Hartfield Securities Plc
LSE : HASP

March 17, 2011 10:29 ET

Firm intention by Hartfield Securities Plc to make an Offer for Ceres Media Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JERSEY, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION.


                                       HARTFIELD SECURITIES PLC

            Firm intention by Hartfield Securities Plc to make an Offer for Ceres Media Plc
                                                   
In  accordance  with Rule 2.5 of the City code on Takeovers and Mergers (the "Code") the  board   (the
"Board")  of  Hartfield Securities Plc ("Hartfield" or the "Offeror" or the "Company"), is  pleased  to
announce  its  intention to make an offer (the "Offer") for the entire issued and to be  issued  share
capital of Ceres Media Plc ("Ceres" or the "Offeree").

Suspension of trading on Plus quoted

The directors of Hartfield (the "Directors") have requested a suspension of trading on Plus quoted, of
the  ordinary  shares  of  Hartfield (the "Ordinary Shares") as of the date of  this  announcement.  A
circular to its shareholders will be issued within 28 days of this announcement.

Terms of the Offer

The  Offer  will comprise the allotment of such number of fully paid Ordinary Shares of 20p each  (the
"Consideration Shares") in the capital of Hartfield which will satisfy the £4.595m purchase  price  of
Ceres.  This price includes the Ceres ordinary shares to be issued following conversion of a 0%  fixed
rate unsecured loan note 2010 in the amount of £94,675 which will convert automatically upon the Offer
being  declared  unconditional in all respects. The price at which the Consideration  Shares  will  be
issued is 22.7p per share. Based upon the share price of 22.7p per share, this values the shares  held
by the existing Hartfield shareholders at £1m, and values the enlarged group, comprising Hartfield and
Ceres, (the "Enlarged Group") at £5.595m.  Note that the closing mid market price at the date of  this
announcement was 0.75p per Ordinary Share, giving a market capitalisation of Hartfield of £663,750.

As  at  the  date of this announcement, Hartfield has in issue 88,500,000 Ordinary Shares of  1p.  The
International Securities Identification Number ("ISIN") for these shares is GB00B1YWW462.

As at the date of this announcement, Ceres has in issue 15,053,876 ordinary shares of 1p each.

*It  is  the intention of the Board of Hartfield as part of this transaction to propose to Hartfield's
shareholders a share consolidation exercise which consolidates every 20 existing Ordinary Shares of 1p
each  into 1 new Ordinary Share of 20p each. The consolidation is subject to approval of the Hartfield
shareholders.

The  Board has obtained competent independent advice under Rule 3.2 of the City Code on Takeovers  and
Mergers (the "Code") confirming that the Offer is in the interest of Hartfield's shareholders.

The  issued shares in the capital of Ceres will be acquired by Hartfield, pursuant to the Offer, fully
paid  and  free from all liens, equities, charges, encumbrances, rights of pre-emption and  any  other
third party rights or interest whatsoever and together with all rights now and hereafter attaching  to
them,  including voting rights and, without limitation, the right to receive and retain  in  full  all
dividends and other distributions (if any) declared on or after the date of this announcement.

The  Consideration  Shares  and  the new Ordinary Shares to be issued pursuant  to  the  placing  (the
"Placing") to be undertaken by Hartfield (details of which are set out below) will, when issued,  rank
pari passu in all respects with the existing Ordinary Shares (as consolidated).


Conditions of the Offer

The Offer is subject to, inter alia, the following conditions (as amended if appropriate):
         
1.   The approval by the Hartfield shareholders at a General Meeting of (i) a resolution under Rule
     61 of the Plus Rules for Issuers (the "Plus Rules"), and (ii) a whitewash resolution in respect of the
     requirement for the Vendor Concert Party (as defined below) to make a general offer to  Hartfield
     Shareholders under Rule 9 of the Code
     
     The  proposed acquisition of Ceres by Hartfield will constitute a reverse takeover under Rule  59
     of  the  Plus Rules as it will result in a fundamental change to the business, board  and  voting
     control  of  Hartfield. As such, Hartfield must seek the approval of its shareholders at  general
     meeting as a condition of this transaction proceeding. A circular to Hartfield shareholders  will
     be issued in a timely manner.
     
