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Wireless Group PLC (TWG)

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Monday 09 May, 2005

Wireless Group PLC

Offer by Ulster Television

Wireless Group PLC
09 May 2005



                                  Part 1 of 2
   Not for release, publication or distribution in or into or from the United
                                States, Canada,
                               Australia or Japan

                             Ulster Television plc
        Recommended cash offer for The Wireless Group Plc to be made by
          Numis Securities Limited on behalf of Ulster Television plc.

Summary

   • The Offer will be 91 pence in cash for each Wireless Share. On this
    basis, the Offer values the entire existing issued and to be issued ordinary
    share capital of Wireless (assuming full exercise of the options granted
    under the Wireless Share Option Schemes which will become exercisable at or
    below the Offer Price upon the Offer becoming or being declared
    unconditional in all respects and full conversion of the Wireless B Shares)
    at approximately £98.2 million.

   • Wireless Shareholders will also be offered:

    • a Partial Share Alternative on the basis of 71.5 pence in cash and
         0.03951 New UTV Shares for every Wireless Share; and

    • an Additional Share Facility whereby Wireless Shareholders who validly
    accept the Offer and the Partial Share Alternative may elect, subject to
    availability, to receive further New UTV Shares instead of the cash that
    they would otherwise be entitled to under the Partial Share Alternative on
    the basis of 0.0020263 New UTV Shares for every 1 pence in cash they would
    otherwise be entitled under the Partial Share Alternative.

   • The Offer represents a premium of (i) approximately 10.3 per cent. over
    the closing middle market price of 82.5 pence per Wireless Share on 18 April
    2005, the last dealing day prior to the date on which UTV announced that it
    was in discussions with Wireless concerning a potential offer for Wireless
    and (ii) approximately 1.1 per cent. over the closing middle market price of
    90 pence per Wireless Share on 11 February 2005, the last dealing day prior
    to the announcement by Wireless that it had received a proposal regarding a
    possible cash offer for Wireless.

   • The Partial Share Alternative values each Wireless Share at
    approximately 91 pence and the entire issued and to be issued ordinary share
    capital of Wireless (assuming full exercise of the options granted under the
    Wireless Share Option Schemes which will become exercisable at or below the
    Offer Price upon the Offer becoming or being declared unconditional in all
    respects and full conversion of the Wireless B Shares) at approximately
    £98.2 million, based on the closing middle market price of 493.5 pence per
    UTV Share on the date of this announcement. On this basis, (i) the Partial
    Share Alternative represents a premium of approximately 10.3 per cent. over
    the closing middle market price of 82.5 pence per Wireless Share on 18 April
    2005, the last dealing date prior to the date on which UTV announced that it
    was in discussions concerning a potential bid for Wireless and (ii)
    approximately 1.1 per cent. over the closing middle market price of 90 pence
    per Wireless Share on 11 February 2005, the last dealing day prior to the
    announcement by Wireless that it had received a proposal regarding a
    possible cash offer for Wireless.

   • The Offer is conditional, inter alia, on the approval of UTV
    Shareholders at an extraordinary general meeting to be convened shortly.

   • The Wireless Independent Directors, who have been so advised by Goldman
    Sachs International, consider the terms of the Offer to be fair and
    reasonable. In providing advice to the Wireless Independent Directors,
    Goldman Sachs International has taken account of the Wireless Independent
    Directors' commercial assessments.

   • Accordingly, the Wireless Independent Directors are unanimously
    recommending that Wireless Shareholders accept the Offer and the only
    Wireless Independent Director who is also a Wireless Shareholder has
    irrevocably undertaken to accept the Offer in respect of his entire interest
    in Wireless (comprising, in aggregate, 2,000 Wireless Shares and
    representing approximately 0.0024 per cent. of the existing issued ordinary
    share capital of Wireless).

   • UTV has also received irrevocable undertakings to accept the Offer and
    not to elect for the Partial Share Alternative from News International and
    LMC Radio in respect of their entire holdings of, in aggregate, 42,804,987
    Wireless Shares, representing approximately 51.2 per cent. of Wireless's
    existing issued ordinary share capital. The terms of the irrevocable
    undertakings require acceptance of the Offer even if a competing or higher
    offer is made by a third party, but cease to be binding if the Offer lapses
    or is withdrawn. In addition, pursuant to an agreement between UTV and News
    International, dated the same day as this announcement, News International
    has (subject to the Offer becoming or being declared unconditional in all
    respects) agreed to sell its entire holding of Wireless B Shares (comprising
    18,410 Wireless B Shares, being all of the issued Wireless B Shares) for
    £910 per Wireless B Share (being an amount equal to the value, at the Offer
    Price, of the Wireless Shares into which such Wireless B Shares are
    convertible).

   • The formal documentation relating to the Offer is expected to be
    despatched to Wireless Shareholders (other than certain Overseas
    Shareholders) shortly.

   • Commenting on the Offer, Patrick Cox, the Senior Independent Non
    Executive Director of Wireless said:

'The Independent Directors of Wireless are pleased to recommend this offer to
the Wireless shareholders. The offer provides the best available cash value for
those investors that are seeking to monetise their holdings and provides a share
alternative for those investors that would elect to maintain their exposure to
the growing UK radio market. We believe that the combination of Wireless and UTV
will create a strong competitor in the UK media market, with a diversified
portfolio in TV and radio and a platform for expansion in the new digital
channel formats.'

   • Commenting on the Offer, John McCann, Chief Executive of UTV said:

'UTV looks forward to bringing Wireless's radio assets into the UTV portfolio.
We believe that this acquisition will offer exciting opportunities for the
continued expansion of UTV's business by providing a cornerstone for a broader
radio strategy in Great Britain.'



This summary should be read in conjunction with the full text of the following
announcement. Appendix II contains the sources and bases for certain information
set out in this announcement. Appendix III to this announcement contains
definitions of certain expressions used in this summary and this announcement.

