FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

20 April, 2005

Commission File Number: 000-28994

Eidos plc

Wimbledon Bridge House,
1 Hartfield Road, Wimbledon,
London, United Kingdom
44 208 636 3000
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__N/A_____

			Page

Definitions			3

Part 1	Letter of Recommendation from the Chairman of Eidos		8

Part 2	Letter from KBC Peel Hunt		13

Appendix I	Conditions and Further Terms of the Offer		26
	Part A	Conditions of the Offer	26
	Part B	Further terms of the Offer	32
	Part C	Form of Acceptance	42
	Part D	Electronic Acceptances	46

Appendix II	Additional Information		49

the “Act” or the “Companies Act”	the Companies Act 1985, as amended

“Admission”	the admission of the Offer Shares to the Official List and to trading
	on London Stock Exchange plc’s market for listed securities

“Announcement”	the announcement of the Offer made by SCi in accordance with
	Rule 2.5 of the City Code on 22 March 2005

“Application Form”	the application form in respect of the Open Offer

“Australia”	the Commonwealth of Australia, its states, territories or possessions

“Business Day”	a day, other than a Saturday or a Sunday, on which clearing banks
	are generally open for business in the UK

“Canada”	Canada, its possessions, provinces, territories and all areas subject
	to its jurisdiction or any political subdivision thereof

“Capita”	Capita Registrars, of The Registry, 34 Beckenham Road,
	Beckenham, Kent BR3 4TH, the registrars and receiving agents of
	SCi

“Capita Registrars”	the trading division of Capita IRG Plc

“certificated” or “in certificated form”	the description of a share or other security which is not in
	uncertificated form (that is, not in CREST)

“City Code” or “Code”	the City Code on Takeovers and Mergers

“Closing Price”	the closing mid-market price of an Eidos Share or SCi Share (as the
	context requires), unless otherwise specified, on 18 April 2005,
	being the last Business Day prior to the posting of this document, as
	derived from the Official List

“CREST”	the relevant system for trading shares in uncertificated form in
	respect of which CRESTCo is the operator

“CRESTCo”	CRESTCo Limited, the operator of CREST

“CREST Member”	a person who has been admitted by CRESTCo as a system-member
	(as defined in the CREST Regulations)

“CREST Participant”	a person who is, in relation to CREST, a system-participant (as
	defined in the CREST Regulations)

“CREST Regulations”	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as
	from time to time amended

“CREST Sponsor”	a CREST Participant admitted to CREST as a CREST Sponsor

“CREST Sponsored Member”	a CREST Member admitted to CREST as a sponsored member and
	at the sponsorship of a CREST Sponsor

“Eidos”	Eidos plc

“Eidos Board” or “Eidos Directors”	the directors of Eidos, whose names are set out in paragraph 2(b) of
	Appendix II to this document


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“Eidos Group”	Eidos and its subsidiaries and its subsidiary undertakings

“Eidos Optionholders”	holders of options to acquire and awards over Eidos Shares under
	the Eidos Share Incentive Schemes

“Eidos Shareholders”	registered holders of Eidos Shares

“Eidos Share Incentive Schemes”	the Eidos Share Option Schemes and the Eidos Share Schemes
	when referred to collectively

“Eidos Share Option Schemes”	the following share incentive schemes operated by Eidos:
	(a) 2003 Approved Share Option Plan;
	(b) Approved Share Option Scheme (pre 2003);
	(c) 2003 Unapproved Share Option Plan;
	(d) Share Option Scheme (Unapproved pre 2003);
	(e) Amended and Re-Stated 1997 Stock Option Plan;
	(f) 1997 US Stock Option Plan;
	(g) UK Sharesave Scheme; and
	(h) International Sharesave Scheme

“Eidos Share Schemes”	the following share schemes operated by Eidos:
	(a) US Employee Stock Purchase Plan;
	(b) 2003 Performance Share Plan; and
	(c) Restricted Stock Plan

“Eidos Shares”	the existing unconditionally allotted fully paid ordinary shares of 2p
	each in Eidos and any further such ordinary shares which are
	unconditionally allotted and/or issued at or before the time at which
	the Offer ceases to be open for acceptance (or such earlier date or
	time not being earlier than the date on which the Offer becomes or
	is declared unconditional as to acceptances or, if later, the first
	closing date of the Offer, as SCi may, subject to the Code, decide)
	including such further ordinary shares as may be unconditionally
	allotted or issued pursuant to the exercise of options and/or awards
	under any Eidos share option and/or incentive scheme or otherwise

“Electronic Acceptance”	the inputting and settling of a TTE instruction which constitutes or
	is deemed to constitute an acceptance of the Offer on the terms set
	out in this document

“Elevation”	Elevation Partners, L.P.

“Enlarged Group”	the SCi Group as enlarged by the acquisition of Eidos

“ESA Instruction”	an Escrow Account Adjustment Input (AESN), transaction type
	“ESA” (as defined in the CREST manual issued by CRESTCo)

“Escrow Agent”	the Receiving Agent (in its capacity as Escrow Agent as described
	in the CREST Manual issued by CRESTCo)

“Existing Ordinary Shares”	SCi Shares in existence at the date of this document

“Extraordinary General Meeting”	the extraordinary general meeting of SCi to be held on 13 May 2005
or “EGM”	to consider and, if thought fit, to pass the Resolution in connection
	with the Offer and the Placing and Open Offer

“First Closing Date”	10 May 2005



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“Form of Acceptance”	the form of acceptance and authority for use in connection with the
	Offer

“FSA”	the Financial Services Authority

“Issue Price”	300p per Placing and Open Offer Share

“Japan”	Japan, its cities, prefectures, territories and possessions

“KBC Peel Hunt”	KBC Peel Hunt Ltd

“Listing Rules”	the Listing Rules of the UK Listing Authority

“London Stock Exchange”	London Stock Exchange plc

“member account ID”	the identification code or number attached to any member account
	in CREST

“New SCi Shares”	together, the Offer Shares and the Placing and Open Offer Shares

