Offer wholly unconditional

RNS Number:3700K
Stonesthrow Media Limited
25 April 2003


FOR IMMEDIATE RELEASE                                              25 April 2003


                             RECOMMENDED CASH OFFER

                                       by

                 BEAUMONT CORNISH LIMITED ("BEAUMONT CORNISH")

                                  on behalf of

                       STONESTHROW MEDIA LIMITED ("STM")

                                   to acquire

                         CHANNELFLY PLC ("CHANNELFLY")



This announcement is not for release, publication or distribution in whole or in
    part, in or into the United States, Canada, Australia, Japan or Ireland.

                           Offer wholly unconditional

On 3 April 2003, Beaumont Cornish made a recommended offer on behalf of STM to
acquire the entire issued share capital of Channelfly.

STM announces that as at 3.00 p.m. on 24 April 2003, being the First Closing
Date, valid acceptances of the Offer had been received in respect of a total of
39,984,803 Shares, representing approximately 83.29 per cent. of the issued
Shares.

Accordingly, the Offer is now unconditional as to acceptances, and all other
conditions having been satisfied and/or waived by STM, the Offer has now been
declared by STM to be wholly unconditional.

The Offer has been extended by STM and remains open for acceptance for a further
14 days until 3.00 p.m. on 8 May 2003. The Share Alternative will remain open
for acceptance for so long as the Offer remains open.

The valid acceptances referred to above include valid acceptances in respect of
26,574,425 Shares representing approximately 55.36 per cent. of the issued
Shares, pursuant to irrevocable undertakings to accept the Offer given by
certain Channelfly Shareholders as disclosed in the offer document dated 3 April
2003 ("Offer Document"). (See Note 1).

In addition, the acceptances referred to above include valid acceptances in
respect of 19,785,561 Shares representing approximately 41.22 per cent. of the
issued Shares from Channelfly Shareholders who are, for the purposes of the City
Code, considered to be acting in concert with STM in relation to holdings in
Channelfly.

Elections to receive the Share Alternative have been received in respect of
27,739,796 Shares, representing 57.79 per cent of the issued share capital of
Channelfly, including (as referred to above) in respect of acceptances under the
Offer from those who had provided irrevocable undertakings to accept the Offer
as described in the Offer Document and those considered to be acting in concert
with STM as referred to above.

Save as mentioned above, neither STM nor any person acting in concert with STM
held any Shares or rights over such Shares prior to the Offer Period and neither
STM nor any person acting in concert with STM as referred to above has acquired
or agreed to acquire any Shares or rights over such Shares during the Offer
Period.

Channelfly Shareholders who wish to accept the Offer, and who have not done so,
should return their Form of Acceptance as soon as possible to Capita IRG Plc,
Corporate Actions, PO Box 166, The Registry, Beckenham, Kent, BR3 4TH.
Additional Forms of Acceptance are available from this address or by telephoning
Capital IRG plc on 0870 162 3100.

Provided sufficient valid acceptances are received, STM intends to apply the
provisions of Sections 428 to 430F of the Companies Act to acquire compulsorily
any outstanding Shares.

Terms defined in the Offer Document dated 3 April 2003 have the same meaning in
this announcement unless the context otherwise requires.


Enquiries:     Roland Cornish

               Beaumont Cornish Limited     020 7628 3396

               Felicity Geidt

               Beaumont Cornish Limited     020 7628 3396



Note 1: In respect of the balance of 1,112,634 Ordinary Shares in respect of
which irrevocable undertakings were given, representing 2.3 per cent. of the
issued share capital, acceptances under the Offer were lodged with the receiving
bankers beyond 3.00pm, and therefore have not been included in the acceptance
figures given above.

Note 2: In addition to the valid acceptances totalling approximately 83.29 per
cent of the issued Shares, acceptances valid but received without or with
insufficient cover were received in respect of 45,844 Shares representing 0.09
per cent. of the issued share capital and acceptances technically out of order
or in respect of holdings which cannot be identified on the Register of Members
were received in respect of 2,677,829 Shares amounting to 5.57 per cent. of the
issued share capital.

The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are not resident in the UK
should inform themselves about and observe any applicable requirements before
taking any action in relation to the Offer.

This announcement does not constitute an offer or invitation to purchase any
securities. The Offer is not being made directly or indirectly, in or into, or
by use of the mails of, or by any other means or instrumentality (including,
without limitation, facsimile transmission or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of the
United States, Canada, Australia, Japan or Ireland and will not be capable of
acceptance by any such use, means instrumentality or facilities or within the
United States, Canada, Australia, Japan or Ireland. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into or from the United States, Canada, Australia, Japan or Ireland.

The STM Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the STM Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Beaumont Cornish Limited, which is regulated by the Financial Services
Authority, is acting exclusively for STM and no one else in connection with the
Offer and will not be responsible to anyone other than STM for providing the
protections afforded to customers of Beaumont Cornish Limited for providing
advice in relation to the Offer. This announcement has been approved for the
purposes of Section 21 of the Financial Services and Markets Act 2000 by
Beaumont Cornish Limited of Georgian House, 63 Coleman Street, London EC2R 5BB.




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