2.   Receipt  of 90% acceptances of the Offer by Ceres shareholders by no later than  3pm  on  the
     first closing date of the Offer (or such later time(s) and date(s) as Hartfield may, with the consent
     of  the  UK Panel on Takeovers and Mergers (the "Panel") or in accordance with the Code, decide),
     provided that this condition shall not be satisfied unless Hartfield shall have acquired or agreed to
     acquire, whether pursuant to the Offer or otherwise, shares in Ceres carrying, in aggregate, more than
     50 per cent. of the voting rights then normally exercisable at general meetings of Ceres.  For the
     purposes of this condition, shares which have been unconditionally allotted but not issued before the
     Offer  becomes or is declared unconditional as to acceptances shall be deemed to carry the voting
     rights they will carry on being entered into the register of members of Ceres.
     
3.   Approval  by  Hartfield  shareholders at general meeting of the  consolidation  of  every  20
     existing Ordinary Shares into 1 new Ordinary Share of 20p each.

4.   There being no agreement or otherwise to which any company in Ceres' group of companies is  a
     party or by or to which any such company or any of its assets may be bound, entitled or subject, which
     in consequence of the Offer or the proposed acquisition of shares or other securities in Ceres or
     otherwise, could or might result, to an extent which is material in the context of Ceres' group of
     companies, in :

            a.      any moneys borrowed or any other indebtedness or otherwise being or becoming repayable or
                 capable or being declared repayable immediately or earlier than the stated repayment date or the
                 ability of any such company to borrow moneys or incur any indebtedness being withdrawn or inhibited or
                 being capable or becoming or being withdrawn or inhibited;
            
            b.      any such agreement or otherwise being terminated or modified or affected or any obligation or
                 liability arising or any action being taken or arising thereunder;
            
            c.      any assets or interest of any such company being or falling to be disposed of or charged or
                 any right arising under which any such asset or interest could be required to be disposed of or
                 charged;
            
            d.      the creation or enforcement of any mortgage, charge or other security interest over the whole
                 or any party of the business, property or assets of any such company;
            
            e.      the rights, liabilities, obligations or interest of any such company in, or the business of
                 any such company with, any person or otherwise (or any agreement or otherwise relating thereto) being
                 terminated, adversely modified or affected;
            
            f.      the value of any such company or its financial or trading position or prospects being
                 prejudiced or adversely affected;
            
            g.      any such company ceasing to be able to carry on business under any name under which it
                 presently does so; or
            
            h.      the creation of any liability, actual or contingent, by any such company,
            
            and  no event having occurred which, under any provision of any agreement or otherwise  to
            which  any  company  of Ceres' group of companies is a party or by or to  which  any  such
            company or any of its assets may be bound, entitled or subject, could result in any of the
            events or circumstances as are referred to in the above sub-paragraphs of this condition.
    
5.    There  being  no government, statutory or other body or person whatsoever in any jurisdiction
     (each  a  "Third  Party") having decided to take, institute, implement or  threaten  any  action,
     proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any  statute,
     regulation, decision or order, or having taken any other steps which would or might reasonably be
     expected to:

            a.      require, prevent or delay the divestiture, or materially alter the terms envisaged for any
                 proposed divestiture by any company of Ceres' group of companies of all or any portion of its
                 business, assets or property or impose any limitation on the ability of it to conduct its business or
                 to own any of its assets or properties or any part thereof which, in any case, is material in the
                 context of Ceres group of companies taken as a whole;
            
            b.      require, prevent or delay the divestiture by Hartfield of any shares or other securities in
                 Ceres;
            
            c.      impose any limitation on, or result in a delay in, the ability of Hartfield directly or
                 indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of
                 shares or loans or securities convertible into shares or any other securities (or the equivalent) in
                 Ceres or to exercise management control over it;
            
            d.      otherwise adversely affect the business, assets, profits or prospects of any company in Ceres'
                 group of companies in a manner which is adverse to and material with respect to Hartfield and/or each
                 company in Ceres' group of companies;
            
            e.      make the Offer or its implementation or the acquisition or proposed acquisition by Hartfield
                 of any shares or other securities in, or control of Ceres void, illegal, and/or unenforceable under
                 the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit,
                 delay or otherwise materially interfere with the same, or impose additional conditions or obligations
                 with respect thereto, or otherwise challenge or interfere therewith;
            