“Offer”	the offer by KBC Peel Hunt on behalf of SCi to acquire all the Eidos
	Shares on the terms and subject to the conditions set out or referred
	to in this document and the Form of Acceptance including, where
	the context requires, any subsequent revision, variation, extension
	or renewal thereof

“Offer Document”	this document containing details of the Offer

“Offer Period”	the period commencing on 3 August 2004 and ending on whichever
	is the later of (i) 1.00 p.m. on the First Closing Date, (ii) the date on
	which the Offer lapses, and (iii) the date on which the Offer
	becomes or is declared unconditional as to acceptances

“Offer Shares”	the SCi Shares to be issued pursuant to, or as a consequence of, the
	Offer

“Official List”	the list maintained by the UK Listing Authority for the purposes of
	Part VI of the Financial Services and Markets Act 2000

“Open Offer”	the conditional invitation made to SCi Qualifying Shareholders to
	apply to subscribe for the Open Offer Shares, as described in the
	Prospectus

“Open Offer Shares”	the 3,372,316 SCi Shares which are being made available to SCi
	Qualifying Shareholders under the Open Offer

“Panel” or “Takeover Panel”	the Panel on Takeovers and Mergers

“participant ID”	the identification code or membership number used in CREST to
	identify a particular CREST Member or other CREST Participant

“Placing”	the conditional placing by KBC Peel Hunt of 20,038,982 SCi
	Shares subject, in the case of the Open Offer Shares, to clawback to
	satisfy valid applications by SCi Qualifying Shareholders

“Placing Agreement”	the conditional agreement dated 22 March 2005 in connection with
	the Placing and the Open Offer made between SCi and KBC Peel
	Hunt, the principal terms of which are summarised in paragraph 10
	of Part VII of the Prospectus

“Placing and Open Offer”	together, the Placing and Open Offer

“Placing and Open Offer Shares”	together, the Placing Shares and the Open Offer Shares



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“Placing Shares”	the 16,666,666 new SCi Shares being placed by KBC Peel Hunt in
	the Placing (but which are not subject to the Open Offer)

“Prospectus”	the prospectus dated 19 April 2005 issued by SCi in connection
	with, inter alia, the Offer, the Open Offer and the Placing

“Receiving Agent”	Capita

“Record Date”	the close of business on 22 March 2005

“Regulatory Information Service”	any of the services set out in schedule 12 to the Listing Rules for the
	purposes of Part VI of the Financial Services and Markets Act 2000

“Resolution”	the special resolution of SCi to be proposed at the Extraordinary
	General Meeting

“SCi”	SCi Entertainment Group Plc

“SCi Directors” or “SCi Board”	the directors of SCi whose names are set out in paragraph 2(a) of
	Appendix II to this document

“SCi Group”	SCi and its subsidiaries and its subsidiary undertakings

“SCi Optionholders”	the holders of SCi Share Options

“SCi Shareholders”	holders of SCi Shares

“SCi Shares” or “Ordinary Shares”	ordinary shares of 5p each in the capital of SCi

“SCi Share Options”	existing options granted over SCi Shares

“SCi Share Option Scheme”	SCi’s unapproved share option scheme

“SCi Qualifying Shareholders”	those holders of SCi Shares on the register of members of SCi at the
	close of business on the Record Date

“TFE instruction”	a transfer from escrow instruction (as described in the CREST
	manual issued by CRESTCo)

“TTE instruction”	a transfer to escrow instruction (as defined by the CREST manual
	issued by CRESTCo)

“UBS” or “UBS Investment Bank”	UBS Investment Bank, a business group of UBS AG and UBS
	Limited

“UK Listing Authority”	The Financial Services Authority acting in its capacity as the
	competent authority for the purposes of Part VI of the Financial
	Services and Markets Act 2000

“uncertificated” or “in uncertificated	in relation to a share or other security, a share or security title to
form”	which is recorded on the relevant register of the share or security
	concerned as being in uncertificated form in CREST and title to
	which, pursuant to the CREST Regulations, may be transferred by
	means of CREST

“United Kingdom” or “UK”	the United Kingdom of Great Britain and Northern Ireland and its
	dependent territories

“United States”, “USA” or “US”	the United States of America, its territories and possessions, any
	state of the United States of America and the District of Columbia
	and all other areas subject to its jurisdiction and any political
	subdivision thereof


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“US person”	as defined by Regulation S under the US Securities Act 1933 as
	defined by Rule 902(k)

“US Securities Act”	the United States Securities Act of 1933 (as amended)

Directors:	Registered office:
David Adams	Wimbledon Bridge House
Stuart Cruickshank	1 Hartfield Road
Jonathan Kemp	Wimbledon
John van Kuffeler (Chairman)	London SW19 3RU
Ian Livingstone
Michael McGarvey
Victor Steel
Allen Thomas

	19 April 2005

•	the requirement for scale to compete effectively in the computer games industry – on the basis that the combination of Eidos and SCi will not result in a significantly larger business;

•	the successful integration of the Eidos and SCi businesses – recognising that Eidos is much larger than SCi, operates internationally and pursues a different approach to the development of its games; and

•	the retention and motivation of key employees of the Eidos business.

	Notes	Offer
		(£)
Capital Value
Market value of 1,000 Offer Shares	(i)	4,115
Market value of 6,000 Eidos Shares	(ii)	2,685
Increase in Capital Value		1,430
This represents an implied increase of		53.3	%

Notes:

(i)	The market value of 1,000 Offer Shares is based on the Closing Price of 411.5p of a SCi Share on 18 April 2005 (being the last practicable date before posting this document).
(ii)	The market value of 6,000 Eidos Shares is based on the Closing Price of 44.75p of an Eidos Share on 21 March 2005 (being the last Business Day before the announcement by SCi of the terms of the Offer to be made to Eidos Shareholders).
(iii)	No account has been taken of any fractions.

