Offer for Epic Group plc

Huveaux PLC
28 July 2005

Not for release, publication or distribution in or into the United States,
Australia, Canada, Japan or any other jurisdiction if to do so would constitute
a violation of the relevant laws of such jurisdiction


For immediate release                                               28 July 2005

 
                             Recommended Offer
                    by Dresdner Kleinwort Wasserstein
                        on behalf of Huveaux PLC
                           for Epic Group plc

Highlights

•  The Boards of Huveaux and Epic today announce that they have reached 
   agreement on the terms of a recommended share and cash offer to be made by 
   Dresdner Kleinwort Wasserstein, on behalf of Huveaux, for the whole of the 
   issued and to be issued ordinary share capital of Epic

•  The Offer values each Epic Share at 95.5 pence (based on the Closing Price of 
   one Huveaux Share of 45.5 pence on 27 July 2005, being the last practicable 
   Dealing Day prior to this announcement) and comprises 1.33 New Huveaux Shares 
   and 35.0 pence in cash for each Epic Share

•  A Mix and Match Facility will also be available

•  The Offer values the entire issued share capital of Epic at approximately 
   £22.7 million and each Epic Share at 95.5 pence representing a premium of:

•  43.6 per cent. over the Closing Price of an Epic Share of 66.5 pence
   on 27 June 2005, being the last Dealing Day prior to Epic entering an Offer
   Period; and

•  9.8 per cent. over the Closing Price of an Epic Share of 87.0 pence on
   27 July 2005, being the last Dealing Day prior to this announcement

•  The Huveaux Directors believe the acquisition of Epic represents both an 
   excellent strategic opportunity to acquire a market leading business in a 
   growing market and a good fit across all of Huveaux's business.  The 
   Acquisition will strongly enhance the Learning Division and provide a 
   significant platform from which to further develop both Epic's product 
   offerings and Huveaux's existing products throughout its business

•  The Offer will enable Epic Shareholders to participate in the benefits 
   expected to arise from Epic becoming part of the enlarged Huveaux Group

•  In aggregate, irrevocable undertakings and a letter of intent to accept, or 
   to procure the acceptance of, the Offer have been received in respect of 
   12,399,243 Epic Shares, representing 52.1 per cent. of the existing issued 
   share capital of Epic

•  The Huveaux Directors believe that the Acquisition will be earnings enhancing 
   in the first full financial year of acquisition(1)

Commenting on the Offer, John van Kuffeler, Chairman of Huveaux, said:

'Today's announcement marks a further step towards Huveaux's objective of
building a substantial publishing and media business. By acquiring a market
leader in the growing UK market of e-learning, Huveaux will have acquired a good
business which not only complements each of our Political, Learning and
Professional Divisions, but also provides opportunities to add value to our
existing products and intellectual property.'

Commenting on the Offer, John Gordon, Chairman of Epic, said:

'The Offer by Huveaux represents an opportunity for Epic Shareholders to realise
a significant cash amount per Epic share whilst at the same time becoming
shareholders in an enlarged Huveaux Group and accessing the growth opportunities
available.'



A presentation for analysts will be held at 9.30a.m. today at the offices of
Dresdner Kleinwort Wasserstein, 20 Fenchurch Street, London EC3P 3DB.



(1) This statement should not be taken to mean that the earnings per share of
Huveaux will necessarily match or exceed  the historical reported earnings per
share of Huveaux and no forecast is intended or implied.





Enquiries


Huveaux                                                            020 7245 0270
John van Kuffeler, Executive Chairman

Dresdner Kleinwort Wasserstein (Financial advisor to Huveaux)      020 7623 8000
Charles Batten
Joe Thompson

Finsbury (Public Relations advisor to Huveaux)                     020 7251 3801
James Leviton
Katie Lang
Don Hunter

Epic                                                               01273 728 686
John Gordon, Non-executive Chairman
Stephen Oliver, Chief Financial Officer

Altium (Financial advisor to Epic)                                 020 7484 4040
Garry Levin
Marc Milmo

Beattie Financial (Public Relations advisor to Epic)               020 7053 6400
Brian Coleman-Smith
Jo Clewlow
Tim Pilgrim

This summary should be read in conjunction with the full text of the attached
announcement.  The Offer will be subject to the conditions set out in Appendix I
to this announcement and to the full conditions and further terms which will be
set out in the Offer Document being issued today (together with an Equivalent
Information Document) to Epic Shareholders.

Appendix II contains the sources and bases of information used in this
announcement.

Appendix III contains the definitions of certain expressions used in this
announcement.

Dresdner Kleinwort Wasserstein, which is authorised and regulated by the
Financial Services Authority, is acting for Huveaux and for no-one else in
connection with the Offer and will not be responsible to anyone other than
Huveaux for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein, or for providing advice in relation to the Offer or any
matters referred to herein.

Altium, which is authorised and regulated by the Financial Services Authority,
is acting for Epic and for no-one else in connection with the Offer and will not
be responsible to anyone other than Epic for providing the protections afforded
to customers of Altium, or for providing advice in relation to the contents of
the Offer or any matters referred to herein.



Not for release, publication or distribution in or into the United States,
Australia, Canada, Japan or any other jurisdiction if to do so would constitute
a violation of the relevant laws of such jurisdiction.


For immediate release                                               28 July 2005


                                 Recommended Offer
                            by Dresdner Kleinwort Wasserstein
                               on behalf of Huveaux PLC
                                 for Epic Group plc

1. Introduction

The Boards of Huveaux and Epic today announce that they have reached agreement
on the terms of a recommended share and cash offer to be made by Dresdner
Kleinwort Wasserstein, on behalf of Huveaux, for the whole of the issued and to
be issued ordinary share capital of Epic.

2. Summary terms of the Offer


The Offer, which is subject, inter alia, to the conditions and further terms set
out in Appendix I to this announcement and (in respect of certificated Epic
Shares) in the Form of Acceptance, is being made by Dresdner Kleinwort
Wasserstein, on behalf of Huveaux, on the following basis:



      for each Epic Share 1.33 New Huveaux Shares  and 35.0 pence in cash



The Offer values the entire issued share capital of Epic at approximately £22.7
million and each Epic Share at 95.5 pence based on the Closing Price of one
Huveaux Share of 45.5 pence on 27 July 2005, being the last practicable Dealing
Day prior to this announcement. At 95.5 pence per Epic Share, the Offer
represents a premium of:



•  43.6 per cent. over the Closing Price of an Epic Share of 66.5 pence
   on 27 June 2005, being the last Dealing Day prior to Epic entering an Offer
   Period; and

•  9.8 per cent. over the Closing Price of an Epic Share of 87.0 pence on
   27 July 2005, being the last Dealing Day prior to this announcement.



