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Ulster T.V. PLC (UTV)

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Tuesday 17 April, 2001

Ulster T.V. PLC

Completion of Acquisition

Ulster Television PLC
17 April 2001

Ulster Television plc


Completion of the Acquisition of 60% of County Media Limited


Ulster Television plc ('UTV') today announces completion of the acquisition 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 IR£
17.3 million ('the Transaction'). On completion of the Transaction, County
Media had net debt of circa IR£1.95 million.


On 27 February 2001, UTV announced that the Independent Radio and Television
Commission (the 'IRTC') had approved the Transaction in principle. Completion
of the Transaction was subject, inter alia, to certain completion conditions
and the agreement of appropriate transaction documentation between the parties
and with the IRTC. These conditions have now been satisfied in full and the
Transaction documentation agreed.


Details of the Transaction


The Transaction has been effected through a holding company Fairtell Limited
('Fairtell') which is owned as to 60% by UTV and as to 40% by the current
shareholders of County Media ('the Vendors'). Fairtell has acquired the entire
issued share capital of County Media for a consideration of circa IR£28.9
million. 60% of the consideration has been satisfied by a cash payment of IR£
5.8 million (which has been advanced by UTV to Fairtell) and by the issue of
loan notes in Fairtell with a value of IR£11.5 million, which have been
guaranteed by UTV. The remaining 40% of the consideration has been satisfied
by the issue of additional loan notes in Fairtell, with a value of circa IR£
11.6 million.


The Vendors 40% shareholding in Fairtell ('the Vendors Shares') is 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. 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 redeemable by the Vendors.


If the above mentioned IRTC approval is not obtained at that point, UTV may
then exercise its call option and the Vendors Shares may be sold 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 redeemable by the
Vendors.


In the event of UTV being unable to nominate a party or parties acceptable to
both UTV and the IRTC then, subject to the agreement of the IRTC, 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 redeemable by the
Vendors.


Activities of County Media


County Media is an established and well-managed radio broadcasting business
with leading listenership positions in the Cork area, the largest county in
Ireland.


The company currently operates three independent local radio stations in Cork,
namely:


  * 96FM in Cork City

  * 103FM in North Cork

  * 103FM in West Cork


Since their launch over a decade ago, Cork's 96FM and 103FM have become
established players in the local radio market in Cork.


In addition to the radio stations, County Media has its own advertising sales
operation, Broadcast Media Sales, which is based in Dublin. County Media also
publishes a freesheet newspaper, Inside Cork, which has a weekly distribution
throughout Cork City of 20,000 copies.


County Media's turnover for the financial year to 31 December 1999 was IR£5.4
million with operating profit of IR£1.5 million (after charging goodwill of IR
£0.5 million). The company experienced strong growth in its advertising
revenues in 2000 and this has continued into the early months of 2001.


Strategic Rationale for the Acquisition





  * The acquisition of County Media represents a key step in the
    implementation of UTV's stated strategy to expand its media interests on
    an all Ireland basis.


  * The acquisition will further strengthen the position of the UTV Group as
    an important indigenous market participant with a strong local focus and a
    commitment to the development of the Irish broadcasting market.


  * As a well resourced indigenous media group with brand leadership in key
    regions, the enlarged UTV Group will be in a strong position to compete
    effectively against its rapidly consolidating UK and international media
    peers.


  * Broadcasting is converging towards a single-medium delivery for voice,
    data and vision. The acquisition of County Media will further enable UTV
    to respond effectively to consumer demands in this new multi-media market
    place.


Commenting on the acquisition, Mr John McCann, Managing Director of UTV said:


'We are absolutely delighted to finalise our acquisition of County Media. This
is an important strategic move for UTV, which further strengthens our position
throughout Ireland. We look forward to working with Colm O'Conaill and his
management team to build upon the excellent service they have provided to the
people of the Cork region. This acquisition will serve to enhance the earnings
of UTV Group and reinforces our position as a significant player in the
indigenous market.'


Goodbody Corporate Finance advised UTV and Communications Equity Associates
International advised County Media in relation to this transaction.





  * April 2001


    For Reference:

Orla McKibbin                           Lucy Sturdy
Head of Press and PR                    Press Officer
UTV plc                                 UTV plc
Telephone: 00 44 2890 262188            Telephone: 00 44 2890 262188

Marie Therese Duffy                     Bobby Leach/Sarah Moriarty
Drury Communications                    Shandwick
Telephone: 00 353 1 2605000             Telephone: 0044 207 905 2578




    Notes to the Editor


 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.




                                                               17th April 2001