RNS Number:0058K
Paramount PLC
14 April 2003


FOR IMMEDIATE RELEASE
                                                                   14 April 2003


                                 Paramount PLC

                    Re: Offer for Groupe Chez Gerard plc and
                    result of Extraordinary General Meeting

Introduction

Paramount PLC ("Paramount") announced on 11 April 2003 that the Offer ("the
Offer") made by Dawnay, Day Corporate Finance Limited ("Dawnay Day Corporate
Finance") on behalf of Paramount for the entire issued and to be issued share
capital of Groupe Chez Gerard plc ("Groupe Chez Gerard" or "GCG"), as set out in
the Offer Document dated 20 March 2003, the cash alternative was recommended by
the Independent Directors of GCG on 3 April 2003, had become unconditional as to
acceptances.


As at 3.00 p.m. on 11 April 2003, valid acceptances of the Offer had been
received in respect of 17,475,391 Groupe Chez Gerard Shares representing, in
aggregate, approximately 84.7 per cent. of Groupe Chez Gerard's total issued
share capital.


Result of EGM and board appointments


The Board of Paramount is pleased to announce that, following the Paramount
Extraordinary General Meeting all of the conditions of the Offer having been
satisfied or waived, the Offer is now declared unconditional in all respects
(subject only to the existing and New Paramount Shares being admitted to listing
("Admission"), which is expected to take place on 15 April 2003).


Guy Naggar, Chairman of Paramount said, "We are delighted the Offer is now
unconditional and I would like to take this opportunity to thank the Board of
GCG for their professionalism and cordiality over the last 6 months. Under the
new management team, we believe that the businesses of Groupe Chez Gerard can
realise their significant potential."


Nick Basing has been appointed Chief Executive of Paramount and Ian Neill has
been appointed as Non-Executive Director of Paramount. Both appointments are
effective from the time of Admission. Details of their other directorships are
set out in the Listing Particulars, furthermore, in accordance with Section 16.4
of the Listing Rules, there are no details relating to Nick Basing and Ian Neill
to be disclosed as described in paragraph 6.F.2 (b) to (g).


At the Extraordinary General Meeting of Paramount this morning all the
resolutions were passed; accordingly, in addition to approving the Offer, the
authorised share capital was changed, new Articles of Association were adopted,
the Underwriting Agreement with JO Hambro Capital Management Limited was
approved, the directors were authorised to allot equity securities, a waiver of
pre-emption rights was granted, a waiver of certain Takeover Code obligations
was granted, Paramount was authorised to purchase its own shares and executive
share option schemes were adopted.


Paramount's new accounting reference date and other changes


In addition, the Board of Paramount has resolved to change its accounting
reference date from 31 May to 30 June to bring it into line with Groupe Chez
Gerard.  The Board of Paramount has appointed BDO Stoy Hayward as auditors and
Barclays as bankers and thanks Baker Tilly and Royal Bank of Scotland for their
services in previous years.


Current level of acceptances and increased share capital of Paramount


Paramount already owns 655,000 shares representing approximately 3.2 per cent of
the issued ordinary share capital of Groupe Chez Gerard. Therefore Paramount has
acquired or agreed to acquire in total 18,130,391 Groupe Chez Gerard Shares
representing approximately 87.9 per cent. of Groupe Chez Gerard's total issued
share capital.


Prior to making the Offer, Paramount received an irrevocable undertaking to
accept the Offer in respect of 5,513,000 GCG Shares representing 26.7 per cent,
of the existing ordinary share capital of Groupe Chez Gerard. As at 3.00 p.m. on
11th April 2003, valid acceptances had been received pursuant to these
undertakings and the GCG Shares to which the undertaking relates are included in
the valid acceptances disclosed above.


Acceptances of 5,609,472 GCG Shares have been received in respect of the Share
Offer and acceptances of 11,865,919 GCG Shares have been received in respect of
the Cash Alternative. Accordingly, 21,035,520 and 28,372,809 New Paramount
Shares will be issued to GCG Shareholders who accepted the Share Offer and to
the sub-underwriter of the Cash Alternative respectively. Pending further issues
of New Paramount Shares as further acceptances are received, the enlarged issued
share capital of Paramount comprises 73,223,028 Ordinary Shares.