Enquiries:
Jag Mundi, Head of Corporate Finance
Chris Wilkinson, Director, Corporate Broking
Numis Securities Limited Tel: 020 7776 1500
(Financial Adviser to UTV)

Richard Campbell-Breeden, Managing Director
Robert Sorrell, Executive Director
Goldman Sachs International Tel: 020 7774 1000
(Financial Adviser to Wireless)

Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for UTV and no one else in connection
with the Offer and will not be responsible to anyone other than UTV for
providing the protections afforded to clients of Numis nor for providing advice
in relation to the Offer or in relation to the contents of this announcement or
any transaction or arrangement referred to herein.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Wireless
and no one else in connection with the Offer and will not be responsible to
anyone other than Wireless for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in relation to the Offer or
in relation to the contents of this announcement or any transaction or
arrangement referred to herein.
The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia or Japan or
by use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, any of these
jurisdictions and doing so may render invalid any purported acceptance of the
Offer. Accordingly, copies of this announcement and any other document relating
to the Offer are not being, and must not be, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan. Any person
(including, without limitation, custodians, nominees and trustees) who may have
contractual or legal obligations, or may otherwise intend, to forward this
announcement to any jurisdiction outside the United Kingdom should read the
relevant provisions of the Offer Document before taking any action.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
This announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities.
The Offer will be subject to the City Code. Under the rules of the City Code,
there are certain dealing disclosure requirements which apply in respect of
dealings in relevant securities during an offer period. An offer period was
deemed to have commenced by virtue of the announcement on 14 February 2005 that
Wireless had received a proposal regarding a possible cash offer for Wireless.
As a result, any person who, alone or acting together with any other person(s)
pursuant to an agreement or understanding (whether formal or informal) to
acquire or control securities of UTV or Wireless, owns or controls, or becomes
the owner or controller, directly or indirectly of one per cent. or more of any
class of securities of UTV or Wireless is generally required under the
provisions of Rule 8 of the City Code to notify a Regulatory Information Service
and the Panel of every dealing in such securities until such time as the offer
period ends for the purposes of the City Code. If required, any disclosures
should be made on an appropriate form by no later than 12 noon London time on
the business day following the date of the dealing transaction. These
disclosures should be sent to a Regulatory Information Service with a copy sent
(by fax or email) to the Panel (fax number +44 (0)20 7236 7013, email:
monitoring@disclosure.org.uk).
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as 'intends',
'expects', 'anticipates', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of UTV and Wireless, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where UTV and Wireless do
business, are less favourable than expected; and/or conditions in the securities
market are less favourable than expected.

                                  
                                   Part 2 of 2
   Not for release, publication or distribution in or into or from the United
                                States, Canada,
                               Australia or Japan
                             
                             Ulster Television plc
Recommended cash offer for The Wireless Group Plc to be made by Numis Securities
                  Limited on behalf of Ulster Television plc.

   • The Offer will be 91 pence in cash for each Wireless Share.

   • Wireless Shareholders will also be offered a Partial Share Alternative
    on the basis of 71.5 pence in cash and 0.03951 New UTV Shares for every
    Wireless Share.

   • UTV has received undertakings to accept the Offer in respect of
    approximately 51.2 per cent., in aggregate, of the existing issued ordinary
    share capital of Wireless. These undertakings remain binding in the event of
    a competing or higher offer from a third party.
   • UTV has agreed to acquire (subject to the Offer becoming unconditional
    in all respects) News International Limited's entire holding of Wireless B
    Shares (comprising 18,410 Wireless B Shares, being all of the issued
    Wireless B Shares).

1. Introduction
The Board of UTV and the Wireless Independent Directors are pleased to announce
a recommended cash offer to be made by Numis on behalf of UTV for the entire
issued and to be issued ordinary share capital of Wireless.

2. Terms of the Offer
The Offer, which will be made on the terms and subject to the conditions set out
below and in Appendix I to this announcement, and subject to the further terms
to be set out in the Offer Document and in the Form of Acceptance, will be made
on the following basis:

for each Wireless Share                  91 pence in cash

On this basis, the Offer values the entire existing issued and to be issued
ordinary share capital of Wireless (assuming full exercise of the options
granted under the Wireless Share Option Schemes which will become exercisable at
or below the Offer Price upon the Offer becoming or being declared unconditional
in all respects and full conversion of the Wireless B Shares) at approximately
£98.2 million.

The Offer represents a premium of (i) approximately 10.3 per cent. over the
closing middle market price of 82.5 pence per Wireless Share on 18 April 2005,
the last dealing day prior to the date of the announcement by UTV that it was in
discussions concerning a potential offer for Wireless and (ii) approximately 1.1
per cent. over the closing middle market price of 90 pence per Wireless Share on
11 February 2005, the last dealing day prior to the announcement by Wireless
that it had received a proposal regarding a possible cash offer for Wireless.
The Wireless Shares are to be acquired, pursuant to the Offer, fully paid and
free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests of any nature whatsoever
and together with all rights now or hereafter attaching to them.

3. Partial Share Alternative

Wireless Shareholders who validly accept the Offer will be able to elect for the
Partial Share Alternative in respect of all or part of their holdings of
Wireless Shares, in which case such Wireless Shares shall be acquired on the
following basis:
for each Wireless Share 71.5 pence in cash and 0.03951 New UTV Shares
and so in proportion for any other number of Wireless Shares which are the
subject of valid elections for the Partial Share Alternative.
The Partial Share Alternative values each Wireless Share at 91 pence and the
entire issued and to be issued ordinary share capital of Wireless (assuming full
exercise of the options granted under the Wireless Share Option Schemes which
will become exercisable at or below the Offer Price upon the Offer becoming or
being declared unconditional in all respects and full conversion of the Wireless
B Shares) at approximately £98.2 million, based on the closing middle market
price of 493.5 pence per UTV Share on the date of this announcement. On this
basis, the Partial Share Alternative represents a premium of (i) approximately
10.3 per cent. over the closing middle market price of 82.5 pence per Wireless
Share on 18 April 2005, the last dealing date prior to the date on which UTV
announced that it was in discussions concerning a potential offer for Wireless
and (ii) approximately 1.1 per cent. over the closing middle market price of 90
pence per Wireless Share on 11 February 2005, the last dealing day prior to the
announcement by Wireless that it had received a proposal regarding a possible
cash offer for Wireless.
Fractions of New UTV Shares will not be allotted and the number of New UTV
Shares allotted to each Wireless Shareholder who validly accepts the Offer and
elects for the Partial Share Alternative will be rounded down to the nearest
whole number. The amount of any entitlement to a fraction of a New UTV Share
shall be paid in full in cash to the accepting Wireless Shareholder.
Full election under the Partial Share Alternative in respect of all of the
Wireless Shares (assuming full exercise of the options granted under the
Wireless Share Option Schemes which will become exercisable at or below the
Offer Price upon the Offer becoming or being declared unconditional in all
respects) would involve the issue of 3,536,231 New UTV Shares representing
approximately 6.1 per cent. of the enlarged issued ordinary share capital of UTV
(being less than 10 per cent. of the current issued ordinary share capital of
UTV). Each of News International and LMC Radio have irrevocably undertaken not
to elect for the Partial Share Alternative in respect of their entire beneficial
holdings of Wireless Shares. The New UTV Shares to which they would otherwise be
entitled under the Partial Share Alternative will therefore be available to
satisfy elections under the Additional Share Facility referred to below.
Elections for the Partial Share Alternative will only be accepted in respect of
whole numbers of Wireless Shares.
The Partial Share Alternative is conditional on the Offer becoming or being
declared unconditional in all respects.
The Partial Share Alternative will remain open for acceptance until 3.00 p.m. on
the First Closing Date. If, at that time, the Offer is or is capable of being
declared unconditional as to acceptances and it is so declared, or it is not so
declared and it is extended, the Partial Share Alternative will remain open for
14 days thereafter, but may then be closed without prior notice. If the Partial
Share Alternative closes or lapses at a time when the Offer remains conditional
as to acceptances, the right is reserved to reintroduce a partial share
alternative so long as the Offer is then unconditional as to acceptances.
UTV currently intends to close the Partial Share Alternative 14 days after the
First Closing Date to avoid any obligation to publish a prospectus under the
Prospectus Directive to be implemented with effect from 1 July 2005.

