DODS.L Regulatory News (DODS)

28 Jul 2005 07:04

Huveaux PLC28 July 2005 Not for release, publication or distribution in or into the United States,Australia, Canada, Japan or any other jurisdiction if to do so would constitutea violation of the relevant laws of such jurisdiction For immediate release 28 July 2005 Recommended Offer by Dresdner Kleinwort Wasserstein on behalf of Huveaux PLC for Epic Group plc Highlights • The Boards of Huveaux and Epic today announce that they have reached agreement on the terms of a recommended share and cash offer to be made by Dresdner Kleinwort Wasserstein, on behalf of Huveaux, for the whole of the issued and to be issued ordinary share capital of Epic • The Offer values each Epic Share at 95.5 pence (based on the Closing Price of one Huveaux Share of 45.5 pence on 27 July 2005, being the last practicable Dealing Day prior to this announcement) and comprises 1.33 New Huveaux Shares and 35.0 pence in cash for each Epic Share • A Mix and Match Facility will also be available • The Offer values the entire issued share capital of Epic at approximately £22.7 million and each Epic Share at 95.5 pence representing a premium of: • 43.6 per cent. over the Closing Price of an Epic Share of 66.5 pence on 27 June 2005, being the last Dealing Day prior to Epic entering an Offer Period; and • 9.8 per cent. over the Closing Price of an Epic Share of 87.0 pence on 27 July 2005, being the last Dealing Day prior to this announcement • The Huveaux Directors believe the acquisition of Epic represents both an excellent strategic opportunity to acquire a market leading business in a growing market and a good fit across all of Huveaux's business. The Acquisition will strongly enhance the Learning Division and provide a significant platform from which to further develop both Epic's product offerings and Huveaux's existing products throughout its business • The Offer will enable Epic Shareholders to participate in the benefits expected to arise from Epic becoming part of the enlarged Huveaux Group • In aggregate, irrevocable undertakings and a letter of intent to accept, or to procure the acceptance of, the Offer have been received in respect of 12,399,243 Epic Shares, representing 52.1 per cent. of the existing issued share capital of Epic • The Huveaux Directors believe that the Acquisition will be earnings enhancing in the first full financial year of acquisition(1) Commenting on the Offer, John van Kuffeler, Chairman of Huveaux, said: "Today's announcement marks a further step towards Huveaux's objective ofbuilding a substantial publishing and media business. By acquiring a marketleader in the growing UK market of e-learning, Huveaux will have acquired a goodbusiness which not only complements each of our Political, Learning andProfessional Divisions, but also provides opportunities to add value to ourexisting products and intellectual property." Commenting on the Offer, John Gordon, Chairman of Epic, said: "The Offer by Huveaux represents an opportunity for Epic Shareholders to realisea significant cash amount per Epic share whilst at the same time becomingshareholders in an enlarged Huveaux Group and accessing the growth opportunitiesavailable." A presentation for analysts will be held at 9.30a.m. today at the offices ofDresdner Kleinwort Wasserstein, 20 Fenchurch Street, London EC3P 3DB. (1) This statement should not be taken to mean that the earnings per share ofHuveaux will necessarily match or exceed the historical reported earnings pershare of Huveaux and no forecast is intended or implied. Enquiries Huveaux 020 7245 0270John van Kuffeler, Executive Chairman Dresdner Kleinwort Wasserstein (Financial advisor to Huveaux) 020 7623 8000Charles BattenJoe Thompson Finsbury (Public Relations advisor to Huveaux) 020 7251 3801James LevitonKatie LangDon Hunter Epic 01273 728 686John Gordon, Non-executive ChairmanStephen Oliver, Chief Financial Officer Altium (Financial advisor to Epic) 020 7484 4040Garry LevinMarc Milmo Beattie Financial (Public Relations advisor to Epic) 020 7053 6400Brian Coleman-SmithJo ClewlowTim Pilgrim This summary should be read in conjunction with the full text of the attachedannouncement. The Offer will be subject to the conditions set out in Appendix Ito this announcement and to the full conditions and further terms which will beset out in the Offer Document being issued today (together with an EquivalentInformation Document) to Epic Shareholders. Appendix II contains the sources and bases of information used in thisannouncement. Appendix III contains the definitions of certain expressions used in thisannouncement. Dresdner Kleinwort Wasserstein, which is authorised and regulated by theFinancial Services Authority, is acting for Huveaux and for no-one else inconnection with the Offer and will not be responsible to anyone other thanHuveaux for providing the protections afforded to customers of DresdnerKleinwort Wasserstein, or for providing advice in relation to the Offer or anymatters referred to herein. Altium, which is authorised and regulated by the Financial Services Authority,is acting for Epic and for no-one else in connection with the Offer and will notbe responsible to anyone other than Epic for providing the protections affordedto customers of Altium, or for providing advice in relation to the contents ofthe Offer or any matters referred to herein. Not for release, publication or distribution in or into the United States,Australia, Canada, Japan or any other jurisdiction if to do so would constitutea violation of the relevant laws of such jurisdiction. For immediate release 28 July 2005 Recommended Offer by Dresdner Kleinwort Wasserstein on behalf of Huveaux PLC for Epic Group plc 1. Introduction The Boards of Huveaux and Epic today announce that they have reached agreementon the terms of a recommended share and cash offer to be made by DresdnerKleinwort Wasserstein, on behalf of Huveaux, for the whole of the issued and tobe issued ordinary share capital of Epic. 2. Summary terms of the Offer The Offer, which is subject, inter alia, to the conditions and further terms setout in Appendix I to this announcement and (in respect of certificated EpicShares) in the Form of Acceptance, is being made by Dresdner KleinwortWasserstein, on behalf of Huveaux, on the following basis: for each Epic Share 1.33 New Huveaux Shares and 35.0 pence in cash The Offer values the entire issued share capital of Epic at approximately £22.7million and each Epic Share at 95.5 pence based on the Closing Price of oneHuveaux Share of 45.5 pence on 27 July 2005, being the last practicable DealingDay prior to this announcement. At 95.5 pence per Epic Share, the Offerrepresents a premium of: • 43.6 per cent. over the Closing Price of an Epic Share of 66.5 pence on 27 June 2005, being the last Dealing Day prior to Epic entering an Offer Period; and • 9.8 per cent. over the Closing Price of an Epic Share of 87.0 pence on 27 July 2005, being the last Dealing Day prior to this announcement. Full acceptance of the Offer, assuming the exercise of all outstanding optionswith an exercise price of less than 95.5 pence per Epic share under the EpicShare Option Schemes before the Offer closes and on the bases and assumptionsset out in Appendix I to this announcement, will result in the payment ofapproximately £8.5 million in cash and the issue of approximately 32.5 millionNew Huveaux Shares by Huveaux and in Epic Shareholders holding approximately23.2 per cent. of the Enlarged Share Capital. Details of the conditions and further terms of the Offer are set out below andin Appendix I to this announcement. The further terms of the Offer will also beset out in the Offer Document and (in respect of certificated Epic Shares) inthe Form of Acceptance. 