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Incisive Media PLC (INM)

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Friday 23 April, 2004

Incisive Media PLC

Acquisition and Placing

Incisive Media PLC
23 April 2004


Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia, Ireland or Japan.


23 April 2004


                               Incisive Media PLC
                      ("Incisive Media" or the "Company")


  £16 million acquisition of Initiative Europe Holdings Limited ("Initiative")
(the "Acquisition") and placing of 8.3 million new ordinary shares (the "Vendor
                 Placing") at 132 pence per new ordinary share


                           Directors' Share Disposal


Incisive Media is a fast growing specialist business information provider
operating in six markets: retail investment, insurance, financial risk
management, mortgage, capital markets/financial IT and photographic. The Company
delivers key information to defined target audiences across a variety of
platforms including magazines, conferences and exhibitions, websites,
newsletters and databases.


Incisive Media is focused on leading markets, building new products and
developing partnerships with clients.  Incisive Media's market leading brands
include Investment Week, Post Magazine, Risk and Your Mortgage.


Highlights of the Acquisition

 -   Incisive Media is acquiring Initiative, a market leading provider of
     specialist transaction information including data, research and consultancy
     to the private equity market sector for £16 million

 -   The Acquisition represents a strong market leading platform for Incisive
     Media to build its business model in the private equity market sector.
     Brands acquired include:

        -   Unquote
        -   Private Equity Europe
        -   Europe Buy-Out Review
        -   RII (Review of Institutional Investors)
        -   DAT (deal analysis tool)

 -   The Board of Incisive Media believes that the Acquisition will be earnings
     enhancing in the first full year of ownership1

 -   Following Admission it is expected that Caledonia Investments plc will be a
     significant shareholder in Incisive Media



Tim Weller, Chief Executive of Incisive Media, commented:  "With Initiative we
are acquiring a robust, high margin, subscriptions driven business with a
leading position in the European private equity market vertical, at a time when
this market is showing strong recovery.  The acquisition is an excellent
platform upon which we will apply our business model of creating branded
extensions, such as conferences, forums, awards and journals."


John May of Caledonia Investments plc, commented: "Caledonia's strategy is to
identify, back and work closely with top-class teams. We are delighted to be
involved with Incisive Media as we are backing a company with a strong track
record which we believe will be a long-term winner in the business publishing
sector."


For further information please contact:

Tim Weller         Chief Executive                  +44 (0) 20 7484 9970
                   Incisive Media PLC               tim.weller@incisivemedia.com
                                                    www.incisivemedia.com

Anthony Payne      Peregrine Communications         +44 (0) 20 7484 9983
                                                    +44 (0) 7930 643 983
                                     anthony.payne@peregrinecommunications.co.uk

Keith Anderson     Investec                         +44 (0) 20 7597 5970

Rupert Krefting


Notes to Editors:


Investec Investment Banking ("Investec"), a division of Investec Bank (UK)
Limited which is authorised and regulated by the Financial Services Authority,
is acting for Incisive Media in connection with the Vendor Placing and is not
acting for any person other than Incisive Media and will not be responsible to
any person other than Incisive Media for providing the protections afforded to
its customers or for providing advice to any other person in connection with the
Vendor Placing.


PricewaterhouseCoopers LLP which is authorised and regulated by the Financial
Services Authority acted as lead adviser to the shareholders of Initiative
Europe Holdings Limited.


1      This is not intended to be, nor should be taken as, a forecast of profit.

Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia, Ireland or Japan.


23 April 2004


                               Incisive Media PLC
                      ("Incisive Media" or the "Company")


  £16 million acquisition of Initiative Europe Holdings Limited ("Initiative")
(the "Acquisition") and Placing of 8.3 million new ordinary shares (the "Vendor
                 Placing") at 132 pence per new ordinary share


                           Directors' Share Disposal



Introduction


The Incisive Media Board today announces the acquisition of Initiative Europe
Holdings Limited ("Initiative") a leading provider of research, consultancy and
specialist information to the private equity market sector for £16 million, a
cash amount equal to the amount of the cash balances of Initiative on completion
of the Acquisition and up to a further £2.0 million of deferred consideration
conditional upon meeting certain financial targets for the year ending 31
December 2004.


