Information  X 
Enter a valid email address

Incisive Media PLC (INM)

  Print      Mail a friend

Thursday 03 April, 2003

Incisive Media PLC

Acquisition

Incisive Media PLC
03 April 2003

3 April 2003

Incisive Media PLC

Acquisition of the business and assets of the Risk Waters Group

Proposed Placing of 32,107,455 New Ordinary Shares at 50 pence per share
incorporating an Open Offer raising approximately £16.1 million

Highlights of the Acquisition

-      Acquisition of the business and assets of the Risk Waters Group for a total cash consideration of £35.2
       million;

-      Placing and Open Offer of up to £16.1 million fully underwritten by Investec;

-      Bank Facility of £22.5 million;

-      Acquisition represents an excellent strategic fit for Incisive Media, bringing quality brand assets with
       strong operational management to the Enlarged Group's portfolio, including:

                     - Risk
                     - Asia Risk
                     - Energy Power and Risk Management
                     - Credit
                     - Waters

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

-      Acquisition should bring other potential benefits to Incisive Media including: cost savings, substantial
       cross-selling opportunities, increased geographic coverage and a broadened product offering;

-      The Acquisition, the Placing and the Open Offer are conditional, inter alia, upon the approval of
       shareholders of Incisive Media;

-      Current trading at Incisive Media is in line with current market expectations;

-      It is expected that a Prospectus containing full details of the Proposals and containing notice of an
       Extraordinary General Meeting of Incisive Media will be sent to Incisive Media Shareholders later today; and

       Dealings in the existing Ordinary Shares are expected to recommence tomorrow.


-

Analyst Meeting

There will be a meeting for analysts with Incisive Media's management at 11.00
a.m. on Friday 4 April 2003, at the offices of Investec Investment Banking, 2
Gresham Street, London EC2V 7QP.


Tim Weller, Chief Executive of Incisive Media, commented: "The Risk business,
including the Risk magazine, one of the global brands in the financial sector,
represents an excellent strategic fit for Incisive Media. It has a successful
management team with a strong growth record and the business enjoys a broad
geographic spread of revenues. We expect to complete this transaction on 1 May
2003, and to quickly integrate the two businesses. We fully expect that this
deal will be earnings enhancing in the first year after acquisition, and that it
will give us an even stronger platform to take the business forward into
strengthening market conditions."

Enquiries to:
Incisive Media plc                                    Tel: 020 7306 7000

Tim Weller, Chief Executive                           [email protected]

Anthony Payne, Public Relations                       [email protected]
Investec Investment Banking                           Tel: 020 7597 5970

Keith Anderson, Managing Director

Rupert Krefting, Director



Investec Investment Banking, 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 Proposals and is not acting for any person
other than Incisive Media and will not be responsible to any other person than
Incisive Media for providing the protections afforded to its customers or for
providing advice to any other person in connection with the Proposals.


This announcement is not intended to be an exhaustive summary of the Prospectus.
The contents of this announcement have been extracted from the Prospectus, which
contains full details of the Proposals.

NOTES TO EDITORS

About Incisive Media

Incisive Media is a fast growing specialist business information provider
operating primarily in the finance, insurance and mortgage markets and
delivering key information to defined target audiences across a variety of
platforms including magazines, conferences and exhibitions, websites,
newsletters and databases. Incisive Media is focussed on leading markets,
building new and innovative products and developing strong partnerships with
clients. Incisive Media's market leading brands include Investment Week, Post
magazine, Bloomberg Money and Your Mortgage.

About Risk Waters Group

Risk Waters Group is the leading provider of specialist information to the
financial industry. Over the last fifteen years the product portfolio has
expanded to include a range of products and services dedicated to risk
management, credit, energy and power, financial technology, market data and
computational finance. The expertise is delivered via magazines, newsletters,
conferences and training, on-line news services, journals, books and reference
guides.


Introduction

On 6 November 2002, the Board announced that it was in negotiations to make an
acquisition which would constitute a reverse takeover under the Listing Rules of
the UK Listing Authority. Dealings in the Existing Ordinary Shares on the London
Stock Exchange were suspended on that date.