3. Mix and Match Facility Epic Shareholders who validly accept the Offer are being offered a Mix and MatchFacility under which they may, subject to availability, elect to vary theproportions in which they receive the cash consideration and the New HuveauxShares in respect of their holdings of Epic Shares. The maximum number of NewHuveaux Shares and the maximum amount of cash consideration under the Offer willnot be varied, so that Huveaux's ability to satisfy elections by EpicShareholders will depend on the extent to which other Epic Shareholders makeoffsetting elections. To the extent that such elections cannot be satisfied infull, they will be scaled down on a pro rata basis. Further details of the Mixand Match Facility will be set out in the Offer Document. The Mix and Match Facility will remain open until at least the First ClosingDate. It may be extended thereafter and will be extended if the Offer is notthen declared unconditional as to acceptances. However, Epic Shareholdersshould note that the closing date for the Mix and Match Facility may be earlierthan the final closing date of the Offer. 4. Background to and reasons for the Offer Huveaux was formed in 2001 with the objective of building a substantialpublishing and media business focused on the creation and delivery of "must have" information across both the public and private sectors. On inception, it wasstated that development would be driven by an appropriate balance of organic andacquisition growth. Since its flotation in December 2001, Huveaux has made seven acquisitions andsuccessfully built its Political Division into one of the leading publishers andinformation providers to the UK and European political and public affairscommunities. In addition, Huveaux has established a strong presence in theLearning market through its Fenman and Lonsdale businesses and is proposing tostrengthen its presence in the Professional market through its proposedacquisition of JBB Sante, one of France's leading publishers of medicaljournals, which has a strong focus on continuing medical education forhealthcare professionals. Huveaux announced details of this proposedacquisition on 21 July 2005. The Huveaux Directors believe the acquisition of Epic represents both anexcellent opportunity to acquire a market leader in the growing UK market fore-learning and a good strategic fit with Huveaux's existing businesses. Epic isa profitable, cash-generative business with a quality customer base in both theprivate and public sectors, including major banks, retailers and consultanciesin the private sector and government departments, education, health and defencein the public sector. It provides e-learning solutions that are increasinglybecoming a prerequisite for organisations in their training and learningactivities. The Huveaux Directors further believe that Epic's acquisition by Huveaux willprovide it with the support of a larger publishing group and the strongmanagement resources needed for its further growth and to help deliver on thecross-selling opportunities to customers of both organisations. The combinationof the two businesses will also provide Huveaux with the ability to offer abroader range of learning solutions (including blended solutions) to existingcustomers of its Learning Division and those of its Political and ProfessionalDivisions. In addition, it will provide the ability to extract further valuefrom its existing products and intellectual property through the in-housedevelopment of owned e-learning products. The Board of Huveaux has identified the following key strategic, financial andoperational benefits which are expected to arise from the Acquisition: - Epic is a leading UK provider of e-learning products and services to a broad range of quality customers across both the public and private sectors; - the Directors of Huveaux believe the e-learning market represents a significant growth opportunity, as companies, professions and public bodies continue to look for greater productivity through training and development, but at a lower cost of delivery; - the business combination of Huveaux with Epic opens up an opportunity to offer e-learning products and blended learning solutions to new and existing customers and subscribers within Huveaux's Political, Learning and Professional Divisions. This broader product offering across a range of communication channels will, the Huveaux Directors believe, also extend and deepen Huveaux's relationship with its existing customers and subscribers; - the Directors of Huveaux also believe that Epic will be better placed to exploit these opportunities as part of a larger, broad-based publishing and media group and will benefit from the experience of the senior management team at Huveaux in further building and developing the Epic business; - combining Huveaux's owned intellectual property with Epic's technologically advanced delivery system; - the opportunity to retain Epic's e-learning products and content rights in-house for further development and exploitation within the Enlarged Group; - operational efficiencies and cost saving opportunities from the combination of the two senior management teams and the future need for only one corporate head office; and - the Directors of Huveaux believe that the Acquisition will be earnings enhancing in the first full financial year of acquisition(1). The UK is currently experiencing significant growth in the e-learning market.A recent Chartered Institute of Personnel and Development survey for 2005expects e-learning in the UK to increase over the next three years from lessthan 10 per cent. of total training time to up to 50 per cent. of total trainingtime in a significant number of organisations. Due to the Government's strongsupport for IT literacy training, market commentators expect this marketplace togrow by up to 40 per cent. in value over the next two years. Whilst the UK e-learning market is both diverse and fragmented, there areimportant barriers to entry in producing products that are acceptable tosignificant organisations, not least the lead-time necessary to establish andnurture a customer relationship which ultimately allows access to theorganisation's learning and training programmes. Once such a training programmeis in place, it is more difficult for a new entrant to penetrate existingrelationships. Epic has achieved approved supplier status with a number ofsubstantial organisations. The Offer for Epic by Huveaux has been unanimously recommended by the Epic Board. 