8th Dec 2005 07:02
Daily Mail & General Trust PLC08 December 2005 PricewaterhouseCoopersPress Release For release at 07:00am8 December 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN Recommended Offers by PricewaterhouseCoopers LLP on behalf of Daily Mail and General Holdings Ltd ("DMGH") a subsidiary of Daily Mail and General Trust plc ("DMGT") for Fastcrop plc Summary • Recommended cash offers by DMGH for Fastcrop plc, whose principal business is the primelocation.com residential property website. • primelocation is one of the UK's leading websites for quality estate agents wishing to advertise their properties on the internet, as well as for listings of properties located abroad. • The Offers value the entire issued and to be issued share capital of Fastcrop at £48 million. • Offers to be made to estate agent shareholders, management shareholders and other shareholders at 72.78 pence per share in cash. • Irrevocable commitments to accept the Offers have been received from Fastcrop Shareholders representing in excess of 75% of each class of Fastcrop share. • Estate agent shareholders accepting the Offers: - are required to commit to list on primelocation as their preferred (although non-exclusive) property aggregator website for a three year period; and - will benefit from a limit on the annual increases to the tariff listing fees for that three year period of no more than 20% per annum. • On completion of the Offers, primelocation will allow all estate agents to list properties on its website on a non-exclusive basis, providing opportunities for a broader range of estate agents to list properties on the website than at present and thereby increasing primelocation's ability to compete in a highly competitive market. • Management Team to defer as contingent consideration (an earn out) between 30-40% of the consideration receivable by them under the Offers. • The Independent Directors of Fastcrop, who have been so advised by Close Brothers, unanimously recommend Fastcrop shareholders to accept the Offers. The Independent Directors (including for these purposes the Agent Shareholder Groups represented on the Board of Fastcrop) have irrevocably undertaken to accept the Offers in respect of 21,745,827 Fastcrop Shares representing 34.7% of Fastcrop's existing issued share capital. Commenting on the Offers, Ian Springett, Chief Executive of Fastcrop, saidtoday: "The Offers provide Fastcrop shareholders with an opportunity to realise theirinvestments at an attractive price and we are delighted that shareholdersrepresenting over 75% of the share capital of the Company have alreadyirrevocably committed to accept the Offers. We believe that under DMGHownership the Company will have access to greater financial resources to investfor the continued growth of the business. We are very excited at the prospectof being able to serve a much larger base of estate agents and property seekers." Commenting on the Offers, Andrew Hart of DMGT, said today: "The acquisition continues our strategy of making investments to increase ourexposure to key areas of the online advertising market. Primelocation is aprize asset for us, complementing our other established businesses. It is oneof the leading UK property sites, in a highly competitive sector which isexperiencing rapid growth. We intend to continue primelocation's rapiddevelopment and look forward to working with the management team in unlockingthe opportunities that will arise out of this transaction." This summary should be read in conjunction with the full text of the followingannouncement. Enquiries: DMGTAndrew Hart, Managing Director of Associated New Ventures +44 (0) 20 7927 8675Peter Williams, Finance Director, DMGT +44 (0) 20 7938 6631 PricewaterhouseCoopers (financial adviser)Simon Boadle +44 (0) 20 7212 4118Olivier Wolf +44 (0) 20 7212 3864 Tulchan Communications (PR adviser)Andrew Honnor +44 (0) 20 7353 4200Peter Hewer +44 (0) 20 7353 4200 Fastcrop plcIan Springett, Chief Executive +44 (0) 20 7432 4000 Close Brothers (financial adviser)Peter Alcaraz +44 (0) 20 7655 3100Tom Wrenn +44 (0) 20 7655 3100 Jago Dean (PR adviser)James Jago +44 (0) 20 7228 5464Alison Dean +44 (0) 20 7228 5464 The following announcement contains definitions of certain expressions used inthis summary. PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for DMGH and for no one else in relation to the Offers andwill not be responsible to anyone other than DMGH for providing the protectionsafforded to clients of PricewaterhouseCoopers LLP or for giving advice inrelation to the Offers or any other matter referred to in this announcement. Close Brothers Corporate Finance Limited, which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor Fastcrop plc and for no-one else in connection with the Offers and othermatters described in this announcement and will not be responsible to anyoneother than Fastcrop plc for providing the protections afforded to clients ofClose Brothers Corporate Finance Limited or for giving advice in relation to theOffers or any other matter described in this announcement. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. The Offers are not being made, and will not be made, directly or indirectly, inor into, or by the use of the mails or by any means or instrumentality(including, without limitation, telephonically or electronically) of interstateor foreign commerce or by any facilities of a national securities exchange of,the United States of America, Canada, Australia, South Africa or Japan and theOffers cannot be accepted by any such use, means, instrumentality or facility orfrom within those jurisdictions. Accordingly, copies of this announcement arenot being, and must not be, mailed, transmitted or otherwise forwarded,distributed or sent, in whole or in part, in, into or from the United States ofAmerica, Canada, Australia, South Africa or Japan. Custodians, nominees andtrustees should observe these restrictions and should not send or distributethis announcement in, into or from the United States of America, Canada,Australia, South Africa or Japan. The Directors of DMGH accept responsibility for the information contained inthis announcement, other than that relating to Fastcrop, the Fastcrop EGM, theFastcrop Directors and members of their immediate families, related trusts andpersons connected with them (within the meaning of Section 346 of the CompaniesAct) and information relating to the recommendation of the Offers. To the bestof the knowledge and belief of the Directors of DMGH (who have taken allreasonable care to ensure that such is the case), the information contained inthis announcement for which they are responsible is in accordance with the factsand does not omit anything likely to affect the import of such information. The Fastcrop Directors accept responsibility for the information contained inthis announcement relating to Fastcrop, the Fastcrop EGM, the FastcropDirectors and members of their immediate families, related trusts and personsconnected with them (within the meaning of Section 346 of the Companies Act) andinformation relating to the recommendation of the Offers. To the best of theknowledge and belief of the Fastcrop Directors (who have taken all reasonablecare to ensure that such is the case), the information contained in thisannouncement for which they are responsible is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This announcement may contain "forward-looking statements" concerning theFastcrop Group and the DMGH Group. Generally, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and "will" or similar expressions identify forward-looking statements. Suchstatements reflect the relevant company's current views with respect to futureevents and are subject to risks and uncertainties that could cause the actualresults to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such aschanges in general economic and business conditions, changes in currencyexchange rates and interest rates, introduction of competing products, lack ofacceptance of new exchange rates and interest rates, lack of acceptance of newproducts or services, changes in business strategy and the behaviour of othermarket participants and therefore undue reliance should not be placed on suchstatements. Neither Fastcrop nor DMGH intends or assumes any obligation toupdate these forward-looking statements. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any securities, nor shall there be any sale,issuance or transfer of the securities referred to in this announcement in anyjurisdiction in contravention of applicable law. Press Release For release at 07:00am8 December 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN Recommended Offers by PricewaterhouseCoopers LLP on behalf of Daily Mail and General Holdings Ltd ("DMGH") a subsidiary of Daily Mail and General Trust plc ("DMGT") for Fastcrop plc 1. Introduction The Board of DMGH and the Independent Directors of Fastcrop plc ("Fastcrop" or "the Company") are pleased to announce that they have reached agreement on theterms of recommended cash offers for the entire issued and to be issued sharecapital of Fastcrop. DMGH, incorporated in the United Kingdom, is a subsidiary of DMGT. DMGT is oneof the largest media companies in the UK with approximately 19,000 employees andstrong leadership positions in a number of media markets. Fastcrop is an unlisted public company founded in 2000. The principalactivities of the Company are to operate its property aggregator website,primelocation.com and the publication of the monthly property magazine "primelocation". The Independent Directors of Fastcrop, being those directors who will not havean ongoing management role in Fastcrop following completion of the Offers, haveunanimously recommended the Offers. The Independent Directors (including forthese purposes the Agent Shareholder Groups represented on the Board ofFastcrop) have irrevocably undertaken to accept the Offers in respect of21,745,827 Fastcrop Shares representing, in aggregate, approximately 34.7% ofthe existing issued share capital of Fastcrop. 2. The Offers General On behalf of DMGH, PricewaterhouseCoopers will offer to acquire the entireissued and to be issued share capital of Fastcrop, on the terms and subject tothe conditions set out in Appendix I to this announcement and to be set out orreferred to in the Offer Document and the Forms of Acceptance. The Offers value the issued and to be issued share capital of Fastcrop at £48million. To enable the Offers to be made, shareholders' consent is being sought toreclassify Fastcrop's share capital into three classes: 'A', 'B' and 'C'ordinary shares ("the Reclassification"). This is being done to reflect thecommercial arrangements that DMGH wishes to enter into with Agent Shareholders(who will receive 'A' shares), with the Management Team (who will receive 'B'shares) and other shareholders, including employees and suppliers of the Company(who will receive 'C' shares). A separate offer is being made by DMGH for eachclass of share capital. The Offers are subject, inter alia, to the approval of the Fastcrop Shareholdersof the Reclassification at the Fastcrop EGM, which will be held at 11 a.m. on 11January 2006. Further details of the Fastcrop EGM and the Reclassification willbe summarised in the Offer Document. Conditional, inter alia, on the Reclassification, the Offers are to acquire theissued and to be issued share capital of Fastcrop as follows: The 'A' Offer (the offer to Agent Shareholders) On behalf of DMGH, PricewaterhouseCoopers will offer to acquire, on the termsand subject to the conditions to be set out or referred to in the Offer Documentand in the blue Form of Acceptance, the Fastcrop Shares held by AgentShareholders (i.e., following the Reclassification of the Fastcrop sharecapital, the Fastcrop New 'A' Shares) on the following basis: for each Fastcrop New 'A' Share 72.78 pence in cash Agent Shareholders that accept the 'A' Offer will, as a term of the 'A' Offer,procure that all of the branches and offices of their respective AgentShareholder Group shall contract with Fastcrop to list all their UK residentialproperties on the primelocation website as their preferred property aggregatorwebsite but on a non-exclusive basis (currently the commitment is on anexclusive basis) for a period of three years from completion of the Offers.Further details of these commitments will be provided in the Offer Document. The 'B' Offer (the offer to the Management Team) On behalf of DMGH, PricewaterhouseCoopers will offer to acquire, on the termsand subject to the conditions to be set out or referred to in the Offer Documentand in the red Form of Acceptance, the Fastcrop Shares held by the ManagementTeam (i.e. following the Reclassification of the Fastcrop share capital, theFastcrop New 'B' Shares) on the following basis: for each Fastcrop New 'B' Share 72.78 pence in cash It is a requirement of DMGH that each member of the Management Team shouldretain an interest in the ongoing performance of the business. The 'B' Offertherefore requires the Management Team to enter into the Management Proposalswhich contain, inter alia, earn out arrangements. The Management Proposals aresubject to the approval of the Independent Shareholders at the Fastcrop EGM.Further details of the Management Proposals are provided in paragraph 7 of thisannouncement and in the Offer Document. The 'C' Offer (the offer to other Fastcrop shareholders) On behalf of DMGH, PricewaterhouseCoopers will offer to acquire, on the termsand subject to the conditions to be set out or referred to in the Offer Documentand in the yellow Form of Acceptance, the Fastcrop Shares held by FastcropShareholders that are neither members of the Management Team nor AgentShareholders (i.e. following the Reclassification of the Fastcrop share capital,the Fastcrop New 'C' Shares) on the following basis: for each Fastcrop New 'C' Share 72.78 pence in cash Other details of the Offers Each of the 'A' Offer, 'B' Offer and 'C' Offer will be inter-conditional in thatnone of them can be declared unconditional in all respects unless all of themare declared unconditional in all respects. The Offers will extend to all Fastcrop Shares unconditionally allotted or issuedon the date that the Offers are made and any further such shares that areunconditionally allotted or issued during the period ending on the date and atthe time upon which the Offers cease to be open for acceptance or any earlierdate and time as DMGH may, subject to the City Code, decide. The Fastcrop Shares which are the subject of the Offers will be acquired fullypaid and free from all liens, charges, equitable interests, encumbrances, rightsof pre-emption and other third party rights or interests of any naturewhatsoever and together with all rights now or hereafter attaching thereto,including the right to all dividends, interests and other distributions (if any)declared, made or paid after the date of the Offer Document. 3. The Loan Note Alternative As an alternative to some or all of the cash consideration which would otherwisebe receivable under the Offers, Fastcrop Shareholders who validly accept theOffers (other than overseas shareholders) will be able to elect to receive LoanNotes to be issued by DMGH on the following basis: for every £1 of cash under the Offers £1 nominal of Loan Notes The Loan Notes, which will be governed by English law, will be unsecuredobligations of DMGH and will not be guaranteed. No application will be made forthe Loan Notes to be listed or dealt in on any stock exchange. Full details of the Loan Note Alternative will be set out in the Offer Document. 4. Background to and reasons for the Offers Background to the Offers In considering the Offers, the Independent Directors have had regard to theobjectives of the Company as set out in its prospectus dated 20 July 2000 and tothe potential exit routes for investors as set out in the Company's originalbusiness plan. The Independent Directors have also considered the consolidationthat has taken place in the property portal market in the period since theCompany was formed. The Independent Directors of Fastcrop believe that the Offers will allow forgreater financial resources to invest for continued growth of the primelocationbusiness. The Independent Directors believe that DMGH will continue to offeragents listing with primelocation an excellent medium for the marketing of UKresidential property. DMGH has confirmed that it will use reasonable endeavoursto procure that Fastcrop will not accept private vendor or landlord advertisingon the primelocation website. In order to ensure a smooth transition to new ownership and assist in the futuresuccess of primelocation, DMGH requires a 3 year Listing Commitment from AgentShareholders (and their respective Agent Shareholder Groups) to list onprimelocation.com as their preferred (although non-exclusive) propertyaggregator website as part of their acceptance of the 'A' Offer. DMGH hasagreed that primelocation will cap the annual increases to the tariff listingfees that will be payable by Agent Shareholders or Agent Shareholder Groups thataccept the Offers over the three year commitment period to no more than 20 percent. per