Recommended Offer - Part 1

NewMedia SPARK PLC
20 October 2000


PART 1

Not for release, publication or distribution in, into or from the United
States, Canada, Australia or Japan



For Immediate Release

                                          20 October 2000



                         NEWMEDIA SPARK PLC ('SPARK')



      RECOMMENDED OFFER FOR INTERNET INDIRECT PLC ('INTERNET INDIRECT')


The Boards of SPARK and Internet Indirect announce the terms of a recommended
offer, to be made by Peel Hunt, on behalf of SPARK, for the whole of the
issued and to be issued share capital of Internet Indirect.



Key features of the Offer:



*         The Offer is on the basis of 3.7 new SPARK Shares, 1 new SPARK
Warrant and 0.266 ordinary shares in EO plc (a SPARK investee company) for
every 10 Internet Indirect Shares.



*         The Offer includes a Mix and Match Election under which accepting
Internet Indirect Shareholders may elect to vary the proportions in which they
receive new SPARK Shares and EO Shares.



*         The Offer values each Internet Indirect Share at 25p and the entire
existing issued share capital of Internet Indirect at £80 million.  The Offer
represents a premium of 37 per cent. over the closing middle-market price of
18.25p for each Internet Indirect Share on 19 October 2000.



*         The Enlarged Group will be the best resourced technology investment
company quoted in London, with over £90 million of cash available for further
investment.



*         The Board of Internet Indirect, which has been advised by Collins
Stewart, intends unanimously to recommend that Internet Indirect Shareholders
accept the Offer.



*         Mark Slater and Roger Parry, directors of Internet Indirect, have
agreed to join the Board of SPARK as non-executive directors upon the Offer
becoming unconditional in all respects.



*         Irrevocable undertakings and letters of support have been received
from certain of the directors of Internet Indirect and from certain
institutional and other Internet Indirect Shareholders to accept the Offer in
respect of shareholdings which amount, in aggregate, to 95,582,383 Internet
Indirect Shares, representing approximately 29.9 per cent. of the existing
issued ordinary share capital of Internet Indirect. In the event that a
competing offer is announced by a third party, the undertakings given by the
directors of Internet Indirect will remain binding but the remaining
irrevocable undertakings will cease to be binding.



Reasons for the Offer:



SPARK's stated aim is to build Europe's leading proactive technology
investment company, and the acquisition of Internet Indirect will represent a
significant further step towards this goal. The Enlarged Group will have cash
resources of over £90 million, a substantial portfolio of 54 investments in
which it has invested approximately £140 million, and one of the largest and
most experienced investment teams in Europe operating in this arena. The
Boards of both companies believe that the Enlarged Group will have the
necessary organisational and financial scale to implement its ambitious
pan-European growth plans, at a time when many other quoted technology
investment companies are perceived to lack the resources necessary to succeed
in this complex area. Notwithstanding recent turbulent market conditions,
SPARK believes that the long term potential investment returns from early
stage technology investment remain very attractive, and that the Enlarged
Group will be strongly positioned to take full advantage of these
opportunities.



Commenting on the Offer:



Mike Whitaker, Chief Executive of SPARK, said:



'The merger of Internet Indirect with SPARK will further strengthen the
Enlarged Group's balance sheet, extend the scale of our operations and will
consolidate our position as the leading technology investment Group quoted in
the UK.'


Mark Slater, a director of Internet Indirect, said:


'This merger will create a powerful vehicle, with significant cash resources,
a substantial and diverse portfolio and excellent management.'



This summary should be read in conjunction with the accompanying full
announcement.  The Offer will be subject to the terms and conditions set out
or referred to in Appendix I to the accompanying full announcement.

_____________________________________

For further information contact:



Michael Whitaker - NewMedia SPARK:        020 7851 7600



Joel Plasco - NewMedia SPARK:             020 7851 7600



David Davies - Peel Hunt:                 020 7418 8900



Megan MacIntyre - Peel Hunt:              020 7418 8900



Mark Slater - Internet Indirect:          020 7522 3316



Terry Smith / Simon Atkinson - Collins Stewart:
                                          020 7283 1133 / 020 7522 9977



Tim Anderson - Buchanan Communications:
                                          020 7466 5000



The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of the relevant jurisdictions.  Such persons should
inform themselves about and observe any applicable requirements.



