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Monday 06 October, 2008

Progressive Capital

Offer for SPG Media Group Plc

RNS Number : 1145F
Progressive Capital Limited
06 October 2008
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATESAUSTRALIACANADA OR JAPAN OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

6 October 2008

RECOMMENDED CASH OFFER

BY

PROGRESSIVE CAPITAL LIMITED

FOR

SPG MEDIA GROUP PLC

Summary of the Offer

  • The Progressive Board and the SPG Media Board are today pleased to announce the terms of a recommended cash offer to be made by Progressive for the entire issued and to be issued ordinary share capital of SPG Media not already owned by Progressive. 

  • Under the terms of the Acquisition, SPG Media Shareholders will receive 13 pence in cash for each SPG Media Share.

  • The Offer values the entire issued and to be issued ordinary share capital of SPG Media at approximately £11.85 million. At 13 pence, the Offer Price represents:

-    a premium of approximately 70.5 per cent. to the Closing Price of 7.625 pence for each SPG Media Share on 12 August 2008, being the last business day prior to the commencement of the Offer Period; and

-    a premium of approximately 44.4 per cent. to the Closing Price of 9.00 pence for each SPG Media Share on 3 October 2008, being the last business day prior to the Announcement.

  • The SPG Media Directors, having been so advised by Blue Oar Securities, consider the terms of the Offer to be fair and reasonable. In providing advice to the SPG Media Directors, Blue Oar Securities has taken into account the commercial assessments of the SPG Media Directors. 

Accordingly, the SPG Media Directors unanimously recommend SPG Media Shareholders to accept the Offer as they have irrevocably undertaken to do in respect of their own beneficial interests in SPG Media Shares comprising, in aggregate, 3,800,670 SPG Media Shares, representing approximately 4.43 per cent. of SPG Media's existing issued ordinary share capital.

  • Progressive has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from SPG Media Shareholders in respect of, in aggregate, 41,213,986 SPG Media Shares, representing approximately 48.00 per cent. of SPG Media's entire existing issued ordinary share capital.

  • Progressive was incorporated in England and Wales on 13 April 2007 to acquire, invest and manage media assets that operate in markets which demonstrate significant growth potential. Progressive is wholly owned by Michael Danson, who is also a director of Progressive.

  • The Progressive Board believes that SPG Media's business model, which is focused on delivering high value content through a variety of distribution channels, requires a significant amount of long-term investment if it is to grow and remain competitive in an increasingly testing economic climate. In addition, due to SPG Media's relatively small size, Progressive believes that the public markets do not offer SPG Media the ability to realise its full potential value.

As a private company, Progressive, through Michael Danson, has the necessary financial resources to allow it to provide SPG Media with the level of investment necessary for it to deliver sustainable long-term growth. Furthermore, the completion of the Offer would remove from SPG Media the financial, managerial and regulatory obligations of being a publicly listed company.

Additionally, Progressive intends, where appropriate, to make further business acquisitions that are complementary to SPG Media's business model and which would be able to leverage SPG Media's scalable technology platforms, content and sales channels, whilst at the same time, providing SPG Media with significant cross-over revenue opportunities and enhanced growth prospects.

The Progressive Directors believe that the Offer not only allows current shareholders to realise immediate value but also secures the long-term future for SPG Media and its employees.  

  • The conditions and certain terms of the Offer are set out in the attached Announcement together with information on SPG Media and on Progressive.  

  • This summary should be read in conjunction with, and is subject to, the full text of the following Announcement. Appendix II of this Announcement contains the sources and bases of certain information used in this summary and in the following Announcement. Appendix IV of this Announcement contains definitions of certain terms used in this summary and the following Announcement.  

Commenting on the Offer, Michael Danson, Chief Executive Officer of Progressive, said:

'The Progressive Board is delighted to be in a position to acquire and invest in SPG Media. We look forward to helping SPG Media achieve its full potential by providing the level of investment necessary for it to deliver sustainable long-term growth and, where appropriate, by making additional business acquisitions that are complementary to SPG Media's business model.'

Commenting on the Offer, Stephen Davidson, Chairman of SPG Media, said:

'The SPG Media Board believes that the business has an excellent chance of achieving satisfactory levels of growth and profit in the medium to long term. However, the SPG Media Board considers that the current market valuation of SPG Media fails to reflect fully its underlying value.

The Offer gives certain value now by providing SPG Media Shareholders with a cash exit for their existing shareholding at a significant premium of approximately 70.5 per cent. to the Closing Price of 7.625 pence for each SPG Media Share on 12 August 2008, being the last business day prior to the commencement of the Offer Period.'

ENQUIRIES

Progressive
 
 
 
Simon Pyper
 
 
Tel: + 44 (0) 20 7336 5200
Kaupthing
 
 
 
Nicholas How
 
 
Tel: + 44 (0) 20 3205 7500
James Maxwell
 
 
Tel: + 44 (0) 20 3205 7500
Richard Savage
 
 
Tel: + 44 (0) 20 3205 7500
SPG Media
 
 
 
Keith Sadler
 
 
Tel: + 44 (0) 20 7915 9600
Chief Executive Officer
 
 
 
Kenneth Appiah
 
 
Tel: + 44 (0) 20 7915 9600
Group Finance Director
 
 
 
Blue Oar Securities
 
 
 
Mike Coe
 
 
Tel: + 44 (0) 117 933 0020
Marc Davies
 
 
Tel: + 44 (0) 117 933 0020


The Offer Document and the Form of Acceptance will be posted to SPG Media Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, other than in relation to a Restricted Jurisdiction.

