for Admission, by no later than 10
     November 2000 (or such later date, being no later than 24
     November 2000 as the Company and Investec Bank may agree)
     and not having been terminated in accordance with its
     terms;

(c)  the Subscription Agreement becoming unconditional in all
     respects subject only to Admission and the Placing and
     Open Offer Agreement not having lapsed or been
     terminated;  and

(d)  Admission.

Further details of the Placing and Open Offer Agreement will
be set out in the Prospectus.

The Placing and the Open Offer

Investec Henderson Crosthwaite, as agent for the Company, has
conditionally placed the Open Offer Shares with institutional
and other investors at the Issue Price subject to clawback
(save for those Open Offer Shares in respect of which
irrevocable undertakings to take up have been received) to
satisfy valid applications by Qualifying Shareholders pursuant
to the Open Offer.

Qualifying Shareholders will be invited by Investec Henderson
Crosthwaite, as agent for the Company, to subscribe under the
Open Offer for the Open Offer Shares at the Issue Price free
of expenses, pro rata to their existing shareholdings, on the
basis of

     1 Open Offer Share for every 14 existing Ordinary Shares

held on the Record Date and so in proportion for any greater
number of existing Ordinary Shares then held.  Entitlements to
Open Offer Shares will be rounded down to the nearest whole
share.  Fractional entitlements will not be allotted to
Qualifying Shareholders and will be aggregated and placed for
the benefit of the Company.  The maximum entitlement of a
Qualifying Shareholder will be indicated on the Application
Form which will accompany the Prospectus and which will be
personal to the Qualifying Shareholder(s) named on the form.
Applications for Open Offer Shares in excess of such maximum
entitlement will be treated as applications for that maximum
entitlement.  Any Open Offer Shares not taken up under the
Open Offer will be subscribed for pursuant to the terms of the
Placing and otherwise in accordance with the Placing and Open
Offer Agreement.

Lawrie Lewis has given an irrevocable undertaking to take up
18,635 new Ordinary Shares and irrevocable undertakings to
take up Ordinary Shares have been received from Greenspan
Holdings Limited, a company beneficially owned by Lawrie
Lewis, and Ceyda Erem in respect of, in aggregate, 3,444,176
new Ordinary Shares in each case on the terms of the Open
Offer.

Further details of the Open Offer will be set out in the
letter to Qualifying Shareholders from Investec Henderson
Crosthwaite to be contained in the Prospectus. The Open Offer
will close at 3.00pm on 3 November 2000.  Application forms
will only be transferable to satisfy bona fide market claims.

Shareholders should note that the Open Offer is not a rights
issue.  Shareholders' entitlements under the Open Offer will
not be transferable and the Application Form, not being a
document of title, cannot be traded.  Qualifying Shareholders
should be aware that in the case of the Open Offer, unlike a
rights issue, the Open Offer Shares not applied for will not
be sold in the market or placed for the benefit of Qualifying
Shareholders who do not apply under the Open Offer, but will
be placed for the benefit of the Company at the Issue Price
pursuant to the terms of the Placing and Open Offer Agreement.


Prospectus

It is expected that the Prospectus, accompanied by an
Application Form for use in connection with the Open Offer,
setting out details of the Issue and including a notice of the
Extraordinary General Meeting, will be posted to Shareholders
shortly.

Expected timetable of principal events

Record date for the Open Offer           Monday 9 October 2000
                                   
Latest time and  date for          3.00 pm on 1 November 2000
splitting Application Forms
(to satisfy bona fide
market claims only)
                                   
Latest time and date for receipt   3.00 p.m on 3 November 2000
of completed Application Forms  
and payment in full in respect
of the Open Offer
                                   
Latest  time and date for receipt 11.00 a.m on 4 November 2000
of completed Forms of Proxy for  
the EGM
                                   
Extraordinary General Meeting     11.00 a.m on 6 November 2000
                                   
Dealings  in new Ordinary  Shares             10 November 2000
expected to commence on the
Official List
                                   
