Recommended Cash Offer

RNS Number:0445K
Elevation Partners, L.P.
21 March 2005


                                                                  21 March, 2005
  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
                        FROM AUSTRALIA, CANADA OR JAPAN

                           Recommended Cash Offer by

                                EM Holding Corp.

                  a company formed by Elevation Partners, L.P.

                                      for

                          Eidos Public Limited Company

Summary

*  The Directors of EM Holding and Eidos announce that they have reached 
   agreement on the terms of a recommended cash offer of 50 pence (approximately 
   $0.96) for each Eidos Share and each Eidos ADS (each Eidos ADS representing 
   1 Eidos Share) for the whole of the issued and to be issued share capital of 
   Eidos (the "Offer"). This values the whole of the issued share capital of 
   Eidos at approximately #71.0 million (approximately $136.3 million).

*  The Offer price of 50 pence per Eidos Share represents a premium of
   approximately 27.4 per cent. to the Closing Price of 39.25 pence per Eidos 
   Share (approximately $0.75) on 18 March, 2005, the last business day prior 
   to the date of this announcement.

*  The Offer will be effected by means of a scheme of arrangement although EM
   Holding reserves the right to elect to implement the Offer by way of a 
   takeover offer (within the meaning of section 428 of the Companies Act).

*  The Directors of Eidos, who have been so advised by UBS Investment Bank,
   financial adviser to Eidos, consider the terms of the Offer to be fair and
   reasonable and unanimously recommend that Eidos Shareholders and holders of
   Eidos ADSs vote in favour of the resolutions to be proposed at the Court
   Meeting, as they have irrevocably undertaken to do with respect to their own
   beneficial holdings of Eidos Shares. In providing advice to the Directors of
   Eidos, UBS Investment Bank has taken into account the commercial assessments 
   of the Directors of Eidos.

Commenting on the Offer, John Riccitiello, Managing Director of Elevation
Partners, L.P., said today:

"We are pleased to be able to make this cash offer and believe it is in the best
interests of Eidos shareholders, employees and customers."

Commenting on the Offer, John van Kuffeler, Chairman of the Board of Eidos, said
today:

"I am pleased to announce the cash offer by EM Holding Corp. and bring to an end
the uncertainty which the Company, its shareholders and employees have endured
during recent months. Our recent interim results reflect the financial and
strategic issues facing Eidos. The Board firmly believes that shareholders'
interests are best served by a sale of the Company."

Enquiries
EM Holding Corp.
and
Elevation Partners, L.P.
Kevin Albert [phone]
Smithfield Consultants Limited
John Antcliffe [phone]

Lehman Brothers
(financial adviser to EM Holding)
Tom Flanagan [phone]
Chris Nicholls [phone]

Eidos Public Limited Company [phone]
John van Kuffeler, Chairman
Mike McGarvey, CEO

Brunswick (UK) [phone]
Jonathan Glass
Wendel Verbeek

Brunswick (NY) [phone]
Nina Devlin

UBS Investment Bank [phone]
(financial adviser to Eidos)
Adrian Haxby
Benjamin Robertson

This summary should be read in conjunction with the full text of the following
announcement.

This announcement has been prepared for the purpose of complying with the laws
of England and Wales 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 a jurisdiction outside England and
Wales.

Lehman Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for EM Holding and no one else in connection with
the Offer and will not be responsible to anyone other than EM Holding for
providing the protections afforded to clients of Lehman Brothers or for
providing advice in connection with the Offer.

UBS Investment Bank is acting for Eidos and no one else in connection with the
Offer and will not be responsible to anyone other than Eidos for providing the
protections afforded to clients of UBS Investment Bank or for providing advice
in connection with the Offer.

The availability of the Offer to Eidos Shareholders and holders of Eidos ADSs
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Eidos Shareholders and holders of Eidos ADSs who are not
so resident should inform themselves about and observe such applicable
requirements.

The full terms and conditions of the Offer (including details of how approval of
the Scheme may be effected) will be set out in the Scheme Document. In deciding
whether or not to approve the Scheme (including Eidos Shares represented by
Eidos ADSs), Eidos Shareholders and holders of Eidos ADSs should rely only on
the information contained, and procedures described, and the terms and
conditions set out, in the Scheme Document.

EIDOS SHAREHOLDERS AND HOLDERS OF EIDOS ADSs ARE STRONGLY ADVISED TO READ THE
SCHEME DOCUMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.

This announcement does not constitute an offer or invitation to purchase any
securities or the solicitation of any vote for approval in any jurisdiction. The
Offer is being made solely by the Scheme Document.

Appendix III contains the definitions of terms used in this announcement.

Not for release, publication or distribution in, into or from Australia, Canada
or Japan.

The Panel wishes to draw attention to certain UK dealing disclosure requirements
in relation to the Offer. The announcement by Eidos on 3 August, 2004 that it
was in discussions with third parties commenced the offer period in accordance
with the City Code, which is published and administered by the Panel. The offer
period is deemed to commence at the time when an announcement is made of a
proposed or possible offer, with or without terms. An announcement by the board
of a company that it is seeking potential offers will be treated as the
announcement of a potential offer.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8.3 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, 1 per cent. or more of any class of relevant
securities of Eidos. Relevant securities include Eidos Shares, Eidos ADSs,
securities of Eidos carrying conversion or subscription rights into Eidos
Shares, options in respect of and derivatives referenced to Eidos Shares. In the
case of the Offer, this requirement will apply until the Effective Date.

Disclosure should be made on an appropriate form by not later than 12 noon
(London time) on the business day following the date of the dealing transaction.
These disclosures should be sent to the Company Announcements Office of the
London Stock Exchange (fax number: [phone]). Disclosure Forms and
further advice can be obtained from the Panel (tel.: [phone]).