The SPG Media Directors accept responsibility for the information contained in this Announcement relating to the SPG Media Group, themselves, their immediate families, related trusts and connected persons. The Progressive Directors accept responsibility for all of the other information contained in this Announcement. To the best of the knowledge and belief of the Progressive Directors and the SPG Media Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Kaupthing Singer & Friedlander Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Progressive and no one else in connection with the Offer and will not be responsible to anyone other than Progressive for providing the protections afforded to customers of Kaupthing Singer & Friedlander Capital Markets Limited nor for providing advice in relation to the Offer or any other matter referred to in this Announcement. 

Blue Oar Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SPG Media and no one else in connection with the Offer and will not be responsible to anyone other than SPG Media for providing the protections afforded to customers of Blue Oar Securities plc nor for providing advice in relation to the Offer or any other matter referred to in this Announcement.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by means of the Offer Document, an advertisement to be published in the London Gazette and the Form of Acceptance (in respect of certificated SPG Media Shares), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Unless otherwise determined by Progressive and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.  

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of SPG Media, all 'dealings' in any 'relevant securities' of SPG Media (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of SPG Media, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of SPG Media by SPG Media or Progressive, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon on the business day following the date of the relevant transaction. 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotations marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), consult the Panel's website or contact the Panel on telephone number +44 (0) 20 7382 9026 or fax +44 (0) 20 7638 1554. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended), if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATESAUSTRALIACANADA OR JAPAN OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 6 October 2008

RECOMMENDED CASH OFFER

BY

PROGRESSIVE CAPITAL LIMITED 

FOR

SPG MEDIA GROUP PLC


1. Introduction

The Progressive Board and the SPG Media Board are today pleased to announce the terms of a recommended cash offer to be made by Progressive for the entire issued and to be issued ordinary share capital of SPG Media not already owned by Progressive.

2. The Offer

The Offer will be subject, inter alia, to the conditions and further terms set out in Appendix I of this Announcement, in the Offer Document and (in respect of certificated SPG Media Shares) in the Form of Acceptance. The Offer will be made on the following basis:

for each SPG Media Share             13 pence in cash

The Offer values the entire issued and to be issued ordinary share capital of SPG Media at approximately £11.85 million. At 13 pence, the Offer Price represents:

    a premium of approximately 70.5 per cent. to the Closing Price of 7.625 pence for each SPG Media Share on 12 August 2008, being the last business day prior to the commencement of the Offer Period; and

    a premium of approximately 44.4 per cent. to the Closing Price of 9.00 pence for each SPG Media Share on 3 October 2008, being the last business day prior to the Announcement.

Details of the conditions and certain further terms of the Offer are set out below and in Appendix I of this Announcement.

3. Irrevocable undertakings

The SPG Media Directors who hold SPG Media Shares have entered into irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of their beneficial interests in SPG Media Shares amounting, in aggregate, to 3,800,670 SPG Media Shares, representing approximately 4.43 per cent. of the entire existing issued ordinary share capital of SPG Media. All of these undertakings remain binding, even in the event of a higher competing offer for SPG Media, unless the Offer lapses or is withdrawn.

In addition, Progressive has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain other SPG Media Shareholders in respect of their beneficial interests in SPG Media Shares amounting, in aggregate, to 37,413,316 SPG Media Shares, representing approximately 43.58 per cent. of the entire existing issued ordinary share capital of SPG Media. All of these undertakings remain binding, even in the event of a higher competing offer for SPG Media, unless the Offer lapses or is withdrawn.

Accordingly, Progressive has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from SPG Media Shareholders in respect of, in aggregate, 41,213,986 SPG Media Shares, representing approximately 48.00 per cent. of SPG Media's entire existing issued ordinary share capital.

Further details of these irrevocable undertakings are set out in Appendix II of this Announcement.

4. Information on Progressive and Progressive's financing arrangements

Progressive was incorporated in England and Wales on 13 April 2007 to acquire, invest and manage media assets that operate in markets which demonstrate significant growth potential. Progressive is wholly owned by Michael Danson, who is also a director of Progressive. Since its incorporation, Progressive has not traded, nor has it entered into any obligations, other than the acquisition of 16,836,013 SPG Media Shares in the market between July and November 2007, representing approximately 19.61 per cent. of the entire existing issued ordinary share capital of SPG Media, and the making of the Offer.

Michael Danson has considerable experience of managing business-to-business media companies. He was previously the CEO of Datamonitor plc (a company he founded in 1990) until its sale to Informa Acquisitions Limited, a wholly-owned indirect subsidiary of Informa plc, in July 2007 for approximately £502 million.

At the request of the board of Informa plc, Michael Danson remained with Datamonitor plc to support the smooth transition of responsibilities to the new owners and, in May 2008, he left to pursue a number of business and charitable interests. To date, Michael Danson has made a number of small investments within the business-to-business sphere, which includes the acquisition of certain business-to-business publishing titles from Wilmington Group plc.

