RNS Number:3792J
AIM
28 March 2003


          ANNOUNCEMENT TO BE MADE BY AIM APPLICANT AT LEAST 10 BUSINESS DAYS PRIOR TO ADMISSION

ALL APPLICANTS MUST COMPLETE THE FOLLOWING:

COMPANY NAME: Paramount  plc

COMPANY ADDRESS: 15 Grosvenor Gardens, London

COMPANY POSTCODE: SW1W 0BD

COUNTRY OF INCORPORATION: England and Wales

COMPANY BUSINESS: Paramount plc is a cash shell listed on the Official List of the UK Listing Authority
which has made an offer for Groupe Chez Gerard plc, a restaurant business. Groupe Chez Gerard plc, also
listed on the Official List, operates the Chez Gerard, Bertorelli and Livebait restaurant chains.



Admission will not be sought unless the Offer has been declared wholly unconditional save for Admission.

DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price):
up to 98,699,649 Ordinary Shares of 5p each

CAPITAL TO BE RAISED ON ADMISSION: #0

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:

G.A.Naggar               -           Chairman

N.A.Basing               -           Proposed Chief Executive

R.J. Elman               -           Finance Director

D.L.Hudd                 -           Non-Executive Director

C.H.B.Mills              -           Non-Executive Director

N.A.Summers              -           Non-Executive Director

I.S. Neill               -           Proposed Non-Executive Director



PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED
ORDINARY SHARE CAPITAL STATING WHETHER BEFORE OR AFTER ADMISSION:



The percentages shown below will be reduced by the issue of new Paramount plc shares as consideration
under the Offer for Groupe Chez Gerard plc ("GCG").  Clients of JO Hambro Capital Management Limited ("
JOHCM") hold 5,513,000 GCG Shares and, if the Offer is declared unconditional they will receive
20,673,750 Paramount Shares.  In addition, North Atlantic Smaller Companies Investment Trust plc, which
is managed by JOHCM, has sub-underwritten part of a cash alternative under the offer and could be
allotted up to 37,520,000 new Paramount Shares.  Accordingly, depending on the extent to which GCG
Shareholders accept the Offer and elect to receive the cash alternative, clients of JOHCM could hold up
to 75.1% of Paramount's issued share capital.



                                                     Percentage of issued share capital before Admission*


HSBC Global custody Nominee (UK) Limited (Oryx International Growth Trust plc)                     13.75%
- Held on behalf of clients of JOHCM
Vidacos Nominees Limited (G. Naggar)                                                                9.74%
Vidacos Nominees Limited (P. Klimt)                                                                 9.74%
De Vere Group PLC                                                                                   8.00%
Burtonwood Brewery PLC                                                                              4.24%
Picks Pigs Ltd.                                                                                     3.45%

NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (G) OF THE
AIM RULES. N/A

ANTICIPATED ACCOUNTING REFERENCE DATE: 30 June

EXPECTED ADMISSION DATE:On or after 14 April 2003 subject to bid timetable

NAME AND ADDRESS OF NOMINATED ADVISER: Evolution Beeson Gregory Limited, The Registry, Royal Mint Court,
London EC3N 4LB

NAME AND ADDRESS OF BROKER: Evolution Beeson Gregory Limited, The Registry, Royal Mint Court, London EC3N
4LB

DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES.
Listing Particulars dated 20th March 2003 are available from Dawnay, Day Corporate Finance Limited, 10
Grosvenor Gardens, London SW1W 0DH

DATE OF NOTIFICATION: 28 March 2003

NEW/ UPDATE (see note):New

LISTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTMENT STRATEGY



Listing of Paramount Shares and possible admission to AIM



It is a requirement for listing that at least 25% of a listed company's shares are in "public hands" and
in circumstances where this condition is not met the UKLA may suspend the listing of the Paramount
Shares. If substantial elections for the Cash Alternative are made by GCG Shareholders who accept the
Offer, it is possible that the combined holdings of JOHCM's discretionary investment management clients
and the directors of Paramount could amount to over 75% of Paramount's enlarged issued share capital. If
this should occur and insufficient Paramount Shares are sold to third parties to satisfy the conditions
for listing, Paramount will seek admission of its issued share capital to trading on AIM and announce the
cancellation of the listing on the Official List.



Paramount will be the holding company of the Groupe Chez Gerard and Nick Basing will be appointed as
group chief executive.  His initial brief will be to focus on improving the cashflow of the group's
trading operations by increasing restaurant profitability, reducing support office costs, some disposals
and selective rebranding. A key objective will be to enhance customers' dining experiences in the
restaurants. After the initial rationalisation, this should create a strong platform for future growth.



The board of Paramount believes that the group's prospects will be promising in the medium to long term
recognising the current economic uncertainties and their potential unfavourable impact on short term
results.





A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS
OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED OR
AN APPROPRIATE NEGATIVE STATEMENT



Save for the purchase and cancellation of its own shares as detailed in paragraph 2.6 of Part 1V of the
Listing Particulars, there has been no significant change in the financial or trading position of the
Paramount Group since 30 November, 2002, the date to which the most recent interim financial statement
was made up.  Save as aforesaid and as disclosed in the interim statement, set out in Part III of the
Listing Particulars, there has been no material change in the trading position of Paramount since 31 May
2002, being the date of the last published audited accounts.





On 13 March 2003, Paramount announced the proposed acquisition of Groupe Chez Gerard plc which operates
23 restaurants 12 branded as "Chez Gerard", 7 as "Livebiat", one as "Cafe Fish" and 3 as "Bertorelli".
The group also has three sites which are being marketed for disposal.



As far as Paramount is aware, having regard to published information, there has been no significant
change in the financial or trading position of the GCG Group since 31 December 2002, the date to which
the most recent interim accounts were made up.





The effect of the Acquisition on earnings will be to consolidate Groupe Chez Gerard's profits which
amounted to #528,000 for the second half of the year to 30 June 2002 and #873,000 for the six months
ended 31 December 2002.  Paramount would forego the interest receivable on any cash which may be paid out
as part of the consideration under the Offer.  The impact of the Acquisition on the enlarged Paramount
Group's balance sheet will be the consolidation of the Groupe Chez Gerard's assets and liabilities and
the inclusion of any goodwill arising as an intangible fixed asset.  Goodwill will represent the
difference between the value of the consideration paid for the Groupe Chez Gerard and its net assets on
the date Paramount acquires control



A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT ITS WORKING CAPITAL WILL
BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION



The Directors are of the opinion, having made due and careful enquiry and after taking into account the
existing loan and bank facilities, the working capital available to Paramount plc is sufficient for its
present requirements, that is for at least 12 months following the date of this announcement.



DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES.

N/a - company has trading record of over two years

Definitions used in this announcement have the same meaning, unless the context requires otherwise, as
those set out in the Listing Particulars issued by Paramount plc on 20 March, 2003






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