            f.      impose any limitation on the ability of any of Ceres' group companies to co-ordinate its
                 business, or any part of it, with the businesses of any other company which is adverse to and material
                 in the context of the group concerned taken as a whole; or
            
            g.      result in any company in Ceres' group of companies ceasing to be able to carry on business
                 under any name under which it presently does so,
            
            and all applicable waiting and other time periods during which any such Third Party
            could  institute,  implement  or  threaten any action,  proceeding,  suit,  investigation,
            enquiry  or  reference or any other step under the laws of any jurisdiction in respect  of
            the Offer or the acquisition or proposed acquisition of any shares in the capital of Ceres
            having expired, lapsed or been terminated;

6.   All  necessary filings or applications having been made in connection with the Offer and  all
     statutory or regulatory obligations in any jurisdiction having been complied with in connection with
     the Offer or the acquisition by Hartfield of any shares or other securities in, or control of, Ceres
     and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances,
     permissions and approvals reasonably deemed or considered necessary or appropriate by Hartfield for or
     in respect of the Offer including without limitation, its implementation and financing, having been
     obtained  in terms and in a form reasonably satisfactory to Hartfield from all appropriate  Third
     Parties or persons with whom any company in Ceres group of companies has entered into contractual
     arrangements  and  all  such  above  authorisations and  otherwise  together  with  all  material
     authorisations,  approvals and otherwise necessary or appropriate to carry on the business of any
     company in Ceres' group of companies which is material in the context of Hartfield and/or Ceres' group
     of companies as a whole remaining in full force and effect and all filings necessary for such purpose
     having been made and there being no notice or intimation of any intention to revoke or not to renew
     any  of the same at the time at which the Offer becomes otherwise unconditional and all necessary
     statutory or regulatory obligations in any jurisdiction having been complied with;

7.   No company in Ceres' group of companies having, without the consent of Hartfield since the day
     being one business day prior to the date of this announcement:

            a.      save for shares issued pursuant to the exercise of options granted by a company in Ceres'
                 group of companies, issued, authorised or proposed the issue of additional shares of any class;
            
            b.      issued or agreed to issue, authorised or proposed the issue of securities convertible into
                 shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or
                 convertible securities;
            
            c.      recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus,
                 dividend or other distribution whether payable in cash or otherwise;

            d.      merged or de-merged with any body corporate or acquired or disposed of or transferred,
                 mortgaged or charged or created any security interest over any assets or any right, title or interest
                 in any asset (including shares and trade investments) or authorised or proposed or announced any
                 intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or
                 security interest, in each case, other than in the ordinary course of business;
            
            e.      made or authorised or proposed or announced an intention to propose any change in its loan
                 capital;
            
            f.      issued, authorised or proposed the issue of any debentures or, save in the ordinary course of
                 business, incurred or increased any indebtedness or become subject to any contingent liability;
            
            g.      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of
                 its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-
                 paragraph (a) above, made any other change to any part of its share capital;
            
            h.       implemented, or authorised, proposed or announced its intention to implement, any
                 reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in
                 the ordinary course of business or entered into or changed the terms of any contract with any director
                 or senior executive;
            
            i.      entered into or varied or authorised, proposed or announced its intention to enter into or
                 vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise)
                 which is of a long term, onerous or unusual nature or magnitude or which is or could be materially
                 restrictive on the businesses of any company in Ceres' group of companies or Hartfield or which
                 involves or could involve an obligation of such a nature or magnitude or which is other than in the
                 ordinary course of business and which is material in the context of the Ceres' group of companies
                 taken as a whole;
            
            j.      (other than in respect of a member which is dormant and was solvent at the relevant time)
                 taken any corporate action or had any legal proceedings started or threatened against it for its
                 winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative
                 receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any
                 analogous proceedings in any jurisdiction or had any such person appointed;
            
            k.      entered into any contract, transaction or arrangement which would be restrictive on the
                 business of any company in Ceres' group of companies or Hartfield other than to a nature and extent
                 which is normal in the context of the business concerned;

            l.      waived or compromised any claim otherwise than in the ordinary course of business;
            
            m.      entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary
                 course of business or passed any resolution or made any Offer (which remains open for acceptance) with
                 respect to or announced any intention to, or to propose to, effect any of the transactions, matters or
                 events referred to in this condition;
            
            n.      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme
                 or other benefit relating to the employment or termination of employment of any person employed by the
                 Ceres group of companies,
        
        which in any case, is adverse to and material with respect to Hartfield and/or each company in
        Ceres' group of companies;
            
