Daily Internet plc

March 10, 2009 03:00 ET

Offer Update

      Not for release, publication or distribution in or into or from the United States, Canada,
                           Australia, Japan or the Republic of South Africa
                                                                                         10 March 2009
                                          Daily Internet plc
                                  ("Daily Internet" or the "Company")
                         Result of GM and Offer declared wholly unconditional

The Company announces that at the General Meeting held yesterday all the resolutions were duly passed,
which  included  the resolution to approve the Acquisition. Accordingly, the Daily Internet  Board  is
pleased  to announce that, subject to Admission, the recommended all share offer for Lambolle made  by
John  East  &  Partners  Limited,  on  behalf  of Daily  Internet,  has  today  been  declared  wholly

The  Company  has  now  received valid acceptances of the Offer in respect of a total  of  163,000,000
Lambolle  Shares  representing,  in  aggregate, 88.10 per cent. of  Lambolle's  current  issued  share
capital.  This includes an acceptance received from Abby Adulayavichit, Chairman and Managing Director
of  Daily Internet, who is deemed to be acting in concert with Daily Internet, in respect of 1,000,000
Lambolle Shares, equivalent to 0.54 per cent. of the issued share capital of Lambolle.

All  conditions of the Offer, as set out in the Offer Document, save for Admission of  the  New  Daily
Internet  Shares,  have  now been satisfied or waived and accordingly, the  Offer  has  been  declared
unconditional in all respects. The Offer remains open for acceptance until further notice.

Application  for the admission of the New Daily Internet Shares to be issued to Lambolle  Shareholders
who  validly accepted the Offer by 1.00 p.m. on 9 March 2009 to trading on PLUS has been made  to  the
PLUS Market. It is expected that admission of such New Daily Internet Shares so allotted to trading on
PLUS will become effective and that dealings will commence at 8.00 a.m. on 23 March 2009.

As  described in the Offer Document, subject to any applicable requirements of the PLUS Market,  Daily
Internet intends to procure that Lambolle applies for cancellation of the admission to trading of  the
Lambolle Shares on PLUS. It is anticipated that cancellation of admission to trading will take  effect
on  or  about 24 March 2009. The cancellation of admission to trading on PLUS of Lambolle Shares  will
significantly reduce the liquidity and marketability of any Lambolle Shares not assented to the  Offer
and their value may be affected in consequence.

Settlement of consideration

Settlement  of  the consideration to which Lambolle Shareholders are entitled pursuant  to  the  Offer
shall  be despatched (or, in the case of Lambolle Shareholders holding their Lambolle Shares  held  in
uncertificated  form, shall be credited through CREST): (i) in the case of Lambolle  Shareholders  who
validly accepted the Offer by 1.00 pm on 9 March 2009, on or before 23 March 2009 (other than Lambolle
Shareholders  who validly accepted through CREST who are expected to be credited with  Daily  Internet
Shares  on or before 23 March 2009); and (ii) in the case of Lambolle Shareholders who validly  accept
after 1.00 pm on 9 March 2009, within 14 days of the receipt of such acceptances.

Compulsory Acquisition
As  described in the Offer Document, if Daily Internet receives acceptances under the Offer in respect
of  90 per cent. or more of the Lambolle Shares to which the Offer relates, Daily Internet intends  to
exercise  its right pursuant to the provisions of sections 979-982 (inclusive) of the Act  to  acquire
compulsorily the remaining Lambolle Shares to which the Offer relates on the same terms as the Offer.

Terms defined in the Offer Document dated 12 February 2009 have the same meaning in this announcement.

Save  as  disclosed  above, no Lambolle Shares have been acquired or agreed to be acquired  by  or  on
behalf  of Daily Internet or any person acting in concert with Daily Internet during the Offer  Period
and neither Daily Internet nor any person acting in concert with Daily Internet has the benefit of any
irrevocable  commitment or letter of intent in respect of any Lambolle Shares or has any  interest  in
any  Lambolle Shares, or any short position (whether conditional or absolute and whether in the  money
or otherwise and including any short position under a derivative), any agreement to sell, any delivery
obligation,  any right to require another person to purchase or take delivery, any stock borrowing  or
lending  arrangement  in respect of any Lambolle Shares, or any right to subscribe  for  any  Lambolle

Board Changes
As set out in the Offer Document, Michael Edelson, the current Chairman of Lambolle, will be appointed
to  the  board  of Daily Internet as Non-Executive Chairman and Abby Adulayavichit has  ceased  to  be
Chairman of the Company but will remain as Managing Director of Daily Internet.

John Michael Edelson (aged 64), Non-Executive Chairman
Michael  Edelson's current directorships include being the non-executive chairman of both EXC plc  and
Sterling  Green  Group  plc, both being companies admitted to trading on AIM.  He  is  also  executive
chairman of London & City Credit Corporation Limited. Historically, he has been a director of a number
of  companies  admitted to trading on AIM, including ASOS plc, Crawshaw Group plc (formerly  known  as
Felix  Group  plc),  Prestbury Group plc, Chelford Group plc, Knutsford Group plc,  Mercury  Recycling
Group  plc  and  Singer  and Friedlander AIM3 VCT plc and has been on the board of  Manchester  United
Football  Club Limited since 1982. Furthermore, Mr Edelson was Non-Executive Chairman of Bramhall  plc
(subsequently named Magic Moments Internet plc and then Host Europe plc), which acquired Magic Moments
Design Limited in September 1999.