                                                                  21 March, 2005

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
                        FROM AUSTRALIA, CANADA OR JAPAN

                           Recommended Cash Offer by

                                EM Holding Corp.

                  a company formed by Elevation Partners, L.P.

                                      for

                          Eidos Public Limited Company

1. Introduction

The Boards of EM Holding and Eidos today announce the terms of a recommended
cash offer, to be made by EM Holding, to acquire the whole of the issued and to
be issued share capital of Eidos.

2. Summary of the terms of the Offer

The Offer is to be effected by way of a scheme of arrangement of Eidos under
section 425 of the Companies Act. The purpose of the Scheme is to enable EM
Holding to acquire the whole of the issued share capital of Eidos. Under the
terms of the Scheme, the Eidos Shares will be cancelled, and upon the Scheme
becoming effective, Eidos Shareholders will receive:

                    for each Eidos Share and each Eidos ADS

                     50 pence (approximately $0.96) in cash

The Offer values the entire existing issued share capital of Eidos at
approximately #71.0 million (approximately $136.3 million).

The Offer price of 50 pence per Eidos Share represents a premium of
approximately 27.4 per cent. to the Closing Price of 39.25 pence (approximately
$0.75) per Eidos Share on 18 March, 2005, the last business day prior to the
date of this announcement.

The Eidos Shares will be cancelled or transferred to EM Holding under the Scheme
credited as fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and other interests and together with all rights now and
subsequently attaching to the Eidos Shares, including the right to receive and
retain all dividends and other distributions declared, made or paid after the
date of this announcement.

The Directors of Eidos, who have been so advised by UBS Investment Bank,
financial adviser to Eidos, consider the terms of the Offer to be fair and
reasonable and unanimously recommend that Eidos Shareholders and holders of
Eidos ADSs vote in favour of the resolutions to be proposed at the Court Meeting
as they have irrevocably undertaken to do with respect to their own beneficial
holdings of Eidos Shares. In providing advice to the Directors of Eidos, UBS
Investment Bank has taken into account the commercial assessments of the
Directors of Eidos.

3. Irrevocable undertakings

The Offeror has received irrevocable undertakings to vote in favour of the
Scheme from the Directors of Eidos in respect of their beneficial interests in
an aggregate of 3,041,687 Eidos Shares, representing approximately 2.14 per
cent. of the current issued share capital of Eidos. The irrevocable undertakings
will not cease to be binding if a higher offer is made for Eidos.

4. Background to, and reasons for, the Offer

Elevation Partners believes that the best course of action for Eidos is to
become a private company for the next few years so that it is not burdened with
the pressure of half yearly reporting. This will enable the Company to develop
games on a schedule which permits maximum creative flexibility. Elevation
Partners intends to delay the shipment dates of most of the titles which the
Company has under development in order to accomplish the above.

5. Background to the recommendation of the Offer

Introduction
On 16 June, 2004, the Board of Eidos announced that, following the disappointing
performance of certain titles, it was to undertake a strategic review of the
Company's business and prospects. In particular, the Board noted that the trends
in the entertainment software market meant that franchise scale and diversity,
aligned to financial strength, had become ever more critical factors in
determining success. Moreover, it was noted that the continuing need to invest
heavily in Research & Development ahead of the next hardware cycle had resulted
in an increased dependence on the timely scheduling and successful performance
of launched titles.

During the course of the strategic review, the Board concluded that the outlook
for the Company to continue to compete as an independent entity was challenging.
In particular, the Company's lack of size, its dependence on the performance of
relatively few key titles, the ongoing high level of development expenditure
required, and the unpredictable performance of key title releases, were
important factors that were considered by the Board in reaching this view. As a
consequence, the Board concluded that shareholders' interests would be best
served by a sale of the Company and undertook an extensive process of
discussions involving, in certain cases, considerable due diligence access with
potential purchasers.

Following this process, which has taken over eight months to complete, the Board
has reached agreement with EM Holding on the terms of a recommended cash offer
of 50 pence per Eidos Share to be made for the entire issued share capital of
Eidos, valuing the Company at approximately #71.0 million.


Interim results

The Company announced its interim results for the six months to 31 December,
2004 on 11 March, 2005. These showed that the Company had made an operating loss
before amortisation of goodwill of #26.5 million for the period, reflecting the
light release schedule, the slippage of certain titles and the disappointing
performance of others and the continued investment in game development during
the period. The Company also reported that its cash balances had fallen to #11.8
million at 31 December, 2004.

Financing needs
In view of the anticipated working capital requirements of the Company arising
from the required ongoing development expenditure and the need to invest in
finished goods inventory ahead of its proposed new anticipated release dates,
the Board announced on 10 March, 2005 that it had received credit approval for a
new short term working capital facility of up to #23 million until 30 June, 2005
to meet the Company's immediate liquidity needs (the "Facility"). Under the
terms of the Facility, which was entered into on 14 March, 2005, RBS has the
right to require the Company to undertake an orderly disposal of assets and/or
intellectual property of an amount equal to the Facility plus associated fees in
the event that the current Offer by the Offeror lapses.

The Company continues to be reliant upon the Facility to fund its working
capital needs until completion of the Offer. Whilst the Board has received
indications from RBS that it intends to provide funding within the terms of the
Facility, if for any reason continued funding from RBS ceased to be available,
the Company may not have sufficient working capital for its needs.

Release schedule and outlook
Since the announcement of the strategic review some further slippage to the
title release schedule occurred in respect of certain titles, most notably the
PC version of Championship Manager 5, which was delayed from its originally
planned launch date in October 2004 to its new release date of 18 March, 2005.