Subject to the Offer becoming or being declared unconditional in all respects, Michael Danson will provide Progressive with a cash loan to satisfy the cash consideration payable under the Offer (including stamp duty). Assuming full acceptance of the Offer, that loan would be in the sum of approximately £9.71 million.

Kaupthing is satisfied that financial resources are available to Progressive which are sufficient to satisfy the cash consideration payable to SPG Media Shareholders in the event of full acceptance of the Offer. 

5. Information on SPG Media

SPG Media is a business-to-business media company providing a range of products and services across a number of industry sectors. Revenues are principally derived from business conferences and events, controlled circulation magazines and web-based reference portals. 

SPG Media was founded in 1977 as Sabrecrown Limited and has, through acquisition and organic development, diversified its proposition away from a traditional publishing business to focus on higher growth areas such as conferences and e-commerce.

6. Background to and reasons for the Offer

The Progressive Board believes that SPG Media's business model, which is focused on delivering high value content through a variety of distribution channels, requires a significant amount of long-term investment if it is to grow and remain competitive in an increasingly testing economic climate. In addition, due to SPG Media's relatively small size, Progressive believes that the public markets do not offer SPG Media the ability to realise its full potential value.

As a private company, Progressive, through Michael Danson, has the necessary financial resources to allow it to provide SPG Media with the level of investment necessary for it to deliver sustainable long-term growth. Furthermore, the completion of the Offer would remove from SPG Media the financial, managerial and regulatory obligations of being a publicly listed company.

Additionally, Progressive intends, where appropriate, to make further business acquisitions that are complementary to SPG Media's business model and which would be able to leverage SPG Media's scalable technology platforms, content and sales channels, whilst at the same time, providing SPG Media with significant cross-over revenue opportunities and enhanced growth prospects.

The Progressive Directors believe that the Offer not only allows current shareholders to realise immediate value but also secures the long-term future for SPG Media and its employees.  

7. Directors, management and employees

Each of the SPG Media Directors (other than Kenneth Appiah) has agreed to resign from the SPG Media Board, conditional upon, and with effect from, the date on which the Offer becomes or is declared unconditional in all respects.

In addition, Keith Sadler has agreed to resign as an employee of the SPG Media Group with effect from the date on which the Offer becomes or is declared unconditional in all respects. He has entered into a compromise agreement with SPG Media pursuant to which, inter alia, SPG Media has agreed to make certain termination payments to him in connection with his resignation. Keith Sadler has also entered into a consultancy agreement with SPG Media pursuant to which he has agreed to provide certain consultancy services to the SPG Media Group for a limited period of time following the Offer becoming or being declared unconditional in all respects.

Pursuant to a letter of agreement dated 26 September 2008, conditional on the Offer becoming or being declared unconditional in all respects, Progressive Media Group Limited will employ Kenneth Appiah as Group Finance Director (in addition to his responsibilities as Group Finance Director of SPG Media) and his annual basic salary will increase to £120,000.

The Progressive Board has given assurances to the SPG Media Directors that, following the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of the SPG Media Group will be fully safeguarded. Progressive also confirms that, following the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of Progressive will be fully safeguarded. 

Progressive intends to continue the business of SPG Media in broadly its current form. There are presently no intentions regarding any major changes to the business of SPG Media or the places of business of SPG Media or Progressive or to redeploy SPG Media's fixed assets. There are also presently no intentions regarding the disposal of SPG Media or a material part of the business of SPG Media over the next 12 months. 

8. SPG Media Share Option Schemes

The Offer will extend to any SPG Media Shares which are issued or unconditionally allotted and fully paid (or credited as fully paid) before the date on which the Offer closes (or, subject to the Code, by such earlier date as Progressive may decide), including SPG Media Shares issued pursuant to the exercise of options granted under the SPG Media Share Option Schemes or otherwise.

To the extent that such options have not been exercised in full, Progressive will make appropriate proposals to the holders of SPG Media Options as soon as is reasonably practicable after the publication of the Offer Document.

9. Inducement fee

Progressive has entered into an inducement fee arrangement with SPG Media under which a fee of £111,600 (inclusive of value added tax) is payable to Progressive by SPG Media in certain circumstances including if: (i) the SPG Media Directors withdraw or adversely modify their recommendation of the Offer or recommend an offer for SPG Media by a third party or a proposal to SPG Media Shareholders by a third party involving, amongst other things, a change of control of SPG Media (a 'Third Party Transaction') and thereafter the Offer is not made (with the consent of the Panel), lapses or is withdrawn; or (ii) an announcement is made within 60 days of this Announcement regarding a Third Party Transaction and such Third Party Transaction is declared unconditional in all respects or is completed and the Offer lapses or is withdrawn. Before the inducement fee was agreed, Progressive confirmed to the SPG Media Board that it would not make the Offer without entering into this inducement fee arrangement with SPG Media.

10. Recommendation

The SPG Media Directors, having been so advised by Blue Oar Securities, consider the terms of the Offer to be fair and reasonable. In providing advice to the SPG Media Directors, Blue Oar Securities has taken into account the commercial assessments of the SPG Media Directors. 

Accordingly, the SPG Media Directors intend unanimously to recommend SPG Media Shareholders to accept the Offer as they have irrevocably undertaken to do in respect of their own beneficial interests in SPG Media Shares comprising, in aggregate, 3,800,670 SPG Media Shares, representing approximately 4.43 per cent. of SPG Media's existing issued ordinary share capital.

