Offer Update


 
TIDMNGH 
 
Recommended Cash Offer 
 
                                      By 
 
                        NGH TOPCO LIMITED ("NGH Topco") 
 
                                      for 
 
                    Network Group Holdings PLC ("Network") 
 
OFFER UPDATE 
 
1. Introduction 
 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the offer document sent to shareholders of Network 
Group Holdings PLC on 3 February 2012 (the "Offer Document"). 
 
2. Offer period closing date 
 
The Offer for Network shares was declared wholly unconditional on 3 February 
2012. In accordance with Rule 31.4 of the Code, the Offer will continue to 
remain open for a further 14 days from today's date, closing at 3.00 p.m. 
(London time) on 9 March 2012. The Offer will not be extended beyond this date. 
 
3. Level of acceptances 
 
As at 3.00p.m. (London time) on 24 February 2012, NGH Topco had received valid 
acceptances of the Offer in respect of a total of 74,656,172 Network Shares, 
representing approximately 99.17 per cent. of Network's current issued share 
capital. 
 
This includes cash acceptances received in respect of a total of 9,269,932 
Network Shares, representing approximately 12.3 per cent. of Network's current 
issued share capital. 
 
Acceptances of the Share Alternative were received in respect of a total of 
65,386,240 Network Shares, representing approximately 86.9 per cent. of 
Network's current issued share capital. 
 
4. Enquiries 
 
For further information, please contact: 
 
NGH Topco 01676 525000 
Roger Englefield 
 
Mazars Corporate Finance Limited 0207 063 4000 
(financial adviser to NGH Topco) 
Stephen Skeels 
Andrew Millington 
 
Network Group Holdings Plc 01676 525000 
John Smith 
 
Arden Partners plc 0121 423 8900 
(financial adviser to the Independent Directors) 
Steve Douglas 
Jamie Cameron 
 
IMPORTANT NOTICE 
 
Mazars Corporate Finance Limited is acting exclusively for NGH Topco and no one 
else in connection with the Offer and will not be responsible to any person 
other than NGH Topco for providing the protections afforded to clients of 
Mazars Corporate Finance Limited or for providing advice in relation to the 
Offer or any matter referred to herein. 
 
Arden Partners plc is acting exclusively for Network and no one else in 
connection with the Offer and will not be responsible to any person other than 
Network for providing the protections afforded to clients of Arden Partners plc 
or for providing advice in relation to the Offer or any matter referred to 
herein. 
 
This announcement does not constitute, or form part of, any offer for, or any 
solicitation of any offer for, securities. Any acceptance or other response to 
the Offer should be made only on the basis of information referred to in the 
Offer Document sent to Network shareholders on 3 February 2012. 
 
OVERSEAS SHAREHOLDERS 
 
This announcement has been prepared for the purposes of complying with English 
law and the Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws and regulations of any jurisdiction outside of 
England. 
 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this announcement comes should inform themselves 
about and observe any such restrictions. Failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. To the fullest extent permitted by applicable law, the companies 
involved in the Offer disclaim any responsibility or liability for the 
violation of such restrictions by any person. 
 
Unless otherwise determined by NGH Topco and permitted by applicable law and 
regulation, subject to certain exemptions, the Offer is not being, and will not 
be, made, directly or indirectly, in or into and will not be capable of 
acceptance from or within a Restricted Jurisdiction. Accordingly, unless 
otherwise determined by NGH Topco, copies of this announcement and any other 
documentation relating to the Offer are not being and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from 
a Restricted Jurisdiction and persons receiving this announcement and any other 
documentation relating to the Offer (including custodians, nominees and 
trustees) must not mail or otherwise distribute or send them in, into or from 
such jurisdictions as doing so may be a breach of applicable law and regulation 
in that jurisdiction and may invalidate any purported acceptance of the Offer. 
The availability of the Offer to persons who are not resident in the United 
Kingdom may be affected by the laws of their relevant jurisdiction. Such 
persons should inform themselves about and observe any applicable legal or 
regulatory requirements of their jurisdiction. 
 
Any person (including nominees, trustees and custodians) who would, or 
otherwise intends to, or may have a legal or contractual obligation to, forward 
this announcement and/or any documentation relating to the Offer to any 
jurisdiction outside the United Kingdom, should inform themselves of, and 
observe, any applicable legal or regulatory requirements of any relevant 
jurisdiction and seek appropriate advice. 
 
 
 
END
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