Avesoro Resources Regulatory News (ASO)

29 Mar 2007 07:04

InvestinMedia PLC29 March 2007 InvestinMedia plc 29 March 2007 Not for release, publication or distribution in or into the United States, Australia, Canada or Japan 29 March 2007 Recommended nil-premium merger of InvestinMedia and Avesco The Independent InvestinMedia Directors and the Independent Avesco Directors arepleased to announce that they have agreed the terms of a recommended nil-premiummerger of the two companies. The merger is to be effected by way of a Courtsanctioned acquisition by InvestinMedia of Avesco. On completion of theTransaction, InvestinMedia, as enlarged by its merger with Avesco, will berenamed Avesco Group plc. Merger terms • Recommended nil-premium merger: • All share basis: 9 New InvestinMedia Shares for every 13 Avesco Shares, representing a value of 95.5 pence per Avesco Share. • Partial Cash Alternative basis: 140 pence per Avesco Share up to a maximum of 25 per cent. of Avesco's fully diluted share capital. • For Avesco Shareholders electing to take up their entitlement in full for the Partial Cash Alternative this basis represents a value of 106.7 pence per Avesco Share, a premium of 1.0 per cent. to the Closing Price on 28 March 2007, the last Business Day before the date of this announcement. • A Mix and Match Facility will allow Avesco Shareholders to vary the proportions in which they receive New InvestinMedia Shares and cash under the Partial Cash Alternative. The Transaction • The terms of the nil-premium merger are based on the average Closing Prices for InvestinMedia Shares and Avesco Shares for the period from 2 January 2007 to 28 March 2007, the last Business Day before this announcement, and values Avesco's issued and to be issued share capital at £ 19.9 million. • Assuming take up in full of the Partial Cash Alternative and no election by the Avesco LTIP award holders for cash, InvestinMedia Shareholders would own approximately 60.1 per cent. and Avesco Shareholders would own approximately 39.9 per cent. of the Enlarged Group upon completion of the Transaction. Strategic rationale The boards of InvestinMedia and Avesco believe that the established businessesof Avesco and Fountain Studios, allied to the financial resources ofInvestinMedia will combine to produce a well funded international media servicesgroup. The Avesco Board believes that the additional financial resource, whichthe merger with InvestinMedia brings, will enable the Enlarged Group toaccelerate its development. InvestinMedia and Avesco are two businesses that separated by a demerger in 2004to simplify the realisation of the shareholder value tied up in the investmentin Complete. Given the recent disposal of InvestinMedia's interest in Complete,putting the two companies together will result in the existing business ofAvesco moving forward with a significantly strengthened balance sheet with whichto finance the growth of the Enlarged Group. As at 27 March 2007, InvestinMedia had cash of £16.5 million and its investmentsin Medal and 2waytraffic. Following the Transaction, the InvestinMedia Boardwould expect not less than £6.5 million of cash to be immediately available inaddition to the retention of £9.9 million which is due to be released in equalinstalments on 30 April 2008 and 31 December 2008 although receipt of these sumscannot be guaranteed. The Enlarged Group's strategy is to build an international media services groupfocused on supplying specialist services to the presentation, broadcast andentertainment markets. The Enlarged Group will operate in three principal divisions: 1. Creative Technology - operating in North America, the UK andmainland Europe, providing specialist video and audio services to productioncompanies, event organizers and creative agencies. These services are used on abroad range of events such as conventions, product launches, exhibitions,sporting events and entertainment. 2. Full Service - the provision of a full range of audio visualservices to the corporate market, including conferences, exhibitions andequipment hire, through three regionally based group companies, MCL in the UK,JVR in Holland and Action in France. 3. Broadcast Services - consisting of Presteigne Broadcast Hire andFountain Studios. Presteigne Broadcast Hire is a leading provider of broadcasttelevision equipment and systems solutions to the broadcast and entertainmentsectors in Europe. Fountain Studios owns and operates the UK's largestindependent dedicated television studio. Additionally, the Enlarged Group will have the following investments: a 20.7 percent. interest in Medal and a 1.2 per cent. interest in 2waytraffic. Both ofthese companies are quoted on AIM. Although in the last few years, much of the Avesco Group's development has beenbased on organic growth, the Avesco Board also believes that there is aconsiderable opportunity to expand and diversify the business by acquisition.The greater financial strength of the Enlarged Group should provide more scopewhen assessing potential acquisition opportunities. The Board Upon completion of the Transaction the board of the Enlarged Group willcomprise:Name RoleMichael Gibbins Non-Executive ChairmanRichard Murray Non-Executive Deputy ChairmanIan Martin Chief ExecutiveJohn Christmas Finance DirectorGraham Andrews Executive DirectorDavid Nicholson Executive DirectorLaurence Blackall Non-Executive DirectorCameron Maxwell Non-Executive Director Undertakings • The Avesco Directors (including Richard Murray) who hold in aggregate approximately 20.7 per cent. of the Avesco Shares currently in issue, have irrevocably undertaken to vote in favour of the Scheme. • Richard Murray, who holds in aggregate approximately 17.6 per cent. of the Avesco Shares currently in issue, has undertaken to elect for the Partial Cash Alternative in respect of 1,683,037 Avesco Shares (representing 50 per cent. of his shareholding in Avesco). The Independent Avesco Directors, who hold in aggregate approximately 3 per cent. of the Avesco Shares currently in issue, have undertaken not to elect for the Partial Cash Alternative. Further details in this regard are set out in paragraph 14 of the announcement. In view of the size of Avesco relative to InvestinMedia, the Transactionconstitutes a reverse takeover of InvestinMedia under the AIM Rules andtherefore requires the prior approval of InvestinMedia Shareholders at theInvestinMedia Extraordinary General Meeting expected to be held on 25 April2007. The InvestinMedia Directors (including Richard Murray), who hold in aggregateapproximately 20.1 per cent. of the InvestinMedia Shares currently in issue,have irrevocably undertaken to vote in favour of the resolutions required to beput to the InvestinMedia Extraordinary General Meeting to approve theTransaction. Commenting on the Transaction, Ian Martin, Chief Executive designate of theEnlarged Group, said: "This is an exciting opportunity for shareholders in bothcompanies to benefit from combining the international media services businessesof Avesco with the financial resources of InvestinMedia." Commenting on the Transaction, Richard Murray, Chairman of InvestinMedia andproposed Non-Executive Deputy Chairman of the Enlarged Group, said: "Putting thetwo companies back together will let the shareholders of both benefit from theproceeds of the sale of our investment in Complete by using the funds to financethe continued growth of the Avesco business." JM Finn & Co. Ltd. is acting as financial adviser to InvestinMedia and is thenominated adviser to InvestinMedia and (on re-admission of the Enlarged Group totrading on AIM) will be the nominated adviser to the Enlarged Group. KBC PeelHunt Ltd. is acting as Rule 3 adviser to Avesco. This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. Enquiries: InvestinMedia plc 020 7588 7352 Richard Murray (Chairman)Cameron Maxwell (Chief Executive) JM Finn & Co. Ltd. (financial adviser and broker to InvestinMedia) 020 7628 9688 Clive CarverCharles CunninghamEdward Frisby Avesco plc 01293 583400 Ian Martin (Chairman)John Christmas (Finance Director) KBC Peel Hunt Ltd. (Rule 3 adviser to Avesco) 020 7418 8900 Julian Blunt The conditions to, and certain further terms of, the Transaction are set out inAppendix 1. The bases and sources of certain financial information are set outin Appendix 2. Certain definitions and terms are set out in Appendix 3. Not for release, publication or distribution in or into the United States,Australia, Canada or Japan 29 March 2007 Recommended nil-premium merger of InvestinMedia and Avesco 1. Introduction The Independent InvestinMedia Directors and the Independent Avesco Directors arepleased to announce that they have agreed the terms of a recommended nil-premiummerger of the two companies. It is intended that the Transaction will beeffected by way of a scheme of arrangement under section 425 of the CompaniesAct. Following completion of the Transaction, InvestinMedia as enlarged by itsmerger with Avesco, will be renamed Avesco Group plc. 2. Summary of the Transaction Under the terms of the Transaction, which will be subject to the conditions andfurther terms set out below and in Appendix 1 and the full terms and conditionswhich will be set out in the Scheme Document, Avesco Shareholders will receive: • All share basis: 9 New InvestinMedia Shares for every 13 AvescoShares, representing a value of 95.5 pence per Avesco Share, a discount of 9.5per cent. to the Closing Price on 28 March 2007, the last Business Day beforethis announcement. • Partial Cash Alternative