4. Additional Share Facility

Wireless Shareholders who validly accept the Offer and who validly elect for the
Partial Share Alternative in respect of their entire holding of Wireless Shares
may elect, subject to availability, to receive additional New UTV Shares instead
of all or part of the cash that they would otherwise be entitled to under the
Partial Share Alternative. By making an election under the Additional Share
Facility, such Wireless Shareholders will receive New UTV Shares on the
following basis:
for every 1 pence in cash to which they 0.0020263 New UTV Share(s)
would otherwise be entitled under the
Partial Share Alternative

The aggregate number of New UTV Shares available to satisfy elections under the
Additional Share Facility shall not exceed the aggregate number of New UTV
Shares available under the Partial Share Alternative and not utilised by
elections under it. Any available New UTV Shares after satisfaction in full of
the elections for the share element under the Partial Share Alternative will be
applied in satisfying as far as possible, on a pro rata basis, Additional Share
Elections.
The Additional Share Facility is conditional upon the Offer becoming or being
declared unconditional in all respects.
The Additional Share Facility will remain open for so long as the Partial Share
Alternative remains open.

5. Background to, reasons for and benefits of the Offer

The UTV Board believes that the combination of UTV and Wireless has a compelling
strategic, commercial and financial rationale.

Strategic Rationale

The UTV Board has been considering for some time the possibility of developing a
radio strategy in Great Britain. Given the scale and market share of UTV's
current business in Northern Ireland and the Republic of Ireland, the Board
concluded that one way of continuing to build the UTV Group's radio business and
leverage its expertise in this area was to explore opportunities for acquiring
radio businesses in Great Britain.
Wireless' national franchise and diversified portfolio of local stations will
provide a significant contribution to developing UTV's strategy of expansion in
the radio sector and UTV's existing expertise will enable it to assist Wireless
in further developing its leading role in UK radio broadcasting. The acquisition
will provide additional financial strength to drive both organic growth and the
potential for subsequent acquisition-led growth. The UTV Board believes that it
can be used as the cornerstone of a broader radio strategy in Great Britain.
The Enlarged Group will have extensive broadcasting assets and will be well
placed to pursue opportunities in both analogue and digital broadcasting. In
analogue radio, the Enlarged Group will hold one of three commercial national
licences, will own 22 independent local radio stations and will have interests
in three other independent local radio stations. In digital radio, the
combination of digital radio broadcasting and Wireless's interests in local
digital multiplexes will enable exploitation of the strong anticipated growth in
take-up in this sector - 13 million homes in the UK are forecast to have digital
radio in 2008 (up from approximately 1 million in 2004).

Commercial Rationale

The UTV Board believes that the Enlarged Group will provide a very attractive
marketing proposition to both local and national advertisers and will therefore
seek to exploit the forecasted growth in radio advertising expenditure, which
increased by 3.4 per cent. to £604 million in 2004 and is expected to rise at
the same rate in 2005. The Enlarged Group will aim to increase advertising
revenue by promoting its wider geographic coverage and offering of channels.
Financial Rationale
Attractive cost savings: The UTV Board believes that the annualised pre-tax
operating cost savings resulting from the Offer will amount to at least £1.5
million in the first full financial year of ownership of Wireless (the year to
31 December 2006) *. These savings will be realised through operational
efficiencies as well as the rationalisation of stock exchange listing and
headquarters' costs and other overhead areas.
Earnings accretion: The UTV Board believes that the Offer, if successful, will
have an accretive effect on earnings per UTV Share in the first full financial
year of ownership of Wireless.*
(*Note: This statement does not constitute a profit forecast nor should it be
interpreted to mean that future earnings per UTV Share following the Offer
becoming or being declared unconditional in all respects will necessarily match
or exceed historical earnings per UTV Share.)

6. Further terms of the Offer

The Offer will be conditional, inter alia, on the passing of the Resolutions by
UTV Shareholders at the EGM, which, if passed, will approve the Offer as a Class
1 transaction, enable the UTV Directors to offer the New UTV Shares under the
Partial Share Alternative and the Additional Share Facility and amend the
articles of association of UTV to increase its borrowing powers.
The New UTV Shares will be issued credited as fully paid and free from all
liens, equities, charges, encumbrances and other interests. The New UTV Shares
will be identical to and rank pari passu in all respects with the existing
issued UTV Shares, including the right to receive and retain all dividends and
other distributions declared, made or paid thereafter, save that the New UTV
Shares will not carry the right to receive the final UTV dividend in respect of
the year ended 31 December 2004 of 7p (net) per UTV Share.
The Offer will also be subject to the conditions and further terms set out in
Appendix I to this announcement and the further terms and conditions to be set
out in the Offer Document and Form of Acceptance.

7. Irrevocable Undertakings and Wireless B Shares

UTV has received an irrevocable undertaking to accept the Offer from Keith
Sadler, being the only Wireless Independent Director who is also a Wireless
Shareholder, in respect of his entire beneficial holdings of Wireless Shares,
amounting to 2,000 Wireless Shares, representing approximately 0.0024 per cent.,
in aggregate, of the existing issued ordinary share capital of Wireless.
In addition, Wireless has received irrevocable undertakings to accept the Offer
and not to elect for the Partial Share Alternative from News International and
LMC Radio in respect of their entire beneficial holdings of Wireless Shares,
amounting to 42,804,987 Wireless Shares, representing approximately 51.2 per
cent, in aggregate, of the existing issued ordinary share capital of Wireless.
Accordingly, Wireless has received irrevocable undertakings to accept the Offer
in respect of 42,806,987 Wireless Shares, representing approximately 51.2 per
cent of the existing issued ordinary share capital of Wireless.
The terms of the irrevocable undertakings require acceptance of the Offer even
if a competing or higher offer is made by a third party. Such undertakings will
cease to be binding only if the Offer lapses or is withdrawn.
In addition, pursuant to an agreement between UTV and News International, dated
the same day as this announcement, News International has (subject to the Offer
becoming unconditional in all respects) agreed to sell its entire holding of
Wireless B Shares (comprising 18,410 Wireless B Shares, being all of the issued
Wireless B Shares) for £910 per Wireless B Share (being an amount equal to the
value, at the Offer Price, of the Wireless Shares into which such Wireless B
Shares are convertible).

