Offer by Apax Summer (Bidco)

21st Sep 2006 07:00

Apax Summer (Bidco) Limited21 September 2006 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 21 September 2006 For immediate release RECOMMENDED PROPOSALS FOR THE ACQUISITION by APAX SUMMER (BIDCO) LIMITED a company formed at the request of funds advised by APAX PARTNERS WORLDWIDE LLP for all the issued and to be issued share capital of INCISIVE MEDIA PLC * The board of Apax Summer (Bidco) and the Independent Directors of Incisive Media announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Incisive Media. * The Cash Offer values each Incisive Media Share at 195 pence. There will also be a Securities Alternative available under which eligible Incisive Media Shareholders will be offered the opportunity to take the whole of their entitlement to cash consideration in securities of a parent entity of Apax Summer (Bidco). * Apax Summer (Bidco) is a newly incorporated company established at the request of the Apax Partners Funds specifically for the purpose of making the Proposals. The Apax Partners Funds are advised by Apax Partners Worldwide LLP. * The terms of the Proposals value the entire issued ordinary share capital of Incisive Media at approximately GBP199 million. * The Proposals represent: - a premium of approximately 13 per cent. to the Closing Price of 173 pence per Incisive Media Share on 20 September 2006 being the last trading day prior to this Announcement; - a premium of approximately 23 per cent. to the volume weighted average Closing Price of 159 pence per Incisive Media Share for the three month period up to and including 20 September 2006; - a premium of approximately 26 per cent. to the volume weighted average Closing Price of 155 pence per Incisive Media Share for the twelve month period up to and including 20 September 2006; - a multiple of approximately 16.7x Incisive Media's pre-exceptional earnings before interest, tax, depreciation and goodwill amortisation ("EBITDA") for the year ended 31 December 2005 and of approximately 15.1x EBITDA for the twelve months ended 30 June 2006, which compares favourably to recent multiples paid for similar businesses; and - a multiple of approximately 23.6x Incisive Media's earnings per share before exceptional items and amortisation for the year ended 31 December 2005. * The Proposals are to be effected by way of a scheme of arrangement under section 425 of the Companies Act, which requires the approval of Incisive Media Shareholders and the sanction of the High Court. * Apax Summer (Bidco) has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and to vote in favour of the resolutions to be proposed at the Incisive Media EGM in respect of 10,604,425 Incisive Media Shares in aggregate, representing approximately 10.4 per cent. of the issued share capital of Incisive Media. Caledonia Investments Plc has entered into a Letter of Intent to vote in favour of the Scheme in relation to its entire holding of 10,872,500 Incisive Media Shares, representing approximately 10.6 per cent. of the issued share capital of Incisive Media. * In order to become effective, the Scheme must be approved by a majority in number of Scheme Shareholders representing at least three fourths in value of the Incisive Media Shares that are voted at the Court Meeting. In addition, special resolutions implementing the Scheme and sanctioning the related reduction of capital must be passed by Incisive Media Shareholders representing at least 75 per cent. of the votes cast at the EGM and a resolution sanctioning the arrangements with management described below must be passed by a majority of the Independent Incisive Media Shareholders casting votes at the EGM. * It is a condition of the Scheme that no interim dividend is paid. Accordingly, pending the outcome of the Proposals, the board of Incisive Media will not be proposing to pay an interim dividend. * Upon the Scheme becoming effective, Tim Weller, Jamie Campbell-Harris, James Hanbury and Nick Rapley will invest approximately GBP5.9 million of their current investment in Incisive Media, representing approximately 30 per cent. of their after tax proceeds from the Proposals, into a holding entity of Apax Summer (Bidco) for approximately 11.9 per cent. of the ordinary equity of that entity. The Management Team will receive cash consideration under the terms of the Scheme in respect of the balance of their Incisive Media Shareholdings. The opportunity to invest in Apax Summer (Bidco) or such holding entity will also be extended to certain other Incisive Media employees. The Management Team will remain in place once the Scheme becomes effective. * In view of the interests that the Management Team will have in such entity, the Independent Directors (Mike Masters, John Parcell and Stuart Stradling) alone have considered the approach from Apax Summer (Bidco) and the terms of the Proposals. Caledonia Investments Plc, which is a significant shareholder of Incisive Media, has been a party to the discussions between Apax Partners and Incisive Media and consequently John May is not part of the committee of Independent Directors. As detailed above, Caledonia Investments Plc has entered into a Letter of Intent to vote in favour of the Scheme. * Incisive Media is a specialist business information provider, delivering key information to defined target audiences across a variety of platforms in print, in person and online, including magazines, newsletters and books, conferences, exhibitions and training, websites and databases. Incisive Media has offices in London, Bristol, New York, Connecticut, Haryana, Hong Kong and Beijing and approximately 75 per cent. of its revenues are derived from the United Kingdom. * The Independent Directors, who have been so advised by Greenhill, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice, Greenhill has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Incisive Media Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the Incisive Media EGM required to implement the Scheme as they have irrevocably undertaken to do in respect of their own holdings, representing approximately 1.2 per cent. of Incisive Media's entire issued share capital. The Independent Directors intend to make no recommendation in respect of the Securities Alternative. Commenting on the Proposals, Stephen Grabiner, a partner of Apax Partners, said: "We are delighted Incisive Media's Independent Directors responded positively toboth our offer and our plans for the future. We have considerable experience inthe media sector and following detailed discussions, it is clear our long termgrowth strategies are aligned. We feel the next phase in the company's development would be better realised asa well backed private company, rather than by remaining on the quoted markets." Commenting on the Proposals, Mike Masters, Chairman of Incisive Media, said: "The Independent Directors believe that the Cash Offer fairly reflects theachievements and prospects of Incisive Media and that Apax is well positioned tosupport the business and its employees in its next phase of development. Thisoffer will give shareholders the opportunity to realise an excellent return ontheir investments in cash." Lazard (Financial Adviser to Apax Partners and Tel: +44 (0) 20 7187 2000Apax Summer (Bidco) Peter WarnerCyrus Kapadia Incisive Media Tel: +44 (0) 20 7484 9700 Mike MastersTim WellerJamie Campbell-Harris Greenhill (Financial Adviser to Incisive Media and the Independent Tel: +44 (0) 20 7198 7400Directors) Simon BorrowsPeter Bell Investec (Brokers to Incisive Media) Tel: +44 (0) 20 7597 5970 Keith AndersonRupert Krefting Financial Dynamics (PR Adviser to Incisive Media) Tel: +44 (0) 20 7831 3113 Tim SprattCharlie Palmer This summary should be read in conjunction with the full text of the attachedAnnouncement. The Scheme will be subject to the Conditions set out in Appendix1 to this Announcement and the full conditions and further terms which will beset out in the Scheme Document expected to be issued shortly. Certaindefinitions and terms used in this Announcement are set out in Appendix 4. Lazard, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting for Apax Partners and Apax Summer (Bidco) and noone else in relation to the Proposals and will not be responsible to anyoneother than Apax Partners and Apax Summer (Bidco) for providing the protectionsafforded to clients of Lazard or for providing advice in relation to theproposed transaction. Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Incisive Media and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Incisive Media and the IndependentDirectors for providing the protections afforded to its customers or forproviding advice in relation to the Proposals or any matter or arrangementreferred to herein. Investec Bank (UK) Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for IncisiveMedia and the Independent Directors and no one else in connection with theProposals and will not be responsible to anyone other than Incisive Media andthe Independent Directors for providing the protections afforded to itscustomers or for providing advice in relation to the Proposals or any matter orarrangement referred to herein. FURTHER INFORMATION ON THE PROPOSALS The availability of the Proposals to Incisive Media Shareholders who are notresident in the United Kingdom may be affected by the laws of relevantjurisdictions. Incisive Media Shareholders who are not resident in the UnitedKingdom will need to inform themselves about and observe any applicablerequirements. Nothing in this Announcement should be relied on for any otherpurpose. This Announcement has been prepared in connection with a proposal in relation toa scheme of arrangement and reduction of share capital pursuant to, and for thepurposes of complying with English law, the Takeover Code and the Listing Rulesand information disclosed may not be the same as that which would have beenprepared in accordance with the laws of jurisdictions outside England. Any securities that are offered pursuant to the Proposals described in thisAnnouncement have not been registered under the applicable securities laws ofthe United States, Australia, Canada or Japan. In addition, it is not currentlyintended that the Proposals will be made, directly or indirectly, in or into, orby use of the mails or by any means or instrumentality (including, withoutlimitation, by means of telephone, facsimile, telex, internet or other forms ofelectronic communication) of interstate or foreign commerce of, or by anyfacilities of a national securities exchange of, the United States and it is notcurrently intended that the Proposals will be capable of acceptance by any suchuse, means, instrumentality or facility from or within the United States.Accordingly, any such securities may not be offered, sold or delivered, directlyor indirectly, in or into the United States, Australia, Canada or Japan exceptpursuant to exemptions from applicable requirements of such jurisdictions. The Proposals will be subject to the applicable rules and regulations of the UKListing Authority, the London Stock Exchange and the Takeover Code. Incisive Media Shareholders should not construe the contents of thisAnnouncement as legal, tax or financial advice, and should consult with theirown advisers as to the matters described in this Announcement. The statements in this Announcement are made as at the date of thisAnnouncement, unless some other time is specified in relation to them, andservice of this Announcement shall not give rise to any implication that therehas been no change in the facts set forth in this Announcement since such date.Nothing contained in this Announcement shall be deemed to be a forecast,projection or estimate of the future financial performance of Apax Summer(Bidco) or Incisive Media except where otherwise stated. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Incisive Mediaand the Incisive Media Group, Apax Summer (Bidco) and Apax Partners and certainplans and objectives of the boards of Incisive Media and Apax Summer (Bidco)with respect thereto. These forward-looking statements can be identified by thefact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target","except", "estimate", "intend", "plan", "goal", "believe", "will", "may","should", "would", "could", or other words of similar meaning. These statementsare based on assumptions and assessments made by the boards of Incisive Mediaand Apax Summer (Bidco) in light of their experience and their perception ofhistorical trends, Incisive Media's current conditions, expected futuredevelopments, financial performance and other factors they believe appropriate.By their nature, forward-looking statements involve risk and uncertainty,because they relate to events and depend on circumstances that will occur in thefuture and the factors described in the context of such forward-lookingstatements in this Announcement could cause actual results and developments todiffer materially from those expressed in or implied by such forward-lookingstatements. Although it is believed that the expectations reflected in suchforward-looking statements are reasonable, neither Incisive Media, Apax Partnersor Apax Summer (Bidco) can give any assurance that such expectations will proveto have been correct and you are cautioned not to place undue reliance on theseforward-looking statements which speak only as at the date of this Announcement.Neither Incisive Media, any member of the Incisive Media Group, Apax Summer(Bidco) nor Apax Partners assume any obligation to update or correct theinformation contained in this Announcement. No person has been authorised to make any representation on behalf of ApaxSummer (Bidco), Apax Partners or Incisive Media concerning the Proposals whichis inconsistent with the statements contained in this Announcement and any suchrepresentations, if made, may not be relied upon as having been so authorised. TAKEOVER CODE Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Apax Summer (Bidco) or Incisive Media, all"dealings" in any "relevant securities" of such company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 p.m. (London time)on the London Business Day following the date of the relevant transaction. Thisrequirement will continue until the date on which the Proposals become, or aredeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Apax Summer (Bidco) orIncisive Media, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings"in "relevant securities" of Apax Summer (Bidco) or Incisive Media by ApaxPartners, Apax Summer (Bidco), or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London BusinessDay following the date of the relevant transaction. A disclosure table, givingdetails of the companies in whose "relevant securities" "dealings" should bedisclosed, and the number of such securities in issue, can be found on thePanel's website at www.thetakeoverpanel.org.uk. "Interests in securities"arise, in summary, when a person has long economic exposure, whether conditionalor absolute, to changes in price of securities. In particular, a person will betreated as having an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivative referencedto, securities. Terms in quotation marks are defined in the Takeover Code,which can also be found on the Panel's website. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Panel. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE ITIS UNLAWFUL TO DO SO. 21 September 2006 RECOMMENDED PROPOSALS FOR THE ACQUISITION by APAX SUMMER (BIDCO) LIMITED a company formed at the request of funds advised by APAX PARTNERS WORLDWIDE LLP for all the issued and to be issued share capital of INCISIVE MEDIA PLC 1. INTRODUCTION The board of Apax Summer (Bidco) and the Independent Directors of Incisive Media announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Incisive Media. The Cash Offer values each Incisive Media Share at 195 pence. There will also be a Securities Alternative available under which eligible Incisive Media Shareholders will be offered the opportunity to take the whole of their entitlement to cash consideration in Parent Securities, subject to an aggregate maximum under the Securities Alternative representing 25 per cent. of the Parent Securities. To the extent that elections for the Securities Alternative exceed this aggregate maximum they will be scaled back pro rata and Incisive Media Shareholders will receive cash for the balance of their consideration. The Parent Securities will have economic rights equivalent to those attaching to securities in a parent entity of Apax Summer (Bidco) held by funds advised by Apax Partners and they will have the benefit of appropriate minority protection rights. No application has been or will be made to any stock exchange or trading facility for the Parent Securities to be listed or dealt in. Further details of the Securities Alternative will be contained in the Scheme Document. Apax Summer (Bidco) is a newly incorporated company established at the request of the Apax Partners Funds specifically for the purpose of making the Proposals. The Apax Partners Funds are advised by Apax Partners Worldwide LLP. The Proposals are to be effected by means of a scheme of arrangement under section 425 of the Companies Act, which requires the approval of Incisive Media Shareholders and the sanction of the High Court. In view of the interests that the Management Team will have in Apax Summer (Bidco), the Independent Directors alone have considered the approach from Apax Summer (Bidco) and the terms of the Proposals. 2. THE PROPOSALS Under the terms of the Proposals, which are subject to the conditions and further terms set out in Appendix 1 to this Announcement and any further terms to be set out in the Scheme Document, Incisive Media Shareholders electing for the Cash Offer will receive: for each Incisive Media Share 195 pence in cash The Cash Offer values the entire issued share capital of Incisive Media at approximately GBP199 million. Full details and a valuation of the Securities Alternative referred to above will be contained in the Scheme Document. Incisive Media Shares will be acquired under the Proposals fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and other interests and together with all rights attaching thereto including, without limitation the right to receive and retain any dividend and other distribution, announced, declared, made or payable after the date of this Announcement. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2. 3. BACKGROUND TO AND REASONS FOR RECOMMENDING THE PROPOSALS Since its creation in July 2000 through the merger of City Financial Communications and Timothy Benn Publishing, Incisive Media has developed its business into a leading business-to-business information provider operating primarily in the United Kingdom. Incisive Media's growth has been driven both organically and through value enhancing acquisitions. Over the last year, Incisive Media's share price has underperformed the market. In order to deliver value to shareholders, the board of Incisive Media has considered, over a period of time, a number of potential strategic options, including mergers and transformational acquisitions. However, Incisive Media's ability to be a leader of the consolidation in the business-to-business information sector has been hindered by, inter alia, funding constraints in the public markets. The advertising and event driven business model of Incisive Media has limited its ability to raise significant levels of debt finance as a listed company and equity financed transactions have been difficult to justify given valuation ratings within the sector. In August 2006, Incisive Media received an indicative approach from Apax Partners regarding a possible offer for the company, with the intention of retaining the management team. Following preliminary discussions, Apax Partners was permitted to perform limited due diligence and, in view of the involvement of the management of Incisive Media with Apax Summer (Bidco), Incisive Media established a committee of Independent Directors to consider the Proposals. The discussions have resulted in the proposed recommended acquisition of Incisive Media by Apax Summer (Bidco) at an offer price of 195 pence in cash per Incisive Media Share. Incisive Media has not received any other approaches from potential acquirers. Under the terms of the Proposals, the Cash Offer price of 195 pence in cash per Incisive Media Share represents: * a premium of approximately 26 per cent. to the average volume-weighted Closing Price of 155 pence per Incisive Media Share over the twelve month period ending 20 September 2006, the last Business Day prior to this Announcement; * a multiple of approximately 16.7x Incisive Media's pre-exceptional earnings before interest, tax, depreciation and goodwill amortisation ("EBITDA") for the twelve months ended 31 December 2005 and of approximately 15.1x EBITDA for the twelve months ended 30 June 2006, which compares favourably to the prices paid for similar businesses; * a multiple of approximately 23.6x Incisive Media's earnings per share before exceptional items and amortisation for the year ended 31 December 2005; * a total shareholder return (with gross dividends reinvested) of approximately 86 per cent. over the last three years to 20 September 2006, which equates to an annual return of approximately 23 per cent. over the same period. In considering whether to recommend the Proposals, the Independent Directors have taken into account a number of factors, including the outlook for share price growth in the absence of the Proposals and current trading. The Independent Directors believe that the prospects for Incisive Media's share price exceeding 195 pence in the short to medium term are uncertain. This view is based on the challenges facing the company in sustaining its historic growth rates and achieving the next stage in its development given the funding constraints it faces in the public markets. The Proposals provide Incisive Media Shareholders with an opportunity to realise an excellent return on their investments in cash. Accordingly, the Independent Directors believe that the Proposals represent certainty of value today that, if the Proposals are rejected, may not be realisable in the short to medium term. 4. RECOMMENDATION The Independent Directors, who have been so advised by Greenhill, consider the terms of the Cash Offer to be fair and reasonable. In providing its advice, Greenhill has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Incisive Media Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the Incisive Media EGM required to implement the Scheme, as they have irrevocably undertaken to do in respect of their own holdings, amounting in aggregate to 1,220,000 Incisive Media Shares, representing approximately 1.2 per cent. of the entire issued share capital of Incisive Media. The Independent Directors intend to make no recommendation in respect of the Securities Alternative. 5. REASONS FOR THE ACQUISITION AND PLANS FOR INCISIVE MEDIA Since its creation in 2000, Incisive Media has developed a strong portfolio of brands delivered in print, in person and online which serve growing end markets including print, online and events properties. This position has come about as a result of the successful execution of the management's organic growth strategy as well as selective judicious acquisitions. Apax Partners believe that Incisive Media's next growth phase will come from investing to expand the existing portfolio of brands and further develop its events and online activities. Apax Summer (Bidco) and the Management Team will continue to pursue further opportunities for investment to create additional value through acquisitions and new product development. Given the medium term investment horizon required to pursue this strategy, Apax Partners believe that the next stage of Incisive Media's development will be best achieved under private ownership. 6. MANAGEMENT INCENTIVISATION ARRANGEMENTS Upon the Scheme becoming effective, Tim Weller, Jamie Campbell-Harris, James Hanbury and Nick Rapley will invest approximately GBP5.9 million of their current investment in Incisive Media, representing approximately 30 per cent. of their after tax proceeds from the Proposals, into a holding entity of Apax Summer (Bidco) for approximately 11.9 per cent. of the ordinary equity of that entity. The Management Team will receive cash consideration under the terms of the Scheme in respect of the balance of their Incisive Media Shareholdings. The opportunity to invest in Apax Summer (Bidco) or such holding entity will also be extended to certain other Incisive Media employees. The Management Team will remain in place once the Scheme becomes effective. Under the Takeover Code, such arrangements with the Management Team require approval of the Independent Incisive Media Shareholders and such approval will be sought at the EGM. Greenhill, financial adviser to the Independent Directors, considers the terms of the arrangements between Apax Summer (Bidco) and the Management Team to be fair and reasonable so far as the Independent Incisive Media Shareholders are concerned. 7. IRREVOCABLE UNDERTAKINGS TO VOTE IN FAVOUR OF THE PROPOSALS Apax Summer (Bidco) has received irrevocable undertakings to vote (or procure to vote) in favour of the Scheme at the Court Meeting (or accept the Proposals, if it is restructured as a Takeover Offer) in respect of the entire holdings of those shareholders detailed below amounting to 10,604,425 Incisive Media Shares in aggregate, representing approximately 10.4 per cent. of Incisive Media's issued share capital. Details of these irrevocable undertakings are as follows: (a) Tim Weller in respect of 5,301,660 Incisive Media Shares; (b) Jamie Campbell-Harris in respect of 350,000 Incisive Media Shares; (c) James Hanbury in respect of 2,231,000 Incisive Media Shares; (d) Nick Rapley in respect of 1,501,765 Incisive Media Shares; (e) John Parcell in respect of 220,000 Incisive Media Shares; and (f) Stuart Stradling in respect of 1,000,000 Incisive Media Shares. These undertakings will cease to be binding if the Proposals lapse or if the Scheme is withdrawn without the Scheme becoming effective. The irrevocable undertakings given by Stuart Stradling and John Parcell will lapse in the event of a higher offer being made by a third party for Incisive Media. The irrevocable undertakings given by Tim Weller, Jamie Campbell-Harris, James Hanbury and Nick Rapley will also lapse in the event of an offer being made for Incisive Media which is at least 10 per cent. higher than the Proposals. Caledonia Investments Plc, a significant shareholder of Incisive Media, has entered into a Letter of Intent to vote in favour of the Scheme in relation to its entire holding of 10,872,500 Incisive Media Shares representing approximately 10.6 per cent. of the issued share capital of Incisive Media. 