5. Recommendation The Epic Directors, who have been so advised by Altium, consider the terms ofthe Offer to be fair and reasonable. In providing advice to the Epic Directors,Altium has taken into account the commercial assessments of the Epic Directors. Accordingly, the Epic Directors unanimously recommend that Epic Shareholdersaccept the Offer. The Epic Directors who beneficially own Epic Shares haveirrevocably undertaken to accept, or to procure the acceptance of, the Offer inrespect of, in aggregate, 2,392,381 Epic Shares, in which they (and certainpersons connected with them (within the meaning of Section 346 of the Act) andtheir related trusts) are interested, representing approximately 10.0 per cent.of the existing issued share capital of Epic. 6. Background to and reasons for the recommendation of the Offer Epic, which provides bespoke e-learning solutions to both public and privatesector clients has, through its technological expertise and strong brand andblue chip client base, established a leading position in the UK e-learningmarket. Despite this position, volatility in both the timing and the level of clients'spend on their e-learning requirements has resulted in uncertainty as to Epic'sindependent growth prospects. Epic is a profitable and cash generative business. The Epic Board believes thatit could also prove to be an attractive acquisition for an organisation seekingto enhance its range of learning solutions. In May 2005, the Epic Boardreceived an approach from Huveaux which allowed it to explore the possibility ofproviding enhanced value to Epic Shareholders and this has resulted in the Offerbeing made. The Epic Board believes the activities of Epic are complementary to those of theHuveaux Group, which is comprised of a number of 'information' businesses withstrong market positions. The Epic Board further believes that the acquisitionof Epic by Huveaux and the integration of the Epic operations can provideHuveaux with opportunities to cross-sell services to the customer base of theEnlarged Group and offer them a wider, more comprehensive range of learningsolutions. The Epic Board has concluded that the Offer, valuing each Epic Share at 95.5pence and representing a premium of 43.6 per cent. over the Closing Price of anEpic Share on 27 June 2005 (the business day prior to the announcement that theEpic Board was in talks that might lead to an offer for Epic) represents anopportunity for Epic Shareholders to realise a significant cash amount per EpicShare whilst at the same time becoming shareholders in an enlarged Huveaux Groupand accessing the growth opportunities available. 7. Irrevocable undertakings to accept the Offer Huveaux has received irrevocable undertakings from all of the Epic Directors whobeneficially own Epic Shares to accept, or to procure the acceptance of, theOffer in respect of, in aggregate, 2,392,381 Epic Shares in which they (andcertain persons connected with them (within the meaning of section 346 of theAct) and their related trusts) are interested, representing approximately 10.0per cent. of the existing issued share capital of Epic. All of these irrevocableundertakings to accept the Offer are binding, even if a higher competing offeris announced by a third party, unless the Offer lapses or is withdrawn. Huveaux has also received irrevocable undertakings from certain othershareholders to accept, or to procure the acceptance of, the Offer in respectof, in aggregate, 9,406,862 Epic Shares, representing approximately 39.5 percent. of Epic's existing issued ordinary share capital. These undertakings willcease to be binding in the event of an offer for the issued and to be issuedshare capital of Epic by another party that has a value, upon announcement,which exceeds the value of the Offer by 15 per cent. or more in respect of2,232,886 Epic Shares; by 10 per cent. or more in respect of 3,988,100 EpicShares; by more than 10 per cent. in respect of 1,500,000; and has a value of100 pence per Epic Share or higher in respect of 1,685,876 Epic Shares. In addition, Huveaux has received a letter of intent to accept the Offer inrespect of 600,000 Epic Shares representing 2.5 per cent. of Epic's existingissued ordinary share capital. Therefore, in aggregate, irrevocable undertakings and a letter of intent toaccept, or to procure the acceptance of, the Offer have been received in respectof 12,399,243 Epic Shares representing approximately 52.1 per cent. of theexisting issued share capital of Epic. 8. Financing of the Offer The cash consideration payable under the Offer will be fully financed from an£8.5 million bridge finance facility with Bank of Scotland. Upon completion,this facility will be repaid using Epic's existing cash resources. Details ofthese arrangements are set out in the Equivalent Information Document which willaccompany the Offer Document. 9. Information on Huveaux Huveaux was formed in 2001 with the objective of building a substantialpublishing and media business focused on the creation and delivery of "must have" information across both the public and private sectors. On inception, it wasstated that development would be driven by an appropriate balance of organic andacquisition growth. To date Huveaux has completed seven acquisitions and reported increased sales,pre-tax profits and dividends in each of the three financial years since itsformation. Its business now consists of three Divisions: Political, Learning andProfessional. Within these areas, Huveaux's operations comprise a mix ofmagazines, websites, databases, reference books, revision guides, manuals,videos, conferences, seminars and events in the B2B sector. Huveaux's PoliticalDivision has established itself as a market leader in its field. Huveaux hasapproximately 200 employees located in offices in London, Paris and Brussels aswell as in four UK regional offices. After three years of significant progress, Huveaux remains focused on itsoriginal objective and the proposed Acquisition (and the proposed acquisition ofJBB Sante) represents a further step towards the fulfilment of that objective. For the year ended 31 December 2004, Huveaux reported in its published auditedannual report and accounts turnover of £14.4 million and a profit before tax of£2.1 million. At 31 December 2004, Huveaux had net assets of £39.1 million. Forthe six month period ended 30 June 2005, Huveaux reported, in its publishedunaudited interim results, turnover of £9.0 million and a profit before tax of£0.6 million. At 30 June 2005 Huveaux had net assets of £39.5 million. The three-year trading record for Huveaux (and the interim financial statementsfor the six months to 30 June 2005) is set out in the Equivalent InformationDocument, which will accompany the Offer Document. 