Moreover, as announced on 10 March, 2005, the Board has now decided to defer the
scheduled release of the next iteration of Lara Croft Tomb Raider and Hitman:
Blood Money, together with 25 to Life and Just Cause (both new IP) until the
financial year ending June 2006. These deferrals result from three principal
considerations: the need to work within the constraints of the Facility; the
distraction to management, the business and the game development teams caused by
the strategic review process; and the desire to optimise the timing of release
of key franchises. As a result of these deferrals, significant revenue and
operating profit will be transferred into the next financial year, ending 30
June, 2006, resulting in a substantial negative effect on the Company's expected
financial results for the current financial year.

The Company's employees and operating performance have been negatively affected
by the uncertainty in relation to its future. Whilst management has done its
best to retain key employees in the business, this has not been without
considerable strain and some key employees have been lost in recent months. The
Board believes that it is imperative to the business that this situation is
stabilised rapidly.

Conclusions and recommendation
Given the Company's recent operating and financial performance and the
uncertainty surrounding its ability to meet near term expected capital
requirements, the Board continues to believe that the prospects for Eidos as an
independent company remain extremely uncertain and that a sale of the business
remains in the best interests of shareholders. Despite the extensive sale
process described above, none of the discussions with other parties have
resulted in a more certain or attractive offer being received.

In the light of the foregoing, the Directors, who have been so advised by UBS
Investment Bank, financial adviser to Eidos, consider the terms of the Offer to
be fair and reasonable and unanimously recommend that Eidos Shareholders and
holders of Eidos ADSs vote in favour of the resolution to be proposed at the
Court Meetings as they have irrevocably undertaken to do in respect of their own
holdings of Eidos Shares. In providing advice to the Directors, UBS Investment
Bank has taken into account the commercial assessments of the Directors.

6. Information on the Eidos Group

Eidos is a developer and publisher of entertainment software, with a portfolio
of game titles for PC, PlayStation, GameCube, Xbox and N-Gage. Eidos is the
largest developer of original video gaming content in the United Kingdom, and
has publishing operations in the United Kingdom, France, Germany, Spain, the
United States, Japan and Australia.

For the period to 31 December, 2004 (the reference date for the most recent
interim results published by the Eidos Group), the Eidos Group reported a total
operating loss of #29.2 million (year to 30 June, 2004: loss of #3.6 million)
and a loss on ordinary activities before taxation of #28.7 million (year to 30
June, 2004: loss of #2.0 million). Shareholders' funds as at 31 December, 2004
were #43.0 million (as at 30 June, 2004: #71.9 million).

The approximate US dollar values for the amounts set out in the immediately
preceding paragraph are as follows: total operating loss of $56.1 million (year
to 30 June, 2004: $6.9 million) and a loss on ordinary activities before
taxation of $55.1 million (year to 30 June, 2004: loss of $3.8 million).
Shareholders' funds as at 31 December, 2004 were $82.6 million (as at 30 June,
2004: $138.0 million). The #/$ conversion rate applied in this announcement is
set out at Appendix II.

7. Information on EM Holding and its financing

EM Holding is a corporation incorporated in the state of Delaware in the United
States which has recently been formed for the purpose of making the Offer. EM
Holding is owned and controlled by Elevation Partners, L.P. and its directors
are John Riccitiello, Bret Pearlman and Marc Bodnick. The Offer is being
financed out of cash resources being made available to EM Holding by funds
managed by Elevation Partners, L.P. and its affiliated investment funds.

8. Information on Elevation Partners, L.P.

Elevation Partners, L.P. is a private equity firm formed in 2004 for the purpose
of making large-scale investments in market-leading media, entertainment, and
consumer-related businesses. Elevation Partners' focus is on investing in
intellectual property and content oriented businesses where it can partner with
management to enhance growth and profitability through a combination of
strategic capital and operational insight. Elevation Partners has over
$1 billion in committed capital.

Elevation Partners brings together a team that has a demonstrated record of
excellence in media, entertainment and technology. The principals of Elevation
Partners include: (i) John Riccitiello, the former President and Chief Operating
Officer of Electronic Arts, the global market leader in the interactive
entertainment industry, and Fred Anderson, the former Executive Vice President
and Chief Financial Officer of Apple Computer, one of the leading companies in
the personal computing, electronic media, and music industries; (ii) Roger
McNamee, a co-founder, and Marc Bodnick, a founding principal, of Silver Lake
Partners, the leading private equity firm focused on technology and related
growth companies; (iii) Bret Pearlman, a former Senior Managing Director from
The Blackstone Group, the largest private equity firm in the world; and (iv)
Bono, one of the most successful artists and creative leaders in the history of
the global entertainment industry.

9. Implementation of the Scheme

The Offer is being effected by means of a scheme of arrangement of Eidos under
section 425 of the Companies Act. The Scheme will be subject to the conditions
in Appendix I.

The Scheme will require approval by Eidos Shareholders at the Court Meeting.
These resolutions must be approved by a majority in number representing at least
three-fourths in value of the Eidos Shares held by those holders of Eidos Shares
present and voting, either in person or by proxy, at the Court Meeting. The
Scheme must also be sanctioned by the Court.

In addition, the Scheme will require separate approval by the passing of
resolutions at the EGM.

The Scheme will only become effective, if all of the conditions set out in
Appendix I have been satisfied or waived (to the extent possible). The Scheme
will become effective upon the delivery to the Registrar of Companies of a copy
of the Order of the Court sanctioning the Scheme and confirming the related
reduction of capital, and the registration of such Order.

If the Scheme becomes effective, it will be binding on all Eidos Shareholders
irrespective of whether or not they attend or vote in favour of the Scheme at
the Court Meeting or in favour of the special resolutions to be proposed at the
EGM.

