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Trojan Publishing (INTP)

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Wednesday 20 February, 2008

Trojan Publishing

First Day of Trading on PLUS



Client          : Interactive Publishing plc
Subject         : First Day of Trading on PLUS

                                    INTERACTIVE PUBLISHING PLC

                                   First Day of Trading on PLUS

The  Directors  of  Interactive Publishing plc ("Interactive" or "the  Company")  are  pleased  to
announce that the Company's entire ordinary share capital of 143,333,333 ordinary shares was today
admitted to trading on the PLUS-quoted Market.

APPLICATION DETAILS

Admission Price of Ordinary share:                  2 pence
Ordinary Shares in issue:                           143,333,333
Market capitalisation on Admission:                 £2,866,667
Sector Classification:                              Media
Principal Activities:                               Publishing and Marketing Services
Corporate Adviser:                                  Fisher Corporate Plc

INTERACTIVE PUBLISHING PLC

Interactive  Publishing  plc  is  a newly incorporated company established  by  Griffin  Corporate
Finance  Limited, a wholly owned subsidiary of Griffin Group plc, an AIM-traded investment banking
business, for the purpose of making investments in the publishing and marketing services sectors.

In  accordance  with  its investment strategy, the Company has acquired the  entire  issued  share
capital  of  Trojan Publishing Limited ("Trojan Publishing") for a consideration of £2.5  million,
satisfied by the issue of 83,333,333 new ordinary shares at a price of 3 pence per ordinary  share
(the  "Acquisition") to Trojan Publishing's shareholders (the "Vendors"). In addition, the Vendors
will  receive deferred consideration shares, with a gross value of up to £1,000,000  (based  on  a
price  of  3  pence  per share), to be calculated by reference to the pre-tax and pre-amortisation
profits  of  Trojan  Publishing for the accounting year ending 30 June 2008  and  based  upon  the
Vendors  receiving an aggregate of 71 new ordinary shares for every £1 of such  profit,  up  to  a
maximum of 33,333,333 new ordinary shares.

Trojan  Publishing  is  a  London-based magazine publishing company. It  has  a  portfolio  of  38
magazines,  of  which 22 are monthlies, 4 are printed every 6 weeks, 9 are bi-monthly  and  3  are
quarterly.

BACKGROUND AND COMPANY STRATEGY

Interactive  was incorporated on 3 October 2007. In order to set up the Company and  to  meet  the
initial expenses, £100,000 was raised by way of private subscriptions of ordinary shares.

The  Existing  Directors have been researching and identifying potential acquisition opportunities
in  the  publishing  and  marketing  services sectors in accordance  with  the  Company's  defined
investment  strategy,  with  the objective of producing long-term  capital  growth.  The  Existing
Directors  believe  that Trojan Publishing provides the Company with excellent  opportunities  for
future growth.

The  Company  has  raised  £500,000 net of expenses (including the Subscription  and  the  private
subscriptions  mentioned  above) to provide working capital to continue  aggressive  expansion  of
Trojan  Publishing's  portfolio  through the acquisition of  magazine  titles,  primarily  in  the
consumer lifestyle sector.

TROJAN PUBLISHING

Business overview

Trojan Publishing was formed in June 2006 as a publishing investment vehicle with the strategy  of
building  a  publishing group engaged in the production of both magazine and digital content.  The
vehicle  was  established by Formby Limited, of which Trojan Publishing's chief executive  officer
Justin  Sanders  was  a  director  until he resigned in October  2007  to  concentrate  on  Trojan
Publishing.   Justin Sanders purchased 232 ordinary shares in Trojan Publishing in June  2006  and
purchased  a  further 163 ordinary shares in January 2007 bringing his total holding to  39.6  per
cent.  In  August 2007 he purchased a further 25 ordinary shares and in December 2007 he purchased
an  additional  577 ordinary shares to bring his total holding to 49.9 per cent. Justin  has  been
integral  in  driving the business forward. Formby Limited is Trojan Publishing's  second  highest
shareholder with a holding of 21.7 per cent.

Trojan Publishing has been pursuing an acquisition strategy to build its portfolio of titles.  The
first  acquisition was made on 15 June 2006 from the AML Publishing Trust, and  consisted  of  the
intellectual  property  rights to 12 publications, predominantly within the  Men's  Lifestyle  and
Adult  sectors, and was followed by the Penthouse Media Group Inc licence assignment  on  28  June
2006. A further acquisition was made in September 2006 of Vitality Publishing Limited, which owned
Your  Personal  Trainer For Women, which has since been renamed Woman's Fitness. In October  2006,
Diesel  Car  was purchased by Vitality Publishing Limited from Goodfellas Limited,  and  this  has
since  been  renamed  What  Diesel.  In December 2006 Trojan Publishing purchased  Fresh,  and  in
February  2007  it went on to purchase the intellectual property rights for the titles  previously
published  by  Fantasy  Publications Limited. Trojan Publishing  also  entered  into  two  licence
agreements  in November and December 2007, for Flush magazine, an online poker magazine,  and  The
League magazine, specialising in top flight premiership football.

Financial Extracts

The  following information has been extracted from the Accountants Report on Trojan Publishing  as
prepared  by  Kingston  Smith  LLP and included in the Admission Document,  for  the  period  from
incorporation to 30 June 2007.

TROJAN PUBLISHING LIMITED
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2007

                                                                                   Period
                                                                              08.06.06 to
                                                                                 30.06.07
                                                                                        £

Revenue                                                                         3,802,597
Cost of sales                                                                  (2,669,002)

GROSS PROFIT                                                                    1,133,595

Operating expenses                                                             (1,564,091)
Other operating income                                                              4,500

LOSS FROM OPERATIONS                                                             (425,996)

Finance income                                                                        643
Finance costs                                                                      (3,826)

                                                                                 (429,179)
LOSS BEFORE TAX

Taxation                                                                          122,000

                                                                                 (307,179)
LOSS FOR THE PERIOD

Past performance is no guide to future performance.

TROJAN PUBLISHING LIMITED
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2007

                                                                                    As at
                                                                                 30.06.07
                                                                                        £

Non-current assets                                                               
Intangible assets                                                                1,335,152
Property, plant and equipment                                                       59,784
Deferred tax                                                                       122,000
                                                                                 1,516,936
Current assets                                                                   
Trade and other receivables                                                        531,776
Cash and cash equivalents                                                            7,451
                                                                                   539,227

Current liabilities                                                              
Trade and other payables                                                        (1,979,482)
Bank overdraft                                                                     (21,972)
Commitments under finance leases                                                    (4,419)
and hire purchase agreements                                                     
                                                                                (2,005,873)

Net current liabilities                                                         (1,466,646)

Total assets less current liabilities                                               50,290

Non-current liabilities                                                          
Other payables                                                                    (356,469)

NET LIABILITIES                                                                   (306,179)

Equity                                                                           
Called up share capital                                                              1,000
Retained earnings                                                                 (307,179)

TOTAL EQUITY                                                                      (306,179)

Past performance is no guide to future performance.

