Ulster Television PLC
27 February 2001
Ulster Television plc Proposed Acquisition of 60% of County Media Limited
Ulster Television plc ('UTV') today announced that the Independent Radio and
Television Commission (the 'IRTC') had approved in principle the proposed
acquisition by UTV of 60% of the issued share capital of County Media Limited
('County Media'), a radio broadcasting business based in Cork, Ireland, for a
consideration of circa IR£17.1 million ('the Proposed Transaction'). The
purpose of this announcement is to provide further details regarding the
Details of the Proposed Transaction
The Proposed Transaction will be effected through a holding company Fairtell
Limited ('Fairtell') which, upon completion of the transaction, will be owned
as to 60% by UTV and as to 40% by the current shareholders of County Media
('the Vendors'). Fairtell will acquire the entire issued share capital of
County Media in exchange for an issue of loan notes to the Vendors. 60% of the
loan notes, with a value of circa IR£17.1 million, will be guaranteed by UTV
and encashable upon completion of the Proposed Transaction. The remaining 40%
of the loan notes, with a value of circa IR£11.4 million, will not be
guaranteed by UTV.
The Vendors 40% shareholding in Fairtell ('the Vendors Shares') will be the
subject of put and call arrangements between UTV and the Vendors which will be
exercisable, subject to the approval of the IRTC, following completion of the
IRTC's 2001 annual review of County Media, which is expected to occur in March
2002. In the event that such approval is granted by the IRTC, the Vendors
Shares will be sold to UTV at their nominal value of IR£40. At the same time,
the remaining 40% of the loan notes will become encashable by the Vendors.
If the above mentioned IRTC approval is not obtained at that point, UTV may
then exercise its call option and acquire the Vendors Shares for sale to a
third party or parties nominated by UTV and acceptable to the IRTC. On
completion of such a sale, the remaining 40% of the loan notes will become
encashable by the Vendors.
In the event that the party or parties nominated by UTV are not acceptable to
the IRTC or in the event of UTV being unable to nominate a party or parties
acceptable to it then, not later than 15 months from the date of completion of
the Proposed Transaction, the Vendors Shares may be transferred to an
independent trustee, to be held on trust for the benefit of UTV. Upon the
transfer of the Vendors Shares to the independent trustee, the remaining 40%
of the loan notes will become encashable by the Vendors.
Completion of the Proposed Transaction is subject, inter alia, to certain
completion conditions and, together with the put and call and the trustee
arrangements referred to above, to the agreement of appropriate transaction
documentation with the IRTC.
Goodbody Corporate Finance is advising UTV and Communications Equity
Associates International is advising County Media in relation to this
27 February 2001
Head of Press and PR
Telephone: 00 44 2890 262188
Marie Therese Duffy Bobby Leach/Sarah Moriarty
Drury Communications Weber Shandwick Worldwide
Telephone: 00 353 1 2605000 Telephone: 0044 207 905 2578
1. Goodbody Corporate Finance is the corporate finance arm of Goodbody
Stockbrokers, a wholly owned subsidiary of Allied Irish Banks plc.
2. Communications Equity Associates International ('CEA') is an international
investment and merchant banking firm specialising in the media,
communications, technology and entertainment industries. CEA is regulated
by the Financial Services Authority.