CMG Croma Grp

RNS Number:4954L
Admiral PLC
31 May 2000


(Not  for  release, distribution or publication in or into the United  States,
Canada, Australia or Japan)

                                CMG plc ("CMG")
                 Recommended Offer for Admiral plc ("Admiral")
                                       
                 Offer declared unconditional in all respects


On 17 May, 2000, the Board of CMG announced that its recommended Offer for
Admiral was declared unconditional as to acceptances following receipt by it
of valid acceptances in respect of 58,870,753 Admiral Shares, representing
approximately 91.3 per cent. of Admiral's issued share capital.

All conditions of the Offer have now either been satisfied or waived, subject
only to the admission of the New CMG Shares to the Official List of the London
Stock Exchange and Official Market of the Amsterdam Exchanges becoming
effective ("Admission").  Accordingly, the Offer is declared unconditional in
all respects, subject only to such Admission, which is expected to become
effective at 9.00 a.m. on 5 June, 2000.  The Offer will remain open until
further notice.

As at 3.00 p.m. on 31 May, 2000, valid acceptances had been received in
respect of 61,581,957 Admiral Shares, representing approximately 95.6 per
cent. of Admiral's issued share capital.

All valid acceptances electing for up to the basic entitlement of 315 pence
per share will be satisfied in full.  In addition, 26,624,412 valid
acceptances elected for consideration to be satisfied entirely in New CMG
Shares or for cash or Loan Notes less than the basic entitlement of 315 pence
per Admiral Share.  Accordingly, additional funds are available for those
Admiral Shareholders who elected for more than their 315 pence basic
entitlement to satisfy valid elections for cash or Loan Notes up to an
additional 238 pence per Admiral Share, giving a total maximum cash or Loan
Note entitlement of up to 553 pence per Admiral Share.  This additional
entitlement is only available for valid acceptances received by 3.00 p.m. on
17 May, 2000, the first closing date.

Those who have elected for 553 pence or more per Admiral Share in cash and/or
Loan Notes will receive 553 pence (in cash or Loan Notes as appropriate) and
1.15 New CMG Shares for each Admiral Share.

The Partial Cash Alternative and Partial Loan Note Alternative will be kept
open until further notice.

In due course CMG intends to apply the provisions of S.428 to S.430F
(inclusive) of the Companies Act 1985 to acquire compulsorily all outstanding
Admiral Shares to which the Offer relates, which it intends to initiate
shortly.  CMG also intends in due course to apply for cancellation of
Admiral's listing on the London Stock Exchange.

Admiral Shareholders who have not yet accepted the Offer are urged to do so
without delay.

Save as disclosed above, neither CMG nor any person acting, or deemed to be
acting, in concert with CMG held any Admiral Shares or rights over Admiral
Shares prior to the Offer Period and neither CMG nor any person acting, or
deemed to be acting, in concert with CMG has acquired or agreed to acquire any
Admiral Shares or rights over Admiral Shares since the Offer Period commenced
(other than pursuant to acceptances of the Offer).

Terms defined in the Offer Document dated 26 April 2000 have the same meaning
in this announcement save where the context requires otherwise.

For further information please contact:

CMG            Cor Stutterheim     Executive Chairman   +44 20 7592 4000
               Tom Rusting         Chief Executive      
               Chris Banks         Finance Director     
               Tony Richards       Group Communications 
               Jan Massier         Group Communications +31 20 67 20 444
                                                        
ABN AMRO       Philip Evans                             +44 20 7678 8000
               Guy Williams
               Peter Hayward-Butt
                                                        
Citigate Dewe  Toby Mountford                           +44 20 7638 9571
Rogerson


ABN  AMRO  Corporate Finance Limited ("ABN AMRO"), which is regulated  by  The
Securities  and Future Authority Limited in the United Kingdom, is acting  for
CMG  and  no one else in connection with the Offer and will not be responsible
to  anyone  other than CMG for providing the protections afforded to customers
of ABN AMRO or for providing advice in relation to the Offer.


END
OUPSDUFAFSSSEDI

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