8. Financing of the Offer

The cash consideration payable under the Offer is being financed by a committed
debt facility agreement with The Governor and Company of The Bank of Ireland.
Further details of the facility agreement will be set out in the Offer Document.

9. Information on UTV

UTV is the Northern Ireland ITV broadcaster and is also received by
approximately two thirds of households in the Republic of Ireland. It is listed
on the Official List with a market capitalisation of approximately £268 million
as at the date of this announcement.
UTV has five independent local radio stations in the Republic of Ireland,
broadcasting to Cork, Limerick, Dublin, Drogheda and Dundalk, and also has a
33.3 per cent. interest in Juice FM, an independent local radio station
operating in Liverpool. UTV was recently awarded the radio broadcasting licence
covering Belfast and the surrounding area. This new licence will come on air
early next year, broadcasting to approximately 55 per cent. of the adult
population in Northern Ireland and adding to the 51 per cent. of the adult
population in the Republic of Ireland to which UTV's stations already broadcast.
A further 16 per cent. of the adult population in the Republic of Ireland is
served by independently owned radio stations whose airtime is sold by UTV's
radio sales house.
Detailed financial information on UTV for the three years ended 31 December 2004
will be set out in the Offer Document which will be despatched to Wireless
Shareholders shortly. The summarised historical results of UTV set out below
have been extracted from the audited consolidated accounts of UTV:

                                                        Year ended 31 December
                                              2004          2003          2002
                                             £'000         £'000         £'000
Turnover                                    63,503        53,961        47,294
Profit before taxation and goodwill
amortisation                                17,497        13,625        13,947
Profit before taxation                      13,868         9,536        11,281
Net assets                                  34,275        29,783        25,862
Net debt                                   (18,456)      (29,051)      (27,425)

10. Information on Wireless

Wireless is the UK's fifth largest radio broadcaster as measured by ownership
points. Its principal operations comprise talkSPORT, a national, speech based,
sports station, and 17 independent local radio stations, predominantly in the
Northwest of England, Scotland and Wales.
In addition, Wireless has expanded into digital radio and currently owns stakes
in consortia that hold local digital multiplex licences covering Greater London,
Scotland, Stoke, South Wales and Bradford and Huddersfield.
Detailed financial information on Wireless for the three years ended 31 December
2004 will be set out in the Offer Document which will be despatched to Wireless
Shareholders shortly. The summarised historical results of Wireless set out
below have been extracted from the audited consolidated accounts of Wireless:

                                                        Year ended 31 December
                                   2004       As reported   Restated      2002
                                  £'000              2003       2003     £'000
                                                    £'000      £'000
                                                               
Turnover                         39,722            32,547     32,547    28,470
Profit/(Loss) before taxation
and                               2,134             1,091      1,091    (5,056)
goodwill amortisation
Profit/(Loss) before taxation    (9,697)          (11,175)   (11,175)  (20,260)
Net assets                       16,361            20,029     19,745    31,172
Net debt                         (5,740)           (3,345)    (3,345)   (5,088)

11. Current Trading of UTV and Wireless and Prospects for the Enlarged Group

UTV

On 21 February 2005, UTV completed the acquisition of the local independent
radio station LMFM, covering Drogheda and Dundalk, for £6.7 million. On 7 March
2005, UTV announced that it had been awarded the new Belfast radio licence by
the communications regulator, Ofcom. The new station will broadcast on 105.1 FM
to Belfast and the surrounding area.
As stated in UTV's announcement of its preliminary results on 7 March 2005,
television and radio advertising revenues were expected to be 5 per cent. up and
20 per cent. up respectively in the first quarter of 2005. The UTV Board
considers the financial and trading prospects for UTV for the current financial
year to be satisfactory.
Wireless
As stated in Wireless's announcement of its preliminary results on 30 March 2005
, the first quarter of 2005 has started well with cash revenues for the Wireless
Group up 9.9 per cent. against the same quarter in 2004, although the Wireless
Board expects that revenues will be affected in April by the General Election,
with some advertisers not spending until after the General Election in May. The
Wireless Board considers the financial and trading prospects for Wireless for
the current financial year to be satisfactory.

Prospects for the Enlarged Group

The UTV Directors believe that the acquisition of Wireless will strengthen UTV's
position as a TV and radio broadcaster in the Republic of Ireland and the UK.
The Enlarged Group is expected to benefit from having an increased presence,
with a wider offering of broadcasting assets with which to develop cross-selling
opportunities.

The benefits of the acquisition are likely to be reflected in the Enlarged
Group's financial year ending 31 December 2006. * If the Offer becomes wholly
unconditional, the increased size of the Enlarged Group will enable the UTV
Board to explore further strategic opportunities in the broadcasting sector.

The Uncle Board considers the financial and trading prospects for the Enlarged
Group for the current financial year to be satisfactory.

(*Note: This statement does not constitute a profit forecast nor should it be
interpreted to mean that future earnings per UTV Share following the Offer
becoming or being declared unconditional in all respects will necessarily match
or exceed historical earnings per UTV Share.)

12. Inducement Fee

On the date of this announcement Wireless has entered into an inducement fee
agreement with UTV pursuant to which it has undertaken to pay UTV a sum of
£940,000 (inclusive of VAT) if:
(a) prior to the Offer lapsing or being withdrawn, an offer for Wireless (or for
all or substantially all of Wireless's business) from a third party is announced
which becomes or is declared unconditional in all respects before the expiry of
six months after the Offer lapses or is withdrawn; or
(b) the Wireless Independent Directors withdraw or modify their recommendation
of the Offer in a manner adverse to the Offer and the Offer subsequently lapses
or is withdrawn,
provided that the sum is not payable if the Offer lapses or is withdrawn because
of the failure of UTV Shareholders to approve the Offer or because of a failure
to obtain certain regulatory approvals.

13. Directors, management and employees

UTV has given assurances to the Wireless Independent Directors that, following
the Offer becoming or being declared unconditional in all respects, the existing
employment rights, including pension rights, of all employees of the Wireless
Group will be fully safeguarded.

