Offer Document Posted

    RNS Number : 2047F
  Progressive Capital Limited
  06 October 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA 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


Publication of the Offer Document
 
It was announced earlier today that the Progressive Board and the SPG Media Board had reached agreement on 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.
 
Progressive has today posted to SPG Media Shareholders an offer document containing the terms and conditions of the Offer, and a letter of
recommendation from the Chairman of SPG Media (the "Offer Document"), together with the relevant Form of Acceptance.
 
The Offer is initially open for acceptances until 1.00 p.m. (London time) on 27 October 2008.  The procedure for acceptance of the Offer is
set out in paragraph 13 of the letter from Progressive set out in Part II of the Offer Document.  
 
Progressive will make appropriate proposals to the holders of SPG Media Options as soon as is reasonably practicable following the date of
this announcement. 
 
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to
them in the Offer Document.
 
Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB whilst the Offer remains open for
acceptance.
 
ENQUIRIES

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

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 the Offer Document or 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 the Offer Document or this announcement.
 
Unless otherwise determined by Progressive and permitted by applicable law and regulation, the Offer is not being 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.  
 
Dealing disclosure 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.  

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