8. STRUCTURE OF THE PROPOSALS INTRODUCTION The Scheme involves an application by Incisive Media to the Court to sanction the Scheme and then to confirm the cancellation of the Scheme Shares, in consideration for which Scheme Shareholders on the register of members at the Voting Record Time will receive the cash consideration. The cancellation and the subsequent issue of new Incisive Media Shares to Apax Summer (Bidco) provided for in the Scheme will result in Incisive Media becoming a subsidiary company of Apax Summer (Bidco). THE MEETINGS Before the Court's approval can be sought, the Scheme of Arrangement will require approval by Scheme Shareholders at a Court Meeting and the passing of a special resolution by Incisive Media Shareholders to implement the Scheme at an Extraordinary General Meeting. The Court Meeting will be held at the direction of the Court to seek the approval of the Scheme Shareholders to the Scheme. The approval required at the Court Meeting is a majority in number of the Scheme Shareholders who vote, representing three fourths or more in value of the Scheme Shares that vote, either in person or by proxy, at the Court Meeting. In addition, an Extraordinary General Meeting will be held for the purpose of considering and, if thought fit, passing a special resolution (which requires a vote in favour of not less than 75 per cent. of the votes cast) to approve: (i) the Scheme; (ii) the reduction of capital and the issue of new Incisive Media Shares to Apax Summer (Bidco) provided for in the Scheme; (iii) amendments to the articles of association of Incisive Media in accordance with the Scheme and as described below; and to consider and, if thought fit, pass an ordinary resolution (which requires a vote in favour of a majority of the votes cast by the Independent Incisive Media Shareholders) to approve the arrangements with the Management Team. CONDITIONS TO THE PROPOSALS The Conditions to the Proposals are set out in Appendix 1 to this document. The Proposals are conditional, inter alia, upon: * the Scheme becoming effective by not later than 31 January 2007 or such later date as Apax Partners, Apax Summer (Bidco) and Incisive Media may agree and the Court may approve, failing which the Scheme will lapse; * the approval by a majority in number of the Incisive Media Shareholders who vote, representing 75 per cent. or more in value of the Incisive Media Shares voted, either in person or by proxy, at the Court Meeting; * the passing of the special resolution required to implement the Scheme at the Extraordinary General Meeting; * the passing of the ordinary resolution to be proposed at the Extraordinary General Meeting; * the sanction of the Scheme and subsequent confirmation of the reduction of capital involved therein by (in each case) the Court and the delivery of an office copy of the Court Orders to the Registrar of Companies in England and Wales and the registration of such Court Orders; or * the Conditions which are not otherwise identified above being satisfied or waived. Apax Summer (Bidco) considers these Conditions to be fundamental to the Proposals because of the likely detrimental effect on the business of Incisive Media in the event of the occurrence of the above events and should the relevant circumstances arise expects that it would be likely to seek to invoke the relevant Condition (subject always to obtaining the consent of the Panel thereto). Once the necessary approvals from Incisive Media Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme and associated reduction of capital will become effective following sanction by the Court upon delivery to and, in the case of the associated reduction of capital, registration of the Court Orders by the Registrar of Companies in England and Wales. Once effective, the Scheme will be binding on all Scheme Shareholders, including those who did not vote, or who voted against it, at the Meetings or who could not be traced. It is also proposed that, following the Effective Date, Incisive Media's listing on the Official List will be cancelled and Incisive Media will be re-registered as a private company under the relevant provisions of the Companies Act. 9. INFORMATION ON APAX SUMMER (BIDCO) AND APAX PARTNERS APAX SUMMER (BIDCO) Apax Summer (Bidco) is a newly incorporated company (number 5938776) incorporated in England and Wales as a private limited company on 18 September 2006. Its registered address is at 15 Portland Place, London W1B 1PT. It is indirectly wholly owned by Apax Summer LLP, which is an English limited liability partnership (number OC322404) wholly owned by funds advised by Apax Partners Worldwide LLP. Neither Apax Summer LLP nor Apax Summer (Bidco) has traded since its incorporation. THE APAX GROUP Founded in 1972 and with over EUR20 billion under management, Apax Partners is one of the largest and most experienced private equity investors in the world, with offices in London, Madrid, Munich, Milan, Stockholm, Tel Aviv, Tokyo, Hong Kong, New York and San Francisco. Apax Partners is also the leading global private equity investor in media companies, with a dedicated media investment team comprising 24 investment professionals. Over the past 5 years, funds advised by Apax Partners have invested more than EUR1.5 billion of equity in media groups, across all media segments, including television content, radio, classified directories, consumer and business magazines, outdoor advertising, newspapers, books and music publishing, media services, mobile content and video games. Investments include the public to private acquisition of HIT Entertainment (owner of international children's properties Barney and Bob the Builder) and the acquisitions of World Directories (incumbent directories business in Netherlands, Belgium, Ireland and Portugal), PCM (leading Dutch newspaper, trade and educational book publisher), Yell and Thomson (UK directories), Future Publishing (consumer magazines), TSO (government publishing) and Ginger Radio. 10. INFORMATION ON INCISIVE MEDIA Incisive Media is a specialist business information provider delivering key information to defined target audiences across a variety of platforms in print, in person and online, including magazines, newsletters and books, conferences, exhibitions and training, websites, and databases. Incisive Media has offices in London, Bristol, New York, Connecticut, Haryana, Hong Kong and Beijing and approximately 75 per cent. of its revenues are derived from the United Kingdom. The business is organised into the following four divisions: * Financial Services: extensive portfolio of titles and events covering the retail investment, wealth management, personal finance, mortgage, private equity and alternative asset sectors. The company's brands include: Investment Week, International Investment, IFAonline, Real Adviser, Your Money, Your Mortgage, Mortgage Edge, Mortgage Solutions, Unquote, Private Equity Insight, AVCJ and Hedge Funds Review. * Risk Management: products in the risk management, capital markets, regulatory, structured products and foreign exchange sectors. Its brands include: Risk, Credit, Life & Pensions, Energy Risk, OpRisk & Compliance, Structured Products and FX Week. * Professional Services: products in the general insurance, broking, reinsurance and legal sectors. Its brands include: Legal Week, Legal IT, Legal Director, Post, Professional Broking, Reinsurance, Insurance Age and Cover. * Marketing and Other Specialist Services: products in the marketing services, trading technology, market data and photography sectors. Its brands include: ClickZ, Search Engine Strategies, Search Engine Watch, DWTEvents, Waters, Hedge Funds and Investment Technology, Inside Market Data and British Journal of Photography. Since the beginning of the year, Incisive Media has made two acquisitions. In April 2006, Incisive Media acquired Centre for Interactive Financial Training Limited. The company offers e-learning and bespoke in-house training in the areas of capital markets, risk management, corporate finance, investment management and operations and compliance. In June 2006, Incisive Media announced the acquisition of AVCJ Group Limited, a Hong Kong based provider of information to operators in the Asian venture capital, private equity and mergers and acquisitions markets. For the financial year ended 31 December 2005, Incisive Media reported revenues from continuing operations of approximately GBP57.5 million and profit before tax from continuing operations of approximately GBP10.1 million. Approximately 35 per cent. of revenues came from advertising and sponsorship, with approximately 32 per cent. from events, approximately 21 per cent. from subscriptions and other, approximately 8 per cent. from on-line services and approximately 4 per cent. from recruitment. 11. CURRENT TRADING OF INCISIVE MEDIA For the six months ended 30 June 2006, Incisive Media reported revenues from continuing operations of approximately GBP33.0 million and profit before tax from continuing operations of approximately GBP4.0 million. As at 30 June 2006, Incisive Media's net assets were approximately GBP76.9 million and it had net debt of approximately GBP45.9 million. Incisive Media has seen slightly weaker trading than expected in some of its markets in the third quarter, particularly in the investment titles. Nevertheless, the board of Incisive Media believes that the large growth markets that Incisive Media serves remain in robust health overall, with continuing opportunities for the business as its clients demand more specific and targeted marketing solutions. Despite this mixed picture in the third quarter and on the back of the strong growth in the first half, the board of Incisive Media expects a satisfactory outcome for the full year. 12. MANAGEMENT AND EMPLOYEES Apax Summer (Bidco) has given assurances to the Independent Directors that, if the Scheme becomes effective, the existing employment rights, including existing pension rights, of all Incisive Media employees will be fully safeguarded. The Independent Directors intend to resign from the board of Incisive Media upon the Scheme becoming effective. 