On 3 February 2003 the Company announced that due diligence in relation to the
acquisition of the business of the RWGL Group was substantially complete but
that before a contract would be entered into the RWGL Shareholders required tax
clearances from the Inland Revenue. Following the grant of such tax clearances
by the Inland Revenue, the Board announces today that agreement has been reached
between, inter alia, Incisive Media and the RWGL Shareholders for Incisive Media
to acquire the business and assets and assume the liabilities (other than the
Excluded Liabilities and cash) of the RWGL Group. The total cash consideration
payable by Incisive Media for the RWGL Business (including the Loan) is
approximately £35.2 million.

In view of the size of the Consideration in relation to Incisive Media, the
Acquisition is conditional upon the approval of Shareholders which is to be
sought at the Extraordinary General Meeting.

The Board also announces that the Company intends to raise approximately £16.1
million by means of a placing and open offer. The net proceeds of the Placing
and Open Offer, being approximately £15.5 million, will be used in their
entirety to satisfy part of the Consideration. The Placing and Open Offer has
been fully underwritten by Investec Bank. The balance of the Consideration
(approximately £19.7 million) is to be funded from new bank facilities to be
provided by the Royal Bank of Scotland plc pursuant to the Acquisition Facility
Agreement.


In view of this latest announcement, it is expected that trading in the Existing
Ordinary Shares will recommence tomorrow. A circular to Shareholders comprising
a prospectus relating to Incisive Media and details of the Proposals is to be
sent to Shareholders later today.


Background information on the RWGL Group

The RWGL Group is a highly respected financial information provider with market
leading positions in a number of specialised financial sectors. The RWGL Group
delivers this information across a variety of platforms including magazines,
conferences, training events, newsletters, books, reference products, journals,
on-line publishing and on-line services. It is based in the UK but also has
operations in New York and Hong Kong.

The RWGL Group grew out of just one magazine, Risk, which Peter Field conceived
and established on behalf of Emap plc in 1987. A former financial journalist,
Peter Field set up his own company to buy the magazine from Emap in May 1988 and
this company was the precursor of RWGL. RWGL has developed the Risk brand and
expanded into other related areas, so that the company now possesses a wide
range of products and services dedicated not only to risk management but also to
energy and power, credit, foreign exchange, financial technology, market data
and computational finance.

The financial technology and market data products and services were acquired in
July 1999 from Waters Information Services, Inc. in New York. The acquired
assets included Waters magazine, the newsletters Trading Technology Week, Inside
Market Data, FXWeek, Risk Management Operations (now Operational Risk) and
Investment Management Technology (now BuySide IT), quarterly and annual
reference products on market data and a training business.

The RWGL Group was directly affected by the tragic events of 11 September 2001
following the terrorist attack on the World Trade Center in New York. At the
time of the attack, the RWGL Group was hosting a Waters conference in the north
tower of the World Trade Center. Tragically, all attendees, comprising 16
members of staff (including the conference director, the conference
administration director and four other conference staff) and 65 delegates,
perished.

As a result, and due to a greater unwillingness on the part of delegates to
travel to conferences and the difficulties the RWGL Group has faced in
recruiting new staff to its conference division, the RWGL Group's conference
programme was reduced in 2001 and in 2002. The Directors and the Proposed
Director believe that it is only now that the RWGL Group is returning to a
normal level of trading in its conference business.

The table below summarises the financial results of RWGL and its subsidiaries
for each of the three years ended 31 December 2002 and the net assets of the
RWGL Group as at each of those dates.

                                                                                        Year ended 31 December
                                                                          2000            2001            2002
                                                                          £000            £000            £000

Group Turnover (including share of joint ventures' turnover)            20,926          19,225          17,544
EBITDA                                                                   2,155           1,735           2,713
Profit on ordinary activities before taxation                              848             446           1,527
Net assets                                                                 753           1,003           2,081

These figures have been extracted without material adjustment from the
accountants' report on the RWGL Group set out in the Prospectus to be sent to
Shareholders.


