Offer for Eidos PLC

RNS Number:0661K
SCI Entertainment Group PLC
22 March 2005


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

                                    Offer by
                               KBC Peel Hunt Ltd
                                  on behalf of
                          SCi Entertainment Group Plc
                                      for
                                   Eidos PLC

                                      and

                             Placing and Open Offer

The Board of SCi Entertainment Group Plc ("SCi") hereby announces the terms of a
share offer to be made by KBC Peel Hunt Ltd ("KBC Peel Hunt"), for and on behalf
of SCi, to acquire the whole of the issued and to be issued ordinary share
capital of Eidos (the "Offer").

Summary of the Offer

  * The Offer is being made on the basis of one new SCi Share for every six
    Eidos Shares held.

  * At the Closing Price of a SCi Share of 321.5p on 21 March 2005, the last
    practicable date before the date of this announcement, the Offer values each
    Eidos Share at approximately 53.6p and the whole of the issued share capital
    of Eidos at approximately #76.1 million.

  * The Offer represents a premium of 19.8 per cent. over the Closing Price
    of an Eidos Share of 44.75p on 21 March 2005, the last practicable date
    before the date of this announcement.

  * Full acceptance of the Offer would involve the issue of a maximum of
    23,667,078 Offer Shares, representing approximately 32.7 per cent. of the
    issued share capital of SCi as enlarged by the Offer and Placing and Open
    Offer (and equal, in number, to approximately 82.8 per cent. of the existing
    issued share capital of SCi).

Undertakings and intentions to accept the Offer

SCi has received an irrevocable undertaking to accept the Offer on behalf of
Eidos Shareholders holding 21,286,170 Eidos Shares, representing approximately
14.99 per cent. of the issued share capital of Eidos. In addition, SCi has
received a letter of intent to accept the Offer on behalf of Eidos Shareholders
holding a further 6,796,282 Eidos Shares, representing approximately 4.79 per
cent. of the issued share capital of Eidos.

The irrevocable undertaking will continue to be binding even if a higher offer
is made for Eidos and will cease to be binding only if the Offer lapses or is
withdrawn. The irrevocable undertaking also includes an undertaking to sign and
return completed Forms of Acceptance by the first closing date of the Offer.

Placing and Open Offer

SCi proposes, in addition, to raise approximately #60.1 million (before
expenses) through a Placing and Open Offer at 300p per share, fully underwritten
by KBC Peel Hunt, to provide the Enlarged Group with a strong balance sheet and
sufficient funds to rebuild and enhance Eidos' key brands, improve its pipeline
of new products, provide adequate working capital to bring quality products to
market, fund the cost of reducing Eidos' cost base and pay for the costs of the
Offer.

Reasons for and benefits of the Offer

  * Shareholder value. The SCi Directors believe that the acquisition
    represents a very positive opportunity to further build shareholder value
    through profitable growth. It will position SCi as the leading UK based
    games publisher and as one of the largest publishers in the global video
    games market, recently estimated at Euro22.7 billion.

  * Valuable intellectual property. The acquisition will expand SCi's
    existing portfolio of intellectual property with the addition of a number of
    multi-million selling game franchises including Tomb Raider, Hitman and
    Championship Manager, a number of exciting new products in development and a
    valuable back catalogue.

  * Earnings enhancement. In its last financial year SCi reported earnings
    before goodwill charges of #5.4 million on turnover of #31.0 million. In
    contrast, in its last financial year, Eidos reported a loss before goodwill
    charges of #0.4 million on turnover #133.9 million. The SCi Directors
    believe that the application of its management and business model to Eidos'
    business will mean that the acquisition will enhance SCi's earnings per
    share in the first full year of ownership (see appendix 2 to the full
    announcement and note 1 below).

  * Revive quality brands. SCi will review the development of Eidos'
    products with its development studios to ensure that only high quality games
    come to market. This may mean that some of Eidos' products will be given
    more development time than currently planned by Eidos. The re-launch of
    these brands will be supported by high profile PR and marketing campaigns.

  * Development strategy. SCi's management expertise in delivering products
    on time and on budget will be used to improve Eidos' delivery performance.
    In line with its principal business model, SCi will continue to outsource
    development. However, conscious of its own successful integration of Pivotal
    Games over the last 18 months, SCi intends to invest further in Eidos' key
    development studios and will seek to incentivise studios to deliver hit
    products.

  * Cost savings. SCi believes that Eidos' financial difficulties are partly
    due to an inappropriate cost base. In its last financial year Eidos'
    administrative expenses were #22.2 million, representing 16.5 per cent. of
    turnover. In contrast, SCi's administrative expenses were #3.2 million,
    representing 10.3 per cent. of turnover. For example, the costs of executive
    management, being a public company and a NASDAQ listing represent a
    substantial portion of Eidos' overhead base. The SCi Directors believe that
    the annualised cost savings which are available to the Enlarged Group in the
    first full year of combined operation (to 30 September 2006) are
    approximately #14 million (see appendix 2 to the full announcement and note
    2 below). The total cost of achieving these savings is expected to amount to
    #7 million (see appendix 2 to the full announcement and note 2 below), which
    is expected to be incurred as a one-off exceptional item in the financial
    year to 30 September 2005.

  * Staff motivation. The poor share price performance of Eidos means that
    its existing share option schemes currently offer little motivation to its
    staff. SCi intends to include Eidos staff in SCi's option arrangements,
    allowing them to benefit from the future growth of the Enlarged Group.

Following the Offer becoming unconditional in all respects and completion of the
Placing and Open Offer, SCi (based on the closing price of 321.5p on 21 March
2005) would be capitalised at #232.4 million.

Commenting on the Offer Jane Cavanagh, Chief Executive of SCi said:

"We believe that this is an excellent opportunity for both Eidos and SCi
shareholders to invest in a major computer games publisher at a time when the
global market has never been bigger.

Over the last three years SCi has delivered strong sales and profit growth and
consistently delivered product on time and on budget. Whilst Eidos' brands,
studios and staff have significant potential, its continued financial problems
appear to have resulted in rushed development cycles, missed deadlines and
products that have not done justice to their brands. We are completely confident
that the application of our successful business model across the Enlarged Group
will significantly enhance shareholder value for both SCi and Eidos
shareholders."

The conditions and principal further terms of the Offer are set out in Appendix
1 to this announcement. Certain sources and bases of information set out in this
announcement are contained in Appendix 2 to this announcement. Appendix 3 to
this announcement contains definitions of certain expressions used in this
announcement.