basis: 140 pence per Avesco Share upto a maximum of 25 per cent. of Avesco's fully diluted share capital. • For Avesco Shareholders electing to take up their entitlementin full for the Partial Cash Alternative this basis represents a valueequivalent to of 106.7 pence per Avesco Share, a premium of 1.0 per cent. toClosing Price on 28 March 2007, the last Business Day before this announcement. A Mix and Match Facility will also be available under which Avesco Shareholdersmay, subject to availability, elect to vary the proportions in which theyreceive New InvestinMedia Shares and cash under the Partial Cash Alternative. Ifthe Partial Cash Alternative were accepted in full, it would require a cashpayment by InvestinMedia of approximately £7.3 million. This cash will beprovided by InvestinMedia from existing resources. Further details of thePartial Cash Alternative and the Mix and Match Facility are contained inparagraph 9 below. The Transaction The terms of the nil premium merger are based on the average Closing Prices forInvestinMedia Shares and Avesco Shares for the period from 2 January 2007 to 28March 2007, the last Business Day before this announcement and values Avesco'sissued and to be issued share capital at £19.9 million. Assuming full take up of the Partial Cash Alternative and no election by theAvesco LTIP award holders for cash, InvestinMedia Shareholders would ownapproximately 60.1 per cent. and Avesco Shareholders would own approximately39.9 per cent. of the Enlarged Group upon completion of the Transaction. 3. Background to and reasons for the Transaction InvestinMedia and Avesco are two businesses that separated by a demerger in 2004to simplify the realisation of the shareholder value tied up in the investmentin Complete. Given the recent disposal of InvestinMedia's interest in Complete,putting the two companies together will result in the existing business ofAvesco moving forward with a significantly strengthened balance sheet with whichto finance the growth of the Enlarged Group. On 20 December 2006, InvestinMedia announced the completion of the sale of itsstake in Complete, owner of the worldwide rights in the quiz format "Who WantsTo Be A Millionaire?", producing a profit on its investment of approximately £31million. InvestinMedia has received advice that if a substantial part of theproceeds from the disposal of Complete is used for the acquisition of a tradingbusiness such as that contemplated pursuant to the Transaction, InvestinMediawill continue to be treated as a holding company of a trading group, then it islikely that most of the gain arising on the disposal of its interest in Completeshould not be subject to corporation tax which would otherwise be chargeable at30 per cent. The Avesco Board has been advised that the acquisition of Avesco byInvestinMedia pursuant to the Scheme and the subsequent deployment of thebalance of the proceeds of the disposal of InvestinMedia's interest in Completein the business of the Enlarged Group should satisfy this requirement. The market capitalisation of InvestinMedia, based on the Closing Price of anInvestinMedia share on the AIM market of the London Stock Exchange on 28 March2007 (being the latest practicable date prior to the release of thisannouncement) was £22.5 million. The net asset value of InvestinMedia is £38.7 million, based upon itsconsolidated balance sheet as at 30 September 2006, adjusted for the subsequentreceipt of the proceeds from the disposal of InvestinMedia's interest inComplete and assuming that no corporation tax is payable on those proceeds andthat no warranty, indemnity or other claims in connection with the sale ofInvestinMedia's interest in Complete are made against InvestinMedia by thepurchaser. To the extent that the market price of InvestinMedia Shares may be ata discount to its net asset value because of the potential tax liability, thatdiscount may narrow as a result of the Transaction, although shareholders shouldnot expect this necessarily to be the case. The boards of InvestinMedia and Avesco believe the established businesses ofAvesco and Fountain Studios, allied to the financial resources of InvestinMediafollowing the disposal of its interest in Complete, will produce a well fundedinternational media services group. The Avesco Board believes that theadditional financial resource, which the merger with InvestinMedia brings, willenable the Enlarged Group to accelerate its development. As at 27 March 2007, InvestinMedia had cash of £16.5 million (excluding adividend which is due and payable on 10 April 2007 to InvestinMediaShareholders) available for deployment in suitable opportunities. The AvescoBoard believes that the availability of this additional financial resource willgreatly assist to accelerate the development of the Avesco Group. There are manyopportunities to build upon the existing operations of the Enlarged Group, bothby geographic expansion and by the addition of related services or facilitieswhich the Avesco Group does not currently offer. The availability of fundingthrough the merger with InvestinMedia should enable the Enlarged Group toexploit these opportunities while maintaining any borrowing at sensible andmanageable levels. More particularly, having regard to the costs of theTransaction expected to be incurred by InvestinMedia (approximately £550,000)and the full cash cost of the Partial Cash Alternative and the proposed cashpayments in lieu of shares pursuant to the vesting of awards under the AvescoLTIP, respectively £7.3 million and £2.2 million, the InvestinMedia Board wouldexpect approximately £6.5 million to be available to the Enlarged Group,excluding the retentions made on the disposal of Complete which are due to bereleased as to £4.95 million on 30 April 2008 and £4.95 million on 31 December2008 although the receipt of these sums cannot be guaranteed. Avesco is currently progressing a number of new office openings, including inthe Middle East and China. The Avesco Group has already worked on a number ofevents in the Middle East and China and the establishment of local officesshould better position the Enlarged Group to exploit the opportunities andclient relationships in these regions. In the last two years Avesco has invested in excess of £10 million each year innew equipment and technology. This investment enables the Group to maintain itscompetitive position in the marketplace by providing a strong product offeringas well as enabling it to meet the evolving demands of its clients. For example,the investment in recent years in high definition television equipment and radiofrequency technology has enabled the Group's broadcast hire business to establish itself as one of the marketleaders in these areas. It will be the Enlarged Group's policy to continue toinvest in state of the art equipment in order to support its future growth. 4. Recommendation The Independent Avesco Directors, who have been so advised by KBC Peel Hunt,consider the terms of the Transaction to be fair and reasonable. In providingadvice to the Independent Avesco Directors, KBC Peel Hunt has taken into accountthe commercial assessments of the Independent Avesco Directors. Given his position as a director of InvestinMedia, Richard Murray is notconsidered independent for the purposes of the Transaction and accordingly, hehas taken no part in the Avesco Board's consideration of the terms of theTransaction nor the recommendation which has been given by the IndependentAvesco Directors. The Independent Avesco Directors intend unanimously to recommend that AvescoShareholders vote in favour of the Scheme, as they have undertaken to do inrespect of their own holdings and as they will procure in respect of theholdings of their connected persons. Together the holdings of the IndependentAvesco Directors and their connected persons are 579,440 Avesco Shares(representing in aggregate approximately 3.0 per cent. of the Avesco Sharescurrently in issue). Richard Murray, who holds in aggregate approximately 17.6 per cent. of theAvesco Shares currently in issue, has undertaken to vote his Avesco Shares infavour of the Scheme, as more particularly set out in paragraph 14 below. Given the significance of the availability of the InvestinMedia cash balances tothe future of the Enlarged Group and the extent to which the financial strengthof InvestinMedia has contributed to the basis on which the Independent AvescoDirectors have formed their recommendation to Avesco Shareholders, a conditionto the Scheme has been included (at paragraph 3i) of Part A of Appendix 1 tothis announcement) such that the Independent Avesco Directors are satisfied thatthe cash position as broadly outlined in paragraph 3 above (prior to any paymentby InvestinMedia under the terms of the Transaction) remains the sameimmediately prior to the Court hearing in respect of the Scheme. To the extentthis is not the case, the Independent Avesco Directors, provided that the Panelhas given its consent, do not intend to seek the Court's sanction of the Scheme. 