The Offer will not be made, directly or indirectly, in, into or from or by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile transmission, telex, telephonic or electronic
transmission) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, Australia, Canada, Japan or the United
States, and will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within Australia, Canada, Japan or the
United States.  Accordingly, copies of this announcement and any other
documents relating to the Offer are not being, and must not be, mailed,
transmitted or otherwise distributed or sent in or into or from Australia,
Canada, Japan or the United States and persons receiving this announcement
(including custodians, nominees and trustees) must not distribute or send it
in, into or from Australia, Canada, Japan or the United States.  Doing so may
render invalid any related purported acceptance of the Offer.



Peel Hunt, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, has approved this document solely for the purposes
of Section 57 of the Financial Services Act 1986.  Peel Hunt is acting for
SPARK and no-one else in connection with the Offer and will not be responsible
to anyone other than SPARK for providing the protections afforded to customers
of Peel Hunt nor for giving advice in relation to the Offer.



Collins Stewart, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for Internet Indirect and no-one else
in connection with the Offer and will not be responsible to anyone other than
Internet Indirect for providing the protections afforded to clients of Collins
Stewart nor for giving advice in relation to the Offer.



The new SPARK Shares, the new SPARK Warrants and the EO Shares to be issued
pursuant to, or in connection with, the Offer have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, nor
under the relevant securities laws of Australia, Canada, Japan or any state of
the United States and may not (except in the case of the United States,
pursuant to an applicable exemption from the Securities Act) be offered, sold
or delivered, directly or indirectly, in or into Australia, Canada, Japan or
the United States.



This announcement does not constitute an offer or invitation to purchase any
securities.




Not for release or distribution in, into or from the United States, Canada,
Australia or Japan.





                              20 October 2000



                         NEWMEDIA SPARK PLC ('SPARK')



      RECOMMENDED OFFER FOR INTERNET INDIRECT PLC ('INTERNET INDIRECT')



Introduction



The Boards of SPARK and Internet Indirect announce the terms of a recommended
offer by SPARK to acquire the whole of the issued and to be issued share
capital of Internet Indirect.  The Offer will be made by Peel Hunt on behalf
of SPARK.  On the basis of a SPARK share price of 52.5p on 19 October 2000
(being the last dealing day prior to the date of this announcement) and the
value of EO Shares under the Offer, the Offer values each Internet Indirect
Share at 25p, comprising 19.4p in new SPARK Shares, 1.6p in new SPARK Warrants
and 4p in EO Shares. This represents a premium of approximately 37 per cent.
over the closing middle-market price of 18.25p for an Internet Indirect Share
on 19 October 2000, being the last dealing day prior to the date of this
announcement. The Offer values the entire issued share capital of Internet
Indirect at £80 million.



The Offer includes the Mix and Match Election, under which accepting Internet
Indirect Shareholders may elect to vary the proportions in which they receive
new SPARK Shares and EO Shares, subject, in the case of EO Shares, to
accepting Internet Indirect Shareholders making offsetting elections.



EO is a company which offers an Internet enabled service for retail investors
to participate on-line in initial public offerings and other fundraisings.  EO
is an unquoted public limited company in which SPARK holds approximately 3.7
per cent. of the share capital, together with an option to acquire a further
7.4 per cent.



The EO Shares which form part of the consideration under the Offer will be
issued credited as fully paid to accepting Internet Indirect Shareholders.
For the purpose of the Offer, EO Shares are valued at 150p per share, which
was the price at which EO Shares were placed at the time of its most recent
fundraising, in July 2000.  On this basis, and not taking account of the offer
to Internet Indirect Warrantholders, EO's issued share capital will be valued
at between £67.9 million and £70.7 million, dependent on the number of EO
shares issued in relation to the Offer.  The board of EO has stated that it
intends to seek a market quotation for EO in the near future.  In the event
that such quotation is not obtained by 31 March 2001, Internet Indirect
Shareholders will be granted an option to sell their EO Shares to SPARK at a
price of 150p per EO Share, which equates to their value under the terms of
the Offer, the details of such option to be set out in the Offer Document.



