Offer for Bite Communications

Next Fifteen Communications Plc Next Fifteen Makes Offer to Acquire Minority Interest in its Subsidiary Business Bite Communications Group Limited Next Fifteen Communications Group plc ("Next Fifteen" or the "Company" or the "Group") has today made an offer (the "Offer") to buy the 19.76 per cent. minority interest not already under its control in its subsidiary business Bite Communications Group Limited ("Bite"). Bite's CEO, Clive Armitage, currently owns 8.78 per cent. of Bite with a further 10.98 per cent. held by other Bite employees, or former employees who acquired shares under a long-term incentive scheme. Bite is an International PR brand and has offices in London, San Francisco, New York and Sweden. In addition to providing core PR services, Bite has established a set of services to aid companies with European head offices in managing their PR needs. The financial results of Bite are already consolidated within the report and accounts of Next Fifteen. Under the terms of the Offer, the price to be paid by Next Fifteen will be calculated based on a multiple of the profits generated by Bite for the year ending 31 July 2005. An interim payment of 75% of the expected value of the Offer will be paid on 10 August 2005 to accepting shareholders, with a further balancing payment made once the audited profit figure is available, which is expected to on 29 November 2005. Key Bite employee shareholders are being offered 50% of their total consideration under the Offer in Next Fifteen shares. Such Next Fifteen shares may be sold only in one-third proportions over each of the first three anniversaries from 10 August 2005. Smaller Bite shareholders and former Bite employees will be offered only cash. Based on the estimated price of 46.20 pence per share, the total consideration payable under the Offer will be £2.2 million, implying a value of approximately £11.1 million for the entire issued share capital of Bite. The maximum consideration payable under the Offer is 48.89 pence per share, which equates to a total consideration of £2.4 million, implying a value of approximately £12.1 million for the entire issued share capital of Bite. Next Fifteen has introduced a new long-term incentive scheme based on the performance of the Group, which it intends to roll-out across all of its subsidiary businesses. Next Fifteen intends to wind up the long-term incentive schemes that specifically relate to the performance of Bite and focus all senior Bite employees on the performance of the Group as a whole. Having Bite under its 100% control will also allow Next Fifteen to undertake better tax planning by reorganising its US subsidiaries. The Offer has been classified as a related party transaction for the purposes of the AIM Rules. The Directors of Next Fifteen, none of whom are involved in the Offer as a related party, consider, having consulted with Bridgewell Limited, the Company's nominated adviser, that the terms of the Offer are fair and reasonable insofar as Next Fifteen's shareholders are concerned. About Next Fifteen Next Fifteen is a holding company for a number of world leading PR and marketing services firms. The majority of clients are in the technology industry with twelve of the world's top twenty technology businesses being clients of the Group; these include IBM, Apple, Microsoft, Sun Microsystems and Cisco. The Group strategy has also evolved to pursue non-technology clients and the Group already works with such brands as Royal Mail, More Than (Royal and Sun Alliance Group), Olympus, Total and the Department for Education and Skills. The Group is made up of five independently branded subsidiaries that operate as autonomous businesses thus enabling them to service competing client businesses. The Group has four broad technology PR subsidiaries: Text 100, Bite Communications OutCast Communications and Inferno. The fifth brand, AUGUST.ONE, provides both B2B and Consumer services across a number of vertical market sectors. More information can be found at: www.nextfifteen.com. Enquiries: Next Fifteen David Dewhurst, Finance Director 020 8846 0771 07974 161183 Bridgewell 020 7003 3000 John Craven, Director Fred Ward, Associate Director Holborn PR 020 7929 5599 David Bick
UK 100

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