5. InvestinMedia Shareholder approval The Transaction constitutes a reverse takeover (as defined in the AIM Rules) inrelation to InvestinMedia. Accordingly, InvestinMedia will be required to seekthe approval of its shareholders for the Transaction at the InvestinMediaExtraordinary General Meeting. InvestinMedia will prepare and send to itsshareholders, as soon as is reasonably practicable, a circular summarising thebackground to and reasons for the Transaction (which will include a noticeconvening the InvestinMedia Extraordinary General Meeting). Given his positionas a director of Avesco, Richard Murray is not considered independent for thepurposes of the Transaction and accordingly, he has taken no part in theInvestinMedia Board's consideration of the terms of the Transaction nor therecommendation which will be given by the Independent InvestinMedia Directors toInvestinMedia Shareholders to vote in favour of the Transaction at theInvestinMedia Extraordinary General Meeting. The Transaction will be conditional on, amongst other things, the requisiteresolutions being passed by the InvestinMedia Shareholders at the InvestinMediaExtraordinary General Meeting. 6. Information relating to InvestinMedia Currently InvestinMedia's businesses consist of Fountain Studios, a 20.7 percent. investment in Medal and a 1.2 per cent. investment in 2waytraffic. In 2002, as part of the consideration for the sale to Medal of Fountain Studios,InvestinMedia acquired a 23.4 per cent. stake in Medal. Following a number ofshare issues by Medal and the purchase on 5 May 2006 of 614,000 shares in themarket at 70 pence per Medal share, InvestinMedia's shareholding in Medal is now20.7 per cent. In September 2006 Fountain Studios was reacquired byInvestinMedia from Medal for a consideration of £6.8 million. In 1996, InvestinMedia acquired a 49 per cent. stake in Complete. Following thecreation in 1998 of the quiz format "Who Wants To Be A Millionaire?", this hasproved to be an extremely successful investment, which has returned substantialdividends to InvestinMedia. The sale of InvestinMedia's investment in the share capital of Complete wascompleted on 20 December 2006 in exchange for approximately £35.6 million (netof expenses), of which £ 1.9 million was satisfied by the issue of shares in2waytraffic, £22.9 million net of expenses has been received in cash, areceivable of £9.9 million is currently held in an escrow account as securityagainst possible future warranty and indemnity claims and a net asset adjustmentis expected to produce a further £0.8 million. The net asset value of InvestinMedia is £38.7 million, based upon itsconsolidated balance sheet as at 30 September 2006, adjusted for the subsequentreceipts of the proceeds from the disposal of Complete and assuming that nocorporation tax is payable on those proceeds and that no warranty, indemnity orother claims in connection with the sale of its interest in Complete are madeagainst InvestinMedia by the purchaser of Complete. 7. Information relating to Avesco Avesco is an international media services group supplying the corporatepresentation, entertainment and broadcast markets. The group of companies, whichnow comprises the Avesco Group, was formed in the period from 1985. The AvescoGroup has since expanded to include companies operating across the UK, Europeand North America and employs around 540 people. Avesco's strategy is to build amedia services group that is recognised for the quality of its people, itsservices and its financial returns to shareholders. For the year ended 31 March 2006, the Avesco Group reported turnover of £65.3million (an 11 per cent. increase over the prior year), an operating profitbefore exceptional items and goodwill amortisation of £2.6 million (a 24 percent. increase over the prior year), EBITDA of £12.5 million (a 12 per cent.increase over the prior year) and profit before tax of £0.5 million. (2005, £0.5million). In respect of the six months ended 30 September 2006, Avesco reported unauditedresults, which showed further improvement in turnover, profits and cashgeneration. 8. Management, employees and head office of the Enlarged Group Upon completion of the Transaction, the Enlarged Group will be operated andmanaged on a day to day basis by the Avesco executive management team. The InvestinMedia Board has given the Avesco Board assurances that, followingthe Transaction becoming effective, the existing employment rights, includingpension rights, of all management and employees of Avesco will be fullysafeguarded. Upon completion of the Transaction, the Board of the Enlarged Group will be asfollows:Name Role Current CompanyMichael Gibbins Non-Executive Chairman AvescoRichard Murray Non-Executive Deputy Chairman InvestinMedia and AvescoIan Martin Chief Executive AvescoJohn Christmas Finance Director AvescoGraham Andrews Executive Director AvescoDavid Nicholson Executive Director AvescoLaurence Blackall Non-Executive Director AvescoCameron Maxwell Non-Executive Director InvestinMedia The head office of the Enlarged Group will be at Unit E2, Sussex Manor BusinessPark, Gatwick Road, Crawley, Sussex RH10 9NH. 9. Partial Cash Alternative and Mix and Match Facility Avesco Shareholders electing for the Partial Cash Alternative may elect, subjectto availability, to vary the proportions of New InvestinMedia Shares and cashthey receive in respect of their holding of Avesco Shares. However, the maximumamount of cash that may be paid under the Transaction will not be varied as aresult of elections under the Mix and Match Facility. Accordingly,InvestinMedia's ability to satisfy Mix and Match elections made by AvescoShareholders will depend on other Avesco Shareholders making offsettingelections. Satisfaction of elections under the Mix and Match Facility will be effected onthe basis of 140 pence in cash for each Avesco Share, up to a maximum of 25 percent. of Avesco's fully diluted share capital. Avesco Shareholders who make elections under the Mix and Match Facility will notknow the exact number of New InvestinMedia Shares, or the amount of cash, whichthey will receive until settlement of the consideration under the Transaction,although an announcement will be made of the approximate extent to whichelections under the Mix and Match Facility will be satisfied. To the extent thatelections can be satisfied, Avesco Shareholders will receive cash instead of NewInvestinMedia Shares. To the extent that elections cannot be satisfied in full,they will be scaled down on a pro rata basis and Avesco Shareholders willreceive New InvestinMedia Shares. Avesco Shareholders will only be able to electfor cash under the Mix and Match Facility if they also elect for the PartialCash Alternative. To the extent that Avesco Shareholders take all NewInvestinMedia Shares under the Transaction, there will be more cash availableunder the Partial Cash Alternative for the remaining Avesco Shareholders(although the maximum cash payable under the Partial Cash Alternative willremain in aggregate £7.3 million). On the basis that each Avesco Shareholder elected to take up his/her entitlementunder the Partial Cash Alternative, based on the value of the All Share Terms,the inherent value received by Avesco Shareholders will be 106.7 pence perAvesco Share. The Mix and Match Facility is conditional upon the Transaction becomingEffective. The Mix and Match Facility will not affect the entitlement of those AvescoShareholders who do not make an election under the Mix and Match Facility.Details and further terms of the Mix and Match Facility will be set out in theScheme Document. 10. Avesco LTIP and future incentives There are awards outstanding in respect of Avesco Shares under the Avesco LTIPwhich will vest early as a result of the Transaction. Participants under theAvesco LTIP will be sent further details of the action they can take in respectof the outstanding awards when the Scheme Document is despatched. As part of the proposals being made, award holders under the Avesco LTIP willhave the opportunity to receive Avesco Shares which will be subject to the termsof the Scheme or to elect to receive a cash payment in lieu of Avesco Sharespursuant to the vesting of awards. Following completion of the Transaction, the directors of the Enlarged Groupintend to introduce appropriate share based incentive schemes for key employees. 11. Financing The consideration payable to Avesco Shareholders under the Partial CashAlternative and the cash payable to award holders under the Avesco LTIPproposals will be provided by InvestinMedia from its existing resources. JM Finn is satisfied that sufficient resources are available to InvestinMedia tosatisfy in full the Partial Cash Alternative and to fund the cash payments toAvesco LTIP holders under the terms of the Transaction. 12. Scheme of arrangement It is intended that the Transaction will be effected by means of a scheme ofarrangement between Avesco and its shareholders under section 425 of theCompanies Act (although InvestinMedia reserves the right to effect theTransaction by way of the Offer). The procedure involves an application byAvesco to the Court to sanction the Scheme and confirm the cancellation of allthe Scheme Shares, in consideration for which Scheme Shareholders will receiveNew InvestinMedia Shares and, where they have elected for the Partial CashAlternative, cash as described above. To become Effective, the Scheme requires, amongst other things, the approval ofa majority in number representing not less than three fourths in value of therelevant Avesco Shareholders present and voting in person or by proxy at theCourt Meeting and the passing of the resolutions necessary to implement theScheme at the Avesco Extraordinary General Meeting. The Scheme must also besanctioned by the Court and the associated Capital Reduction must be confirmedby the Court. The formal documentation setting out details of the Transaction, including theScheme Document setting out the procedures to be followed to approve the Scheme,together with the Admission Document relating to the re-admission of the sharecapital of the Enlarged Group to trading on AIM, will be posted to AvescoShareholders (other than to persons with addresses in Restricted Territories) assoon as is reasonably practicable. Admission is expected to occur around 17 May2007. The Scheme Document will include full details of the Scheme, together withnotices of the Court Meeting and the Avesco Extraordinary General Meeting andthe expected timetable, and will specify the action to be taken by SchemeShareholders. 