The Offer is conditional, inter alia, upon the necessary approvals being given
by EO Shareholders for the issue of the EO Shares which are to form part of
the consideration under the Offer.  A notice convening the requisite general
meeting of EO, at which a special resolution to approve the issue of the EO
Shares will be considered, has today been despatched to EO Shareholders.
Irrevocable undertakings to vote in favour of that resolution have been
obtained by EO from EO Shareholders holding in excess of 75 per cent. of the
issued share capital of EO.



The Offer is also conditional on the admission of the new SPARK Shares and new
SPARK Warrants to trading on AIM.



Certain terms used in this announcement are defined in Appendix II.



Terms of the Offer



On behalf of SPARK, Peel Hunt will offer to acquire, on the terms and subject
to the conditions set out in Appendix I and the further terms to be set out in
the formal Offer Document and the Form of Acceptance, all of the Internet
Indirect Shares.  The Offer will be made on the basis of:



  3.7 new SPARK Shares, 1 new SPARK Warrant and 0.266 EO Shares for every 10
                           Internet Indirect Shares





and so in proportion for any other number of Internet Indirect Shares held.
Fractional entitlements to new SPARK Shares, new SPARK Warrants and EO Shares
will be disregarded and will not be issued to Internet Indirect Shareholders.



The Offer values each Internet Indirect Share at 25p, comprising 19.4p in new
SPARK Shares, 1.6p in new SPARK Warrants and 4p in EO Shares, and the issued
share capital of Internet Indirect at £80 million.  This represents a premium
of approximately 37 per cent. over the closing middle-market price of 18.25p
for an Internet Indirect Share on 19 October 2000, being the last dealing day
prior to the date of this announcement.



The new SPARK Warrants issued pursuant to the Offer will be issued on the same
terms as the existing SPARK Warrants, and will be exerciseable until 6 July
2003, being the third anniversary of the admission of the existing SPARK
Warrants to AIM, at an exercise price of 75p per SPARK Share.



Mix and Match Election



Internet Indirect Shareholders who validly accept the Offer may elect to vary
the proportions in which they receive new SPARK Shares and EO Shares.  Under
the Mix and Max Election, accepting Internet Indirect Shareholders may elect:



(i)            to receive EO Shares instead of new SPARK Shares.  The maximum
number of EO Shares to be offered pursuant to the Offer, being 8,512,000, will
not be varied as a result of the Mix and Match Election.  Accordingly, the
availability of EO Shares under the Mix and Max Election will depend on the
extent to which other accepting Internet Indirect Shareholders make elections
to receive new SPARK Shares instead of EO Shares under the Mix and Match
Election. To the extent that elections cannot be satisfied in full, they will
be scaled down on a pro rata basis; or



(ii)           to receive new SPARK Shares instead of EO Shares.  The
availability of new SPARK Shares under the Mix and Match Election will not
depend on the extent to which other accepting Internet Indirect Shareholders
make elections to receive EO Shares instead of new SPARK Shares under the Mix
and Match Election.



Accepting Internet Indirect Shareholders electing to receive new SPARK Shares
instead of EO Shares will receive an additional 0.76 new SPARK Shares instead
of the 0.266 EO Shares for every 10 Internet Indirect Shares they would
otherwise have received.  Accepting Internet Indirect Shareholders electing to
receive EO Shares instead of new SPARK Shares, to the extent that elections
can be satisfied, will receive an additional 1.290 EO Shares instead of the
3.7 new SPARK Shares for every 10 Internet Indirect Shares they would
otherwise have received.



Accepting Internet Indirect Shareholders who make a Mix and Match Election
will not necessarily know the exact number of new SPARK Shares or EO Shares
which they will receive until settlement of the consideration under the Offer,
although an announcement will be made, when the Offer becomes or is declared
wholly unconditional, of the approximate extent to which the Mix and Match
Election will be satisfied.