14. Wireless Share Option Schemes

The Offer will extend to any Wireless Shares which are unconditionally allotted
or issued fully paid (or credited as fully paid) including pursuant to the
exercise of options granted under the Wireless Share Option Schemes prior to the
date on which the Offer closes (or such earlier date as UTV may, subject to the
Code, determine, not (without the consent of the Panel) being earlier than the
date on which the Offer becomes unconditional as to acceptances or, if later,
the First Closing Date of the Offer). All options granted under the Wireless
Share Option Schemes that are not already exercisable become exercisable if the
Offer becomes or is declared unconditional in all respects.
To the extent that such options remain unexercised, UTV will make appropriate
proposals to Wireless Option Holders once the Offer becomes or is declared
unconditional in all respects.

15. Compulsory acquisition and de-listing

If the Offer becomes or is declared unconditional in all respects, UTV intends
to procure the making of applications by Wireless to the UK Listing Authority
for the cancellation of the listing of the Wireless Shares on the Official List
and to the London Stock Exchange for the cessation of trading of Wireless Shares
on its market for listed securities. It is anticipated that de-listing and
cancellation of trading will take effect no earlier than 20 business days after
the Offer becomes or is declared unconditional in all respects. De-listing would
significantly reduce the liquidity and marketability of any Wireless Shares not
assented to the Offer.
If UTV receives acceptances under the Offer in respect of, and/or otherwise
acquires an aggregate of 90 per cent. or more of the Wireless Shares to which
the Offer relates, UTV intends to exercise its rights pursuant to the provisions
of sections 428 to 430F (inclusive) of the Act to acquire compulsorily the
remaining Wireless Shares.
UTV does not intend to publish a prospectus in connection with the Partial Share
Alternative or the Additional Share Facility. Accordingly, as a consequence of
the proposed implementation of the Prospectus Directive in the UK on 1 July 2005
and in the absence of such a prospectus, no further New UTV Shares are permitted
to be offered as consideration to Wireless Shareholders under the Partial Share
Alternative or Additional Share Facility after such date. For this reason, as
set out above, UTV currently intends to close both the Partial Share Alternative
and Additional Share Facility 14 days after the First Closing Date, which will
be prior to 1 July 2005. As regards any Wireless Shares to be acquired by UTV
under the compulsory acquisition provisions in the Act, no election for New UTV
Shares received after 30 June will be valid. However, as required under the Act,
Wireless Shareholders receiving notices under section 429 of the Act will be
entitled to elect, after 30 June 2005, to receive the cash equivalent of the New
UTV Shares to which they would otherwise have been entitled if they had been
able to elect for the Partial Share Alternative and/or the Additional Share
Facility. The cash equivalent will be calculated by reference to the market
value of the UTV Shares on the date the relevant section 429 notice is issued.

16. Recommendation

The Wireless Independent Directors, who have been so advised by Goldman Sachs
International, consider the terms of the Offer to be fair and reasonable. In
providing their advice to the Wireless Independent Directors, Goldman Sachs
International has taken into account the Wireless Independent Directors'
commercial assessments. Accordingly, the Wireless Independent Directors
unanimously recommend that Wireless Shareholders accept the Offer and the only
Wireless Independent Director who is also a Wireless Shareholder has irrevocably
undertaken to accept the Offer in respect of his own beneficial holdings of
Wireless Shares of, in aggregate, 2,000 Wireless Shares, representing
approximately 0.0024 per cent. of the existing ordinary issued share capital of
Wireless.
As described in the announcement issued by Wireless on 14 February 2005, it
received a proposal regarding a possible offer for Wireless that would have
involved the participation of Kelvin MacKenzie. Accordingly, Kelvin MacKenzie
has played no part in the deliberations of the Wireless Directors regarding the
Offer. Graham Hollis and Dick Linford have participated in the deliberations of
the Wireless Directors regarding the Offer but, because of their relationship
with major shareholders of Wireless, have not played any part in the decision of
the Wireless Independent Directors to recommend that Wireless Shareholders
accept the Offer.

17. Disclosure of interests in Wireless

Other than pursuant to the undertakings referred to in paragraph 7 of this
announcement, neither UTV nor, so far as UTV is aware, any party acting in
concert with UTV for the purposes of the City Code, owns or controls, or holds
any options over or has entered into any derivative referenced to, securities of
Wireless which remain outstanding on 5 May 2005, being the last dealing day
prior to the announcement of the Offer.

18. General

The Offer will be open for at least 21 days from the date of the Offer Document.
It is expected that the Offer Document will be despatched to Wireless
Shareholders shortly.
This announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities. The conditions and principal further
terms of the Offer are set out in Appendix I to this announcement. The Offer
will be subject to the further terms and conditions set out in the Offer
Document and the Form of Acceptance.
The definitions of terms used in this announcement are contained in Appendix III
to this announcement.

Jag Mundi, Head of Corporate Finance
Chris Wilkinson, Director, Corporate Broking
Numis Securities Limited                                 Tel: 020 7776 1500
(Financial Adviser to UTV)

Richard Campbell-Breeden, Managing Director
Robert Sorrell, Executive Director
Goldman Sachs International                              Tel: 020 7774 1000
(Financial Adviser to Wireless)

David Rydell / Dan de Belder
Bell Pottinger Corporate & Financial                     Tel: 020 7861 3232
(PR Adviser to Wireless)

