PGX Punch Graphix

RNS Number:7688P
Punch International NV
18 January 2007



Not for release, distribution or publication in or into the United States,
Canada, Australia, Japan or any other jurisdiction where it is unlawful to do
so.


                   Mandatory Cash Offer for Punch Graphix plc

                           by Punch International NV

                              Shareholder circular


Further to the announcement made on 8 January 2007 of the posting of an offer
document in relation to a mandatory cash offer for Punch Graphix by Punch
International (the "Offer Document"), Punch International announces that a
circular is being posted to qualifying Punch Graphix Shareholders (and to
participants in the Punch Graphix LTIP for information only) today in order to
enable the Punch International Directors to clarify their position as to their
intentions regarding the cancellation of trading on AIM of Punch Graphix Shares
(the "Circular").

The Board of Punch International wishes to confirm that, even if Punch
International receives acceptances which will result in Punch International
holding Punch Graphix Shares carrying more than 75 per cent. of the voting
rights, Punch International will ensure that Punch Graphix Shares continue to be
admitted to trading on AIM or are admitted to trading on London Stock Exchange's
market for listed securities or on a Euronext securities market.

However, if Punch International receives acceptances under the Offer in respect
of, and/or otherwise acquires 90 per cent. or more of the Punch Graphix Shares
to which the Offer relates and the Offer becomes or is declared unconditional in
all respects, Punch International intends to exercise its rights pursuant to the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily all remaining Punch Graphix Shares on the same terms as the Offer
and on or around the same time it would also seek the cancellation of trading on
AIM of the Punch Graphix Shares.

In all other respects there are no other changes (material or otherwise) to the
contents of the Offer Document. Accordingly, the conditions and certain further
terms of the Offer remain the same and are unchanged.

To accept the Offer in respect of Punch Graphix Shares held in certificated
form, the Form of Acceptance should be completed, signed and returned by Punch
Graphix Shareholders in accordance with the instructions set out in the Offer
Document and on the Form of Acceptance, so as to be received by Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU as soon as possible and, in any event, no later than 1.00 p.m. on 30
January 2007.

To accept the Offer in respect of Punch Graphix Shares held in uncertificated
form (that is, in CREST), Punch Graphix Shareholders should take the action set
out in paragraph 13(b) of Part I of the Offer Document to transfer or procure
the transfer of their Punch Graphix Shares to an escrow balance by no later than
1.00 p.m. on 30 January 2007.

The Circular, along with the Offer Document and the other documents on display
(as described in the Offer Document) are available for inspection during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
at the offices of O'Melveny & Myers LLP, Warwick Court (4th Floor), 5
Paternoster Square, London, EC4M 7DX.

Terms defined in the Offer Document have the same meaning in this announcement.


Enquiries:

Punch International NV                Tel: +32 (0) 9 243 48 40
Wim Deblauwe

KBC Peel Hunt Ltd                     Tel: +44 (0) 20 7418 8900
David Anderson


General


This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. Any acceptance or other response to the
Offer Document should be made only on the basis of the information contained to
in the Offer Document.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.

The Offer is not being made, directly or indirectly, in, into or from the United
States, or by use of the United States mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
e-mail) of United States interstate or foreign commerce, or any facility of a
national securities exchange of the United States, Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction. Accordingly, this announcement, copies of this
announcement, the Circular, the Offer Document, the Form of Acceptance and any
related documents are not being and must not be mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in, into or from the United States, Canada, Australia or Japan or any other
jurisdiction where it would be unlawful to do so. All Punch Graphix Shareholders
(including nominees, trustees or custodians) who would, or otherwise intend to,
forward this announcement, the Circular, the Offer Document, the Form of
Acceptance or any related documents should inform themselves about and observe
any applicable requirement. Further information for overseas Punch Graphix
Shareholders is set out in paragraph 6 of Part B of Appendix I to the Offer
Document.

KBC Peel Hunt, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for Punch International and for no-one
else in connection with the Offer and is not advising any other person or
treating any other person as its client in relation thereto and will not be
responsible to anyone other than Punch International for providing the
protections afforded to clients of KBC Peel Hunt, or for giving advice to any
other person in relation to the Offer, the contents of this announcement or any
other matter referred to herein.

The Punch International Directors, whose names are set out in the Circular and
the Offer Document, accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Punch International
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement in accordance with the facts and
does not omit anything likely to affect the import of such information.





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

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