The Company has agreed to allot and issue 8,300,000 new ordinary shares ("New
Ordinary Shares") to institutional and other investors on terms that the
subscription money (£11.0 million) for such New Ordinary Shares be paid to the
Vendors. The Vendor Placing has been fully underwritten by Investec.  The
balance of the consideration is to be funded from Incisive Media's additional
debt facilities of up to £8 million and a bridging loan of up to £6 million
equal to Initiative's expected cash balance which will become immediately
repayable on Completion.


Background to and reasons for the Acquisition


Initiative is a market leading provider of specialist transaction information
including data, research and consultancy to the private equity market sector.


The company has a robust, high margin, subscriptions driven business built upon
a portfolio of brands including Unquote, Private Equity Europe, Europe Buy-Out
Review, RII (Review of Institutional Investors) and DAT (deal analysis tool).


The Directors believe Initiative will provide an excellent platform upon which
the Incisive Media can apply its business model of creating brand extensions,
such as conferences, forums, awards, journals, websites and databases with the
objective of becoming the leading information provider to the private equity
market sector, both in Europe and internationally.


In the year ended 31 March 2003 Initiative generated turnover of £3.1 million
and profit before tax of £1.5 million. The net assets of Initiative as at 31
March 2003 were £3.2 million.


The Directors believe that the Acquisition will bring increased benefits from
any cyclical recovery in B2B advertising and will be earnings enhancing in the
first full year of ownership by Incisive Media1.


Current trading and prospects


Following the announcement of strong 2003 results on 11 March 2004, Incisive
Media continues to see positive growth in all of its divisions, and with better
visibility of the year ahead is confident of a sustained recovery.


Principal terms and conditions of the Acquisition


The Acquisition is to be made pursuant to a share purchase agreement (the
"Acquisition Agreement") dated 23 April 2004 and made between the holders of the
entire issued share capital of Initiative (the "Vendors") (1) and Incisive Media
(2).


As initial consideration for the Acquisition the Company has agreed (i) to allot
and issue the New Ordinary Shares to institutional and other investors on terms
that the subscription money (£11.0 million) for such New Ordinary Shares be paid
to the Vendors, (ii) to pay to the Vendors a sum equal to Initiative's expected
cash balance of up to £6.25 million and (iii) to pay to the Vendors an
additional sum of £5.0 million.


The Acquisition is conditional inter alia upon the admission of the New Ordinary
Shares to the official list of the UK Listing Authority and to trading on the
London Stock Exchange's markets for listed securities.  The initial
consideration is subject to adjustment by reference to the working capital of
Initiative.  A further payment of up to £2.0 million, will be payable to the
Vendors in April 2005 conditional upon meeting certain financial targets for the
year ending 31 December 2004.


Certain Vendors have given to the Company warranties and indemnities in a form
usual for a transaction of this nature and have entered into restrictive
covenants in relation to their competing with the business after Completion.


The Vendor Placing


Pursuant to the Vendor Placing, which has been arranged by Investec as agent for
the Company, 8,300,000 New Ordinary Shares have been placed with institutional
and other investors at 132 pence per New Ordinary Share. Application has been
made to the UK Listing Authority and to the London Stock Exchange for the New
Ordinary Shares to be admitted to listing and trading respectively
("Admission").  It is expected that Admission will take place on 27 April 2004.
Following Admission the Company will have 91,343,593 ordinary shares issued and
fully paid. The New Ordinary Shares will rank pari passu  in all respects with
the existing issued share capital of the Company.


The Vendor Placing has been fully underwritten by Investec.  Pursuant to the
underwriting agreement, Investec has agreed with Incisive Media to procure
placees to acquire all the New Ordinary Shares and, to the extent that it is
unable to do so, to acquire itself such shares. The Vendor Placing will be
subject to the terms and conditions as set out in the Appendix to this
announcement.


Directors' Share Disposal


Certain Directors today announce that, subject to Admission taking place, they
intend to sell 3,983,500 shares in aggregate at a price of 132 pence per share
as set out in the table below.