The Offer will be subject to the City Code. Under the rules of the City Code,
there are certain dealing disclosure requirements which apply in respect of
dealings in relevant securities during an offer period. An offer period was
deemed to have commenced upon the announcement on 14 February 2005 that Wireless
had received a proposal regarding a possible cash offer for Wireless. As a
result, any person who, alone or acting together with any other person(s)
pursuant to an agreement or understanding (whether formal or informal) to
acquire or control securities of UTV or Wireless, owns or controls, or becomes
the owner or controller, directly or indirectly of one per cent. or more of any
class of securities of UTV or Wireless is generally required under the
provisions of Rule 8 of the City Code to notify a Regulatory Information Service
and the Panel of every dealing in such securities until such time as the offer
period ends for the purposes of the City Code. If required, any disclosures
should be made on an appropriate form by no later than 12 noon London time on
the business day following the date of the dealing transaction. These
disclosures should be sent to a Regulatory Information Service with a copy sent
(by fax or email) to the Panel (fax number +44 (0)20 7236 7013, email:
monitoring@disclosure.org.uk).
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for UTV and no one else in connection
with the Offer and will not be responsible to anyone other than UTV for
providing the protections afforded to clients of Numis nor for providing advice
in relation to the Offer or in relation to the contents of this announcement or
any transaction or arrangement referred to herein.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Wireless
and no one else in connection with the Offer and will not be responsible to
anyone other than Wireless for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in relation to the Offer or
in relation to the contents of this announcement or any transaction or
arrangement referred to herein.
The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia or Japan or
by use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, any of these
jurisdictions and doing so may render invalid any purported acceptance of the
Offer. Accordingly, copies of this announcement and any other document relating
to the Offer are not being, and must not be, marked or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan. Any person
(including, without limitation, custodians, nominees and trustees) who may have
contractual or legal obligations, or may otherwise intend, to forward this
announcement to any jurisdiction outside the United Kingdom should read the
relevant provisions of the Offer Document before taking any action.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
The financial information set out in this document relating to UTV does not
constitute statutory accounts within the meaning of section 262 of the Order.
Ernst & Young LLP, Chartered Accountants, have given unqualified audit reports
on the statutory accounts of UTV for each of the three financial years ended 31
December 2002, 2003 and 2004. Statutory accounts of the UTV Group for each of
the two financial years ended 31 December 2002, and 2003 have been delivered to
the Registrar of Companies in Northern Ireland pursuant to section 262 of the
Order. Statutory accounts of the UTV Group for the financial year ended 31
December 2004 will be delivered to the Registrar of Companies in Northern
Ireland pursuant to section 262 of the Order in due course.
The financial information set out in this document relating to Wireless does not
constitute statutory accounts within the meaning of section 240 of the Act.
PricewaterhouseCoopers LLP, Chartered Accountants, have given unqualified audit
reports on the statutory accounts of Wireless for each of the three financial
years ended 31 December 2002, 2003 and 2004. Statutory accounts of the Wireless
Group for each of the two financial years ended 31 December 2002 and 2003 have
been delivered to the Registrar of Companies in England and Wales. Statutory
accounts of the Wireless Group for the financial year ended 31 December 2004
will be delivered to the Registrar of Companies in England and Wales in due
course.

                                   Appendix 1

1. Conditions and certain terms of the Offer

The Offer will be subject to the following conditions and to the further terms
and conditions set out in the Offer Document and the Form of Acceptance:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the First Closing Date (or such later time(s) and/or
date(s) as UTV may, subject to the rules of the Code, decide) in respect of not
less than 90 per cent. (or such lesser percentage as UTV may decide) in nominal
value of the Wireless Shares to which the Offer relates, provided that this
condition will not be satisfied unless UTV and/or any of its associates shall
have acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Wireless Shares carrying in aggregate more than 50 per cent. of the voting
rights then exercisable at a general meeting of Wireless including, to the
extent (if any) required by the Panel, any voting rights attaching to any
Wireless Shares which are unconditionally allotted before the Offer becomes or
is declared unconditional as to acceptances pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the purposes of
this condition:

(i) Wireless Shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry upon issue; and

(ii) the expressions 'Wireless Shares to which the Offer relates' and
'associates' shall be construed in accordance with sections 428 to 430F of the
Act;

(iii) valid acceptances shall be deemed to have been received in respect of
Wireless Shares which are treated for the purposes of section 429(8) of the Act
as having been acquired or contracted to be acquired by UTV and/or its
wholly-owned subsidiaries by virtue of acceptances of the Offer;

(b) the UK Listing Authority announcing its decision to admit the New UTV Shares
to the Official List and such admission becoming effective in accordance with
paragraph 7.1 of the Listing Rules of the UK Listing Authority and the London
Stock Exchange agreeing to admit the New UTV Shares to trading and (unless the
Panel agrees otherwise) such admission becoming effective in accordance with the
London Stock Exchange Admission and Disclosure Standards;

(c) the passing at an extraordinary general meeting of UTV (or at any
adjournment of such a meeting) of such resolution or resolutions as may be
necessary to approve, effect and implement or authorise the implementation of
the Offer, the acquisition of Wireless Shares pursuant to the Offer or
otherwise, the issue of the New UTV Shares, the increase in the borrowing powers
of UTV under its articles of association and the making of any necessary offer,
proposal or other arrangement to holders of options under the Wireless Share
Option Schemes;

(d) to the extent that the Irish Competition Act, 2002 ('the Competition Act')
is applicable to the Offer and in the event that the Competition Authority
notifies UTV that it considers the Offer to be a media merger within the meaning
of section 23(10) of the Competition Act, the first of one of the following
events having occurred in Ireland:

(i) the Competition Authority having informed UTV that it has determined,
pursuant to section 21(2)(a) of the Competition Act, that the Offer may be put
into effect and the Minister for Enterprise, Trade and Employment ('the
Minister') not having directed the Competition Authority pursuant to section 23
(2) of the Competition Act within the period specified in section 23(2) of the
Competition Act to carry out an investigation of the Offer under section 22 of
the Competition Act;

(ii) the period specified in section 21(2) of the Competition Act (as may be
extended under section 21(4) of the Competition Act) having elapsed without the
Competition Authority having informed UTV of the determination (if any) it has
made under section 21(2)(a) or 21(2)(b) of the Competition Act;

(iii) the Competition Authority having carried out an investigation under
section 22 of the Competition Act and having made a determination under section
22(3)(a) or under section 22(3)(c) of the Competition Act on terms reasonably
acceptable to UTV, and the Minister not having made an order within the period
specified in section 23(4) of the Competition Act;

(iv) the Competition Authority having carried out an investigation under section
22 of the Competition Act and having made a determination under section 22(3)(a)
or 22(3)(c) of the Competition Act and one of the following events having
occurred:

(A) the Minister having made an order under section 23(4)(a) of the Competition
Act; or

(B) the Minister having made an order under section 23(4)(b) of the Competition
Act on terms reasonably acceptable to UTV;

(v) the period specified in section 19(1)(d) of the Competition Act having
elapsed without the Competition Authority having made a determination under
section 22 of the Competition Act; or

(vi)                            the Competition Authority having carried out an
investigation under section 22 of the Competition Act and having made a
determination under section 22(3)(a) or under section 22(3)(c) of the
Competition Act on terms reasonably acceptable to UTV and either House of the
Oireachtas having passed a resolution annulling an order made by the Minister
under Section 23(4) of the Competition Act;

(e)                    if the Secretary of State for Trade and Industry gives a
special intervention notice under section 59 of the Enterprise Act 2003 or an
intervention notice under section 42 of the Enterprise Act 2002, the Offer not
being referred to the UK Competition Commission;

(f) the Office of Communications not notifying UTV that the Offer will lead to
the revocation of any licences granted to any member of the Wireless group under
the Broadcasting Act 1990 or the Broadcasting Act 1996 (each as amended);

(g) no government or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority, court, trade agency, association or
institution or professional or environmental body or any other similar person or
body whatsoever in any relevant jurisdiction (each a 'Third Party') having
decided to take, instituted, implemented or threatened any action, proceedings,
suit, investigation, enquiry or reference or having required any action to be
taken or information to be provided or otherwise having done anything or having
made, proposed or enacted any statute, regulation, order or decision or having
done anything which would or might reasonably be expected to:

(i) make the Offer or its implementation, or the acquisition or the proposed
acquisition by UTV of any shares or other securities in, or control of, Wireless
or any of its subsidiaries or subsidiary undertakings or associated undertakings
(including any joint venture, partnership, firm or company in which any member
of the Wireless Group is substantially interested) (the 'wider Wireless Group'
(and 'member of the wider Wireless Group' shall be construed accordingly)) void,
illegal or unenforceable in any jurisdiction, or otherwise materially restrain,
prohibit, restrict, prevent or delay the same or impose additional material
conditions or material financial or other obligations with respect thereto, or
otherwise challenge or interfere therewith;

(ii) require, prevent or materially delay the divestiture or materially alter
the terms envisaged for any proposed divestiture by UTV or any of its
subsidiaries or subsidiary undertakings or associated undertakings (including
any joint venture, partnership, firm or company in which any member of the UTV
Group is substantially interested) (the 'wider UTV Group' (and 'member of the
wider UTV Group' shall be construed accordingly)) of any Wireless Shares or of
any shares in a member of the wider UTV Group;

(iii) require, prevent or materially delay the divestiture or materially alter
the terms envisaged for any proposed divestiture by any member of the wider UTV
Group or by any member of the wider Wireless Group of all or any material
portion of their respective businesses, assets or property, or (to an extent
which is material in the context of the Offer or the wider Wireless Group
concerned taken as a whole) impose any limit on the ability of any of them to
conduct their respective businesses (or any of them) or to own or control any of
their respective assets or properties or any part thereof;

(iv) impose any material limitation on, or result in any material delay in, the
ability of any member of the wider UTV Group or any member of the wider Wireless
Group to acquire, hold or exercise effectively, directly or indirectly, all or
any rights of ownership of Wireless Shares or any shares or securities
convertible into Wireless Shares or to exercise voting or management control
over any member of the wider Wireless Group or any member of the wider UTV Group
in any such case which is material in the context of the wider Wireless Group
taken as a whole;

(v) save as disclosed to UTV prior to the date of this announcement, require any
member of the wider UTV Group and/or of the wider Wireless Group to acquire or
offer to acquire or repay any shares or other securities in and/or indebtedness
of any member of the wider Wireless Group owned by or owed to any Third Party in
circumstances which would impose on UTV or any member of the Wireless Group a
liability which is material in the context of the wider UTV Group taken as a
whole or the wider Wireless Group taken as a whole as the case may be;

(vi) impose any limitation on the ability of any member of the wider UTV Group
and/or of the wider Wireless Group to integrate or co-ordinate its business, or
any part of it, with the business of any member of the wider Wireless Group or
of the wider UTV Group respectively, in each case in a manner which would be
material in the context of the wider UTV Group taken as a whole or the wider
Wireless Group taken as a whole; or

(vii) otherwise adversely affect any or all of the businesses, assets,
prospects, profits or financial or trading position of any member of the wider
Wireless Group or any member of the wider UTV Group to an extent which is
material in the context of the Offer or any such group taken as a whole,

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

(h) all necessary filings and applications having been made and all necessary
waiting and other time periods (including any extensions thereof) under any
applicable legislation or regulations of any relevant jurisdiction having
expired, lapsed or been terminated and all statutory or regulatory obligations
in any relevant jurisdiction having been complied with in each case as may be
necessary in connection with the Offer and its implementation or the acquisition
or proposed acquisition by UTV or any member of the wider UTV Group of any
shares or other securities in, or control of, Wireless or any member of the
wider Wireless Group and all authorisations, orders, recognitions, grants,
consents, clearances, confirmations, licences, certificates, permissions and
approvals ('Authorisations') which are material and necessary or appropriate for
or in respect of the Offer or the acquisition or proposed acquisition by UTV of
any shares or other securities in, or control of, Wireless or the carrying on by
any member of the wider Wireless Group of its business or in relation to the
affairs of any member of the wider Wireless Group (where such business is
material in the context of the wider Wireless Group taken as a whole) having
been obtained in terms and in a form reasonably satisfactory to UTV from all
appropriate Third Parties or persons with whom any member of the wider Wireless
Group has entered into contractual arrangements and all such Authorisations
remaining in full force and effect and there being no notice or intimation of
any intention to revoke, suspend, restrict or amend or not renew the same at the
time at which the Offer becomes or is declared wholly unconditional in each case
where the absence of such Authorisation would have a material adverse effect on
the wider Wireless Group or on the wider UTV Group taken as a whole;

(i) since 31 December 2004 and except as expressly disclosed in Wireless's
annual report and accounts for the year ended 31 December 2004 or as disclosed
by or on behalf of Wireless to UTV or its advisers prior to the Disclosure Date
or as otherwise publicly announced by Wireless on or prior to the Disclosure
Date through a RIS, there being no provision of any arrangement, agreement,
licence or other instrument to which any member of the wider Wireless Group is a
party or by or to which any such member or any of its assets is or are or may be
bound, entitled or subject which, in consequence of the making or implementation
of the Offer or the proposed acquisition of any shares or other securities in,
or control of, Wireless by UTV or because of a change in the control or
management of Wireless or otherwise, could reasonably be expected to result in
(to an extent which is material in the context of the wider Wireless Group taken
as a whole):

(i) any material indebtedness or liabilities actual or contingent of, or any
grant available to, any member of the wider Wireless Group being or becoming
repayable or capable of being declared repayable immediately or prior to its
stated maturity or the ability of any such member to borrow monies or incur any
material indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property, assets
or interests of any member of the wider Wireless Group or any such security
(whenever created, arising or having arisen) being enforced or becoming
enforceable;

(iii) any such arrangement, agreement, licence or instrument or the rights,
liabilities, obligations, or interests of any member of the wider Wireless Group
under any such arrangement, agreement, licence or instrument (or any
arrangement, agreement, licence or instrument relating to any such right,
liability, obligation, interest or business) or the interests or business of any
such member in or with any other person, firm, company or body being or becoming
capable of being terminated or materially and adversely modified or materially
and adversely affected or any material and adverse action being taken or any
onerous obligation or material liability arising thereunder;

(iv) any material asset or interest of any member of the wider Wireless Group
being or falling to be disposed of or charged or ceasing to be available to any
member of the wider Wireless Group or any right arising under which any such
asset or interest could be required to be disposed of or charged or could cease
to be available to any member of the wider Wireless Group, in each case
otherwise than in the ordinary course of business;

(v) any member of the wider Wireless Group ceasing to be able to carry on
business under any name under which it presently does so, where such a result
would be material and adverse in the context of the wider Wireless Group taken
as a whole;