Full acceptance of the Offer, assuming the exercise of all outstanding options
with an exercise price of less than 95.5 pence per Epic share under the Epic
Share Option Schemes before the Offer closes and on the bases and assumptions
set out in Appendix I to this announcement, will result in the payment of
approximately £8.5 million in cash and the issue of approximately 32.5 million
New Huveaux Shares by Huveaux and in Epic Shareholders holding approximately
23.2 per cent. of the Enlarged Share Capital.



Details of the conditions and further terms of the Offer are set out below and
in Appendix I to this announcement.  The further terms of the Offer will also be
set out in the Offer Document and (in respect of certificated Epic Shares) in
the Form of Acceptance.




3. Mix and Match Facility



Epic Shareholders who validly accept the Offer are being offered a Mix and Match
Facility under which they may, subject to availability, elect to vary the
proportions in which they receive the cash consideration and the New Huveaux
Shares in respect of their holdings of Epic Shares.  The maximum number of New
Huveaux Shares and the maximum amount of cash consideration under the Offer will
not be varied, so that Huveaux's ability to satisfy elections by Epic
Shareholders will depend on the extent to which other Epic Shareholders make
offsetting elections.  To the extent that such elections cannot be satisfied in
full, they will be scaled down on a pro rata basis.  Further details of the Mix
and Match Facility will be set out in the Offer Document.



The Mix and Match Facility will remain open until at least the First Closing
Date.  It may be extended thereafter and will be extended if the Offer is not
then declared unconditional as to acceptances.  However, Epic Shareholders
should note that the closing date for the Mix and Match Facility may be earlier
than the final closing date of the Offer.


4. Background to and reasons for the Offer


Huveaux was formed in 2001 with the objective of building a substantial
publishing and media business focused on the creation and delivery of 'must have
' information across both the public and private sectors.  On inception, it was
stated that development would be driven by an appropriate balance of organic and
acquisition growth.



Since its flotation in December 2001, Huveaux has made seven acquisitions and
successfully built its Political Division into one of the leading publishers and
information providers to the UK and European political and public affairs
communities.  In addition, Huveaux has established a strong presence in the
Learning market through its Fenman and Lonsdale businesses and is proposing to
strengthen its presence in the Professional market through its proposed
acquisition of JBB Sante, one of France's leading publishers of medical
journals, which has a strong focus on continuing medical education for
healthcare professionals.  Huveaux announced details of this proposed
acquisition on 21 July 2005.

The Huveaux Directors believe the acquisition of Epic represents both an
excellent opportunity to acquire a market leader in the growing UK market for
e-learning and a good strategic fit with Huveaux's existing businesses.  Epic is
a profitable, cash-generative business with a quality customer base in both the
private and public sectors, including major banks, retailers and consultancies
in the private sector and government departments, education, health and defence
in the public sector. It provides e-learning solutions that are increasingly
becoming a prerequisite for organisations in their training and learning
activities.

The Huveaux Directors further believe that Epic's acquisition by Huveaux will
provide it with the support of a larger publishing group and the strong
management resources needed for its further growth and to help deliver on the
cross-selling opportunities to customers of both organisations.  The combination
of the two businesses will also provide Huveaux with the ability to offer a
broader range of learning solutions (including blended solutions) to existing
customers of its Learning Division and those of its Political and Professional
Divisions.  In addition, it will provide the ability to extract further value
from its existing products and intellectual property through the in-house
development of owned e-learning products.

The Board of Huveaux has identified the following key strategic, financial and
operational benefits which are expected to arise from the Acquisition:

-   Epic is a leading UK provider of e-learning products and services to
    a broad range of quality customers across both the public and private 
    sectors;

-   the Directors of Huveaux believe the e-learning market represents a
    significant growth opportunity, as companies, professions and public bodies
    continue to look for greater productivity through training and development, 
    but at a lower cost of delivery;

-   the business combination of Huveaux with Epic opens up an
    opportunity to offer e-learning products and blended learning solutions to 
    new and existing customers and subscribers within Huveaux's Political, 
    Learning and Professional Divisions.  This broader product offering across a 
    range of communication channels will, the Huveaux Directors believe, also 
    extend and deepen Huveaux's relationship with its existing customers and 
    subscribers;

-   the Directors of Huveaux also believe that Epic will be better
    placed to exploit these opportunities as part of a larger, broad-based
    publishing and media group and will benefit from the experience of the 
    senior management team at Huveaux in further building and developing the 
    Epic business;

-   combining Huveaux's owned intellectual property with Epic's
    technologically advanced delivery system;

-   the opportunity to retain Epic's e-learning products and content
    rights in-house for further development and exploitation within the Enlarged
    Group;

-   operational efficiencies and cost saving opportunities from the
    combination of the two senior management teams and the future need for only 
    one corporate head office; and

-   the Directors of Huveaux believe that the Acquisition will be
    earnings enhancing in the first full financial year of acquisition(1).



The UK is currently experiencing significant growth in the e-learning market.
A recent Chartered Institute of Personnel and Development survey for 2005
expects e-learning in the UK to increase over the next three years from  less
than 10 per cent. of total training time to up to 50 per cent. of total training
time in a significant number of organisations.  Due to the Government's strong
support for IT literacy training, market commentators expect this marketplace to
grow by up to 40 per cent. in value over the next two years.



Whilst the UK e-learning market is both diverse and fragmented, there are
important barriers to entry in producing products that are acceptable to
significant organisations, not least the lead-time necessary to establish and
nurture a customer relationship which ultimately allows access to the
organisation's learning and training programmes. Once such a training programme
is in place, it is more difficult for a new entrant to penetrate existing
relationships.  Epic has achieved approved supplier status with a number of
substantial organisations.


The Offer for Epic by Huveaux has been unanimously recommended by the Epic Board.

5. Recommendation


The Epic Directors, who have been so advised by Altium, consider the terms of
the Offer to be fair and reasonable. In providing advice to the Epic Directors,
Altium has taken into account the commercial assessments of the Epic Directors.


Accordingly, the Epic Directors unanimously recommend that Epic Shareholders
accept the Offer.  The Epic Directors who beneficially own Epic Shares have
irrevocably undertaken to accept, or to procure the acceptance of, the Offer in
respect of, in aggregate, 2,392,381 Epic Shares, in which they (and certain
persons connected with them (within the meaning of Section 346 of the Act) and
their related trusts) are interested, representing approximately 10.0 per cent.
of the existing issued share capital of Epic.

6. Background to and reasons for the recommendation of the Offer


Epic, which provides bespoke e-learning solutions to both public and private
sector clients has, through its technological expertise and strong brand and
blue chip client base, established a leading position in the UK e-learning
market.



Despite this position, volatility in both the timing and the level of clients'
spend on their e-learning requirements has resulted in uncertainty as to Epic's
independent growth prospects.



Epic is a profitable and cash generative business.  The Epic Board believes that
it could also prove to be an attractive acquisition for an organisation seeking
to enhance its range of learning solutions.  In May 2005, the Epic Board
received an approach from Huveaux which allowed it to explore the possibility of
providing enhanced value to Epic Shareholders and this has resulted in the Offer
being made.