11. Disclosure of interests in SPG Media

Save as disclosed in Appendix III of this Announcement and save for the irrevocable undertakings referred to in paragraph 3 of this Announcement, neither Progressive nor, so far as the Progressive Directors are aware, any person acting in concert with it, has any interest in or right to subscribe for SPG Media Shares or has any short position (including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery) in SPG Media Shares, has borrowed or lent any SPG Media Shares (save for any borrowed shares which have been either on-lent or sold) or has any arrangement in relation to SPG Media Shares. For these purposes, 'arrangement' includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing or lending of SPG Media Shares. An 'arrangement' also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature relating to SPG Media Shares which may be an inducement to deal or refrain from dealing in such securities. 'Interest' includes any long economic exposure, whether conditional or absolute, to changes in the price of securities and a person is treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

For reasons of secrecy (and following dispensation from the Panel), enquiries have not been made of any member of the Kaupthing Group other than Kaupthing and Kaupthing Singer & Friedlander Limited as to their interests (including short positions) in, or borrowings of, any relevant securities of SPG Media. In accordance with the Panel's dispensation, details will be obtained as soon as possible after the date of this Announcement and, if significant, a further announcement may be required.

12. Further details of the Offer

The SPG Media Shares to be acquired by Progressive pursuant to the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after the date of this Announcement.

There are no agreements or arrangements to which Progressive is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition of the Offer. 

13. Overseas shareholders

Unless otherwise determined by Progressive and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. If you are in any doubt about your position, you should consult your legal adviser in the relevant territory without delay. 

14. Compulsory acquisition, cancellation of admission of SPG Media Shares to trading on AIM and re-registration

If Progressive receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the SPG Media Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects, Progressive intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the 2006 Act to acquire compulsorily any outstanding SPG Media Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise. 

Assuming the Offer becomes or is declared unconditional in all respects, Progressive intends to procure the making of an application by SPG Media to the London Stock Exchange for the cancellation of the admission of the SPG Media Shares to trading on AIM. It is anticipated that such cancellation of listing and trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. The cancellation of the admission of the SPG Media Shares to trading on AIM will significantly reduce the liquidity and marketability of any SPG Media Shares not assented to the Offer and their value may be affected in consequence.

It is also proposed that, in due course, Progressive will seek to procure the re-registration of SPG Media as a private company under the relevant provisions of the 1985 Act.

15. SPG Media issued share capital

In accordance with Rule 2.10 of the Code, SPG Media confirms that it has 85,856,970 SPG Media Shares in issue. The International Securities Identification Number for SPG Media Shares is GB0008462714.

16. General

The Offer Document and the Form of Acceptance will be posted to SPG Media Shareholders as soon as practicable and in any event within 28 days of this Announcement, other than in relation to a Restricted Jurisdiction.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix II of this Announcement and definitions of certain expressions used in this Announcement are contained in Appendix IV of this Announcement.

ENQUIRIES

Progressive
 
 
 
Simon Pyper
 
 
Tel: + 44 (0) 20 7336 5200
Kaupthing
 
 
 
Nicholas How
 
 
Tel: + 44 (0) 20 3205 7500
James Maxwell
 
 
Tel: + 44 (0) 20 3205 7500
Richard Savage
 
 
Tel: + 44 (0) 20 3205 7500
SPG Media
 
 
 
Keith Sadler
 
 
Tel: + 44 (0) 20 7915 9600
Chief Executive Officer
 
 
 
Kenneth Appiah
 
 
Tel: + 44 (0) 20 7915 9600
Group Finance Director
 
 
 
Blue Oar Securities
 
 
 
Mike Coe
 
 
Tel: + 44 (0) 117 933 0020
Marc Davies
 
 
Tel: + 44 (0) 117 933 0020

The Offer Document and the Form of Acceptance will be posted to SPG Media Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, other than in relation to a Restricted Jurisdiction.

The SPG Media Directors accept responsibility for the information contained in this Announcement relating to the SPG Media Group, themselves, their immediate families, related trusts and connected persons. The Progressive Directors accept responsibility for all of the other information contained in this Announcement. To the best of the knowledge and belief of the Progressive Directors and the SPG Media Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Kaupthing Singer & Friedlander Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Progressive and no one else in connection with the Offer and will not be responsible to anyone other than Progressive for providing the protections afforded to customers of Kaupthing Singer & Friedlander Capital Markets Limited nor for providing advice in relation to the Offer or any other matter referred to in this Announcement. 

Blue Oar Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SPG Media and no one else in connection with the Offer and will not be responsible to anyone other than SPG Media for providing the protections afforded to customers of Blue Oar Securities plc nor for providing advice in relation to the Offer or any other matter referred to in this Announcement.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by means of the Offer Document, an advertisement to be published in the London Gazette and the Form of Acceptance (in respect of certificated SPG Media Shares), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Unless otherwise determined by Progressive and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.  

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of SPG Media, all 'dealings' in any 'relevant securities' of SPG Media (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of SPG Media, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of SPG Media by SPG Media or Progressive, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon on the business day following the date of the relevant transaction. 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotations marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), consult the Panel's website or contact the Panel on telephone number +44 (0) 20 7382 9026 or fax +44 (0) 20 7638 1554. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. 