13. Overseas Shareholders The availability of New InvestinMedia Shares under the terms of the Transactionto persons not resident in the United Kingdom may be affected by the laws of therelevant jurisdiction. Such persons should inform themselves about and observeany applicable requirements. Further details in relation to OverseasShareholders will be contained in the Scheme Document. 14. Irrevocable undertakings The Avesco Directors (including Richard Murray), who hold in aggregateapproximately 20.7 per cent. of the Avesco Shares currently in issue, haveirrevocably undertaken to vote (and procure that their connected parties shallvote) in favour of the Scheme. Richard Murray, who holds in aggregate approximately 17.6 per cent. of theAvesco Shares currently in issue, has undertaken to elect for the Partial CashAlternative in respect of 1,683,037 Avesco Shares (representing 50 per cent. ofhis shareholding in Avesco). These undertakings will remain binding in the event of a competing offer beingmade for Avesco and will cease to be binding only if the Transaction does notbecome Effective or is withdrawn. The other Avesco Directors who in aggregatehold approximately 3.0 per cent. of the Avesco Shares currently in issue haveundertaken not to elect for the Partial Cash Alternative. The InvestinMedia Directors (including Richard Murray) have irrevocablyundertaken to vote in favour of the resolutions required to be put to theInvestinMedia Extraordinary General Meeting to approve the Transaction inrespect of their beneficial holding totalling 3,280,074 InvestinMedia Sharesrepresenting, in aggregate approximately 20.1 per cent. 15. Mutual break fees InvestinMedia and Avesco have entered into an inducement fee arrangementpursuant to which each party has agreed to pay to the other £200,000 in certaincircumstances. This sum shall be payable by Avesco if the Independent AvescoDirectors withdraw, or adversely modify, or make subject to conditions orqualifications, their recommendation of the merger or withdraw the Scheme or anindependent offer (being an offer, scheme of arrangement or other similartransaction relating to Avesco) is announced prior to the Scheme becomingeffective and such independent offer subsequently becomes or is declaredunconditional in all respects or is otherwise completed or implemented. This sumshall be payable by InvestinMedia if the Independent InvestinMedia Directorswithdraw or adversely modify, or make subject to conditions or qualification, theirrecommendation to InvestinMedia Shareholders to vote in favour of theTransaction at the InvestinMedia Extraordinary General Meeting or otherwise takesteps to adjourn such meeting or refuse to give an undertaking to the Court tobe bound by the terms of the Scheme, or if an independent offer (being an offer,scheme of arrangement or other similar transaction relating to InvestinMedia) isannounced prior to the Scheme becoming effective and such independent offersubsequently becomes or is declared unconditional in all respects or isotherwise completed or implemented. 16. Disclosure of interests in Avesco Richard Murray owns 3,366,074 Avesco Shares and Cameron Maxwell and hisimmediate family own 105,000 Avesco Shares. Welsh Industrial Investment TrustPlc, of which Richard Murray and Alfred Stirling are both directors, owns120,000 Avesco Shares and 100,000 InvestinMedia Shares and is deemed to beacting in concert with InvestinMedia. In addition, InvestinMedia owns a nonbeneficial interest in 1,093 Avesco Shares. Save for these holdings and the irrevocable undertakings summarised above, as at28 March 2007, the latest Business Day prior to this announcement, neitherInvestinMedia, nor, so far as InvestinMedia is aware, any person acting inconcert with InvestinMedia for the purposes of the Transaction, owns, controlsor holds any Avesco Shares or any securities convertible or exchangeable into orrights to subscribe for or purchase, or holds any options (including tradedoptions) to purchase, any Avesco Shares or has entered into any derivativereferenced to Avesco Shares. 17. Cancellation of trading It is intended that application will be made to the London Stock Exchange (inaccordance with the provisions of the AIM Rules) to cancel trading in AvescoShares on AIM on completion of the Transaction. 18. General The Transaction will be subject to the conditions and further terms set outherein and in Appendix 1, and to the full terms and conditions which will be setout in the Scheme Document. The Transaction will be governed by English law andbe subject to the applicable requirements of the City Code, the Panel and theLondon Stock Exchange. The conditions to, and certain further terms of, the Transaction are set out inAppendix 1. The bases and sources of certain financial information are set outin Appendix 2. Certain definitions and terms are set out in Appendix 3. JM Finn, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for InvestinMedia and no oneelse in connection with the Transaction and will not be responsible to anyoneother than InvestinMedia for providing the protections afforded to the clientsof JM Finn nor for providing advice in relation to the Transaction or any othermatter referred to herein. KBC Peel Hunt, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Avesco in connectionwith the Transaction and will not be responsible to anyone other than Avesco forproviding the protections afforded to the clients of KBC Peel Hunt nor forproviding advice in relation to the Transaction or any other matter referred toherein. The directors of InvestinMedia accept responsibility for the informationcontained in this announcement other than the information relating to Avesco. Tothe best of the knowledge and belief of the directors of InvestinMedia (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. The directors of Avesco accept responsibility for the information contained inthis announcement relating to Avesco, save that only the Independent AvescoDirectors accept responsibility for the recommendation to Avesco Shareholders tovote in favour of the Scheme. To the best of the knowledge and belief of the directors of Avesco and the Independent Avesco Directors (asthe case may be) (who have taken all reasonable care to ensure that such is thecase), the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside of England. The Transactionwill be subject to the applicable rules and regulations of the London StockExchange and the City Code. It is possible that this announcement could or may contain forward lookingstatements that are based on current expectations or beliefs, as well asassumptions about future events. Undue reliance should not be placed on any suchstatements because by their very nature, they are subject to known and unknownrisks and uncertainties and can be affected by other factors that could causeactual results, and InvestinMedia's and/or the Enlarged Group's plans andobjectives, to differ materially from those expressed or implied in the forwardlooking statements. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are Avesco's and InvestinMedia's ability tosuccessfully combine the businesses of Avesco and InvestinMedia and to realiseexpected synergies from that combination, changes in the global, political,economic, business, competitive, market and regulatory forces, future exchangeand interest rates, changes in tax rates and future business combinations ordispositions. Neither InvestinMedia nor Avesco undertakes any obligation (except as requiredby the rules of the UK Listing Authority and the London Stock Exchange) torevise or update any forward looking statement contained in this announcement,regardless of whether those statements are affected as a result of newinformation, future events or otherwise. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote or approval in any jurisdiction.Avesco Shareholders are advised to read carefully the formal documentation inrelation to the Transaction once it has been despatched. Securities may not be offered or sold in the United States unless they areregistered under the Securities Act 1933 or are exempt from such registrationrequirements. The New InvestinMedia Shares to be issued to Avesco Shareholderswill not be and are not required to be registered under the Securities Act inreliance upon the exemption from the registration requirements of the SecuritiesAct provided by section 3(a)(10) of that Act based on Court approval of theScheme. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person (whether aloneor acting together with any other person(s) pursuant to an agreement orunderstanding (whether formal or informal) to acquire an interest in relevantsecurities of InvestinMedia or Avesco) is, or becomes, 'interested' (directly orindirectly) in 1 per cent. or more of any class of 'relevant securities' ofInvestinMedia or Avesco, all 'dealings' in any 'relevant securities' of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such 'relevant securities') must be publicly disclosed by nolater than 3.30 p.m. on the London business day following the date of therelevant transaction. This requirement will continue until the Effective Date oruntil the date on which the Scheme lapses or is otherwise withdrawn or on whichthe 'offer period' otherwise ends (or, if InvestinMedia elects to effect theTransaction by way of a takeover offer, until the date on which the offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the 'offer period' otherwise ends). If two or more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an 'interest' in 'relevant securities' ofInvestinMedia or Avesco, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevantsecurities' of InvestinMedia or Avesco by InvestinMedia or Avesco, or by any oftheir respective 'associates', must be disclosed by no later than 12.00 noon onthe London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a 'dealing' under Rule 8, you should consult the Panel. Appendix 1 CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION The Transaction will be conditional upon the Scheme becoming unconditional andEffective by 31 July 2007 or such later date as InvestinMedia and Avesco mayagree and (if required) the Court may allow. PART A Conditions of the Transaction 1. The Scheme will be subject to the following conditions: a) its approval by a majority in number representing not less thanthree-fourths in value of the holders of Avesco Shares who are on the registerof members of Avesco at the Voting Record Time, present and voting, whether inperson or by proxy, at the Court Meeting (or any adjournment thereof); b) the resolutions required to implement the Scheme being passed at theAvesco Extraordinary General Meeting (or any adjournment thereof); and c) the sanction (with or without modification (but subject to suchmodification being acceptable to InvestinMedia and Avesco)) of the Scheme andthe confirmation of the Capital Reduction by the Court, office copies of theCourt Orders and of the Minute being delivered for registration to the Registrarof Companies and registration of the Second Court Order confirming the CapitalReduction with the Registrar of Companies. 2. The Transaction will be conditional upon the passing at the InvestinMediaExtraordinary General Meeting (or any adjournment thereof) of such resolution orresolutions as are necessary to approve, implement and effect the Transactionand the acquisition of Avesco Shares pursuant to the Transaction or otherwise(as such resolutions may be set out in the InvestinMedia Shareholder Circular,including a resolution or resolutions to increase the share capital ofInvestinMedia and authorise the creation and allotment of the New InvestinMediaShares). 3. Avesco and InvestinMedia have agreed that, subject to the provisions ofparagraph 5 below and the requirements of the Panel in accordance with the CityCode, the Scheme will also be conditional upon, and accordingly the necessaryactions to make the Transaction Effective will only be taken on, thesatisfaction or, where relevant, waiver of the following Conditions: a) the Admission to trading on AIM of the New InvestinMedia Shares to beissued in connection with the Transaction becoming effective in accordance withthe AIM Rules and admission of such shares to trading becoming effective inaccordance with the Admission and Disclosure Standards made by the London StockExchange from time to time or, if InvestinMedia and Avesco so determine andsubject to the consent of the Panel, the London Stock Exchange agreeing to admitsuch shares to trading on AIM subject only to (i) the allotment of such sharesand/or (ii) the Transaction becoming Effective; b) except as (i) publicly announced in accordance with the AIM Rules byInvestinMedia or Avesco prior to 29 March 2007, (ii) disclosed in the annualreport and accounts of Avesco for the financial year ended 31 March 2006 or theinterim results of Avesco for the six months ended 30 September 2006, or (iii)disclosed in the annual report and accounts of InvestinMedia for the financialyear ended 30 September 2006, there being no provision of any agreement,authorisation, arrangement, lease, licence, permit or other instrument to whichany member of the InvestinMedia Group or Avesco Group is a party or by or towhich any such member or any of its assets may be bound, entitled or subject,which in consequence of the Transaction or the proposed acquisition of anyshares or other securities in Avesco by the InvestinMedia Group or because of achange in the control or management of InvestinMedia or Avesco or otherwise,would or might reasonably be expected to result (in each case to an extent whichis material in the context of the Avesco Group or InvestinMedia Group) in: (i) any moneys borrowed by or any other indebtedness (actual or contingent) of, orgrant available to any such member, being or becoming repayable or capable ofbeing declared repayable immediately or earlier than their or its statedmaturity date or repayment date or the ability of any such member to borrowmoneys or incur any indebtedness being withdrawn, prohibited or inhibited orbeing capable of becoming or being withdrawn, prohibited or inhibited; (ii) any such agreement, authorisation, arrangement, lease, licence, permitor other instrument or the rights, liabilities, obligations or interests of anysuch member thereunder being terminated or modified or affected or anyobligation or liability arising or any action being taken thereunder; (iii) any assets or interests of any such member being or falling to bedisposed of or charged or ceasing to be available to any such member or anyright arising under which any such asset or interest could be required to bedisposed of or charged otherwise than in the ordinary course of business; (iv) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anysuch member or any such mortgage, charge or other security interest becomingenforceable or being enforced; (v) the rights, liabilities, obligations or interests of any such member in,or the business of any such member with, any person, company, firm or body (orany arrangement or arrangements relating to any such interest or business) beingterminated, adversely modified or affected; (vi) the value of any such member or its financial or trading position beingprejudiced or adversely affected; (vii) any such member ceasing to be able to carry on business under any nameunder which it presently does so; or (viii) the creation or assumption of any liability, actual or contingent, by any such member and no event having occurred which, under any provision of any agreement,arrangement, licence, permit or other instrument to which any member of theInvestinMedia Group or Avesco Group is a party or by or to which any such memberor any of its assets may be bound, entitled or subject, would result in or wouldreasonably be expected to result in any of the events or circumstances as arereferred to in sub-paragraphs (i) to (viii) of this paragraph 3b) (in each caseto an extent which is material in the context of InvestinMedia or Avesco); c) no government or governmental, quasi-governmental, supranational, statutory,regulatory, environmental or investigative body, court, trade agency,association, institution or any other body or person whatsoever in anyjurisdiction (each a 'Third Party') having decided or given notice of a decisionto take, institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference or having required any action to be taken orotherwise or enacted made or proposed and there not continuing to be outstandingany statute, regulation, decision or order, or having taken any other stepswhich would or would reasonably be expected to (in each case to an extent whichis material in the context of InvestinMedia or Avesco): (i) require, prevent or delay the divestiture, or alter the terms envisagedfor any proposed divestiture by any member of the InvestinMedia Group or anymember of the Avesco Group of all or any portion of their respective businesses,assets or property or impose any material limitation on the ability of any ofthem to conduct their respective businesses (or any of them) or to own or manageany of their respective assets or properties or any material part thereof; (ii) require, prevent or delay the divestiture by any member of InvestinMediaof any shares or other securities in Avesco; (iii)impose any limitation on, or result in a delay in, the ability of anymember of InvestinMedia or Avesco directly or indirectly to acquire or to holdor to exercise effectively any rights of ownership in respect of shares or loansor securities convertible into shares or any other securities (or theequivalent) in any member of the Avesco Group or the InvestinMedia Group or toexercise management control over any such member; (iv) otherwise adversely affect the business, assets, liabilities, prospects orprofits of any member of the InvestinMedia Group or of any member of the AvescoGroup; (v) make the Transaction or its implementation or the acquisition orproposed acquisition by InvestinMedia or any member of the InvestinMedia Groupof all or any shares or other securities in, or control of Avesco void, illegal,and/or unenforceable under the laws of any jurisdiction, or otherwise, directlyor indirectly, restrain, restrict, prohibit, challenge, delay or otherwisematerially interfere with the same, or impose additional conditions orobligations with respect thereto, or otherwise challenge or materially interferetherewith; (vi) save pursuant to the Transaction or Part XIIIA of the Companies Act,require any member of the