TERMS OF THE ACQUISITION

Upon  Admission, the Company acquired the entire issued share capital of Trojan Publishing  for  a
total  consideration  of up to £3,500,000. The consideration payable under the  agreement  was  an
initial consideration of £2,500,000 (satisfied by the allotment of 83,333,333 new ordinary  shares
by  the  Company at 3 pence per share (37,125,600 ordinary shares to Justin Sanders and 46,207,733
ordinary  shares, in aggregate, to the remaining Vendors)) and a deferred consideration of  up  to
£1,000,000  to be calculated and satisfied as follows: within 7 business days of the agreement  or
determination of the pre-tax and pre-amortisation profit for Trojan Publishing for the  accounting
year  ending 30 June 2008 the allotment and issue of approximately 71 new ordinary shares  in  the
Company  for  each £1 of pre-tax and pre-amortisation profit at 3 pence per share,  subject  to  a
maximum of 33,333,333 new ordinary shares (up to 16,633,333 ordinary shares to Justin Sanders  and
up to 16,700,000 ordinary shares, in aggregate, to the remaining Vendors).

TERMS OF THE SUBSCRIPTION

The  Company  has  raised  £700,000 before expenses through the  subscription  of  35,000,000  new
ordinary  shares  at  2  pence per ordinary share (the "Subscription").  The  Subscription  shares
represented  24.4  per  cent. of the enlarged share capital of the Company on  Admission  and  was
subscribed for in full by Media Holdings plc.

REASONS FOR THE SUBSCRIPTION AND USE OF SUBSCRIPTION FUNDS

The  Existing  Directors  and  the Newly Appointed Directors believe  that  the  benefits  of  the
Subscription and Admission include:

*       the  ability to enter into negotiations with vendors of magazine titles or businesses,  to
        whom the issue of publicly traded shares as consideration is potentially more attractive 
        than the issue of shares in an equivalent private company for which no regulated market 
        exists;
*       maximising  the cash within the Company which the Newly Appointed Directors believe  is  a
        valuable asset for emerging companies for whom conventional fundraising opportunities are 
        not always available;
*       the  ability to raise further funds in the future, either to enable a proposed acquisition
        to be completed and/or to raise additional working capital or development capital for the 
        Company once the acquisition has been completed; and
*       the  ability to attract high quality directors and employees by offering share options  at
        an appropriate time. The Newly Appointed Directors consider that the ability to grant 
        options over publicly traded shares is potentially more attractive to directors and 
        employees than the grant of options over shares in companies for which no trading facility 
        exists.

The  net  proceeds of the Subscription will be used by the Company to provide working capital  for
the  Enlarged  Group, to fund the expenses of the Acquisition of Trojan Publishing  and  Admission
(expenses  are estimated to amount to approximately £300,000) and to continue aggressive expansion
of Trojan Publishing's portfolio, in particular by making further acquisitions of magazine titles.
The  Subscription raised £700,000 (before expenses) and private subscriptions to date have  raised
£100,000 (before expenses).

DIRECTORS AND NEWLY APPOINTED DIRECTORS

Prior to Admission the Board comprised Adam Ward and Vincent Nicholls ("Existing Directors"),  who
were appointed as directors of the Company to assist in its set up, in its admission to trading on
PLUS  and  in identifying potential acquisition opportunities.  Upon Admission, they both resigned
as directors.

Further,  upon  Admission,  Peter Jay was appointed Non-Executive  Chairman,  Justin  Sanders  was
appointed as Chief Executive Officer and Roy Quiddington was appointed as Finance Director ("Newly
Appointed Directors").

Existing Directors

Vincent William Nicholls (FCA), Aged 48, Executive Chairman

Vincent Nicholls qualified as a Chartered Accountant in 1983, after which he joined KPMG, where he
gained  extensive experience with publicly listed companies in various industry sectors. In  1986,
he accepted a partnership at Spokes & Company, a firm of public practice Chartered Accountants, in
which he disposed of his controlling stake in October 2006. He co-founded QED Financial Solutions,
of which he is the controlling partner, to provide corporate finance and directorship services. In
2004,  he  was  appointed finance director of Griffin Group plc and became actively involved  with
both the UK and former US operations of the Griffin Group plc and its subsidiaries.

Adam Simon Ward, Aged 36, Finance Director

Adam  Ward  qualified  as a Chartered Accountant in 1999 with Howarth Clark  Whitehill,  where  he
gained  valuable experience in audit and corporate finance work before leaving in  December  2002.
His following role was as Group Financial Accountant at Consolidated Paper Group Limited, where he
was  responsible for a wide range of business issues, including the development and implementation
of  reporting procedures and accounting systems. In January 2006, he was appointed Group Financial
Controller of Griffin Group plc.  His role within the Griffin Group plc group has involved work on
a  number of AIM and PLUS Market-quoted companies and he is currently a director of Media Holdings
plc and Aquarius Media plc.

Newly Appointed Directors

Justin Sanders, Aged 35, Chief Executive Officer

Starting  his  career  at the Kuwait Investment Office, Justin Sanders has a financial  background
working  in  internal auditing. During the early nineties he joined COMAG Magazine Marketing  (the
UK's  largest  third  party  magazine  distributor) where he was  responsible  for  the  marketing
information  provisions for publishers. After four years at COMAG he joined  Seymour  Distribution
Ltd,  where he headed up Sales Planning and Business Development during the most successful period
in  the company's recent history including the merger between USM Distribution Limited and Seymour
Distribution Ltd.  In October 2000 Justin joined Odyssey Publisher Services (Holdings) Limited and
was  appointed to the board in August 2001 as business development director and played an integral
part  in developing the turnover from £2.3 million in January 2001 to £12 million in January 2007.
Justin became CEO of Trojan Publishing in June 2006 after pioneering the initial purchase from the
AML Publishing Trust.

Peter Jay, Aged 62, Non-Executive Chairman

Peter  is  a  solicitor and former partner of Beachcroft LLP.  He now works as  a  consultant  for
Beachcroft  LLP and specialises in acting for AIM and PLUS Market companies and in addition  works
with  companies  to  facilitate their admission to these markets. He has extensive  experience  of
advising  both  public  and  private companies and has held a number  of  directorships  including
Sportingbet  plc (where he was a founding director) and Top Ten Holdings plc.  He is  currently  a
director of Deuxmil Marine plc.