10. Inducement fee

As an inducement to Elevation Partners, L.P. to make the Offer, Elevation
Partners, L.P. and Eidos have entered into an agreement under which Eidos has
agreed to pay to Elevation Partners, L.P. a sum equal to 1% of the fully diluted
value of the Offer if the Offer is not made, lapses, is withdrawn or does not
become wholly unconditional by 30 June, 2005 (other than as a result of
non-satisfaction of the provisions in paragraph 2(a) of the conditions to the
Offer set out in Appendix I or specified defaults by Elevation Partners). If any
amounts become payable in such an event, credit will be given for amounts paid
out pursuant to an earlier agreement between Eidos and Elevation Partners, L.P.
dated 9 December, 2004 under which Eidos agreed to pay Elevation Partners US$1
million to induce it to carry out due diligence on Eidos with a view to
considering whether to make an offer for the share capital of Eidos.

11. Directors and employees

The EM Holding Board confirmed that the existing contractual employment rights,
including pension rights, of all employees of the Eidos Group will be fully
safeguarded.

Elevation Partners has indicated to certain members of the executive management
team and employees of Eidos that it is interested in them continuing to
participate in the management of the business going forward. Elevation Partners
has made no commitment and no agreements have been entered into in this regard,
although it may choose to make appropriate offers in due course.

12. Eidos Share Option Schemes

If the Scheme becomes effective, options granted under the Eidos Share Option
Schemes will become exercisable (if not already exercisable) after the Scheme is
sanctioned by the Court. Any shares in Eidos issued after the Effective Date
upon exercise of the options will pass to EM Holding (or its nominee(s)) on the
same terms as the Scheme. A letter will be sent to participants in the Eidos
Share Option Schemes, to inform them of the effect of the Offer on their rights
under the Eidos Share Option Schemes and to set out appropriate proposals to be
made to the holders of options.

13. Disclosure of interests in Eidos

Neither EM Holding nor any of the Directors of EM Holding nor, so far as the
Directors of EM Holding are aware, any party acting in concert with EM Holding,
owns or controls any Eidos Shares or holds any options to purchase Eidos Shares
or has entered into any derivative transaction referenced to securities of Eidos
which remains outstanding.

Save for the irrevocable undertakings referred to in paragraph 3 and the
disclosure of interests set out above, neither EM Holding nor, so far as the
directors of EM Holding are aware, any person acting in concert with it owns or
controls any Eidos Shares or any securities convertible or exchangeable into
Eidos Shares or any rights to subscribe for or purchase, or options (including
traded options) in respect of, or derivatives referenced to, any such shares
("Relevant Eidos Securities") nor does any such person have any arrangement in
relation to Relevant Eidos Securities. For these purposes, "arrangement"
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Relevant Eidos Securities
which may be an inducement to deal or refrain from dealing in such securities.

14. General

The formal documentation setting out the details of the Offer, including the
Scheme Document setting out the procedures to be followed to approve the Offer,
and the Forms of Proxy, will be posted to Eidos Shareholders as soon as is
practicable.

The definitions of certain expressions used in this announcement and the sources
and bases for certain information contained in this announcement are set out in
Appendices II and III.

Enquiries
EM Holding Corp.
and
Elevation Partners, L.P.
Kevin Albert [phone]
Smithfield Consultants Limited
John Antcliffe [phone]

Lehman Brothers
(financial adviser to EM Holding)
Tom Flanagan [phone]
Chris Nicholls [phone]

Eidos Public Limited Company [phone]
John van Kuffeler, Chairman
Mike McGarvey, CEO

Brunswick (UK) [phone]
Jonathan Glass
Wendel Verbeek

Brunswick (NY) [phone]
Nina Devlin

UBS Investment Bank [phone]
(financial adviser to Eidos)
Adrian Haxby
Benjamin Robertson

This announcement has been prepared for the purpose of complying with the laws
of England and Wales 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 a jurisdiction outside England and
Wales.

Lehman Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for EM Holding and no one else in connection with
the Offer and will not be responsible to anyone other than EM Holding for
providing the protections afforded to clients of Lehman Brothers or for
providing advice in connection with the Offer.

UBS Investment Bank is acting for Eidos and no one else in connection with the
Offer and will not be responsible to anyone other than Eidos for providing the
protections afforded to clients of UBS Investment Bank or for providing advice
in connection with the Offer.

The availability of the Offer to Eidos Shareholders and holders of Eidos ADSs
who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Eidos Shareholders and holders of Eidos ADSs who are not
so resident should inform themselves about and observe such applicable
requirements.

The full terms and conditions of the Offer (including details of how approval of
the Scheme may be effected) will be set out in the Scheme Document. In deciding
whether or not to approve the Scheme (including Eidos Shares represented by
Eidos ADSs), Eidos Shareholders and holders of Eidos ADSs should rely only on
the information contained, the terms and conditions set out, and procedures
described, in the Scheme Document.

EIDOS SHAREHOLDERS AND HOLDERS OF EIDOS ADSs ARE STRONGLY ADVISED TO READ THE
SCHEME DOCUMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.

This announcement does not constitute an offer or invitation to purchase any
securities or the solicitation of any vote for approval in any jurisdiction. The
Offer is being made solely by the Scheme Document.

Appendix III contains the definitions of terms used in this announcement.

Not for release, publication or distribution in, into or from Australia, Canada
or Japan.