	Year ended 30 September
	2002		2003		2004
Turnover (£ million)	17.7		28.5		31.0
Gross profit (£ million)	11.4		17.2		20.2
Pre-tax profit (£ million)	2.7		4.0		5.4
Earnings per share (pence)	10.1		15.4		17.9
Development spend (£ million)	4.3		8.2		9.8
Net cash/(debt) (£ million)	(0.2	)	(0.6	)	3.5

	Restated		15 months		Year ended 30 June
	Year ended		ended
	31 March		30 June
	2001		2002		2003	2004

Turnover (£ million)	147.3		128.9		151.5	133.9
Gross profit (£ million)	65.5		75.1		89.4	84.0
Profit/(loss) before tax, goodwill amortisation
and profit on disposal of
investments (£ million)⁽¹⁾	(80.3	)	(24.8	)	16.7	(0.4	)

(a)	*Taxation of dividends*
	(i)	Withholding tax
		Under current United Kingdom tax legislation, no tax will be withheld by SCi when it pays dividends.

	(ii)	Individual and trustee shareholders
		(aa)	An individual shareholder, resident for tax purposes in the United Kingdom, who receives a dividend from SCi, will be entitled to a tax credit equal to one ninth of the amount of the net dividend which is equivalent to a tax credit of 10 per cent. of the sum of the net dividend and the tax credit (the “gross dividend”).

		(bb)	Individual shareholders resident for tax purposes in the United Kingdom will be liable to income tax on the amount of the gross dividend. Dividend income will be treated as the top slice of an individual’s income. The tax credit referred to in (aa) above will discharge the liability to income tax in respect of the dividend of an individual shareholder who is subject to United Kingdom tax at the lower rate or basic rate only. Higher rate taxpayers will be able to offset the tax credit against their liability on tax on the gross dividend. A higher rate taxpayer will be liable to income tax on the gross dividend at a rate of 32.5 per cent. After setting off the tax credit, a higher rate taxpayer will be liable to additional income tax equal to 25 per cent. of the net dividend. If an individual United Kingdom resident shareholder’s total tax credit on such dividends exceeds his overall United Kingdom tax liability, he may not claim repayment of the excess from the Inland Revenue.

		(cc)	For dividends paid to trustees of United Kingdom resident discretionary or accumulation trusts the gross dividend will generally be subject to United Kingdom income tax at a rate of 32.5 per cent., which after setting off the tax credit, will result in additional income tax equal to 25 per cent. of the net dividend.

		(dd)	The amount of the tax credit in respect of a dividend paid which constitutes income of a pension fund, charity, or venture capital trust will not be repaid.

	(iii)	Corporate shareholders
		A corporate shareholder (other than dealers in securities and certain insurance companies) resident for tax purposes in the United Kingdom will not generally be liable to United Kingdom corporation tax on any dividend received, nor will it be able to recover any part of the tax credit.

(b)	*Taxation on capital gains for shareholders*
	(i)	Offer Shares
		For capital gains purposes, an Eidos Shareholder who, either alone or together with persons connected with him, does not own more than 5 per cent. of the Eidos Shares should not be treated as making a disposal of all or part of his holding of Eidos Shares. Instead he should be treated as having acquired the Offer Shares at the same time and for the same consideration as his existing holding of Eidos Shares, so that any gain which would otherwise have arisen on a disposal of his existing holding of Eidos Shares will be “rolled-over” into the Offer Shares.

		Eidos Shareholders who, alone or together with persons connected with them, hold more than five per cent. of the Eidos Shares are advised that clearance has been sought from the Inland Revenue, pursuant to Section 138 of the Taxation of Chargeable Gains Act 1992, for confirmation that such shareholders should be treated in the same way as that described in the paragraph above.

	(ii)	Subsequent disposal of Offer Shares
		Depending on their circumstances, shareholders who are individuals resident or ordinarily resident in the United Kingdom, and other shareholders resident in the United Kingdom, for taxation purposes may be subject to capital gains tax (or, in the case of corporate shareholders, corporation tax on capital gains) in respect of any gain arising on a disposal, including a disposal on a winding-up of the Company, of their shares unless the shareholder is taxed as a dealer in securities, in which case any gain will be treated as income and taxed as such. For shareholders who are individuals or trustees, taper relief, and for shareholders within the charge to UK corporation tax, and in respect of periods of ownership up to 5 April 1998 for shareholders who are individuals or trustees, indexation allowance, may reduce a chargeable gain but not create or increase any allowable loss.

(c)	*Stamp duty and stamp duty reserve tax (“SDRT”)*
	(i)	Except as noted below, no liability to stamp duty or SDRT will arise on the issue or allotment of New SCi Shares by SCi pursuant to the Offer.

(a)	*Eidos Shares held in certificated form:*
	(i)	To accept the Offer
		To accept the Offer in respect of all your Eidos Shares held in certificated form, you must complete Boxes 1, 3 and 6 and, where appropriate, Boxes 4 and 5 on the Form of Acceptance and sign Box 2 on the Form of Acceptance in the presence of a witness, who should also sign in accordance with the instructions printed thereon.

	(ii)	To accept the Offer in respect of less than all your Eidos Shares
		To accept the Offer in respect of less than all your Eidos Shares held in certificated form you must insert in Box 1 on the Form of Acceptance such lesser number of Eidos Shares held in certificated form in respect of which you wish to accept the Offer in accordance with the instructions printed thereon. You should then follow the procedure set out in (i) above in respect of such lesser number of Eidos Shares. If you do not insert a number in Box 1, but otherwise complete and return a Form of Acceptance a valid acceptance will be deemed to be made in respect of all the Eidos Shares held by you in certificated form.

		If you have any questions as to how to complete the Form of Acceptance, please telephone Capita Registrars on 0870 162 3121 in respect of Eidos Shares held in certificated form.

	(iii)	Return of Form(s) of Acceptance
		To accept the Offer in respect of Eidos Shares held in certificated form, the completed, signed and witnessed Form(s) of Acceptance should be returned together with your share certificates for such Eidos Shares and/or other document(s) of title, by post or (during normal business hours only) by hand to Capita Registrars as soon as possible, but in any event so as to be received no later than 1.00 p.m. on 10 May 2005. No acknowledgement of receipt of documents will be given by or on behalf of SCi. The instructions printed on the Form of Acceptance are deemed to form part of the terms of the Offer.