Roy Quiddington, Aged 42, Finance Director

After  completing  his  degree, Roy worked initially as an external  auditor/  audit  manager  for
Coopers  &  Lybrand  Deloitte. He qualified as a Chartered Accountant (ICAEW) in  1990.  Roy  then
worked  in  the leisure and travel industry for sixteen years, first with a tour operator  (as  an
operational  audit  manager and financial controller) and then for a cruise  company  (as  finance
director).  He  has  also  been  involved in various consulting  assignments.  Roy  joined  Trojan
Publishing as Finance Director on 31 October 2007.

DIRECTORS' AND OTHER INTERESTS (BASED ON EXTRACTS FROM THE ADMISSION DOCUMENT)

DIRECTORS

In the last five years, the directors have held the following directorships and partnerships:

Vincent Nicholls

Present                                                  Previous
Bespokes Accountancy Services Limited                    Aquarius Media plc
Griffin Corporate Finance Limited                        Avid Holdings plc
Griffin Group plc                                        Braemar Group plc
Griffin Group Holdings Limited                           Clyde Process Solutions plc
Media Holdings plc                                       Impact Holdings (UK) plc
Mediterranean Moorings plc                               Interbulk Investments plc
Pearl Street Securities Limited                          Ionian Estates plc
QED Financial Solutions                                  One Charter plc
Red Dragon Investments plc                               Orientrose Limited
The Global Property Network plc                          Pill Protect Limited
                                                         Property Mart Overseas plc
                                                         Retec Digital plc
                                                         Southern Bear plc
                                                         Spokes  and Company Accounting & Business  Services
                                                         Limited
                                                         Taxgenie Limited
                                                         Techcreation plc
                                                         Vyke Communications plc
                                                         White Star Property Holdings plc
                                                         Windsor Place Corporate Management Limited
                                                         Worldwide Natural Resources plc
                                                         Spokes & Company

Adam Ward

Present                                                  Previous
Aquarius Media plc                                       Full Portion Media Limited
Media Holdings plc

Justin Sanders

Present                                                  Previous
Euroticus Publications Limited                           Odyssey Publisher Services Holdings Limited
Formby Limited
Odyssey Collectables Limited
Odyssey Publisher Services Limited
Odyssey Subscription Services Limited
The Golf Pages (Europe) Ltd
Trojan Publishing Limited
Trojan Online Limited
Vitality Publishing Limited

Peter Jay

Present                                                  Previous
Acre 1124 Limited                                        Beachcroft LLP
Beach Secretaries Limited                                Distinctive Leisure plc
Croft Nominees Limited                                   Filex Services Limited
Deuxmil Marine plc                                       Finers Stephens Innocent Services
Meze LLP                                                 Finlaw 279 Limited
Yellow Cat Uranium plc                                   Global Corporate Finance Limited
                                                         Griffin Two Limited
                                                         Lundy Properties Limited
                                                         Omega Diagnostics Group plc

Roy Quiddington

Present                                                  Previous
None                                                     Silversea Cruises (Europe) Limited
                                                         Silversea Cruises (UK) Limited

DIRECTORS' INTERESTS AND SUBSTANTIAL SHAREHOLDERS UPON ADMISSION TO PLUS ARE DETAILED BELOW:

DIRECTORS

Name                               Number of Ordinary Shares       % of the Enlarged Ordinary
                                         on Admission                    Share Capital
                                                                          on Admission

As a shareholder                                                                
Vincent Nicholls1                         60,000,000                          41.9
Adam Ward²                                35,000,000                          24.4
Justin Sanders³                           37,125,600                          25.9
Peter Jay                                  1,227,600                           0.9
Roy Quiddington                            1,488,000                             1
Peter Sanders³                             3,720,000                           2.6

                                           Number of                            
                                            Warrants                             
                                        on Admission                           
As a warrant holder                                                             

Vincent Nicholls*                         12,500,000                            
Justin Sanders                            12,500,000                            

1  Vincent Nicholls is a director of Griffin Corporate Finance Limited, a wholly owned subsidiary
within  the  Griffin  Group  plc  group of companies.  On Admission,  Griffin  Two  Limited  held
25,000,000 Ordinary Shares and Media Holdings plc, of which Vincent Nicholls is a director,  held
35,000,000 ordinary shares.

² On Admission, Media Holdings plc, of which Adam Ward is a director, held 35,000,000 ordinary
shares.

³  Peter  Sanders  is  the  father of Justin Sanders and together their combined  shareholding  is
40,845,600  Ordinary Shares, representing 27 per cent. of the enlarged ordinary share  capital  on
Admission.

SUBSTANTIAL SHAREHOLDERS

Name                        Number of Ordinary Shares     % of the Enlarged Ordinary
                                         on Admission                  Share Capital
                                                                        on Admission

As a shareholder                                                                 

Griffin Two Limited                        25,000,000                          17.5
Media Holdings plc                         35,000,000                          24.4
Justin Sanders                             37,125,600                          25.9
Formby Limited                             16,144,800                          11.3
Alan Butler                                 9,858,000                           6.9
AML Publishing Trust                        8,933,333                           6.2

                                            Number of                             
                                             Warrants                             
                                         on Admission                           

As a warrant holder                                                              

Vincent Nicholls 1                         12,500,000                            
Justin Sanders                             12,500,000                            

1  Vincent Nicholls is a director of Griffin Corporate Finance Limited, a wholly owned subsidiary
within  the Griffin Group plc group of companies. Griffin Corporate Finance Limited is  the  sole
director  and shareholder of Griffin Two Limited, the holder on Admission of 12,500,000  warrants
in the Company.

THE TAKEOVER CODE

The  Code  is  issued and administered by the Panel. Interactive is a company to  which  the  Code
applies and its shareholders are accordingly entitled to the protections afforded by the Code.

Under  Rule 9 of the Code, any person who acquires an interest (as defined in the Code) in  shares
which, taken together with shares in which he is already interested and in which persons acting in
concert  with  him are interested, carry 30 per cent. or more of the voting rights  of  a  company
which  is subject to the Code is normally required to make a general offer to all of the remaining
shareholders to acquire their shares.

Similarly,  when  any person, together with persons acting in concert with him, is  interested  in
shares which in aggregate carry not less than 30 per cent. of the voting rights of the company but
does  not  hold  shares carrying more than 50 per cent. of the voting rights  of  the  company,  a
general  offer  will normally be required if any further interests in shares are acquired  by  any
such person.