InvestinMedia Group or Avesco Group to offer toacquire any shares or other securities (or the equivalent) or interest in orasset owned by any member of the Avesco Group or the InvestinMedia Group ownedby any third party; or (vii) result in any member of the InvestinMedia Group or Avesco Group ceasingto be able to carry on business under any name under which it presently does so,and all applicable waiting and other time periods during which any such ThirdParty could decide to take, institute, implement or threaten any action,proceeding, suit, investigation, enquiry or reference or enact any such statue,regulation, order or decision or take any other step under the laws of anyjurisdiction in respect of the Transaction or the acquisition or proposedacquisition of any Avesco Shares having expired, lapsed or been terminated; d) all necessary filings or applications having been made in connection withthe Transaction and all appropriate waiting periods (including extensionsthereof) in respect of the Transaction or its implementation under anyapplicable legislation or regulations of any jurisdiction having expired, lapsedor been terminated (as appropriate) and all statutory or regulatory obligationsin any jurisdiction having been complied with in connection with the Transactionor the acquisition by any member of the InvestinMedia Group of any shares orother securities in, or control of, Avesco and all authorisations, orders,recognitions, grants, consents, licences, confirmations, clearances, permissionsand approvals (collectively 'Consents') reasonably deemed necessary for or inrespect of, the Transaction or the proposed acquisition of any shares or othersecurities in, or control of, Avesco by any member of the InvestinMedia Grouphaving been obtained in terms and in a form reasonably satisfactory toInvestinMedia and Avesco from all appropriate Third Parties or persons with whomany member of the InvestinMedia Group or the Avesco Group has entered intocontractual arrangements, and all such Consents together with all materialConsents reasonably necessary to carry on the business of any member of theInvestinMedia Group or the Avesco Group remaining in full force and effect andall filings necessary for such purpose having been made and there being nonotice or intimation of any intention to revoke, withdraw, suspend, restrict,withhold or modify or not to grant or renew any of the same at the time at whichthe Transaction otherwise becomes Effective; e) except as (i) publicly announced in accordance with the AIM Rules byInvestinMedia or Avesco prior to 29 March 2007, (ii) disclosed in the annualreport and accounts of Avesco for the financial year ended 31 March 2006 or theinterim accounts for the six months to 30 September 2006 (iii) disclosed in theannual report and accounts of InvestinMedia for the financial year ended 30September 2006, or (iv) fairly disclosed by or on behalf of InvestinMedia orAvesco to the other prior to 29 March 2007, no member of the Avesco Grouphaving, since 31 March 2006, and no member of the InvestinMedia Group having,since 30 September 2006: (i) save as between InvestinMedia and wholly-owned subsidiaries ofInvestinMedia, or as between Avesco and wholly-owned subsidiaries of Avesco, orfor InvestinMedia Shares issued pursuant to the exercise of options grantedunder the InvestinMedia Share Schemes or the vesting of awards pursuant to theAvesco LTIP issued or agreed to issue, authorised or proposed or announced itsintention to authorise or propose the issue of additional shares of any class; (ii) save as between InvestinMedia and wholly-owned subsidiaries ofInvestinMedia, or as between Avesco and wholly-owned subsidiaries of Avesco, orfor the grant of options under the InvestinMedia Share Schemes or the vesting ofthe awards pursuant to the Avesco LTIP, issued or agreed to issue, authorised or proposed or announced its intention to authorise or propose theissue of securities convertible or exchangeable into shares of any class orrights, warrants or options to subscribe for, or acquire, any such shares orconvertible securities; (iii) other than to another member of the InvestinMedia Group or the AvescoGroup recommended, declared, paid or made or proposed to recommend, declare, payor make any bonus, dividend or other distribution whether payable in cash orotherwise; (iv) save pursuant to the Transaction and save for intra-InvestinMedia Groupor intra-Avesco Group transactions, merged or demerged with any body corporateor acquired or disposed of or transferred, mortgaged or charged or created anysecurity interest over any assets or any right, title or interest in any asset(including shares and trade investments) or authorised or proposed or announcedany intention to propose any merger, demerger, acquisition or disposal,transfer, mortgage, charge or security interest which, in any case, is not inthe ordinary course of business and is material in the context of InvestinMediaor Avesco; (v) save for intra-InvestinMedia Group or intra-Avesco Group transactions,made or authorised or proposed or announced an intention to propose any changein its loan capital; (vi) issued, authorised or proposed the issue of or announced an intentionto authorise or propose the issue of or made any change in or to the terms ofany debentures or (save for intra-InvestinMedia Group or intra-Avesco Grouptransactions), save in the ordinary course of business, incurred or increasedany indebtedness or become subject to any guarantee or contingent liability,which in any case is material in the context of InvestinMedia or Avesco; (vii) purchased, redeemed or repaid or announced any proposal to purchase,redeem or repay any of its own shares or other securities or reduced or, save inrespect to the matters mentioned in sub-paragraph (i) above, made any otherchange to any part of its share capital or proposed to do so; (viii) entered into, implemented, effected, varied or authorised, proposed orannounced its intention to implement, any reconstruction, amalgamation, scheme,commitment or other transaction or arrangement which, in any case, is not in theordinary course of business and is material in the context of InvestinMedia orAvesco; (ix) entered into or varied or terminated or authorised, proposed orannounced its intention to enter into or vary or terminate any contract,arrangement, agreement transaction or commitment (whether in respect of capitalexpenditure or otherwise) which is of a long term, onerous or unusual nature ormagnitude or which is or would be reasonably likely to be materially restrictiveon the businesses of Avesco or InvestinMedia or which involves or could involvean obligation of such a nature or magnitude or which is other than in theordinary course of business, and in each such case is or would be reasonablylikely to be material in the context of Avesco or InvestinMedia; (x) (other than in respect of a member which is dormant and was solvent atthe relevant time) taken or proposed any corporate action or had any legalproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution or reorganisation or for the appointment of a receiver,administrative receiver, administrator, trustee or similar officer of all or anyof its assets or revenues or any analogous proceedings in any jurisdiction orhad any such person appointed; (xi) been unable, or admitted in writing that it is unable, to pay its debtsor having stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease to carry on all or asubstantial part of its business; (xii) entered into any contract, transaction or arrangement which would berestrictive on the business of any member of the Avesco Group or theInvestinMedia Group other than to a nature and extent which is normal in thecontext of the business concerned, to an extent which is or would be reasonablylikely to be material in the context of Avesco or InvestinMedia; (xiii) waived or compromised or settled any claim otherwise than in theordinary course of business and in any case which is or would be reasonablylikely to be material in the context of InvestinMedia or Avesco; (xiv) entered into any contract, commitment, arrangement or agreement otherwise thanin the ordinary course of business or passed any resolution or made any offer(which remains open for acceptance) with respect to or announced any intentionto, or to propose to, effect any of the transactions, matters or events referredto in this condition; (xv) entered into or varied the terms of, or made any offer (which remainsopen for acceptance) to enter into or vary the terms of, any contract, serviceagreement or arrangement with any director or senior executive of any member ofthe InvestinMedia Group or the Avesco Group; (xvi) save as contemplated under the terms of the Transaction, proposed,agreed to provide or modified the terms of any share option scheme, incentivescheme or other benefit relating to the employment or termination of employmentof any person employed in the InvestinMedia Group or the Avesco Group which arematerial in the context of InvestinMedia or Avesco; or (xvii) save as contemplated under the terms of the Transaction, made anymaterial alteration to its memorandum or articles of association or otherconstitutional documents; f) since 30 September 2006 save as disclosed in the accounts for the financialyear ended on 31 March 2006 or the interim results for the six month periodended 30 September 2006 in the case of Avesco or the accounts for the financialyear ended 30 September 2006 in the case of InvestinMedia and save as publiclyannounced