    8.  Except as disclosed in the latest filed accounts of each company in Ceres' group of companies
        available as at the date of this announcement:
            
            a.      no adverse and material change or deterioration having occurred in the business, assets,
                 financial or trading position or profits or prospects;
            
            b.      no litigation, arbitration proceedings, prosecution or other legal proceedings to which any
                 company in Ceres' group of companies is or may become a party (whether as a plaintiff, defendant or
                 otherwise) and no investigation by any Third Party against or in respect of any such company having
                 been instituted announced or threatened by or against or remaining outstanding in respect of any
                 company in Ceres' group of companies which in any such case might be expected to adversely and
                 materially affect any company in Ceres' group of companies;
            
            c.       no contingent or other liability having arisen or become apparent to Hartfield which would be
                 likely to adversely and materially affect any company in Ceres' group of companies; and
            
            d.      no steps having been taken which are likely to result in the withdrawal, cancellation,
                 termination or modification of any material licence held by any company in Ceres' group of companies
                 which is necessary for the proper carrying on of its business;
            
9.      Hartfield not having discovered:

            a.      that any material financial, business or other information concerning the Ceres group of
                 companies as contained in the information publicly disclosed at any time by or on behalf of any
                 company in Ceres' group of companies is materially misleading, contains a misrepresentation of fact or
                 omits to state a fact necessary to make that information not misleading;
            
            b.      that any company in Ceres' group of companies, partnership, company or other entity in which
                 any company in Ceres' group of companies has a significant economic interest and which is not a
                 subsidiary undertaking of Ceres is subject to any material liability (contingent or otherwise) which
                 is not disclosed in the latest filed annual report and accounts of each company in Ceres' group of
                 companies available as at the date of this announcement; or
            
            c.      any information which affects the import of any information disclosed at any time by or on
                 behalf of any company in Ceres' group of companies and which is material in the context of the Ceres
                 group of companies taken as a whole;
            
            d.      that any past or present company in Ceres' group of companies has failed to comply with any
                 and/or all applicable environmental legislation or regulations of any jurisdiction or is affected or
                 potentially affected by anything likely to give rise to any liability (actual or contingent) on the
                 part of any company in Ceres' group of companies and which is material in the context of the Ceres
                 group of companies taken as a whole; or
            
            e.      that there is, or is likely to be, for that or any other reason whatsoever, any liability
                 (actual or contingent) of any past or present company in Ceres group of companies to make good,
                 repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied,
                 operated or made use of or controlled by any such past or present company, under any environmental
                 legislation, regulation, notice, circular or order of any government, governmental, quasi-
                 governmental, state or local government, supranational, statutory or other regulatory body, agency,
                 court, association or any other person or body in any jurisdiction and which is material in the
                 context of the Ceres group of companies taken as a whole;
            
10.  After  the  Offer  shall have become or has been declared unconditional  as  to  acceptances,
     shareholders of Ceres who have accepted the Offer and become entitled to withdraw their acceptances
     pursuant  to  section  87Q of the Financial Services and Markets Act 2000 not  withdrawing  their
     acceptances in respect of such number of shares in Ceres' capital so that the Ceres shares acquired or
     agreed  to  be acquired by Hartfield, either pursuant to the Offer or otherwise, will  result  in
     Hartfield  holding shares in the capital of Ceres which together carry less than 90 per cent, (or such
     lower percentage as Hartfield may decide) of the voting rights then normally exercisable at general
     meeting of Ceres.

Except  for condition 1 above, Hartfield reserves the right to waive, in whole or in part, all or  any
of the conditions.

