Freepages Group PLC
Ticker:FREEF Information House, Parkway Court
Exchange:NASDAQ-National Market Oxford, UK OX4 2JY
Industry:High-Tech (SIC Code 7375)

Offering Information
Type of Shares:American Depositary Receipts Filing Date:2/4/97
U.S. Shares:5,000,000 Offer Date:3/3/97
Non-U.S. Shares:0 Filing Price:$13.97
Primary Shares:5,000,000 Offer Price:$15.39
Secondary Shares:0 Gross Spread:$0.92
Offering Amount: $69,850,001 Selling:$0.55
Expenses:$2,500,000 Reallowance:$0.00
Shares Out After:24,206,337

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 761-5900
Cowen & CompanyCo-manager (212) 495-6000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Weil, Gotshal & Manges
Bank's Law Firm: Davis, Polk & Wardwell
Auditor: KPMG Accountants N.V.
Registrar/Transfer Agent: Neville Registrars

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 12/31/96 12/31/96
Revenue:$7.39$3.92Assets:$5.25
Net Income:-$15.77-$3.54Curr Assets:
EPS:-$4.73-$0.92Liabilities:$4.26
Prior EPS:-$3.06Curr Liabilities:
Cash Flow/Oper:-$13.26Equity:$0.99
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides information by telephone and over the Internet. The company, through its service known as "Freepages", provides users with classified business and cinema and film information through three classified information services: the Classified Business Directory, the Branch and Brand Locator and the Arts and Entertainment Guide. Currently, each of these services is easily accessible to users at either no or low cost by fixed line or mobile telephone and via the Internet. Since its inception the company has derived substantially all of its revenues from advertiser listings in its Classified Business Directory. The company has recently started to derive revenues from a number of new sources, including advertiser listings in its Branch and Brand Locator service, fees paid by advertisers for data capture services and fees from the sale and design of advertising pages on the company's Internet site.

Competition
The classified directory advertising market consists primarily of directories or other listings of suppliers of goods and services classified by reference to goods or services that are distributed primarily to consumers by a variety of media, including printed directories and electronic forms of distribution, including the telephone, the Internet and CD-ROMs. Classified directory advertising generally is provided to consumers at no or low cost, although there are some classified directories or listings paid for by the users.

Business Plan
In order to increase revenues, the company is seeking, with respect to both its Classified Business Directory and Branch and Brand Locator service, to increase sales of initial advertiser listings, optimize advertising rates and increase advertiser renewals, and the average order value per advertiser. The principal components of the company's strategy are the following: 1) increase brand awareness; 2) increase sale efforts; 3) focus on the quality of services provided to users and advertisers; 4) expand value-added content and services provided to users; 5) expand value-added products, services and distribution methods provided to advertisers; 6) expand into new geographic markets; 7) enter into additional strategic alliances.

Use of Proceeds
The proceeds from the proposed offering will be used to fund strategic joint ventures and acquisitions, to establish a second national Call Center and a new London field and telesales office, to continue the upgrade of its information technology and content and for general corporate purposes.

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