Further  information  on Mr Edelson is set out in the notes below. Mr Edelson has  confirmed  that  no
further information is required to be disclosed under Appendix 1, paragraph 18 of the PLUS Rules.


Abby Adulayavichit                                                                 Tel: 0115 973 7260
Chairman and Managing Director
Daily Internet plc

Frank Lucas                                                                        Tel: 020 7628 1128
Peter Freeman
Loeb Aron & Co Limited
(PLUS Market Corporate Adviser to Daily Internet)

David Worlidge                                                                     Tel: 020 7628 2200
Simon Clements
John East & Partners Limited
(Financial Adviser to Daily Internet)

Under Appendix 1, paragraph 18 of the PLUS Rules, the following information is disclosed:

John Michael Edelson

Current Directorships and Partnerships
EXC plc and subsidiaries:
    David Conrad Investments Limited
    David Conrad (International) Limited
Lambolle Partners plc
London and City Credit Corporation Limited
Manchester United Football Club Limited
Manchester United Foundation
Manchester United Foundation (Trading) Limited
Marlborough Ventures plc
Novabank Group Ltd and subsidiaries:
    Novabank Capital Limited
    Novabank Holdings Limited
Paycorp PLC
Solidrock Limited
Soccerscoop Limited
Sportscoop Limited
Sterling Green Group plc (formerly Hamilton Partners plc)
Worthington Group plc

Previous Directorships and Partnerships
Pine Ventures plc (formerly Cheeky Moon Entertainment plc)
City Invoice Finance Limited
DM plc (formerly Poptones Group plc) and subsidiary:
    Poptones Investors Limited
Ethanol investments plc (formerly Enition plc)
Felix Group plc (formerly Chestnut Prospects plc)
Hartford Leisure Limited
In House Group plc (formerly Nadlan plc)
Novabank Ventures Limited
Optimistic Entertainment plc (formerly Willow Partners plc)
Oxygen Strategic Investors Limited (formerly Oxygen Partners Limited)
ParOS plc (formerly Oak Prospects plc)
Regenesis Group plc (formerly Poly Information plc)
Singer & Friedlander AIM 3 VCT plc
WWW Strategic Investment Strategy Limited (formerly WWW Investments Limited)

Michael  Edelson  was  a  director of M Edelson Limited and its subsidiaries which  were  placed  into
administrative receivership in November 1988.

The Daily Internet Directors accept responsibility for the information contained in this Announcement.
To the best of the knowledge and belief of the Daily Internet Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this Announcement is in accordance
with the facts and does not omit anything likely to affect the import of such information.

John East & Partners Limited, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Daily Internet and for no one else in connection with the Offer, and
will not be responsible to anyone other than Daily Internet for providing the protections afforded  to
customers  of  John East & Partners Limited nor for providing advice in relation to the Offer  or  any
matter referred to in this Announcement.

Unless  otherwise  determined by Daily Internet and permitted by applicable law  and  regulation,  the
Offer  is  not being made, and will not be made, directly or indirectly, in or into or by the  use  of
mails   or   other  means  of  instrumentality  (including,  without  limitation,  telephonically   or
electronically) of interstate or foreign commerce, or any facility of a national securities  exchange,
of a Restricted Jurisdiction (including the United States, Canada, Australia, Japan or the Republic of
South  Africa) and the Offer will not be capable of acceptance by such use, means, instrumentality  or
facilities  from  or within a Restricted Jurisdiction.  Accordingly, copies of this announcement,  the
Offer  Document  and related documents, including the Form of Acceptance (in respect  of  certificated
Lambolle  Shares), are not being, and must not be in whole or in part, directly or indirectly,  mailed
or  otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction.   Doing  so
may  render  invalid  any  purported acceptance of the Offer.  All Lambolle  Shareholders  (including,
without limitation, nominees, trustees or custodians) who would or otherwise intend to, or may have  a
contractual  or  legal obligation to, forward this announcement, the Offer Document  or  the  Form  of
Acceptance to any jurisdiction whether inside or outside the United Kingdom or to any overseas  person
should seek appropriate advice before taking any action.

The  availability of the Offer to persons not resident in the UK may be affected by the  laws  of  the
relevant jurisdictions in which they are located. Persons who are not resident in the UK should inform
themselves about and observe any applicable requirements.

This  announcement  does  not constitute, or form part of, an offer or an invitation  to  purchase  or
subscribe  for any securities.  The Offer is being made solely by the Offer Document and the  Form  of
Acceptance,  which together contain the full terms and conditions of the Offer, including  details  of
how the Offer may be accepted.

Contact Information

  • Daily Internet plc