The  Offer will lapse unless all of the above conditions are fulfilled or (if capable of being waived)
waived  or, if and where appropriate, determined by Hartfield to have been satisfied or remain  to  be
satisfied  on midnight of the day which is 21 days after the later of the first closing  date  of  the
Offer  and  the date on which condition 2 is fulfilled (or in each case such later date  as  Hartfield
may,  with consent from the Panel, decide).  Hartfield shall not be under any obligation to  waive  or
treat as satisfied any conditions 2 to 10 (inclusive) by a date earlier than the latest date specified
above for the satisfaction of any such condition.

If,  in  respect of the Offer, there is a reference to the Competition Commission before  3pm  on  the
first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as
to  acceptances  (whichever is later), the Offer will lapse and not only will the Offer  cease  to  be
capable  of further acceptance but also shareholders of Ceres and Hartfield will cease to be bound  by
prior acceptances.

No  incentivisation  arrangements  are currently proposed for any directors  of  Ceres  who  are  also
shareholders of Ceres.

No  fractions  of Consideration Shares will be issued to holders of shares in Ceres.   Any  fractional
entitlements  will be rounded up or down to the nearest whole number (with fractional entitlements  of
0.5 or more of a Consideration Share being rounded up).

The full terms and conditions of the Offer will be set out in an offer document (the "Offer Document")
to  be sent to Ceres' shareholders. Hartfield also intends to publish a prospectus in connection  with
the  Offer.   The  Offer  Document will be posted to shareholders of Ceres and a  prospectus  will  be
published  as  soon as reasonably practicable and, in any event, within 28 days of the  date  of  this
announcement.   The  Offer  will be governed by English law and subject to  the  jurisdiction  of  the
English  Courts and the applicable requirements of the Code, the Panel, the London Stock Exchange  and
the UK Listing Authority.


Disclosure requirements of the Code

Under  Rule  8.3(a) of the Code, any person who is interested in 1% or more of any class  of  relevant
securities  of an offeree company or of any paper offeror (being any offeror other than an offeror  in
respect  of  which it has been announced that its offer is, or is likely to be, solely in  cash)  must
make  an Opening Position Disclosure (as defined in the Code) following the commencement of the  offer
period  and,  if later, following the announcement in which any paper offeror is first identified.  An
Opening Position Disclosure must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by  no
later  than  3.30 pm (London time) on the 10th business day following the commencement  of  the  offer
period  and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following
the  announcement in which any paper offeror is first identified. Relevant persons  who  deal  in  the
relevant  securities of the offeree company or of a paper offeror prior to the deadline for making  an
Opening Position Disclosure must instead make a Dealing Disclosure (as defined in the Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant  securities of the offeree company or of any paper offeror must make a Dealing Disclosure  if
the  person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure  must  contain  details of the dealing concerned and of the person's  interests  and  short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree  company
and (ii) any paper offeror, save to the extent that these details have previously been disclosed under
Rule  8.  A  Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later  than
3.30 pm (London time) on the business day following the date of the relevant dealing.

If  two  or  more  persons act together pursuant to an agreement or understanding, whether  formal  or
informal,  to acquire or control an interest in relevant securities of an offeree company or  a  paper
Offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Pursuant  to  Rule  8  of the Code, there have been no Dealings or Opening Position  disclosures  that
require disclosure under this Rule at the time of this announcement.

It  is the intention of the Board to seek irrevocable commitments from the directors of Ceres and from
certain of Ceres' shareholders such that those commitments would amount to not less than 75% of issued
share  capital  of Ceres. Any such irrevocable commitments obtained shall be announced  in  accordance
with Rules 2.11 and 8 of the Code.


Inducement fees

On  9 March 2011, Hartfield and Ceres entered into an inducement fee arrangement under which Ceres has
agreed  to  pay  Hartfield  an  inducement fee of 1% of the indicative offer,  being  £45,000  and  is
therefore in accordance with the de minimis test set out in Rule 21.2 of the Code.