in accordance with the AIM Rules by InvestinMedia or Avesco prior to29 March 2007 or as fairly disclosed by or on behalf of InvestinMedia or Avescoto the other prior to 29 March 2007: (i) no material adverse change or deterioration having occurred in thebusiness, assets, financial or trading position or profits or prospects ofInvestinMedia or Avesco; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the InvestinMedia Group or the Avesco Groupis or may become a party (whether as a plaintiff, defendant or otherwise) and noinvestigation by any Third Party against or in respect of any member of theInvestinMedia Group or the Avesco Group having been instituted, announced orthreatened by or against or remaining outstanding in respect of any member ofthe InvestinMedia Group or the Avesco Group which in any such case would have orwould reasonably be expected to have a material adverse effect on InvestinMediaor Avesco; (iii) no contingent or other liability having arisen which would have or wouldreasonably be expected to have a material adverse effect on InvestinMedia orAvesco; (iv) no steps having been taken and no omissions having been made which arelikely to result in the withdrawal, cancellation, termination or modification ofany licence held by any member of the InvestinMedia Group or the Avesco Groupwhich is necessary for the proper carrying on of its business and the absence,termination or modification of which in any case would have or would reasonablybe expected to have a material adverse effect on InvestinMedia or Avesco; g) save as (i) publicly announced in accordance with the AIM Rules byInvestinMedia or Avesco prior to 29 March 2007, (ii) disclosed in the annualreport and accounts of Avesco for the financial year ended 31 March 2006 or theinterim accounts for the six month period ended 30 September 2006, or (iii)disclosed in the annual report and accounts of InvestinMedia for the financialyear ended 30 September 2006, InvestinMedia not having discovered in relation toAvesco and Avesco not having discovered in relation to InvestinMedia: (i) that any financial, business or other information concerning InvestinMediaor Avesco as contained in the information publicly disclosed or disclosed toInvestinMedia at any time by or on behalf of any member of the Avesco Group, orto Avesco at any time by or on behalf of any member of the InvestinMedia Group,is materially misleading, contains a material misrepresentation of fact or omitsto state a fact necessary to make that information not materially misleading; or (ii) that any member of the InvestinMedia Group or the Avesco Group is subjectto any liability (contingent or otherwise which is material in the context ofInvestinMedia or Avesco) which is not disclosed in the annual report andaccounts of Avesco for the year ended 31 March 2006 or the interim accounts forthe six months ended 30 September 2006 or the annual report and accounts ofInvestinMedia for the year ended 30 September 2006; and h) InvestinMedia not having discovered in relation to Avesco and Avesco nothaving discovered in relation to InvestinMedia that: (i) any past or present member of the InvestinMedia Group or the Avesco Grouphas failed to comply with any and/or all applicable legislation or regulation,of any jurisdiction with regard to the disposal, spillage, release, discharge,leak or emission of any waste or hazardous substance or any substance likely toimpair the environment or harm human health or animal health or otherwiserelating to environmental matters, or that there has otherwise been any suchdisposal, spillage, release, discharge, leak or emission (whether or not thesame constituted a non-compliance by any person with any such legislation orregulations, and wherever the same may have taken place) any of which disposal,spillage, release, discharge, leak or emission would be likely to give rise toany liability (actual or contingent) on the part of any member of theInvestinMedia Group or the Avesco Group and which is material in the context ofInvestinMedia or Avesco; or (ii) there is, or is likely to be, for that or any other reason whatsoever, anyliability (actual or contingent) of any past or present member of theInvestinMedia Group or the Avesco Group to make good, repair, reinstate or cleanup any property or any controlled waters now or previously owned, occupied,operated or made use of or controlled by any such past or present member of theInvestinMedia Group or the Avesco Group, under any environmental legislation,regulation, notice, circular or order of any government, governmental,quasi-governmental, state or local government, supranational, statutory or otherregulatory body, agency, court, association or any other person or body in anyjurisdiction and which is material in the context of InvestinMedia or Avesco. (i) Avesco receiving a confirmation from InvestinMedia as at the close ofbusiness on the Business Day immediately preceding the Court Hearing that notless than £15 million of cash resources are held by InvestinMedia at that time. 4. For the purposes of these conditions the 'Avesco Group' means Avesco and itssubsidiary undertakings, associated undertakings and any other undertaking inwhich Avesco and/or such undertakings (aggregating their interests) have asignificant interest and the 'InvestinMedia Group' means InvestinMedia and itssubsidiary undertakings, associated undertakings and any other undertaking inwhich InvestinMedia and/or such undertakings (aggregating their interests) havea significant interest and for these purposes 'subsidiary undertaking', 'associated undertaking' and 'undertaking' have the meanings given by theCompanies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act whichshall be excluded for this purpose, and 'significant interest' means a direct orindirect interest in ten per cent. or more of the equity share capital (asdefined in that Act). 5. Subject to the requirements of the Panel in accordance with the City Code: a) InvestinMedia reserves the right to waive, in whole or in part, all or anyof the above conditions, except conditions 1, 2 and 3a) and 3i), so far as theyrelate to Avesco, or any part thereof; and b) Avesco reserves the right to waive, in whole or in part, all or any of theabove conditions, except conditions 1, 2 and 3a), so far as they relate toInvestinMedia, or any part thereof. 6. If InvestinMedia is required by the Panel to make an offer for Avesco Sharesunder the provisions of Rule 9 of the Code, InvestinMedia may make suchalterations to any of the above conditions as are necessary to comply with theprovisions of that Rule. 7. InvestinMedia reserves the right to implement the Transaction by way of atakeover offer as defined in section 428 of the Companies Act. In such event,the Transaction will be implemented on the same terms (subject to appropriateamendments including (without limitation) an acceptance condition set at 90 percent. of the shares to which the Transaction relates or such other percentage asmay be required by the Panel), so far as applicable, as those which would applyto the implementation of the Transaction by means of the Scheme. 8. The Transaction will be governed by English law and be subject to thejurisdiction of the English courts, to the conditions set out in thisannouncement and in the formal Scheme Document. PART B Certain further terms of the Transaction 1 Fractions of New InvestinMedia Shares will not be allotted or issued pursuantto the Scheme. Fractional entitlements to New InvestinMedia Shares will beaggregated and sold in the market and the net proceeds of sale retained for thebenefit of the Enlarged Group. 2 The Avesco Shares which will be acquired under the Transaction will beacquired fully paid and free from all liens, charges, equitable interests,encumbrances, rights of pre-emption and any other rights and interests of anynature and together with all rights now or hereafter attaching to them. 3 The New InvestinMedia Shares will be issued credited as fully paid and willrank pari passu in all respects with the InvestinMedia Shares in issue at thetime the New InvestinMedia Shares are delivered pursuant to the Transaction,including the right to receive and retain dividends and other distributions (ifany) paid by reference to a record date after the Effective Date. Applicationwill be made to the London Stock Exchange for the New InvestinMedia Shares to beadmitted to trading on AIM. Appendix 2 Bases and Sources 1 Unless otherwise stated: • financial information relating to InvestinMedia has been extracted or provided (without material adjustment) from the audited annual report and accounts for InvestinMedia for the year ended 30 September 2006 reported under UK GAAP; and • financial information relating to Avesco has been extracted or provided (without material adjustment) from the audited annual report and accounts for Avesco for the year ended 31 March 2006 and the unaudited interim report and accounts for the six months ended 30 September 2006 reported under UK GAAP. 2 The value of the Transaction on an all share basis is calculated • on the assumption that no elections are made for the Partial Cash Alternative; • by reference to a price of 138 pence per InvestinMedia Share (being the Closing Price on 28 March 2007, the last Business Day prior to this announcement); • by reference to the average Closing Prices for InvestinMedia Shares and Avesco Shares for the period from 2 January 2007 to 28 March 2007; and • on the basis of the number of Avesco Shares in issue referred to in paragraph 4 below. 