The Panel wishes to draw attention to certain UK dealing disclosure requirements
in relation to the Offer. The announcement by Eidos on 3 August, 2004 that it
was in discussions with third parties commenced the offer period in accordance
with the City Code, which is published and administered by the Panel. The offer
period is deemed to commence at the time when an announcement is made of a
proposed or possible offer, with or without terms. An announcement by the board
of a company that it is seeking potential offers will be treated as the
announcement of a potential offer.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8.3 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, 1 per cent. or more of any class of relevant
securities of Eidos. Relevant securities include Eidos Shares, Eidos ADSs,
securities of Eidos carrying conversion or subscription rights into Eidos
Shares, options in respect of and derivatives referenced to Eidos Shares. In the
case of the Offer, this requirement will apply until the Effective Date.

Disclosure should be made on an appropriate form by not later than 12 noon
(London time) on the business day following the date of the dealing transaction.
These disclosures should be sent to the Company Announcements Office of the
London Stock Exchange (fax number: [phone]). Disclosure Forms and
further advice can be obtained from the Panel (tel.: [phone]).

                                   APPENDIX I

          Conditions to the implementation of the Offer and the Scheme

The Offer will be conditional upon the Scheme becoming unconditional and the
Effective Date occurring by no later than 30 June, 2005 or such later date (if
any) as EM Holding and Eidos may agree and the Court may allow.

Part A: Conditions of the Offer and the Scheme

1. The Offer and the Scheme will be subject to the following conditions:

(a) the approval by a majority in number representing not less than
three-fourths in value of the holders of Eidos Shares present and voting,
whether in person or by proxy, at the Court Meeting;

(b) the special resolutions required to approve and implement the Scheme being
passed by the requisite majority at the EGM;

(c) the sanction of the Scheme and the confirmation of the reduction of capital
by the Court (in both cases with or without modifications, on terms reasonably
satisfactory to Eidos and EM Holding), an office copy of the Order being
delivered for registration to the Registrar of Companies and registration of the
Order confirming the reduction of capital involved in the Scheme with the
Registrar of Companies.

2. Eidos and EM Holding have agreed that, subject to the provisions of paragraph
3 below, the Offer is also conditional upon, and accordingly the necessary
action to make the Scheme effective will only be taken on, the satisfaction or
waiver as referred to below of the following conditions prior to the Scheme
being sanctioned by the Court:

(a) All necessary filings having been made and all or any applicable waiting
periods (including any extensions thereof) under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the
regulations made thereunder having expired, lapsed or been terminated as
appropriate, in each case in respect of the Offer and the proposed acquisition
of Eidos Shares, or control of Eidos, by EM Holding.

(b) No order or judgment of any court or governmental, statutory or regulatory
body having been issued or made prior to the Effective Date occurring, and no
legal or regulatory requirements remaining to be satisfied, other than the
obtaining of any non-mandatory or post-Effective Date merger control consent,
which has the effect of making unlawful or otherwise prohibiting the Offer.

(c) EM Holding obtaining any such clearances as it may in its sole discretion
consider to be necessary or appropriate to obtain from the competent authority
(ies) of each of the EU Member States or of any other countries which have
jurisdiction to investigate the proposed acquisition of Eidos by EM Holding.

(d) Save as otherwise fairly disclosed in writing to EM Holding prior to 21
March, 2005 by any member of the Eidos Group, or as otherwise publicly announced
by Eidos (by delivery of an announcement to a Regulatory Information Service),
or save as disclosed in the Eidos Interim Accounts, there being no provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the wider Eidos Group is a party or by or to which any such member or
any of its assets is or may be bound, entitled or subject, which in consequence
of the Offer or the proposed acquisition of any shares or other securities in
Eidos or because of a change in the control or management of Eidos or otherwise,
would or might reasonably be expected to result in, in any case, to an extent
that is or would be material in the context of the wider Eidos Group taken as a
whole:

(i)                   any moneys borrowed by or any other indebtedness (actual
or contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;

(ii)                 any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or modified or affected or any obligation or
liability arising or any action being taken thereunder;

(iii)                any assets or interests of any such member being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged, in each case, other
than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such security (whenever arising or having arisen) being
enforced or becoming enforceable;

(v)                  the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so; or

(viii)             the creation of any liability, actual or contingent, by any
such member,

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Eidos Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would be reasonably likely to result
in any of the events or circumstances as are referred to in sub-paragraphs (i)
to (viii) of this paragraph (d);

(e) No government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having decided to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference,
or enacted, made or proposed any statute, regulation, decision or order, or
having taken any other steps and there not continuing to be any statute,
regulation, order or decision which would or might reasonably be expected to:

(i)                   require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
wider Elevation Group (as a result of or in connection with the Offer) or any
member of the wider Eidos Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the ability of any of
them to conduct their respective businesses (or any of them) or to own any of
their respective assets or properties or any part thereof, to an extent which is
material in the context of the wider Elevation Group as a whole or the wider
Eidos Group as a whole (as the case may be);

(ii)                 require, prevent or delay the divestiture by any member of
the wider Elevation Group of any shares or other securities in Eidos, to an
extent which is material in the context of the wider Elevation Group as a whole;

(iii)                impose any limitation on, or result in a delay in, the
ability of any member of the wider Elevation Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in respect
of shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the wider Eidos Group or (as a result of or
in connection with the Offer) the wider Elevation Group or to exercise
management control over any such member, to an extent which is material in the
context of the wider Elevation Group as a whole;

(iv) otherwise materially adversely affect the business, assets, profits or
prospects of the wider Elevation Group taken as a whole (as a result of or in
connection with the Offer) or the wider Eidos Group taken as a whole;

(v)                  make the Offer or its implementation or the acquisition or
proposed acquisition by EM Holding or any member of the wider Elevation Group of
any shares or other securities in, or control of Eidos void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, materially restrain, restrict, prohibit, delay or otherwise
materially interfere with the same, or impose additional conditions or
obligations with respect thereto, or otherwise challenge or interfere therewith,
in any such case to an extent which is material in the context of the Elevation
Group taken as a whole;