Recommendation



The Board of Internet Indirect, which has been so advised by Collins Stewart,
considers the terms of the Offer to be fair and reasonable.  Accordingly, the
Board of Internet Indirect intends unanimously to recommend all Internet
Indirect Shareholders to accept the Offer.  Certain directors of Internet
Indirect have irrevocably undertaken to accept the Offer in respect of their
own beneficial shareholdings, amounting in aggregate to 29,400,000 Internet
Indirect Shares. In providing this advice, Collins Stewart has taken into
account the commercial assessments of the directors of Internet Indirect.



Valuation of EO Shares



The EO Shares are unquoted.  They have been valued by Peel Hunt for the
purposes of the Offer at 150p per EO Share.  Such valuation equates to the
amount being paid in respect of  these shares by SPARK and the price at which
EO Shares were placed with institutional and other investors in July 2000.
There has been no material adverse change in the commercial and financial
prospects of EO since the date of that fundraising and, accordingly, the
valuation of 150p per EO Share is considered by Peel Hunt to be appropriate in
the context of the Offer.



Background to and reasons for the Offer



Since its flotation on AIM in October 1999, SPARK has made substantial
progress. The Company has invested approximately £135 million to acquire a
portfolio of 48 investments, including the £85 million acquisition of one of
the leading Swedish incubators, Cell ICD, in March of this year and the
subsequent £34 million acquisition of Softtechnet.com plc, a technology
investment company focusing on investing in India. In September, SPARK
acquired NewMedia Investors Limited, a specialist technology corporate finance
advisory business, in a share for share transaction valuing that business at £
10 million. SPARK is now the largest specialist early stage technology
investment company quoted in the UK, with offices in London, Stockholm and
Berlin, a substantial and well-diversified investment portfolio and one of the
largest specialist investment teams operating in this area.



SPARK's results for the period to 31 March 2000 showed a pre-tax profit of
approximately £2.9 million together with further unrealised portfolio gains
transferred to reserves of approximately £18 million.  SPARK's audited net
assets as at 31 March 2000 were £173.4 million, including cash resources of
approximately £33 million. SPARK has made further investments since 31 March
and its present cash resources are approximately £38 million.



SPARK's stated aim is to build  Europe's leading proactive technology
investment company, and the acquisition of Internet Indirect will represent a
significant further step towards this goal. The two companies are highly
complementary, and advantages of the merger include:





*               The Enlarged Group will be the best resourced proactive
technology investment company quoted in London, with a strong balance sheet,
having invested approximately £140 million in its portfolio and having cash
resources of over £90 million. Both Boards believe that balance sheet strength
is of considerable importance in current turbulent market conditions.

*               Internet Indirect brings significant expertise in the
evaluation of potential investments, together with a number of existing
investments which SPARK regards as attractive.

*               SPARK will benefit from two of Internet Indirect's directors,
Mark Slater and Roger Parry, joining the SPARK Board in a non-executive
capacity. SPARK also hopes to retain the advisory input of a number of other
Internet Indirect non-executive directors and strategic partners.

*               The Enlarged Group will have a substantial scale of operations
and will have the resources to further expand its operations across Europe and
also to expand its coverage of other promising areas such as India. The
Enlarged Group will also be in a strong position to attract the best deals and
the best staff, negotiate investments from a position of strength, and expand
its activities into complementary areas such as management of third party
funds and corporate finance advice to companies in the technology sectors.



Following on from the pioneering merger of SPARK and Softtechnet.com plc, the
merger of SPARK and Internet Indirect represents a further example of two
quoted technology investment companies choosing to come together in order to
create a stronger and enlarged group. Both Boards believe that in order to
operate effectively in this area, quoted early stage technology investment
companies require sufficient scale of organisational or financial resources.
SPARK believes that the Enlarged Group will be very strongly placed  in
relation to its competitors



Proposed directors



Mark Slater, aged 31, joined Societe Generale Strauss Turnbull's convertible
bond desk in 1991.  In 1992, he moved to Analyst PLC, where he edited the
Investors Stockmarket Letter, contributed to Analyst, a monthly publication
for the serious private investor, and provided institutions with detailed
research on UK smaller companies.



Also in 1992, he helped to research and edit a best-selling investment book '
the Zulu Principle' for his father, Jim Slater, which focuses on identifying
small to medium-size growth companies.  From October 1992 to March 1994, he
worked for the Investors Chronicle, the investment magazine, concentrating
again on smaller companies.