If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended), if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

  APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER 

The Offer, which will comply with the applicable rules and regulations of the London Stock Exchange and the Code and will be governed by English law and subject to the jurisdiction of the courts of England, will be subject to the terms and conditions set out below, in the Offer Document and (in respect of certificated SPG Media Shares) in the Form of Acceptance:

(a)     valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on 27 October 2008 or such later time(s) and/or date(s) as Progressive may, with the consent of the Panel or subject to the Code, decide in respect of not less than 90 per cent. (or such lower percentage as Progressive may decide) in nominal value of the SPG Media Shares to which the Offer relates and not less than 90 per cent. (or such lower percentage as Progressive may decide) of the voting rights carried by the SPG Media Shares to which the Offer relates, provided that this condition will not be satisfied unless Progressive and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), SPG Media Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of SPG Media (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any SPG Media Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise). For the purpose of this condition:

    (i)    the expression 'SPG Media Shares to which the Offer relates'' shall be construed in accordance with sections 974 to 991 (inclusive) of the 2006 Act;

    (ii)    SPG Media Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on issue; and

    (iii)    valid acceptance shall be treated as having been received in respect of any SPG Media Shares that Progressive shall, pursuant to section 979(8) and, if applicable, section 979(9) of the 2006 Act, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

(b)    no central bank, government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or any other similar person or body in any jurisdiction (each, a 'Relevant Authority'') having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation, decision or order or having taken any other step or done anything and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

    (i)     restrict or restrain, prohibit, delay, impose additional adverse conditions or obligations with respect to, or otherwise interfere with the implementation of, the Offer or the acquisition of any SPG Media Shares by Progressive or any matters arising therefrom;

    (ii)    result in a delay in the ability of Progressive, or render Progressive unable, to acquire some or all of the SPG Media Shares;

    (iii)    require, prevent or delay the divestiture (or alter the terms envisaged for such divestiture) by any member of the wider Progressive Group or any member of the wider SPG Media Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their businesses or own their respective assets or properties or any part thereof;

    (iv)    impose any limitation on, or result in a delay in, the ability of any member of the wider Progressive Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities of any member of the wider SPG Media Group or on the ability of any member of the wider SPG Media Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities or to exercise management control over any other member of the wider SPG Media Group;

    (v)    require any member of the wider Progressive Group or the wider SPG Media Group to offer to acquire any shares or other securities or rights thereover in any member of the wider SPG Media Group owned by any third party;

    (vi)     make the Offer or its implementation or the proposed acquisition by Progressive of any shares or other securities in SPG Media or the acquisition or control of SPG Media or any member of the wider SPG Media Group, illegal, void or unenforceable in or under the laws of any jurisdiction or directly or indirectly restrict or delay, prohibit or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Offer or the acquisition of any shares in SPG Media, or control of SPG Media, by Progressive;

    (vii)    result in any member of the wider SPG Media Group ceasing to be able to carry on business under any name under which it presently does so;

    (viii)    impose any limitation on the ability of any member of the wider Progressive Group or the wider SPG Media Group to conduct or co-ordinate or integrate its business, or any part of it, with the business of any other member of the wider Progressive Group or the wider SPG Media Group; or

    (ix)     otherwise adversely affect the business, assets, prospects or profits of any member of the wider Progressive Group or the wider SPG Media Group,

in each case to an extent which is material in the context of the Offer, or the wider Progressive Group or the wider SPG Media Group taken as a whole (as the case may be), and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;

(c)    all authorisations, orders, grants, recognitions, consents, confirmations, clearances, licences, permissions and approvals ('authorisations'') required by law in any jurisdiction for or in respect of the Offer and the proposed acquisition of any shares or securities, directly or indirectly, in, or control of, SPG Media or any member of the wider SPG Media Group by any member of the wider Progressive Group having been obtained in terms and/or form reasonably satisfactory to Progressive from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the wider Progressive Group or the wider SPG Media Group has entered into contractual arrangements and such authorisations together with all authorisations necessary for any member of the wider SPG Media Group to carry on its business (where the absence of such authorisation would have a material and adverse effect on the wider SPG Media Group taken as a whole) remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, materially modify or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of SPG Media by Progressive or of any SPG Media Shares or any matters arising therefrom having been complied with;

(d)    save as Disclosed, there being no provision of any agreement, permit, lease, licence or other instrument to which any member of the wider SPG Media Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the making or implementation of the Offer or the acquisition by Progressive directly or indirectly of SPG Media or because of a change in the control or management of SPG Media or any member of the wider SPG Media Group, could or might reasonably be expected to result in (to an extent which is material and adverse in the context of the wider SPG Media Group taken as a whole):

(i)     any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to, any member of the wider SPG Media Group becoming repayable or capable of being declared repayable immediately or earlier than the stated maturity or repayment date or the ability of any member of the wider SPG Media Group to borrow moneys or incur indebtedness being or becoming capable of being withdrawn or inhibited;

(ii)     any such agreement, arrangement, permit, lease, licence or other instrument or any right, interest, liability or obligation of any member of the wider SPG Media Group therein, being terminated or materially adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder;