13. INCISIVE MEDIA SHARE OPTION SCHEMES At the same time as, or as soon as practicable following, the publication of the Scheme Document, explanatory letters will be sent to the participants in the Incisive Media Share Schemes explaining the effect of the Scheme on them and, where applicable, their right to exercise share options or to receive shares under awards. It is proposed to amend the articles of association of Incisive Media at the Extraordinary General Meeting to provide that, if the Scheme becomes effective, any Incisive Media Share issued after the Hearing Date will automatically (and immediately following issue) be transferred to Apax Summer (Bidco) in exchange for the Offer Price in cash on the same basis as under the Scheme. Consequently, participants in the Incisive Media Share Schemes who exercise any options or receive shares under awards after the Scheme becomes effective will receive cash consideration in the same manner as Scheme Shareholders who elect for the Proposals under the Scheme. Further details of these proposals will be set out in the letters to the participants in the Incisive Media Share Schemes. 14. INTERESTS IN INCISIVE MEDIA SHARES Save for the shares specified in the irrevocable undertakings referred to in paragraph 7 above, neither Apax Partners or Apax Summer (Bidco) nor any of the directors of Apax Summer (Bidco) nor, so far as Apax Partners or the directors of Apax Summer (Bidco) are aware, any person acting in concert with Apax Partners or Apax Summer (Bidco) for the purposes of the Proposals, owns or controls or holds any option to purchase, or has any arrangement in relation to Incisive Media Shares or securities convertible or exchangeable into Incisive Media Shares or options (including traded options) in respect of, or has entered into any derivative referenced to, any such shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Incisive Media Shares which may be an inducement to deal or refrain from dealing in such shares. 15. FINANCING THE PROPOSALS The cash consideration payable by Apax Summer (Bidco) to Incisive Media Shareholders under the terms of the Cash Offer will be provided to Apax Summer (Bidco) by way of equity financing provided by the Apax Partners Funds and re-investment by the Management Team, and by debt financing under committed facilities arranged and fully underwritten by the Royal Bank of Scotland Plc. The remainder of the monies have been irrevocably committed to Apax Summer (Bidco) by the Apax Partners Funds. Lazard is satisfied that the necessary financial resources are available to Apax Summer (Bidco) to enable it to satisfy in full the consideration payable by Apax Summer (Bidco) under the terms of the Proposals. 16. IMPLEMENTATION AGREEMENT Apax Summer (Bidco) and Incisive Media have entered into an agreement regarding the implementation of the Scheme (or, if applicable, a Takeover Offer) and the conduct of the business of Incisive Media in the period up to the Effective Date (or, if applicable, the date on which the Proposals become or are declared unconditional in all respects). Apax Summer (Bidco) can terminate the Implementation Agreement if Incisive Media breaches certain covenants contained within the Implementation Agreement. Further details of the Implementation Agreement are set out in Appendix 3 to this Announcement. 17. INDUCEMENT FEE Pursuant to the Implementation Agreement described above, Incisive Media has agreed to pay a fee of GBP1.5 million including irrecoverable VAT to Apax Summer (Bidco) if a higher competing offer for Incisive Media is announced pursuant to rule 2.4 or 2.5 of the Takeover Code within six months of the date of the Implementation Agreement and subsequently becomes or is declared unconditional or is otherwise completed prior to the Proposals or any offer by Apax Summer (Bidco) which is announced in substitution for the Proposals lapsing or being withdrawn. 18. OVERSEAS SHAREHOLDERS The availability of the Proposals to persons not resident in the United Kingdom or the United States may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. 19. GENERAL Apax Partners and Apax Summer (Bidco) reserve the right to elect to implement the Proposals by making a Takeover Offer for the entire issued and to be issued share capital of Incisive Media. Enquiries: Lazard (Financial Adviser to Apax Partners and Tel: +44 (0) 20 7187 2000Apax Summer (Bidco) Peter WarnerCyrus Kapadia Incisive Media Tel: +44 (0) 20 7484 9700 Mike MastersTim WellerJamie Campbell-Harris Greenhill (Financial Adviser to Incisive Media and the Independent Tel: +44 (0) 20 7198 7400Directors) Simon BorrowsPeter Bell Investec (Brokers to Incisive Media) Tel: +44(0) 20 7597 5970 Keith AndersonRupert Krefting Financial Dynamics (PR Adviser to Incisive Media) Tel: +44 (0) 20 7831 3113 Tim SprattCharlie Palmer Lazard, which is authorised and regulated by the Financial Services Authority inthe United Kingdom, is acting for Apax Partners and Apax Summer (Bidco) and noone else in relation to the Proposals and will not be responsible to anyoneother than Apax Partners and Apax Summer (Bidco) for providing the protectionsafforded to clients of Lazard or for providing advice in relation to theproposed transaction. Greenhill, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Incisive Media and theIndependent Directors and no one else in connection with the Proposals and willnot be responsible to anyone other than Incisive Media and the IndependentDirectors for providing the protections afforded to its customers or forproviding advice in relation to the Proposals or any matter or arrangementreferred to herein. Investec Bank (UK) Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for IncisiveMedia and the Independent Directors and no one else in connection with theProposals and will not be responsible to anyone other than Incisive Media andthe Independent Directors for providing the protections afforded to itscustomers or for providing advice in relation to the Proposals or any matter orarrangement referred to herein. FURTHER INFORMATION ON THE PROPOSALS The availability of the Proposals to Incisive Media Shareholders who are notresident in the United Kingdom may be affected by the laws of relevantjurisdictions. Incisive Media Shareholders who are not resident in the UnitedKingdom will need to inform themselves about and observe any applicablerequirements. Nothing in this Announcement should relied on for any otherpurpose. This Announcement has been prepared in connection with a proposal in relation toa scheme of arrangement and reduction of share capital pursuant to, for thepurposes of complying with, English law, the Takeover Code and the Listing Rulesand information disclosed may not be the same as that which would have beenprepared in accordance with the laws of jurisdictions outside England. Any securities that are offered pursuant to the Proposals described in thisAnnouncement have not been registered under the applicable securities laws ofthe United States, Australia, Canada or Japan. In addition, it is not currentlyintended that the Proposals will be made, directly or indirectly, in or into, orby use of the mails and by any means or instrumentality (including withoutlimitation, by means of telephone, facsimile, telex, internet or other forms ofelectronic communication) or interstate or foreign commerce of, or by anyfacilities of a national securities exchange of, the United States and it is notcurrently intended that the Proposals will be capable of acceptance by any suchuse, means, instrumentality or facility or within the United States.Accordingly, any such securities may not be offered, sold or delivered, directlyor indirectly, in or into the United States, Australia, Canada or Japan exceptpursuant to exemptions from applicable requirements of such jurisdictions. The Proposals will be subject to the applicable rules and regulations of the UKListing Authority, the London Stock Exchange and the Takeover Code. Incisive Media Shareholders should not construe the contents of thisAnnouncement as legal, tax or financial advice, and should consult with theirown advisers as to the matters described in this Announcement. The statements in this Announcement are made as at the date of thisAnnouncement, unless some other time is specified in relation to them, andservice of this Announcement shall not give rise to any implication that therehas been no change in the facts set forth in this Announcement since such date.Nothing contained in this Announcement shall be deemed to be a forecast,projection or estimate of the future financial performance of Apax Summer(Bidco) or Incisive Media except where otherwise stated. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Incisive Mediaand the Incisive Media Group, Apax Summer (Bidco) and Apax Partners and certainplans and objectives of the boards of Incisive Media and Apax Summer (Bidco)with respect thereto. These forward-looking statements can be identified by thefact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target","except", "estimate", "intend", "plan", "goal", "believe", "will", "may","should", "would", "could", or other words of similar meaning. These statementsare based on assumptions and assessments made by the boards of Incisive Mediaand Apax Summer (Bidco) in light of their experience and their perception ofhistorical trends, Incisive Media's current conditions, expected futuredevelopments, financial performance and other factors they believe appropriate.By their nature, forward-looking statements involve risk and uncertainty,because they relate to events and depend on circumstances that will occur in thefuture and the factors described in the context of such forward-lookingstatements in this Announcement could cause actual results and developments todiffer materially from those expressed in or implied by such forward-lookingstatements. Although it is believed that the expectations reflected in suchforward-looking statements are reasonable, neither Incisive Media, Apax Partnersor Apax Summer (Bidco) can give any assurance that such expectations will proveto have been correct and you are cautioned not to place undue reliance on theseforward-looking statements which speak only as at the date of this Announcement.Neither Incisive Media, any member of the Incisive Media Group, Apax Summer(Bidco) nor Apax Partners assume any obligation to update or correct theinformation contained in this Announcement. No person has been authorised to make any representation on behalf of ApaxSummer (Bidco), Apax Partners or Incisive Media concerning the Proposals whichare inconsistent with the statements contained in this Announcement and any suchrepresentations, if made, may not be relied upon as having been so authorised. TAKEOVER CODE Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Apax Summer (Bidco) or Incisive Media, all"dealings" in any "relevant securities" of such company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 p.m. (London time)on the London Business Day following the date of the relevant transaction. Thisrequirement will continue until the date on which the Proposals become, or aredeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Apax Summer (Bidco) orIncisive Media, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings"in "relevant securities" of Apax Summer (Bidco) or Incisive Media by ApaxPartners, Apax Summer (Bidco), or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London BusinessDay following the date of the relevant transaction. A disclosure table, givingdetails of the companies in whose "relevant securities" "dealings" should bedisclosed, and the number of such securities in issue, can be found on thePanel's website at www.thetakeoverpanel.org.uk. "Interests in securities"arise, in summary, when a person has long economic exposure, whether conditionalor absolute, to changes in price of securities. In particular, a person will betreated as having an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivative referencedto, securities. Terms in quotation marks are defined in the Takeover Code,which can also be found on the Panel's website. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8, you shouldconsult the Panel. APPENDIX 1 Conditions and Further Terms of the Proposals 1. Conditions of the Proposals The Proposals will be subject to the conditions set out herein and to the further terms and conditions set out in the Scheme Document. 1.1 The Proposals are conditional upon the Scheme becoming unconditional and becoming effective, by not later than 31 January 2007 or such later date as Apax Partners, Apax Summer (Bidco) and Incisive Media and (if required) the Panel and the Court may agree. The Scheme will be conditional upon: (a) approval of the Scheme by a majority in number representing three fourths or more in value of the holders of Incisive Media Shares, present and voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof); (b) any resolution required to approve and implement the Scheme and set out in the notice of Extraordinary General Meeting being passed at the Extraordinary General Meeting (or any adjournment thereof); and (c) the sanction of the Scheme (with or without modification agreed by Incisive Media and Apax Summer (Bidco)) and the confirmation of the reduction of capital involved therein by the Court and an office copy of the Court Orders and the minute of such reduction attached thereto being delivered for registration to the Registrar of Companies of England and Wales and being registered by him. 1.2 The Proposals will be subject to the following conditions having been satisfied or waived prior to the Scheme being sanctioned by the Court: (a) the Office of Fair Trading indicating in terms satisfactory to Apax Summer (Bidco) or Incisive Media that it does not intend to refer the proposed acquisition of Incisive Media by Apax Summer (Bidco) to the Competition Commission and, in the event that the Secretary of State serves an intervention notice under section 42(2) of the Enterprise Act 2002, the Office of Fair Trading indicating in terms satisfactory to Apax Summer (Bidco) that the Secretary of State does not intend to refer the proposed acquisition of Incisive Media by Apax Summer (Bidco) to the Competition Commission and the expiry of a period of four weeks from the date on which the reasoned decision of the Office of Fair Trading; (b) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, institute, implement or threaten any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or would be reasonably likely to: (i) restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the acquisition of any Scheme Shares by Apax Summer (Bidco) or Incisive Media or any matters arising therefrom; (ii) result in a delay in the ability of the Apax Group, or render the Apax Group unable, to acquire some or all of the Scheme Shares; (iii) require, prevent, delay or affect the divestiture by Apax Summer (Bidco) or any of its subsidiaries, subsidiary undertakings or associated undertakings (including any company of which 20 per cent. or more of the voting capital is held by Apax Summer (Bidco) or any partnership, joint venture, firm or company in which any of them may be interested) (together the "Wider Apax Summer (Bidco) Group") or Incisive Media or any of its subsidiaries, subsidiary undertakings or associated undertakings (including any company of which 20 per cent. or more of the voting capital is held by the Incisive Media Group or any partnership, joint venture, firm or company in which any of them may be interested) (together the "Wider Incisive Media Group") of all or any portion of their businesses, assets or property or of any Incisive Media Shares or other securities in Incisive Media or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof; (iv) impose any material limitation on the ability of any member of the Wider Apax Summer (Bidco) Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Incisive Media shares (whether acquired pursuant to the Proposals or otherwise); (v) require any member of the Wider Apax Summer (Bidco) Group or the Wider Incisive Media Group to offer to acquire any shares or other securities or rights thereover in any member of the Wider Incisive Media Group owned by any third party; (vi) make the Proposals or their implementation or the proposed acquisition of Incisive Media or any member of the Wider Incisive Media Group or of any Incisive Media shares or any other shares or securities in, or control of, Incisive Media, illegal, void or unenforceable in or under the laws of any relevant jurisdiction; (vii) impose any material limitation on the ability of any member of the Wider Apax Summer (Bidco) Group or the Wider Incisive Media Group to co-ordinate its business, or any part of it, with the business of any other member of the Wider Apax Summer (Bidco) Group or the Wider Incisive Media Group; or (viii) otherwise adversely affect any or all of the businesses, assets, prospects or profits of any member of the Wider Apax Summer (Bidco) Group or the Wider Incisive Media Group or the exercise of rights of shares of any company in the Incisive Media Group, and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated; (c) appropriate assurances being received, in terms satisfactory to Apax Summer (Bidco), from the relevant authorities or any party with whom any member of the Wider Incisive Media Group has any contractual or other relationship which is material in the context of the Wider Incisive Media Group taken as a whole that the interests held by any member of the Wider Incisive Media Group under any licences, leases, consents, permits and other rights which are material in the context of the Wider Incisive Media Group taken as a whole will not be materially adversely amended or otherwise materially affected by the Proposals or the proposed acquisition of Incisive Media or any matters arising