An offer under Rule 9 must be in cash and at the highest price paid by the person required to make
the  offer,  or any person acting in concert with him, for any interest in shares of  the  company
during the 12 months prior to the announcement of the offer.

Vendor Concert Party

Justin  Sanders,  Formby  Limited, Peter Hatch, Adam Long, Adam  Osborn,  Roy  Quiddington,  Peter
Sanders, Peter Jay and AML Publishing Trust (together the "Vendor Concert Party") are deemed to be
acting in concert for the purpose of the Code.

As  at  the  date of Admission, the Vendor Concert Party between them are interested in 83,333,333
Ordinary Shares representing approximately 58.1 per cent. of the Company's enlarged voting  issued
share capital.

Assuming exercise in full by the Vendor Concert Party of the Warrants held (and assuming  that  no
other  person exercises any Warrants or other rights to subscribe for shares in the Company),  the
Vendor  Concert Party would between them be interested in 95,833,333 Ordinary Shares  representing
approximately 61.5 per cent. of the Company's enlarged voting issued share capital.  The  Warrants
are exercisable at any time up until the third anniversary of the date of Admission.

Assuming  maximum  issuance  of the Deferred Consideration Shares (and  assuming  that  no  person
exercises any Warrants or other rights to subscribe for shares in the Company), the Vendor Concert
Party  would  between them be interested in 116,666,666 Ordinary Shares representing approximately
66  per  cent.  of the Company's enlarged voting issued share capital. The Deferred  Consideration
Shares  (if  any)  will  be  allotted  and issued within 7  business  days  of  the  agreement  or
determination of the pre-tax and pre-amortisation profit for Trojan Publishing for the  accounting
year  ending  30  June  2008.   The  number  of  new Ordinary  Shares  constituting  the  Deferred
Consideration Shares will be approximately 71 new Ordinary Shares in the Company for  each  £1  of
such pre-tax and pre-amortisation profit subject to a maximum of 33,333,333 new Ordinary Shares.

Assuming exercise in full by the Vendor Concert Party of the Warrants held and maximum issuance of
the  Deferred  Consideration Shares (and assuming that no other person exercises any  Warrants  or
other rights to subscribe for shares in the Company), the Vendor Concert Party would between  them
be  interested  in 129,166,666 Ordinary Shares representing approximately 68.3 per  cent.  of  the
Company's enlarged voting issued share capital.

As  at  the date of Admission, the interests of members of the Vendor Concert Party in the  voting
rights of the Company and their maximum potential controlling position are set out below:

                  Number of   Percentage     Assuming   Percentage         Assuming   Percentage of      Maximum
                  Shares on  of Enlarged  the maximum           of          maximum  Enlarged Share     potential
                  Admission        Share    number of     Enlarged         Deferred         Capital   controlling
                              Capital on     Warrants        Share    Consideration  assuming issue      position
                               Admission          are      Capital       Shares are      of maximum   (percentage)
                                            exercised     assuming           issued        Deferred       (Note 3)
                                              (Note 1)    exercise          (Note 2)  Consideration             
                                                                of                           Shares
                                                          Warrants                          (Note 2)
                                                          (Note 1)

Justin           37,125,600         25.9   12,500,000         31.8       16,633,333           30.4          35.0
Sanders

Peter             1,860,000          1.3          Nil          1.2          833,333            1.5           1.4
Hatch

Adam Long         1,488,000          1.0          Nil          1.0          666,667            1.2           1.2

Adam              1,488,000          1.0          Nil          1.0          666,667            1.2           1.2
Osborn

Roy               1,488,000          1.0          Nil          1.0          666,667            1.2           1.2
Quiddington

Alan              9,858,000          6.9          Nil          6.3        4,416,666            8.1           7.5
Butler

Peter             3,720,000          2.6          Nil          2.3        1,666,667            3.1           2.8
Sanders

Peter Jay         1,227,600          0.9          Nil          0.8          550,000            1.0           0.9

AML               8,933,333          6.2          Nil          5.7              Nil            5.1           4.7
Publishing
Trust *

Formby           16,144,800         11.3          Nil         10.4        7,233,333           13.2          12.4
Limited

TOTAL            83,333,333         58.1   12,500,000         61.5       33,333,333           66.0          68.3

*         AML  Publishing  Trust is the ultimate beneficial holder of the shares  in  the  Company
          which  for  legal reasons are legally held in the name of Baron Menzel,  AML  Publishing
          Trust's sole trustee.

Note 1:   Assuming no other Warrants are exercised by other Warrant holders outside of the  Vendor
          Concert Party.
Note 2:   Assuming no Warrants are exercised.
Note 3:   Assuming  the maximum number of Warrants are exercised only by the Vendor Concert  Party
          and assuming the maximum number of Deferred Consideration Shares are issued.

Upon Admission the members of the Vendor Concert Party between them hold more than 50 per cent. of
the  Company's voting share capital and (for so long as they continue to be treated as  acting  in
concert)  may  accordingly  increase their aggregate interests in  shares  without  incurring  any
obligation  under Rule 9 of the Code to make a general offer, although individual members  of  the
Vendor Concert Party will not be able to increase their percentage interests in shares through  or
between a relevant Rule 9 threshold without Panel consent.

Griffin Concert Party

Griffin  Group  plc,  Griffin Two Limited, Media Holdings plc and Vincent Nicholls  (together  the
Griffin Concert Party) are deemed to be acting in concert for the purpose of the Code.

As  at  the date of Admission, the Griffin Concert Party between them are interested in 60,000,000
Ordinary Shares representing approximately 41.9 per cent. of the Company's enlarged voting  issued
share capital.

Assuming exercise in full by the Griffin Concert Party of the Warrants held (and assuming that  no
other  person exercises any Warrants or other rights to subscribe for shares in the Company),  the
Griffin  Concert Party would between them be interested in 72,500,000 Ordinary Shares representing
approximately 46.5 per cent. of the Company's enlarged voting issued share capital.  The  Warrants
are exercisable at any time up until the third anniversary of the date of Admission.

As  at  the date of Admission, the interests of the Griffin Concert Party in the voting rights  of
the Company and its maximum potential controlling position are set out below:

                                         Number of     Percentage   Maximum number        Maximum
                                          Ordinary    of Enlarged      of Warrants      potential
                                         Shares on          Share   which could be    controlling
                                         Admission     Capital on        exercised       position
                                                        Admission         (Note 1)    (percentage)
                                                                                          (Note 1)

Griffin Two Limited                     25,000,000           17.5       12,500,000           24.0

Media Holdings plc                      35,000,000           24.4              Nil           22.5

Vincent Nicholls                                                                                 
                                               Nil            Nil              Nil            Nil

Total                                   60,000,000           41.9       12,500,000           46.5

Note 1:   Assuming no other Warrants are exercised by other Warrant holders outside of the Griffin
          Concert Party.