Director          Current        % current Shares to be Shareholding  % enlarged
----------        Shareholding   issued    sold         post          issued
                  ---------      share     ---------    disposal      share
                                 capital                ---------     capital
                                 --------                             --------

Tim Weller           8,051,660       9.7%   2,750,000     5,301,660        5.8%
James Hanbury        2,522,000       3.0%     300,000     2,222,000        2.4%
Nicholas Rapley      1,841,000       2.2%     341,000     1,500,000        1.6%
Stuart Stradling     1,552,500       1.9%     552,500     1,000,000        1.1%
James Campbell-Harris  227,000       0.3%      40,000       187,000        0.2%


          Total     14,194,160      17.1%   3,983,500    10,210,660       11.2%



New Significant Shareholder


Following Admission it is expected that Caledonia Investments plc ("Caledonia")
will be a significant shareholder in Incisive Media. Caledonia has a track
record as a successful and supportive long-term investor. The Board of Incisive
Media is pleased to welcome it as a significant shareholder in the Company and,
following completion of the Vendor Placing, John May, Executive Director of
Caledonia, will be invited to become a non-executive director of Incisive Media.


Notes


1   This is not intended to be, nor should be taken as, a forecast of profit.


                                    Appendix


                   Terms and Conditions of the Vendor Placing


If an institutional investor ("Placee") chooses to participate in the Vendor
Placing it will be deemed to have read and understood this Appendix in its
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties and acknowledgements, contained in
this Appendix. In particular, each Placee represents, warrants and acknowledges
that:


1.        it is not and does not regard itself as being a customer of Investec
in relation to the Vendor Placing or the subscription or purchase of any New
Ordinary Shares, and Investec will not have any duties or responsibilities
towards it for providing protections afforded to its customers under the
handbook and rules of the Financial Services Authority or for advising it with
regard to the New Ordinary Shares.  In addition any payment by a Placee will not
be treated as client money governed by those rules;

2.        Investec is under no duty to it similar or comparable to the "best
execution", "suitability" and "risk warnings" rules of the Financial Services
Authority and that it is not relying on Investec to advise whether or not the
New Ordinary Shares are in any way a suitable investment for it;

3.        in agreeing to acquire New Ordinary Shares it is not relying on any
information or representation in relation to Incisive Media or the New Ordinary
Shares other than as contained in this announcement (including this Appendix)
and it is not relying on any representation or warranties or agreements by
Investec or any director, employee or agent of Investec or any other person;

4.        it was outside the United States at the time its subscription was
originated and it was not at such time and is not a US Person (and was not and
is not acquiring on behalf of, or purchasing for the account or benefit of, a US
Person) neither it nor its affiliates or any person acting on its behalf has
knowingly engaged or will engage in any direct selling efforts in, into or
within the United States with respect the New Ordinary Shares (terms in this
paragraph having the meanings set out in Regulation S promulgated under the
United States Securities Act 1933 (as amended);

5.        none of the New Ordinary Shares have been or will be registered under
the United States Securities Act 1933 (as amended) and such shares may not be
offered or sold in, into or within the United States except pursuant to
exemption from, or in a transaction not subject to, the registration
requirements of that Act;

6.        it is not a national or resident of Canada, or Australia or Ireland or
Japan or a corporation, partnership or other entity organised under the laws of
Canada (or any political sub-division thereof) or Australia, Ireland or Japan
and that it will not offer, sell or deliver directly or indirectly any of the
New Ordinary Shares in Canada or Australia or Ireland or Japan or to or for the
benefit of any person resident in Canada or Australia or Ireland or Japan;

7.        none of the New Ordinary Shares have been or will be registered under
the relevant Canadian or Australian securities laws;

8.        it is not in any other territory in which it is unlawful to make an
offer to subscribe for New Ordinary Shares;

9.        it is liable for all and any stamp duty or stamp duty reserve tax and
any related costs, fines, penalties and interest arising in respect of the
delivery and settlement in respect of the New Ordinary Shares comprised in its
participation and/or any failure on its part to comply with its obligations
hereunder;

10.     it is not, and is not acting as nominee or agent for a person who is or
may be liable to stamp duty or stamp duty reserve tax under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance
services);

11.     it has obtained all necessary consents and authorities to enable it to
give its commitment to subscribe for New Ordinary Shares and to perform its
obligations and that it has otherwise observed the laws and regulatory
requirements of all applicable territories, obtained any requisite governmental
or other consents, complied with all requisite formalities and paid any issue,
transfer or other taxes due in any territory in connection with its acceptance
and that it have not taken any action which will or may result in Incisive Media
or Investec acting in breach of any regulatory or legal requirements of any
territory in connection with the Vendor Placing or its acceptance of commitments
hereunder;

12.     it is a person of a kind described in articles 19(5) or 49(2) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001;

13.     it is a person whose ordinary activities involve it in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of its businesses or that it will acquire, hold, manage and dispose of
the New Ordinary Shares for the purposes of its business;

14.     in accepting a Vendor Placing commitment hereunder it is acting as
principal and for no other person and that its acceptance of that commitment
will not give any other person a contractual right to require the issue by
Incisive Media of any of the New Ordinary Shares;

15.     it has complied with its obligations in connection with money laundering
under the Criminal Justice Act 1993 and the Money Laundering Regulations 2003
("the Regulations") and, if it is making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations; and

16.     that any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract.