The inducement fee was agreed as a result of arms' length commercial negotiations;
        
The  circumstances in which the inducement fee will become payable are (subject to (i) the transaction
underlying the Offer not having completed or (ii) the Offer not having lapsed or been withdrawn):
        
    1.       At any time before the expiry of 90 days after 8 March 2011 (the "Restricted Period") the
        board of Ceres either:
                 -       terminates discussions with Hartfield; or
                 -       confirms to Hartfield that it will not unanimously recommend the Offer; or

    2.       Hartfield makes an Offer before the end of the Restricted Period which values Ceres at or
        above £4,500,000 but the board of Ceres fails to give a unanimous recommendation within 2 business
        days of having been requested to do so by Hartfield; or
        
        
    3.      Ceres for any reason prevents the Offer from being made; or
        
        
    4.      Before the end of the Restricted Period a competing offer is made and is recommended by the
        board of Ceres or/and is declared unconditional; or
        
        
    5.      Having made a recommendation of the Offer, the board of Ceres withdraws, changes or modifies
        its recommendation of the Offer or agrees or resolves to take any of the foregoing actions; or
        
        
    6.       Before the end of the Restricted Period Ceres enters into any arrangement with regard  to
        inducement fees, break fees, the underwriting of costs or expenses, standstill obligations or other
        similar arrangements with any third party in connection with or approach to Ceres that may lead to any
        competing offer; or
        
    7.      Ceres convenes a general meeting to approve the taking of any action contemplated by Rule 21.1
        of the Code; or
        
    8.      If Ceres or any member of the Ceres group of companies or any of their respective directors,
        employees or advisers solicits or encourages or enters into any discussions with any third party who
        may be interested in making a competing offer or, except to the extent required by Rule 20.2 of the
        Code,  provides any information to or facilitates any enquiries from a third party who may  be
        interested in making such an offer,
        
These  circumstances were considered appropriate on the basis that Hartfield were prepared  to  commit
cost  and  resource to undertake due diligence following the indicative offer and prior  to  a  formal
offer being made.


Other fees and arrangements

Upon its admission to Plus Markets in 2007, the following agreement was in place:

"Hartfield  agreed with the Directors that if one of them introduces a transaction to Hartfield  which
results  in Hartfield making an acquisition which amounts to a Reverse Takeover as defined in the  AIM
Rules,  then  that director will be entitled to a fee (the "Introducer Fee") amounting to  3%  of  the
value of Hartfield as enlarged based upon the price (the "Price") of a Hartfield share at the close of
business on the first day of dealing following the reverse takeover on whichever market its shares are
traded  on.  This fee shall be settled in cash within 28 days of such first dealing day  or,  at  such
person's option, by an allotment of new shares in Hartfield at the Price."

As  part  of the Offer, the directors of Hartfield have agreed to amend the above agreement such  that
the  value of the 3% fee is capped at an enlarged value of £5.5m and that they are prepared to  accept
Ordinary Shares in lieu of cash.


Loan from Hartfield to Ceres

Pursuant to a facility letter dated 1 March 2011, Hartfield and Natural Adcampaign Limited, the wholly
owned  subsidiary  of Ceres, entered into an agreement whereby Hartfield agreed to  loan  the  sum  of
£250,000  to Natural Adcampaign Limited. The loan is repayable in full on 31 August 2011 and  interest
is  payable during the period of the loan at a rate of 2% per annum over LIBOR. The loan is secured by
a  fixed and floating charge over the assets of Ceres and Natural Adcampaign Limited as set out in the
debentures dated 2 March 2011. The loan was provided to Natural Adcampaign Limited on commercial terms
for the purposes of meeting working capital requirements.


Proposed Placing

It  is  the intention of Hartfield to undertake a placing of new Ordinary Shares to raise up  to  £1m,
prior  to  completion of the transaction, however the success of such a placing is not a condition  of
the  Offer. It is the intention that any funds raised will be used to provide working capital for  the
Enlarged Group.

Application of the Code

Rule 9 Offer

The  Code  is  administered  by the Panel. The Code applies, inter alia,  to  all  offers  for  public
companies which have their registered office in the UK, Channel Islands and the Isle of Man and  which
are  considered  by  the  Panel  to  have  their place of central  management  and  control  in  these
jurisdictions. Accordingly, shareholders are 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 such voting rights of a company, but does  not
hold  shares  carrying more than 50 per cent. of such voting rights, a general offer will normally  be
required if any further interests in shares, are acquired by any such person.

