RNS No 7141b
GGT GROUP PLC
2nd March 1998
 
Not for release, distribution or publication in or 
into the United States, Canada, Australia or Japan
 
Omnicom Group Inc. ("Omnicom")
 
Recommended Cash Offer for The GGT Group plc ("GGT")
 
Offer declared wholly unconditional
 
The Board of Omnicom announces that its recommended 
cash offer for GGT has been declared wholly 
unconditional and will remain open until further 
notice.  
 
At 3.00 pm on 27 February, 1998, the first 
closing date of the Offer, valid acceptances of the 
Offer had been received in respect of a total of 
45,102,369 GGT shares, representing approximately 
64.70 per cent. of the issued ordinary share capital 
of GGT. Since the commencement of the offer period on 
26 January, 1998, Omnicom has acquired or agreed to 
acquire 8,449,959 GGT shares (of which 178,415 are 
awaiting settlement) representing approximately 
12.13 per cent. of the issued ordinary share 
capital of GGT. Prior to the commencement of the offer 
period, a subsidiary of Omnicom held 11 GGT shares 
representing less than 0.01% of the issued ordinary 
share capital of GGT. In aggregate, therefore, at 
3.00 pm on 27 February, 1998, Omnicom and its 
subsidiaries had received valid acceptances in respect 
of, or was the registered and beneficial owner of, 
53,373,924 GGT shares, representing approximately 
76.56 per cent. of GGT's issued ordinary share capital.
 
The Offer having become unconditional as to acceptances 
and all filings having been made and all appropriate 
waiting periods under the United States Hart-Scott-
Rodino Antitrust Improvements Act 1976 and the 
regulations made thereunder having either expired, lapsed, 
or been terminated, as appropriate, Omnicom has, in 
accordance with the terms of the Offer, waived the 
remaining conditions of the Offer with the result that the 
Offer is now wholly unconditional.  The Offer is being 
extended and will remain open for acceptance until 
further notice.  The Loan Note Alternative is also 
being extended, but only for a period of 14 days so 
that it will close at 3.00 pm on 13 March, 1998.
 
Omnicom received irrevocable undertakings to accept the 
Offer from all the directors of GGT who held GGT shares 
and from certain of their families and associated interests 
in respect of their entire respective holdings amounting, 
in aggregate, to 4,936,309 GGT shares representing 
approximately 7.1 per cent. of GGT's issued ordinary 
share capital.  Valid acceptances have been received in 
respect of all the shares subject to these undertakings 
and are included in the total of valid acceptances received 
as at 3.00 pm on 27 February, 1998.
 
Save as disclosed above, prior to the commencement of 
the offer period on 26 January, 1998, neither Omnicom 
nor any person acting in concert with Omnicom held any 
GGT shares (or rights over such shares).  Save as 
disclosed above, neither Omnicom nor any person acting 
in concert with Omnicom has otherwise acquired or 
agreed to acquire any GGT shares during the offer period.
 
Terms defined in the Offer Document dated 6 February, 
1998 have the same meanings in this press release unless 
the context otherwise requires.
 
GGT shareholders who have not yet accepted the Offer 
should despatch their Forms of Acceptance as soon as 
possible.
 
 
 
Press enquiries:
 
Omnicom Group Inc.              John Wren               001 212 415 3775
 
Morgan Stanley & Co. Limited    Piers de Montfort       0171 425 5007
 
Omnicom Financial PR            Anthony Wreford         0171 351 2790
 
 
 
Morgan Stanley & Co. Limited, which is regulated by The 
Securities and Futures Authority Limited, is acting for 
Omnicom and for no one else in connection with the Offer 
and will not be responsible to anyone other than Omnicom 
for providing the protections afforded to customers of 
Morgan Stanley & Co. Limited nor for giving advice in 
relation to the Offer.
 
 
END

OFFNFNAXAFDPEFN


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