The Directors and the Proposed Director believe that the EBITDA reported by the
RWGL Group for the three years to 31 December 2002 has been negatively affected
by a number of factors, including:
-     Emoluments paid to the Proposed Director historically being in excess of his proposed remuneration under
      his service contract;
-     the results of loss making publications which RWGL ceased publishing in 2001 and 2002;
-     expenses relating to the aftermath of the loss of 16 staff and 65 clients in the World Trade Center
      terrorist attacks of 11 September 2001; and
-     the impact on trading of the tragic events of 11 September 2001 in 2001 and continuing into 2002, which
      in particular affected the conference business (through the loss of key RWGL conference personnel and
      cutbacks by banks on air travel and conference attendance) and the Waters publishing business (through
      the loss of the publishing director, the publisher and the editorial director).

Background to and reasons for the Acquisition

The RWGL Group and its management, with their leading magazine title Risk (one
of the few global brands in the financial sector), has been well known to the
Incisive Media Group for a number of years. The RWGL Group operates a high
quality, well diversified business which meets the Incisive Media acquisition
criteria of acquiring robust, market leading brands with a spread of revenues
targeting high growth and sustainable market sectors.

The RWGL Group is a market leading specialist publisher which focuses on the
high value financial risk management and financial IT sectors. The portfolio is
well run, with a strong management team who have a track record of growth and
sits in a sector which is expected to grow significantly in the future. The RWGL
Group has a high level of predictable and repeatable revenue streams and a
strong conference model which leverages the brands of the RWGL Group. As such,
the Directors believe the RWGL Business will make an excellent strategic fit
with the Incisive Media Group's existing business and, with operations in the
United States and Hong Kong, will provide a geographical platform for the
Incisive Media Group's titles and brands to enter new territories.

The table below sets out the brands of both the Incisive Media Group and the
RWGL Group indicating the positioning of each brand within specific market
sector and illustrates the strategic fit of the two businesses.

                         Investment -            Insurance             Mortgage            Financial IT/Market Data
                         Institutional/
Investment - Retail
                         Risk Management
Investment Week+         Risk*                   Post+                 Your Mortgage+      Waters*
Fund Strategies+         Asia Risk*              Reinsurance+          Your Money+         BuySide IT*
International            Credit*                 Professional Broking+ Mortgage Edge+      Trading Technology Week*
Investment+
IFAOnline+               EPRM*                   Cover+                Mortgage Solutions+ Inside Market Data*
Bloomberg Money+         Operational Risk*       Insurance Window+                         STP Forum*
                         BaselAlert.com*                                                   Financial IT+
                         FX Week*
                         Hedge Funds Review+
                         Multi Manger+
                         Protected Investments+
                         Financial Marketing+

+Incisive Media brands

*RWGL Group brands

The Directors believe that there are opportunities to grow the revenue of the
Enlarged Group by leveraging both the proven Incisive Media conference business
model and the RWGL Group delegate paid conference model, by launching new
publications and by developing existing brands in new geographic markets.


The Directors believe that there will be significant cost savings from
rationalisation of properties and the benefits of economies of scale in areas
such as purchasing, production, distribution and head office functions. The
Directors estimate that the cost savings in the first full year following the
Acquisition will be not less than £1.0 million and that the costs of achieving
these savings will be in the order of £0.3 million.


The Directors believe that the Acquisition will bring increased benefits from
any cyclical recovery in advertising and conferences and will be earnings
enhancing in the first year after acquisition.

Management and organisation of the Enlarged Group

The structure of the Enlarged Group will mirror the business strategy outlined
above, with five business divisions serving the market sectors defined in the
above table. Each division will be managed by an experienced managing director
with service functions being integrated to serve the Enlarged Group where
appropriate.


It is the intention of the Directors to relocate the business of Incisive Media
carried on at Earlham Street, London to Haymarket House, the site of the RWGL
Group's London operation, to facilitate the swift integration of the head office
functions of the Enlarged Group.

