Havas Offer For Tempus

RNS Number:4173H
Havas Advertising
24 July 2001


Not for release, publication or distribution in or into Canada,
                      Australia or Japan
                               

     Havas Advertising : Recommended Cash Offer for Tempus
                               

The  following is the approximate text of an announcement  made
in French today by Havas Advertising.

Havas  Advertising  details the terms of its  Recommended  Cash
Offer for shares in Tempus as follows.

An amount in cash of 541 pence per Tempus share is offered.

Tempus   shareholders   may  elect  to  receive   0.875   Havas
Advertising shares per Tempus share instead of an amount of 541
pence  cash.  However,  Havas Advertising  will  not  issue  in
aggregate  more than 15.1 million shares (ie. less than  5%  of
the currently outstanding number of shares). To the extent that
Tempus shareholders elect for more than this maximum number  of
shares,   their  elections  will  be  scaled  back  pro   rata.
Consequently,  at  a  minimum, Tempus shareholders  wishing  to
receive Havas Advertising shares will receive 422p in cash  and
0.192 new Havas Advertising shares per Tempus share they hold..
The  new Havas Advertising shares will be issued further  to  a
decision   of   the  Board  of  Directors,  pursuant   to   the
authorisation  given by the Extraordinary Shareholders  Meeting
of 22 May, 2001.

Havas  Advertising will apply for these new shares to be quoted
on the Premier Marche.

Under certain conditions, Tempus shareholders may also elect to
receive Loan Notes (non listed bonds) instead of some or all of
the  cash  to which they would otherwise become entitled  under
the  terms  of the Offer. These Loan Notes will have a  nominal
value of #1 and carry interest at 0.5% below LIBOR.

Further details of the Loan Notes and share alternative  will
be included in the Offer Document.

Contacts :

Simon Gillham
+33 (0) 1 41 34 39 73
simon.gillham@havas-advertising.fr

Virginia Jeanson
+33 (0)1 41 34 42 27
virginia.jeanson@havas-advertising.fr


The  directors  of Havas Advertising accept responsibility  for
the information contained in this announcement. To the best  of
the  knowledge and belief of the directors of Havas Advertising
(who have taken all reasonable care to ensure that such is  the
case), the information contained in this announcement for which
they  are responsible is in accordance with the facts and  does
not   omit  anything  likely  to  affect  the  import  of  such
information.

This  press  announcement  does  not  constitute  an  offer  or
invitation to purchase any securities or a solicitation  or  an
offer  to  buy  any  securities,  pursuant  to  the  Offer   or
otherwise.

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

The  Offer will not be made, directly or indirectly, in or into
Canada,  Japan or Australia, or by use of the mails of,  or  by
any  means  or  instrumentality (including without  limitation,
facsimile  transmission, e-mail, telex or telephone) or  inter-
state  or  foreign commerce of, or any facilities of a national
securities exchange of Canada, Japan or Australia. Accordingly,
copies  of  this announcement are not being, and must  not  be,
mailed  or  otherwise distributed or sent in or  into  or  from
Canada,  Japan  or  Australia and doing so may  invalidate  any
purported acceptance of the Offer.

The New Havas Advertising Shares and the Loan Notes have not
been and will not be registered under the Securities Act, nor
the securities laws of any state of the United States nor under
applicable securities laws of Canada, Australia or Japan.  The
New Havas Advertising Shares and the Loan Notes may not be
offered, sold or delivered, directly or indirectly, in or into
Canada, Australia, or Japan except pursuant to exemptions from
applicable requirements of such jurisdictions. Neither the US
Securities and Exchange Commission (the "SEC") or any US State
securities commission has approved or disapproved of the
securities offered by or on behalf of Havas Advertising or
determined if this document is truthful or complete. Any
representation to the contrary is a criminal offence.
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