therefrom, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to revoke or materially amend any of the same; (d) since 31 December 2005 (being the date to which the latest published audited accounts of Incisive Media were made up) and save as disclosed in Incisive Media's published report and accounts for the year then ended or save as announced publicly and in each case delivered to a Regulatory Information Service prior to 21 September 2006 being the date on which the Proposals were announced there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the Wider Incisive Media Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Proposals or the acquisition of Incisive Media or because of a change in the control or management of Incisive Media or any member of the Incisive Media Group or any matters arising therefrom or otherwise, would or might reasonably be expected to have the result (in each case to an extent which is material in the context of the Wider Incisive Media Group taken as a whole) that: (i) any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider Incisive Media Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Incisive Media Group to borrow moneys or incur indebtedness is withdrawn, inhibited or adversely affected; (ii) any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of any member of the Wider Incisive Media Group or any such security (whenever arising) becomes enforceable; (iii) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider Incisive Media Group therein, is terminated or adversely modified or affected or any action is taken or onerous obligation arises thereunder; (iv) any material asset or, other than in the ordinary course of business, any asset of the Wider Incisive Media Group being or falling to be charged or disposed of; (v) the rights, liabilities, obligations or interests or business of any member of the Wider Incisive Media Group in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected; or (vi) any member of the Wider Incisive Media Group ceases to be able to carry on business under any name under which it currently does so; (e) since 31 December 2005 (being the date to which the latest published audited report and accounts of Incisive Media were made up) and save as disclosed in Incisive Media's published report and accounts for the year then ended or save as announced publicly and in each case delivered to a Regulatory Information Service prior to 21 September 2006, being the date upon which the Proposals were announced, no member of the Incisive Media Group having: (i) save for intra-Incisive Media Group transactions, issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital; (ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to Incisive Media or wholly-owned subsidiaries of Incisive Media; (iii) authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of assets or shares or any change in its share or loan capital; (iv) save for intra-Incisive Media Group transactions issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability; (v) other than in the ordinary course of business disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any material asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so; (vi) entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business and is material in the context of the Wider Incisive Media Group taken as a whole or announced any intention to do so; (vii) entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Incisive Media; (viii) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; (ix) waived or compromised any claim other than in the ordinary course of business; (x) made any amendment to its memorandum or articles of association or other incorporation documents; (xi) made or agreed or consented to: (A) any significant change to: (I) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or (II) the benefits which accrue or to the pensions which are payable thereunder; or (III) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or (IV) the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or (B) any change to the trustees including the appointment of a trust corporation; (xii) entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (i); and (xiii) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (f) since 31 December 2005 (being the date to which the latest published audited report and accounts of Incisive Media were made up) and save as disclosed in Incisive Media's published report and accounts for the year then ended or save as announced publicly and in each case delivered to a Regulatory Information Service prior to 21 September 2006, being the date upon which the Proposals was announced: (i) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider Incisive Media Group or to which any member of the Wider Incisive Media Group is or may become a party (whether as plaintiff, defendant or otherwise) otherwise than in the ordinary course of business and which in any case would be likely to have a material adverse effect on the wider Incisive Media Group taken as a whole; (ii) no material adverse change having occurred in the business, assets, financial or trading position or profits of the Wider Incisive Media Group taken as a whole or; (iii) no investigation of the Incisive Media Group by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; (g) Neither Incisive Media or Apax Summer (Bidco) having discovered that any business, financial or other information concerning any member of the Incisive Media Group disclosed, publicly or otherwise at any time to a member of the Apax Group, by or on behalf of any member of the Incisive Media Group, either contains a material misrepresentation of fact or omits to state a material fact necessary to make the information contained therein not materially misleading; (h) Neither Apax Summer (Bidco) or Incisive Media having discovered that: (i) any past or present member of the Wider Incisive Media Group has not complied with all applicable legislation or regulations of any relevant jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Incisive Media Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Incisive Media Group and which is material in the context of the Wider Incisive Media Group taken as a whole; or (ii) there is or is likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Incisive Media Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise and which is material in the context of the Wider Incisive Media Group taken as a whole; Apax Summer (Bidco) and/or Incisive Media reserve the right to waive all or anyof the conditions 1.2 (a) to (h) inclusive above in whole or part. If Apax Summer (Bidco), Apax Partners or a member of the Apax Group is requiredby the Panel to make an offer for Incisive Media Shares under the provisions ofRule 9 of the Takeover Code, Apax Summer (Bidco), Apax Partners or a member ofthe Apax Group may make such alterations to the conditions as are necessary tocomply with the provisions of that Rule. Apax Summer (Bidco) is entitled to elect to implement the Proposals by making aTakeover Offer for Incisive Media instead of or in substitution for the Scheme.If it makes such an election, Apax Partners or a member of the Apax Group may,with the consent of the Panel, make such alterations to the conditions as arenecessary to comply with the provisions of the Takeover Code. The Proposals will lapse if (i) the Proposals are referred to the CompetitionCommission or if the European Commission in respect thereof either initiatesproceedings under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes areferral to a competent authority of the United Kingdom under article 9(1) ofthat regulation, before the Effective Date of the Scheme, or (ii) if it isannounced by or on behalf of Incisive Media that the Independent Board hasdetermined not to give or to amend or withdraw their recommendation of theScheme or the Proposals. 2. Certain further terms of the Proposals (a) Incisive Media Shares will be acquired by Apax Summer (Bidco) fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this Announcement. (b) The Proposals will be governed by English laws and subject to the jurisdiction of the English courts and on the terms and will be subject, inter alia, to the conditions which are set out in paragraphs 1.1 and 1.2 of Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the Listing Rules of the UK Listing Authority and the provisions of the Takeover Code. APPENDIX 2 Bases of Calculation and Sources of Information 1. The value placed by the Proposals on the existing issued share capital, and other statements made by reference to the existing share capital, of Incisive Media are based on 102,196,162 Incisive Media Shares in issue, being the number of shares in issue publicly stated by Incisive Media on 16 June 2006. 2. Unless otherwise stated, the financial information and other information on Incisive Media included in this Announcement has been extracted or derived, without material adjustment, from the audited consolidated financial statements for the Incisive Media Group for the year ended 31 December 2005 and/or the 30 June 2006 interim financial statements. 