This summary should be read in conjunction with the full text of this
Announcement.

Note 1: This statement in relation to the effect on earnings per share does not
constitute a profit forecast nor should it be interpreted to mean that future
earnings per share of SCi following the Offer becoming or being declared
unconditional in all respects will necessarily match or exceed historical
earnings per share of SCi. This statement has been reported on by SCi's
accountants, BDO Stoy Hayward LLP, and by its financial adviser, KBC Peel Hunt
Ltd, as set out in Appendix 2 to the full announcement.

Note 2: These statements in relation to the cost base have been reported on by
SCi's accountants, BDO Stoy Hayward LLP, and by its financial adviser, KBC Peel
Hunt Ltd, as set out in Appendix 2 to the full announcement.

Enquiries:

General

SCi Entertainment Group plc
Jane Cavanagh - Chief Executive                       020 7350 5240
Rob Murphy - Finance Director                         020 7350 5240

KBC Peel Hunt Ltd
David Davies                                          020 7418 8900


Press

Bell Pottinger Corporate and Financial
Nick Lambert                                           020 7861 3232
Robin Tozer                                            07887 721 295

Investors

IRfocus
Neville Harris                                         020 7379 7033



KBC Peel Hunt, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for SCi and is acting for no one else in
connection with the Offer and the Placing and the Open Offer and will not be
responsible to anyone other than SCi for providing the protections afforded to
customers of KBC Peel Hunt nor for providing advice in relation to the Offer.

The Offer is not being made directly or indirectly, or into or by use of e-mails
of, or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or any facilities of a national securities exchange of the United States,
Canada, Australia, Japan or the Republic of Ireland or any other jurisdictions
if to do so would constitute a violation of the relevant laws of such
jurisdiction, and cannot be accepted by any such use, means or instrumentality
or facility from or within the United States, Canada, Australia, Japan or the
Republic of Ireland. 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 the United States, Canada, Australia, Japan or the
Republic of Ireland.

The Offer Shares do not qualify for distribution under any of the relevant
securities laws of the United States, Canada, Australia, Japan or the Republic
of Ireland nor has a prospectus in relation to the Offer Shares been lodged with
or registered with any statutory or regulatory bodies in those countries.
Accordingly, the Offer Shares may not be, directly or indirectly, offered, sold,
taken up, delivered, or transferred in or into the United States of America,
Canada, Australia, Japan or The Republic of Ireland. This announcement does not
constitute an offer of securities for sale in any US jurisdiction, Canada,
Australia, Japan or The Republic of Ireland or any other jurisdiction outside
the UK.



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

                                    Offer by
                               KBC Peel Hunt Ltd
                                  on behalf of
                          SCi Entertainment Group Plc
                                      for
                                   Eidos PLC

                                      and

                             Placing and Open Offer


1. Introduction

The Board of SCi Entertainment Group plc ("SCi") announces the terms of a share
offer to be made by KBC Peel Hunt Ltd ("KBC Peel Hunt"), for and on behalf of
SCi, to acquire the whole of the issued and to be issued ordinary share capital
of Eidos (the "Offer").

2. The Offer

The Offer, which will be subject, inter alia, to the approval of SCi
Shareholders and the conditions and further terms set out below and in Appendix
1 to this announcement and to be set out in the Offer Document, will be made on
the following basis:

                  1 Offer Share for every 6 Eidos Shares held

Based on the Closing Price of a SCi Share of 321.5p on 21 March 2005, the last
practicable date before this announcement, the Offer values each Eidos Share at
approximately 53.6p and the whole of the issued share capital of Eidos at
approximately #76.1 million. The Offer represents a premium of 19.8 per cent.
over the Closing Price of an Eidos Share of 44.75p on 21 March 2005, the last
practicable date before the date of this announcement. Full acceptance of the
Offer would involve the issue of a maximum of 23,667,078 Offer Shares,
representing approximately 32.7 per cent. of the issued share capital of SCi as
enlarged by the Offer and Placing and Open Offer and equaling approximately 82.8
per cent. of the existing issued share capital of the Company.

Application will be made for the Offer Shares to be admitted to the Official
List of the UKLA and the London Stock Exchange's market for listed securities.
The Offer Shares will be issued credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares including the right to receive
all dividends, interest and other distributions declared or made after Admission
in respect of the ordinary share capital of the Company. Entitlements to Offer
Shares will be rounded down to the nearest whole number. Fractions of Offer
Shares will not be allotted.

Settlement of the consideration to which any Eidos Shareholder is entitled under
the Offer will be effected (i) in the case of acceptances received, complete in
all respects, by the date on which the Offer becomes or is declared
unconditional in all respects, within 14 days of such date, or (ii) in the case
of acceptances of the Offer received and complete in all respects, after the
date on which the Offer become or is declared unconditional in all respects but
while it remains open for acceptance, within 14 days of such receipt.

The Eidos Shares will be acquired by SCi free from all liens, equities,
encumbrances, charges and other interests and together with all rights attaching
thereto.

The Offer will be conditional, inter alia, upon (i) approval by SCi Shareholders
at an Extraordinary General Meeting of SCi to be convened to approve and
implement the Offer and the Placing and Open Offer, (ii) admission of the Offer
Shares to the Official List of the UKLA and to trading on the London Stock
Exchange's market for listed securities and (iii) Eidos not becoming subject to
certain insolvency events.

3. Undertakings and intentions to accept the Offer

SCi has received an irrevocable undertaking to accept the Offer on behalf of
Eidos Shareholders holding 21,286,170 Eidos Shares, representing approximately
14.99 per cent. of the issued share capital of Eidos. In addition, SCi has
received a letter of intent to accept the Offer on behalf of Eidos Shareholders
holding a further 6,796,282 Eidos Shares, representing approximately 4.79 per
cent. of the issued share capital of Eidos.

The irrevocable undertaking will continue to be binding even if a higher offer
is made for Eidos and will cease to be binding only if the Offer lapses or is
withdrawn. The irrevocable undertaking also includes an undertaking to sign and
return completed Forms of Acceptance by the first closing date of the Offer.

4. Background to and reasons for the Offer

Computer and video games is a major global market. A recent report by IDATE
estimated the global market for games to be worth Euro22.7 billion in 2004 with
projected further growth to Euro28.2 billion by 2007 with new platforms and rapid
technological improvements helping to sustain this growth further.

While SCi by itself is positioned to capitalise on this growing market, the SCi
Directors believe that the acquisition of Eidos represents a very positive
opportunity for SCi to further build shareholder value through profitable
growth.