The Epic Board believes the activities of Epic are complementary to those of the
Huveaux Group, which is comprised of a number of 'information' businesses with
strong market positions.  The Epic Board further believes that the acquisition
of Epic by Huveaux and the integration of the Epic operations can provide
Huveaux with opportunities to cross-sell services to the customer base of the
Enlarged Group and offer them a wider, more comprehensive range of learning
solutions.


The Epic Board has concluded that the Offer, valuing each Epic Share at 95.5
pence and representing a premium of 43.6 per cent. over the Closing Price of an
Epic Share on 27 June 2005 (the business day prior to the announcement that the
Epic Board was in talks that might lead to an offer for Epic) represents an
opportunity for Epic Shareholders to realise a significant cash amount per Epic
Share whilst at the same time becoming shareholders in an enlarged Huveaux Group
and accessing the growth opportunities available.

7. Irrevocable undertakings to accept the Offer


Huveaux has received irrevocable undertakings from all of the Epic Directors who
beneficially own Epic Shares to accept, or to procure the acceptance of, the
Offer in respect of, in aggregate, 2,392,381 Epic Shares in which they (and
certain persons connected with them (within the meaning of section 346 of the
Act) and their related trusts) are interested, representing approximately 10.0
per cent. of the existing issued share capital of Epic. All of these irrevocable
undertakings to accept the Offer are binding, even if a higher competing offer
is announced by a third party, unless the Offer lapses or is withdrawn.



Huveaux has also received irrevocable undertakings from certain other
shareholders to accept, or to procure the acceptance of, the Offer in respect
of, in aggregate, 9,406,862 Epic Shares, representing approximately 39.5 per
cent. of Epic's existing issued ordinary share capital. These undertakings will
cease to be binding in the event of an offer for the issued and to be issued
share capital of Epic by another party that has a value, upon announcement,
which exceeds the value of the Offer by 15 per cent. or more in respect of
2,232,886 Epic Shares; by 10 per cent. or more in respect of  3,988,100 Epic
Shares; by more than 10 per cent. in respect of 1,500,000; and has a value of
100 pence per Epic Share or higher in respect of 1,685,876 Epic Shares.



In addition, Huveaux has received a letter of intent to accept the Offer in
respect of 600,000 Epic Shares representing 2.5 per cent. of Epic's existing
issued ordinary share capital.


Therefore, in aggregate, irrevocable undertakings and a letter of intent to
accept, or to procure the acceptance of, the Offer have been received in respect
of 12,399,243 Epic Shares representing approximately 52.1 per cent. of the
existing issued share capital of Epic.


8. Financing of the Offer

The cash consideration payable under the Offer will be fully financed from an
£8.5 million bridge finance facility with Bank of Scotland. Upon completion,
this facility will be repaid using Epic's existing cash resources.  Details of
these arrangements are set out in the Equivalent Information Document which will
accompany the Offer Document.

9. Information on Huveaux

Huveaux was formed in 2001 with the objective of building a substantial
publishing and media business focused on the creation and delivery of 'must have
' information across both the public and private sectors.  On inception, it was
stated that development would be driven by an appropriate balance of organic and
acquisition growth.

To date Huveaux has completed seven acquisitions and reported increased sales,
pre-tax profits and dividends in each of the three financial years since its
formation. Its business now consists of three Divisions: Political, Learning and
Professional. Within these areas, Huveaux's operations comprise a mix of
magazines, websites, databases, reference books, revision guides, manuals,
videos, conferences, seminars and events in the B2B sector.  Huveaux's Political
Division has established itself as a market leader in its field. Huveaux has
approximately 200 employees located in offices in London, Paris and Brussels as
well as in four UK regional offices.

After three years of significant progress, Huveaux remains focused on its
original objective and the proposed Acquisition (and the proposed acquisition of
JBB Sante) represents a further step towards the fulfilment of that objective.


For the year ended 31 December 2004, Huveaux reported in its published audited
annual report and accounts turnover of £14.4 million and a profit before tax of
£2.1 million. At 31 December 2004, Huveaux had net assets of £39.1 million. For
the six month period ended 30 June 2005, Huveaux reported, in its published
unaudited interim results, turnover of £9.0 million and a profit before tax of
£0.6 million.  At 30 June 2005 Huveaux had net assets of £39.5 million.



The three-year trading record for Huveaux (and the interim financial statements
for the six months to 30 June 2005) is set out in the Equivalent Information
Document, which will accompany the Offer Document.

10. Information on Epic

Epic is a market leader in e-learning in the UK.  It has a quality customer base
in both the private and public sectors, including major banks, retailers and
consultancies in the private sector and governmental departments, education,
health and defence in the public sector. Epic offers bespoke e-learning content,
strategic consultancy and research to help organisations plan and implement
innovative learning strategies and also has a range of 'off-the-shelf'
courseware and technology tools. Epic designs and builds websites that provide
the context for organisational learning and knowledge management. It also
operates a dedicated testing facility for e-learning called 'EpiCentre'.



For the year ended 31 May 2005, Epic reported turnover of £8.1 million and a
profit before tax of £2.1 million. At 31 May 2005, Epic had net assets of £9.1
million, including net cash balances of £10.3 million.



The three-year trading record for Epic is set out in the Equivalent Information
Document, which will accompany the Offer Document.




11. Dividend

The annual general meeting of Epic will not be convened pending the outcome of
the Offer.  Should the Offer become or be declared unconditional in all
respects, the proposed final dividend of 3.2 pence per Epic Share announced in
the preliminary statement of audited results for the financial year ended 31 May
2005, will not be paid to Epic Shareholders.

12. Current trading of Huveaux


On 21 July 2005, Huveaux announced its interim results which included the
following update on current trading:


'The second half of the year is an important period for the business as it
coincides with the start of the academic and parliamentary years in September
and October. Forward orders are already strong and the outlook for the remainder
of the 2005 financial year continues to be good. This positive position will be
further significantly enhanced by the proposed acquisition of JB Bailliere Sante
which was announced today.'



The full interim financial statements for the six months to 30 June 2005 is
incorporated in the Equivalent Information Document which will accompany the
Offer Document.



The prospects for the Enlarged Group will be largely driven by the continued
organic growth of both the Huveaux and Epic businesses together with the
successful integration of Epic (and JBB Sante) into the Enlarged Group. The
Board will continue to target selective businesses which satisfy its acquisition
criteria. Huveaux is well positioned to take advantage of the growth
opportunities that will arise from the Acquisition, including the new and more
diverse product range offerings and customer base, as well as the cost and
efficiency savings that are expected to arise from a successful integration. The
Huveaux Directors believe that the Acquisition will better position Huveaux to
benefit from the growing e-learning marketplace and enable it to further develop
its existing business. The Huveaux Board is therefore confident in the financial
and trading prospects of the Enlarged Group.



13. Management and employees



The Huveaux Directors have confirmed that the existing employment rights,
including pension rights, of all employees and associates of Epic will be fully
safeguarded.