10. Information on Epic Epic is a market leader in e-learning in the UK. It has a quality customer basein both the private and public sectors, including major banks, retailers andconsultancies in the private sector and governmental departments, education,health and defence in the public sector. Epic offers bespoke e-learning content,strategic consultancy and research to help organisations plan and implementinnovative learning strategies and also has a range of 'off-the-shelf'courseware and technology tools. Epic designs and builds websites that providethe context for organisational learning and knowledge management. It alsooperates a dedicated testing facility for e-learning called 'EpiCentre'. For the year ended 31 May 2005, Epic reported turnover of £8.1 million and aprofit before tax of £2.1 million. At 31 May 2005, Epic had net assets of £9.1million, including net cash balances of £10.3 million. The three-year trading record for Epic is set out in the Equivalent InformationDocument, which will accompany the Offer Document. 11. Dividend The annual general meeting of Epic will not be convened pending the outcome ofthe Offer. Should the Offer become or be declared unconditional in allrespects, the proposed final dividend of 3.2 pence per Epic Share announced inthe preliminary statement of audited results for the financial year ended 31 May2005, will not be paid to Epic Shareholders. 12. Current trading of Huveaux On 21 July 2005, Huveaux announced its interim results which included thefollowing update on current trading: "The second half of the year is an important period for the business as itcoincides with the start of the academic and parliamentary years in Septemberand October. Forward orders are already strong and the outlook for the remainderof the 2005 financial year continues to be good. This positive position will befurther significantly enhanced by the proposed acquisition of JB Bailliere Santewhich was announced today." The full interim financial statements for the six months to 30 June 2005 isincorporated in the Equivalent Information Document which will accompany theOffer Document. The prospects for the Enlarged Group will be largely driven by the continuedorganic growth of both the Huveaux and Epic businesses together with thesuccessful integration of Epic (and JBB Sante) into the Enlarged Group. TheBoard will continue to target selective businesses which satisfy its acquisitioncriteria. Huveaux is well positioned to take advantage of the growthopportunities that will arise from the Acquisition, including the new and morediverse product range offerings and customer base, as well as the cost andefficiency savings that are expected to arise from a successful integration. TheHuveaux Directors believe that the Acquisition will better position Huveaux tobenefit from the growing e-learning marketplace and enable it to further developits existing business. The Huveaux Board is therefore confident in the financialand trading prospects of the Enlarged Group. 13. Management and employees The Huveaux Directors have confirmed that the existing employment rights,including pension rights, of all employees and associates of Epic will be fullysafeguarded. Epic will form part of Huveaux's Learning Division. Donald Clark, the ChiefExecutive Officer of Epic, will step down from the Board of Epic and take-up aconsultancy role with Huveaux, enabling his expertise and knowledge of thee-learning market to remain available to Huveaux. A new chief operating officerwill be appointed to lead the Epic business, reporting directly to Gerry Murray,Chief Executive, Huveaux UK. Further details of the arrangements with DonaldClark are provided in the Offer Document. 14. Inducement fee Epic entered into an agreement on 27 July 2005 (with the consent of the Panel)pursuant to which: (a) Epic agreed to pay the sum of £210,000 to Huveaux in the event that: (i) a third party offer is announced before the Offer lapses or iswithdrawn and subsequently becomes or is declared unconditional in all respectsor otherwise completes (as relevant); or (ii) the Epic Board fails to recommend the Offer or withdraws or altersits recommendation of the Offer, (other than in the event of the circumstancesset out in 14(b)(i) below, where there is a material adverse change in thefinancial or trading position of Huveaux which would require Huveaux to disclosepublicly details of such matter) and the Offer does not become or is notdeclared unconditional in all respects; and (b) Huveaux has agreed to pay the sum of £210,000 to Epic in the eventthat: (i) there occurs a material adverse change in the financial or tradingposition of Huveaux, which would oblige Huveaux to disclose publicly details ofsuch matter in accordance with the AIM Rules, the Prospectus Rules or FSMA; or (ii) admission of the New Huveaux Shares to trading on AIM does notbecome effective. 15. Disclosure of interests in Epic Neither Huveaux nor, so far as Huveaux is aware, any person deemed to be actingin concert with Huveaux, owns or controls any Epic Shares or has any options toacquire Epic Shares. Neither Huveaux nor, so far as Huveaux is aware, anyperson acting in concert with Huveaux for the purposes of the Offer has anyarrangement in relation to Epic Shares or any securities convertible into orexchangeable into Epic Shares or options (including traded options) in respectof, or derivatives referenced to, any such shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to Epic Shareswhich may be an inducement to deal or refrain from dealing in such shares. Inthe interests of confidentiality prior to this announcement, Huveaux has notmade any enquiries in this respect of certain parties who may be presumed by thePanel to be acting in concert with Huveaux for the purposes of the Offer. 16. Further details of the Offer The Epic Shares will be acquired by Huveaux fully paid and free from all liens,charges, equitable interests, encumbrances and any other third party rights ofany nature whatsoever and together with all rights now or hereafter attaching tothem, including the right to receive in full and retain all dividends and otherdistributions (if any) subsequently declared, made or paid and including (ifpaid) the final dividend of 3.2 pence per Epic Share announced on 14 July 2005. The New Huveaux Shares to be issued pursuant to the Offer will be issuedcredited as fully paid and free from all liens, equities, encumbrances, andother interests. The New Huveaux Shares will rank pari passu in all respectswith, and have the same rights as, the Existing Huveaux Shares, including theright to receive all future dividends and other distributions declared, made orpaid by Huveaux following the date of this announcement. Fractions of NewHuveaux Shares will not be allotted or issued pursuant to the Offer but will beaggregated and sold in the market for the benefit of the Enlarged Group. The Offer will be subject to the conditions of the Offer set out in Appendix I,and the conditions and further terms that will be set out in the Offer Documentand (in respect of certificated Epic Shares) in the Form of Acceptance. 