The Enlarged Group will be the UK's leading games publisher and one of the
largest publishers in the global video market.

Background on SCi

SCi is one of Europe's leading publishers of computer and video games. SCi's
strategy is to create, own and exploit valuable brands through investment in
high quality licences and products and to reduce exposure to risk through
extensive outsourcing and long-term relationships with leading developers and
distribution partners, enabling tight control to be maintained over the cost
base.

SCi has increased its product portfolio of products over the last three years,
led by the Conflict series of games which have now shipped over 6 million units.
The third in the series, Conflict: Vietnam reached number one position in the UK
charts on its launch in September 2004 and SCi has high hopes for the fourth in
the series Conflict: Global Terror due to be released in September 2005. Other
high quality and commercially successful products in recent years include
Carmageddon, The Italian Job, and The Great Escape. Future releases include
Total Overdose, Battlestations: Midway, Reservoir Dogs and Highlander.

SCi's focus is on the establishment of high quality game franchises. Accordingly
all of the IP in its products is either fully owned, for example in the case of
the Conflict series, or licensed on a long-term basis, in the case of games
based on film properties such as Reservoir Dogs or Highlander

The development of the majority of SCi's products is outsourced to third-party
development companies. This flexible model offers many advantages including
access to developers with the technology best suited to the products. Most
importantly it brings discipline to the development process through the payment
of development advances on a staged basis against a series of pre-agreed
milestones. Consequently SCi has demonstrated a strong record of delivering
products to market on time and on budget.

The only exception to SCi's outsourced model is products in the Conflict series
developed by its subsidiary, Pivotal Games. Pivotal, is one of the UK's most
successful development studios having achieved a number one UK chart position
for three products in the last three years. It was acquired by SCi in September
2003, but continues to operate as an independent company with a separate
management team working under the discipline of a comprehensive development
contract.

As a result, SCi has delivered three years of profitable growth while at the
same time generating cash and increasing its investment in new products:

                                                  Year ended 30 September
                                            2004           2003           2002

Turnover (#million)                         31.0           28.5           17.7
Gross profit (#million)                     20.2           17.2           11.4
Pre-tax profit (#million)                    5.4            4.0            2.7
Earnings per share (pence)                  17.9           15.4           10.1
Development spend (#million)                 9.8            8.2            4.3
Net cash/(debt) (#million)                   3.5           (0.6)          (0.2)

Pre-tax profit is stated prior to goodwill amortisation
Earnings per share is stated prior to goodwill amortisation and deferred tax

Background on Eidos

Measured in terms of turnover, Eidos continues to be the UK's largest publisher
of computer and video games. It owns at least twelve game franchises which have
sold in excess of 750,000 units including Tomb Raider, Hitman, and Championship
Manager. The principal character from Tomb Raider, Lara Croft, has become an
important cultural icon, and a valuable source of merchandising revenue. In
addition Eidos owns a number of highly regarded development studios including
Crystal Dynamics in San Francisco, IO Interactive in Copenhagen and Pyro studios
in Madrid.

However, Eidos has consistently failed to capitalise on the strengths of its
brands, development studios and experienced staff. It has reported losses in
three of the last four accounting periods:

                              Year ended               15 months    Year ended 
                                30 June              ended 30 June   31 March
                                   2004       2003       2002          2001

Turnover (#million)               133.9      151.5      128.9         147.2
Gross profit(#million)             84.0       89.4       75.1          65.5
Pre-tax profit/(loss)(#million)    (1.3)      16.2      (21.5)        (44.9)


Profit/ (loss) is stated prior to goodwill amortisation and prior to profit/
(loss) on disposal of investments.

Eidos' interim results to 31 December 2004, published on 10 March 2005,
reinforce the trend of under-performance. Eidos announced a loss before tax of
#28.7 million for the six month period on turnover of #31.5 million. At the same
time Eidos reported further delays in release dates for key products such as
Tomb Raider and Hitman and a severe deterioration in its working capital
position.

SCi's plans for Eidos

The SCi Directors believe that the application of its management and business
model to Eidos' business will mean that the acquisition will enhance earnings
per share in the first full year of ownership (see appendix 2 and note 1 below).

1. Brand enhancement. SCi will review the development of Eidos' products with
its development studios to ensure that only high quality games come to market.
Certain products may be released later than originally planned by Eidos. The
additional development time will allow the quality of these products to be
substantially improved. The re-launch of these important brands will be
supported by high profile PR and marketing.

2. On time delivery. SCi's management expertise in delivering products on time
and on budget will be used to improve Eidos' delivery performance. In line with
its principal business model, SCi continue to outsource development. However,
conscious of its own successful integration of Pivotal Games over the last 18
months, SCi intends to invest further in Eidos' key development studios and will
seek to incentivise studios to deliver hit products.

3. Cost base. SCi believes that Eidos' financial difficulties are partly due to
an inappropriate cost base. In its last financial year Eidos' administrative
expenses were #22.2 million, representing 16.5 per cent. of turnover. In
contrast, SCi's administrative expenses were #3.2 million, representing 10.3 per
cent. of turnover. For example, the costs of executive management, being a
public company and a NASDAQ listing represent a substantial portion of Eidos'
overhead base. The SCi Directors believe that the annualised cost savings which
are available to the Enlarged Group in the first full year of combined operation
(to 30 September 2006) are approximately #14 million. (see appendix 2 and note 2
below). The total cost of achieving these savings is expected to amount to #7
million (see appendix 2 and note 2 below), which is expected to be incurred as a
one-off exceptional item in the financial year to 30 September 2005.

4. Staff motivation. The poor share price performance of Eidos means that its
existing share option schemes offer little or no value to its staff. Eidos staff
will be included in SCi's option arrangements, allowing them to benefit from the
future growth of the Enlarged Group.

Based on the closing price of 321.5p on 21 March 2005, the Enlarged Group will
have a market capitalisation of approximately #232.4 million and will have net
cash. With a strong combined portfolio of games, a progressively reduced cost
base and proven management the SCi Directors believe that the Enlarged Group
will be strongly placed to compete in the competitive, but growing, global games
market.

Note 1: This statement in relation to the effect on earnings per share does not
constitute a profit forecast nor should it be interpreted to mean that future
earnings per share of SCi following the Offer becoming or being declared
unconditional in all respects will necessarily match or exceed historical
earnings per share of SCi. This statement has been reported on by SCi's
accountants, BDO Stoy Hayward LLP, and its financial adviser, KBC Peel Hunt Ltd,
as set out in Appendix II.