Epic will form part of Huveaux's Learning Division.  Donald Clark, the Chief
Executive Officer of Epic, will step down from the Board of Epic and take-up a
consultancy role with Huveaux, enabling his expertise and knowledge of the
e-learning market to remain available to Huveaux.  A new chief operating officer
will be appointed to lead the Epic business, reporting directly to Gerry Murray,
Chief Executive, Huveaux UK.  Further details of the arrangements with Donald
Clark are provided in the Offer Document.



14. Inducement fee



Epic entered into an agreement on 27 July 2005 (with the consent of the Panel)
pursuant to which:



(a)       Epic agreed to pay the sum of £210,000 to Huveaux in the event that:



(i)         a third party offer is announced before the Offer lapses or is
withdrawn and subsequently becomes or is declared unconditional in all respects
or otherwise completes (as relevant); or

(ii)         the Epic Board fails to recommend the Offer or withdraws or alters
its recommendation of the Offer, (other than in the event of the circumstances
set out in 14(b)(i) below, where there is a material adverse change in the
financial or trading position of Huveaux which would require Huveaux to disclose
publicly details of such matter) and the Offer does not become or is not
declared unconditional in all respects; and

(b)        Huveaux has agreed to pay the sum of £210,000 to Epic in the event
that:



(i)         there occurs a material adverse change in the financial or trading
position of Huveaux, which would oblige Huveaux to disclose publicly details of
such matter in accordance with the AIM Rules, the Prospectus Rules or FSMA; or

(ii)         admission of the New Huveaux Shares to trading on AIM does not
become effective.

15. Disclosure of interests in Epic



Neither Huveaux nor, so far as Huveaux is aware, any person deemed to be acting
in concert with Huveaux, owns or controls any Epic Shares or has any options to
acquire Epic Shares.  Neither Huveaux nor, so far as Huveaux is aware, any
person acting in concert with Huveaux for the purposes of the Offer has any
arrangement in relation to Epic Shares or any securities convertible into or
exchangeable into Epic Shares or options (including traded options) in respect
of, or derivatives 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 Epic Shares
which may be an inducement to deal or refrain from dealing in such shares. In
the interests of confidentiality prior to this announcement, Huveaux has not
made any enquiries in this respect of certain parties who may be presumed by the
Panel to be acting in concert with Huveaux for the purposes of the Offer.



16. Further details of the Offer



The Epic Shares will be acquired by Huveaux fully paid and free from all liens,
charges, equitable interests, encumbrances and any other third party rights of
any nature whatsoever and together with all rights now or hereafter attaching to
them, including the right to receive in full and retain all dividends and other
distributions (if any) subsequently declared, made or paid and including (if
paid) the final dividend of 3.2 pence per Epic Share announced on 14 July 2005.



The New Huveaux Shares to be issued pursuant to the Offer will be issued
credited as fully paid and free from all liens, equities, encumbrances, and
other interests.  The New Huveaux Shares will rank pari passu in all respects
with, and have the same rights as, the Existing Huveaux Shares, including the
right to receive all future dividends and other distributions declared, made or
paid by Huveaux following the date of this announcement.  Fractions of New
Huveaux Shares will not be allotted or issued pursuant to the Offer but will be
aggregated and sold in the market for the benefit of the Enlarged Group.



The Offer will be subject to the conditions of the Offer set out in Appendix I,
and the conditions and further terms that will be set out in the Offer Document
and (in respect of certificated Epic Shares) in the Form of Acceptance.



17. Admission to trading on AIM and dealings



Application has been made to the London Stock Exchange for the New Huveaux
Shares to be admitted to trading on AIM.  It is expected that Admission will
become effective and that dealings on AIM (for normal settlement) will commence
at 8.00 a.m. on the first business day after the date on which the Offer becomes
or is declared unconditional in all respects (save for any condition relating to
Admission).



No application is being made for the New Huveaux Shares to be admitted to
listing or to be dealt in on any other exchange.



Temporary documents of title will not be issued pending the dispatch, where
applicable, by post of definitive certificates for New Huveaux Shares in
accordance with the terms of the Offer. Pending the issue of definitive
certificates for the New Huveaux Shares, transfers will be certified against the
register held by Lloyds TSB Registrars.


18. Compulsory acquisition and cancellation of trading on AIM



If Huveaux receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Epic Shares to which the Offer relates and
the Offer becomes unconditional in all respects, Huveaux intends to exercise its
rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Act
to acquire compulsorily Epic Shares in respect of which acceptances have not
then been received.



It is intended that, following the Offer becoming or being declared
unconditional in all respects and subject to any applicable requirements of the
London Stock Exchange, Huveaux will procure that Epic applies to the London
Stock Exchange for the trading of the Epic Shares on AIM to be cancelled. It is
anticipated that such cancellation will take effect no earlier than 20 business
days after the Offer becomes or is declared unconditional in all respects.
Huveaux will make an announcement when the Offer becomes or is declared wholly
unconditional and such announcement will include a statement of Huveaux's
intentions regarding the cancellation of trading of Epic Shares on AIM.
Cancellation of the trading of Epic Shares on AIM would significantly reduce the
liquidity and marketability of any Epic Shares in respect of which acceptances
of the Offer have not been submitted.



19. Epic Share Option Schemes



The Offer will extend to any Epic Shares issued or unconditionally allotted and
fully paid (or credited as fully paid) whilst the Offer remains open for
acceptance (or such earlier date, not being earlier than the date on which the
Offer becomes or is declared unconditional as to acceptances or, if later, the
First Closing Date, as Huveaux may, subject to the City Code, decide), including
such shares which are unconditionally allotted or issued or granted or
subscribed for upon the exercise of any options granted under the Epic Share
Option Schemes. On or before the Offer becoming or being declared unconditional
in all respects, Huveaux will write to option holders to inform them of the
effect of the Offer on their rights under the Epic Share Option Schemes and set
out appropriate proposals to be made in respect of their options.


20. Overseas Shareholders


Unless otherwise determined by Huveaux and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails, or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone and the internet) of interstate or
foreign commerce, or of any facility of a national, state or other securities
exchange, of a Restricted Jurisdiction (including the United States, Canada,
Australia and Japan) and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and formal documentation
relating to the Offer are not being and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from a
Restricted Jurisdiction, including to Epic Shareholders with addresses in a
Restricted Jurisdiction or to persons whom Huveaux knows to be custodians,
nominees or trustees holding Epic Shares for persons in a Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Offer. Persons receiving this announcement and formal documentation relating
to the Offer (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or into or from a
Restricted Jurisdiction. The availability of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements. Further details in
relation to Overseas Shareholders will be contained in the Offer Document.