Current trading and prospects


Incisive Media is a broadly based business and has market leading and robust
brands which serve several sectors. Incisive Media's business model enables it
to exploit a multitude of revenue opportunities and, whilst the general economic
environment remains uncertain and trading conditions continue to be tough,
Incisive Media is confident that it has brands which are strong, profitable and
cash generative, even in adverse market conditions, and that it is excellently
positioned to take full advantage of any recovery of the advertising market when
this takes place.

In the current financial year ending 31 December 2003 Incisive Media is trading
in line with market expectations.


Incisive Media is continuing to expand through organic growth with a number of
new events planned for 2003 in addition to new brands being launched. The
Directors expect Incisive Media's existing business to be strengthened by the
Acquisition and that it will continue to trade strongly, giving Incisive Media
confidence for another good year in 2003.


In relation to the RWGL Business, the Directors and the Proposed Director
believe that progress to date in the current financial year is encouraging and
the RWGL Business is currently trading in accordance with the expectations upon
which the Directors value the RWGL Business. The Directors and the Proposed
Director view the Enlarged Group's future prospects with confidence.

The Restructuring and terms of the Proposals

Incisive Media has conditionally agreed to acquire the business and assets and
assume the liabilities of the RWGL Group (other than those referred to below)
through the acquisition by it of the entire issued share capital of RWG Newco
and the acquisition by Incisive US of the business and assets and assumption by
it of the liabilities (other than the Excluded Liabilities) of RWGI.

The assets of RWG Newco include all of the issued shares in the capital of RWG
Newco B, a newly incorporated company which exists to ensure that, throughout
the Restructuring and the Acquisition, RWG Newco remains in a group for the
purposes of corporation tax on chargeable gains.

Prior to Completion, RWGL Shareholders have agreed to effect a restructuring of
the RWGL Group so that assets and liabilities of RWGL are transferred to a new
company (RWG Newco), which is being acquired by Incisive Media, whilst not
disturbing the tax treatment of the RWGL Shareholders. However, these assets
exclude cash and the benefit of certain insurance policies, and the liabilities
exclude indebtedness (other than sums owing to trade creditors), those relating
to tax and obligations arising in respect of the terrorist attack on the World
Trade Center on 11 September 2001.

The impact on the balance sheet of RWGL at 31 December 2002 of the Restructuring
and the exclusion of cash and Excluded Liabilities from the Acquisition (had the
Restructuring and the Acquisition occurred on that date) would have been to
increase net assets by £463,000. This would have been due to: a reduction in
cash of £1,973,000; a reduction in creditors due within one year of £1,071,000;
and a reduction in creditors due in more than one year of £1,365,000.

The Restructuring will involve, inter alia:
-       the acquisition by Discrimen Newco, a wholly owned subsidiary of RWG Newco, of the entire issued share
        capital of RWGL pursuant to the RWGL Share Transfer Agreement; and
-       the acquisition of the business and assets and assumption of all liabilities of RWGL (other than the
        Excluded Liabilities and cash) by RWG Newco pursuant to the Asset Purchase Agreement, and the offer,
        by RWGL to RWG Newco, to assign to RWG Newco all of the trade debts owing to RWGL, such offer to be
        accepted upon the payment by RWG Newco to RWGL of the sum of £2,376,000.

Incisive Media has agreed to lend RWG Newco the sum of approximately £30.1
million in order to enable it to satisfy the consideration payable under the
Asset Purchase Agreement and the amount required to be paid to RWGL in
acceptance of the offer to assign to RWG Newco all of the trade debts owing to
RWGL.

The consideration payable by Incisive Media for the entire issued capital of RWG
Newco is £190,000 and the consideration payable by Incisive US for the business
and assets of RWGI is approximately £4.9 million. The aggregate of the Loan
advance and the consideration for the acquisitions of RWG Newco and the business
and assets of RWGI amount, in aggregate, to approximately £35.2 million.

The terms of the RWGL Option Deed and the Power of Attorney allow Incisive Media
to exercise an option to transfer the entire issued share capital of Discrimen
Newco to the RWGL Shareholders prior to Completion. It is also a condition to
Completion that the shares in Discrimen Newco be transferred to RWGL
Shareholders pursuant to the terms of the RWGL Option Deed and the other
documents relating to the Restructuring.