(vi)                require any member of the wider Elevation Group or the wider
Eidos Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider Eidos Group or (as a result
of or in connection with the Offer) the wider Elevation Group owned by any third
party, to an extent which is material in the context of the wider Elevation
Group taken as a whole or the wider Eidos Group taken as a whole (as the case
may be);

(vii)               impose any limitation on the ability of any member of the
wider Eidos Group to co-ordinate its business, or any part of it, with the
businesses of any other members to an extent which is material in the context of
the wider Eidos Group as a whole; or

(viii)             result in any member of the wider Eidos Group ceasing to be
able to carry on business under any name under which it presently does so to an
extent which is material in the context of the wider Eidos Group taken as a
whole,

and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other step under
the laws of any jurisdiction in respect of the Offer or the acquisition or
proposed acquisition of any Eidos Shares having expired, lapsed or been
terminated;

(f) all necessary filings or applications having been made in connection with
the Offer, all statutory or regulatory obligations in any jurisdiction having
been complied with and all applicable waiting periods (including any extensions
thereof) under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated, in each case in connection with the
Offer or the acquisition by any member of the wider Elevation Group of any
shares or other securities in, or control of, Eidos and all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals ("Authorisations") reasonably necessary for or in
respect of the Offer or the proposed acquisition of any shares or other
securities in, or control of, Eidos by any member of the wider Elevation Group
or the carrying on of the business of any member of the wider Eidos Group by any
member of the wider Elevation Group having been obtained on terms and in a form
reasonably satisfactory to EM Holding from all appropriate Third Parties or
persons or bodies with whom any member of the wider Eidos Group or the wider
Elevation Group has entered into contractual arrangements in each case where the
absence of such Authorisations would be material in the context of the wider
Eidos Group taken as a whole and all such Authorisations reasonably necessary to
carry on the business of any member of the wider Eidos Group remaining in full
force and effect and all filings reasonably necessary for such purpose having
been made and there being no notice or intimation of any intention or proposal
to revoke, suspend, modify or not to renew any of the same at the time at which
the Offer becomes otherwise unconditional in all respects and all reasonably
necessary statutory or regulatory obligations in any jurisdiction having been
complied with save in each case to an extent that is not material in the context
of the wider Eidos Group taken as a whole;

(g) except as publicly announced by Eidos (by delivery of an announcement to a
Regulatory Information Service) prior to 21 March, 2005, or as disclosed in the
Eidos Interim Accounts, no member of the wider Eidos Group having, since 30
June, 2004:

(i)                   save as between Eidos and wholly-owned subsidiaries of
Eidos or for Eidos Shares issued pursuant to the exercise of options granted
under the Eidos Share Option Schemes, issued, authorised or proposed the issue
of additional shares of any class;

(ii)                 save as between Eidos and wholly-owned subsidiaries of
Eidos or for the grant of options under the Eidos Share Option Schemes, issued
or agreed to issue, authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;

(iii)                other than to another member of the Eidos Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise;

(iv)                save for intra-Eidos Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest, in each case,
other than in the ordinary course of business and which is material in the
context of the Eidos Group taken as a whole;

(v)                  save for intra-Eidos Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan capital;

(vi)                issued, authorised or proposed the issue of any debentures
or (save for intra-Eidos Group transactions) incurred or increased any
indebtedness or become subject to any contingent liability which, in each case,
is material in the context of the Eidos Group taken as a whole;

(vii)               purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital;

(viii)             implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business, save to the extent the same is not material in the context of the
wider Eidos Group taken as a whole or save in respect of normal salary increases
in accordance with past remuneration policy, entered into or changed the terms
of any contract with any director or senior executive;

(ix)               entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or is reasonably likely
to be materially restrictive on the businesses of any member of the wider Eidos
Group or the wider Elevation Group or which involves or could involve an
obligation of such a nature or magnitude or which is other than in the ordinary
course of business and which is material in the context of the wider Eidos Group
and/or the wider Elevation Group taken as a whole;

(x)                 (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed, save to the extent the same is not material in the context of the
wider Eidos Group taken as a whole;

(xi)               entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the wider Eidos Group or
the wider Elevation Group other than to a nature and extent which is normal in
the context of the business concerned of the wider Eidos Group, save to the
extent the same is not material in the context of the wider Eidos Group and/or
the wider Elevation Group;

(xii)              waived or compromised any claim, save to the extent the same
is not material in the context of the wider Eidos Group taken as a whole;

(xiii)            entered into any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this condition;
or

(xiv)             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,

and, for the purposes of paragraphs (iii),(iv), (v) and (vi) of this condition
only, the term "Eidos Group" shall mean Eidos and its wholly-owned subsidiaries;

(h) since 30 June, 2004 and save as disclosed in the accounts for the year then
ended, or as publicly announced by Eidos (by delivery of an announcement to a
Regulatory Information Service), or as disclosed in the Eidos Interim Accounts
or as fairly disclosed in writing to EM Holding prior to 21 March, 2005:

(i)                   no material adverse change or deterioration having
occurred in the business, assets, financial or trading position or profits or
prospects of any member of the wider Eidos Group to an extent which, in any
case, is material in the context of the wider Eidos Group taken as a whole;

(ii)                 no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the wider Eidos Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and (other than
as a result of the Offer) no investigation by any Third Party against or in
respect of any member of the wider Eidos Group having been instituted announced
or threatened by or against or remaining outstanding in respect of any member of
the wider Eidos Group which in any such case might reasonably be expected to
adversely affect any member of the wider Eidos Group to an extent which, in any
case, is material in the context of the wider Eidos Group taken as a whole;