17. Admission to trading on AIM and dealings Application has been made to the London Stock Exchange for the New HuveauxShares to be admitted to trading on AIM. It is expected that Admission willbecome effective and that dealings on AIM (for normal settlement) will commenceat 8.00 a.m. on the first business day after the date on which the Offer becomesor is declared unconditional in all respects (save for any condition relating toAdmission). No application is being made for the New Huveaux Shares to be admitted tolisting or to be dealt in on any other exchange. Temporary documents of title will not be issued pending the dispatch, whereapplicable, by post of definitive certificates for New Huveaux Shares inaccordance with the terms of the Offer. Pending the issue of definitivecertificates for the New Huveaux Shares, transfers will be certified against theregister held by Lloyds TSB Registrars. 18. Compulsory acquisition and cancellation of trading on AIM If Huveaux receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent. or more of the Epic Shares to which the Offer relates andthe Offer becomes unconditional in all respects, Huveaux intends to exercise itsrights pursuant to the provisions of sections 428 to 430F (inclusive) of the Actto acquire compulsorily Epic Shares in respect of which acceptances have notthen been received. It is intended that, following the Offer becoming or being declaredunconditional in all respects and subject to any applicable requirements of theLondon Stock Exchange, Huveaux will procure that Epic applies to the LondonStock Exchange for the trading of the Epic Shares on AIM to be cancelled. It isanticipated that such cancellation will take effect no earlier than 20 businessdays after the Offer becomes or is declared unconditional in all respects.Huveaux will make an announcement when the Offer becomes or is declared whollyunconditional and such announcement will include a statement of Huveaux'sintentions regarding the cancellation of trading of Epic Shares on AIM.Cancellation of the trading of Epic Shares on AIM would significantly reduce theliquidity and marketability of any Epic Shares in respect of which acceptancesof the Offer have not been submitted. 19. Epic Share Option Schemes The Offer will extend to any Epic Shares issued or unconditionally allotted andfully paid (or credited as fully paid) whilst the Offer remains open foracceptance (or such earlier date, not being earlier than the date on which theOffer becomes or is declared unconditional as to acceptances or, if later, theFirst Closing Date, as Huveaux may, subject to the City Code, decide), includingsuch shares which are unconditionally allotted or issued or granted orsubscribed for upon the exercise of any options granted under the Epic ShareOption Schemes. On or before the Offer becoming or being declared unconditionalin all respects, Huveaux will write to option holders to inform them of theeffect of the Offer on their rights under the Epic Share Option Schemes and setout appropriate proposals to be made in respect of their options. 20. Overseas Shareholders Unless otherwise determined by Huveaux and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails, or by any means or instrumentality (including, withoutlimitation, facsimile transmission, telephone and the internet) of interstate orforeign commerce, or of any facility of a national, state or other securitiesexchange, of a Restricted Jurisdiction (including the United States, Canada,Australia and Japan) and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facility or from within a RestrictedJurisdiction. Accordingly, copies of this announcement and formal documentationrelating to the Offer are not being and must not be, directly or indirectly,mailed or otherwise forwarded, distributed or sent in or into or from aRestricted Jurisdiction, including to Epic Shareholders with addresses in aRestricted Jurisdiction or to persons whom Huveaux knows to be custodians,nominees or trustees holding Epic Shares for persons in a RestrictedJurisdiction. Doing so may render invalid any related purported acceptance ofthe Offer. Persons receiving this announcement and formal documentation relatingto the Offer (including, without limitation, custodians, nominees and trustees)must not mail or otherwise forward, distribute or send them in or into or from aRestricted Jurisdiction. The availability of the Offer to persons who are notresident in the United Kingdom may be affected by the laws of the relevantjurisdictions. Persons who are not resident in the United Kingdom should informthemselves about and observe any applicable requirements. Further details inrelation to Overseas Shareholders will be contained in the Offer Document. The New Huveaux Shares to be issued in connection with the Offer have not beenand will not be registered under the US Securities Act or under the securitieslaws of any state of the United States; the relevant clearances have not beenand will not be obtained from the securities commission or any similar authorityof any province or territory of Canada; no prospectus has been, or will be,lodged with, or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the New Huveaux Shares havenot been and will not be registered under or offered in compliance withapplicable securities laws of any state, province, territory or jurisdiction ofCanada, Australia or Japan. Accordingly, the New Huveaux Shares are not beingand will not be offered, sold, resold or delivered, directly or indirectly, inor into the United States, Canada, Australia or Japan or any other jurisdictionif to do so would constitute a violation of the laws of, or require registrationthereof in, the relevant jurisdiction or (unless otherwise determined by Huveauxand permitted by applicable law and regulation) to, or for the account orbenefit of, any Canadian, Australian or Japanese person. 21. Huveaux issued share capital In accordance with Rule 2.10 of the City Code, Huveaux confirms that it has107,607,585 Ordinary Shares in issue. The International SecuritiesIdentification Number for Huveaux ordinary shares is GB003129579. 22. General The Offer Document, Equivalent Information Document and Form of Acceptance willbe posted to Epic Shareholders as soon as reasonably practicable and in anyevent within 28 days of this Announcement, other than to Epic Shareholders in aRestricted Jurisdiction. In addition, the Equivalent Information Document willbe posted to Huveaux Shareholders as soon as practicable. Huveaux does not require shareholder approval for the Acquisition but hasdecided to take this opportunity to seek the authority to increase itsauthorised share capital so as to maintain a reasonable level of authorised butunissued and unreserved share capital following the Offer and to increase theauthority of Huveaux Directors to issue Huveaux Shares so as to continue toprovide Huveaux Directors with the flexibility to act in the best interests ofHuveaux Shareholders. These approvals will be sought at the ExtraordinaryGeneral Meeting to be held at Senator House, 85 Queen Victoria Street, LondonEC4V 4JL at 11.00 a.m. on 7 September 2005. The Notice of Extraordinary GeneralMeeting will be posted