In February 1994, he founded Slater Investments Limited.  That company, which
is regulated by The Securities and Futures Authority Limited, has specialised
in advising offshore funds and managing portfolios for wealthy individuals and
pension funds. Slater Investments Limited currently acts as investment adviser
to Internet Indirect under an investment advisory agreement and will continue
to fulfil that role until the Offer is declared unconditional.



Roger Parry, aged 47, spent seven years as a reporter and producer, working
for the BBC and commercial television and radio.  In 1985 he joined McKinsey
as a consultant specialising in marketing strategy and post-merger
integration.  From 1988 to 1994 he was Development Director of Aegis Group,
the media planning and buying company.  He was part of the team that managed
the successful £200 million restructuring and refinancing of Aegis.



In 1995, he was appointed Chief Executive of More Group PLC, the outdoor
advertising company which was acquired by Clear Channel in June 1998 for £475
million. He is now chief executive of Clear Channel International, the non-US
part of Clear Channel Communications Inc, a diversified global media company
based in Texas.  He is responsible for operations in Europe and Asia with a
turnover of US$1 billion and 4,500 staff.



He is a non-executive director of Johnston Press plc, the regional newspaper
group, Jazz fm plc, the radio and internet group, The Future Network, the
international magazine and web-site publisher, and iTouch, the wireless
information group.



EO



EO was established in 1999 with the aim of distributing IPOs and private
placements to retail investors using the Internet (www.eo.net) and other
digital distribution channels.  EO's service was launched on 1 June 2000.  EO
is aiming to create the leading pan-European technology platform used by
leading investment banks and other financial intermediaries to distribute
primary equity offerings via the Internet. EO currently employs approximately
50 staff, including a number of high profile individuals with extensive
international investment banking experience. It benefits from the deal flow of
SPARK and a pan-European distribution agreement with GlobalNet Financial.  It
has also recently been successful in forging trading agreements with UBS
Warburg, Noble & Co., MoneyExtra and hemscott.NET. A range of further trading
agreements are currently under negotiation which EO expects will considerably
extend the range and size of offerings available through its platform and the
retail customer base of the platform. EO also offers, through an in-house
editorial team, an investment information and news service, focused on pre-IPO
technology, media and telecommunications companies, published on its website,
www.eonews.net. EO's strategy is to generate revenue primarily from the
commissions paid by issuers for the distribution of securities.



SPARK was an early investor in EO and believes that the business has
substantial growth potential.  The board of EO has stated its intention to
seek a market quotation for EO Shares in the near future. By offering EO
Shares to Internet Indirect Shareholders as part of the Consideration under
the Offer, this flotation process should be assisted through the consequent
widening of EO's shareholder base. EO's balance sheet will also be
strengthened ahead of flotation by up to £16.6 million which SPARK will pay in
relation to the EO Shares which are being offered as consideration.  In the
event that accepting Internet Indirect Shareholders elect under the Mix and
Match Election to receive new SPARK Shares instead of EO Shares such that the
aggregate value of EO Shares issued under the Offer is less than £10 million,
SPARK will subscribe additional EO Shares sufficient to ensure that the
aggregate subscription for EO Shares will amount to not less than £10 million.




EO  raised £6.5 million in a fundraising in July 2000.  The business has made
significant progress since that date and there has been no material adverse
change in the commercial and financial prospects of EO which would have
reduced the value of EO's share capital since the date of that fundraising. On
the basis of a price per EO Share of 150p, which is the price being paid by
SPARK in respect of the EO Shares to be offered under the terms of the Offer
and which was the price at which EO Shares were placed at the time of its July
2000 fundraising, EO's issued share capital will be valued at between £67.9
million and £70.7 million, dependent on the number of EO Shares issued in
relation to the Offer. This valuation takes no account of the proposed offer
to Internet Indirect Warrantholders.