CREST accounts credited, where                10 November 2000
relevant
                                   
Definitive share certificates for             10 November 2000
the new  Ordinary Shares
dispatched, where relevant, by


Definitions

The following definitions apply throughout this announcement
and in the Prospectus, Application Form and Form of Proxy,
unless the context otherwise requires:

'ACG'                  ACG and ITE International Trade Fairs
                       Limited, 35 per cent. owned by ITE
                       
'Admission'            admission of the Placing Shares, the
                       Open Offer Shares and the Subscription
                       Shares to i) the Official List; and
                       ii) trading on the London Stock
                       Exchange's markets for listed
                       securities becoming effective in
                       accordance with the Listing Rules and
                       the Standards respectively
                       
'AFEKS'                Afeks Organizasyon Pazarlama ve
                       Ticaret A.S., 50 per cent. owned by
                       ITE
                       
'Affiliates'           in relation to any person, any of the
                       partners of that person or any other
                       person, directly or indirectly,
                       controlling or controlled by or under
                       common control with that person and
                       for the purposes of this definition
                       'control' when used with respect to
                       any person means the power to direct
                       management and policies of such person
                       or to exercise investment authority in
                       respect of such person, directly or
                       indirectly, whether through the
                       ownership of voting securities or
                       otherwise
                       
'Agentura Triumf'      Agentura Triumf spol. s.r.o., a
                       subsidiary of ITE
                       
'Application Form'     the application form relating to the
                       Open Offer to be sent to Qualifying
                       Shareholders with the Prospectus
                       
'Articles of           the articles of association of the
Association'           Company
                       
'Board' or 'Directors' the board of directors of ITE as
                       constituted from time to time
                       
'CIS'                  the Commonwealth of Independent States
                       
'Company' or 'ITE'     ITE Group Plc
                       
'Completion'           the completion of the Subscription and
                       the Issue
                       
'Comtek'               Comtek Expositions Inc
                       
'CREST'                the relevant system (as defined in the
                       Regulations) in respect of which
                       CRESTCo Limited is the Operator (as
                       defined in the Regulations)
                       
'EGM' or               the extraordinary general meeting of
'Extraordinary General the Company expected to be convened
Meeting'               for 11.00am on 6 November 2000, notice
                       of which will be set out at the end of
                       the Prospectus
                       
'EUF'                  E Uluslararasi Fuar Tanitim Hyzmetleri
                       A.S., a subsidiary of ITE
                       
'existing Ordinary     the 193,688,914 Ordinary Shares in
Shares'                issue at the date of this announcement
                       
'Form of Proxy'        the form of proxy for use by
                       Shareholders in connection with the
                       Extraordinary General Meeting
                       
'GIMA'                 IEG-GIMA Gesellschaft fur
                       Internationale Messen und
                       Ausstellungen GmbH, a subsidiary of
                       ITE
                       
'Group'                ITE and its subsidiaries
                       
'IEG-Solingen'         IEG-Solingen Group, a group of
                       companies comprised of IEG Gima
                       International Exhibition Group
                       Geschaftsfuhrung GmbH, IEG Gima
                       International Exhibition Group GmbH &
                       Co KG and IEC Inter Expo Consult GmbH
                       which are subsidiaries of ITE
                       
'Incheba'              Incheba Praha s.r.o., 50 per cent.
                       owned by ITE
                       
'Intermedia'           Intermedia Exhibitions and Conferences
                       (Isle of Man) Limited, a subsidiary of
                       ITE
                       
'Investec Bank'        Investec Bank (UK) Limited
                       
'Investec Henderson    Investec Henderson Crosthwaite
Crosthwaite'           (trading as Investec Henderson
                       Crosthwaite Corporate Finance and
                       Investec Henderson Crosthwaite
                       Securities), a division of Investec
                       Bank
                       
'Issue'                together, the Placing and the Open
                       Offer
                       
'Issue Price'          70p per new Ordinary Share
                       
'ITF'                  Istanbul Fuarcilik A.S., 50 per cent.
                       owned by ITE
                       
