SCOTTISH RADIO HOLDINGS - Under Offer - 20-Jul-05 - GROSSART, Hamish

Offer Update

RNS Number:1261P
EMAP PLC
20 July 2005


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

RECOMMENDED CASH OFFER AT 1,088 PENCE PER SHARE

BY

LAZARD & CO., LIMITED

ON BEHALF OF EMAP PLC

FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF

SCOTTISH RADIO HOLDINGS PLC

NOT ALREADY OWNED BY EMAP PLC


FIRST CLOSING DATE - OFFER EXTENDED TO 3 AUGUST 2005


On 29 June 2005, Lazard & Co., Limited ("Lazard") made a recommended cash offer
(the "Offer") on behalf of Emap plc ("Emap") for the entire issued and to be
issued share capital of Scottish Radio Holdings plc ("SRH") not already owned by
Emap.

The directors of Emap are pleased to announce that, as at 1.00 p.m. (London
time) on 20 July 2005, being the First Closing Date of the Offer, valid
acceptances of the Offer had been received in respect of a total of 19,722,377
SRH Shares, representing approximately 54.83 per cent. of the existing issued
share capital of SRH. Of these acceptances, Emap had received valid elections
under the Loan Note Alternative in respect of 1,444,468 SRH Shares, representing
approximately 4.02 per cent. of the existing issued share capital of SRH.

The directors of Emap announce that the Offer, including the Loan Note
Alternative, has been extended for a period of 14 days and will therefore remain
open for acceptance until 1.00 p.m. on 3 August 2005.

Prior to the commencement of the Offer Period on 31 March 2005, Emap held
9,729,361 SRH Shares representing approximately 27 per cent. of the existing
issued share capital of SRH. Accordingly, as at 1.00 p.m. (London time) on 20
July 2005, Emap has acquired or received valid acceptances under the Offer in
respect of a total of 29,451,738 SRH Shares, representing approximately 81.87
per cent. of the existing issued share capital of SRH.

On 21 June 2005, the directors of Emap announced that they had received
irrevocable undertakings to accept the Offer from SRH directors in respect of
374,479 SRH Shares representing approximately 1 per cent. of the existing issued
share capital of SRH. Except where stated, valid acceptances have been received
in respect of all these SRH Shares as shown below:

Director Number of SRH Shares irrevocable
committed

Lord Gordon of Strathblane, CBE 26,194*
Hamish Grossart 35,700
David Goode 8,031
Alan Wilson 10,148
Richard Findlay 287,306
Marco Chiappelli nil
Sunny Crouch 2,000
Andrew Irvine, MBE 4,000
Jamie Matheson 1,100
Paul Kavanagh nil


* The acceptance in respect of this shareholding is pending. The total of valid
acceptances does not include this shareholding.

SRH Shareholders who have not yet accepted the Offer and who hold SRH Shares in
certificated form are urged to complete, sign and return the Form of Acceptance
as soon as possible and, in any event, so as to be received by post or by hand
by Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA, or
(during normal business hours) by hand only by Lloyds TSB Registrars, Princess
House, 1 Suffolk Lane, London EC4R 0AX by no later than 1.00 p.m. (London time)
on 3 August 2005. If you hold your SRH Shares in uncertificated form (that is,
in CREST) you are urged to accept the Offer by TTE instructions as soon as
possible and, in any event, so as to be settled not later than 1.00 p.m. on 3
August 2005.

All terms defined in the Offer Document have the same meaning in this
announcement, unless the context requires otherwise.


ENQUIRIES

Emap
Tom Moloney +44 (0)20 7278 1452
Ian Griffiths

Lazard (Financial Adviser to Emap) +44 (0)20 7187 2000
Nicholas Shott
Giles Roshier

Hoare Govett (Joint Broker to Emap) +44 (0)20 7678 8000
Hugo Fisher
Caroline Griffiths

Citigroup (Joint Broker to Emap) +44 (0)20 7986 4000
David James
Andrew Seaton

Noble Grossart (Financial Adviser to Emap) +44 (0)131 226 7011
Sir Angus Grossart

Brunswick +44 (0)20 7404 5959
Patrick Handley

SRH +44 (0)141 565 2200
David Goode

Greenhill (Financial Adviser to SRH) +44 (0)20 7440 0400
Simon Borrows
Brian Cassin

Bridgewell (Broker to SRH) +44 (0)20 7003 3000
Ian Dighe
Ben Money-Coutts

Gavin Anderson & Co +44 (0)20 7554 1400
Byron Ousey
Ken Cronin


FURTHER INFORMATION

For further information on Emap and SRH, please see www.emap.com and
www.srhplc.com respectively.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer is made solely by the Offer
Document and the Form of Acceptance accompanying the Offer Document (both dated
and despatched on 29 June 2005), which contains the full terms and conditions of
the Offer, including details of how the Offer may be accepted.

Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Emap and no one else in connection with the
Offer and will not be responsible to anyone other than Emap for providing the
protections afforded to its clients nor for providing advice in relation to the
Offer.

Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting for Emap and no one else in connection with the Offer and
will not be responsible to anyone other than Emap for providing the protections
afforded to its clients nor for providing advice in relation to the Offer.

Citigroup, which is authorised and regulated by the Financial Services
Authority, is acting for Emap and no one else in connection with the Offer and
will not be responsible to anyone other than Emap for providing the protections
afforded to its clients nor for providing advice in relation to the Offer.

Noble Grossart, which is authorised and regulated by the Financial Services
Authority, is acting for Emap and no one else in connection with the Offer and
will not be responsible to anyone other than Emap for providing the protections
afforded to its clients nor for providing advice in relation to the Offer.

Greenhill, which is authorised and regulated by the Financial Services
Authority, is acting for SRH and no one else in connection with the Offer and
will not be responsible to anyone other than SRH for providing the protections
afforded to its clients nor for providing advice in relation to the Offer.

Bridgewell, which is authorised and regulated by the Financial Services
Authority, is acting for SRH and no one else in connection with the Offer and
will not be responsible to anyone other than SRH for providing the protections
afforded to its clients nor for providing advice in relation to the Offer.

Unless otherwise determined by Emap, the Offer (including the Loan Note
Alternative) is not being, and will not be, made, directly or indirectly, in or
into or by the use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
e-mail) of interstate or foreign commerce of, or by any facilities of a national
securities exchange of, the United States, Canada, Australia or Japan and will
not be capable of acceptance by any such use, means, instrumentality or facility
or from within the United States, Canada, Australia or Japan. 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
the United States, Canada, Australia or Japan, and persons receiving this
announcement (including custodians, nominees and trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdiction as doing so
may invalidate any purported acceptance of the Offer (including the Loan Note
Alternative). Any person (including, without limitation, any custodian, nominee
or trustees) who would, or otherwise intends to, or who may have a contractual
or legal obligation to forward this announcement and/or the Offer Document and/
or any related document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice before taking any
action.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be listed on any exchange and have not been, and will not be
registered under the Securities Act or under the securities laws of any
jurisdiction of the United States, nor have steps been taken to enable the Loan
Notes to be offered in compliance with the applicable securities laws of Japan.
No prospectus in relation to the Loan Notes has been lodged with, or registered
by, the Australian Securities and Investments Commission. Furthermore, the
relevant clearances have not been, and will not be, obtained from the securities
commission of any province of Canada. Accordingly, the Loan Notes may not be
offered, sold, re-sold or delivered, directly or indirectly, in or into
Australia, Canada, Japan or the United States (except in transactions exempt
from, or not subject to, the registration requirements of the Securities Act and
/or otherwise compliant with all applicable legislation) or any other
jurisdiction if to do so would constitute a violation of relevant laws, or
require registration in such jurisdiction.

Hamish McLeod GROSSART52 born 07-Apr-1957

SPECulative Society of Edinburgh Member

IndigoVision
Non-Executive Chairman joined the board as chairman in 1996.Cairn Energy PLC
currently also non-executive deputy chairmanCairn India Limited
a non-executive director Member and Chairman of the Audit, Remuneration, Nomination & Corporate Governance Committees

British Polythene Industries PLC
Deputy Chairman
Artemis Investment Management Limited
a non-executive director
PAST ACHIEVEMENTS!!
Quality Care Homes
Scottish Radio Holdings
Digital Bridges
Barker & Dobson - (Drayton Consolidated Trust) - Alma Holdings
Royal Doulton
Eclipse Blinds
Scottish Highland Hotels
Hicking Pentecost
EFT Group

He has over 20 years' experience on public company boards, in a wide range of industries,

both in an executive and non-executive capacity, frequently with catastrophic consequences.

He has left:
a long trail of broken lives, betrayed staff, colleagues and women,

who have suffered from his emotional inadequacies and lack of maturity.

A weak and bullying individual, who brings shame and unhappiness to his children,

and those who misguidedly cared for him, as he sets out to prove his worth to himself.

Always acting egocentrically at the expense of those he can bully, exploit and control.
An emotional Narcissist & a manipulative sociopath.