PGX Punch Graphix

RNS Number:4282Q
Punch Graphix PLC
31 January 2007



31 January 2007


              Punch Graphix plc ("Punch Graphix" or the "Company")

                                  Offer Update

The independent committee of the directors of Punch Graphix (the "Committee")
notes the announcement issued by Punch International N.V. ("Punch
International") on 31 January 2007, detailing the level of acceptances for its
unsolicited offer for Punch Graphix (the "Offer") as at 1.00 pm on 30 January
2007 (the "First Closing Date") and declaring the Offer unconditional in all
respects.

The statement confirmed that by the First Closing Date, Punch International had
received valid acceptances of the Offer in respect of a total of 10,286,853
ordinary shares of 10p each in Punch Graphix ("Ordinary Shares"), representing
approximately 10.0 per cent. of the issued Ordinary Shares. Prior to the
commencement of the Offer period, Punch International owned 50,391,316 Ordinary
Shares, representing approximately 49.0 per cent. of the issued Ordinary Shares.
Therefore, at the First Closing Date, Punch International owned or had received
valid acceptances of the Offer in respect of a total of 60,678,169 Ordinary
Shares, representing approximately 59.0 per cent of the issued Ordinary Shares.

Punch International has declared the Offer unconditional in all respects. In
accordance with the rules of the City Code on Takeovers and Mergers, Punch
International has extended the period during which the Offer remains open for
acceptance until 1.00 pm on 13 February 2007.

The Committee, which has been so advised by Altium Capital Limited, continues to
believe that the Offer does not adequately reflect the full value and prospects
of Punch Graphix. However, as outlined in the Committee's response document
dated 22 January 2007, the Committee is of the view that there are risks
attached to remaining as a minority shareholder in Punch Graphix, particularly
now that Punch International controls in excess of 50 per cent. of the Company's
voting rights.

Accordingly, the Committee recommends that Punch Graphix shareholders who do not
wish to take these risks should accept the Offer and take the certainty of the
cash price offered by Punch International. The members of the Committee who own
Ordinary Shares intend to accept the Offer in respect of their own shareholdings
amounting to, in aggregate, 38,847 Ordinary Shares, representing approximately
0.04 per cent of the issued Ordinary Shares. Punch Graphix shareholders who are
prepared to accept the ongoing risks are advised to consider carefully their own
personal circumstances before deciding whether or not to accept the Offer.

In providing advice to the Committee, Altium Capital Limited has taken into
account the commercial assessments of the Committee.

Commenting, Geoff White, Chairman of Punch Graphix and a member of the Committee
said:

"It is a matter of regret that Punch International has been able to gain control
of Punch Graphix with an offer that clearly fails to reflect the Company's true
worth. However, we recognise that remaining a minority shareholder in the
Company may be an unattractive alternative."

For further information, please contact:

The Committee                          Tel: +32 (0) 3 443 19 26
Geoff White
Ben Van Assche

Altium Capital Limited                 Tel: +44 (0) 20 7484 4040
David Hart
Tim Richardson

The Hogarth Partnership                Tel: +44 (0) 20 7357 9477
John Olsen
Barnaby Fry

The directors of Punch Graphix, other than Guido Dumarey, accept responsibility
for the information contained in this announcement (other than the opinions of
the Committee contained in this announcement, for which the independent
directors comprising the Committee alone accept responsibility). To the best of
the knowledge and belief of the directors of Punch Graphix other than Guido
Dumarey (who have taken all reasonable care to ensure that such is the case),
the information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

The independent directors comprising the Committee accept responsibility for
their opinions contained in this announcement. To the best of the knowledge and
belief of the independent directors (who have taken all reasonable care to
ensure that such is the case), the information contained herein for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Neither Guido Dumarey (Non-executive Director) nor Jan Smits (Chief Financial
Officer) are members of the Committee and are, therefore, not party to the
conclusions it has reached with regards to the Offer. Mr Dumarey is not a member
of the Committee by virtue of his position as managing director and president of
the board of directors of Punch International. Mr Smits is not a member of the
Committee as he has recently had discussions with Punch International in
relation to his potential future employment.

Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Punch Graphix plc
and for no one else in connection with the Offer and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Punch Graphix plc for providing the
protections afforded to clients of Altium Capital Limited, or for giving advice
to any other person in relation to the Offer, the contents of this announcement
or any other matter referred to herein.



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

END
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