annum. The average annual increases in published listing fees for acountry sales office on primelocation or on Rightmove over the last three yearshave been 26 per cent. and 37 per cent. respectively. The Independent Directorsbelieve that the importance of the internet and the value delivered to agentsfrom it will grow and that this is likely to lead to listing fees on the majorportals rising at increasing rates over the next few years. The IndependentDirectors therefore believe that the cap on increases for those accepting the 'A' Offer is likely to be of significant benefit. Notwithstanding the Fastcrop Board's confidence in the prospects forprimelocation, the approach by DMGH and the level of the Offers is such that theIndependent Directors believe it provides Fastcrop Shareholders with anopportunity to realise their investment at an attractive price. In reachingtheir decision to recommend the Offers, the Independent Directors haveconsidered other strategic opportunities available to the Company, including itsacquisition by other potential acquirers. Accordingly, the Independent Directorsbelieve that the acquisition of the Company by DMGH on the terms of the Offersis in the best interest of the Company and the Fastcrop Shareholders. Reasons for the Offers As set out in the statement made by the Chairman of DMGT in the company's lastaudited accounts, DMGT believes that the internet will have an increasinglyimportant role to play. DMGT's strategy is to increase its investment in digitalplatforms, with the aim of building a leading presence in key channels. Theproperty listings market represents a key part of this stated strategy. Withinthe property listings market, primelocation is an attractive asset which iscomplementary to other DMGT businesses. Primelocation has a strong position atthe top end of the UK property market, as well as in international listings, andDMGH intends to continue primelocation's rapid development. As explained above, DMGH intends to remove the obligation on estate agentslisting with primelocation to list exclusively with it. DMGH believes that thiswill provide agents with a greater degree of flexibility than they havecurrently, in what DMGH believes will be an increasingly important service toagents in the UK. 5. Irrevocable undertakings to accept the Offers and to vote in favour ofthe Resolutions DMGH has received irrevocable undertakings to accept the Offers and to vote infavour of the Resolutions in respect of, in aggregate, 50,858,732 Sharesrepresenting approximately 81.2 per cent. of the issued ordinary share capitalof Fastcrop. These undertakings remain binding in the event of a highercompeting cash offer being made for Fastcrop. In summary, the following commitments to accept the Offers have been received inrespect of shares to be redesignated as 'A', 'B' or 'C' shares: Fastcrop Fastcrop New Shares* Existing Shares 'A'Shares 'B' Shares 'C' Shares Number of shares 50,858,732 37,074,362 5,900,000 7,884,370Percentage 81.2 76.4 100.0 96.2 * Following the Reclassification, and assuming that no options under theFastcrop Share Option Schemes, or subscription rights under any Share RewardAgreement, have been exercised. Further details of these irrevocable undertakings are set out in Appendix II ofthis announcement. 6. Recommendation The Independent Directors, who have been so advised by Close Brothers, considerthe terms of the Offers to be fair and reasonable. In providing advice to theIndependent Directors, Close Brothers has taken into account the commercialassessments of the Independent Directors. Accordingly, the Independent Directors of Fastcrop unanimously recommendFastcrop Shareholders to accept the Offers and to vote in favour of theResolutions at the Fastcrop EGM as they (including for these purposes the AgentShareholder Groups represented on the Board of Fastcrop) have irrevocablyundertaken to do in respect of, in aggregate, 21,745,827 Fastcrop Shares,representing approximately 34.7 per cent of Fastcrop's existing issued sharecapital. 7. The Management Proposals, Transaction Bonus and Fastcrop Shareholders'Approval DMGH requires that the Management Team remains in place to manage the businessof primelocation following completion of the Offers so as to ensure itscontinued growth and development. Subject to the approval of the Independent Shareholders at the Fastcrop EGM, theManagement Team will be incentivised through a three year earn-out arrangementwith DMGH pursuant to the Management Proposals. Each member of the ManagementTeam will enter into a new service agreement, effective on completion of theOffers. The Management Team will, on completion of the Offers, receive only a proportionof the cash consideration payable by DMGH for the Fastcrop Shares (includingFastcrop Shares arising on the exercise of Fastcrop Options) held by them. Eachmember of the Management Team has agreed to defer between 30 per cent. and 40per cent. of the consideration that would otherwise have been due to him intocontingent consideration (the earn-out). The amount that each member of the Management Team will receive under theearn-out will be based on (i) the amount of the consideration carried to theearn-out by that member and (ii) Fastcrop's turnover and trading profit (beforeinterest and tax) over a three year earn-out period (subject to certainconditions). The amount payable by way of deferred contingent consideration is subject to acap equivalent to 238 pence per Fastcrop New B Share, but not to any minimum. If Fastcrop achieves its challenging internal forecasts for turnover and tradingprofit during the earn-out period to 31 December 2008 and if certain otherconditions are satisfied the deferred consideration payable would be 151 penceper share for each Fastcrop New 'B' Share carried to the earn-out. Potentially, all of the consideration carried to the earn-out will be risked bythe Management Team. The Management Team will also be subject to good, bad andintermediate leaver terms during the course of the earn-out period, i.e. if amember of the Management Team ceases to be employed during the earn-out period,the extent of his entitlement to any or all of his proportion of the earn-outconsideration could be affected, depending on the circumstances and timing ofhis departure. Further detail of the Management Proposals and the service agreements to beentered into by the Management Team and Roger Stevens will be set out in theOffer Document. The Offers are subject, inter alia, to the approval by Independent Shareholdersof the Management Proposals and to the approval by Fastcrop Shareholders (otherthan Ian Springett) of the Transaction Bonus at the Fastcrop EGM. In recognition of the additional work in connection with the Offers carried outby Ian Springett, Chief Executive of Fastcrop, and the value generated forFastcrop Shareholders by virtue of the Offers, the Independent Directors haveproposed that a Transaction Bonus of £250,000 be paid to Ian Springett onsuccessful completion of the Offers. Fastcrop Shareholders (other than IanSpringett) will be asked to approve the resolution proposing the aforementionedbonus at the Fastcrop EGM. In the context of the Offers, Close Brothers considers the terms of theManagement Proposals and the Transaction Bonus to be fair and reasonable, so faras the Independent Shareholders are concerned. Accordingly, in the context of the Offers, the Independent Directors, who havebeen so advised by Close Brothers, unanimously recommend: (a) Independent Shareholders to vote in favour of the Resolution that willbe put to them at the Fastcrop EGM concerning the Management Proposals; and (b) Fastcrop Shareholders (other than Ian Springett) to vote in favour ofthe Resolution concerning the Transaction Bonus, as they (including for this purpose the Agent Shareholder Groups represented onthe Fastcrop Board) have irrevocably undertaken to do in respect of theirholdings of 21,745,827 Fastcrop Shares representing, in aggregate, approximately34.7% of the existing issued share capital of Fastcrop. In providing advice to the Independent Directors in relation to the ManagementProposals and the Transaction Bonus, Close Brothers has taken account of thecommercial assessments of the Independent Directors. 