		Any Form of Acceptance received in an envelope postmarked in the United States, Canada, Australia or Japan or otherwise appearing to SCi or its agents to have been sent from the United States, Canada, Australia or Japan may be rejected as an invalid acceptance of the Offer. For further information on overseas shareholders, see paragraph 15 above and sub-paragraph (c) below.

	(iv)	Share Certificates not readily available or lost
		If your Eidos Shares are in certificated form but for any reason the relevant share certificate(s) and/or other document(s) of title is/are lost or not readily available, you should nevertheless complete, sign and return the Form(s) of Acceptance, as stated above, so as to be received by

		Capita Registrars by no later than 1.00 p.m. on 10 May 2005, together with any share certificate(s) and/or other document(s) of title that you have available, accompanied by a letter stating that the balance will follow or that you have lost one or more of your share certificate(s) and/or other document(s) of title.

		You should then arrange for the relevant share certificate(s) and/or other documents of title to be forwarded to Capita Registrars as soon as possible thereafter. No acknowledgement of receipt of documents will be given. If you have lost your share certificate(s), and/or other document(s) of title, you should contact Computershare Investor Services PLC, Eidos’ registrar, at The Pavilions, Bridgwater Road, Bristol BS99 7NH, or by telephone on 0870 702 0002, for a letter of indemnity for lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned by post to Capita Registrars, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.

	(v)	Validity of acceptances
		Without prejudice to Parts B and C of Appendix I of this document, SCi reserves the right to treat as valid any acceptance of the Offer in relation to Eidos Shares in certificated form which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, no allotment of New SCi Shares under the Offer will be made until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to SCi have been received.

(b)	*Eidos Shares held in uncertificated form (that is, in CREST)*
	If your Eidos Shares are in uncertificated form, to accept the Offer you should take (or procure to be taken) the action set out below to transfer the Eidos Shares in respect of which you wish to accept the Offer to the appropriate escrow balance(s) (that is, a TTE instruction) specifying Capita (in its capacity as a CREST participant under its participant ID referred to below) as the escrow agent, as soon as possible and in any event so that the TTE instruction settles no later than 1.00 p.m. on 10 May 2005. Note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational) – you should therefore ensure you time the input of any TTE instruction(s) accordingly.

	The input and settlement of a TTE instruction in accordance with this paragraph (b) will (subject to satisfying the requirements set out in Parts B and D of Appendix I) constitute an acceptance of the Offer in respect of the number of Eidos Shares so transferred to escrow.

	If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your participant ID and the member account ID under which your Eidos Shares are held. In addition, only your CREST Sponsor will be able to send the required TTE instruction to CRESTCo in relation to your Eidos Shares.

	After settlement of a TTE instruction, you will not be able to access the Eidos Shares concerned in CREST for any transaction or charging purposes. If the Offer becomes or is declared unconditional in all respects, the Escrow Agent will transfer the Eidos Shares concerned to itself in accordance with paragraph 1.5 of Part D of Appendix I to this document.

	You are recommended to refer to the CREST manual published by CRESTCo for further information on the CREST procedures outlined below.

	You should note that CRESTCo does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE instruction relating to your Eidos Shares to settle prior to 1.00 p.m. on 10 May 2005. In this connection you are referred in particular to those sections of the CREST manual concerning particular limitations of the CREST system and timings.

	(i)	To accept the Offer
		To accept the Offer in respect of Eidos Shares held in uncertificated form, you should send (or if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) to CRESTCo a TTE instruction in relation to such Eidos Shares which must be properly authenticated in accordance with CRESTCo’s specifications and which must contain, in addition to the other information that is required for a TTE instruction to settle in CREST, the following details:
		–	The ISIN number for the Eidos Shares. This is GB0009348979;
		–	the number of Eidos Shares in respect of which you wish to accept the Offer (ie the number of Eidos Shares to be transferred to escrow);
		–	your member account ID;
		–	your participant ID;
		–	the participant ID of the Escrow Agent, Capita, in its capacity as CREST Receiving Agent which is RA10;
		–	the member account ID of the Escrow Agent which is SCIEID01;
		–	the intended settlement date. This should be as soon as possible and in any event not later than 1.00 p.m. on 10 May 2005;
		–	the corporate action number of the Offer. This is allocated by CRESTCo and can be found by reviewing the relevant corporate action details in CREST;
		–	input with standard delivery instruction priority 80; and
		–	the contact name and number in the shared note field.

	(ii)	Deposits of Eidos Shares into, and withdrawals of Eidos Shares from, CREST
		Normal CREST procedures (including timings) apply in relation to any Eidos Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Offer (whether any such conversion arises as a result of a transfer of Eidos Shares or otherwise). Holders of Eidos Shares who are proposing so to convert any such Eidos Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Eidos Shares as a result of the conversion to take all necessary steps in connection with an acceptance of the Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to escrow as described above) prior to 1.00 p.m. on 10 May 2005.

	(iii)	Validity of acceptances
		Without prejudice to Parts B and C of Appendix I, SCi reserves the right (subject to the terms of the Offer and the City Code) to treat as valid in whole or in part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant TTE instruction. In that event, no allotment of New SCi Shares under the Offer will be made until after the relevant TTE instruction has settled. A Form of Acceptance which is received in respect of Eidos Shares held in uncertificated form will not constitute a valid acceptance and will be disregarded.

(c)	*General*
	All Eidos Shareholders (including nominees, trustees or custodians) who would, or otherwise intend to, forward this document and/or the Form of Acceptance should read the further details in this regard which are contained in paragraph 6 of Part B of Appendix I before taking any action.

	If you are in any doubt as to the procedure for acceptance, please contact Capita on 0870 162 3121. You are reminded that, if you are a CREST Sponsored Member in respect of your Eidos Shares, you should contact your CREST Sponsor before taking any action.