Upon  Admission  (assuming only the Griffin Concert Party Warrants are exercised and  assuming  no
Deferred  Consideration  Shares  are issued) but before the issue of  any  Deferred  Consideration
Shares, the members of the Griffin Concert Party between them are interested in shares carrying 30
per  cent.  or  more of the Company's voting share capital but will not hold shares carrying  more
than  50 per cent. of such voting rights and (for so long as they continue to be treated as acting
in  concert)  any  further increase in that aggregate interest in shares will be  subject  to  the
provisions of Rule 9 of the Code.

In  the event that the place of central management and control of the Company was to be determined
by  the  Panel  to  be  no longer within the UK (for example, as a result of  a  majority  of  the
Company's  Directors  ceasing to be domiciled in the UK), the Code would cease  to  apply  to  the
Company and its shareholders would cease to be protected by the Code.

INFORMATION ON THE VENDOR CONCERT PARTY

The members of the Vendor Concert Party are deemed to be acting in concert by way of the following
connections:

*       Justin Sanders is a director of Trojan Publishing and Newly Appointed Director of the
        Company;
*       Peter Hatch is an employee of Trojan Publishing;
*       Adam Long is a consultant of Trojan Publishing;
*       Adam Osborn is a consultant of Trojan Publishing;
*       Roy Quiddington is a director of Trojan Publishing and Newly Appointed Director of the 
        Company;
*       Alan Butler is a UK based investor;
*       Peter Sanders is Justin Sanders' father;
*       Peter Jay is a Newly Appointed Director of the Company;
*       AML Publishing Trust became a shareholder of Trojan Publishing on 17 January 2008,
        following the conversion of an outstanding debt into ordinary share capital; and
*       Formby  Limited is deemed to be acting in concert by way of Justin Sanders'  previous
        directorship of Formby Limited.

The  Vendor Concert Party has no current intention of selling any of its interests in the enlarged
issued  voting  share capital of the Company. It is the current intention of  the  Vendor  Concert
Party to remain as a controlling party in the Company.

The  Vendor  Concert  Party  intends that Interactive will undertake the  business  of  a  holding
company, namely of Trojan Publishing.

The  Newly  Appointed  Directors  intend  to expand the Enlarged  Group's  portfolio  through  the
acquisition of magazine titles primarily in the consumer lifestyle sector.

Members  of  the  Vendor  Concert Party (save for AML Publishing Trust)  are  subject  to  lock-in
agreements.

Brief  biographical details of Justin Sanders, Peter Jay and Roy Quiddington are set  out  in  the
Admission  Document, as they are Newly Appointed Directors as well as forming part of  the  Vendor
Concert Party.  Information on the other Vendor Concert Party members is set out below:

Formby Limited

Formby  Limited  was incorporated on 17 January 2006 in England and Wales with registered  company
number  5678304.  The  company was purchased "off the shelf" in June 2006  having  previously  not
traded.  Since this date, the only activity of the company has been the acquisition of  shares  in
Trojan Publishing. The directors of Formby Limited, who are Kelvin Taverner and Richard Hotchkiss,
do  not intend any trade to be passed through this company at present. Kelvin Taverner holds 46.7%
of the ordinary share capital of Formby Limited.

Trojan Publishing was established by Formby Limited, of which Justin Sanders was a director  until
his resignation in October 2007.

Peter Sanders

Peter Sanders is the father of Justin Sanders.

Peter Hatch

Peter  Hatch  is  an  employee of Trojan Publishing. Initially employed in  July  2006  by  Trojan
Publishing  as Production Manager, Peter was promoted to Group Production Controller  in  February
2007. Peter has 11 years experience in publishing having worked across many of Trojan Publishing's
titles  for  previous  owners including Northern & Shell PLC. Peter  also  held  the  position  of
production  manager  for  Running  Man Publishing Ltd, where he  was  responsible  for  the  whole
production  process  for titles such as OK! (circulation 550,000 per week),  Arsenal  &  Liverpool
Magazine and Attitude.

Adam Long

A  consultant  with  Trojan  Publishing  since July  2006,  Adam  has  been  responsible  for  the
relationships with Odyssey Publisher Services (Holdings) Limited and Dovetail Services  (UK)  Ltd,
Trojan Publishing's magazine distributor and subscription bureau.

Adam  has 23 years experience within the publishing industry. Starting at WH Smith wholesale in  a
middle-management position, his news-trade career continued at The Voice Newspaper Groups as  Head
of  Circulation and Marketing. This was followed with senior management positions at  third  party
distributors Seymour Distribution Ltd and then Odyssey Publisher Services (Holdings)  Limited.  In
2001  he  joined  Archant Specialist Limited as Circulation Director to head its  circulation  and
marketing  department. In 2004 he started I-can Publisher Services Limited,  a  consultancy  which
represents  several  UK  publishers for distribution, circulation  and  subscription  requirements
including Irish World, Grafix, Diver Group and Archant South West.

Adam Osborn

A  consultant with Trojan Publishing since October 2006, Adam has been responsible for  overseeing
the  web  development and project management of all of Trojan Publishing's new  media  objectives.
Adam has 18 years experience in design and new media.

Adam has previously headed the design department at Kingston Communications PLC before setting  up
DotConcept  in  2001.  DotConcept has delivered a comprehensive range of  new  media  and  digital
services  to  clients  such  as  The First Choice Group, Pinewood Studios,  British  Defence  Film
Library, British Forces Broadcasting, Lacoste and Enterprise Gateway.

Alan Butler

Alan Butler is an investor based in the UK.

AML Publishing Trust

On  17 January 2008, AML Publishing Trust became a shareholder of Trojan Publishing following  the
conversion  of  an  outstanding debt into ordinary share capital.  The  sole  beneficiary  of  AML
Publishing  Trust is ISM Investments Inc, in which ISM Investments Trust has a 75%  interest.  The
sole beneficiary of ISM Investments Trust is Isabella Sophie Menzel.

INFORMATION ON THE GRIFFIN CONCERT PARTY

Griffin Group plc, Griffin Two Limited, Media Holdings plc and Vincent William Nicholls are deemed
to be acting in concert by way of the following connections:

*       Griffin Group plc is the ultimate parent company of Griffin Two Limited;
*       Griffin Two Limited holds 4.89 per cent. of the ordinary share capital of Media Holdings plc;
*       Vincent Nicholls and Adam Ward are directors of Media Holdings plc; and
*       Vincent Nicholls is a director of Griffin Group plc.

