SPM Spg Media

    RNS Number : 6939I
  Progressive Capital Limited
  21 November 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IF TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
    21 November 2008
    RECOMMENDED CASH OFFER
    BY
    PROGRESSIVE CAPITAL LIMITED
    FOR
    SPG MEDIA GROUP PLC

    Compulsory Acquisition of SPG Media Shares

    On 6 October 2008, Progressive Capital Limited ("Progressive") made a recommended cash offer for the entire issued and to be issued
share capital of SPG Media Group plc ("SPG Media") not already held by Progressive.  The Offer Document was posted to SPG Media Shareholders
on 6 October 2008.

    On 4 November 2008, Progressive declared the Offer unconditional as to acceptances and on 5 November 2008 declared the Offer wholly
unconditional.

    The Offer is extended and will remain open for acceptance until further notice and at least 14 days' notice will be given by
announcement before the Offer is closed.

    As set out in the Offer Document, as Progressive has received acceptances under the Offer in respect of more than 90 per cent. of the
SPG Shares to which the Offer relates, Progressive announces that it has initiated the process pursuant to sections 974 to 991 (inclusive)
of the Companies Act 2006 to acquire compulsorily the remaining SPG Shares in respect of which the Offer has not been validly accepted.
Progressive has today posted formal notices (the "Notices") pursuant to section 979 of the Companies Act 2006 to SPG Shareholders who have
not yet validly accepted the Offer. The Notices set out Progressive's intention to apply the provisions of section 979 of the Companies Act
2006 to acquire compulsorily all outstanding SPG Shares on the same terms as the Offer. 


    Further acceptances


    SPG Media Shareholders who wish to accept the Offer, but have not yet done so, should:

    *     in respect of SPG Media Shares held in certificated form, complete, sign and return their Form of Acceptance in accordance with
the instructions set out in paragraph 13(a) of Part II of the Offer Document and in the Form of Acceptance and return it together with the
share certificate(s) and/or other documents of title by post or (during normal business hours only) by hand to Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible; and
             b.   in respect of SPG Media Shares held in uncertificated form, accept electronically through CREST in  
               accordance with the instructions set out in paragraph 13(b) of Part II of the Offer Document, so that the TTE
               Instruction settles as soon as possible.
    

    Additional forms of acceptance are available from Capita Registrars by telephoning 0871 664 0321 or, if, calling from outside the UK, on
+44 208 639 3399. Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your
service provider's network extras. Calls to the Capita Registrars +44 208 639 3399 number from outside the UK are charged at applicable
international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for
security and training purposes. Capita Registrars cannot provide advice on the merits of the offer or give any financial, legal or tax
advice.


    Settlement of the consideration 


    Settlement of the consideration to which any SPG Shareholder is entitled under the Offer has been effected by the despatch of cheques or
the crediting of CREST accounts as stated in paragraph 14 of Part II of the Offer Document either on or before 19 November 2008 in respect
of SPG Shares for which acceptances of the Offer complete in all respects have been received when the Offer had been declared wholly
unconditional. Settlement of consideration due in respect of acceptances of the Offer complete in all respects received after that time will
be despatched to accepting SPG Shareholders within 14 days of receipt of such acceptances.

    Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.

    Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted) at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB whilst the Offer
remains open for acceptance.

    ENQUIRIES
    Progressive Capital Limited
 Simon Pyper  Tel: + 44 (0) 20 7336 5200

    Singer Capital Markets Limited
 Nicholas How                    Tel: + 44 (0) 20 3205 7500
 James Maxwell                   Tel: + 44 (0) 20 3205 7500
 Richard Savage                  Tel: + 44 (0) 20 3205 7500

    All references to time in this announcement are to London time unless the context provides otherwise.

    Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Progressive and no one else in connection with the Offer and will not be responsible to anyone other than Progressive for
providing the protections afforded to customers of Singer  Capital Markets Limited nor for providing advice in relation to the Offer or any
other matter referred to in this announcement. 

    This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities. The Offer is made
solely by means of the Offer Document, an advertisement published in the London Gazette and the Form of Acceptance (in respect of
certificated SPG Media Shares), which contains the full terms and conditions of the Offer, including details of how the Offer may be
accepted.

    This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the UK. 

    The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to SPG Media Shareholders who
are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the UK or SPG Media Shareholders who are not resident in the UK will need to inform themselves about, and observe,
any applicable requirements. 

    Unless otherwise determined by Progressive and permitted by applicable law and regulation, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mail, or by any other means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of a Restricted
Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer is not capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction. 

    Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement (including, without limitation,
custodians, nominees or trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person
(including, without limitation, any custodian, nominee or trustee) must not mail or otherwise forward, distribute or send it in or into or
form a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to SPG
Media Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. SPG Media
Shareholders who are not so resident should inform themselves about and observe such applicable 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 SPG Media, all 'dealings' in any 'relevant securities' of SPG Media (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 date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the '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 SPG Media, 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 SPG Media by SPG Media or Progressive, 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 quotations marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000
(as amended), consult the Panel's website or contact the Panel on telephone number +44 (0) 20 7382 9026 or fax +44 (0) 20 7638 1554. If you
are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

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