(iii)     any mortgage, charge or other security interest being created over the whole or any part of the business, property or assets of any member of the wider SPG Media Group or any such security (whenever arising) becoming enforceable;

(iv)     the value of any member of the wider SPG Media Group or its financial or trading position or prospects being prejudiced or adversely affected;

(v)    any assets or interests of any member of the wider SPG Media Group being or falling to be charged or disposed of or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(vi)     the rights, liabilities, obligations or interests or business of any member of the wider SPG Media Group in or with any other person, firm or company (or any arrangement relating to such interest or business) being terminated or adversely modified or affected;

(vii)    any member of the wider SPG Media Group ceasing to be able to carry on business under any name under which it currently does so; or

(viii)     the creation of any liability, actual or contingent, by any member of the wider SPG Media Group;

(e)    since 31 March 2008, save as Disclosed, no member of the SPG Media Group having:

(i)    (save for SPG Media Shares issued pursuant to the exercise of options granted under the SPG Media Share Option Schemes or as between SPG Media and wholly-owned subsidiaries of SPG Media ('Intra-SPG Media Group Transactions')) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or securities convertible into or rights, warrants or options to subscribe for or acquire any such shares or convertible securities;

(ii)     other than to another member of the SPG Media Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution (whether payable in cash or otherwise) other than dividends lawfully paid to SPG Media or wholly-owned subsidiaries of SPG Media;

(iii)    save for Intra-SPG Media Group Transactions, merged or demerged with or acquired any body corporate, partnership or business;

(iv)    save for Intra-SPG Media Group Transactions, acquired, or (other than in the ordinary course of business) disposed of, transferred, mortgaged or charged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in any such case, is material in the context of the SPG Media Group taken as a whole;

(v)     save for Intra-SPG Media Group Transactions, issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability or made, authorised, proposed or announced an intention to propose any change in its share or loan capital, which is material in the context of the wider SPG Media Group taken as a whole;

(vi)    entered into or varied or announced its intention to enter into or vary any contract, transaction, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which, in any such case, is material in the context of the SPG Media Group taken as a whole or which is or is likely to be restrictive in any material respect on the business of any member of the wider SPG Media Group or the wider Progressive Group;

(vii)    entered into, implemented, authorised or proposed any reconstruction, amalgamation, scheme of arrangement or other transaction or arrangement otherwise than in the ordinary course of business or announced any intention to do so;

(viii)    entered into, or varied in any material respect the terms of, any contract or agreement with any of the directors or senior executives of SPG Media or any of its subsidiaries;

(ix)    taken or proposed any corporate action or had any legal proceedings started or threatened against it or had any petition presented for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and/or revenues or any analogous proceedings in any jurisdiction;

(x)    waived or compromised any claim other than in the ordinary course of business;

(xi)     made any material amendment to its memorandum or articles of association;

(xii)     purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or made any other change to any part of its share capital;

(xiii)    been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)     made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or to the benefits which accrue; or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees including the appointment of a trust corporation; or

(xv)    entered into, varied or modified any contract, commitment or agreement with respect to any of the transactions, matters or events referred to in this condition (e) or announced an intention to do so;

(f)    save as Disclosed, Progressive not having discovered that:

(i)    any member of the wider SPG Media Group does not own or have licensed to it or otherwise possess legally enforceable rights to use all intellectual property that is:

(A)    required or reasonably necessary for the conduct of business of the relevant member of the wider SPG Media Group as currently conducted; or

(B)    under development for such business

and, in either case, the absence of which, individually or in the aggregate, would be material in the context of the wider SPG Media Group taken as a whole; or

(ii)    any member of the wider SPG Media Group has infringed any intellectual property rights of any third party where the consequences of which would be material in the context of the wider SPG Media Group taken as a whole; or

(iii)     any claims have been asserted in writing or threatened in writing by any person:

(A)    that the wider SPG Media Group infringes any intellectual property of any third party; or

(B)     challenging the ownership of any member of the wider SPG Media Group of, or the validity or effectiveness of, any of its intellectual property;

and any such claims are material in the context of the wider SPG Media Group taken as a whole; or

(iv)    any intellectual property held by any member of the wider SPG Media Group that is material in the context of the wider SPG Media Group taken as a whole is not valid and subsisting; or

(v)    there is material unauthorised use, infringement or misappropriation of any intellectual property of any member of the wider SPG Media Group by any third party; or

(vi)    any persons who are now, or within the last five years have been, employees, consultants or contractors of any member of the wider SPG Media Group having failed to execute proprietary information and confidentiality agreements where such failure is material in the context of the wider SPG Media Group taken as a whole.