(a)	*Eidos Shares held in certificated form*
	Where an acceptance relates to Eidos Shares in certificated form, the Offer Shares to which the accepting Eidos Shareholder is entitled will be issued in certificated form. Definitive certificates for the Offer Shares will be despatched by first-class post (or by such other method as may be approved by the Panel).

	If the Offer does not become and is not declared unconditional in all respects (i) the relevant share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as may be approved by the Panel) within 14 days of the Offer lapsing to the person or agent whose name and address is set out on the Form of Acceptance.

	All documents and remittances sent by, to, or from Eidos Shareholders or their appointed agents will be sent at their own risk.

(b)	*Eidos Shares held in uncertificated form*
	When an acceptance relates to Eidos Shares in uncertificated form (that is in CREST):

	(i)	the Offer Shares to which the accepting Eidos Shareholder is entitled will be issued in uncertificated form. SCi will procure that CRESTCo is instructed to credit the appropriate stock account in CREST of the Eidos Shareholder concerned with such shareholder’s entitlement to Offer Shares. The stock account concerned will be an account under the same participant ID and member account ID as appeared in the TTE instruction(s) concerned; and

	(ii)	if the Offer does not become unconditional in all respects the Escrow Agent will immediately after the lapsing of the Offer (or within such longer period as the Panel may permit, not exceeding 14 days) give TFE instructions to CRESTCo to transfer all Eidos Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the Eidos Shareholders concerned.

	SCi reserves the right to settle all or any part of the consideration referred to in paragraph (i) above, for all or any accepting Eidos Shareholder(s), in the manner referred to in paragraph (a) above, if, for any reason, it wishes to do so.

	(ii)	Except as noted below, the transfer on sale of the New SCi Shares will generally be liable to ad valorem stamp duty at the rate (in broad terms) of 0.5 per cent. of the amount or value of the consideration paid, or if an unconditional agreement to transfer such shares is not completed by a duly stamped transfer or where the transfer is effected under CREST, SDRT at the rate of 0.5 per cent. of the amount or value of the consideration paid. Liability to pay such stamp duty or SDRT is that of the transferee or purchaser. In the case of transfers in CREST, SDRT will be collected in CREST in accordance with the rules of the CREST system.

	(iii)	Where any charge to stamp duty or SDRT arises under Sections 67, 70, 93 and 96 of the Finance Act 1986 (which broadly apply where ordinary shares are transferred or, in certain circumstances, are issued to persons who issue depository receipts or provide clearance services, or their nominees or agents), stamp duty at the higher rate (in broad terms) of 1.5 per cent., or SDRT at the higher rate of 1.5 per cent. (as appropriate), will be payable on the amount or value of the consideration paid for the issue or transfer.

(1)	valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as SCi may, subject to the rules of the City Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as SCi may decide) of the Eidos Shares to which the Offer relates, provided that this condition will not be satisfied unless SCi (together with its subsidiaries) shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Eidos Shares carrying more than 50 per cent. of the voting rights then exercisable at general meetings of Eidos (including for this purpose, to the extent (if any) required by the Panel, any such voting rights attaching to any Eidos Shares that may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise). For the purposes of this condition:

	(a)	shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and

	(b)	the expression “Eidos Shares to which the Offer relates” shall be construed in accordance with sections 428 to 430F of the Companies Act;

(2)	the passing by SCi Shareholders of any resolution as may be necessary or appropriate for the approval and implementation of the Offer and the Placing and Open Offer and the acquisition by SCi of Eidos Shares pursuant to, or in connection with, the Offer;

(3)	the admission to the Official List of the Offer Shares (or such of them as are due to be allotted at the time the Offer becomes or is declared unconditional in all other respects) becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the London Stock Exchange’s market for listed securities becoming effective or (if determined by SCi and subject to the consent of the Panel) the UK Listing Authority agreeing to admit such shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading subject only to (i) the allotment of such shares and/or (ii) the Offer becoming or being declared unconditional in all other respects;

(4)	no government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, court, trade agency, professional association or institution, environmental body or any other similar person or body in any jurisdiction in which any member of the Eidos Group carries on a material part of its business, (each a “Third Party”) having taken, instituted or implemented or threatened any action, proceedings, suit, investigation or enquiry, or reference or having made, proposed or enacted, any statute, regulation, order or decision or having done anything which would or might reasonably be expected to:

	(a)	make the Offer, its implementation or the proposed acquisition by SCi of any Eidos Shares or control of Eidos pursuant to the Offer void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly and to a material extent restrain, prohibit, restrict or delay any of them or impose additional material conditions or financial or other obligations with respect to any of them, or otherwise challenge any of them or might reasonably be expect to interfere with it;

	(b)	require, prevent or delay the divestiture by any member of the SCi Group of any Eidos Shares;

	(c)	require, prevent or delay the divestiture by any member of the SCi Group, or by any member of the Eidos Group (including any joint venture, partnership, firm or company in which any member of the Eidos Group is interested), of all or any proportion of their respective businesses, assets or

		property or impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or own their respective assets or properties or any part of any of them;

	(d)	impose any limitation on the ability of any member of the SCi Group to acquire or hold or to exercise effectively any rights of ownership of the Eidos Shares or securities convertible into Eidos Shares or to hold or exercise effectively all or any rights of ownership of shares in any member of the Eidos Group or to exercise management control over any member of the Eidos Group or to integrate all or any part of its business with all or any part of the business of any member of the Eidos Group;

	(e)	save pursuant to the Offer or to Part XIIIA of the Companies Act in relation to the Offer, require any member of the SCi Group or the Eidos Group to offer to acquire or repay any shares in any other member of the Eidos Group owned by any person other than Eidos or a wholly-owned subsidiary of Eidos; or

	(f)	otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Eidos Group,

	and all applicable waiting periods during which any Third Party could take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction, having expired, lapsed or been terminated;

(5)	none of the following occurring:

	(a)	Eidos or any of its subsidiaries becoming unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986 or otherwise) or Eidos or any of its subsidiaries otherwise becoming insolvent or suspending making payments to all or any class of its creditors or announcing an intention to do so;

	(b)	any distress, execution, attachment or other legal process affecting the whole or a material part of the assets of Eidos or any of its subsidiaries;

	(c)	an administrative or other receiver or similar officer being appointed of the whole or any part of the assets of Eidos or any of its subsidiaries or Eidos or any of its subsidiaries requesting any person to appoint such a receiver or similar officer or any other steps being taken to enforce any charge or other security over any of the property of Eidos or any of its subsidiaries;

	(d)	any order being made or any effective resolution being passed or a petition being presented or other legal process is initiated (including convening a meeting) for:

		(i)	the winding up, dissolution or liquidation of Eidos or any of its subsidiaries; or

		(ii)	the making of an administration order against Eidos or any of its subsidiaries;

	(e)	The Royal Bank of Scotland plc (or any of its subsidiaries) calling in, calling a default under, withdrawing, suspending or preventing or restricting further drawings under Eidos’ £25 million short term working capital facility referred to in the announcement of its interim results for the period ended 31 December 2004 made on 10 March 2005;

	(f)	any other event having occurred outside the United Kingdom under, or in accordance with, any laws applicable outside the United Kingdom which is analogous or equivalent to any of the events referred to above in this condition (5); or

	(g)	any notification of any kind being given to Eidos or any Eidos subsidiary that any event referred to above in this condition (5) is to occur or is expected or likely to occur;

(6)	all necessary notifications and filings having been made in connection with the Offer and all necessary waiting periods (including any authorisations of them) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection

	with the Offer or the acquisition by SCi of any shares in, or control of, Eidos and all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, permissions and approvals (together “Authorisations”) which are necessary in respect of the Offer or the acquisition by Eidos of any shares in, or control of, Eidos having been obtained in terms and in a form reasonably satisfactory to SCi from all appropriate Third Parties and all such Authorisations, together with all Authorisations necessary to carry on the business of any member of the Eidos Group remaining in full force and effect and there being no information of any intention to revoke or not to renew the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with;

(7)	except as disclosed in the annual report and accounts of Eidos Group for the financial year ended 30 June 2004 or as publicly announced by Eidos in accordance with the Listing Rules before 22 March 2005 or as fairly disclosed to SCi before 22 March 2005 (such information hereafter being referred to as being “publicly announced”), there being no provision of any arrangement agreement, licence or other instrument to which any member of the Eidos Group is a party or by or to which any such member of any of its assets may be bound or be subject and which, in consequence of the making or implementation of the Offer or the proposed acquisition of any shares in, or control of, Eidos by SCi, or because of a change in control or management of Eidos or otherwise, would or might reasonably be expected to result in:

	(a)	any monies borrowed by, or any other indebtedness (actual or contingent) of any member of the Eidos Group being or becoming repayable or capable of being declared repayable immediately or prior to their or its stated repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

	(b)	the creation or enforcement of any mortgage, charge or other security interest over the whole of any part of the business, property or asset of any member of the Eidos Group or any such security (whenever arising or having arisen) becoming enforceable;

	(c)	any such arrangement, agreement, licence or instrument or the rights, liabilities, obligations or interests of any member of the Eidos Group under any such arrangement, agreement, licence or instrument (or any arrangement relating to any such right, liability, obligation, interest or business) being terminated or adversely modified or affected or any action being taken or any onerous obligation arising under any of them;

	(d)	any asset or interest of any member of the Eidos Group being or failing to be disposed of or charged or any right under which any such asset or interest could be required to be disposed of or charged other than as required for the purposes of normal trading;

	(e)	any member of the Eidos Group ceasing to be able to carry on business under any name under which it presently does so; or

	(f)	the financial or trading position or prospects of any member of the Eidos Group being adversely prejudiced or affected;

(8)	save as publicly announced, no member of the Eidos Group having since 30 June 2004:

	(a)	issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save for issues to Eidos or wholly owned subsidiaries of Eidos or the issue of any Eidos Shares allotted upon the exercise of options so granted or redeemed, purchased or reduced any part of its share capital);

	(b)	recommended, declared, made or paid or proposed to recommend, declare, make or pay any bonus, dividend or other distribution whether payable in cash or otherwise (other than to Eidos or a wholly owned subsidiary of Eidos);

	(c)	authorised, implemented, proposed or announced its intention to propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or (as required for the purposes of normal trading) any acquisition or disposal or transfer of assets or shares;

	(d)	merged with any body corporate or acquired or disposed of or transferred (other than in the ordinary course of business) or mortgaged, charged or encumbered any asset or (other than required for the purposes of normal trading) any right, title or interest in any asset (including shares and trade investments) or entered into or varied any agreement, arrangement, contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a loss making, long term or onerous nature magnitude, or which involves or is likely to involve an obligation of such a nature or magnitude otherwise than as required for the purposes of normal trading;

	(e)	entered into or varied any contract, transaction or arrangement (other than as required for the purposes of normal trading) which would restrict the size and nature of the business of any member of the Eidos Group;

	(f)	issued, authorised or proposed, or announced an intention to authorise or propose the issue of any debenture or (save in the ordinary course of business and save for transaction with other members of the Eidos Group) incurred any indebtedness or contingent liability which results in the aggregate indebtedness of the Eidos Group being greater than as stated in the annual report and accounts of the Eidos Group for the financial year ended 30 June 2004;

	(g)	purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or reduced or made any other changes to any part of its loan notes or share capital;

	(h)	made or announced any proposal to make, any change or addition to any retirement death or disability benefit of or in respect of any of its directors, employers, former directors or former employees;

	(i)	granted any lease or third party rights in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property;

	(j)	made, or announced any proposal or entered into any arrangements to make, any significant change to the rules of any Eidos Group employee share scheme or share plan or other incentive arrangement or to the terms on which any entitlement to receive benefits under any such scheme, plan or arrangement is exercisable or may be awarded or obtained;