The Umbrella Agreement (which provides for the acquisition of RWG Newco by
Incisive Media) is conditional, inter alia, upon the following having occurred
by 19 May 2003 (although completion is expected to occur on 1 May 2003):
(i)      the passing of the Resolutions at the EGM;
(ii)     the Restructuring having been effected;
(iii)    the Acquisition Facility Agreement becoming unconditional in all respects (save in relation to any
         condition relating to Admission) and not having been terminated in accordance with its terms;
(iv)     the Underwriting Agreement becoming unconditional in all respects (save in relation to any condition
         relating to Admission) and not having been terminated in accordance with its terms;
(v)      Admission becoming effective; and
(vi)     after Admission, drawdown of the Loan by RWG Newco (which will occur automatically upon Admission in
         accordance with the terms of the Loan Agreement) and exercise of the option to transfer the entire
         issued share capital of Discrimen Newco to the RWGL Shareholders (this option may be exercised, as a
         call option, by the RWGL Shareholder or, as a put option, by RWG Newco or by Incisive Media acting
         under the Power of Attorney).

The US Asset Purchase Agreement (which provides for the acquisition of the
business and assets of RWGI by Incisive US) is conditional upon the completion
of the Umbrella Agreement.

Principal terms of the Placing and Open Offer

The Company is proposing to raise approximately £16.1 million gross
(approximately £15.5 million net of expenses) through the Placing and the Open
Offer, which has been fully underwritten by Investec. Investec and Numis
Securities Limited are joint brokers to the Placing and Open Offer. The New
Ordinary Shares, in aggregate, will represent approximately 39.0 per cent. of
the Enlarged Issued Ordinary Share Capital on Completion. The New Ordinary
Shares will be issued credited as fully paid and will, on issue, rank pari passu
with the Existing Ordinary Shares including the right to receive all dividends
or other distributions declared, made or paid thereon following Admission other
than the 2002 Final Dividend.

The Placing

Pursuant to the Placing, which has been arranged by Investec as agent for the
Company, the New Ordinary Shares have been conditionally placed with
institutional and other investors at the Issue Price.


The Open Offer Shares (save for those 5,183,513 Open Offer Shares which are the
subject of irrevocable undertakings) have been conditionally placed with
institutional and other investors at the Issue Price subject to recall to
satisfy valid applications by Qualifying Shareholders pursuant to the Open
Offer.


12,000,000 of the New Ordinary Shares are not subject to recall under the Open
Offer, and these New Ordinary Shares, together with the 5,183,513 Open Offer
Shares which are the subject of irrevocable undertakings as referred to above,
have been placed firm with institutional and other investors at the Issue Price.


The Open Offer


Pursuant to the Open Offer, Qualifying Shareholders are invited by Investec, as
agent for the Company, to subscribe for the Open Offer Shares at the Issue Price
payable in full on application and free of expenses, pro rata to their existing
shareholdings, on the basis of

2 New Ordinary Shares for every 5 Existing Ordinary Shares

held at the close of business on the Record Date and so in proportion for any
greater number of Existing Ordinary Shares then held. The amount due in respect
of each application for Open Offer Shares will be payable in full on
application. Entitlements to the Open Offer Shares will be rounded down to the
nearest whole Ordinary Share. Fractional entitlements will not be allotted to
Qualifying Shareholders but will be aggregated and placed under the Placing for
the benefit of the Company.


Conditions


The Placing and Open Offer will, inter alia, be conditional on the following
conditions being satisfied by not later than 9.30 am on 1 May 2003, or such
later time and date, being no later than 3.00 pm on 19 May 2003 as the Company
and Investec may agree:

(a)     the passing (without amendment) of the Resolutions at the EGM;

(b)     the Underwriting Agreement becoming unconditional in all respects and not having been terminated in
        accordance with its terms;

(c)     the Acquisition Facility Agreement becoming unconditional in all respects and not having been
        terminated in accordance with its terms;

(d)     each of the Umbrella Agreement and the US Asset Purchase Agreement becoming unconditional in all
        respects, subject only to drawdown by RWG Newco of the Loan and exercise of an option under the RWG
        Option Deed, and not having been terminated in accordance with its terms; and

(e)     Admission being effective.