Rule  9  of  the  Code is designed to prevent the acquisition of, or consolidation of  control  in,  a
company to which the Code applies without a general cash offer being made to all shareholders of  that
company.  Amongst other things Rule 9 of the Code requires that, when:

*        a  person  acquires, whether by a series of transactions over a period of  time  or  not,  an
       interest (as defined in the Code) in shares which, (when 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; or

*        a  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 a company which is subject to the
       Code but does not hold shares carrying more than 50 per cent. of such voting rights, acquires an
       interest in any other shares, and in its shares,
    
such  person  is  normally obliged to make a general offer to all other shareholders  to  acquire  the
balance of the shares in the company.


Vendor Concert Party

The following shareholders of Ceres are deemed to be acting in concert for the purposes of the Code:

S Metcalfe                  Director of Ceres
A Dowdeswell                Director of Ceres
R Mayhew                    Ex Director of Ceres
S Newman                    Wife of Director K Newman
J Dowdeswell                Wife of Director A Dowdeswell
L Barber                    Proposed Director of Hartfield
K Okano                     Senior employee of Ceres
B Weiser                    Senior employee of Ceres
N Butland                   Associate of K Newman
S Kenny                     Associate of K Newman
J Wotton                    Associate of K Newman
L Wright                    Associate of K Newman


This  "Vendor  Concert Party" is deemed to be acting in concert for the purposes of the  Code.  It  is
expected  that on completion of the transaction, the members of the Vendor Concert Party will  between
them  be  interested  in 12,241,636 shares, representing approximately 41.20% of Hartfield's  enlarged
voting share capital, in the event that the Placing is fully subscribed. However, in the event that no
subscriptions  occur under the Placing, it is expected that the maximum controlling  position  of  the
Vendor Concert Party will be 49.5%.

It  is  the intention of the Vendor Concert Party to obtain, subject to the passing on a poll  by  the
Hartfield  Shareholders of a whitewash resolution, a waiver from the Panel of the  obligation  on  the
Vendor Concert Party to make a general offer to Hartfield shareholders under Rule 9 of the Code  which
would otherwise arise as a result of the transaction.

Shareholders  should  be  aware that, following completion of the Offer the Vendor  Concert  Party  is
between  its  members expected to be interested in shares carrying more than 30 percent of Hartfield's
voting  share capital but are not expected to hold shares carrying more than 50 percent of Hartfield's
voting  share capital and for so long as they continue to be treated as acting in concert any  further
increase  in their aggregate interests in shares will be subject to the provisions of Rule  9  of  the
Code.

Background to the Offer

Hartfield

Since  2007, when Hartfield's shares we admitted to trading on PLUS, the existing Directors have  been
researching  and  identifying  potential acquisition opportunities in accordance  with  their  defined
investment strategy for which the following criteria needed to be fulfilled:

    *        private  and/or  quoted companies in the financial, property, technology,  healthcare  or
             marketing services sectors;
    *        growth potential;
    *        the potential to be profitable and/or have significant asset values;
    *        management with a proven track record; and
    *        the owners of the business should accept a significant part of the consideration for  any
             acquisition in ordinary shares or other securities issued by Hartfield.

The  existing  Directors believe that the Offer to acquire Ceres represents the  realisation  of  that
strategy,  and  that  Ceres  represents an exciting opportunity to invest in  a  small  business  that
provides innovative natural and environmentally-friendly products to the advertising and point of sale
markets.


Ceres

Ceres' primary objective is to identify and develop natural sustainable environmental advertising  and
marketing  products  for  companies looking to promote their products,  brands  and  corporate  social
responsibility through the use of natural materials. Ceres acts as the holding company for its wholly-
owned  subsidiary  Natural  AdCampaign Limited. Natural AdCampaign Limited's  products  include  grown
advertising, promotional and public relations products as well as a full selection of printed products
using  its  patent-pending  NatureWoven?  range of digitally  printable  materials.  The  intellectual
property  ownership  is  also  held by Natural AdCampaign Limited. All products  in  the  NatureWoven?
product  range are compostable and natural, and conform to the European Norm EN13432 and  US  Standard
ASTM  D6400  for  biodegradability. They also qualify for the Certification  of  Biodegradability  and
Compostability  maintained  by  DIN CERTCO. The Directors of Ceres believe  it  is  the  only  company
actively selling a truly environmental alternative to petroleum based printing products to the outdoor
advertising  and retail point of sale market at a market price comparable to existing  materials,  and
that  the  nearest  competitive  product degrades over 3 - 5  years  as  opposed  to  2-12  weeks  for
NatureWoven? products.

