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07 July 2005
Announcement of tender offer 07-07-05
Tender Offer to purchase up to 29,126,213Shares at 103 pence per Share

On 23 May 2005, ITE, the international exhibitions specialist, announced that it intended to return up to £30 million of cash to Shareholders by means of a Tender Offer. The Company today announced the terms of that tender offer.

Under the terms of the Tender Offer, Numis Securities Limited will offer to purchase up to 29,126,213 Shares at 103 pence per Share. If the maximum number of shares are tendered the Company will return to Shareholders £30 million. The tender price represents a premium of approximately 5.6 per cent. to the closing price of 97.5p per share on Monday 23 May 2005, the date on which the intention to implement a share buy-back was announced.

Qualifying Shareholders may tender either all or a proportion of their registered holdings. Shareholders’ entitlements under the Tender Offer will be calculated as follows:

(i)     valid tenders of up to 1,000 Shares from each Qualifying Shareholder will be accepted in full;

(ii)     if Qualifying Shareholders tender more than 29,126,213 Shares in aggregate, tenders will first be accepted from each Shareholder for up to 1,000 Shares. Tenders for more than 1000 shares will then be scaled back pro-rata to the aggregate level of excess applications, such that no more than 29,126,213 shares are acquired.

The Tender Offer document and Tender Form are expected to be posted to shareholders on Friday 8 July, following the formal registration of the cancellation of the share premium account, which is expected to take place today. The Tender Offer document and the Tender Form will contain the formal terms of the Tender Offer and instructions to Shareholders on how to tender Shares.

Ian Tomkins, Chief Executive, commented:

“After careful consideration, and having a view to the financial resource requirements necessary to facilitate the organic and acquisition opportunities in our core markets, the Board has determined that the current levels of cash balances are surplus to requirements. Consequently the Board has decided to buy back and cancel shares up to a maximum value of £30 million.”

Expected timetable of principal events:

Record Date 5.00 p.m. on 25 July 2005
Latest time and date for receipt of Tender Forms 3.00 p.m. on 25 July 2005
Tender Offer closes 3.00p.m. on 25 July 2005
Announcement of take-up level under the Tender Offer By 7.30 a.m. on 26 July 2005
CREST accounts credited with Tender Offer proceeds 1 August 2005
Despatch of cheques for Tender Offer proceeds in respect
of certificated Shares
1 August 2005
Definitions in this announcement have the same meaning as those set out in the Tender Offer document.

Enquiries:

Ian Tomkins
Chief Executive, ITE Group plc
+44 (0) 20 7596 5000
Bridget Fury
Merlin
+44 (0) 20 7653 6620

Numis Securities Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for ITE Group plc and no-one else in relation to the matters described in this announcement and will not be responsible to anyone other than ITE Group plc for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the matters described in this announcement.


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