3 As at the close of business on 28 March 2007, InvestinMedia had in issue 16,316,297 ordinary shares of 10 pence each; and Avesco had in issue 19,094,075 ordinary shares of 10 pence each. The International Securities Identification Number for InvestinMedia Shares is GB0000653229 and for Avesco Shares is GB0034070515. 4 The fully diluted share capital of Avesco is calculated on the basis of: • the number of issued Avesco Shares (referred to in paragraph 3 above); and • any further Avesco Shares which may be issued on the vesting of awards under the Avesco LTIP, amounting to 1,734,000 Avesco Shares. 5 The respective percentages that InvestinMedia Shareholders and Avesco Shareholders will own of the Enlarged Group, assuming full take up of the Partial Cash Alternative, are calculated on the following basis: • by reference to InvestinMedia's issued share capital of 16,316,297 InvestinMedia Shares; • by reference to Avesco's fully diluted share capital as referred to in paragraph 4 above; and • no election is made by the Avesco LTIP award holders for cash. Appendix 3 DEFINITIONS In this announcement, the following definitions apply unless the contextrequires otherwise: 'Admission' the Admission of the New InvestinMedia Shares to trading on AIM'Admission Document' the admission document required to be published in accordance with the AIM Rules in relation to the re-admission of the Enlarged Group to trading on AIM'AIM Rules' the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as amended from time to time and published by the London Stock Exchange'AIM' AIM, a market operated by the London Stock Exchange'Avesco' or the 'Company' Avesco plc, registered in England and Wales (no. 4982392)'Avesco Board' the board of Avesco Directors'Avesco Directors' the directors of Avesco'Avesco Extraordinary General the extraordinary general meeting of Avesco Shareholders (or any adjournmentMeeting' thereof) as may be convened for the purposes of considering and, if thought fit, approving certain resolutions required to implement the Scheme'Avesco Group' Avesco and its subsidiary undertakings'Avesco LTIP' the Avesco 2004 Long Term Incentive Plan'Avesco Shareholders' holders of Avesco Shares'Avesco Shares' the ordinary shares of 10p each in the capital of Avesco'Australia' the Commonwealth of Australia and its dependant territories'Business Day' any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday'Canada' Canada, its provinces and territories and all areas subject to its jurisdiction or any political sub-division thereof'Capital Reduction' the proposed reduction of share capital of Avesco pursuant to the Scheme'City Code' the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel'Closing Price' the closing middle market price of a relevant share as derived from SEDOL'Companies Act' the Companies Act 1985 (as amended)'Complete' CILL Holdings Limited (Company Number 03244165) previously known as Complete Communications Corporation Limited'Conditions' the conditions to the Transaction set out in Appendix 1 to this announcement the High Court of Justice in England and Wales 'Court''Court Hearing' the hearing by the Court of the petition to sanction the Scheme and to confirm the Capital Reduction'Court Meeting' the meeting (or any adjournment thereof) of Avesco Shareholders convened by order of the Court under section 425 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without amendment) notice of which will be set out in the Scheme Document'Effective' in the context of the Transaction: (i) if the Transaction is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Transaction is implemented by way of the Offer, the Offer having been declared or become unconditional in all respects in accordance with the requirements of the City Code'Effective Date' the date on which the Transaction becomes Effective'Enlarged Group' the InvestinMedia Group (including the Avesco Group) following the Effective Date'First Court Order' the order of the Court sanctioning the Scheme'FSMA' the Financial Services and Markets Act 2000 (as amended)'Fountain Studios' the business of Fountain Television Limited'Independent Avesco Directors' the Avesco Directors other than Richard Murray'Independent InvestinMedia Directors' the InvestinMedia Directors other than Richard Murray'InvestinMedia' InvestinMedia plc, registered in England and Wales (no. 1788363)'InvestinMedia Board' the board of InvestinMedia Directors'InvestinMedia Directors' the directors of InvestinMedia'InvestinMedia Extraordinary General the extraordinary general meeting of InvestinMedia Shareholders (or anyMeeting' adjournment thereof) as may be convened for the purposes of considering and, if thought fit, approving the Transaction'InvestinMedia Group' InvestinMedia and its subsidiary undertakings'InvestinMedia Shareholder Circular' the circular to be sent to InvestinMedia Shareholders outlining the Transaction and containing the notice convening the InvestinMedia Extraordinary General Meeting'InvestinMedia Shareholders' the holders of InvestinMedia Shares'InvestinMedia Shares' ordinary shares of 10 pence each in the capital of InvestinMedia'Japan' Japan, its cities, prefectures, territories and possessions'JM Finn' J.M. Finn & Co. Ltd.'KBC Peel Hunt' KBC Peel Hunt Ltd. London Stock Exchange plc, together with any successors thereto 'London Stock Exchange''Medal' Medal Entertainment & Media PLC'Mix and Match Facility' the mix and match facility under which Avesco Shareholders electing for the Partial Cash Alternative may, subject to availability, elect to vary the proportion of New InvestinMedia Shares and cash they will receive under the Transaction'New InvestinMedia Shares' the InvestinMedia Shares proposed to be issued and credited as fully paid pursuant to the Transaction'Offer' should InvestinMedia elect to implement the Transaction by way of a takeover offer (as defined in section 428 of the Companies Act), the recommended offer to be made by or on behalf of InvestinMedia to acquire all of the Avesco Shares on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and, where the context admits, any subsequent revision, variation, extension or renewal of such Offer'Offer Document' should InvestinMedia elect to make the Offer, the document to be sent to Avesco Shareholders which will contain, inter alia, the terms and conditions of the Offer'Overseas Shareholders' Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom'Panel' the Panel on Takeovers and Mergers'Partial Cash Alternative' the partial cash alternative described in this announcement'Pounds', 'pence' and '£' the lawful currency of the United Kingdom'Presteigne Broadcast Hire' Presteigne Broadcast Hire, the trading name of Presteigne Limited'Registrar of Companies' the Registrar of Companies in England and Wales, within the meaning of the Companies Act'Reorganisation Record Time' the time (expected to be around 3.00 p.m.) on the date on which the First Court Order is delivered to the Registrar of Companies for registration'Restricted Territories' Australia, Canada or Japan or any other jurisdiction where either sending the Scheme Document or the Admission Document would violate the law of that jurisdiction'Scheme' the proposed scheme of arrangement under section 425 of the Companies Act relating to the Company and to be set out in the Scheme Document'Scheme Document' the circular to Avesco Shareholders proposing the Scheme to be posted by Avesco as soon as is reasonably practicable after the date of this announcement'Scheme Record Time' 5.00 p.m. on the business day immediately preceding the Court Hearing'Scheme Shareholders' holders of Scheme Shares'Scheme Shares' (i) the Avesco Shares in issue at the date of the Scheme Document; (ii) any Avesco Shares issued after the date of the Scheme Document and before the Voting Record Time; and (iii) any Avesco Shares issued at or after the Voting Record Time and before the close of business on the business day before the Count Hearing on terms that the holder shall be bound by the Scheme or, in the case of any such shares issues prior to the adoption of the amendment to the articles of association of Avesco as set out in the notice of the Avesco EGM, in respect of which the original or any subsequent holder thereof shall have agreed in writing to be bound by the Scheme.'Second Court Order' the order of the Court confirming the Capital Reduction'SEDOL' the London Stock Exchange Daily Official List'Subsidiary', 'Subsidiary have the meanings ascribed to them under the Companies ActUndertaking', 'AssociatedUndertaking' and 'Undertaking''Transaction' the proposed merger of InvestinMedia and Avesco by means of the Scheme, or, should InvestinMedia so elect, by means of the Offer'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland'United States', 'US' or 'USA' the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia'Voting Record Time' in relation to the Court Meeting 6.00 p.m. on the second day before the date of the Court Meeting and, in relation to the Avesco EGM, 6.00 p.m. on the second day before the day of the Avesco EGM, or, if either meeting is adjourned, 48 hours before the time fixed for such adjourned meeting'2waytraffic' 2waytraffic N.V. Unless otherwise stated, all times referred to in this announcement arereferences to London time. Any reference to any provision of any legislation shall include any amendment,modification, re-enactment or extension thereof. This information is provided by RNS The company news service from the London Stock Exchange