'Listing Rules'        the rules and regulations made by the
                       UK Listing Authority under Part IV of
                       the Financial Services Act 1986 as
                       amended from time to time
                       
'London Stock          London Stock Exchange plc
Exchange'
                       
'Official List'        the Official List of the UK Listing
                       Authority
                       
'Open Offer'           the conditional offer to be made by
                       Investec Henderson Crosthwaite, as
                       agent for the Company, to Qualifying
                       Shareholders to subscribe for the Open
                       Offer Shares at the Issue Price and on
                       the terms and conditions to be set out
                       in the Prospectus and in the
                       Application Form
                       
'Open Offer Shares'    13,834,922 new Ordinary Shares which
                       will be made available to Qualifying
                       Shareholders pursuant to the Open
                       Offer, all of which (other than those
                       Open Offer Shares in respect of which
                       irrevocable undertakings to accept the
                       Open Offer have been received from
                       Qualifying Shareholders) have been
                       conditionally placed (subject to
                       recall to satisfy valid applications
                       by Qualifying Shareholders under the
                       Open Offer) by Investec Henderson
                       Crosthwaite pursuant to the Placing
                       
'Ordinary Shares'      the ordinary shares of 1p each in the
                       share capital of the Company
                       
'Placing'              the placing by Investec Henderson
                       Crosthwaite of the Open Offer Shares
                       (other than those Open Offer Shares in
                       respect of which irrevocable
                       undertakings to accept the Open Offer
                       have been received from Qualifying
                       Shareholders) subject to recall to
                       satisfy valid acceptances under the
                       Open Offer
                       
'Placing Shares'       the new Ordinary Shares to be placed
                       by Investec Henderson Crosthwaite
                       pursuant to the Placing and Open Offer
                       Agreement
                       
''Placing and Open     the agreement dated 11 October 2000
Offer Agreement'       between Investec Henderson Crosthwaite
                       and the Company, further details of
                       which will be set out in the
                       Prospectus
                       
'Proposals'            the proposed Subscription, the
                       proposed Issue and the proposed
                       amendments to the Articles of
                       Association described in this
                       announcement
                       
'Proposed Directors'   Jeffrey Stevenson and Nigel Stapleton
                       
'Prospectus'           prospectus to Shareholders detailing
                       the Proposals to be published by the
                       Company
                       
'Qualifying            Shareholders on the register of
Shareholders'          members of ITE on the Record Date
                       (except for certain overseas
                       Shareholders as will be described in
                       Part II of the Prospectus)
                       
'Rantai'               PT Rantai EXPO International, a
                       subsidiary of ITE
                       
'Resolutions'          the ordinary and special resolutions
                       to be proposed at the EGM, which will
                       be set out at the end of the
                       Prospectus
                       
'Shareholders'         holders of Ordinary Shares
                       
'Subscription'         the proposed subscription by VS&A
                       Communications Partners as  will be
                       described in the Prospectus
                       
'Subscription          the conditional agreement dated 11
Agreement'             October 2000 between the Company and
                       VS&A Communications Partners relating
                       to the Subscription as summarised in
                       the Prospectus
                       
'Subscription Price'   70p per new Ordinary Share
                       
'Subscription Shares'  42,857,142 new Ordinary Shares to be
                       allotted pursuant to the Subscription
                       
'Subsidiary'           shall have the same meaning as in
                       section 736 of the Act
                       
'UK Listing Authority' the Financial Services Authority
                       acting in its capacity as the
                       competent authority for the purpose of
                       Part IV of the Financial Services Act
                       1986 as amended from time to time
                       
                       
'Veronis Suhler'       a New York based media merchant bank
                       affiliated with the general partner of
                       VS&A Communications Partners III, L.P.
                       
'VS&A Communications   VS&A - ITE, LLC, the Delaware
Partners'              incorporated wholly-owned subsidiary
                       of VS&A Communications Partners III,
                       L.P.
                       
'VS&A Communications   the private equity affiliate of
Partners III, L.P.'    Veronis Suhler
                       
'X-RM'                 X-RM Limited, a subsidiary of ITE