Note 2: These statements in relation to the cost base have been reported on by
SCi's accountants, BDO Stoy Hayward LLP, and its financial adviser, KBC Peel
Hunt Ltd, as set out in Appendix II.

5. Placing and Open Offer

The Placing and Open Offer is intended to raise approximately #60.1 million
(before expenses) by the issue at 300p per share of 16,666,666 new Ordinary
Shares under the Placing and 3,364,257 new Ordinary Shares under the Placing and
Open Offer. The purpose of the Placing and Open Offer is to provide the Enlarged
Group with a strong balance sheet with sufficient funds to re-build and enhance
Eidos' key franchises, improve its pipeline of new products, bring quality
products to market and fund the cost of reducing selected parts of Eidos. The
net proceeds will also be used to meet the cost of the Offer, including the
expenses of Eidos and its advisers.

Qualifying Shareholders will be given the opportunity to subscribe for the Open
Offer Shares under the Open Offer at the Issue Price, payable in full on
application, up to a maximum entitlement calculated on the following basis:

                1 Open Offer Share for every 8.5 Ordinary Shares

and so in proportion for any other number of Ordinary Shares registered in the
names of Qualifying Shareholders on the Record Date. Entitlements to Offer
Shares will be rounded down to the nearest whole number of shares. The
fractional entitlements which would otherwise have arisen will not be allotted
to Qualifying Shareholders but will be aggregated and subscribed for under the
Placing.

The Placing and Open Offer Shares will be issued credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared or made after
the date of their issue.

The Placing and Open Offer will be conditional, inter alia, on the Offer
becoming or being declared unconditional.

The Placing Shares have been conditionally placed firm with investors procured
by KBC Peel Hunt under the Placing Agreement.

The Open Offer Shares have been conditionally placed with investors procured by
KBC Peel Hunt under the Placing Agreement, subject to clawback to satisfy valid
applications under the Open Offer.

Under the terms of the Placing Agreement, KBC Peel Hunt has agreed to subscribe
for any Placing and Open Offer Shares which are not taken up under the Open
Offer or by placees under the Placing.

6. Employment rights

SCi intends that, following the Offer becoming or being declared unconditional
in all respects, the existing employment rights, including pension rights, of
the Eidos Group's employees will be fully safeguarded.

7. Compulsory acquisition and cancellation of listing

If SCi receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Eidos Shares to which the Offer will
relate and the Offer becomes or is declared unconditional in all respects, SCi
intends to exercise its rights pursuant to the provisions of sections 428 to
430F (inclusive) of the Companies Act to acquire compulsorily all outstanding
Eidos Shares in respect of which acceptances have not then been received.

If the Offer becomes or is declared unconditional in all respects and provided
that SCi receives acceptances under the Offer in respect of 75 per cent. of the
nominal value of the Eidos Shares to which the Offer relates (whether or not SCi
is in a position to invoke the provisions of sections 428 to 430F (inclusive) of
the Companies Act) SCi will procure that Eidos will apply for the cancellation,
respectively, of the trading of Eidos Shares on the London Stock Exchange and of
the listing of the Eidos Shares on the Official List.

8. The Offer Document and Prospectus

The Offer Document containing the full terms of the Offer, together with a Form
of Acceptance, will be despatched to Eidos Shareholders in due course. This
Announcement does not itself constitute an offer or invitation to sell or to
purchase any securities.

The Prospectus containing the full terms of the Placing and Open Offer, together
with the Application Form, is expected to be despatched to SCi Shareholders in
due course. The Prospectus will also contain the notice of the Extraordinary
General Meeting for the purposes of considering the necessary resolution to
implement the Offer and the Placing and Open Offer.

9. Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are subject
to the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Further details in
relation to Overseas Shareholders will be contained in the Offer Document and
the Form of Acceptance.

The Offer is not being made directly or indirectly, or into or by use of e-mails
of, or by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or any facilities of a national securities exchange of the United States,
Canada, Australia, Japan or the Republic of Ireland or any other jurisdictions
if to do so would constitute a violation of the relevant laws of such
jurisdiction, and cannot be accepted by any such use, means or instrumentality
or facility from or within the United States, Canada, Australia, Japan or the
Republic of Ireland.

The Offer Shares do not qualify for distribution under any of the relevant
securities laws of the United States, Canada, Australia or the Republic of
Ireland nor has a prospectus in relation to the Offer Shares been lodged with or
registered with any statutory or regulatory bodies in those countries.
Accordingly, the Offer Shares may not be, directly or indirectly, offered, sold,
taken up, delivered, or transferred in or into the United States of America,
South Africa, Japan, Canada, Australia or The Republic of Ireland or any other
jurisdiction outside the UK. This announcement does not constitute an offer of
securities for sale in any US jurisdiction, South Africa, Japan, Canada,
Australia or The Republic of Ireland or any other jurisdiction outside the UK.

10. Definitions and further information

The conditions and principal further terms of the Offer are set out in Appendix
1 to this announcement. Certain sources and bases of information set out in this
announcement are contained in Appendix 2 to this announcement. Appendix 3 to
this announcement contains definitions of certain expressions used in this
announcement.


The SCi Directors accept responsibility for the information contained in this
Announcement other than that relating to Eidos, its directors and their
connected persons. To the best of the knowledge and belief of the SCi 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.

KBC Peel Hunt, which is authorised and regulated by The Financial Services
Authority, is acting exclusively for SCi and is acting for no one else in
connection with the Offer and the Placing and the Open Offer and will not be
responsible to anyone other than SCi for providing the protections afforded to
customers of KBC Peel Hunt nor for providing advice in relation to the Offer.