to Huveaux Shareholders as soon as practicable. TheOffer is not conditional on the passing of the resolutions to be put to HuveauxShareholders at the Extraordinary General Meeting. The Epic Directors accept responsibility for the information contained in thisannouncement relating to Epic, the Epic Directors and members of their immediatefamilies and related trusts. To the best of the knowledge and belief of the EpicDirectors (who have taken all reasonable care to ensure that such is the case),such information is in accordance with the facts and does not omit anythinglikely to affect the import of such information. The Huveaux Directors accept responsibility for the information contained inthis announcement, other than the information for which the Epic Directorsaccept responsibility. To the best of the knowledge and belief of the HuveauxDirectors (who have taken all reasonable care to ensure that such is the case),such information is in accordance with the facts and does not omit anythinglikely to affect the import of such information. The Offer will be subject to the applicable requirements of the City Code andthe Panel, the London Stock Exchange and the UK Listing Authority. 23. Appendices (a) Appendix I to this announcement contains the conditions and asummary of certain further terms of the Offer. (b) Appendix II to this announcement contains further details ofthe bases and sources of the financial and other information set out in thisannouncement. (c) Appendix III to this announcement contains definitions ofcertain expressions used in this announcement. Enquiries Huveaux 020 7245 0270John van Kuffeler, Executive Chairman Dresdner Kleinwort Wasserstein (Financial advisor to Huveaux) 020 7623 8000Charles BattenJoe Thompson Finsbury (Public Relations advisor to Huveaux) 020 7251 3801James LevitonKatie LangDon Hunter Epic 01273 728 686 John Gordon, Non-executive ChairmanStephen Oliver, Chief Financial Officer Altium (Financial advisor to Epic) 020 7484 4040Garry LevinMarc Milmo Beattie Financial (Public Relations advisor to Epic) 020 7053 6400Brian Coleman-SmithJo ClewlowTim Pilgrim This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer will be made solely by the OfferDocument and (in respect of certificated Epic Shares) in the Form of Acceptance,which will contain the full terms and conditions of the Offer, including detailsof how the Offer may be accepted. Unless otherwise determined by Huveaux and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails or by any means or instrumentality (including, withoutlimitation, facsimile transmission, telephone and the internet) of interstate orforeign commerce, or of any facility of a national, state or other securitiesexchange of a Restricted Jurisdiction (including the United States, Canada,Australia and Japan) and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facility or from within a RestrictedJurisdiction. The New Huveaux Shares to be issued in connection with the Offer have not beenand will not be registered under the US Securities Act or under the securitieslaws of any state of the United States; the relevant clearances have not beenand will not be obtained from the securities commission or any similar authorityof any province or territory of Canada; no prospectus has been, or will be,lodged with, or registered by, the Australian Securities and InvestmentsCommission or the Japanese Ministry of Finance; and the New Huveaux Shares havenot been, nor will they be, registered under or offered in compliance withapplicable securities laws of any state, province, territory or jurisdiction ofCanada, Australia or Japan. Accordingly, the New Huveaux Shares are not beingand will not be offered, sold, resold or delivered, directly or indirectly, inor into the United States, Canada, Australia or Japan or any other jurisdictionif to do so would constitute a violation of the laws of, or require registrationthereof in, the relevant jurisdiction or (unless otherwise determined by Huveauxand permitted by applicable law and regulation) to, or for the account orbenefit of, any US, Canadian, Australian or Japanese person. Dresdner Kleinwort Wasserstein, which is authorised and regulated by theFinancial Services Authority, is acting for Huveaux and for no-one else inconnection with the Offer and will not be responsible to anyone other thanHuveaux for providing the protections afforded to customers of DresdnerKleinwort Wasserstein, or for providing advice in relation to the Offer or anymatters referred to herein. Altium, which is authorised and regulated by the Financial Services Authority,is acting for Epic and for no-one else in connection with Offer and will not beresponsible to anyone other than Epic for providing the protections afforded tocustomers of Altium, or for providing advice in relation to the contents of theOffer or any matters referred to herein. If you are in any doubt about the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or independent financial adviser authorised underthe Financial Services and Market Act 2000 if you are resident in the UnitedKingdom or, if not, from another appropriately authorised independent financialadviser. APPENDIX I Conditions and further terms of the Offer Section A: Conditions of the Offer The Offer is subject to the following conditions: 1. Acceptances valid acceptances being received (and not, where permitted, withdrawn) by nolater than 3.00 p.m. on 18 August 2005 (or, subject to the Code, such later time(s) and/or dates(s) as Huveaux may decide) in respect of not less than 90 percent. (or such lesser percentage as Huveaux may decide) of the Epic Shares towhich the Offer relates. However, this condition will not be satisfied unlessHuveaux and/or its wholly-owned subsidiaries have acquired or agreed to acquireEpic Shares carrying, in aggregate, over 50 per cent. of the voting rights thennormally exercisable at general meetings of Epic including, for this purpose, tothe extent (if any) required by the Panel, the voting rights attaching to anyEpic Shares which may be unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances. In this condition: (a) the expression "Epic Shares to which the Offer relates"shall be construed in accordance with sections 428 to 430F (inclusive) of theCompanies Act; and (b) Epic Shares which have been unconditionally allotted butnot issued shall be deemed to carry the voting rights which they will carry whenthey are issued; and (c) valid acceptances shall be treated as having beenreceived in respect of any Epic Shares that Huveaux shall, pursuant to section429(8) and, if applicable, section 430E of the Companies Act, be treated ashaving acquired or contracted to acquire by virtue of acceptances of the Offer. 2. Admission of New Huveaux Shares the admission of the New Huveaux Shares to trading on AIM becoming effective inaccordance with the AIM Rules or (if Huveaux so determines and subject to theconsent of the Panel) the London Stock Exchange agreeing to admit such shares totrading on AIM subject only to the allotment of such shares. 