(iii)                no contingent or other liability having arisen or been
incurred which would be likely to have a material adverse effect on any member
of the wider Eidos Group to an extent which, in any case, is material in the
context of the wider Eidos Group taken as a whole; and

(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the wider Eidos Group which is necessary for the proper carrying on of its
business to an extent which, in any case, is material in the context of the
wider Eidos Group taken as a whole;

(i) Save as otherwise fairly disclosed in writing to EM Holding prior to 21
March, 2005 by any member of the Eidos Group, or as publicly announced by Eidos
(by delivery of an announcement to a Regulatory Information Service) or as
disclosed in the Eidos Interim Accounts, EM Holding not having discovered:

(i)                   that any financial, business or other information
concerning the wider Eidos Group as contained in the information disclosed at
any time by or on behalf of any member of the wider Eidos Group whether publicly
(by the delivery of an announcement to an RIS) or to EM Holding or its
professional advisers is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that information not misleading to an
extent which, in any case, is material in the context of the wider Eidos Group
taken as a whole;

(ii)                 that any member of the wider Eidos Group is subject to any
liability (contingent or otherwise) which is not disclosed in the annual report
and accounts of Eidos for the year ended 30 June, 2004 and which is material in
the context of the wider Eidos Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the wider Eidos Group to an extent
which, in any case, is material in the context of the wider Eidos Group taken as
a whole.

(j) Save as otherwise fairly disclosed in writing to EM Holding prior to 21
March, 2005, EM Holding not having discovered that:

(i)                   any past or present member of the wider Eidos Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction or any notice or requirement of any Third Party with regard to
the storage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters, or that there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which disposal, spillage,
release, discharge, leak or emission would be likely to give rise to any
liability (actual or contingent) on the part of any member of the wider Eidos
Group in any case to an extent which is material and adverse in the context of
the wider Eidos Group;

(ii)                 there is, or is reasonably likely to be, for that or any
other reason whatsoever, in any case to an extent which is material and adverse
in the context of the wider Eidos Group any liability (actual or contingent) of
any past or present member of the wider Eidos Group to make good, repair,
reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the wider Eidos Group, under any environmental legislation,
regulation, notice, circular or order of any government, governmental,
quasi-governmental, state or local government, supranational, statutory or other
regulatory body, agency, court, association or any other person or body in any
jurisdiction; or

(iii)                circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or process
of manufacture, or materials used therein, now or previously manufactured, sold
or carried out by any past or present member of the wider Eidos Group which
claim or claims would be likely to affect adversely any member of the wider
Eidos Group.

For the purposes of these conditions the "wider Eidos Group" means Eidos and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Eidos and/or such undertakings (aggregating their interests) have a
significant interest and the "wider Elevation Group" means Elevation Partners,
L.P., EM Holding and their respective subsidiary undertakings, associated
undertakings and any other undertaking in which Elevation Partners, L.P. or EM
Holding and/or such undertakings (aggregating their interests) have a
significant interest and for these purposes "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given by the
Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act which
shall be excluded for this purpose, and "significant interest" means a direct or
indirect interest in ten per cent. or more of the equity share capital (as
defined in that Act) of any undertaking.

3. EM Holding reserves the right to waive, in whole or in part, all or any of
the conditions contained in paragraph 2(a) to (j). If EM Holding is required by
the Panel to make an offer for Eidos Shares (including Eidos Shares represented
by Eidos ADSs) under the provisions of Rule 9 of the Code, EM Holding may make
such alterations to any of the above conditions as are necessary to comply with
the provisions of that Rule.

4. EM Holding reserves the right to elect to implement the acquisition of Eidos
Shares (including Eidos Shares represented by Eidos ADSs) by way of takeover
offer (within the meaning of Section 428 of the Companies Act) as opposed to
scheme of arrangement. In such event, the Offer will be implemented on the same
terms (subject to appropriate amendments), so far as applicable, as those which
would apply to the Scheme. In particular, condition 1 will not apply and the
Offer will be conditional upon valid acceptances being received (and not, where
permitted, withdrawn) by the first closing date of the Offer (or such later time
(s) and/or date(s) as EM Holding may, with the consent of the Panel or in
accordance with the City Code, decide) in respect of 90 per cent. (or such
lesser percentage as EM Holding may decide) in nominal value of the Eidos Shares
to which the Offer relates, provided that such condition will not be satisfied
unless EM Holding (or any of its wholly-owned subsidiaries) shall have acquired,
or agreed to acquire, whether pursuant to the Offer or otherwise, Eidos Shares
carrying, in aggregate, more than 50 per cent. of the voting rights then
exerciseable at general meetings of Eidos.

5. This Offer will be governed by the laws of England and Wales and be subject
to the jurisdiction of the courts of England and Wales, to the conditions set
out herein and to the provisions of the Scheme Document.

Part B: Certain further terms of the Offer and the Scheme

(a) The full terms and conditions of the Offer (including details of how
approval of the Scheme may be effected) will be set out in the Scheme Document.
Eidos Shareholders and holders of Eidos ADSs may only rely on the Scheme
Document for all the terms and conditions of the Offer. In deciding whether or
not to approve the Scheme (including Eidos Shares represented by Eidos ADSs),
Eidos Shareholders and holders of Eidos ADSs should rely only on the information
contained, and procedures described, in the Scheme Document.

(b) The Eidos Shares will be cancelled or transferred to EM Holding under the
Scheme credited as fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and other interests and together with all
rights now and subsequently attaching to the Eidos Shares, including the right
to receive and retain all dividends and other distributions declared, made or
paid after the date of this announcement.


                                  APPENDIX II

                        SOURCES AND BASES OF INFORMATION

1.                       General

Unless otherwise stated, financial information relating to Eidos has been
extracted from the relevant published audited Annual Report and Accounts of
Eidos and/or public statements made by Eidos.