                                   APPENDIX 1

              CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER

The Offer will be subject to the following conditions:

(1) valid acceptances being received (and not, where permitted, withdrawn) by no
later than 3.00 p.m. (London time) on the twenty-first day after the date of
commencement of the Offer (or such later time(s) and/or date(s) as SCi may,
subject to the rules of the City Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as SCi may decide) of the Eidos Shares to
which the Offer relates, provided that this condition will not be satisfied
unless SCi (together with its subsidiaries) shall have acquired or agreed to
acquire, whether pursuant to the Offer or otherwise, Eidos Shares carrying more
than 50 per cent. of the voting rights then exercisable at general meetings of
Eidos (including for this purpose, to the extent (if any) required by the Panel,
any such voting rights attaching to any Eidos Shares that may be unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise). For the purposes of this condition:

(a) shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry upon issue; and

(b) the expression "Eidos Shares to which the Offer relates" shall be construed
in accordance with sections 428 to 430F of the Companies Act;

(2) the passing by SCi Shareholders of any resolution as may be necessary or
appropriate for the approval and implementation of the Offer and the Placing and
Open Offer and the acquisition by SCi of Eidos Shares pursuant to, or in
connection with, the Offer;

(3) the admission to the Official List of the Offer Shares (or such of them as
are due to be allotted at the time the Offer becomes or is declared
unconditional in all other respects) becoming effective in accordance with the
Listing Rules and the admission of such shares to trading on the London Stock
Exchange's market for listed securities becoming effective or (if determined by
SCi and subject to the consent of the Panel) the UK Listing Authority agreeing
to admit such shares to the Official List and the London Stock Exchange agreeing
to admit such shares to trading subject only to (i) the allotment of such shares
and/or (ii) the Offer becoming or being declared unconditional in all other
respects;

(4) no government or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, court, trade agency, professional association
or institution, environmental body or any other similar person or body in any
jurisdiction in which any member of the Eidos Group carries on a material part
of its business, (each a "Third Party") having taken, instituted or implemented
or threatened any action, proceedings, suit, investigation or enquiry, or
reference or having made, proposed or enacted, any statute, regulation, order or
decision or having done anything which would or might reasonably be expected to:

(a) make the Offer, its implementation or the proposed acquisition by SCi of any
Eidos Shares or control of Eidos pursuant to the Offer void, illegal or
unenforceable in any jurisdiction, or otherwise directly or indirectly and to a
material extent restrain, prohibit, restrict or delay any of them or impose
additional material conditions or financial or other obligations with respect to
any of them, or otherwise challenge any of them or might reasonably be expect to
interfere with it;

(b) require, prevent or delay the divestiture by any member of the SCi Group of
any Eidos Shares;

(c) require, prevent or delay the divestiture by any member of the SCi Group, or
by any member of the Eidos Group (including any joint venture, partnership, firm
or company in which any member of the Eidos Group is interested), of all or any
proportion of their respective businesses, assets or property or impose any
limit on the ability of any of them to conduct their respective businesses (or
any of them) or own their respective assets or properties or any part of any of
them;

(d) impose any limitation on the ability of any member of the SCi Group to
acquire or hold or to exercise effectively any rights of ownership of the Eidos
Shares or securities convertible into Eidos Shares or to hold or exercise
effectively all or any rights of ownership of shares in any member of the Eidos
Group or to exercise management control over any member of the Eidos Group or to
integrate all or any part of its business with all or any part of the business
of any member of the Eidos Group;

(e) save pursuant to the Offer or to Part XIIIA of the Companies Act in relation
to the Offer, require any member of the SCi Group or the Eidos Group to offer to
acquire or repay any shares in any other member of the Eidos Group owned by any
person other than Eidos or a wholly-owned subsidiary of Eidos; or

(f) otherwise adversely affect any or all of the business, assets, profits,
financial or trading position or prospects of any member of the Eidos Group,

and all applicable waiting periods during which any Third Party could take,
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction,
having expired, lapsed or been terminated;

(5) none of the following occurring:

(a) Eidos or any of its subsidiaries becoming unable to pay its debts (within
the meaning of section 123 of the Insolvency Act 1986 or otherwise) or Eidos or
any of its subsidiaries otherwise becoming insolvent or suspending making
payments to all or any class of its creditors or announcing an intention to do
so;

(b) any distress, execution, attachment or other legal process affecting the
whole or a material part of the assets of Eidos or any of its subsidiaries;

(c) an administrative or other receiver or similar officer being appointed of
the whole or any part of the assets of Eidos or any of its subsidiaries or Eidos
or any of its subsidiaries requesting any person to appoint such a receiver or
similar officer or any other steps being taken to enforce any charge or other
security over any of the property of Eidos or any of its subsidiaries;

(d) any order being made or any effective resolution being passed or a petition
being presented or other legal process is initiated (including convening a
meeting) for:

(i) the winding up, dissolution or liquidation of Eidos or any of its
subsidiaries; or

(ii) the making of an administration order against Eidos or any of its
subsidiaries;

(e) The Royal Bank of Scotland plc (or any of its subsidiaries) calling in,
calling a default under, withdrawing, suspending or preventing or restricting
further drawings under Eidos' #23 million short term working capital facility
referred to in the announcement of its interim results for the period ended 31
December 2004 made on 10 March 2005;

(f) any other event having occurred outside the United Kingdom under, or in
accordance with, any laws applicable outside the United Kingdom which is
analogous or equivalent to any of the events referred to above in this condition
(5); or

(g) any notification of any kind being given to Eidos or any Eidos subsidiary
that any event referred to above in this condition (5) is to occur or is
expected or likely to occur;

(6) all necessary notifications and filings having been made in connection with
the Offer and all necessary waiting periods (including any authorisations of
them) under any applicable legislation or regulations of any relevant
jurisdiction having expired, lapsed or been terminated (as appropriate) and all
necessary statutory or regulatory obligations in any relevant jurisdiction
having been complied with in connection with the Offer or the acquisition by SCi
of any shares in, or control of, Eidos and all authorisations, orders,
recognitions, grants, consents, clearances, confirmations, licences, permissions
and approvals (together "Authorisations") which are necessary in respect of the
Offer or the acquisition by Eidos of any shares in, or control of, Eidos having
been obtained in terms and in a form reasonably satisfactory to SCi from all
appropriate Third Parties and all such Authorisations, together with all
Authorisations necessary to carry on the business of any member of the Eidos
Group remaining in full force and effect and there being no information of any
intention to revoke or not to renew the same at the time at which the Offer
becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied with;

(7) except as disclosed in the annual report and accounts of Eidos Group for the
financial year ended 30 June 2004 or as publicly announced by Eidos in
accordance with the Listing Rules before 22 March 2005 or as fairly disclosed to
SCi before 22 March 2005 (such information hereafter being referred to as being
"publicly announced"), there being no provision of any arrangement agreement,
licence or other instrument to which any member of the Eidos Group is a party or
by or to which any such member of any of its assets may be bound or be subject
and which, in consequence of the making or implementation of the Offer or the
proposed acquisition of any shares in, or control of, Eidos by SCi, or because
of a change in control or management of Eidos or otherwise, would or might
reasonably be expected to result in:

(a) any monies borrowed by, or any other indebtedness (actual or contingent) of
any member of the Eidos Group being or becoming repayable or capable of being
declared repayable immediately or prior to their or its stated repayment date or
the ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited;

(b) the creation or enforcement of any mortgage, charge or other security
interest over the whole of any part of the business, property or asset of any
member of the Eidos Group or any such security (whenever arising or having
arisen) becoming enforceable;

(c) any such arrangement, agreement, licence or instrument or the rights,
liabilities, obligations or interests of any member of the Eidos Group under any
such arrangement, agreement, licence or instrument (or any arrangement relating
to any such right, liability, obligation, interest or business) being terminated
or adversely modified or affected or any action being taken or any onerous
obligation arising under any of them;

(d) any asset or interest of any member of the Eidos Group being or failing to
be disposed of or charged or any right under which any such asset or interest
could be required to be disposed of or charged other than as required for the
purposes of normal trading;

(e) any member of the Eidos Group ceasing to be able to carry on business under
any name under which it presently does so; or

(f) the financial or trading position or prospects of any member of the Eidos
Group being adversely prejudiced or affected;

(8) save as publicly announced, no member of the Eidos Group having since 30
June 2004:

(a) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
(save for issues to Eidos or wholly owned subsidiaries of Eidos or the issue of
any Eidos Shares allotted upon the exercise of options so granted or redeemed,
purchased or reduced any part of its share capital);

(b) recommended, declared, made or paid or proposed to recommend, declare, make
or pay any bonus, dividend or other distribution whether payable in cash or
otherwise (other than to Eidos or a wholly owned subsidiary of Eidos);

(c) authorised, implemented, proposed or announced its intention to propose any
merger, demerger, reconstruction, amalgamation, scheme, commitment or (as
required for the purposes of normal trading) any acquisition or disposal or
transfer of assets or shares;

(d) merged with any body corporate or acquired or disposed of or transferred
(other than in the ordinary course of business) or mortgaged, charged or
encumbered any asset or (other than required for the purposes of normal trading)
any right, title or interest in any asset (including shares and trade
investments) or entered into or varied any agreement, arrangement, contract,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a loss making, long term or onerous nature magnitude, or
which involves or is likely to involve an obligation of such a nature or
magnitude otherwise than as required for the purposes of normal trading;

(e) entered into or varied any contract, transaction or arrangement (other than
as required for the purposes of normal trading) which would restrict the size
and nature of the business of any member of the Eidos Group;

(f) issued, authorised or proposed, or announced an intention to authorise or
propose the issue of any debenture or (save in the ordinary course of business
and save for transaction with other members of the Eidos Group) incurred any
indebtedness or contingent liability which results in the aggregate indebtedness
of the Eidos Group being greater than as stated in the annual report and
accounts of the Eidos Group for the financial year ended 30 June 2004;

(g) purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or reduced or made any other changes to any part
of its loan notes or share capital;

(h) made or announced any proposal to make, any change or addition to any
retirement death or disability benefit of or in respect of any of its directors,
employers, former directors or former employees;

(i) granted any lease or third party rights in respect of any of the leasehold
or freehold property owned or occupied by it or transferred or otherwise
disposed of any such property;

(j) made, or announced any proposal or entered into any arrangements to make,
any significant change to the rules of any Eidos Group employee share scheme or
share plan or other incentive arrangement or to the terms on which any
entitlement to receive benefits under any such scheme, plan or arrangement is
exercisable or may be awarded or obtained;

(k) taken any corporate action or had any legal proceedings started against it
for its winding up, dissolution or reorganisation or for the appointment or a
receiver administrator, administrative receiver, trustee or similar office
holder of all or part of its assets or revenues;

(l) been unable or admitted in writing that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(m) entered into or varied the terms of any service agreement with any director
of Eidos or with any senior executive of the Eidos Group;

(n) waived or compromised any claim; or

(o) entered into an agreement or legally binding commitment or passed any
resolution with respect of any of the transactions, matters or events referred
to above in this condition (8);

(9) since 30 June 2004 and except as publicly announced or disclosed in writing
to SCi before 22 March 2005:

(a) there having been no adverse change or deterioration in the business assets
and without limitation there having been no material deterioration in the cash
position of the Eidos Group or in the financial or trading position or profit or
prospects of the Eidos Group;

(b) there having been no litigation, arbitration proceedings, prosecution or
other legal proceedings, to which any member of the Eidos Group is a party
(whether as plaintiff or defendant or otherwise), which would or might
reasonably be expected to have a material adverse effect on the Eidos Group
taken as a whole and no such proceedings have been threatened against any member
of the Eidos Group;

(c) no contingent or other liability having arisen in respect of any member of
the Eidos Group which would or might reasonably be expected to have a material
adverse effect on the Eidos Group taken as a whole; and

(d) there having been no receiver, administrative receiver or other encumbrancer
appointed over any assets of any member of the Eidos Group or any analogous
proceedings or steps having taken place under the laws of any jurisdiction and
there having been no petition presented for the administration of any member of
the Eidos Group or any equivalent proceedings or steps taken under the laws of
any other jurisdiction, which might reasonably be expected to have a material
adverse effect on the Eidos Group taken as a whole; and

(10) SCi not having discovered:

(a) that any financial or business information concerning any member of the
Eidos Group which is contained in the information publicly disclosed at any time
by any member of the Eidos Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading which misrepresentation is material
to the context of the Eidos Group take as a whole (save in respect of any matter
which has been corrected by a subsequent public announcement made by Eidos in
accordance with the Listing Rules prior to 22 March 2005);

(b) that any past or present member of the Eidos Group has not complied with all
applicable legislation or regulations of any jurisdiction with regard to the
disposal, discharge, spillage, leak, or emission which has occurred of any waste
or hazardous substance or any substance likely to impair the environment or harm
human health, which non-compliance or any other disposal, discharge, spillage,
leak or emission would be likely to give rise to any liability (whether actual
or contingent) on the part of any member of the Eidos Group to an extent which
is material in the context of the Eidos Group taken as a whole; or

(c) that there is, or is likely to be, any liability (whether actual or
contingent) to make good, repair, reinstate or clean up property now or
previously owned, occupied or made use of by any past or present member of the
Eidos Group under environmental legislation, regulation, notice, circular or
order or any relevant authority to an extent which is material in the context of
the Eidos Group taken as a whole.