3. Unless otherwise stated, the financial information and other information on Apax Summer (Bidco) and Incisive Media included in this Announcement has been extracted or derived, without material adjustment, from the audited consolidated financial statements for the Apax Group for the year ended 31 December 2005. 4. Unless otherwise stated, all historic share prices quoted for Incisive Media Shares have been sourced from the Daily Official List and represent closing middle market prices for Incisive Media Shares on the relevant dates. The price and volume information used to calculate the volume weighted average prices has been sourced from Bloomberg. 5. As at the close of business on 20 September 2006, Incisive Media had in issue 102,196,162 ordinary shares of 1 penny each. APPENDIX 3 Implementation Agreement Under the Implementation Agreement: (a) Incisive Media and Apax Summer (Bidco) have given each other certain undertakings regarding implementation of the Scheme (or, if applicable, a Takeover Offer); (b) Incisive Media and Apax Summer (Bidco) have agreed to co-operate with each other towards satisfaction of the Conditions; (c) Incisive Media has agreed to the following provisions: (i) to use its reasonable endeavours to carry on the business of Incisive Media in all material respects in the ordinary and usual course; (ii) not to solicit an alternative offer for Incisive Media and to promptly inform the Offeror of any such approach by a third party; (iii) not to take any action which would require approval of shareholders in general meeting under Rule 21 of the Takeover Code or enter into or agree to enter into any transaction that would require the approval of Incisive Media Shareholders under the UK Listing Rules; (iv) not to authorise any distribution to Incisive Media Shareholders without the prior written consent of Apax Summer (Bidco); (v) not to change the authorised and allotted share capital of Incisive Media and not to grant options or other share subscription rights without the prior written consent of the Proposals; and (d) Incisive Media has agreed to pay a fee of GBP1.5 million (inclusive of irrecoverable VAT) to Apax Summer (Bidco) if a higher competing offer for Incisive Media is announced pursuant to Rule 2.4 or Rule 2.5 of the Takeover Code within six months of the date of the agreement and subsequently becomes or is declared unconditional or is otherwise completed prior to the Proposals lapsing or being withdrawn. APPENDIX 4 Definititions The following definitions apply throughout this Announcement unless the contextotherwise requires: "Australia" means the Commonwealth of Australia, its territories and possessions; "Apax Partners" means Apax Partners Worldwide LLP; "Apax Partners Funds" means funds advised by Apax Partners; "Apax Summer (Bidco)" means Apax Summer (Bidco) Limited; "Business Day" means a day (other than Saturday or Sunday) on which banks are generally open for business in the City of London; "Cash Offer" means the cash offer for Incisive Media Shares at 195 pence per Incisive Media Share; "Closing Price" means the middle market price of an Incisive Media Share at the close of business on the day to which such price relates, derived from the Daily Official List of the London Stock Exchange for that day; "Companies Act" means the Companies Act 1985 (as amended); "Conditions" means the conditions of the Proposals set out in Appendix 1 to the Press Announcement and any other conditions which are agreed in writing by the parties; "Court" means the High Court of Justice in England and Wales; "Court Meeting" means the meeting of the Scheme Shareholders (and any adjournment thereof) to be convened by order of the Court pursuant to section 425 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without amendment); "Court Orders" means the orders of the Court sanctioning the Scheme under section 425 of the Companies Act and confirming the reduction of share capital which forms part of it under section 137 of the Companies Act; "Daily Official List" means the daily official list of the London Stock Exchange; "Effective Date" means the date on which the Scheme becomes effective in accordance with its terms; "Extraordinary General Meeting" means the extraordinary general meeting of the Incisive Mediaor "EGM" Shareholders to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned; "Financial Services Authority" means the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA; "Form of Acceptance" means the form of acceptance, election and authority for use in connection with the Proposals which accompanies the Scheme Document; "FSMA" means the Financial Services and Markets Act 2000 (as amended); "Greenhill" means Greenhill & Co. International LLP; "Hearing" means the hearing or hearings by the Court of the petition to sanction the Scheme, confirm the associated reduction of capital and grant the Court Order; "Hearing Date" means the date of the commencement of the Hearing; "Implementation Agreement" means the implementation agreement between Incisive Media and Apax Summer (Bidco), dated 20 September 2006; "Incisive Media" or the means Incisive Media Plc;"Company" "Incisive Media Group" means Incisive Media and its subsidiary undertakings; "Incisive Media Shareholders" means the holders of Incisive Media Shares; "Incisive Media Shares" means the existing unconditionally allotted or issued and fully paid ordinary shares of 1 penny each in Incisive Media; "Incisive Media Share Schemes" means City Financial Communications Limited Share Option Scheme, Incisive Media Limited Company Share Option Scheme, Incisive Media Limited 2000 Executive Share Option Scheme and Long Term Incentive Plan; "Independent Board" or means the directors of Incisive Media comprising the independent"Independent Directors" committee of the board of Incisive Media formed to consider the merits of the Proposals; "Independent Incisive Media means the Incisive Media Shareholders other than the Management Team;Shareholders" "Lazard" means Lazard & Co., Limited; "Listing Rules" means the listing rules of the Financial Services Authority; "London Stock Exchange" means London Stock Exchange plc; "Management Team" means Tim Weller, Jamie Campbell-Harris, James Hanbury and Nick Rapley; "Meetings" means the Court Meeting and/or the Extraordinary General Meeting, as the case may be; "Offer Price" means the cash offer price of 195 pence per Incisive Media Share; "Official List" means the official list of the UK Listing Authority; "Overseas Shareholders" means Incisive Media shareholders whose registered addresses are outside the UK and the United States or who are citizens or residents of countries other than the UK and the United States; "Panel" means The Panel on Takeovers and Mergers; "Parent Securities" means certain securities in an entity which is directly or indirectly the sole parent of Apax Summer (Bidco) and which will be offered to Incisive Media Shareholders by way of consideration for their Incisive Media Shares; "Proposals" means the recommended offer to be made by Apax Summer (Bidco) to acquire the Incisive Media Shares by a Scheme as detailed in this Press Announcement and, where the context requires, any subsequent revision, variation, extension or renewal thereof; "Regulatory Information means any of the Regulatory Information Services approved by theService" Financial Services Authority and set out in appendix 3 to the Listing Rules; "Scheme Document" means the document proposed to be despatched by Apax Summer (Bidco) to Incisive Media Shareholders containing and setting out the terms and conditions of the Proposals and certain information about Incisive Media and Apax Partners and containing the Scheme and notices of the Meetings; "Scheme or Scheme of means the proposed scheme of arrangement under section 425 of theArrangement" Companies Act between Incisive Media and the holders of Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court; "Scheme Shareholder" means the holders of Scheme Shares; "Scheme Shares" means Incisive Media Shares in issue on the date of this Announcement together with any further Incisive Media Shares: (a) issued after the date of this document and prior to the Voting Record Time; and (b) (if any) issued thereafter and prior to 6:00 p.m. on the Business Day before the Hearing Date either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed to be bound by the Scheme; "Securities Alternative" means the alternative offer of Parent Securities more details of which will be contained in the Scheme Document; "subsidiary" or "subsidiary have the meanings given to them by the Companies Act;undertaking" "Takeover Code" means the City Code on Takeovers and Mergers; "Takeover Offer" means the implementation of the Proposals by means of a takeover offer under the Takeover Code; "United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; "United States" or "US" means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and "Voting Record Time" means the time and date to be specified in the Scheme Document. This information is provided by RNS The company news service from the London Stock Exchange

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