The New Huveaux Shares to be issued in connection with the Offer have not been
and will not be registered under the US Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been
and will not be obtained from the securities commission or any similar authority
of any province or territory of Canada; no prospectus has been, or will be,
lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the New Huveaux Shares have
not been and will not be registered under or offered in compliance with
applicable securities laws of any state, province, territory or jurisdiction of
Canada, Australia or Japan. Accordingly, the New Huveaux Shares are not being
and will not be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of the laws of, or require registration
thereof in, the relevant jurisdiction or (unless otherwise determined by Huveaux
and permitted by applicable law and regulation) to, or for the account or
benefit of, any Canadian, Australian or Japanese person.

21.  Huveaux issued share capital

In accordance with Rule 2.10 of the City Code, Huveaux confirms that it has
107,607,585 Ordinary Shares in issue. The International Securities
Identification Number for Huveaux ordinary shares is GB003129579.

22. General


The Offer Document, Equivalent Information Document and Form of Acceptance will
be posted to Epic Shareholders as soon as reasonably practicable and in any
event within 28 days of this Announcement, other than to Epic Shareholders in a
Restricted Jurisdiction.  In addition, the Equivalent Information Document will
be posted to Huveaux Shareholders as soon as practicable.



Huveaux does not require shareholder approval for the Acquisition but has
decided to take this opportunity to seek the authority to increase its
authorised share capital so as to maintain a reasonable level of authorised but
unissued and unreserved share capital following the Offer and to increase the
authority of Huveaux Directors to issue Huveaux Shares so as to continue to
provide Huveaux Directors with the flexibility to act in the best interests of
Huveaux Shareholders.  These approvals will be sought at the Extraordinary
General Meeting to be held at Senator House, 85 Queen Victoria Street, London
EC4V 4JL at 11.00 a.m. on 7 September 2005.  The Notice of Extraordinary General
Meeting will be posted to Huveaux Shareholders as soon as practicable.  The
Offer is not conditional on the passing of the resolutions to be put to Huveaux
Shareholders at the Extraordinary General Meeting.



The Epic Directors accept responsibility for the information contained in this
announcement relating to Epic, the Epic Directors and members of their immediate
families and related trusts. To the best of the knowledge and belief of the Epic
Directors (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.



The Huveaux Directors accept responsibility for the information contained in
this announcement, other than the information for which the Epic Directors
accept responsibility.  To the best of the knowledge and belief of the Huveaux
Directors (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.



The Offer will be subject to the applicable requirements of the City Code and
the Panel, the London Stock Exchange and the UK Listing Authority.


23.        Appendices



(a)   Appendix I to this announcement contains the conditions and a
summary of certain further terms of the Offer.

(b)   Appendix II to this announcement contains further details of
the bases and sources of the financial and other information set out in this
announcement.

(c)   Appendix III to this announcement contains definitions of
certain expressions used in this announcement.

Enquiries


Huveaux                                                            020 7245 0270
John van Kuffeler, Executive Chairman



Dresdner Kleinwort Wasserstein (Financial advisor to Huveaux)      020 7623 8000
Charles Batten
Joe Thompson

Finsbury (Public Relations advisor to Huveaux)                     020 7251 3801
James Leviton
Katie Lang
Don Hunter

Epic                                                               01273 728 686                                        
John Gordon, Non-executive Chairman
Stephen Oliver, Chief Financial Officer

Altium (Financial advisor to Epic)                                 020 7484 4040
Garry Levin
Marc Milmo

Beattie Financial (Public Relations advisor to Epic)               020 7053 6400
Brian Coleman-Smith
Jo Clewlow
Tim Pilgrim


This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer will be made solely by the Offer
Document and (in respect of certificated Epic Shares) in the Form of Acceptance,
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted.



Unless otherwise determined by Huveaux and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone and the internet) of interstate or
foreign commerce, or of any facility of a national, state or other securities
exchange of a Restricted Jurisdiction (including the United States, Canada,
Australia and Japan) and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction.



The New Huveaux Shares to be issued in connection with the Offer have not been
and will not be registered under the US Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been
and will not be obtained from the securities commission or any similar authority
of any province or territory of Canada; no prospectus has been, or will be,
lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the New Huveaux Shares have
not been, nor will they be, registered under or offered in compliance with
applicable securities laws of any state, province, territory or jurisdiction of
Canada, Australia or Japan. Accordingly, the New Huveaux Shares are not being
and will not be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of the laws of, or require registration
thereof in, the relevant jurisdiction or (unless otherwise determined by Huveaux
and permitted by applicable law and regulation) to, or for the account or
benefit of, any US, Canadian, Australian or Japanese person.



Dresdner Kleinwort Wasserstein, which is authorised and regulated by the
Financial Services Authority, is acting for Huveaux and for no-one else in
connection with the Offer and will not be responsible to anyone other than
Huveaux for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein, or for providing advice in relation to the Offer or any
matters referred to herein.


Altium, which is authorised and regulated by the Financial Services Authority,
is acting for Epic and for no-one else in connection with Offer and will not be
responsible to anyone other than Epic for providing the protections afforded to
customers of Altium, or for providing advice in relation to the contents of the
Offer or any matters referred to herein.



If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.

                                     APPENDIX I

                           Conditions and further terms of the Offer


Section A: Conditions of the Offer

The Offer is subject to the following conditions:

1.  Acceptances



valid acceptances being received (and not, where permitted, withdrawn) by no
later than 3.00 p.m. on 18 August 2005 (or, subject to the Code, such later time
(s) and/or dates(s) as Huveaux may decide) in respect of not less than 90 per
cent. (or such lesser percentage as Huveaux may decide) of the Epic Shares to
which the Offer relates.  However, this condition will not be satisfied unless
Huveaux and/or its wholly-owned subsidiaries have acquired or agreed to acquire
Epic Shares carrying, in aggregate, over 50 per cent. of the voting rights then
normally exercisable at general meetings of Epic including, for this purpose, to
the extent (if any) required by the Panel, the voting rights attaching to any
Epic Shares which may be unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances. In this condition:

(a)  the expression 'Epic Shares to which the Offer relates'
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act; and

(b)  Epic Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry when
they are issued; and

(c)  valid acceptances shall be treated as having been
received in respect of any Epic Shares that Huveaux shall, pursuant to section
429(8) and, if applicable, section 430E of the Companies Act, be treated as
having acquired or contracted to acquire by virtue of acceptances of the Offer.

2.   Admission of New Huveaux Shares



the admission of the New Huveaux Shares to trading on AIM becoming effective in
accordance with the AIM Rules or (if Huveaux so determines and subject to the
consent of the Panel) the London Stock Exchange agreeing to admit such shares to
trading on AIM subject only to the allotment of such shares.

3.   Authorisations

(a)  all authorisations in any jurisdiction necessary for, or in
respect of, the Offer, its implementation or any acquisition of any shares in,
or control of, Epic or any other member of the Wider Epic Group by any member of
the Wider Huveaux Group having been obtained in terms and in a form satisfactory
to Huveaux acting reasonably from any relevant person or from any person or body
with whom any member of the Wider Epic Group has entered into contractual
arrangements and all such authorisations remaining in full force and effect and
there being no intimation of any intention to revoke or not renew the same; and

(b)  all authorisations necessary to carry on the business of any member
of the Wider Epic Group remaining in full force and effect and there being no
notification of any intention to revoke or not to renew the same; and

(c)  all filings necessary having been made and all applicable waiting
and other periods having expired, lapsed or been terminated and all applicable
statutory or regulatory obligations in any jurisdiction in respect of the Offer
having been complied with.

