Scheme of arrangement

RNS Number:9652N
TMN Group PLC
14 February 2008


TMN Group Plc
14 February 2008

Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so  would constitute a violation of the
relevant laws or regulations of such jurisdiction.

    Recommended Offer by TMN Group plc ("TMN") for Internet Business Group plc 
                                       ("IBG")

                    Scheme of Arrangement becomes effective

The Boards of TMN, one of the UK's premier online direct marketing groups, and
IBG, the online advertising and media  specialist, are pleased to announce that
the Scheme of Arrangement to effect the recommended proposals by which all of 
the issued and to be issued share capital of IBG will be acquired by TMN is to
become effective today.

In accordance with the terms of the Scheme, a total of 20,502,082 ordinary
shares of 0.01 pence each in the capital of  TMN ("New TMN Shares") have been
issued to Scheme Shareholders in IBG whose names appeared on IBG's share
register at  6.00pm on 12 February 2008 (being the "Scheme Record Time") on the
basis of 1 New TMN Share for every 3.765 IBG Shares  held. The New TMN Shares
rank pari passu with the existing ordinary shares of 0.01 pence each in the
capital of TMN and  admission to trading of the New TMN Shares commences on the
AIM market of the London Stock Exchange today. Accordingly,  CREST accounts of
those Scheme Shareholders who hold their IBG Shares in uncertificated form have
been credited with  New TMN Shares today, with share certificates representing
New TMN Shares expected to be despatched to Scheme  Shareholders who hold their
IBG Shares in certificated form on or before 28 February 2008.

Following the admission of the New TMN Shares, TMN's share capital consists of
75,382,759 ordinary shares of 0.01 pence  each with voting rights attached. TMN
holds no shares in Treasury. Therefore, the total number of voting rights in TMN
is 75,382,759, which figure may be used by shareholders as the denominator for
the calculations by which they will  determine if they are required to notify
their interest in, or a change to their interest in, TMN under the FSA's 
Disclosure and Transparency Rules.

Cancellation of all IBG Shares from trading on AIM is to take place at 8.00 a.m. 
today.

All options in IBG which were not exercised prior to the Scheme Record Time will
cease and lapse if not exercised in  accordance with the terms of the proposal
letters previously sent to IBG Optionholders.

Capitalised terms used in this announcement but not defined herein shall have
the meaning given to them in the Scheme  Document dated 20 December 2007.
Enquiries:

TMN GROUP PLC

Mark Smith, CEO                                  020 7440 9310
Craig Dixon, CFO

INVESTEC

Andrew Craig                                     020 7597 5172
Erik Anderson

REDLEAF COMMUNICATIONS

Samantha Robbins                                 020 7822 0200
Anna Dunkin

IBG PLC

Maziar Darvish, CEO                              07967 039 693

STRAND PARTNERS

James Harris                                     020 7409 3494
Braden Saunders

ST HELEN'S CAPITAL

Ruari McGirr                                     020 7628 5582

TAVISTOCK COMMUNICATIONS

Matt Ridsdale                                    020 7920 3150

If IBG Shareholders have any questions relating to the Scheme or the
Acquisition, they should telephone Capita  Registrars on the 0870 162 3121 (or,
if calling from outside the UK, on [phone]) in each case between 9.00 
a.m. and 5.00 p.m. Monday to Friday (excluding UK public holidays). Please note
that calls to this number may be  monitored or recorded and that, for legal
reasons, the helpline cannot provide advice on the merits of the Acquisition  or
give any legal, tax or financial advice.

This announcement is not intended to and does not constitute or form any part of
an offer or invitation to sell or  subscribe for or purchase any securities in
any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition  is
subject to the terms set out in the Scheme Document. The Acquisition is governed
by English law and is subject to  the applicable requirements of the City Code,
the Panel and the London Stock Exchange. Any response to the Acquisition  should
be made only on the basis of the information in the Scheme Document dated 20
December 2007. IBG Shareholders are  advised to read the formal documentation in
relation to the Acquisition carefully.

Investec, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for TMN and no one  else in connection with the Acquisition
and other matters referred to in this announcement and the Scheme and will not 
be responsible to anyone other than TMN for providing the protections afforded
to clients of Investec nor for giving  advice in relation to the Acquisition and
the Scheme or any other matter or arrangement referred to in this  announcement.

Strand Partners, which is authorised and regulated in the United Kingdom by the
FSA, is acting exclusively for IBG and  no one else in connection with the
Acquisition and the Scheme and will not be responsible to anyone other than IBG
for  providing the protections afforded to clients of Strand Partners nor for
giving advice in relation to the Acquisition  and the Scheme or any other matter
or arrangement referred to in this announcement.

The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and  therefore persons into whose possession
this announcement comes should inform themselves about, and observe such 
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any  such jurisdiction.

Any TMN Shares issued pursuant to the Scheme (including the New TMN Shares) will
be issued in reliance upon the  exemptions from the registration requirements of
the US Securities Act provided by Section 3(a)(10) of the US  Securities Act
and, as a consequence, will not be registered thereunder or under the securities
laws of any state or  other jurisdiction of the United States. For the purposes
of qualifying for the Section 3(a)(10) exemption from the  registration
requirements of the US Securities Act and the securities laws of certain states
of the United States, TMN  and IBG have advised the Court that its sanctioning
of the Scheme has been relied upon by TMN and IBG as an approval of  the Scheme
following a hearing of its fairness to Scheme Shareholders at which hearing all
such Scheme Shareholders.  TMN has not and will not register the TMN Shares
(including the New TMN Shares) under the US Securities and Exchange  Act of 1934
and thus will not be required following completion of the Scheme to file any
reports with the SEC.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in  one per cent. or more of any class of
"relevant securities" of IBG or TMN, all "dealings" in any "relevant securities 
of that company (including by means of an option in respect of, or a derivative
referenced to, any such relevant  securities") must be publicly disclosed by no
later than 3.30 p.m. on the business day following the date of the  relevant
transaction. This requirement will continue until the Effective Date or until
the date on which the Scheme  lapses or is otherwise withdrawn or on which the
"Offer Period" otherwise ends (or, if TMN elects to effect the  Acquisition by
way of a Takeover Offer, until the date on which such Takeover Offer becomes, or
is declared,  unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the relevant "offer period" otherwise  ends). If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to  acquire an "interest" in "relevant securities" of IBG or TMN, they
will be deemed to be a single person for the purpose  of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in relevant
securities of IBG or TMN by IBG or TMN, or by  any of their respective
associates, must be disclosed by no later than 12.00 noon on the business day
following the  date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities "dealings" should be disclosed, and  the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute,  to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the  ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any  doubt as to whether or not you are required
to disclose a dealing under Rule 8, please contact an independent financial 
adviser authorised under FSMA, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on  telephone number + 44 (0)
20 7638 0129.





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