Irrevocable undertakings to accept the Offer



Irrevocable undertakings have been received from certain of the Directors of
Internet Indirect to accept the Offer in respect of shareholdings which
amount, in aggregate, to 29,400,000 Internet Indirect Shares, representing
approximately 9.2 per cent. of the existing issued ordinary share capital of
Internet Indirect.  Irrevocable undertakings and letters of support have been
received from certain institutional and other Internet Indirect Shareholders
to accept the Offer in respect of shareholdings which amount, in aggregate, to
66,182,383 Internet Indirect Shares, representing approximately 20.7 per cent.
of the existing issued ordinary share capital of Internet Indirect. In the
event that a competing offer is announced by a third party, the undertakings
given by the directors of Internet Indirect will remain binding but the
remaining irrevocable undertakings will cease to be binding.



Internet Indirect's directors and employees



The Board of Internet Indirect has agreed to resign without compensation upon
the Offer becoming or being declared unconditional in all respects.  Internet
Indirect has no other employees.



Investment Advisory Agreement



Slater Investments Limited currently acts as investment adviser to Internet
Indirect under an investment advisory agreement (the 'Investment Advisory
Agreement') which is terminable on one year's notice to be served no earlier
than 22 December 2001.  Following the Offer being declared unconditional, the
Investment Advisory Agreement will be terminated.  Upon such termination,
compensation  payable is estimated to amount to approximately £1.7 million
(exclusive of value added tax).



Internet Indirect Warrants



The Board of SPARK will make proposals to Internet Indirect Warrantholders on
the basis of 2.7 new SPARK Shares, 1 new SPARK Warrant and 0.266 EO Shares for
every 10 Internet Indirect Warrants held.  The new SPARK Warrants will be
issued on the same terms as the existing SPARK Warrants and will, accordingly,
be exerciseable at any time up to 6 July 2003 at an exercise price of 75p per
SPARK Share.  Alternatively, Internet Indirect Warrantholders may exercise
their warrants in accordance with the terms of the warrant instrument.



Internet Indirect also has a commitment to issue to Highpoint
Telecommunications Inc. 2,000,000 warrants to subscribe Internet Indirect
Shares at an exercise price of 35p per share.  Highpoint Telecommunications
Inc. is a Canadian listed company with which Internet Indirect has a strategic
relationship. The commitment to issue the warrants was given pursuant to that
relationship, in return for the introduction to Internet Indirect of
investment opportunities such as Kast Telecom Europe S.A., in which Internet
Indirect has made an investment of US$3 million.  SPARK intends in due course
to make proposals to Highpoint Telecommunications Inc. on the basis of 1 new
SPARK Warrant for every 4 warrants in Internet Indirect to which Highpoint
Telecommunications Inc. is entitled.



Cancellation of trading on AIM of Internet Indirect Shares



As soon as it is appropriate and possible to do so and subject to the Offer
becoming or being declared unconditional in all respects, SPARK intends to
apply for the cancellation of trading of the Internet Indirect Shares on AIM.



In addition, on receipt of sufficient acceptances or other acquisitions of
Internet Indirect Shares, SPARK intends to apply the provisions of sections
428 to 430F of the Companies Act 1985 to acquire compulsorily any Internet
Indirect Shares that have not been assented to or acquired pursuant to the
Offer or otherwise.




Overseas Internet Indirect Shareholders



The availability of the Offer to Internet Indirect Shareholders not resident
in the UK or who are citizens in countries other than the UK may be affected
by the laws of the relevant jurisdiction.  Internet Indirect Shareholders who
are not resident in the UK should inform themselves about and observe any
applicable requirements.



Unless otherwise determined by SPARK and Internet Indirect, the Offer will not
be made, directly or indirectly, in, into or from, or by use of the mails of,
or by any means or instrumentality (including, without limitation, facsimile
transmission, telex or telephone) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States nor will it
be made in into or from Canada, Australia or Japan and, subject to certain
exemptions, the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan.  In addition, unless otherwise determined by SPARK and
Internet Indirect or except as required or permitted by applicable law, copies
of this announcement and any other documents related to the Offer are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from the United States, Canada, Australia or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not distribute or
send them in, into or from the United States, Canada, Australia or Japan.