3. Authorisations (a) all authorisations in any jurisdiction necessary for, or inrespect of, the Offer, its implementation or any acquisition of any shares in,or control of, Epic or any other member of the Wider Epic Group by any member ofthe Wider Huveaux Group having been obtained in terms and in a form satisfactoryto Huveaux acting reasonably from any relevant person or from any person or bodywith whom any member of the Wider Epic Group has entered into contractualarrangements and all such authorisations remaining in full force and effect andthere being no intimation of any intention to revoke or not renew the same; and (b) all authorisations necessary to carry on the business of any memberof the Wider Epic Group remaining in full force and effect and there being nonotification of any intention to revoke or not to renew the same; and (c) all filings necessary having been made and all applicable waitingand other periods having expired, lapsed or been terminated and all applicablestatutory or regulatory obligations in any jurisdiction in respect of the Offerhaving been complied with. 4. Regulatory Intervention No relevant person having taken, instituted, implemented or threatened any legalproceedings, or having required any action to be taken or otherwise having doneanything or having enacted, made or proposed any statute, regulation, order ordecision or taken any other step and there not continuing to be outstanding anystatute, regulation, order or decision that would or might reasonably beexpected to (in each case to an extent which is material and adverse in thecontext of the Wider Epic Group): make the Offer, its implementation or the acquisition or proposedacquisition of any shares in, or control or management of, the Wider Epic Groupby Huveaux illegal, void or unenforceable; or (a) otherwise directly or indirectly prevent, prohibit or otherwiserestrict, restrain, delay or interfere in the implementation of or imposeadditional conditions or obligations with respect to or otherwise challenge orrequire amendment of the Offer or the proposed acquisition of Epic by Huveaux orany acquisition of shares in Epic by Huveaux; or (b) require, prevent or delay the divestiture by Huveaux of any sharesor other securities in Epic; or (c) impose any limitation on the ability of any member of the WiderHuveaux Group or any member of the Wider Epic Group to acquire or hold orexercise effectively, directly or indirectly, any rights of ownership of sharesor other securities or the equivalent in any member of the Wider Epic Group ormanagement control over any member of the Wider Epic Group; or (d) require, prevent or delay the disposal by Huveaux or anymember of the Wider Huveaux Group, or require the disposal or alter the terms ofany proposed disposal by any member of the Wider Epic Group, of all or any partof their respective businesses, assets or properties or impose any limitation onthe ability of any of them to conduct their respective businesses or own theirrespective assets or properties; or (e) (save as required pursuant to the Offer) require anymember of the Wider Huveaux Group or of the Wider Epic Group to offer to acquireany shares or other securities (or the equivalent) in any member of the WiderEpic Group owned by any third party (in each case, other than in implementationof the Offer); or (f) impose any limitation on the ability of any member ofthe Wider Huveaux Group or the Wider Epic Group to integrate or co-ordinate itsbusiness, or any part of it, with the businesses or any part of the businessesof any other member of the Wider Huveaux Group and/or the Wider Epic Group; or (g) result in any member of the Wider Huveaux Group or theWider Epic Group ceasing to be able to carry on business under any name underwhich it presently does so; or (h) otherwise materially and adversely affect any or all ofthe businesses, assets or financial condition of any member of the Wider HuveauxGroup or the Wider Epic Group; and all applicable waiting and other time periods during which any such relevantperson could institute, or implement or threaten any legal proceedings, havingexpired, lapsed or been terminated. 5. Consequences Of The Offer Save as Disclosed, there being no provision of any agreement to which any memberof the Wider Epic Group is a party, or by or to which any such member, or anypart of its assets, may be bound, entitled or subject, which would as aconsequence of the Offer or of the acquisition or proposed acquisition of all orany part of the issued share capital of, or change of control or management of,Epic or any other member of the Epic Group result in (in each case to an extentwhich is material and adverse in the context of the Wider Epic Group): (a) any material assets or interests of any member of theWider Epic Group being or falling to be disposed of or charged in any way orceasing to be available to any member of the Wider Epic Group or any rightsarising under which any such asset or interest could be required to be disposedof or charged in any way or could cease to be available to any member of theWider Epic Group; or (b) any moneys borrowed by, or other indebtedness (actual orcontingent) of, or any grant available to, any member of the Wider Epic Groupbeing or becoming repayable or capable of being declared repayable immediatelyor earlier than the repayment date stated in such agreement or the ability ofsuch member of the Wider Epic Group to incur any such borrowing or indebtednessbecoming or being capable of becoming withdrawn, inhibited or prohibited; or (c) any such agreement or the rights, liabilities,obligations or interests of any such member under it being terminated ormaterially and adversely modified or affected or any onerous obligation arisingor any material adverse action being taken under it; or (d) the interests or business of any such member in or withany third party (or any arrangements relating to any such interests or business)being terminated or adversely modified or affected; or (e) the financial or trading position or prospects or valueof any member of the Wider Epic Group being materially prejudiced or materiallyadversely affected; or (f) the creation of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anymember of the Wider Epic Group or any such security (whenever arising or havingarisen) becoming enforceable or being enforced; or (g) any member of the Wider Epic Group ceasing to be able tocarry on business under any name under which or on the terms on which itcurrently does so or any person presently not able to carry on business underany name under which any member of the Wider Epic Group currently does becomingable to do so; or (h) the creation of actual or contingent liabilities by anymember of the Wider Epic Group; or (i) the ability of any member of the Huveaux Group tocarry on its business being materially and adversely affected, and no event having occurred which, under any provision of any such agreement towhich any member of the Wider Epic Group is a party, or by or to which any suchmember, or any of its assets, may be bound, entitled or subject, could result inany of the events or circumstances as are referred to in sub-paragraphs (a) to(i) inclusive. 