	(k)	taken any corporate action or had any legal proceedings started against it for its winding up, dissolution or reorganisation or for the appointment or a receiver administrator, administrative receiver, trustee or similar office holder of all or part of its assets or revenues;

	(l)	been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

	(m)	entered into or varied the terms of any service agreement with any director of Eidos or with any senior executive of the Eidos Group;

	(n)	waived or compromised any claim; or

	(o)	entered into an agreement or legally binding commitment or passed any resolution with respect of any of the transactions, matters or events referred to above in this condition (8);

(9)	since 30 June 2004 and except as publicly announced or disclosed in writing to SCi before 22 March 2005:

	(a)	there having been no adverse change or deterioration in the business assets and without limitation there having been no material deterioration in the cash position of the Eidos Group or in the financial or trading position or profit or prospects of the Eidos Group;

	(b)	there having been no litigation, arbitration proceedings, prosecution or other legal proceedings, to which any member of the Eidos Group is a party (whether as plaintiff or defendant or otherwise), which would or might reasonably be expected to have a material adverse effect on the Eidos Group taken as a whole and no such proceedings have been threatened against any member of the Eidos Group;

	(c)	no contingent or other liability having arisen in respect of any member of the Eidos Group which would or might reasonably be expected to have a material adverse effect on the Eidos Group taken as a whole; and

	(d)	there having been no receiver, administrative receiver or other encumbrancer appointed over any assets of any member of the Eidos Group or any analogous proceedings or steps having taken place under the laws of any jurisdiction and there having been no petition presented for the administration of any member of the Eidos Group or any equivalent proceedings or steps taken under the laws of any other jurisdiction, which might reasonably be expected to have a material adverse effect on the Eidos Group taken as a whole; and

(10)	SCi not having discovered:

	(a)	that any financial or business information concerning any member of the Eidos Group which is contained in the information publicly disclosed at any time by any member of the Eidos Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which misrepresentation is material to the context of the Eidos Group take as a whole (save in respect of any matter which has been corrected by a subsequent public announcement made by Eidos in accordance with the Listing Rules prior to 22 March 2005);

	(b)	that any past or present member of the Eidos Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the disposal, discharge, spillage, leak, or emission which has occurred of any waste or hazardous substance or any substance likely to impair the environment or harm human health, which non-compliance or any other disposal, discharge, spillage, leak or emission would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Eidos Group to an extent which is material in the context of the Eidos Group taken as a whole; or

	(c)	that there is, or is likely to be, any liability (whether actual or contingent) to make good, repair, reinstate or clean up property now or previously owned, occupied or made use of by any past or present member of the Eidos Group under environmental legislation, regulation, notice, circular or order or any relevant authority to an extent which is material in the context of the Eidos Group taken as a whole.

1.	Acceptance period
1.1	The Offer will initially be open for acceptance until 1.00 p.m. (London time) on the First Closing Date. Although no revision is envisaged, if the Offer is revised it will remain open for acceptance for a period of at least 14 days (or such lesser period as may be permitted by the Panel) from the date of the posting of any revised offer document to Eidos Shareholders. Except with the consent of the Panel, no revision of the Offer may be made after 4 June 2005 or, if later, the date falling 14 days prior to the last date of which the Offer can become unconditional.

1.2	The Offer, whether revised or not, shall not (except with the consent of the Panel) be capable of becoming unconditional after midnight (London time) on 18 June 2005 (or any earlier time and/or date beyond which SCi has stated that the Offer will not be extended and in respect of which it has not withdrawn that statement) nor of being kept open for acceptance after that time and/or date unless it has previously become unconditional, provided that SCi reserves the right, with the permission of the Panel, to extend the Offer to a later time(s) and/or date(s). Except with the consent of the Panel, SCi may not, for the purpose of determining whether the acceptance condition has been satisfied, take into account acceptances received, or purchases of Eidos Shares made, after 1.00 p.m. (London time) on 18 June 2005 (or any earlier time and/or date beyond which SCi has stated that the Offer will not be extended and in respect of which it has not withdrawn that statement) and/or such later time(s) and/or date(s) as SCi may, with the permission of the Panel, decide. For the purposes of the acceptance condition, if the Offer is extended beyond midnight (London time) on 18 June 2005, acceptances received or relevant escrow transfers identified by the Receiving Agent and purchases made after 1.00 p.m. (London time) on the relevant date may (except where the City Code otherwise permits) only be taken into account with the consent of the Panel.

1.3	If the Offer becomes unconditional, it will remain open for acceptance for not less than 14 days from the date on which it would otherwise have expired. If the Offer has become unconditional and it is stated that the Offer will remain open until further notice, then not less than 14 days’ notice will be given prior to the closing of the Offer to those Eidos Shareholders who have not accepted the Offer.

1.4	If a competitive situation arises after a “no increase’’ or “no extension’’ statement has been given by or on behalf of SCi in relation to the Offer (in each case as determined by the Panel), SCi may, if it specifically reserved the right to do so at the time such statement was made or otherwise with the consent of the Panel, withdraw such statement and be free to revise or extend the Offer if it complies with the requirements of the City Code and, in particular, if:

	(A)	it announces such withdrawal as soon as possible and, in any event, within four business days after the announcement of the competing offer and it gives notice to Eidos Shareholders to that effect in writing as soon as practicable thereafter or, in the case of Eidos Shareholders with registered addresses outside the United Kingdom or whom SCi knows to be nominees, custodians or trustees holding Eidos Shares for such persons, by announcement in the United Kingdom; and

	(B)	any Eidos Shareholders who accepted the Offer after the date of the “no extension’’ and/or “no increase’’ statement are given a right of withdrawal in accordance with paragraph 3.3 of this Part B.

	SCi may choose not to be bound by the terms of a “no increase’’ or “no extension’’ statement if, having reserved the right to do so at the time such statement is made, it posts an increased or improved offer

	which is recommended for acceptance by the board of Eidos or in other circumstances permitted by the Panel.