8. Information on DMGT DMGT is one of the largest media companies in the UK with approximately 19,000employees and strong positions in a number of media markets. DMGT is listed inthe UK and has a market capitalisation of approximately £3.0 billion. DMGT's divisions comprise national and regional newspapers, information andfinancial publishing, exhibitions, television and radio. Each division includesits related electronic activities. These divisions are Associated Newspapers,Northcliffe Newspapers, DMG Information, Euromoney Institutional Investor, DMGWorld Media and DMG Broadcasting. DMGT is the ultimate holding company of DMGH. DMGH's principal subsidiariesinclude Associated Newspapers Limited, Northcliffe Newspapers Group Limited,Euromoney Institutional Investor PLC, DMG Broadcasting Limited, DMG RadioHoldings Pty Limited, DMG World Media Limited, DMG Information Inc. and DMGInformation Limited. The preliminary results for DMGT for the year ended 2 October 2005 were releasedon 30 November 2005. DMGT reported turnover for the period of £2,137.7 million(2004: £2,108.5 million) and profit before taxation of £162.9 million (2004:£124.6 million). As at 2 October 2005, DMGT had net assets of £462.4 million. 9. Information on Fastcrop General Fastcrop owns one of the UK's leading websites for quality estate agents wishingto list their properties on the internet: primelocation.com. This site aims toprovide an effective medium to help those buying, selling, renting and lettingproperty in the UK and attracts more than 850,000 visitors per month. Fastcropalso publishes the monthly property magazine, "primelocation", which ishand-delivered to 110,000 pre-selected homes in prime areas of London. For the year ended 31 December 2004, Fastcrop reported sales of £4.7 million(2003: £3.4 million) and profit before taxation of £0.5 million (2003: lossbefore tax of £1.0 million). As at 31 December 2004, Fastcrop had net assets of£2.0 million. Extracts from Fastcrop's audited financial statements for the three years ended31 December 2004 will be set out in the Offer Document. Current Trading Fastcrop has continued to grow its revenues and customer numbers significantly,both in the UK and overseas. Revenues for the nine months ended 30 September2005 were approximately £4.1 million compared to revenues for the full yearended 31 December 2004 of £4.7 million. As at 30 September 2005, 2,052 agentoffices were registered with primelocation. During the second half of this year, Fastcrop has invested for faster growth incustomer numbers. A recent television advertising campaign is proving successfulin helping recruitment of potential new customers and visitor activity on thewebsite has increased. The Company also relaunched "primelocation" magazine in September 2005. The newformat features higher quality paper, improved editorial and new sections gearedto attracting premium advertisers. The relaunched magazine has been wellreceived and is meeting the objectives set for it by the Fastcrop Board. 10. Employees of Fastcrop The Board of DMGH has confirmed that, upon the Offers becoming or being declaredunconditional in all respects, the existing contractual and statutory employmentrights, including pension rights, of employees of the Fastcrop Group will besafeguarded. 11. Fastcrop Share Option Schemes and other subscription rights The Offers will extend to any Fastcrop New Shares which are issued orunconditionally allotted and fully paid (or credited as fully paid) on or priorto the time and date on which the Offers close (or, by such earlier time anddate as DMGH may, subject to the Code or with the consent of the Panel, decide)as a result of the exercise of options granted under the Fastcrop Share OptionSchemes or otherwise. Appropriate proposals will be made to the holders of options under the FastcropShare Option Schemes and holders of rights to subscribe for Fastcrop Sharesunder any Share Reward Agreement in due course. 12. Compulsory acquisition of Fastcrop Shares and re-registration as a privatecompany Subject to the acquisition of 90 per cent. of (i) the Fastcrop New 'A' Sharesand/or (ii) the Fastcrop New 'C' Shares to which the 'A' Offer and/or 'C' Offer(respectively) relates, DMGH intends to apply the provisions of section 428 to430F (inclusive) of the Companies Act 1985 to acquire compulsorily any remainingFastcrop Shares to which the relevant Offer(s) relate on the same terms as therelevant Offer(s). Alternatively, or in addition, and subject to the acquisition of 75 per cent. of(i) the Fastcrop New 'A' Shares and/or (ii) the Fastcrop New 'B' Shares and/or(iii) the Fastcrop New 'C' Shares to which the 'A' Offer and/or the 'B' Offerand/or the 'C' Offer (respectively) relates, DMGH may elect to acquirecompulsorily any remaining Fastcrop Shares to which the relevant Offer(s) relateon the same terms as the relevant Offer(s) in accordance with the provisions ofnew Article 51 of Fastcrop's Articles of Association to be adopted, subject toshareholder approval, at the Fastcrop EGM. It is DMGH's intention that, following the Offers becoming or being declaredunconditional in all respects, DMGH will re-register Fastcrop as a privatecompany. 13. Financing The consideration payable under the Offers will be financed through DMGH'sexisting facilities. 14. General The conditions to the Offers are set out in Appendix I to this announcement.The terms of the Offers will be set out in the formal Offer Document and theForms of Acceptance. The Offer Document, together with a Form of Acceptance, will be despatched toFastcrop Shareholders (other than to Fastcrop Shareholders with addresses in theUnited States, Canada, Australia, South Africa or Japan) and, for informationonly, to Fastcrop Share Option Scheme holders as soon as practicable. Neither DMGH nor any person acting in concert with it has an interest in or aright to subscribe for any Relevant Fastcrop Securities. Neither DMGH, nor any of the Directors of DMGH nor any person acting in concertwith any of them has any arrangement of the kind referred to in Note 6(b) onRule 8. Defined terms used in this announcement have the same meanings given to them inthe Offer Document unless the context requires otherwise. The sources and bases of certain financial information contained in thisannouncement are set out in Appendix IV. Enquiries: DMGTAndrew Hart, Managing Director of Associated New Ventures +44 (0) 20 7927 8675Peter Williams, Finance Director, DMGT +44 (0) 20 7938 6631 PricewaterhouseCoopers (financial adviser)Simon Boadle +44 (0) 20 7212 4118Olivier Wolf +44 (0) 20 7212 3864 Tulchan Communications (PR adviser)Andrew Honnor +44 (0) 20 7353 4200Peter Hewer +44 (0) 20 7353 4200 Fastcrop plcIan Springett, Chief Executive +44 (0) 20 7432 4000 Close Brothers (financial adviser)Peter Alcaraz +44 (0) 20 7655 3100Tom Wrenn +44 (0) 20 7655 3100 Jago Dean (PR adviser)James Jago +44 (0) 20 7228 5464Alison Dean +44 (0) 20 7228 5464 PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for DMGH and for no one else in relation to the Offers andwill not be responsible to anyone other than DMGH for providing the protectionsafforded to clients of PricewaterhouseCoopers LLP or for giving advice inrelation to the Offers or any other matter referred to in this announcement. Close Brothers Corporate Finance Limited, which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor Fastcrop plc and for no-one else in connection with the Offers and othermatters described in this announcement and will not be responsible to anyoneother than Fastcrop plc for providing the protections afforded to clients ofClose Brothers Corporate Finance Limited or for giving advice in relation to theOffers or any other matter described in this announcement. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. The Offers are not being made, and will not be made, directly or indirectly, inor into, or by the use of the mails or by any means or instrumentality(including, without limitation, telephonically or electronically) of interstateor foreign commerce or by any facilities of a national securities exchange of,the United States of America, Canada, Australia, South Africa or Japan and theOffers cannot be accepted by any such use, means, instrumentality or facilityor from within those jurisdictions. Accordingly, copies of this announcement arenot being, and must not be, mailed, transmitted or otherwise forwarded,distributed or sent, in whole or in part, in, into or from the United States ofAmerica, Canada, Australia, South Africa or Japan. Custodians, nominees andtrustees should observe these restrictions and should not send or distributethis announcement in, into or from the United States of America, Canada,Australia, South Africa or Japan. The Directors accept responsibility for the information contained in thisannouncement, other than that relating to Fastcrop the Fastcrop EGM, theFastcrop Directors and members of their immediate families, related trusts andpersons connected with them (within the meaning of Section 346 of the CompaniesAct) and information relating to the recommendation of the Offers. To the bestof the knowledge and belief of the Directors of DMGH (who have taken allreasonable care to ensure that such is the case), the information contained inthis announcement for which they are responsible is in accordance with the factsand does not omit anything likely to affect the import of such information. The Fastcrop Directors accept responsibility for the information contained inthis announcement relating to Fastcrop, the Fastcrop EGM, the Fastcrop Directorsand members of their immediate families, related trusts and persons connectedwith them (within the meaning of Section 346 of the Companies Act) andinformation relating to the recommendation of the Offers. To the best of theknowledge and belief of the Fastcrop Directors (who have taken all reasonablecare to ensure that such is the case), the information contained in thisannouncement for which they are responsible is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This announcement may contain "forward-looking statements" concerning theFastcrop Group and the DMGH Group. Generally, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and "will" or similar expressions identify forward-looking statements. Suchstatements reflect the relevant company's current views with respect to futureevents and are subject to risks and uncertainties that could cause the actualresults to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such aschanges in general economic and business conditions, changes in currencyexchange rates and interest rates, introduction of competing products, lack ofacceptance of new exchange rates and interest rates, lack of acceptance of newproducts or services, changes in business strategy and the behaviour of othermarket participants and therefore undue reliance should not be placed on suchstatements. Neither Fastcrop nor DMGH intends or assumes any obligation toupdate these forward-looking statements. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any securities, nor shall there be any sale,issuance or transfer of the securities referred to in this announcement in anyjurisdiction in contravention of applicable law. APPENDIX I Conditions to and further terms of the Offers The Offers are conditional on: (a) valid acceptances being received (and not, where permitted, withdrawn) bynot later than 1.00 p.m. on the First Closing Date (or such later time(s) and/ordate(s) as DMGH may, subject to the rules of the Code or with the consent of thePanel, decide) in respect of not less than 75 per cent. in nominal value (or inrespect of each and any class of Fastcrop Shares such lower percentage as DMGHmay decide) of each class of the Fastcrop Shares (being the Fastcrop New 'A'Shares, the Fastcrop New 'B' Shares and the Fastcrop New 'C' Shares) to whichthe 'A' Offer, the 'B' Offer and the 'C' Offer respectively relate provided thatthis condition will not be satisfied unless DMGH and/or its wholly ownedsubsidiaries shall have acquired or agreed to acquire (whether pursuant to theOffer or otherwise) Fastcrop Shares carrying in aggregate more than 50% of thevoting rights then normally exercisable at a general, or in the case of a classmeeting, a class meeting of Fastcrop, including for this purpose (except to theextent otherwise agreed by the Panel) any such voting rights attaching to anyFastcrop Shares that are unconditionally allotted or issued before the Offersbecome or are declared unconditional as to acceptances, whether pursuant to theexercise of any outstanding subscription or conversion rights or otherwise; andfor this purpose: (i) the expression "Fastcrop Shares to which the Offer relates" (or any suchother equivalent expression relating to the Fastcrop New 'A' Shares, FastcropNew 'B' Shares and/or the Fastcrop New 'C' Shares and for the 'A' Offer, 'B'Offer and/or 'C' Offer) shall be construed in accordance with sections 428 to430F of the Companies Act 1985; (ii) Fastcrop Shares which have been unconditionally allotted shall be deemedto carry the voting rights which they will carry upon issue; and (iii) valid acceptances shall be deemed to have been received in respect ofFastcrop Shares which are treated for the purposes of section 429(8) of theCompanies Act 1985 as having been acquired or contracted to be acquired by DMGHby virtue of acceptances of the Offers; (b) any and all resolution(s) of Fastcrop Shareholders (as set out in theNotice of EGM) required to approve the alteration of the Articles of Associationof Fastcrop and the reclassification of Fastcrop Shares into Fastcrop New 'A'Shares, Fastcrop New 'B' Shares and Fastcrop New 'C' Shares being duly passed atthe Fastcrop EGM (or at any adjournment of that meeting); (c) any and all resolution(s) of the Independent Shareholders (as set out inthe Notice of EGM) required to approve and implement the Management Proposalsbeing duly passed at the Fastcrop EGM (or at any adjournment of that meeting); (d) any resolution of Fastcrop Shareholders (other than Ian Springett) as setout in the Notice of EGM to approve the Transaction Bonus payable to IanSpringett by Fastcrop being duly passed at the Fastcrop EGM (or at anyadjournment of that meeting); (e) no government or governmental, quasi-governmental, supranational,statutory or regulatory body, court, trade agency, association, institution orprofessional or environmental body or other person or body in any relevantjurisdiction (each a "Relevant Authority") having, prior to the date when theOffers become or are declared otherwise unconditional in all respects, decidedto take, instituted, implemented or threatened any action, suit, proceeding,investigation or enquiry, or enacted, made or proposed any statute or regulationor order, or taken any other step which would or might reasonably be expectedto: (i) make the Offers (or any of them) or their implementation or theacquisition or proposed acquisition of any or all of the Fastcrop Shares or ofcontrol of Fastcrop by DMGH void, illegal or unenforceable under the laws of anyrelevant jurisdiction or, directly or indirectly, restrain, prohibit orotherwise materially interfere in the implementation of, or impose additionalconditions or obligations with respect to, or otherwise challenge the Offers (orany of them) or the acquisition or proposed acquisition of Fastcrop by DMGH orits implementation or any acquisition of shares in Fastcrop by DMGH; (ii) result, directly or indirectly, in a material delay in the ability ofDMGH, or render DMGH unable, to acquire some or all of the Fastcrop Shares; (iii) require the divestiture by any member of the DMGH Group of any shares orother securities in Fastcrop; (iv) require the divestiture by any member of the DMGH Group or by any memberof the Wider Fastcrop Group, of all or any portion of their respectivebusinesses, assets or properties or materially limit the ability of any of themto conduct any of their respective businesses or to own or dispose of any oftheir respective assets or properties or any part thereof; (v) impose any limitation on or result in any material delay in the abilityof DMGH to acquire or to hold or effectively to exercise, directly orindirectly, all or any rights of ownership of the Fastcrop Shares or on theability of any member of the Fastcrop Group or of the DMGH Group to hold oreffectively to exercise all or any rights of ownership of shares in or of anyinterest in any member of the Wider Fastcrop Group; or (vi) require any member of the DMGH Group or the Wider Fastcrop Group to offerto acquire any shares owned by any third party in the capital of any Fastcropsubsidiary or of any body corporate in which any such member has an interest, and all applicable waiting and other time periods during which any RelevantAuthority could decide to take, institute, implement or threaten any suchaction, suit, proceedings, investigation or enquiry having expired or beenterminated; (f) all authorisations, order, recognitions, grants, consents, licences,confirmations, clearances, certificates, permissions and approvals ("Authorisations") necessary to carry on the business of each member of the WiderFastcrop Group remaining in full force and effect and there being no intimationof any intention to revoke or not renew any of them (in each case where theabsence of such Authorisations might reasonably be expected to have a materialadverse effect in the context of the DMGH Group or the Wider Fastcrop Group, ineach case taken as a whole) and in relation thereto all necessary statutory orregulatory