GCG Share options


Letters will shortly be sent by Dawnay Day Corporate Finance to the holders of
options granted under the GCG Share Option Schemes which have an exercise price
of up to 75p per GCG Share.  Such option holders will be offered a cancellation
payment representing the difference between the exercise price of their options
and the Cash Alternative price of 75p per share, which may be taken either in
cash or in New Paramount Shares.


Settlement of Offer consideration


Settlement of the consideration due under the Offer in respect of acceptances
received by 14 April will be despatched by 28 April 2003 to Groupe Chez Gerard
Shareholders. Settlement of the consideration due in respect of valid
acceptances of the Offer received after 14 April 2003 will be despatched to
accepting Groupe Chez Gerard Shareholders within 14 days of receipt of such
acceptance, valid and complete in all respects.


Notice of cancellation of Listing and admission to AIM of Paramount plc shares


Notice is hereby given in accordance with the requirements of the Listing Rules
of the UK Listing Authority that the 20 business days notice period for
cancellation of listing of the Paramount Shares on the Official List of the UK
Listing Authority ("de-listing") commenced today and application has been made
for the admission of all issued and to be issued share capital of Paramount to
the Alternative Investment Market ("AIM"). Evolution Beeson Gregory has been
appointed as Paramount's Nominated Adviser and broker.  Accordingly, it is
expected that such de-listing and admission to AIM will take effect on 14 May
2003 or as soon as practicable thereafter.


Cancellation of Listing of Groupe Chez Gerard plc shares


It is envisaged that arrangements will shortly be made for the cancellation of
listing of the Groupe Chez Gerard Shares on the Official List of the UK Listing
Authority ("de-listing") and for the cancellation of trading in Groupe Chez
Gerard Shares on the London Stock Exchange's market for listed securities.


Shareholders still to accept


Paramount urges Groupe Chez Gerard Shareholders who have not yet accepted the
Offer to do so.  GCG Shareholders whose GCG Shares are in certificated form can
accept the Offer by completing and returning their Forms of Acceptance in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance as soon as possible.  Acceptances by GCG Shareholders whose GCG
Shares are held in CREST should be made electronically through CREST.


The Offer remains open until further notice subject to the terms and conditions
set out in the Offer Document dated 20 March 2003. The Cash Alternative has
closed in accordance with its terms and any valid acceptances received after 3pm
on 10 April 2003 will be treated as valid acceptances of the Share Offer,
notwithstanding any purported elections for the Cash Alternative.


Any Groupe Chez Gerard Shareholder who has any questions, or requires a further
copy of the Offer Document or Form of Acceptance, should telephone Capita IRG
Plc, the receiving agent to the Offer, on 0870 162 3100 or if calling from
outside UK +44 20 8639 2157.


Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer document dated 20 March 2003.


Enquiries:


Guy Naggar, Chairman of Paramount             Tel: 020 7834 8060

Nick Basing, Chief Executive of Paramount     Tel: 0207834 8060

David Floyd, Dawnay Day Corporate Finance     Tel: 020 7509 4570

Tim Robertson, CardewChancery                 Tel: 020 7930 0777


The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of their relevant jurisdiction. Persons who are not
resident in the UK should obtain their own advice and observe any applicable
legal and regulatory requirements. The Offer is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or any facilities of a
securities exchange, of the United States, Australia, South Africa, Canada or
Japan, and the Offer is not capable of acceptance by any such use, means,
instrumentality or facility from within the United States, Australia, South
Africa, Canada or Japan. 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 the United States, Australia, South Africa,
Canada or Japan and persons receiving this announcement (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into the United States, Australia, South Africa, Canada or Japan. Doing so
may render invalid any purported acceptance of the Offer.


Dawnay, Day Corporate Finance, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Paramount and no one
else in connection with the Offer and will not be responsible to any person
other than Paramount for providing the protections afforded to its customers or
for providing advice in relation to the Offer. Dawnay, Day Corporate Finance has
given and has not withdrawn its consent to the publication of this announcement
containing references to its name in the form and context in which they appear.
The persons responsible for this announcement, which has been approved by the
board of Paramount are the directors of Paramount.


This announcement has been approved by Dawnay, Day Corporate Finance for the
purposes of S21 of the Financial Services & Markets Act 2000


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