4.   Regulatory Intervention

No relevant person having taken, instituted, implemented or threatened any legal
proceedings, or having required any action to be taken or otherwise having done
anything or having enacted, made or proposed any statute, regulation, order or
decision or taken any other step and there not continuing to be outstanding any
statute, regulation, order or decision that would or might reasonably be
expected to (in each case to an extent which is material and adverse in the
context of the Wider Epic Group):

make the Offer, its implementation or the acquisition or proposed
acquisition of any shares in, or control or management of, the Wider Epic Group
by Huveaux  illegal, void or unenforceable; or

(a)  otherwise directly or indirectly prevent, prohibit or otherwise
restrict, restrain, delay or interfere in the implementation of or impose
additional conditions or obligations with respect to or otherwise challenge  or
require amendment of the Offer or the proposed acquisition of Epic by Huveaux or
any acquisition of shares in Epic by Huveaux; or

(b)  require, prevent or delay the divestiture by Huveaux of any shares
or other securities in Epic; or

(c)  impose any limitation on the ability of any member of the Wider
Huveaux Group or any member of the Wider Epic Group to acquire or hold or
exercise effectively, directly or indirectly, any rights of ownership of shares
or other securities or the equivalent in any member of the Wider Epic Group or
management control over any member of the Wider Epic Group; or

(d)  require, prevent or delay the disposal by Huveaux or any
member of the Wider Huveaux Group, or require the disposal or alter the terms of
any proposed disposal by any member of the Wider Epic Group, of all or any part
of their respective businesses, assets or properties or impose any limitation on
the ability of any of them to conduct their respective businesses or own their
respective assets or properties; or

(e)  (save as required pursuant to the Offer) require any
member of the Wider Huveaux Group or of the Wider Epic Group to offer to acquire
any shares or other securities (or the equivalent) in any member of the Wider
Epic Group owned by any third party (in each case, other than in implementation
of the Offer); or

(f)  impose any limitation on the ability of any member of
the Wider Huveaux Group or the Wider Epic Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider Huveaux Group and/or the Wider Epic Group; or

(g)  result in any member of the Wider Huveaux Group or the
Wider Epic Group ceasing to be able to carry on business under any name under
which it presently does so; or

(h)  otherwise materially and adversely affect any or all of
the businesses, assets or financial condition of any member of the Wider Huveaux
Group or the Wider Epic Group;

and all applicable waiting and other time periods during which any such relevant
person could institute, or implement or threaten any legal proceedings, having
expired, lapsed or been terminated.

5.   Consequences Of The Offer

Save as Disclosed, there being no provision of any agreement to which any member
of the Wider Epic Group is a party, or by or to which any such member, or any
part of its assets, may be bound, entitled or subject, which would as a
consequence of the Offer or of the acquisition or proposed acquisition of all or
any part of the issued share capital of, or change of control or management of,
Epic or any other member of the Epic Group result in (in each case to an extent
which is material and adverse in the context of the Wider Epic Group):

(a)  any material assets or interests of any member of the
Wider Epic Group being or falling to be disposed of or charged in any way or
ceasing to be available to any member of the Wider Epic Group or any rights
arising under which any such asset or interest could be required to be disposed
of or charged in any way or could cease to be available to any member of the
Wider Epic Group; or

(b)  any moneys borrowed by, or other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider Epic Group
being or becoming repayable or capable of being declared repayable immediately
or earlier than the repayment date stated in such agreement or the ability of
such member of the Wider Epic Group to incur any such borrowing or indebtedness
becoming or being capable of becoming withdrawn, inhibited or prohibited; or

(c)  any such agreement or the rights, liabilities,
obligations or interests of any such member under it being terminated or
materially and adversely modified or affected or any onerous obligation arising
or any material adverse action being taken under it; or

(d)  the interests or business of any such member in or with
any third party (or any arrangements relating to any such interests or business)
being terminated or adversely modified or affected; or

(e)  the financial or trading position or prospects or value
of any member of the Wider Epic Group being materially prejudiced or materially
adversely affected; or

(f)  the creation of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Epic Group or any such security (whenever arising or having
arisen) becoming enforceable or being enforced; or

(g)  any member of the Wider Epic Group ceasing to be able to
carry on business under any name under which or on the terms on which it
currently does so or any person presently not able to carry on business under
any name under which any member of the Wider Epic Group currently does becoming
able to do so; or

(h)  the creation of actual or contingent liabilities by any
member of the Wider Epic Group; or

(i)  the ability of any member of the Huveaux Group to
carry on its business being materially and adversely affected,

and no event having occurred which, under any provision of any such agreement to
which any member of the Wider Epic Group is a party, or by or to which any such
member, or any of its assets, may be bound, entitled or subject, could result in
any of the events or circumstances as are referred to in sub-paragraphs (a) to
(i) inclusive.

6.   No Corporate Action Taken Since The Accounting Date

Since the Accounting Date, save as otherwise Disclosed or pursuant to
transactions in favour of Epic or a wholly-owned subsidiary of Epic, no member
of the Wider Epic Group having (in each case to an extent which is material and
adverse in the context of the Wider Epic Group):

(a)  issued or agreed to issue or authorised or proposed the
issue or grant of additional shares of any class or securities convertible into
or exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities (save pursuant to the Epic Share
Option Schemes or the issue of Epic Shares on the exercise of Epic Options); or

(b)  redeemed, purchased, repaid or reduced or announced the
redemption, purchase, repayment or reduction of any part of its share capital or
made or announced the making of any other change to its share capital; or

(c)  recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus issue or other distribution
whether payable in cash or otherwise other than dividends lawfully paid to Epic
or wholly owned subsidiaries of Epic; or

(d)  (save for transactions between two or more wholly owned
members of the Epic Group) merged or demerged with or from, or acquired, any
body corporate or authorised or proposed or announced any intention to propose
any such merger or demerger; or

(e)  other than in the ordinary course of business acquired
or disposed of, transferred, mortgaged or charged, or created or granted any
security interest over, any material assets (including shares and trade
investments) or authorised or proposed or announced any intention to propose any
acquisition, disposal, transfer, mortgage, charge or creation or grant of any
security interest; or

(f)  (save for transactions between two or more wholly
owned members of the Epic Group) issued or authorised or proposed the issue of
any debentures or incurred or increased any borrowings, indebtedness or
liability (actual or contingent); or