obligations in connection with the Offers in any jurisdiction havingbeen complied with; (g) other than as disclosed in the annual report and accounts of Fastcrop forthe year then ended or as publicly announced by Fastcrop prior to theannouncement of the Offers or as fairly disclosed in writing to DMGH prior to 7December 2005: (i) no member of the Wider Fastcrop Group having declared, paid or made orproposed the declaration, paying or making of, any dividend, bonus or otherdistribution in respect of any of its share capital other than distributions byany wholly-owned subsidiaries within the Fastcrop Group; (ii) no member of the Wider Fastcrop Group having, save as between Fastcropand wholly-owned subsidiaries of Fastcrop or between wholly-owned subsidiariesof Fastcrop issued, or authorised or proposed the issue or grant of, additionalshares of any class or subscribed for or acquired any such shares or redeemed,repaid or reduced any part of its share capital; (iii) no member of the Wider Fastcrop Group having issued, or committed to theissue of, any debentures or save in the ordinary course of business incurred orincreased any indebtedness or contingent liability of an aggregate amount whichis material in the context of the Wider Fastcrop Group taken as a whole; (iv) there having been no material adverse change in the business, financialor trading position or profits of the Wider Fastcrop Group taken as a whole; (v) save for intra-group transactions, no member of the Wider Fastcrop Grouphaving merged with any body corporate or acquired or disposed (in either caseotherwise than in the ordinary course of trading) of any material assets(including shares in subsidiaries, associates and trade investments) or made anychange in its share or loan capital, or authorised or committed to enter intoany merger, demerger, acquisition, disposal or change as aforesaid; (vi) no material litigation or arbitration proceedings, prosecution or otherlegal proceedings having been instituted or threatened or remaining outstandingto which any member of the Wider Fastcrop Group is a party; (vii) no member of the Wider Fastcrop Group having entered into any contract,transaction, arrangement or commitment (whether in respect of capitalexpenditure or otherwise) which is not in the ordinary course of business(including for the avoidance of doubt any arrangement relating to advertisingoutside the ordinary course of business) or is of a long-term or unusual natureor which involves or could involve an obligation of a nature or magnitude whichis material in the context of the Fastcrop Group taken as a whole; (viii) (save in the ordinary course of business) no member of the Wider FastcropGroup having mortgaged, charged, encumbered or created any other securityinterest over the whole or any part of the business, property or assets of anysuch member; (ix) no member of the Wider Fastcrop Group having entered into or varied theterms of any service agreement with any of the directors of Fastcrop; (x) no member of the Wider Fastcrop Group having taken any corporate actionfor its winding-up, dissolution or reorganisation or for the appointment of areceiver, administrator, administrative receiver or similar officer or had anysuch person appointed; (xi) no member of the Wider Fastcrop Group having entered into or committed toenter into any agreement, arrangement or commitment with respect to any of thetransactions or events referred to in this paragraph (g); and (xii) no member of the Wider Fastcrop Group having passed any resolution ingeneral meeting to sanction, approve, or implement any such issue, merger,demerger, acquisition, disposal, change, transaction, contract or commitment asis referred to in this paragraph (g); (h) except as fairly disclosed in writing to DMGH prior to 7 December 2005,there being no provision of any arrangement, agreement, licence or otherinstrument to which any member of the Wider Fastcrop Group is a party or by orto which any such member or any of its assets is bound, entitled or subject,which might reasonably be expected to, as a consequence of making the Offers (orany of them) or the acquisition or proposed acquisition by DMGH of the sharecapital of Fastcrop or any part thereof or otherwise, result in (to an extentwhich is material in the context of the Wider Fastcrop Group taken as a whole): (i) any monies borrowed by, or other indebtedness of, or grant available toany such member being or becoming repayable or being capable of being orbecoming declared repayable immediately or prior to their or its stated maturityor the ability of any such member to incur any indebtedness being withdrawn orinhibited; (ii) the creation of any mortgage, charge or other security interest on or inrelation to the whole or any part of the business, property or assets of anysuch member or any such security (whenever arising or having arisen) becomingenforceable; (iii) any such arrangement, agreement, licence or instrument being terminatedor materially or adversely modified or affected or any adverse action beingtaken or any onerous obligation arising thereunder; (iv) any interest, assets or property of any such member being or becomingliable to be disposed of or charged or any right arising under which any suchassets or interest could be required to be disposed of or charged, otherwisethan in the ordinary course of business; (v) the interests or business of any such member in or with any otherventure, person, firm or body or any arrangements relating to such interests orbusiness, being terminated, or adversely modified or affected; (vi) any such member ceasing to be able to carry on business under any nameunder which it presently does so; or (vii) the respective financial or trading position of any such member beingmaterially and adversely affected, and no event having occurred which, under any provision of any arrangement,agreement, licence or other instrument to which any member of the Wider FastcropGroup is a party, or to which any such member or any of its assets is bound,entitled or subject, might reasonably be expected to result in any of the eventsor circumstances as are referred to in items (i) to (vii) of this paragraph (h)(in any such case to an extent which is material in the context of the WiderFastcrop Group taken as a whole); (i) except as fairly disclosed in writing to DMGH prior to 7 December 2005,DMGH not having discovered that: (i) any financial or business information about the Wider Fastcrop Group ascontained in the information disclosed publicly by or on behalf of any member ofthe Wider Fastcrop Group (or any such member's advisers) is misleading, containsa misrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not materially misleading in each case to anextent which is material in the context of the Offers and which has not beencorrected, by notification in writing to DMGH prior, to the date hereof; (ii) any member of the Wider Fastcrop Group is subject to any liability,contingent or otherwise, which is not disclosed in the audited consolidatedfinancial statements of Fastcrop for the financial year ended 31 December 2004and which is material in the context of the Wider Fastcrop Group taken as awhole; or (j) None of the 'A' Offer, the 'B' Offer or the 'C' Offer shall be capable ofbecoming or being declared unconditional as to acceptances or unconditional inall respects unless each of the 'A' Offer, the 'B' Offer and the 'C' Offerbecomes or is declared unconditional as to acceptances or unconditional in allrespects. DMGH reserves the right to waive all or any of conditions (c) to (j) inclusiveabove (in the case of a waiver of condition (c), only with the prior consent ofthe Management Team), in whole or in part. The Offers will lapse unless all theabove conditions are satisfied or (if capable of waiver) waived or whereappropriate determined by DMGH to have been or to remain satisfied, by midnighton the day which is 21 days after the later of the First Closing Date of theOffers and the date on which the Offers become or are declared unconditional asto acceptances or such later date as DMGH may, with the consent of the Panel,decide. Subject to the next following sentence, DMGH shall be under noobligation to waive (if capable of waiver) or treat as satisfied any ofconditions (c) to (j) inclusive by a date earlier than the latest practicabledate specified above for the satisfaction thereof (notwithstanding that theother conditions of the Offers may at such earlier date have been waived orfulfilled and that there are, at such earlier date, no circumstances indicatingthat any of such conditions