365 365 Agile Group

RNS Number:3829Q
British Sky Broadcasting Group PLC
30 January 2007




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



                             RECOMMENDED CASH OFFER

                                      by

                              SKY HOLDINGS LIMITED

                          a wholly-owned subsidiary of

                       BRITISH SKY BROADCASTING GROUP PLC

                                      for

                              365 MEDIA GROUP PLC



On 23 January 2007, the Offer was declared unconditional in all respects.

Following the announcement on 17 January 2007 that the Offer had become
unconditional as to acceptances, Sky Holdings announces that, as at 3.00 p.m.
(London time) on 29 January 2007, Sky Holdings has acquired or received valid
acceptances under the Offer in respect of a total of 137,747,957 365 Media
Shares, representing approximately 97.1 per cent. of the existing share capital
of 365 Media.

As valid acceptances of the Offer have been received in respect of more than
nine-tenths in value of 365 Media Shares to which the Offer relates, Sky
Holdings has today sent to non-assenting 365 Media Shareholders notices
implementing the procedure set out in sections 428 to 430F of the Companies Act
1985 to acquire compulsorily those 365 Media Shares which have not been assented
to the Offer.

The Offer will remain open for acceptance until further notice and remains
subject to the terms set out in the Offer Document.

On 24 January 2007, application was made to the London Stock Exchange for the
cancellation of the admission of 365 Media Shares to AIM in accordance with Rule
41 of the AIM Rules, such cancellation of admission will take effect on 20
February 2007, which is 20 business days following the date of that
announcement.

Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 15 December 2006.



ENQUIRIES

Sky

Analysts / Investors:
Andrew Griffith
Robert Kingston
+44 (0)20 7705 3000

Press:
Robert Fraser
+44 (0)20 7705 3000

Lazard & Co., Limited (Financial Adviser to Sky)
Peter Warner
Sarah Carter
+44 (0)20 7187 2000

Merrill Lynch International (Broker to Sky)
Mark Astaire
Peter Brown
+44 (0)20 7628 1000

Finsbury
Alice Macandrew
Guy Lamming
+44 (0)20 7251 3801

365 Media

Peter Dubens, Executive Chairman
+44 (0)20 7766 6909

UBS Investment Bank (Financial Adviser to 365 Media)
Jason Katz
Jonathan Evans
+44 (0)20 7567 8000

Financial Dynamics
Edward Bridges
Juliet Clarke
Hannah Sloane
+44 (0)20 7831 3113



For further information on Sky and 365 Media, please see www.sky.com and
www.365mediagroup.co.uk, respectively.

This announcement does not constitute, or form part of, an offer or solicitation
of any 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 being made solely by the Offer Document and the Form of
Acceptance, which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any acceptance or other response to
the Offer should be made on the basis of the information contained in the Offer
Document and Form of Acceptance.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located.  In particular (as described in paragraph 7 of Part B and paragraph
(c) of each of Parts C and D of Appendix I to the Offer Document), the Offer
will not be made directly or indirectly into the United States, Canada,
Australia or Japan. Persons who are not resident in the United Kingdom should
inform themselves about, and observe, any applicable legal or regulatory
requirements.

Unless permitted by applicable law and regulation, the Offer 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 the Offer 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 and any other documents related to the Offer 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 such documents (including custodians, nominees and trustees)
must not mail or otherwise distribute or send such documents in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the
Offer.

The Loan Notes that may be issued pursuant to the Offer are not, and will not
be, registered under the US Securities Act or under the relevant securities laws
of any state, district or other jurisdiction of the United States.  Accordingly,
Loan Notes may not be offered, sold, resold or delivered, directly or
indirectly, in, into or from the United States (or to any residents thereof) if
to do so would constitute a violation of the relevant laws of such jurisdiction.
In addition, the relevant clearances and registrations have not been, and will
not be, sought to enable the Loan Notes to be offered in compliance with the
applicable securities laws of Canada, Australia or Japan (or any province or
territory thereof, if applicable) or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.  Accordingly,
Loan Notes may not be offered, sold, resold or delivered, directly or
indirectly, in, into or from Canada, Australia or Japan (or to any residents
thereof) or any other jurisdiction (or to residents in that jurisdiction) if to
do so would constitute a violation of the relevant laws of such jurisdiction.


Rule 8 Disclosures

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of 365 Media, all "dealings" in any "relevant securities" of 365
Media by such person (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction.  This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends.  If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of 365 Media, they will be deemed to be a single person for the
purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of 365 Media, by Sky Holdings or 365 Media or by any of their
respective "associates" (within the meaning of the Code), must be disclosed no
later than 12.00 noon (London time) on the business day following the date of
the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.

If you are in doubt as to the application of Rule 8 to you, please contact an
independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone (+44 (0)20 7638 0129) or by fax (+44 (0)20 7236
7013).

Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Sky and Sky
Holdings and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Sky and Sky Holdings for providing
the protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or this announcement or any matter referred to in this
announcement.

Merrill Lynch, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as broker to Sky and Sky
Holdings and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Sky and Sky Holdings for providing
the protections afforded to clients of Merrill Lynch nor for providing advice in
connection with the Offer or this announcement or any matter referred to in this
announcement.

UBS is acting exclusively as financial adviser to 365 Media and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than 365 Media for providing the protections afforded to clients of
UBS nor for providing advice in connection with the Offer or this announcement
or any matter referred to in this announcement.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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