Griffin Two Limited is not subject to a twelve month lock-in agreement, but has agreed that, for a
period  of  twelve  months following Admission, it will (and will procure that all  associates  of
Griffin  Two  Limited will) only dispose of any interest in the Company in consultation  with  the
Company's  corporate  adviser in order to maintain an orderly market  in  the  Company's  Ordinary
Shares.

Save  in  respect of the Warrants held by Griffin Two Limited, the Griffin Concert Party does  not
intend to increase its interest in the Company in the future and in fact it is anticipated that it
will reduce its interest in the Company over time, whilst ensuring an orderly market is maintained
in the Company's shares following Admission.

Save  as disclosed below, no member of the Griffin Concert Party has purchased Ordinary Shares  in
the 12 months preceding the date of the Admission Document:

*     On 9 October 2007, Griffin Two Limited acquired 49,999 ordinary shares of £1 each in the
      Company at £1 per share.  On the same date the ordinary shares were sub-divided into ordinary
      shares of 0.25 pence each so that Griffin Two Limited held 24,999,600 Ordinary Shares in the
      Company.
*     On Admission 400 Ordinary Shares were transferred from Griffin Corporate Finance Limited
      to Griffin Two Limited so that Griffin Two Limited holds 25,000,000 Ordinary Shares in the
      Company.

Brief biographical details of Vincent Nicholls are set out in the Admission Document, as he  is  a
Director  as well as forming part of the Griffin Concert Party.  Information on the other  Griffin
Concert Party members is set out below:

Griffin Group plc

Griffin  Group  plc  was incorporated on 15 October 1999 with the name Voyager Financial  News.Com
Public  Limited Company and in July 2004 changed its name to Carter Barnard (USA) plc. In  January
2004  it  changed its name again to its current name, Griffin Group plc. The company is quoted  on
AIM  and  its directors are Stephen Dean, Vincent Nicholls and Jan Ledochowski. Global Investments
Limited  holds  51.42%  of  the ordinary share capital of Griffin Group  plc.  Global  Investments
Limited is controlled by Christopher Bonvini.

Griffin  Group  plc  is  the holding company of a group of companies providing  corporate  finance
services  and  investment funds to a number of AIM and PLUS Market companies. It has  four  wholly
owned subsidiaries:

(a)   Griffin  Group  Holdings Limited which is the intermediate holding company  of  the  trading
      subsidiaries;

(b)   Griffin  Corporate Finance Limited which provides corporate investment advice  and  arranges
      acquisitions and disposals. This company is authorised and regulated by the FSA;

(c)   Griffin  Two  Limited  which makes equity and loan investments  into  AIM  and  PLUS  Market
      companies; and

(d)   Griffin  Communications  Limited  which provides financial  public  relations  and  investor
      relations services to AIM and PLUS Market companies.

Griffin Two Limited

Griffin  Two  Limited  was incorporated on 21 July 2003. Griffin Two Limited  is  a  wholly  owned
subsidiary  of  Griffin  Corporate  Finance Limited which  itself  is  an  indirect  wholly  owned
subsidiary of Griffin Group plc. Griffin Two Limited provides equity and loan finance to  emerging
businesses.  Griffin Corporate Finance Limited is the sole director of Griffin Two Limited.

Griffin  Two  Limited  is the investment vehicle of the Griffin Group plc group,  and  invests  in
shares  of AIM or PLUS Market companies and makes loans as it deems suitable.  Griffin Two Limited
currently, holds investments in AIM and PLUS Market quoted companies including Media Holdings plc,
Mediterranean  Moorings  plc,  Aquarius Media plc and The Global  Property  Support  Network  plc.
Funding  for these investments is by way of group resources within the Griffin Group plc.  Griffin
Two  Limited has traded profitably since incorporation. At 30 September 2006 its audited  accounts
showed net assets of £302,888.

Media Holdings plc

Media Holdings plc was incorporated on 17 August 2005 with the name Firenze Ventures plc and on 20
December 2007 changed its name to Media Holdings plc. The company was admitted to PLUS Markets  in
September 2005 and its directors are Vincent Nicholls and Adam Ward.  There are no parties with an
interest of 30 per cent. or greater in the ordinary share capital of Media Holdings plc.

Griffin Two Limited currently holds 4.89 per cent. of the ordinary share capital of Media Holdings
plc.

RISK FACTORS

The  Ordinary Shares should be regarded as a speculative investment and an investment in  Ordinary
Shares should only be made by those with the necessary expertise to fully evaluate the investment.
An  investment  in the Ordinary Shares involves a high degree of risk. In addition  to  the  usual
risks  associated with an investment in a business at an early stage of development, the  Existing
Directors and Newly Appointed Directors believe that the specific risks referred to below as  well
as  other information in the Admission Document should be considered carefully by investors before
acquiring  Ordinary  Shares. Prospective investors are advised to consult an  independent  adviser
authorised  under FSMA who specialises in advising on investments of this kind before  making  any
investment  decision. If any of the risks described in the Admission Document actually occur,  the
Company  may not be able to conduct its business as currently planned and its financial condition,
operating  results  and cash flows could be seriously harmed. In that case, the  market  price  of
Ordinary  Shares  could decline and all or part of an investment in the Ordinary Shares  could  be
lost.  No  inference  ought to be drawn as to the order in which the following  risk  factors  are
presented as to their relative importance or potential effect.

Additional  risks and uncertainties may also have an adverse effect on the Company's business  and
the  information set out below does not purport to be an exhaustive summary of the risks affecting
the  Company  in  connection with the Acquisition or otherwise. There may be additional  risks  of
which the Existing Directors and Newly Appointed Directors are not aware.

Information, opinions and quotations in the Admission Document are as at the date of  writing  and
may  change  without notice.  The Existing Directors and Newly Appointed Directors  are  under  no
obligation  to  ensure  that such updates are brought to the attention of any  recipient  of  this
material.

1.      Suitability

A  prospective investor should consider carefully whether an investment in the Company is suitable
in  the  light of his, her or its personal circumstances and the financial resources available  to
him, her or it.

Investors are therefore strongly recommended to consult an investment advisor authorised under the
FSMA who specialises in advising on investments of this nature before making their decision.