may not be capable of fulfilment). Provided that ifconditions (a), (b), and (c) above have been fulfilled by 1 p.m. on the FirstClosing Date or such later date as condition (a) is satisfied, and DMGH has notby then notified Fastcrop of its intention to seek to invoke any of conditions(d) to (j) inclusive, then DMGH shall treat as satisfied conditions (d) to (j)inclusive and declare the Offers wholly unconditional as soon as practicable andin accordance with the Takeover Code. The Offers are governed by English law and are subject to the exclusivejurisdiction of the English courts. If the Panel requires DMGH to make an offer for Fastcrop Shares under theprovisions of Rule 9 of the Code, DMGH may make such alterations to the termsand conditions of the Offers, including to condition (a), as are necessary tocomply with the provisions of that Rule. The Offers will lapse if any of them are referred to the Competition Commissionbefore the later of the First Closing Date of the Offers or the date on whichthe Offers become or are declared unconditional. APPENDIX II Details of binding commitments to accept the Offers and to vote in favour of the Resolutions As at the close of business on 7 December 2005 the interests of persons who haveprovided irrevocable undertakings to accept the Offers and to vote in favour ofthe Resolutions were as set out below(1). In addition, Paul McCarthy, HelenWhiteley and Louise Walker have committed 325,000, 500,000 and 450,000 FastcropNew 'B' Shares respectively that they will hold upon exercise of options eitherto the 'B' Offer or the earn-out pursuant to the Management Proposals. Holdings following the Reclassification(2)Shareholder name Number of Fastcrop Fastcrop Fastcrop Fastcrop New 'A' New 'B' New 'C' Existing Shares Shares Shares Shares Savills (L&P) Limited 8,562,316 8,562,316KF&R Limited 5,489,853 5,489,853Chesterfield 2,217,390 2,217,390Mr Trevor Abrahmsohn 650,000 650,000Hamptons Group Limited 4,826,268 4,826,268W.A. Ellis (Nominees) Limited 2,744,927 2,744,927Chesterton Global Limited 2,362,316 2,362,316Strutt & Parker Nominees Limited 1,472,464 1,472,464Douglas & Gordon Limited 1,144,927 1,144,927Cluttons LLP 944,927 944,927The Carter Jonas Group Limited 672,001 672,001Carter Jonas London Residential Limited 244,927 244,927Hobart Slater Partnership 772,464 772,464Lane Fox (Residential) Limited 769,927 769,927Christopher, Earl of Bective 472,464 472,464Allsop & Co 384,927 384,927Mr P J Rickenberg 130,000 130,000Mr R Bernstone (trading as Aston Chase Partnership) 472,464 472,464Mr Michael Holman 337,264 337,264Mr S Copeman 372,464 372,464Mr A Lurot 100,000 100,000Mrs K Lurot 100,000 100,000Lurot Brand Limited 244,927 244,927Sullivan Thomas & Co Limited 172,464 172,464Boyle & Co (Estate Agents) Limited 172,464 172,464Mr A R Brown 313,000 313,000TK International Property Consultants Limited 31,250 31,250Mr B Stagg 156,250 156,250Beaney Pearce 200,001 200,001Ayrton Wylie Limited 100,001 100,001Mr Christopher Colville 50,000 50,000Mr Keith Pankhurst 50,000 50,000Ashdown Marks Limited 72,464 72,464Featherstone-Leigh Partnership 200,001 200,001Benhams Limited 31,250 31,250Robert Leigh 36,000 36,000 Mr Ian Springett 5,000,000 5,000,000Mrs Helen Whiteley 500,000 500,000Ms Louise Walker 400,000 400,000 Bespoke Communications 1 1Bespoke Communications Limited 1,914,996 1,914,996Mr John Milsom 1,517,500 1,517,500Mr Simon Simpson 1,417,500 1,417,500Spider Web Technology Limited 1,833,331 1,833,331Mr Ian Homersham 250,000 250,000Mr David Kyffin 80,001 80,001Mediacom Holdings Limited 240,001 240,001Mr Roger Stevens 500,000 500,000Ms B Elston 131,040 131,040 Totals 50,858,732 37,074,362 5,900,000 7,884,370 Percentage of shares in each class covered by 81.2% 76.4% 100.0% 96.2%irrevocables (1) Where shares are held in joint names, only the shareholder whose namestands first in the register of members is listed. (2) Assuming that no outstanding options under the Fastcrop Share OptionSchemes or subscription rights under any Share Reward Agreement have beenexercised. Each of the undertakings referred to above includes terms that: (a) the giver of the undertaking would within 5 days of despatch of theOffer Document, deliver and/or procure the delivery of a duly completed andexecuted form of acceptance in respect of his/its holding(s); (b) a power of attorney is granted to any director of DMGH to sign forms ofacceptance on the giver of the undertaking's behalf; and (c) that the undertaking extends to any revised or increased offer by or onbehalf of DMGH which in the reasonable opinion of PricewaterhouseCoopers is notless favourable than the relevant Offer in its original or last previouslyrevised form. Each of the undertakings given by Agent Shareholders and the Management Teamcontains certain restrictive covenants and restrictions on the use of Fastcrop'sintellectual property rights. APPENDIX III Definitions In this announcement, unless the context requires otherwise, the followingexpressions shall have the following meanings: "'A' Offer" The Offer for the Fastcrop New 'A' Shares following the Reclassification "'B' Offer" The Offer for the Fastcrop New 'B' Shares following the Reclassification "'C' Offer" The Offer for the Fastcrop New 'C' Shares following the Reclassification "Act or the "Companies Act" The Companies Act 1985, as amended "Agent Shareholder Group" any Agent Shareholder and all of its Associated Agent(s) from time to time who are estate agents offering UK residential properties for sale and/or to let including, without limitation, an estate agent on whose behalf the original subscription for shares in Fastcrop plc was made "Agent Shareholders" Fastcrop Shareholders that are, or whose original subscription(s) for shares in Fastcrop were made on behalf of or by virtue of representing, estate agents and that will hold, following the Reclassification, Fastcrop New 'A' Shares "Associated Agent" means, in relation to any Agent Shareholder: (i) an associated company of that Agent Shareholder; (ii) a company or a person who is connected with that Agent Shareholder; and (iii) any other person in whom, with whom or through whom such Agent Shareholder has any interest, or any person that has any interest in such Agent Shareholder. For the purposes of this definition: (i) a ''person'' shall include a body corporate, partnership or association and whether a person is an associated company or is connected shall be determined in accordance with sections 416 and 839 of the Income and Corporation Taxes Act 1988 (save that in construing those sections the term ''control'' shall have the meaning given by section 840 or section 416 of the Income and Corporation Taxes Act 1988 so that there shall be control wherever either of the said sections would so require); and (ii) ''interest'' shall include any interest direct or indirect, equitable or otherwise or participation in any way, including, without limitation, pursuant to or in any joint venture or partnership or limited liability partnership. "Australia" The Commonwealth of Australia, its possessions and territories and all areas subject to its jurisdiction and all political sub-divisions thereof "Canada" Canada, its possessions and territories and all areas subject to its jurisdiction and all political sub-divisions thereof "Close Brothers" Close Brothers Corporate Finance Limited, financial adviser to Fastcrop "Code" or "Takeover Code" The City Code on Takeovers and Mergers issued by the Panel "Directors of DMGH" or Kevin Joseph Beatty, Paul Michael Dacre, Peter Richard Ensor, The"DMGH Board" Viscount Rothermere Jonathan Harold Esmond Vere, Stephen Marius Gray, John Gwilym Hemingway, Martin William Howard Morgan, Michael Paul Pelosi, Adrian Perry, Charles James Francis Sinclair, John Peter Williams "Directors of Fastcrop" or The Independent Directors and Ian Springett"Fastcrop Board" "DMGH" Daily Mail and General Holdings Limited "DMGH Group" Daily Mail and General Trust plc, and its subsidiaries "DMGT" Daily Mail and General Trust plc, the parent company of DMGH "Fastcrop" or "the Company" Fastcrop plc "Fastcrop Directors" The Independent Directors and Ian Springett "Fastcrop EGM" Extraordinary General Meeting to be held by Fastcrop at 11.00 a.m. on 11 January 2006 "Fastcrop EMI Option Scheme" The Enterprise Management Incentive Scheme of Fastcrop "Fastcrop Existing Shares" The existing unconditionally allotted or issued and fully paid ordinary shares of 1p each in Fastcrop and any further such shares which are unconditionally allotted or issued after the date hereof while the relevant Offer remains open for acceptance