Extension of the offer and level of acceptances

    RNS Number : 8054G
  Progressive Capital Limited
  28 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
    28 October 2008
    RECOMMENDED CASH OFFER
    BY
    PROGRESSIVE CAPITAL LIMITED
    FOR
    SPG MEDIA GROUP PLC

    Extension of the Offer and Level of Acceptances

    On 6 October 2008, Progressive Capital Limited ("Progressive") made a recommended cash offer for the entire issued and to be issued
share capital of SPG Media Group plc ("SPG Media") not already held by Progressive. 

    The Progressive Board announces that, as at 1.00 p.m. on 27 October 2008, being the first closing date of the Offer, Progressive had
received valid acceptances of the Offer in respect of a total of 60,722,963 SPG Media Shares, representing approximately 70.72 per cent. of
the existing issued share capital of SPG Media ("Valid Acceptances"). 

    Furthermore, as at 1.00 p.m. on 27 October 2008, Progressive held 16,836,013 SPG Media Shares, representing approximately 19.60 per
cent. of the existing issued share capital of SPG Media. 

    Accordingly, as at 1.00 p.m. on 27 October 2008, Progressive held, or had received Valid Acceptances in respect of, an aggregate of
77,558,976 SPG Media Shares, representing approximately 90.33 per cent. of the existing issued share capital of SPG Media. 

    The Offer has been extended and will remain open for acceptance until 1.00 p.m on 4 November 2008.  Any further extensions of the Offer
will be publicly announced by 8.00 a.m. on the business day following the day on which the Offer was otherwise due to expire, or such later
time or date as the Panel may agree. 

    On the basis of information available from acceptances, and confirmations received by Progressive from those SPG Media Shareholders who
gave an irrevocable undertaking to accept the Offer, either valid acceptances (all of which are included in the total of Valid Acceptances
referred to above) have been received in respect of all of the SPG Media Shares represented by those undertakings.

    Full details of the irrevocable undertakings to accept or procure the acceptance of the Offer are set out in the Offer Document dated 6
October 2008. 

    Save as set out in this announcement neither Progressive nor, so far as Progressive is aware, any person acting or deemed to be acting
in concert with Progressive has any interest in any SPG Media Shares or in any securities convertible or exchangeable into SPG Media Shares
or has any rights to subscribe for SPG Media Shares or holds any short position in relation to SPG Media Shares (whether conditional or
absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, or has borrowed or lent any SPG Media Shares. 

    SPG Media Shareholders who wish to accept the Offer, but have not yet done so, should:

    (a)    in respect of SPG Media Shares held in certificated form, complete, sign and return their Form of Acceptance in accordance with
the instructions set out in the Offer Document and in the Form of Acceptance and return it together with the share certificate(s) and/or
other documents of title as soon as possible and, in any event, so as to be received by post or (during normal business hours only) by hand
by Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 1.00 p.m. on 4 November 2008; and

    (b)    in respect of SPG Media Shares held in uncertificated form, accept electronically through CREST in accordance with the
instructions set out in the Offer Document, so that the TTE Instruction settles as soon as possible and in any event by no later than 1.00
p.m. on 4 November 2008.

    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 Capital Limited
    Simon Pyper            Tel: + 44 (0) 20 7336 5200
    Kaupthing Singer & Friedlander Capital Markets Limited
    Nicholas How            Tel: + 44 (0) 20 3205 7500
    James Maxwell            Tel: + 44 (0) 20 3205 7500
    Richard Savage            Tel: + 44 (0) 20 3205 7500
    All references to time in this announcement are to London time unless the context provides otherwise.

    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. 

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

    This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the UK. 

    The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to SPG Media Shareholders who
are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the UK or SPG Media Shareholders who are not resident in the UK will need to inform themselves about, and observe,
any applicable requirements. 

    Unless otherwise determined by Progressive and permitted by applicable law and regulation, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mail, or by any other means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer is not 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, into or from a Restricted Jurisdiction and persons receiving this announcement (including, without limitation,
custodians, nominees or trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person
(including, without limitation, any custodian, nominee or trustee) must not mail or otherwise forward, distribute or send it in or into or
form a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to SPG
Media Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. SPG Media
Shareholders who are not so resident should inform themselves about and observe such 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 [phone] or fax [phone]. 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
 
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