The new SPARK Shares, new SPARK Warrants and EO Shares to be issued pursuant
to or in connection with the Offer have not been and will not be, registered
under the US Securities Act of 1933, as amended, or under any of the relevant
securities laws of any state or district of the US, Canada, Australia or
Japan.  Accordingly, unless an exemption under such Act or other laws is
available, the new SPARK Shares, new SPARK Warrants and EO Shares may not be
offered, sold, transferred or delivered, directly or indirectly, in into or
from the US, Canada, Australia or Japan or to or for the account or benefit of
any US, Canadian, Australian or Japanese person.  This announcement and
related materials do not constitute an offer of securities for sale in the US,
Canada, Australia or Japan.



Taxation



The following statement is intended as a general guide only and may not be
appropriate to all shareholders.  It only considers the position of Internet
Indirect Shareholders who are resident or ordinarily resident in the UK and
who hold the shares as investments. All shareholders should consult their own
professional adviser in relation to their tax position.



Liability to tax on chargeable gains will depend on the individual
circumstances of Internet Indirect Shareholders.



To the extent that an Internet Indirect Shareholder receives new SPARK
Warrants or EO Shares, this will constitute a part disposal of his Internet
Indirect Shares which may give rise to a liability to tax on chargeable gains.



General



The Offer Document, containing the full terms and conditions of the Offer,
will be posted to Internet Indirect Shareholders as soon as practicable and in
any event within 28 days of the date of this announcement.  This announcement
does not constitute an offer or invitation to purchase securities.



The directors of SPARK accept responsibility for the information contained in
this announcement other than that relating to Internet Indirect or the
Internet Indirect Group, but including the statements expressed to be opinions
of the directors of SPARK.  To the best of the knowledge and belief of the
directors of SPARK (who have taken all reasonable care to ensure such is the
case), the information contained herein for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect
the import of such information.



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



The Offer will comply with the rules and regulations of the London Stock
Exchange and with the Code.



The new SPARK Shares issued pursuant to the Offer will be issued credited as
fully paid and free from all liens, equities, charges, encumbrances, rights of
pre-emption and other interests of any nature whatsoever.  The new SPARK
Shares will rank pari passu in all respects with the existing SPARK Shares
including the right to receive and retain in full all dividends and other
distributions declared, made or paid after the date of this announcement.



The EO Shares offered in connection with the Offer will be issued credited as
fully paid and free from all liens, equities, charges, encumbrances, rights of
pre-emption and other interests of any nature whatsoever.  The EO Shares will
rank pari passu in all respects with the existing EO Shares including the
right to receive and retain in full all dividends and other distributions
declared, made or paid after the date of this announcement.



Internet Indirect Shares to be acquired pursuant to the Offer are to be
acquired fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and other third party interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto, including,
without limitation, the right to receive and retain in full all dividends and
other distributions declared, made or paid hereafter.



The Offer will extend to all existing issued or unconditionally allotted and
fully paid Internet Indirect Shares and to any Internet Indirect Shares that
are unconditionally allotted or issued prior to the time and date on which the
Offer closes (or such earlier time and/or date, not (without the consent of
the Panel) being earlier than the date on which the Offer becomes or is
declared unconditional as to acceptances or, if later, the first closing date
of the Offer, as SPARK may decide) as a result of the exercise of Internet
Indirect Warrants or otherwise.



Full acceptance of the Offer (assuming no exercise of Internet Indirect
Warrants and no elections under the Mix and Max Election) would result in the
issue of up to 118,400,000 new SPARK Shares representing approximately 26.9
per cent. of the enlarged issued share capital of SPARK following the
completion of the Offer.



Full acceptance of the Offer (assuming no exercise of Internet Indirect
Warrants and no elections under the Mix and Max Election) would result in the
offering of up to 8,512,000 EO Shares representing approximately 18.06 per
cent. of the enlarged issued share capital of EO following the completion of
the Offer.



Peel Hunt, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, has approved this document solely for the purposes
of Section 57 of the Financial Services Act 1986.  Peel Hunt is acting for
SPARK and no-one else in connection with the Offer and will not be responsible
to anyone other than SPARK for providing the protections afforded to customers
of Peel Hunt nor for giving advice in relation to the Offer.



Collins Stewart, which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting for Internet Indirect and no-one else
in connection with the Offer and will not be responsible to anyone other than
Internet Indirect for providing the protections afforded to clients of Collins
Stewart nor for giving advice in relation to the Offer.



MORE TO FOLLOW