Statement re Possible Offer

Deal Group Media PLC
13 February 2006


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

DEAL GROUP MEDIA PLC ('DEAL GROUP or the Company').

STATEMENT REGARDING POSSIBLE OFFER.

The Board of Deal Group notes the recent movement in the Company's share price,
and announces that it has received more than one approach which may or may not
lead to an offer being made for the entire issued and to be issued share capital
of the Company. These approaches are all of a preliminary nature and there is no
certainty that any of them will result in an offer actually being made.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Deal
Group announces that it has 380,048,385 ordinary shares of 1p each in issue.

Further announcements will be made as appropriate.

Contacts:

Deal Group Media plc
Andrew Dickson
Tel: [phone]

Panmure Gordon & Co
(Financial adviser to Deal Group)
Grant Harrison
Katherine Roe
Tel: [phone]

Media Enquiries
Abchurch Communications
Ariane Vacher/Charlie Jack

+ 44 (0) 207 398 7700


Dealing disclosure requirements:

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of nCipher plc, all 'dealings'
in any 'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of nCipher plc, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Deal Group plc by Deal Group plc, or by any of its respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone]
0129; fax [phone].

The Directors of Deal Group plc accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of Deal Group plc, who have taken all reasonable care to ensure that
this is the case, this information is in accordance with the facts and does not
omit anything likely to affect its import. This announcement does not constitute
an offer or invitation to purchase or subscribe for any securities.

Panmure Gordon & Co which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Deal Group plc and
for no one else in connection with the potential offer and is not advising any
other person or treating any other person as its client in relation to the offer
and will not be responsible to anyone other than Deal Group plc for providing
the protections afforded to clients of Panmure Gordon & Co, or for giving advice
to any other person in relation to the proposed offer, the contents of this
announcement or any other matter referred to in this announcement.




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