2.                       Value of the Offer

The Offer values Eidos at approximately #71.0 million, based on the offer price
of 50 pence for each Eidos Share and each Eidos ADS and on 142,002,471 Eidos
Shares being in issue on 18 March, 2005 (being the latest business day prior to
the date of this announcement).

3.                       Exchange rates

Share price and other financial information contained in this announcement has
been converted from # to $ at a rate of 1.92.

4.                       Share prices

The prices of shares on a particular date are derived from the closing middle
market prices for those shares from the SEDOL for that date or have been taken
from Bloomberg.


                                  APPENDIX III

                                  DEFINITIONS

In this announcement, the following definitions apply, unless the context
requires otherwise:

"Act" or the    the Companies Act 1985, as amended
"Companies
Act"

"Australia"     the Commonwealth of Australia, its states, territories or
                possessions

"Board" or      the Board of Directors of Eidos or EM Holding (as the case may
"Directors"     be)

"Canada"        Canada, its possessions and territories and all areas subject to
                its jurisdiction or any political sub-division thereof

"City Code"     The City Code on Takeovers and Mergers

"Closing        the closing middle market price of an Eidos Share as derived
Price"          from SEDOL

"Court"         the High Court of Justice in England and Wales

"Court          the meeting of Shareholders convened by order of Court pursuant
Meeting"        to section 425 of the Companies Act to consider and, if thought
                fit, approve the Scheme (including any adjournment thereof)

"Effective      the date on which the Scheme becomes effective in accordance
Date"           with its terms

"EGM"           the extraordinary general meeting of Eidos to be convened to
                consider any resolution to approve and implement the Scheme
                (including any adjournment thereof)

"Eidos" or "the Eidos Public Limited Company
Company"

"Eidos ADSs"    American Depositary Shares of Eidos, each representing one Eidos
                Share

"Eidos Group"   Eidos and its subsidiaries and subsidiary undertakings

"Eidos Interim  the interim results of Eidos for the six month period ended 31
Accounts"       December 2004 published by Eidos on 10 March 2005

"Eidos          the holders of Eidos Shares
Shareholders"

"Eidos Share    The following share option schemes operated by Eidos:
Option 
Scheme(s)"
                (a) 2003 Approved Share Option Plan
                (b) Approved Share Option Scheme (pre 2003)
                (c) 2003 Unapproved Share Option Plan
                (d) Share Option Scheme (Unapproved pre 2003)
                (e) Amended and re-stated 1997 Stock Option Plan
                (f) 1997 Stock Option Plan
                (g) UK Sharesave Scheme
                (h) International Sharesave Scheme
                (i) Employee Stock Purchase Plan
                (j) 2003 Performance Share Plan
                (k) Restricted share awards

"Eidos          the existing unconditionally allotted or issued and fully paid
Shares"         ordinary shares of 2 pence each in the capital of Eidos and any
                further such shares which are unconditionally allotted or issued
                prior to the date on which the Offer closes (or such earlier
                date or dates, as the Offeror may, subject to the City Code,
                decide)

"Elevation      Elevation Partners, L.P.
Partners"

"EM Holding" or EM Holding Corp.
"the Offeror"

"Forms of       the forms of proxy to use at the Court Meeting and the EGM
Proxy"

"FSMA"          the Financial Services and Markets Act, 2000 (as amended)

"Japan"         Japan, its cities, prefectures, territories and possessions
"Lehman         Lehman Brothers Europe Limited, financial adviser to EM
Brothers"       Holding

"LIBOR"         London Inter-bank Offered Rate

"London Stock   London Stock Exchange plc, together with any successors
Exchange"       thereto

"Offer"         the proposed acquisition of Eidos by EM Holding by means of the
                Scheme

"Official       the Official List of the UKLA
List"

"Order"         the order of the Court sanctioning the Scheme under section 425
                of the Act and confirming the reduction of share capital of
                Eidos pursuant to the Scheme under section 137 of the Act

"Panel"         The Panel on Takeovers and Mergers
"pounds",       the lawful currency of the United Kingdom
"pence" and
"#"

"Registrar of   the Registrar of Companies in England and Wales, within the
Companies"      meaning of the Act

"Regulatory     any of the services set out in Schedule 12 to the Listing Rules
Information     of the UKLA
Service" or
"RIS"

"Scheme"        the proposed scheme of arrangement under section 425 of the
                Companies Act between Eidos and the Eidos Shareholders, with or
                subject to any modification thereof or any addition thereto or
                condition approved or imposed by the Court and agreed by Eidos
                and EM Holding

"Scheme         the circular to Eidos Shareholders containing details of, and an
Document"       explanatory statement in respect of, the Scheme

"SEDOL"         the London Stock Exchange Daily Official List
"subsidiary",   shall be construed in accordance with the Act (but for this
"subsidiary     purpose ignoring paragraph 20(i)(b) of Schedule 4A of the Act)
undertaking",
"associated
undertaking"
and "undertaking"

"UBS Investment UBS Investment Bank, a business group of UBS AG, and UBS
Bank" or        Limited
"UBS"

"UKLA"          the UK Listing Authority, being the Financial Services Authority
                acting in its capacity as the competent authority for the
                purposes of Part IV of FSMA

"United         United Kingdom of Great Britain and Northern Ireland
Kingdom" or
"UK"

"United         the United States of America, its territories and possessions,
States", "US"   any State of the United States of America and the District of
or "USA"        Columbia and all other areas subject to its jurisdiction
"$"             United States dollars

Unless otherwise stated, all times referred to in this announcement are
references to the time in the United Kingdom for the time being.




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

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OFBJBMBTMMATTTA