The terms of the Open Offer, including the procedure for application and
payment, will be set out in the Prospectus to be sent to Shareholders shortly.

Irrevocable undertakings

Entitlements to the Open Offer

Michael Masters, Timothy Weller, James Campbell-Harris, John Parcell and
Christopher Stibbs (each being Directors) have undertaken that they will not
take up the Open Offer Shares for which they are respectively entitled to apply
under the Open Offer. Nicholas Rapley (also being a Director) has undertaken
that he will not take up 680,400 of the Open Offer Shares for which he is
entitled to apply under the Open Offer. James Hanbury (also being a Director)
has undertaken that he will not take up 968,800 of the Open Offer Shares for
which he is entitled to apply under the Open Offer. In aggregate 5,183,513 Open
Offer Shares, representing approximately 26 per cent. of the Open Offer Shares
are the subject of irrevocable undertakings from Directors. These Open Offer
Shares have been conditionally placed firm with institutional and certain other
investors at the Issue Price.

Voting

The Directors have irrevocably undertaken to the Company and Investec that they
holding between them in aggregate approximately 29.2 per cent. of the Existing
Ordinary Shares, will vote in favour of the resolutions to be proposed at the
EGM.

Underwriting arrangements

Pursuant to the Underwriting Agreement, Investec has agreed with Incisive Media
to procure subscribers for all the New Ordinary Shares (subject, in the case of
the Open Offer Shares, to recall to satisfy valid applications under the Open
Offer) and, to the extent that it is unable to do so, to subscribe itself for
such shares.

Acquisition Facility Agreement


Pursuant to the Acquisition Facility Agreement and the RBS Facility Agreement,
The Royal Bank of Scotland plc has agreed, inter alia, to lend up to £37.5
million to Incisive Media including up to £22.5 million in connection with the
Acquisition and the Loan, associated acquisition costs and for general working
capital purposes. Drawdown of funds by the Company pursuant to these agreements
is conditional, inter alia, upon the Resolutions being passed at the EGM and
Admission.