6. No Corporate Action Taken Since The Accounting Date Since the Accounting Date, save as otherwise Disclosed or pursuant totransactions in favour of Epic or a wholly-owned subsidiary of Epic, no memberof the Wider Epic Group having (in each case to an extent which is material andadverse in the context of the Wider Epic Group): (a) issued or agreed to issue or authorised or proposed theissue or grant of additional shares of any class or securities convertible intoor exchangeable for, or rights, warrants or options to subscribe for or acquire,any such shares or convertible securities (save pursuant to the Epic ShareOption Schemes or the issue of Epic Shares on the exercise of Epic Options); or (b) redeemed, purchased, repaid or reduced or announced theredemption, purchase, repayment or reduction of any part of its share capital ormade or announced the making of any other change to its share capital; or (c) recommended, declared, paid or made or proposed torecommend, declare, pay or make any dividend, bonus issue or other distributionwhether payable in cash or otherwise other than dividends lawfully paid to Epicor wholly owned subsidiaries of Epic; or (d) (save for transactions between two or more wholly ownedmembers of the Epic Group) merged or demerged with or from, or acquired, anybody corporate or authorised or proposed or announced any intention to proposeany such merger or demerger; or (e) other than in the ordinary course of business acquiredor disposed of, transferred, mortgaged or charged, or created or granted anysecurity interest over, any material assets (including shares and tradeinvestments) or authorised or proposed or announced any intention to propose anyacquisition, disposal, transfer, mortgage, charge or creation or grant of anysecurity interest; or (f) (save for transactions between two or more whollyowned members of the Epic Group) issued or authorised or proposed the issue ofany debentures or incurred or increased any borrowings, indebtedness orliability (actual or contingent); or (g) entered into or varied, or authorised or proposed theentry into or variation of, or announced its intention to enter into or vary,any transaction, arrangement, contract or commitment (whether in respect ofcapital expenditure or otherwise) which is material and of a long term, onerousor unusual nature or magnitude or which is restrictive to the existing businessof any member of the Wider Epic Group or which is other than in the ordinarycourse of business; or (h) entered into, implemented, effected, authorised orproposed or announced its intention to enter into, implement, effect, authoriseor propose any material contract, reconstruction, amalgamation, scheme,commitment or other transaction or arrangement otherwise than in the ordinarycourse of business; or (i) waived or compromised any material claim (other thanin the ordinary course of business), or (j) entered into or varied or made any offer (whichremains open for acceptance) to enter into or vary the terms of any materialcontract with any of the directors or senior executives of Epic or any of thedirectors or senior executives of any other member of the Wider Epic Group; or (k) taken or proposed any corporate action or had any legalproceedings instituted or threatened against it or petition presented for itswinding-up (voluntary or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of all or any of its assets and revenues or for any analogousproceedings or steps in any jurisdiction or for the appointment of any analogousperson in any jurisdiction; or (l) been unable, or admitted in writing that it is unable,to pay its debts or has stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business; or (m) made any material alteration to its memorandum or articlesof association, or other incorporation documents; or (n) entered into any agreement or passed any resolution ormade any offer (which remains open for acceptance) or proposed or announced anyintention with respect to any of the transactions, matters or events referred toin this condition 6. 7. Other Events Since the Accounting Date In the period since the Accounting Date, save as Disclosed: (a) no litigation or arbitration proceedings, prosecution,investigation or other legal proceedings having been announced, instituted,threatened or remaining outstanding by, against or in respect of, any member ofthe Wider Epic Group or to which any member of the Wider Epic Group is or maybecome a party (whether as claimant, defendant or otherwise) which in any case,would be likely to have a material adverse effect on the financial position ofthe Wider Epic Group; or (b) no material adverse change or deterioration havingoccurred in the business or assets or financial or trading position, assets orprofits of any member of the Wider Epic Group; or (c) no enquiry or investigation by, or complaint orreference to, any relevant person against or in respect of any member of theWider Epic Group having been threatened, announced, implemented or instituted orremaining outstanding by, against or in respect of, any member of the Wider EpicGroup which in any case, would be likely to have a material adverse effect onthe financial position of the Wider Epic Group; or (d) no contingent or other liability having arisen or becomeapparent or increased which in any case, would be likely to have a materialadverse effect on the financial position of the Wider Epic Group. 8. Other Issues Save as Disclosed, Huveaux not having discovered that (in each case to an extentwhich is material and adverse in the context of the Wider Epic Group): (a) the financial, business or other information disclosedat any time by any member of the Wider Epic Group, whether publicly or in thecontext of the Offer either contained a material misrepresentation of fact oromitted to state a fact necessary to make the information disclosed notmisleading in any material respect; or (b) any contingent liability disclosed in such disclosedinformation would or might materially and adversely affect, directly orindirectly, the business or profits of the Wider Epic Group taken as a whole; or (c) any information disclosed at any time by or on behalf ofany member of the Wider Epic Group is or becomes incorrect in any materialrespect. 9. Reserves The distributable reserves of Epic (including the distributable reserves of EpicMultimedia) calculated in accordance with paragraph 8 of Section B of Part IIIof the Offer Document, and the cash reserves of Epic, as shown by statementsfrom the banks at which Epic maintains accounts, each being not less than£8,500,000. B: Waiver of Conditions and further Terms of the Offer The conditions are inserted for the benefit of Huveaux and no Epic Shareholdershall be entitled to waive any of the conditions without the prior consent ofHuveaux. Subject to the requirements of the Panel, Huveaux reserves the right to waiveall or any of conditions 3 to 9 (inclusive) in whole or in part.