(g)  entered into or varied, or authorised or proposed the
entry into or variation of, or announced its intention to enter into or vary,
any transaction, arrangement, contract or commitment (whether in respect of
capital expenditure or otherwise) which is material and of a long term, onerous
or unusual nature or magnitude or which is restrictive to the existing business
of any member of the Wider Epic Group or which is other than in the ordinary
course of business; or

(h)  entered into, implemented, effected, authorised or
proposed or announced its intention to enter into, implement, effect, authorise
or propose any material contract, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business; or

(i)  waived or compromised any material claim (other than
in the ordinary course of business), or

(j)  entered into or varied or made any offer (which
remains open for acceptance) to enter into or vary the terms of any material
contract with any of the directors or senior executives of Epic or any of the
directors or senior executives of any other member of the Wider Epic Group; or

(k)  taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it or petition presented for its
winding-up (voluntary or otherwise), 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 or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any analogous
person in any jurisdiction; or

(l)  been unable, or admitted in writing that it is unable,
to pay its debts or has 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; or

(m)  made any material alteration to its memorandum or articles
of association, or other incorporation documents; or

(n)  entered into any agreement or passed any resolution or
made any offer (which remains open for acceptance) or proposed or announced any
intention with respect to any of the transactions, matters or events referred to
in this condition 6.

7.   Other Events Since the Accounting Date

In the period since the Accounting Date, save as Disclosed:

(a)  no litigation or arbitration proceedings, prosecution,
investigation or other legal proceedings having been announced, instituted,
threatened or remaining outstanding by, against or in respect of, any member of
the Wider Epic Group or to which any member of the Wider Epic Group is or may
become a party (whether as claimant, defendant or otherwise) which in any case,
would be likely to have a material adverse effect on the financial position of
the Wider Epic Group; or

(b)  no material adverse change or deterioration having
occurred in the business or assets or financial or trading position, assets or
profits of any member of the Wider Epic Group; or

(c)  no enquiry or investigation by, or complaint or
reference to, any relevant person against or in respect of any member of the
Wider Epic Group having been threatened, announced, implemented or instituted or
remaining outstanding by, against or in respect of, any member of the Wider Epic
Group which in any case, would be likely to have a material adverse effect on
the financial position of the Wider Epic Group; or

(d)  no contingent or other liability having arisen or become
apparent or increased which in any case, would be likely to have a material
adverse effect on the financial position of the Wider Epic Group.

8.   Other Issues

Save as Disclosed, Huveaux not having discovered that (in each case to an extent
which is material and adverse in the context of the Wider Epic Group):

(a)  the financial, business or other information disclosed
at any time by any member of the Wider Epic Group, whether publicly or in the
context of the Offer either contained a material misrepresentation of fact or
omitted to state a fact necessary to make the information disclosed not
misleading in any material respect; or

(b)  any contingent liability disclosed in such disclosed
information would or might materially and adversely affect, directly or
indirectly, the business or profits of the Wider Epic Group taken as a whole; or

(c)  any information disclosed at any time by or on behalf of
any member of the Wider Epic Group is or becomes incorrect in any material
respect.

9.   Reserves

The distributable reserves of Epic (including the distributable reserves of Epic
Multimedia) calculated in accordance with paragraph 8 of Section B of Part III
of the Offer Document, and the cash reserves of Epic, as shown by statements
from the banks at which Epic maintains accounts, each being not less than
£8,500,000.

B:  Waiver of Conditions and further Terms of the Offer



The conditions are inserted for the benefit of Huveaux and no Epic Shareholder
shall be entitled to waive any of the conditions without the prior consent of
Huveaux.



Subject to the requirements of the Panel, Huveaux reserves the right to waive
all or any of conditions 3 to 9 (inclusive) in whole or in part.



Each of conditions 1 to 9 shall be regarded as a separate condition and shall
not be limited by reference to any other condition.





The Offer will lapse if the proposed acquisition of Huveaux is referred to the
Competition Commission or if the European Commission either initiates
proceedings under Article 6(1)(c) of the Regulation or makes a referral to a
competent authority of the United Kingdom under Article 9(1) of the Regulation
before 3.00 p.m. on the First Closing Date or the time and date on which the
Offer becomes or is declared unconditional as to acceptances (whichever is the
later).

                                APPENDIX II

                            Sources and Bases


In this Announcement:

(i)   unless otherwise stated in this announcement, financial
information relating to Epic has been extracted from the preliminary results of
Epic for the year ended 31 May 2005;

(ii)  unless otherwise stated in this announcement, financial and
other information relating to Huveaux has been extracted from the annual report
and accounts of Huveaux for the year ended 31 December 2004;

(iii) the value of the issued share capital of Epic at the Offer
price of 95.5 pence per Epic Share is calculated based upon 23,809,103 Epic
Shares in issue on 27 July 2005 (according to the records of Epic);

(iv)  the market capitalisation of Huveaux is based on a total of
107,607,585 Huveaux Shares in issue on 27 July 2005, (according to the records
of Huveaux) and the Closing Price for Huveaux Shares on 27 July 2005 of 45.5
pence;

(v)   the amount of the cash payment and the number of New Huveaux
Shares to be issued in respect of full acceptance of the Offer is calculated
based upon the number of Epic Shares in issue (as described in (iii) above) and
the assumed issue of 609,500 Epic Shares to satisfy options exercisable at a
price of less than 95.5 pence.



                                  APPENDIX III


                                  Definitions

The following definitions apply throughout this announcement, unless the context
requires otherwise:


'Accounting Date'       31 May 2005;

'Acquisition'           the proposed acquisition of all or part of the
                        issued or to be issued ordinary share capital of
                        Epic by Huveaux by means of the Offer;

'Act' or 'Companies     the Companies Act 1985 (as amended);
Act'

'Admission'             admission of the New Huveaux Shares to AIM
                        becoming effective in accordance with the AIM
                        Rules;

'agreements'            arrangements, agreements, commitments, licences,
                        permits, franchises, partnerships, joint ventures,
                        authorisations or other instrument;

'AIM'                   AIM, a market operated by the London Stock
                        Exchange;

'AIM Rules'             rules published by the London Stock Exchange
                        governing, inter alia, admission to AIM and the
                        continuing obligations of companies admitted to
                        AIM, as amended from time to time;

'Altium'                Altium Capital Limited;

'authorisations'        authorisations, orders, recognitions, grants,
                        consents, licences, confirmations, clearances,
                        permissions and approvals;

'B2B'                   business-to-business;

'Board'                 the board of the Huveaux Directors or the Epic
                        Directors as the context requires;

'Circular'              the circular to Huveaux Shareholders containing
                        the Notice of the Extraordinary General Meeting;

'Closing Price'         the closing middle market quotation of an Epic
                        Share or Huveaux Share (as applicable) for the day
                        to which such price relates, as derived from the
                        Daily Official List of the London Stock Exchange
                        for that day, save for the quotations for 27 July
                        2005 which have been derived from the website of
                        the London Stock Exchange;

'Code' or 'City Code'   the City Code on Takeovers and Mergers as from
                        time to time interpreted by the Panel;