The New Ordinary Shares will be issued subject to the Memorandum and Articles of
Association of Incisive Media and shall be allotted and issued fully paid free
from all claims, liens, charges, encumbrances and equities and on terms that
they rank pari passu with the existing Ordinary Shares in Incisive Media.


The Vendor Placing is conditional, inter alia, on Admission becoming effective
on 27 April 2004, or such later date (not being later than 7 May 2004) as may be
agreed between Incisive Media and Investec.  The Vendor Placing may be
terminated by Investec at any time before Admission for, among other things,
material breach by Incisive Media of the terms of the underwriting agreement
relating to the Vendor Placing (the "Underwriting Agreement") or of any
representation or warranty in it, or on the occurrence of certain specified
events or events of force majeure.


Any extension or waiver by Investec of the conditions in the Underwriting
Agreement will not affect Placees' commitments under the Vendor Placing.
Investec shall not have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision it
may make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Underwriting Agreement or in respect of any
decision Investec may make as to whether or not to terminate such agreement.


By participating in the Vendor Placing, each Placee agrees that its rights and
obligations thereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by the Placee.


It is a term of the Vendor Placing that, to ensure compliance with the Money
Laundering Regulations 2003, Investec may, in its absolute discretion, require
verification of a Placee's identity to the extent that it has not already
provided the same.  Pending the provision to Investec of evidence of identity,
definitive certificates in respect of New Ordinary Shares may be retained at
Investec's absolute discretion.  If within a reasonable time after a request for
verification of identity Investec has not received evidence satisfactory to it,
it may, at its absolute discretion, terminate the Placee's commitment under the
Vendor Placing in which event the monies payable on acceptance of the allotment
will, if paid, be returned without interest to the account of the drawee bank
from which they were originally debited, provided always that no such repayment
will be made until Investec has received satisfactory evidence of the identity
of the holder of such bank account.


Settlement of transactions in the New Ordinary Shares following Admission will
take place within the CREST system, subject to certain exceptions.  Investec
reserves the right to require settlement for and delivery of the New Ordinary
Shares to Placees in such other means that it deems necessary if delivery or
settlement is not possible within the CREST system within the timetable set out
in this announcement or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.


If a Placee agrees to subscribe for New Ordinary Shares in the Vendor Placing it
will be sent a conditional contract note that will state the number of New
Ordinary Shares allocated to it, the Placing Price and the aggregate amount owed
by it.  The settlement date will be stated in the such contract note and is
expected to be 27 April 2004.


This announcement and Appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, the United Kingdom, the United
States, Canada, Australia, Ireland and Japan. This announcement and the
information contained herein are not for publication or distribution, directly
or indirectly, to persons in the United States, Canada, Australia, Ireland,
Japan or in any jurisdiction in which such publication or distribution is
unlawful.  The New Ordinary Shares referred to in this announcement have not
been and will not be registered under the US Securities Act of 1933, and, may
not be offered or sold within the United States absent registration or an
exemption from registration.


The distribution of this announcement and the placing and/or issue of the New
Ordinary Shares in certain jurisdictions may be restricted by law.  Persons to
whose attention this announcement has been drawn are required by Incisive Media
and Investec to inform themselves about and to observe any such restrictions.


Members of the public are not eligible to take part in the Vendor Placing. This
Appendix and the terms and conditions set out herein are directed only at
persons selected by Investec who have professional experience in matters
relating to investments and are "investment professionals" within the meaning of
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2001 or to whom it may otherwise lawfully be communicated (all
such persons together being referred to as "relevant persons").  This Appendix
and the terms and conditions set out herein must not be acted on or relied on by
persons who are not relevant persons. Any investment activity to which this
Appendix and the terms and conditions set out herein relates is available only
to relevant persons and will be engaged in only with relevant persons.



END


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