Recommended cash offer for Bristol United Press

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Thursday 25 November 1999

The boards of DMGT and BUP have agreed terms for a recommended cash offer, to be made by ING Barings on behalf of DMGT, to acquire the whole of the issue and to be issued ordinary share capital of BUP not already owned by DMGT.

The Offer will be 742.5p in cash for each BUP Share, valuing the existing issued ordinary share capital of BUP at approximately £121.5 million. BUP Shareholders will also be entitled to receive and retain, in respect of the six month period to 30 September 1999, an interim dividend of 7.5p (net) per BUP Share announced today and payable on 12 January 2000.

A Loan Note Alternative will be available to BUP Shareholders who accept the Offer.

The Offer price of 742.5p for each BUP Share represents a premium of approximately 43 per cent. over the closing middle market price of a BUP Share of 520p on 24 November 1999, the last business day prior to the date of this announcement, before adjusting for the above-mentioned interim dividend.

DMGT already owns 3,922,788 BUP Shares, which, when aggregated with the 964,372 BUP Shares owned by The Harmsworth and Mail Newspapers Pension Schemes and the 3,200 BUP Shares owned by the DMGT Directors of BUP (who are deemed to be acting in concert with DMGT for the purposes of the City Code), represents approximately 29.9 per cent of BUP's current issued ordinary share capital. In addition, DMGT has a 40% shareholding in BUP's principal operating subsidiary, Western Newspapers Limited.

DMGT, together with parties deemed to be acting in concert with it, either beneficially owns or has commitments to accept the Offer in respect of, in aggregate, 4,900,160 BUP Shares, representing approximately 29.95 per cent of the existing issued ordinary share capital of BUP.

The Non-DMGT Directors of BUP, who have been so advised by their financial advisers, Dresdner Kleinwort Benson, consider the terms of the Offer to be fair and reasonable.

In providing advice to the directors of BUP, Dresdner Kleinwort Benson has taken into account the directors' commercial assessments of the merits of the Offer. The Non-DMGT Directors of BUP will unanimously recommend BUP Shareholders to accept the Offer, as they have themselves irrevocably committed to do in respect of their own beneficial holdings.

DMGT and BUP have developed a close association, both operationally and through the DMGT directors who serve on the BUP board. The board of DMGT believes the Offer is a natural progression, which will help BUP to implement successfully its strategy of becoming a broader-based regional information provider, building on its market leadership and its access to the resources of a larger media group.

BUP has today announced pre-tax profits for the six months ended 30 September 1999 of approximately £7.3 million on turnover of £31.8 million.

The Rt Hon the Viscount Rothermere, Chairman of DMGT, said today: "We are delighted that the board of BUP has decided to recommend our Offer. The partnership between our two groups goes back many years.

"At a time of exciting change for our industry it is fitting that we welcome BUP as a full member of the DMGT Group and work together to seize the opportunities which lie ahead. We admire BUP's operational and editorial management, and intend to develop the business in the way it has been run to date."

James Evans, Chairman of BUP, said: "BUP has developed a medium-term strategy, fully supported by DMGT, to enable it to respond to the changing environment within which it operates, to the benefit of both its shareholders and the communities it serves.

"We believe that the Offer will enable these objectives to be achieved more effectively, and represents excellent value for shareholders."

An analysts' presentation of the BUP interim results for the six months to 30 September 1999 was held at 9.30 a.m. today at Dresdner Kleinwort Benson, 20 Fenchurch Street, London EC3P 3DB.

This summary should be read in conjunction with the full text of the announcement. (87kb - Word '97)

Inquiries to:
DMGT:
Peter Williams
Nicholas Jennings
Tel: 0171 938 6631

ING Barings:
Nicholas Dillon
Dominic Wallis
Tel: 0171 767 1000

BUP:
Alan Goode
Andrew Calvert (until 12 noon, Nov 25, 1999)
Tel: 0171 623 8000

Dresdner Kleinwort Benson:
Henry Somerset
Natalie Blyth
Tel: 0171 623 8000

Cardew & Co:
Richard Saunders
Tel: 0171 930 0777

CONDITIONS OF OFFER AND FULL TEXT OF THE ANNOUNCEMENT

The full announcement from which this is extracted has been issued on behalf of the directors of DMGT by ING Barings. ING Barings, which is regulated by The Securities and Futures Authority Limited, is acting for DMGT and no one else in connection with the Offer, and will not be responsible to anyone other than DMGT for providing the protections afforded to customers of ING Barings nor for providing advice in relation to the Offer.

Dresdner Kleinwort Benson, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for BUP and no one else in connection with the Offer, and will not be responsible to anyone other than BUP for providing the protections afforded to customers of Dresdner Kleinwort Benson nor for giving advice in relation to the Offer.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in or into the United States, Canada, Australia and Japan, or to any resident of the United States, Canada, Australia or Japan or by use of the mails of, or by any means or instrumentality if interstate or foreign commerce of, or any facilities of a national securities exchange of, any of the aforesaid jurisdictions.

This includes, but is not limited to, post, facsimile transmission, telex, or any other electronic forms of transmission and telephone.

Accordingly, copies of this announcement, the formal Offer document, the acceptance form and any related documents are not being sent and must not be mailed, forwarded or otherwise distributed or sent in or into the United States, Canada, Australia, or Japan including to BUP Shareholders or participants in the BUP Share Schemes with registered addresses in any of the aforesaid jurisdictions or to persons whom DMGT knows, or has reason to believe, to be custodians, trustees or nominees holding BUP Shares for persons with addresses in any of the aforementioned jurisdictions.

Persons receiving this announcement and/or such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly in connection with the Offer, and so doing may invalidate any purported acceptance of the Offer.

The Loan Notes to be issued pursuant to the Offer, if any, have not been, and will not be, listed on any stock exchange. The Loan Notes have not been and will not be registered under the Securities Act, or under any of the relevant securities laws of any state or other jurisdiction of the United States, nor have steps been, nor will any be, taken to enable the Loan Notes to be offered in compliance with applicable securities laws of Canada, Australia or Japan or under relevant securities laws of any other country.

Accordingly, unless an exemption under such Act or relevant securities laws is applicable, the Loan Notes may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the offer of Loan Notes would constitute a violation of relevant laws or require registration thereof or to or for the account or benefit of any person resident in the United States, Canada, Australia or Japan and will not be available to US Persons.

Inquiries to:
DMGT:
Peter Williams
Nicholas Jennings
Tel: 0171 938 6631

ING Barings:
Nicholas Dillon
Dominic Wallis
Tel: 0171 767 1000

BUP:
Alan Goode
Andrew Calvert (until 12 noon, Nov 25, 1999)
Tel: 0171 623 8000

Dresdner Kleinwort Benson:
Henry Somerset
Natalie Blyth
Tel: 0171 623 8000

Cardew & Co:
Richard Saunders
Tel: 0171 767 1000