upon the exercise of any options granted by Fastcrop or otherwise "Fastcrop Group" Fastcrop and its subsidiaries "Fastcrop New Shares" Collectively, the Fastcrop New 'A' Shares, the Fastcrop New 'B' Shares and the Fastcrop New 'C' Shares (or any of them) "Fastcrop New 'A' Shares" New 'A' ordinary shares in the capital of Fastcrop as reclassified pursuant to the Reclassification ''Fastcrop New 'B' Shares'' New 'B' ordinary shares in the capital of Fastcrop as reclassified pursuant to the Reclassification ''Fastcrop New 'C' Shares'' New 'C' ordinary shares in the capital of Fastcrop as reclassified pursuant to the Reclassification ''Fastcrop Partner Management The Fastcrop share option scheme under which options were granted toScheme - Bespoke'' certain employees of Bespoke Communications on 13 October 2000 ''Fastcrop Partner Management The Fastcrop share option scheme under which options were granted toScheme - Spider Web Technology certain employees of Spider Web Technology Limited on 13 OctoberLimited'' 2000 ''Fastcrop Partner Management The Fastcrop share option scheme under which options were granted toScheme - Active Solutions UK Paul McCarthy of Active Solutions (UK) Limited on 31 January 2005Limited'' ''Fastcrop Shares'' The Fastcrop Existing Shares and, following the Reclassification, the Fastcrop New 'A' Shares, the Fastcrop New 'B' Shares and the Fastcrop New 'C' Shares ''Fastcrop Shareholder'' A holder of Fastcrop Existing Shares and, following the Reclassification, the Fastcrop New 'A' Shares, the Fastcrop New 'B' Shares and/or the Fastcrop New 'C' Shares ''Fastcrop Share Option Schemes'' Collectively the Fastcrop EMI Option Scheme, Fastcrop Unapproved ESOS 'A' Scheme, Fastcrop Partner Management Scheme - Bespoke, Fastcrop Partner Management Scheme - Spider Web Technology Limited and Fastcrop Partner Management Scheme - Active Solutions UK Limited ''Fastcrop Unapproved ESOS 'A' The unapproved Executive Share Option Scheme of FastcropScheme'' ''First Closing Date'' 1:00 pm on 11 January 2006 "Forms of Acceptance" The forms of acceptance and authority relating to the Offers "Independent Directors" Rupert Sebag-Montefiore, Mark Anderson, Trevor Abrahmsohn, Brian D'Arcy Clark and Richard Ford "Independent Shareholders" The Fastcrop Shareholders other than the Management Team and members of their families holding Fastcrop Shares (if any) "Japan" Japan, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof "Listing Commitment" The listing commitment described in paragraph 2 of Part 2 of the Offer Document to which Agent Shareholders accepting the 'A' Offer are thereby deemed to agree "Loan Note Alternative" The alternative whereby Fastcrop Shareholders may elect to receive Loan Notes instead of some or all of the cash consideration to which they would otherwise be entitled "Loan Notes" The unsecured redeemable loan notes of £1 each of DMGH to be issued pursuant to the Loan Note Alternative "Management Proposals" The proposals made by DMGH to the Management Team details of which are set out in the Offer Document "Management Team" Ian Springett, Helen Whiteley, Louise Walker and Paul McCarthy each of whom it is proposed will benefit under the Management Proposals "Notice of EGM" The Notice convening the Fastcrop EGM dispatched to Fastcrop Shareholders on or about the same date and time as this document "Offers" The offers by PricewaterhouseCoopers on behalf of DMGH for the whole of the issued and to be issued ordinary share capital of Fastcrop not already owned by DMGH on the terms and subject to the conditions set out in this document and the Forms of Acceptance, comprising, following the Reclassification, the 'A' Offer, the 'B' Offer and the 'C' Offer "Offer Document" The formal offer document to contain and set out the terms and conditions of the Offer "Offer Period" The period commencing on 8 December 2005 and ending on First Closing Date, or if later, the date on which the Offers become or are declared unconditional as to acceptances or lapses or are withdrawn "Official List" The official list of the United Kingdom Listing Authority "Panel" or "Takeover Panel" The Panel on Takeovers and Mergers "PricewaterhouseCoopers" PricewaterhouseCoopers LLP, financial adviser to DMGH, a limited liability partnership registered in England with registered number OC303525, which is authorised and regulated in the UK by the FSA for designated investment business (and any reference to a partner in PricewaterhouseCoopers shall be construed as a reference to a member in PricewaterhouseCoopers LLP) "Receiving Agent" Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ "the Reclassification" the proposed reclassification of the Fastcrop share capital at the Fastcrop EGM as described in the Offer Document "Regulatory Information Service" As defined in the UKLA's listing rules "the Resolutions" The resolutions set out in the Notice of EGM "Share Reward Agreement" Agreements entered into between the Company and certain estate agents pursuant to which such agents will be entitled, subject to certain conditions, to subscribe for Fastcrop Shares at an issue price of 1 pence per share "South Africa" The Republic of South Africa, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof "Transaction Bonus" the proposed payment of £250,000 to Ian Springett, subject to Fastcrop Shareholder approval, as described in paragraph 7 of this announcement and in the Offer Document "UKLA" or "UK Listing Authority" The Financial Services Authority acting in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000 and in the exercise of its function in respect of the admission of securities to the Official List "United Kingdom" or "UK" The United Kingdom of Great Britain and Northern Ireland "United States", "US" or "USA" The United States of America, its territories and possessions, the District of Colombia, and all other areas subject to its jurisdiction and all political subdivisions thereof "US Person" As defined in Regulation S under the US Securities Act "US Securities Act" The United States Securities Act of 1933 (as amended) "Wider Fastcrop Group" Fastcrop and its subsidiary undertakings and associated undertakings (including joint venture, partnerships, firm or company in which any member of the Fastcrop Group is interested or any undertaking in which Fastcrop and such undertakings (aggregating their interests) have 20 per cent or more of the voting capital) APPENDIX IV Sources of Information and Basis of Calculation (a) Financial information on Fastcrop for the nine month period to 30 September2005 has been extracted from the Company's management accounts. (b) Financial information on DMGT for the year ended 2 October 2005 has beenextracted from the preliminary results statement of DMGT for that period. (c) Unless otherwise stated, financial information concerning Fastcrop, DMGTand DMGH has been extracted without material adjustment from published annualreports and accounts. (d) The value placed by the Offers on the existing issued and to be issuedshare capital of Fastcrop of £48 million has been calculated using an offerprice per share of 72.78 pence multiplied by Fastcrop's fully diluted sharecapital of 65,951,351 shares. The fully diluted share capital of Fastcrop as at7 December 2005 comprises 62,606,351 Fastcrop Existing Shares in issue, plusunexercised options over 3,290,000 Fastcrop Shares under the Fastcrop ShareOption Schemes, plus the rights to subscribe for 55,000 Fastcrop Shares undercertain subscription arrangements (these being the only options and rights tosubscribe for Fastcrop Shares). (e) The references to irrevocable commitments over 34.7% and 81.2% ofFastcrop's issued share capital are calculated on the basis of 62,606,351Fastcrop Shares in issue as at the close of business on 7 December. Thecalculations in Appendix II relating to the percentage of Fastcrop New 'A', 'B'and 'C' Shares over which irrevocable commitments have been given are on thebasis of the share capital for each class following the Reclassification.Following the Reclassification, the number of issued Fastcrop New 'A' Shareswill be 48,510,399 shares, the number of issued Fastcrop New 'B' Shares will be5,900,000 shares, and the number of issued Fastcrop New 'C' Shares will be8,195,952 shares, totalling 62,606,351 shares. (f) The market capitalisation of DMGT of approximately £3.0 billion iscalculated as the combined market capitalisation of DMGT's ordinary sharecapital and DMGT's non-voting 'A' ordinary share capital, sourced from Bloombergas at 7 December 2005. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
DMGT.L