2.      Market Factors

Substantial future sales of Ordinary Shares could impact on their market price. There has been  no
public  market  in the Ordinary Shares before and an active trading market may not develop  or  be
sustained in the future.
Marketability of shares

Investment in shares traded on PLUS carries a higher degree of risk than an investment  in  shares
quoted on the Official List. The share prices of public companies, particularly those operating in
high  growth  sectors,  are  often subject to significant fluctuations. Following  Admission,  the
market  price  of the Ordinary Shares may be volatile and an investor may receive  less  than  the
amount  originally  invested on a sale of his Ordinary Shares in the market. The  market  for  the
Company's shares may be illiquid and it may be difficult for investors to ascertain a market value
and / or to sell their Ordinary Shares.

The  Company's Ordinary Shares are primarily intended for capital growth and therefore may not  be
suitable  as a short-term investment. Consequently, the Company's Ordinary Shares may be difficult
to  buy  and sell and may be subject to greater fluctuations. Investors may therefore not  realise
their original investment at all, or within the timeframe they had originally anticipated.
Furthermore, the market price of the Ordinary Shares may not reflect the underlying value  of  the
Company's assets.

PLUS trading facility

The  Ordinary  Shares are not included in the official UK list and not admitted to  trading  on  a
"recognised stock exchange" (which does not include the PLUS-quoted market).

Notwithstanding the fact that the Company's application for the Ordinary Shares to be admitted  to
the  PLUS-quoted market has been successful, there is no assurance that an active  trading  market
for  the Ordinary Shares will develop or, if developed, be sustained following their admission  to
the  PLUS-quoted market. If an active trading market is not developed or maintained, the liquidity
and  trading  price  of  the Ordinary Shares could be adversely affected. Continued  admission  to
trading on the PLUS-quoted market is entirely at the discretion of PLUS Markets plc.

Any changes to the regulatory environment, in particular the PLUS Rules, could for example, affect
the  Company's  ability to maintain a trading facility on PLUS.  There is no  guarantee  that  the
market  price  of an Ordinary Share will accurately reflect the underlying value of the  Company's
net assets or operations.

3.      Company and Trojan Publishing Factors

Relatively new business

Trojan  Publishing has a relatively short operating history.  This makes it difficult to  evaluate
the Enlarged Group's future prospects.

The  Enlarged Group's future performance will depend on a number of factors, including the ability
of Trojan Publishing to:

*       maintain adequate control over expenses;
*       attract, retain and motivate qualified employees with the Trojan Publishing entrepreneurial 
        spirit;
*       monitor and manage major operational risks;
*       react to customer and market demands and changes in its competitive environment;
*       increase circulation revenue through investment;
*       drive advertising revenue;
*       create new sales platforms;
*       launch new products;
*       diversify with product types; and
*       launch internet sites - both product and non-product driven.

There  can  be no assurance that Trojan Publishing will successfully address any or all  of  these
factors,  and the failure to do so could negatively impact the operating and financial performance
of its business.

Intellectual property/trade marks/domain names

Although, as a publishing company, much of Trojan Publishing's value is linked to the Intellectual
Property  rights  that it owns or are licensed to it, the administration and  monitoring  of  such
Intellectual  Property  has  not  been optionally managed in the past.   Trojan  Publishing  could
therefore  be  using Intellectual Property owned by a third party that it does not  have  explicit
consent  to use or could own Intellectual Property rights that it is unaware of and has not  fully
protected.

Trojan  Publishing has no registered trade marks and as such opens itself up to a greater risk  of
third parties diminishing Trojan Publishing's rights of exclusivity to its trade marks.

Trojan  Publishing  owns or uses a large number of domain names but does  not  currently  have  an
appropriate  structure in place to manage these domain names.  Accordingly Trojan  Publishing  may
own  domain  names  where it has no practical control over their content and  may  have  practical
control over domain names over which it does not have legal ownership.  Therefore, it opens itself
up to a greater risk of damaging its reputation or third party claims.

A  number  of  the  websites  operated by Trojan Publishing  do  not  currently  comply  with  the
legislation and regulations which govern the content of websites based in the UK.  While the Newly
Appointed  Directors do not believe any single breach of these regulations and  legislation  is  a
significant  or high risk to Trojan Publishing, owing to the extent of Trojan Publishing's  domain
name portfolio, taken as a whole, the risk is increased.

Trojan Publishing does not have a procedure in place to ensure that its adult content websites and
magazines  are  compliant  with UK obscenity laws, breach of which can  result  on  the  offending
articles being seized and/or criminal sanctions.

Trojan Publishing has purchased a number of magazine titles from companies in liquidation.   There
is  accordingly  little  or  no warranty protection from the seller, against  third  party  claims
concerning them and Trojan Publishing can not be sure that by continuing to publish the  magazines
it  is  not infringing the rights of a third party.  Trojan Publishing is therefore exposed  to  a
risk  of such claims without the possibility of effective redress from the sellers of the magazine
titles concerned.

Odyssey  Publisher Services (Holdings) Limited agreement

Whilst  Trojan  Publishing is heavily reliant on its main distributor, Odyssey Publisher  Services
(Holdings)  Limited,  the  Newly Appointed Directors understand that  Odyssey  Publisher  Services
(Holdings)  Limited  in  turn relies upon the income generated by its business  relationship  with
Trojan  Publishing.  Although a five year contract was entered into between Trojan Publishing  and
Odyssey  Publisher  Services  (Holdings) Limited in June 2007, there  is  no  guarantee  that  the
contract will continue for the full five years and the agreement could be terminated by reason  of
outside  factors.  If Odyssey Publisher Services (Holdings) Limited were for any reason  to  cease
trading,  Trojan  Publishing  might  suffer materially unless  it  were  able  to  secure  another
distributor and able to collect debts owed to it by Odyssey Publisher Services (Holdings) Limited.

Ability to maintain and increase circulation revenues

The  success  of  the Enlarged Group's operations depends on the ability of Trojan  Publishing  to
maintain and increase circulation revenues.

Key personnel

The  success  of  the  Enlarged Group's trading activities is dependent on the  retention  of  key
personnel  with  the relevant experience, expertise and reputation, in particular that  of  Justin
Sanders.  The  loss  of  key executives could cause material disruption to  the  Enlarged  Group's
activities in the short to medium term.

Investors  should note that the Existing Directors are not (other than by their normal  duties  as
company  directors)  by way of their involvement with the Company, precluded from  acting  in  the
management  or conduct of the affairs of any other company.  Should any conflicts of  interest  be
identified, they will be declared and dealt with appropriately.  In relation to Justin Sanders and
Roy Quiddington, two of the Newly Appointed Directors, investors should note that they have agreed
not  to  directly or indirectly engage or be concerned or interested in any other business, trade,
profession or occupation or undertake any work for any other person whether paid or unpaid  during
their employment without first obtaining the written consent of the Board.