The full content of this announcement is available on the following website:

www.ceresmediaplc.com

A  hard  copy  of  this  announcement will be circulated to all holders of Ceres Ordinary  Shares  and
Hartfield Ordinary Shares at the date of this announcement.

The  Directors of Hartfield Securities Plc accept responsibility for the information contained in this
announcement and that, to the best of their knowledge and belief (having taken all reasonable care  to
ensure the such is the case), the information contained in this announcement is in accordance with the
facts,  and  where  appropriate, that it does not omit anything likely to affect the  import  of  such
information.

HARTFIELD SECURITIES PLC
Registered No. 05880755



                                              ---ENDS---

Enquiries:

Hartfield Securities Plc
N Fetterman                              07958629366
C Garston                                07802 356614

Fisher Corporate Plc                     020 7388 7000
Gary Miller
Carolyn Hazard


This announcement is not intended to, and does not constitute, or form any part of an offer to sell or
an  invitation  to  purchase,  otherwise acquire, subscribe for, sell or  otherwise  dispose  of,  any
securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the
Offer  or otherwise.   The Offer will be made through the Offer Document and, in respect of shares  in
the  capital  of  Ceres  held  in certificated form, the 'form of acceptance'  accompanying  it.   Any
acceptance should be made only on the basis of the information contained in the Offer Document and, if
applicable, 'form of acceptance'.

Hartfield also intends to publish a prospectus in connection with the Offer.  The new Ordinary  Shares
are  not  being  offered  to the public by means of this announcement and this announcement  does  not
constitute a prospectus.

The  release,  publication  or distribution of this announcement in certain jurisdictions  other  than
the  United  Kingdom may be restricted by law and therefore persons in such jurisdictions  into  which
this  announcement  is released, published or distributed should inform themselves about  and  observe
such  restrictions.  In  particular, this announcement should not  be  distributed,  forwarded  to  or
transmitted in or into the United States of America, Canada, Australia, Jersey or Japan or  any  other
jurisdiction where to do so would constitute a violation of the relevant laws in such jurisdiction.

This  announcement has been prepared for the purposes of complying with English law and the  Code  and
the  information  disclosed  may  not be the same as that which would  have  been  disclosed  if  this
announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside
of  the  United Kingdom. The availability of the Offer to persons who are not resident in and citizens
of  the  United  Kingdom may be affected by the laws of the relevant jurisdiction in  which  they  are
located.

The  Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so  would
constitute  a  breach of securities laws in that jurisdiction, and the Offer will not  be  capable  of
acceptance  from  or  within any such jurisdiction. Accordingly, copies of this announcement  are  not
being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into  or  from  any jurisdiction where to do so would constitute a breach of securities laws  in  that
jurisdiction,  and persons receiving this announcement (including custodians, nominees  and  trustees)
must  not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so  may
invalidate any purported acceptance of the Offer.

This  announcement  is not an offer of securities for sale in the United States,   Australia,  Canada,
Jersey  or  Japan  or in any other jurisdiction in which such an offer is unlawful. The  new  Ordinary
Shares  and the Consideration Shares which will be issued in connection with the Offer have not  been,
and  will  not  be, registered under the US Securities Act or under the securities law of  any  state,
district or other jurisdiction of the United States or of Australia, Canada, Jersey or Japan,  and  no
regulatory  clearance in respect of these shares has been, or will be, applied for in any jurisdiction
other than the UK.

The  Consideration Shares and new Ordinary Shares may not be offered, sold, or delivered, directly  or
indirectly, in, into or from the United States except pursuant to an applicable exemption from, or  in
a  transaction  not subject to, the registration requirements of the US Securities Act or  such  other
securities  laws and may also not be offered, sold or delivered, directly or indirectly, in,  into  or
from  Australia,  Canada, Jersey or Japan or to, or for the account or benefit  of,  any  resident  of
Australia,  Canada,  Jersey  or  Japan  except pursuant to an  applicable  exemption  from,  or  in  a
transaction not subject to, applicable securities laws of those jurisdictions.



Contact Information

  • Hartfield Securities Plc