(g)    since 31 March 2008, save as Disclosed:

(i)     no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remaining outstanding by or against any member of the wider SPG Media Group or to which any member of the wider SPG Media Group is or may become a party (whether as claimant, respondent or otherwise) and no enquiry or investigation by or complaint or reference to any Relevant Authority or other investigative body having been threatened, announced, implemented or instituted or remaining outstanding against or in respect of any member of the wider SPG Media Group which, in any such case, would or might reasonably be expected adversely to affect any member of the wider SPG Media Group to an extent which is material in the context of the SPG Media Group taken as a whole;

(ii)    no material adverse change having occurred in the business, assets, financial or trading position, profits or prospects of the wider SPG Media Group taken as a whole;

(iii)    no contingent or other liability having arisen which might reasonably be expected materially adversely to affect the wider SPG Media Group taken as a whole; and

(iv)    no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding which in any case would be likely to have a material adverse effect on the financial position of the SPG Media Group taken as a whole; and

(h)    save as Disclosed, Progressive not having discovered that:

(i)    any business, financial or other information concerning any member of the wider SPG Media Group publicly disclosed or disclosed to Progressive at any time by or on behalf of any member of the SPG Media Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which, in any such case, is material in the context of the wider SPG Media Group taken as a whole; or

(ii)    any member of the wider SPG Media Group is subject to any liability, actual or contingent which is material in the context of the wider SPG Media Group taken as a whole.

Progressive reserves the right to waive all or any of conditions (b) to (h) (inclusive) above, in whole or in part. Conditions (b) to (h) (inclusive) must be fulfilled or waived by midnight on the 21st day after the later of 27 October 2008 and the date on which condition (a) is fulfilled (or such later date as the Panel may agree). Progressive shall be under no obligation to waive or treat as fulfilled any of conditions (b) to (h) (inclusive) by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

Except with the consent of the Panel, Progressive will not invoke any of the above conditions (except condition (a)) so as to cause the Offer not to proceed, or lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the relevant condition are of material significance to Progressive in the context of the Offer.  

If Progressive is required by the Panel to make an offer for SPG Media Shares under the provisions of Rule 9 of the Code, Progressive may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse if, before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances (whichever is later), (i) the Offer or any part of it is referred to the Competition Commission; or (ii) following a request to the European Commission under Article 22(3) of Council Regulation 139/2004/EC (the 'Regulation') in relation to the Offer or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the Regulation.  

If the Offer lapses, it will cease to be capable of further acceptance and accepting SPG Media Shareholders and Progressive will cease to be bound by acceptances submitted on or before the time when the Offer lapses.

  APPENDIX II
BASES AND SOURCES

1.    Unless otherwise stated in this Announcement:

(a)    financial information relating to SPG Media has been extracted from the audited accounts of SPG Media for the year ended 31 March 2008;

(b)    the value of the fully diluted share capital of SPG Media is calculated on the basis of:

(i)    85,856,970 SPG Media Shares in issue on 3 October 2008 (being the last business day prior to the publication of this Announcement);

(ii)    7,435,000 SPG Media Shares subject to options outstanding under the SPG Media Share Option Schemes on 3 October 2008 (being the last business day prior to the publication of this Announcement) and capable of exercise; and

(iii)    2,170,843 SPG Media Shares held by Dartington Portfolio Nominees Limited on behalf of the Sterling Publishing Employee Benefit Trust as at 3 October 2008 (being the last business day prior to the publication of this Announcement).

(c)    all share prices are derived from the AIM Appendix of the Daily Official List; and

(d)     all prices quoted for SPG Media Shares are Closing Prices.

2.    Irrevocable undertakings

Irrevocable undertakings to accept, or procure the acceptance of, the Offer have been received by Progressive from the following persons in respect of the following interests in SPG Media Shares:

Name

Number of SPG Media Shares 

Percentage of existing issued ordinary share capital of SPG Media (%)

Stephen Davidson 1

550,000

0.64

Keith Sadler 1,2

2,474,856 

2.89

Kenneth Appiah 1,2 

138,314

0.16

Christopher Haines 1,2 

437,500

0.51

Adrian Howe 1 

200,000

0.23

Utilico Limited 1

25,478,867

29.68

Kelvin MacKenzie 1

6,885,000

8.02

Brian Newman and Louise Barton 1

4,339,449

5.05

Christopher Hayward 1,2

710,000    

0.83

Notes:

1.    These irrevocable undertakings to accept the Offer remain binding, even if a higher competing offer is announced by a third party, unless the Offer lapses or is withdrawn.

2.     The irrevocable undertakings entered into by the SPG Media Directors also cover options over SPG Media Shares granted under the SPG Media Option Schemes. Pursuant to such undertakings, the SPG Media Directors have irrevocably agreed to either: (i) accept, when made, the proposals to SPG Media Optionholders; or (ii) exercise in full the relevant option and accept the Offer in full in respect of all SPG Media Shares arising therefrom. The number of SPG Media Shares stated as being irrevocably committed excludes any SPG Media Shares arising from the exercise of SPG Media Options.


  APPENDIX III
INTERESTS IN SHARES

As at 3 October 2008 (being the last practicable date prior to the publication of this Announcement), Progressive was interested in 16,836,013 SPG Media Shares.

As at 3 October 2008 (being the last practicable date prior to the publication of this Announcement), the following persons acting in concert with Progressive (other than the Progressive Directors) were interested in the following relevant securities of SPG Media:

Name

Number of SPG Media Shares

Kaupthing1

146,0072

Notes:

1.    For reasons of secrecy (and following dispensation from the Panel), enquiries have not been made of any member of the Kaupthing Group other than Kaupthing and Kaupthing Singer & Friedlander Limited as to their interests (including short positions) in, or borrowings of, any relevant securities of SPG Media. In accordance with the Panel's dispensation, details will be obtained as soon as possible after the date of publication of this document and, if significant, a further announcement may be required.

