Proposal of Offer

RNS Number:7112U
Entertainment Rights PLC
28 January 2004


For Immediate Release


                Entertainment Rights plc ("ER" or the "Company")

         Proposal of offer (the "Proposal") for Chorion plc ("Chorion")

Highlights

   *Entertainment Rights announces that it has put forward a Proposal to the
    Board of Chorion, namely a potential offer of 252 pence per share for the
    entire issued share capital of Chorion

   *The Proposal represents a 35% premium to the average Chorion share price
    over the last six months of 187 pence

   *The Proposal anticipates a mixed consideration of shares and cash,
    allowing the shareholders of both companies to share in the benefits of the
    combined businesses

   *ER considers that there is a strong commercial case for the aggregation
    of ER and Chorion's content and believes that there are significant cost and
    revenue benefits to be generated from a merger of operations. The ER Board
    believes that its Proposal offers the opportunity to create a larger and
    stronger internationally focused business, well placed to compete in the
    global media rights arena.

   *The Proposal is subject, inter alia, to the satisfactory completion by ER
    of a limited due diligence exercise in respect of certain aspects of
    Chorion's business and the recommendation of the Chorion Board

   *ER invites the Board of Chorion to enter into discussions with it in
    relation to the Proposal


Summary

The Board of Entertainment Rights wishes to inform its shareholders and the
shareholders of Chorion that it has submitted a formal written Proposal (the
"Proposal") to the Board of Chorion setting out the terms on which ER would be
prepared to make an offer for the entire issued share capital of Chorion.

Under the Proposal, ER is prepared to make an offer of 252 pence per Ordinary
Chorion share, valuing the issued share capital of Chorion at #43.5 million and
representing:

   *a 30% premium to the closing price on 5 December 2003 of 194 pence, being
    the date prior to press speculation regarding ER's interest in acquiring
    Chorion
   *a 35% premium to the average Chorion share price over the last six months
    of 187 pence
   *a 23% premium to the closing price on 21 December 2003 of 205.5 pence,
    being the date immediately prior to the announcement by The Panel on
    Takeovers and Mergers (see below).


Under the Proposal, the consideration would be satisfied as to 50% in cash and
50% in new Ordinary shares in ER, allowing the shareholders of both companies to
continue to share in any upside of the combined businesses. The cash
consideration payable in respect of the offer would be financed by existing and
new debt facilities.

The Proposal is subject, inter alia, to the satisfactory completion by ER of a
limited due diligence exercise in respect of certain aspects of Chorion's
business and the recommendation of the Board of Chorion. ER invites the Board of
Chorion to enter into discussions with it in relation to the Proposal.

Mike Heap, Chief Executive of Entertainment Rights, commented:

"Aggregating the content of Entertainment Rights and Chorion will create a
significant internationally-focused business well placed to compete in the
global media rights arena. We believe that our Proposal represents a full and
fair price that will allow shareholders of Chorion to realise value today and
also to share in the potential upside of the combined businesses. We urge the
Board of Chorion to seriously consider our Proposal and we therefore await a
positive response."



ER reserves the right to waive some or all of its pre-conditions to making a
possible offer for Chorion and to offer a lower price with the recommendation of
the Board of Chorion or in the event that a competing offer for Chorion is made
by a third party. This announcement does not constitute a firm intention to make
an offer and, accordingly, there can be no certainty that any offer for Chorion
will be made by ER.

In accordance with the statement issued by The Panel on Takeovers and Mergers on
22 December 2003, ER will (except with the consent of the Panel Executive) by
12.00noon on 4 February 2004, either announce an offer for Chorion under Rule
2.5 of the City Code on Takeover and Mergers ('The Code') or announce that it 
will not proceed with an offer for Chorion. In the event that ER announces that
it will not proceed with an offer ER will, except with the consent of the Panel
Executive, be bound by the restrictions contained in Rule 2.8 of The Code for
six months from the date of such announcement.

Ends/...

Enquiries

Entertainment Rights plc                           020 8762 6200
Mike Heap, Chief Executive
Elizabeth Gaines, Finance Director



Bell Pottinger                                     020 7861 3232
David Rydell
Charles Reynolds



Robert W Baird Limited                             020 7488 1212
Shaun Dobson
Matt Davis


About Entertainment Rights

 1. *Entertainment Rights Plc (ER) is one of the UK's leading specialist media
    groups focussed on the ownership of high quality children's and family
    programming, characters and brands.

 2. *ER owns the rights to several classic characters including Basil Brush,
    Postman Pat and Little Red Tractor.

 3. *ER has grown rapidly. Annual revenues have grown from #1.8m in 1999 to
    #25.6m in 2002, the last reported financial year.

 4. Since 1999, when ER owned rights to just 50 hours of programming,
    ER's library has grown to over 1,200 hours of high quality children's
    and family programming. This includes rights to global brands such as
    Mattel's Barbie™, Clifford the Big Red Dog, Hasbro's Transformers,
    Casper the Friendly Ghost and Felix the Cat.


The Directors of Entertainment Rights plc accept responsibility for the
information contained in this announcement and, to the best of their knowledge
and belief (having 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.
Robert W Baird Limited ("Baird"), which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Entertainment Rights Plc and
no-one else in relation to a possible offer and will not be responsible to
anyone other than Entertainment Rights Plc for providing the protections
afforded to customers of Baird or for giving advice on this proposal.


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

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