Offer Unconditional as to Acceptances

    RNS Number : 3497H
  Progressive Capital Limited
  03 November 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
    4 November 2008
    RECOMMENDED CASH OFFER
    BY
    PROGRESSIVE CAPITAL LIMITED
    FOR
    SPG MEDIA GROUP PLC

    Offer Unconditional as to 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 Board of Progressive is now pleased to announce that the Offer for SPG has become unconditional as to acceptances following
satisfaction of the acceptance condition set out in paragraph (a) of Part A of Appendix I to the Offer Document.  In the absence of
unforeseen circumstances affecting the remaining conditions of the Offer, Progressive currently expects the outstanding conditions to be
satisfied or waived on 5 November 2008

    The Offer has now been extended and remains open until 1.00 pm 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.

    Level of acceptances and ownership

    The Progressive Board announces that, as at 1.00 p.m. on 3 November 2008, Progressive had received valid acceptances of the Offer in
respect of a total of 62,474,015 SPG Media Shares, representing approximately 72.76 per cent. of the existing issued share capital of SPG
Media ("Valid Acceptances"). 

    Furthermore, as at 1.00 p.m. on 3 November 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 3 November 2008, Progressive held, or had received Valid Acceptances in respect of, an aggregate of
79,310,028 SPG Media Shares, representing approximately 92.37 per cent. of the existing issued share capital of SPG Media. 

    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, 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. 

    Further acceptance

    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.

    Additional forms of acceptance are available from Capita Registrars by telephoning 0871 664 0321 or, if calling from outside the United
Kingdom, on [phone].

    Compulsory acquisition, delisting and re-registration

    As stated in the Offer Document, as and when  Progressive receives acceptances under the Offer in respect of 90 per cent. or more of the
SPG Shares to which the Offer relates, and the Offer becomes or is declared unconditional in all respects , Progressive intends to apply the
provisions of sections 974 to 991 (inclusive) of the 2006 Act to acquire compulsorily the outstanding SPG Shares on the same terms as the
Offer.

    It is also intended that, upon the Offer becoming or being declared unconditional in all respects, Progressive will procure the making
of an application by SPG to the London Stock Exchange for the cancellation of the admission of SPG Shares to trading on AIM. The delisting
will significantly reduce the liquidity and marketability of any SPG Shares not acquired under the Offer at that time.

    It is anticipated that the cancellation of the admission of SPG Shares to trading on AIM will take effect no earlier than the expiry of
20 Business Days following the date on which the Offer is declared wholly unconditional in all respects.

    It is also proposed that SPG will be re-registered as a private company in due course assuming the Offer becomes or is declared
unconditional in all respects and following the delisting from AIM. 

    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
    Singer 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.

    Singer 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 Singer 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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