2.    Short position. The Panel has given Kaupthing permission to acquire 146,007 SPG Media Shares in order to trade out of its short position. An announcement will be made in accordance with Rule 8.1 of the Code at the appropriate time.

  APPENDIX IV
DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

'1985 Act'

the Companies Act 1985 (as amended)

'2006 Act'

the Companies Act 2006 (as amended)

'Acquisition'

the proposed acquisition of SPG Media by Progressive to be effected by means of the Offer

'AIM''

AIM, the market of that name operated by the London Stock Exchange

'Announcement'

this announcement pursuant to Rule 2.5 of the Code

'Australia'

the commonwealth of Australia, its states, territories or possessions

'Blue Oar Securities'

Blue Oar Securities plc

'business day'

a day (not being a Saturday, a Sunday or a public holiday) on which clearing banks in the City of London are open for normal business

'Canada'

Canada, its possessions, provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof

'certificated'' 

in relation to a share or other security, not in uncertificated form (that is, not in CREST)

'Closing Price'

the closing middle market quotation of a share as derived from the AIM Appendix of the Daily Official List 

'Code''

the City Code on Takeovers and Mergers

'connected person'

has the meaning given to that term in section 252 of the 2006 Act

'CREST''

the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator

'Daily Official List''

the Daily Official List of the London Stock Exchange

'Disclosed'

means (i) as disclosed in SPG Media's report and accounts for the year ended 31 March 2008; (ii) as publicly announced by SPG Media (by the delivery of an announcement to an authorised Regulatory Information Service prior to 3 October 2008); (iii) as disclosed in the Offer Document; or (iv) as otherwise disclosed in writing, or in the documentation or written information provided, to Progressive or its advisers by or on behalf of SPG Media prior to 3 October 2008 in the context of the Offer

'Form of Acceptance''

the form of acceptance and authority relating to the Offer in respect of certificated SPG Media Shares

'Japan'

Japan, its cities, prefectures, territories and possessions

'Kaupthing' 

Kaupthing Singer & Friedlander Capital Markets Limited

'Kaupthing Group'

Kaupthing Bank hf, its subsidiaries, subsidiary undertakings and associated undertakings

'Listing Rules'

the Listing Rules of the UK Listing Authority made pursuant to section 74 of the Financial Services and Markets Act 2000

'London Stock Exchange''

London Stock Exchange plc

'Offer''

the offer by Progressive, on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance (in respect of certificated SPG Media Shares), to acquire all of the SPG Media Shares (including, where the context requires, any subsequent revision, variation, extension or renewal of such offer)

'Offer Document''

the document proposed to be sent to SPG Media Shareholders containing, inter alia, the details of the Offer

'Offer Period''

the period commencing on 13 August 2008

'Offer Price'

13 pence in cash for each SPG Media Share

'Panel''

the Panel on Takeovers and Mergers

'pounds', '£' or 'pence'

the lawful currency of the United Kingdom

'Progressive'

Progressive Capital Limited

'Progressive Directors'' or 'Progressive Board'

the directors of Progressive as at the date of this Announcement

'Regulations''

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

'Regulatory Information Service'

any channel recognised as a channel for the dissemination of regulatory information by listed companies as defined in the Listing Rules

'Restricted Jurisdiction'

the United StatesCanadaAustralia or Japan or any other jurisdiction where extension or acceptance of the Offer would violate the law of that jurisdiction

'SPG Media'

SPG Media Group plc

'SPG Media Directors' or 'SPG Media Board'

the directors of SPG Media at the date of this Announcement

'SPG Media Group'

SPG Media and its existing subsidiary undertakings

'SPG Media Options'

options or other rights to acquire SPG Media Shares under the SPG Media Share Option Schemes or otherwise

'SPG Media Optionholders'

holders of SPG Media Options

'SPG Media Shareholders'

holders of SPG Media Shares

'SPG Media Share Option Schemes'

the Sterling Publishing Group Plc 1996 Company Share Option Scheme and the Sterling Publishing Group Plc 2003 Executive Share Option Scheme 

'SPG Media Shares'

the existing issued fully paid (or credited as fully paid) ordinary shares of 5 pence each in the capital of SPG Media and any further such shares which are unconditionally allotted or issued and fully paid or credited as fully paid before the date on which the Offer closes (or such earlier date, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances as Progressive may, subject to the Code, decide)

'in uncertificated form''

in relation to a share or other security, recorded on the relevant register in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST

'UK Listing Authority'

the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000

'United Kingdom'' or 'UK''

the United Kingdom of Great Britain and Northern Ireland

'United States'

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

'wider SPG Media Group''

means SPG Media, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which SPG Media and such undertakings (aggregating their interests) have an interest in 20 per cent. or more of the voting or equity capital (or the equivalent)

'wider Progressive Group''

means Progressive, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Progressive and such undertakings (aggregating their interests) have an interest in 20 per cent. or more of the voting or equity capital (or the equivalent)

Save where otherwise stated, for the purpose of this Announcement, 'subsidiary', 'subsidiary undertaking', 'associated undertaking' and 'undertaking' shall be construed in accordance with the 1985 Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the 1985 Act).

In this Announcement, the singular includes the plural and vice versa, unless the context otherwise requires. All references to time in this Announcement are to London time.




This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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