'Dealing Day'           a day on which the London Stock Exchange is open
                        for business in the trading of securities admitted
                        to AIM;

'Disclosed'             (i) as disclosed in the Annual Report (ii) as
                        publicly announced by Epic (through a Regulatory
                        Information Service) prior to the date of this
                        announcement (iii) as disclosed in this
                        announcement or (iv) as otherwise fairly disclosed
                        to Huveaux or its advisers by or on behalf or Epic
                        prior to the date of this announcement;

'Dresdner Kleinwort     Dresdner Kleinwort Wasserstein Limited;
Wasserstein'

'Epic'                  Epic Group plc, the holding company of the Epic
                        Group;

'Epic Director'         a director of Epic;

'Epic Group'            Epic, its subsidiaries and its subsidiaries'
                        undertakings;

'Epic Multimedia'       Epic Multimedia Limited;

'Epic Shareholder(s)'   holder(s) of Epic Shares;

'Epic Share Option      the Epic Multimedia Group plc Unapproved Share
Schemes'                Option Scheme, the Epic Multimedia Group plc
                        Approved Share Option Scheme and the Epic
                        Enterprise Management Incentive Scheme;

'Epic Shares'           the existing unconditionally allotted or issued
                        and fully paid ordinary shares of one pence each
                        in the capital of Epic and any further such shares
                        which are issued or unconditionally allotted and
                        fully paid (or credited as fully paid) while the
                        Offer remains open for acceptance (or such earlier
                        date, not being earlier than the date on which the
                        Offer becomes unconditional as to acceptances or,
                        if later, the First Closing Date, as Huveaux may,
                        subject to the City Code, decide), including such
                        shares which are unconditionally allotted or
                        issued or granted or subscribed for upon the
                        exercise of any options granted under the Epic
                        Share Option Schemes;

'Enlarged Group'        Huveaux Group as enlarged by the Acquisition;

'Enlarged Share         the issued share capital of Huveaux as enlarged by
Capital'                the issue of the New Huveaux Shares;

'Equivalent Information the document containing information which is
Document'               regarded by the FSA as being equivalent to that of
                        a prospectus to be issued in relation to the New
                        Huveaux Shares for which application for Admission
                        will be made;

'Existing Huveaux       the Huveaux Shares in issue at the date of the
Shares'                 announcement;

'Extraordinary General  the extraordinary general meeting of Huveaux to be
Meeting' or 'EGM'       held at 11.00 a.m. at Senator House, 85 Queen
                        Victoria Street, London, EC4V 4JL on 7 September
                        2005, to increase Huveaux's authorised share
                        capital, to authorise Huveaux Directors to allot
                        new shares and to disapply rights of pre-emption
                        in respect of such new shares, or at any
                        adjournment thereof, notice of which will be
                        contained in the Circular;

'First Closing Date'    3.00 p.m. on 18 August 2005;

'Form of Acceptance'    the form of acceptance, election and authority
                        relating to the Offer which accompanies this Offer
                        Document;

'FSA'                   the UK Financial Services Authority;

'FSMA'                  the Financial Services and Markets Act 2000 as
                        amended from time to time;

'Huveaux' or 'Company'  Huveaux PLC;

'Huveaux Director'      a director of Huveaux;

'Huveaux Group'         Huveaux and its subsidiary undertakings;

'Huveaux Shareholders'  holders of Huveaux Shares;

'Huveaux Shares' or     ordinary shares of 10 pence each in the capital of

'Ordinary Shares'       Huveaux;

'JBB Sante'             JB Bailliere Sante Group;

'London Stock Exchange' London Stock Exchange plc;

'Mix and Match          the facility under which Epic Shareholders who
Facility'               validly accept the Offer are entitled to elect to
                        vary the proportions in which they receive New
                        Huveaux Shares and cash in respect of their
                        holdings of Epic Shares to the extent that other
                        such Epic Shareholders make off-setting elections;

'New Huveaux Shares'    the new Huveaux Shares proposed to be issued by
                        Huveaux (credited as fully paid) as consideration
                        under the Offer;

'Offer'                 the recommended cash and share offer (including
                        the Mix and Match Facility) made by Dresdner
                        Kleinwort Wasserstein on behalf of Huveaux to
                        acquire the entire issued and to be issued share
                        capital of Epic, subject to the terms and
                        conditions set out in the Offer Document and (in
                        respect of certificated Epic Shares) in the Form
                        of Acceptance and (where the context permits) any
                        subsequent revision, variation, extension or
                        renewal thereof;

'Offer Document'        the document containing the Offer to Epic
                        Shareholders by Dresdner Kleinwort Wasserstein on
                        behalf of Huveaux;

'Offer Period'          the period commencing on 28 June 2005 (the date
                        upon which Epic announced that it was in
                        preliminary discussions with a third party
                        regarding a possible offer), and ending on the
                        date which is the latest of (i) the First Closing
                        Date (ii) the date on which the Offer becomes
                        unconditional as to acceptances and (iii) the date
                        on which the Offer lapses or is withdrawn;

'Overseas Shareholders' Epic Shareholders resident in, or nationals or
                        citizens of, jurisdictions outside the UK or who
                        are custodians, nominees and trustees for,
                        citizens or nationals of such other jurisdictions;

'Panel'                 the Panel on Takeover and Mergers;

'Prospectus Rules'      the Prospectus Rules issued by the FSA;

'Regulatory Information any of the services on the list of Regulatory
Service'                Information Services maintained by the Financial
                        Services Authority;

'Restricted             the United States, Canada, Australia, Japan or any
Jurisdiction'           other jurisdiction where extension or acceptance
                        of the Offer would violate the law of that
                        jurisdiction;

'third party'           person, firm, company or body;

'UK' or 'United         the United Kingdom of Great Britain and Northern
Kingdom'                Ireland;

'UK Listing Authority'  the FSA acting in its capacity as competent
or 'UKLA'               authority for the purpose of Part VI of FSMA;

'United States' or 'US' the United States of America, its territories and
                        possessions, any state of the United States and
                        the District of Columbia;

'US Securities Act'     the United States Securities Act of 1933, as
                        amended from time to time;

'Wider Epic Group'      Epic and its subsidiary undertakings, associated
                        undertakings and any other undertaking in which
                        Epic and/or such undertakings (aggregating their
                        interest) have a significant interest; and

'Wider Huveaux Group'   Huveaux and its subsidiary undertakings,
                        associated undertakings and any other undertaking
                        in which Huveaux and/or such undertakings
                        (aggregating their interest) have a significant
                        interest.


All references to legislation in this announcement are to English legislation
unless the contrary is indicated. All references to time in this announcement
are to London time unless the contrary is indicated.



Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.



Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.

--------------------------





(1) This statement should not be taken to mean that the earnings per share of
Huveaux will necessarily match or exceed the historical reported earnings per
share of Huveaux and no forecast is intended or implied.


                      This information is provided by RNS
            The company news service from the London Stock Exchange