SCi reserves the right to waive in whole or in part all or any of conditions (4)
to (10) inclusive. The Offer will lapse unless conditions (2) to (10) have been
fulfilled or satisfied or (if capable of waiver) waived or, where appropriate,
determined by SCi to be or to remain satisfied by 11.59 p.m. on (i) the later of
the twenty-first day following the date of the first closing date of the Offer
and the date on which the Offer becomes or is declared unconditional as to
acceptances or (ii) such later date as SCi may, in accordance with the City Code
or with the consent of the Panel, decide. SCi shall not be obliged to treat any
condition as satisfied until the latest date for the fulfilment of all
conditions referred to in the previous sentence.

SCi reserves the right to make such changes to the conditions to the Offer
(including, without limitation, condition (1)) as would be necessary or
appropriate in order to comply with Rule 9 of the City Code in the event that
SCi is required to make an offer for Eidos Shares in accordance with such Rule.

Principal further terms of the Offer

All Eidos Shares to which the Offer relates will be acquired free from all
liens, charges and encumbrances and together with all rights now or subsequently
attaching to them, including the right to all dividends and other distributions
(if any) declared, made or paid on or after the date of this announcement.

The Offer will lapse if the proposed acquisition of Eidos by SCi is referred to
the Competition Commission before its first closing date or the date on which it
becomes or is declared unconditional as to acceptances, whichever is the later,
with the effect that the Offer will cease to be capable of further acceptance
and that Eidos Shareholders and SCi will then cease to be bound by prior
acceptances.

The terms of the Offer will comply with the provisions of the City Code.

                                   APPENDIX 2

                        SOURCES AND BASES OF INFORMATION

1. Estimated merger benefits with regard to the effect on earnings per share and
the cost base

In order to identify and estimate the cost savings arising from the combination
of the operations of SCi and Eidos, the SCi Directors have divided cost savings
into two principal areas:

- Executive board costs. Total remuneration for directors of Eidos in its most 
recent financial statements was #1.7 million. SCi believes that, in the light of 
its own management structure, these directors are not necessary to the success 
of the Enlarged Group.

- Other duplicate costs. Total administrative expenses for Eidos for its most 
recent financial year were #22.2 million. After allowing for executive board 
costs, noted above, SCi estimates that further annual cost savings of 
approximately #12.3 million may be made due to (a) the delisting of Eidos from 
the London Stock Exchange, (b) the termination of Eidos' NASDAQ listing, (c) 
efficiencies in duplicate costs, principally in the area of public company 
related overheads.

The estimated enhancement of SCi's earnings per share following the Offer
reflects not only cost savings but the proposed increased investment in Eidos'
titles, enabling the Enlarged Group to defer product launches to maximise the
quality of the games released.

The SCi Directors have constructed detailed "bottom up" estimates of cost
savings which they believe will be achieved from the proposed combination of the
two companies. Such estimates are based on public information, industry
benchmarks and their own knowledge of Eidos. These include:

- Eidos' published accounts for the year ended 30 June 2004.

- Eidos' interim statement for the six months ended 31 December 2004, announced
on 10 March 2005.

- Eidos' corporate website.

The estimated cost savings in the announcement should not be interpreted to mean
that the earnings per share of SCi following the combination will necessarily
match or exceed historical earnings per share of SCi.

Due to the scale of the combined SCi and Eidos operations, there may be
additional changes to the operating procedures of the Enlarged Group. As a
result, and the fact that the changes relate to the future, the resulting cost
savings and the effect on earnings per share may be materially greater or less
than those estimated.

The SCi Directors have not been able to discuss with the management of Eidos the
reasonableness of the bases of their assumptions to the extent they relate to
Eidos, supporting the cost base savings statement set out above. As a result the
inherent risks in relation to such forward looking statements are greater.


2. Letter from KBC Peel Hunt

                                                               KBC Peel Hunt Ltd
                                                            111 Old Broad Street
                                                                 London EC2N 1PH


The Directors                                                      22 March 2005
SCi Entertainment Group Plc
14 Ivory House
Plantation Wharf
London SW11 3TN

Dear Sirs

Offer for Eidos PLC

We refer to the statements of the estimated merger benefits with regard to the
effect on earnings per share and the cost base made by SCi Entertainment Group
Plc ("SCi") set out in the announcement dated 22 March 2005 ("the Statements"),
for which the directors of SCi are solely responsible.

We have discussed the Statements together with the relevant bases of belief
(including the assumptions and sources of information) with the directors of SCi
who developed the underlying plans. We have also reviewed the work carried out
by BDO Stoy Hayward LLP and have discussed with them the conclusions stated in
their letter of 22 March 2005 addressed to you and us concerning the Statements.

We have relied upon the accuracy and completeness of all the financial and other
information reviewed by us and have assumed such accuracy and completeness for
the purposes of rendering this letter.

We do not express any opinion as to the achievability of the estimated merger
benefits with regard to the effect on earnings per share and the cost base
identified by SCi.

This letter is provided solely to the directors of SCi in connection with Note 8
(b) to Rule 19.1 of the City Code on Takeovers and Mergers and for no other
purpose. We accept no responsibility to Eidos or its shareholders or any other
person other than the directors of SCi in respect of this letter.

On the basis of the foregoing, we consider that the Statements, for which the
directors of SCi are solely responsible, have been made with due care and
consideration in the context in which they were made.


Yours faithfully


For and behalf of KBC Peel Hunt Ltd


Simon Hayes
Director


3. Letter from BDO Stoy Hayward LLP

                                                  BDO Stoy Hayward LLP
                                                  8 Baker Street
                                                  London W1U 3LL

The Directors                                                      22 March 2005
SCi Entertainment Group Plc
14 Ivory House
Plantation Wharf
London SW11 3TN
The Directors
KBC Peel Hunt Ltd
111 Old Broad Street
London EC2N 1PH
Dear Sirs

Offer by KBC Peel Hunt Ltd on behalf of SCi Entertainment Group Plc ("SCi") for
Eidos PLC

We refer to the statements of the estimated merger benefits made by SCi set out
under the heading "SCi's plans for Eidos" with regard to the effect on earnings
per share and the cost base in section 4 of the announcement dated 22 March 2005
("the Statements") and the bases of preparation thereof set out in section 4 and
the notes thereto set out in Appendix 2 of the announcement.

Responsibilities

The Statements are the responsibility solely of the directors of SCi (the
"Directors").

It is our responsibility and that of KBC Peel Hunt Ltd to form our respective
opinions, as required by Note 8(b) to Rule 19.1 of the City Code on Takeovers
and Mergers ("The City Code"), as to whether the Statements have been made by
SCi with due care and consideration.

