Small Cap Monitor:

Just Group’s Special Committee To Review Offer
April 7th. 2008

Fashion retailer, Just Group (JST) has today formally replied to a take-over bid from Solomon Lew’s Premier Group last week, urging shareholders to take no action.

Just Group, which owns brands including Peter Alexander, Dotti, Portmans and Just Jeans said a special board committee has been formed to evaluate and respond to Premier’s offer.

It advised shareholders to take no action in relation to Premier’s offer until the recommendation has been provided by the special board committee in Just Group’s Target Statement.

“Shareholders should wait for our Target’s Statement before making a decision. Shareholders will be given sufficient time to properly consider Premier’s proposed offer,” Just Group said.

The Premier offer values Just at between $4.11 and $4.46 per share, with an offer of $2.20 cash, including the 10.5c per share interim dividend declared by Just Group on March 5, and 0.25 Premier shares for each Just share.

Premier, which already holds a controlling 22.8% stake in Just Group, said its offer represents an implied premium of 16.9% to 26.8% to the Just Group closing share price of $3.52 last Friday, March 28.

In its offer last week Premier said its $2.20 per share cash offer gives Just shareholders an opportunity to realise a substantial immediate cash amount for part of their investment in Just Group in a time of increased share market volatility, declining consumer confidence and escalating uncertainty for the outlook of the Australian, New Zealand and international economies.

“The board and management of Just Group have achieved continuous sales and profit growth over the past seven years, including record first half results for 2008. We are committed to ensuring that all our shareholders benefit fully from Just Group’s underlying value and growth potential,” Just Group said.

“We have powerful brands and an outstanding retail machine that is capable of rapidly adjusting to changes in the business environment,” Just Group chairman Ian Pollard said.

“We are committed to ensuring that shareholders benefit fully from Just Group’s underlying value and growth potential. We also remain dedicated to our objective of being one of the world’s most exciting retailers,” he said.

Just Group’s market capitalisation is about $837 million.

Shares in JST added 3 cents to $4.06.

Consolidate Media Takeover Deal Falls Through.

The takeover of Consolidated Media Holdings will no longer go ahead despite much negotiation.

Lachlan Murdoch’s company Illyria had withdrawn its non-binding indicative proposal to acquire 100% of CMH.

In a letter to CMH, it advised that as of today it is not “in a position to proceed with the Indicative Proposal due to material changes in the overall transaction terms.”

Shares in Consolidated Media Holdings (ASX:CMJ) emerged from a trading halt unscathed, during which the details of the multi-billion dollar deal by a joint consortium were being mulled over.

The buyout, worth $3.3 billion, stalled last month after Murdoch’s company Illyria lost equity financing arrangements with SPO Partners & Co of San Francisco.

The deal had since been revived after a new financier came to the fore, US. Private equity firm Providence Equity Partners.

The Age newspaper reported the two were in negotiations over the price of the deal throughout the weekend.

Murdoch, who quit as deputy chief operating officer at News in July 2005, and Packer were offering a total of $4.80 a share in cash and shares in Seek (27% of which is owned by CMH).

Under the deal, Illyria (Lachlan Murdoch) and its equity partners would create a 50-50 joint venture with Cons Media’s major shareholder Consolidated Press Holdings Ltd (Conspress) as part of a consortium.

Consolidated Media Holdings was spun off from PBL in November, which split into CMH and a gaming related company called Crown, trading under ASX:CWN.

CMH holds investments in a diversified portfolio of market leading media assets including PBL Media (50%), Foxtel (25%), Fox Sports (50%), Seek (27.1%) and Ticketek (100%).

Consolidated Media shares last traded at $4.07.

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