1.5	For the purpose of determining at any particular time whether the acceptance condition has been satisfied, SCi shall not be bound (unless otherwise required by the Panel) to take into account any Eidos Shares which have been unconditionally allotted or issued before such time unless the Receiving Agent has received written notice, on behalf of SCi from Eidos or its agents, at the address given in paragraph 3.1 below of the relevant details of such allotment or issue before that time. Telex, e-mail, SMS-text message or facsimile transmission of such notice will not be sufficient.

2.	Announcements
2.1	By 8.00 a.m. (London time) on the business day (“the relevant day’’) following the day on which the Offer is due to expire or becomes unconditional or is revised or extended or such later time or date as the Panel may agree, SCi will make an appropriate announcement of the position to an authorised Regulatory Information Service. Such announcement will also state (unless otherwise permitted by the Panel) the total number of Eidos Shares and rights over Eidos Shares (as nearly as practicable):

	(A)	for which acceptances of the Offer have been received;

	(B)	acquired or agreed to be acquired by or on behalf of SCi or any persons deemed to be acting in concert with it for the purposes of the Offer during the Offer Period;

	(C)	held prior to the Offer Period by or on behalf of SCi or any person acting in concert with it for the purposes of the Offer; and

	(D)	for which acceptances of the Offer have been received from any person deemed to be acting in concert with SCi

	and will specify the percentage of the Eidos Shares to which the Offer relates represented by each of these figures. Any decision to extend the time and/or date by which the acceptance condition has to be fulfilled may be made at any time up to, and will be announced not later than, 8.00 a.m. (London time) on the relevant day (or such later time and/or date as the Panel may agree) and the announcement will state the next expiry date (unless the Offer is then unconditional in which event the announcement may instead state that the Offer will remain open until further notice). In computing the number of Eidos Shares represented by acceptances and/or purchases, there may be included or excluded for announcement purposes, subject to paragraph 5.13 of this Part B, acceptances and purchases not complete in all respects, or which are subject to verification.


2.2	In this Appendix I, references to the making of an announcement by SCi include the release of an announcement to the press by public relations consultants or by KBC Peel Hunt on its behalf and the delivery by hand or telephone or facsimile or telex transmission or other electronic transmission of an announcement through an authorised Regulatory Information Service. An announcement made otherwise than through an authorised Regulatory Information Service will be notified simultaneously to an authorised Regulatory Information Service (unless otherwise agreed by the Panel).

3.	Rights of withdrawal
3.1	If SCi, having announced the Offer to be unconditional, fails to comply by 3.30 p.m. (London time) on the relevant day (or such later time and/or date as the Panel may agree) with any of the other requirements specified in paragraph 2.1 of this Part B, an accepting Eidos Shareholder may (unless the Panel otherwise agrees) immediately thereafter withdraw his, her or its acceptance in respect of the Offer by written notice signed by such accepting Eidos Shareholder given, by post or (during normal business hours only) by hand, to Capita Registrars, Corporate Actions at PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH. Alternatively, in the case of Eidos Shares in uncertificated form, withdrawals can be effected in the manner set out in paragraph 3.6 of this Part B. Subject to paragraph 1.2 of this Part B, this right of withdrawal may be terminated not less than eight days after the relevant day by SCi confirming, if that be the case, that the Offer is still unconditional,

	and complying with the other requirements specified in paragraph 2.1 of this Part B. If any such confirmation is given, the first period of 14 days referred to in paragraph 1.3 of this Part B will run from the date of such confirmation and compliance.

3.2	If by 1.00 p.m. (London time) on 31 May 2005 (or such later time(s) and/or date(s) as the Panel may agree) the Offer has not become unconditional, an accepting Eidos Shareholder may withdraw his acceptance in respect of the Offer by written notice received by Capita Registrars on behalf of SCi, at the address referred to in paragraph 3.1 of this Part B (or, in the case of Eidos Shares held in uncertificated form, withdrawals can also be effected in the manner set out in paragraph 3.6 of this Part B), before the earlier of:

	(A)	the time that the Offer becomes unconditional; and

	(B)	the final time for lodgement of acceptances of the Offer which can be taken into account in accordance with paragraph 1.2 of this Part B.


3.3	If a “no increase’’ statement or a “no extension’’ statement (in each case as construed by the Panel) has been withdrawn in accordance with paragraph 1.4 of this Part B, any Eidos Shareholder who has accepted the Offer after the date of such statement may withdraw his acceptance thereafter in the manner referred to in paragraph 3.1 of this Part B (or, in the case of Eidos Shares held in uncertificated form, withdrawals can also be effected in the manner set out in paragraph 3.6 of this Part B) not later than the eighth day after the date of posting of written notice of the withdrawal of such statement to the relevant Eidos Shareholders.

3.4	In this paragraph 3, “written notice’’ (including any letter of appointment, direction or authority) means notice in writing bearing the original signature(s) of the relevant Eidos Shareholder(s) or his, her or its agent(s), duly appointed in writing (evidence of whose appointment in a form satisfactory to SCi is produced with the notice). Telex, e-mail, SMS text message or facsimile transmission or copies thereof will not be sufficient to constitute written notice. No notice which is postmarked in or otherwise appears to SCi, its advisers or agents to be sent from the United States, Canada, Australia or Japan or a person resident in the United States, Canada, Australia or Japan will be treated as valid.

3.5	Except as provided in this paragraph 3, acceptances of the Offer shall be irrevocable.

3.6	In the case of Eidos Shares held in uncertificated form, if withdrawals are permitted pursuant to paragraph 3.1, 3.2 or 3.3 of this Part B, an accepting Eidos Shareholder may withdraw his, her or its acceptance through CREST by sending (or, if a CREST Sponsored Member, procuring that his, her or its CREST Sponsor sends) an ESA instruction to settle in CREST in relation to each Electronic Acceptance to be withdrawn. Each ESA instruction must, in order for it to be valid and settled, include the following details:

Filing Compare · EIDOS PLC