Competitive threats

Adverse  changes in the market place (whether relating to the actions of competitors,  changes  to
governmental  or  European  regulations or changes to prices or  other  market  conditions)  could
adversely affect the Company's viability and financial performance.

Trojan Publishing's business competes, in respect of all of its titles, with a variety of magazine
publishers  all  of  which  compete for advertising expenditure and  consumer  sales.   Other  new
magazine  publishers  may  be established which would increase competition.   Trojan  Publishing's
business  also  competes  against other providers of online profiles for magazine  titles.   Other
magazine publishers and online profile providers may have greater financial, sales, marketing  and
human resources than Trojan Publishing.

Regulation

Changes  in  laws,  regulations  and  government policy may affect  the  Enlarged  Group  and  the
attractiveness of an investment in the Company.

The  Enlarged Group currently cannot predict the impact of future legislative or regulatory change
to  its business, however, the introduction of new legislation, amendment of existing legislation,
developments  in  relevant common law or the interpretation of these laws could  have  a  material
adverse effect on the Enlarged Group.  In addition, if the amount and complexity of new regulation
increases, so too may the cost of compliance and the risk of non-compliance.

Future fundraising

It  is  likely that the Enlarged Group will need to raise further funds in the future,  either  to
complete  potential  acquisitions  or to raise further working or  development  capital  for  such
acquisitions. There is no guarantee that the then prevailing market conditions will allow for such
a  fundraising or that new investors will be prepared to subscribe for Ordinary Shares at the same
price  as  the Subscription Price, or higher. Any further issue of Ordinary Shares by the  Company
may materially dilute Shareholders' holdings.

Past activities

Whilst  the  Newly  Appointed Directors have taken all reasonable steps to ensure  that  all  past
liabilities  of  Trojan Publishing have been identified, quantified and settled or  agreed  to  be
settled  there  can be no assurance that a person seeking to establish a claim or claims,  whether
valid  or  not,  will  not  bring an action against Trojan Publishing in  the  future.  The  Newly
Appointed Directors are unaware of any person or party who has indicated or whom they believe  may
have a claim against Trojan Publishing that has not been settled or agreed to be settled.

However,  potential  investors  should be aware that as at 30 June  2007,  Trojan  Publishing  had
outstanding  aggregate liabilities of approximately £1,174,000 being a PAYE liability, outstanding
deferred  consideration  of unpaid costs for the acquisition of intangible  titles  and  editorial
content  on four separate transactions and an outstanding loan.  Repayment terms have been  agreed
by  Trojan Publishing in respect of each liability however, should Trojan Publishing fail to  meet
the  agreed  payment terms there is a risk of action being taken against Trojan  Publishing  which
could have an adverse effect on the Enlarged Group as a whole.

Economics

The  Enlarged  Group's  business  may be affected adversely by  changes  in  economic,  political,
administrative or other regulatory forces.

The performance of Trojan Publishing may also be affected adversely by any increase in the cost of
raw materials such as paper as well as any increase in processing costs such as printing costs.

Decrease in consumer spending

The  demand for the products of Trojan Publishing is dependent on consumer spending patterns which
in  turn is dependent on factors including the state of the economy, changes in income levels  and
changes in consumers' aspirations.  There is no guarantee that consumer spending will increase  or
remain  at  current  levels  in the market in which Trojan Publishing  operates.   A  decrease  in
consumer  spending due to the above or other factors, may decease the demand for the  products  of
Trojan  Publishing and in turn could have an adverse impact on the Enlarged Group's  turnover  and
profitability.

Past performance

The past performance of the Company and Trojan Publishing is not a guide to future performance and
no  representation is made or warranty given regarding future performance. The past performance of
Trojan Publishing will not necessarily be repeated.
Dividends
There  is no certainty that the Company will generate sufficient after tax profits to be  able  to
pay a dividend.

4.      Other Factors

Legislation and tax

The  Admission Document has been prepared on the basis of current legislation, rules and  practice
and  the advisers' interpretation thereof. Such interpretation may not be correct and it is always
possible that legislation, rules and practice may change. Any changes in taxation legislation  and
rules, and in particular any changes to bases of taxation, tax relief and rates of tax, may affect
the  availability  of  reliefs. Changes in legislation affecting the  Company's  business  may  be
introduced  at any time and may impact on the business operations and financial condition  of  the
Company.

The  Existing  Directors  and Newly Appointed Directors believe that  the  Company  is,  and  will
following the issue of the new Ordinary Shares be, a qualifying company for the purposes  of  EIS,
VCT  and  CVS  (Corporate Venturing Scheme) legislation.  The EIS legislation is complex  and  the
Company cannot guarantee or undertake that its shares will qualify, or always continue to qualify,
although  there is no present intention to take any action which could reasonably be  expected  to
result in relief being denied or withdrawn.

Lock-in and orderly market arrangements

The  market  price  of Ordinary Shares could decline significantly as a result  of  any  sales  of
Ordinary Shares by certain Shareholders following expiry of the lock-in period (or otherwise),  as
detailed  in  the  paragraph entitled "Lock-in and Orderly Market Arrangements" in  the  Admission
Document or the perception that these sales could occur.
Potential investors should be aware that Griffin Two and Media Holdings plc are not subject to the
scope  of the 12-month regulatory lock-in under Rule 10 of the PLUS Rules and as such are able  to
dispose  of  their  shareholdings  in  the Company at any  time  after  consultation  with  Fisher
Corporate.

Forward-looking statements

Forward-looking  statements in the Admission Document are no guarantee of future  performance  and
only reflect the views and assumptions as of the date of the Admission Document and are subject to
risks, uncertainties, market conditions and other factors, some of which are beyond the control of
the Company and difficult to predict.

Currency risk

The  Company may transact in currencies other than pounds Sterling. The Company's performance  may
therefore be subject to exchange rate fluctuations with respect to currencies employed.

The directors of Interactive Publishing plc accept responsibility for this announcement.

                                             - ends -

CONTACT DETAILS:

Interactive Publishing plc:       Melissa Gilmour          Tel: 0797 076 7869
Fisher Corporate plc:             Gary Miller              Tel: 0207 388 7000

Copies  of  the  Admission Document will be available free of charge to the public  during  normal
business  hours  on any weekday (Saturdays and public holidays excepted) until the date  following
one month after the date of Admission at the registered office of the Company at Ground Floor, 211
Old  Street, London, EC1V 9NR and at the offices of Fisher Corporate at Acre House, 11-15  William
Road, London, NW1 3ER.

Interactive Publishing Plc

						                                                                                                                                                                          

a d v e r t i s e m e n t