Definitions

The following definitions apply throughout this announcement unless the context
requires otherwise:
"2002 Final Dividend''                                  the final dividend of the Company in respect of the year
                                                        ended 31 December 2002 declared by the Directors on the date
                                                        of the Prospectus and to be approved at the annual general
                                                        meeting of the Company convened for 29 April 2003
"Acquisition''                                          the proposed acquisition of the RWGL Business through the
                                                        acquisition by the Company of the entire issued share
                                                        capital of RWG Newco pursuant to the Umbrella Agreement and
                                                        the acquisition by Incisive US of the business and assets of
                                                        RWGI pursuant to the US Asset Purchase Agreement
"Acquisition Facilities''                               the term loan facilities of up to £22.5 million made
                                                        available under the Acquisition Facility Agreement for the
                                                        purpose of funding the Loan and the Acquisition
"Acquisition Facility Agreement''                       the amended and restated RBS Facility Agreement dated 3
                                                        April 2003 between Incisive Media (1) and The Royal Bank of
                                                        Scotland plc (2)
"Act''                                                  the Companies Act 1985 (as amended)
"Admission''                                            admission of the New Ordinary Shares to (i) the Official
                                                        List and (ii) trading on the London Stock Exchange's markets
                                                        for listed securities
"Application Form''                                     the application form accompanying the Prospectus for use by
                                                        Qualifying Shareholders in relation to the Open Offer
"Asset Purchase Agreement''                             the agreement dated 3 April 2003 made between RWGL (1) and
                                                        RWG Newco (2) pursuant to which RWG Newco has agreed to
                                                        acquire the business and assets of RWGL
"CFC''                                                  City Financial Communications Limited
"CFC Approved Scheme''                                  the City Financial Communications Limited Company Share
                                                        Option Scheme
"CFC Unapproved Scheme''                                the City Financial Communications Limited Unapproved Share
                                                        Option Scheme
"Completion''                                           completion of the Acquisition
"Consideration''                                        the consideration payable by Incisive Media for the RWGL
                                                        Business, being approximately £35.2 million including the
                                                        Loan
"Debt Offer Letter''                                    the offer letter, from RWGL, to RWG Newco, under which RWGL
                                                        offers to assign to RWG Newco all of the trade debts owing
                                                        to RWGL, such offer to be capable of acceptance by RWG Newco
                                                        making a payment of £2,376,000 to RWGL
"Directors'' or "Board''                                the directors of Incisive Media as at the date of the
                                                        Prospectus
"Discrimen Newco''                                      Discrimen Holdings Limited
"EGM'' or "Extraordinary General Meeting''              the extraordinary general meeting of the Company notice of
                                                        which is to be set out at the end of the Prospectus and any
                                                        adjournment thereof which is expected to take place
                                                        immediately following the completion of the Company's
                                                        aAnnual general meeting on 29 April 2003
"Enlarged Group''                                       the Incisive Media Group as enlarged by the Acquisition
"Enlarged Issued Share Capital''                        the issued share capital of Incisive Media as enlarged by
                                                        the issue of the New Ordinary Shares
"Excluded Liabilities''                                 the liabilities of the RWGL Group relating to taxation,
                                                        indebtedness (other than sums owing to trade creditors of
                                                        the RWGL Business) and any obligations arising from or
                                                        connected in any way with the terrorist attack of 11
                                                        September 2001 on the World Trade Center in New York
"Existing Ordinary Shares''                             the 50,268,638 existing Ordinary Shares
"Form of Proxy''                                        the form of proxy accompanying the Prospectus for use by
                                                        Incisive Media Shareholders in connection with the EGM
"FSMA''                                                 the Financial Services and Markets Act 2000
"Incisive Media Group''                                 Incisive Media and its subsidiaries or associates
"Incisive Media'' or ''Company''                        Incisive Media plc
"Incisive Approved Scheme''                             the Incisive Media Limited Company Share Option Scheme
"Incisive Executive Scheme''                            the Incisive Media Limited 2000 Executive Share Option
                                                        Scheme
"Incisive US''                                          Incisive RWG Inc., a wholly owned subsidiary of Incisive
                                                        Media
"Investec Bank''                                        Investec Bank (UK) Limited
"Investec''                                             Investec Investment Banking, a division of Investec Bank
"Issue Price''                                          50p per New Ordinary Share
"Listing Rules''                                        the listing rules made by the UK Listing Authority under
                                                        Part VI of FSMA
"Loan''                                                 the proposed loan of approximately £30.1 million by Incisive
                                                        Media to RWG Newco pursuant to the terms of the Loan
                                                        Agreement
"Loan Agreement''                                       a loan agreement proposed to be entered into between the
                                                        Company (1) and RWG Newco pursuant to which the Company will
                                                        agree to make the Loan available to RWG Newco