Basis of opinion

We conducted our work in accordance with the Statements of Investment Circular
Reporting Standards issued by the Auditing Practices Board.

We have discussed the Statements together with the relevant bases of belief
(including the assumptions and sources of information summarised in notes 1 and
2 to the Statements and Appendix 2 to the announcement) with the Directors of
SCi who developed the underlying plans and with KBC Peel Hunt Ltd. The
Statements are subject to uncertainty as described in notes 1 and 2 to the
Statements and Appendix 2 to the announcement and our work did not involve any
independent examination of any of the financial or other information underlying
the Statements. We have also considered the letter dated 22 March 2005 from KBC
Peel Hunt Ltd concerning the Statements.

We do not express any opinion as to the achievability of the merger benefits
estimated by SCi. The actual merger benefits achieved may be different from
those anticipated in the Statements and the differences may be material.

Opinion

In our opinion, based on the foregoing and in the form and context in which it
is made, the Statements of SCi have been made with due care and consideration.
Our work in connection with the Statements has been undertaken solely for the
purposes of reporting under Note 8(b) to Rule 19.1 of the City Code to SCi and
KBC Peel Hunt Ltd. We accept no responsibility to Eidos PLC or its shareholders
or any other person, other than SCi and KBC Peel Hunt Ltd, in respect of,
arising out of, or in connection with, that work.


Yours faithfully



BDO Stoy Hayward LLP
Chartered Accountants


                                   APPENDIX 3

                                  DEFINITIONS

The following definitions apply throughout this document, unless the context
otherwise requires:

"Admission"                   the admission of the Offer Shares to the Official
                              List and to trading on the London Stock Exchange's
                              market for listed securities

"Application Form"            the application form in respect of the Open Offer
                              to be sent to Qualifying SCi Shareholders with the
                              Prospectus

"Board" or "Directors"        the directors of SCi

"City Code"                  the City Code on Takeovers and Mergers

"Companies Act"               the Companies Act 1985

"Eidos"                       Eidos PLC

"Eidos Board" or "Eidos       the existing directors of Eidos

Directors"

"Eidos Group"                 Eidos and its subsidiary undertakings

"Eidos Shares"                unconditionally allotted fully paid ordinary shares
                              of two pence each in the capital of Eidos and any
                              further such ordinary shares which are
                              unconditionally allotted or issued at or before the
                              time at which the Offer ceases to be open for
                              acceptance (or such earlier date or time not being
                              earlier than the date on which the Offer becomes or
                              is declared unconditional as to acceptances or, if
                              later, the first closing date of the Offer, as SCi
                              may, subject to the City Code, decide) including
                              such further ordinary shares as may be
                              unconditionally allotted or issued pursuant to the
                              exercise of options under any Eidos share option
                              scheme or otherwise

"Eidos Shareholders"          holders of Eidos Shares

"Existing Ordinary Shares"    Ordinary Shares in existence at the date of this
                              document

"Extraordinary General        the extraordinary general meeting of SCi to be held
Meeting"                      in connection with the Offer and the Placing and
                              Open Offer

"Form of Acceptance"          the form of acceptance and authority relating to
                              the Offer

"Issue Price"                 300p per Placing and Open Offer Share

"KBC Peel Hunt"               KBC Peel Hunt Ltd

"Listing Rules"               the listing rules of the UK Listing Authority

"London Stock Exchange"       London Stock Exchange plc

"New SCi Shares"              together, the Offer Shares and the Placing and Open
                              Offer Shares

"Offer"                       the offer to be made by KBC Peel Hunt on behalf of
                              SCi to acquire all the Eidos Shares on the terms
                              and subject to the conditions to be set out or
                              referred to in the Offer Document and, where the
                              context requires, any subsequent revision,
                              variation, extension or renewal thereof

"Offer Document"              the document containing the Offer to be posted to
                              Eidos Shareholders

"Offer Shares"                new Ordinary Shares to be issued pursuant to, or as
                              a consequence of, the Offer

"Official List"               the list maintained by the UK Listing Authority for
                              the purposes of Part VI of the Financial Services
                              and Markets Act 2000

"Open Offer"                  the conditional invitation to be made to Qualifying
                              Shareholders to apply to subscribe for Open Offer
                              Shares on the terms to be set out in the Prospectus
                              and the Application Form

"Open Offer Shares"           the 3,364,257 new Ordinary Shares to be made
                              available to Qualifying Shareholders under the Open
                              Offer

"Ordinary Shares" or "SCi     ordinary shares of 5p each in the capital of SCi
Shares"

"Overseas Shareholders"       Shareholders with registered addresses in, or who
                              are citizens, residents or nationals of,
                              jurisdictions outside the UK

"Panel"                       the Panel on Takeovers and Mergers

"Placing"                     the conditional placing by KBC Peel Hunt of the
                              Placing Shares, subject (in the case of the Open
                              Offer Shares) to the entitlements of Qualifying
                              Shareholders under the Open Offer

"Placing Agreement"           the conditional agreement dated22 March 2005
                              between the Company and KBC Peel Hunt relating to
                              the Placing and other matters

"Placing and Open Offer"      together, the Placing and the Open Offer

"Placing and Open Offer       together, the Placing Shares and the Open Offer
Shares"                       Shares

"Placing Shares"              the 16,666,666 new Ordinary Shares being placed by
                              KBC Peel Hunt

"Prospectus"                  the document to be posted to Eidos Shareholders and
                              SCi Shareholders comprising (i) a prospectus
                              relating to SCi and the New SCi Shares and (ii) a
                              circular to SCi Shareholders

"Qualifying Shareholders"     SCi Shareholders whose names appear on the register
                              of members of the Company on the Record Date (save
                              as otherwise provided in relation to certain
                              Overseas Shareholders)

"Record Date"                 the record date for the Open Offer, currently
                              expected to be the close of business on 22 March
                              2005

"Resolution"                  the special resolution to be proposed at the
                              Extraordinary General Meeting

"SCi" or "SCi                 SCi Entertainment Group Plc
Entertainment"

"SCi Board" or "SCi           the directors of SCi
Directors"

"SCi Group"                   SCi and its subsidiary undertakings

"SCi Shareholders"            holders of Ordinary Shares

"UK Listing Authority"        the FSA acting in its capacity as the competent
                              authority for the purposes of Part VI of the
                              Financial Services and Markets Act 2000


For the purpose of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking", and "associated undertaking" have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A
of the Companies Act).

END


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            The company news service from the London Stock Exchange
END
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