"London Stock Exchange''                                London Stock Exchange plc
"MHL''                                                  Matching Hat Limited
"New Ordinary Shares''                                  the 32,107,455 new Ordinary Shares to be issued by the
                                                        Company pursuant to the Placing and the Open Offer
"Official List''                                        the Official List of the UK Listing Authority
"Open Offer''                                           the invitation to Qualifying Shareholders to apply to
                                                        subscribe for their entitlement to Open Offer Shares
"Open Offer Shares''                                    the 20,107,455 New Ordinary Shares which are being made
                                                        available to Qualifying Shareholders pursuant to the Open
                                                        Offer
"Ordinary Shares''                                      ordinary shares of 1p each in the capital of Incisive Media
"Placing''                                              the placing of the New Ordinary Shares by Investec on behalf
                                                        of Incisive Media subject, in the case of the Open Offer
                                                        Shares, to the right of Investec to recall all or any of
                                                        such Open Offer Shares to satisfy valid applications made by
                                                        Qualifying Shareholders under the Open Offer on the terms of
                                                        the Underwriting Agreement
"Power of Attorney''                                    the power of attorney granted to the company by RWG Newco
"Proposals''                                            the Placing, the Open Offer, the Loan and the Acquisition
"Proposed Director''                                    Peter Anthony Field, Chairman and Chief Executive of RWGL
"Prospectus"                                            a circular to Shareholders comprising a prospectus relating
                                                        to Incisive Media and containing details of the Proposals
"Qualifying Shareholders''                              Shareholders on the register of members of Incisive Media on
                                                        the Record Date (except for certain overseas Shareholders)
"RBS Facility Agreement''                               the agreement dated 5 September 2002 made between the
                                                        Company (1), certain subsidiaries of the Company (2) and The
                                                        Royal Bank of Scotland plc (3)
"Record Date''                                          31 March 2003
"Resolutions''                                          the resolutions to be proposed at the EGM seeking the
                                                        authority for the Company to impact the Proposals detailed
                                                        in the Prospectus
"Restructuring''                                        the restructuring in relation, inter alia, to the RWGL Group
"RWGI''                                                 Risk Waters Group, Inc., a subsidiary of RWGL
"RWG Newco''                                            Incisive RWG Limited
"RWG Newco B''                                          Incisive Newco B Limited
"RWG Newco Group''                                      RWG Newco and its subsidiaries
"RWGL''                                                 Risk Waters Group Limited
"RWGL Business''                                        the business and assets of RWGL and RWGI
"RWGL Group'' or "Risk Group'' or "Risk Waters Group''  RWGL and its subsidiaries
"RWGL Option Deed''                                     the agreement dated 3 April 2003 made between the RWGL
                                                        Shareholders (1) Discrimen Newco (2) and RWG Newco (3)
"RWGL Shareholders''                                    together, the Proposed Director; Peter Field, Sonia Field
                                                        and Mike Frost as trustees under the settlement made on 23
                                                        December 1999; Peter Field, Mike Frost and Andrew Farley as
                                                        trustees under the settlement made on 14 March 1998; Bill
                                                        Falloon; Mike Frost; Jane Greening; Chris Wilkins; Graham
                                                        Cooper; Ivy Glen Group, Inc; Celine Connell; Steve Clifford;
                                                        Matthew Crabbe and Anthony Gibson
"RWGL Share Transfer Agreement''                        the agreement dated 3 April 2003 made between the RWGL
                                                        Shareholders (1) and Discrimen Newco (2) relating to the
                                                        transfer of the entire issued share capital of RWGL to
                                                        Discrimen Newco
"Share Option Arrangements''                            the Incisive Approved Scheme, the Incisive Executive Scheme,
                                                        the CFC Approved Scheme, the CFC Unapproved Scheme and the
                                                        non-executive unapproved options
                                                        
                                        "Shareholders'' holders of Existing Ordinary Shares
                                        or

                                        "Incisive Media
                                        Shareholders''

"TBPG''                                                 TBP Group Limited
"UKLA'' or "UK Listing Authority''                      the Financial Services Authority acting in its capacity as
                                                        the competent authority for the purposes of Part VI of the
                                                        FSMA
"Umbrella Agreement''                                   the agreement dated 3 April 2003 made between the RWGL
                                                        Shareholders (1), Incisive Media (2) and Dennis Waters and
                                                        others (3) pursuant to which the Company has agreed to
                                                        acquire the entire issued share capital of RWG Newco
"Underwriting Agreement"                                the agreement dated 3 April 2003 between Investec Bank (1)
                                                        and Incisive Media (2)
"United Kingdom'' or "UK''                              the United Kingdom of Great Britain and Northern Ireland
"US Asset Purchase Agreement''                          the agreement dated 3 April 2003 made between RWGI (1) the
                                                        RWGL Shareholders (2) Incisive US (3) and Dennis Waters and
                                                        others (4) pursuant to which Incisive US has agreed to
                                                        acquire the business and certain assets of RWGI
"Waters Information Services''                          Waters Information Services, Inc.





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

a d v e r t i s e m e n t