(vi) any member of the wider UTV Group and/or of the wider Wireless Group being
required to acquire or repay any shares in and/or indebtedness of any member of
the wider Wireless Group owned by any Third Party, where such a result would be
material and adverse in the context of the wider Wireless Group taken as a whole
or the wider UTV Group taken as a whole as the case may be;

(vii) any material and adverse change in or effect on the ownership or use of
any intellectual property rights owned or used by any member of the wider
Wireless Group;

(viii) the value or financial or trading position or prospects of any member of
the wider Wireless Group being prejudiced or adversely affected in a manner
which would be material and adverse in the context of the wider Wireless Group
taken as a whole; or

(ix) the creation of any material liability, actual or contingent, by any such
member (other than in the ordinary course of business),

and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument to which any member of the wider Wireless
Group is a party or by or to which any such member or any of its assets may be
bound or be subject, might reasonably be expected to result in any of the events
referred to in this condition (i) to an extent which would be material in the
context of the wider Wireless Group taken as a whole;

(j) since 31 December 2004 and except as disclosed in Wireless's annual report
and accounts for the year ended 31 December 2004 or as disclosed by or on behalf
of Wireless to UTV or its advisers prior to the Disclosure Date or as otherwise
publicly announced by Wireless on or prior to the Disclosure Date through a RIS,
no member of the wider Wireless Group having:

(i) issued or agreed to issue or authorised or proposed the issue of additional
shares or securities of any class, or securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire any such shares, securities or convertible securities (save for issues
between Wireless and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for options as disclosed to UTV granted under
the Wireless Share Option Schemes before the Disclosure Date or the issue of any
Wireless Shares allotted upon the exercise of options granted before the
Disclosure Date under the Wireless Share Option Schemes) or redeemed, purchased,
repaid or reduced or proposed the redemption, purchase, repayment or reduction
of any part of its share capital or any other securities;

(ii) 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 any distribution by any wholly-owned subsidiary within the
Wireless Group;

(iii) save as between Wireless and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose any change in its
share or loan capital which in each case would be material in the context of the
wider Wireless Group taken as a whole;

(iv) save as between Wireless and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or any
acquisition or disposal or transfer of assets or shares (other than in the
ordinary course of business) or any right, title or interest in any assets or
shares or other transaction or arrangement in respect of itself or another
member of the wider Wireless Group which in each case would be material in the
context of the wider Wireless Group taken as a whole;

(v) acquired or disposed of or transferred (other than in the ordinary course of
business) or mortgaged, charged or encumbered any assets or shares or any right,
title or interest in any assets or shares (other than in the ordinary course of
business) or authorised the same or entered into, varied or terminated or
authorised, proposed or announced its intention to enter into, vary, terminate
or authorise any agreement, arrangement, contract, transaction or commitment
(other than in the ordinary course of business and whether in respect of capital
expenditure or otherwise) which is of a loss-making, long-term or unusual or
onerous nature or magnitude, or which involves or could involve an obligation of
such a nature or magnitude, in each case which is material in the context of the
wider Wireless Group taken as a whole;

(vi) entered into any agreement, contract, transaction, arrangement or
commitment (other than in the ordinary course of business) which is material in
the context of the wider Wireless Group taken as a whole;

(vii) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider Wireless Group or the
wider UTV Group or which is or could involve obligations which would or might
reasonably be expected to be so restrictive other than to a nature and extent
which is not material;

(viii) issued, authorised or proposed the issue of or made any change in or to
any debentures, or (other than in the ordinary course of business) incurred or
increased any indebtedness or liability, actual or contingent, which is material
in the context of the wider Wireless Group taken as a whole;

(ix) been unable or admitted 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 or proposed or (other than in respect of a member which is
dormant and was solvent at the relevant time) entered into any composition or
voluntary arrangement with its creditors (or any class of them) or the filing at
court of documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial difficulties,
commenced negotiations with one or more of its creditors with a view to
rescheduling any of its material indebtedness;

(x) made, or announced any proposal to make, any significant change or addition
to any retirement, death or disability benefit or any other employment-related
benefit of or in respect of any of its directors, employees, former directors or
former employees, in each case, which is material to the wider Wireless Group
taken as a whole;

(xi) save as between UTV and its wholly-owned subsidiaries, 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;

(xii) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any service agreement with any
director or senior executive of Wireless or any director or senior executive of
the wider Wireless Group;

(xiii) (other than in respect of a member which is dormant and was solvent at
the relevant time) taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution, striking-off or reorganisation or for the appointment
of a receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or notice of
appointment of an administrator), administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction;

(xiv) made any amendment to its memorandum or articles of association which is
material in the context of the Offer;

(xv) waived or compromised any claim or authorised any such waiver or
compromise, save in the ordinary course of business, which is material in the
context of the wider Wireless Group taken as a whole;

(xvi) taken, entered into or had started or threatened against it in a
jurisdiction outside England and Wales any form of insolvency proceeding or
event similar or analogous to any of the events referred to in conditions (j)
(ix) and (xiii) above; or

(xvii) agreed to enter into or entered into an agreement or arrangement or
commitment or passed any resolution or announced any intention with respect to
any of the transactions, matters or events referred to in this condition (j);

(k) except as publicly announced by Wireless prior to the Disclosure Date
through a RIS or as disclosed by or on behalf of Wireless to UTV or its advisers
prior to the Disclosure Date and save as disclosed in the annual report and
accounts of Wireless for the financial year ended 31 December 2004, since 31
December 2004:

(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits or prospects of the
wider Wireless Group taken as a whole;

(ii) no material litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Wireless Group is or may become a
party (whether as claimant or defendant or otherwise), and no material enquiry
or investigation by or complaint or reference to any Third Party, against or in
respect of any member of the wider Wireless Group, having been threatened,
announced or instituted or remaining outstanding by, against or in respect of
any member of the wider Wireless Group in any way which is material and adverse
in the context of the wider Wireless Group taken as a whole; and

(iii) no contingent or other liability having arisen or become apparent or
increased which would or might reasonably be expected in either case to have a
material adverse effect on the wider Wireless Group taken as a whole;

(l) save as disclosed by or on behalf of Wireless to UTV or its advisers prior
to the Disclosure Date UTV not having discovered:

(i) that any financial, business or other information concerning Wireless or the
wider Wireless Group which is contained in the information disclosed at any time
by or on behalf of any member of the wider Wireless Group either publicly or in
the context of the Offer contains a material misrepresentation of fact which has
not, prior to the Disclosure Date, been corrected by public announcement through
an RIS or omits to state a fact necessary to make the information contained
therein not materially misleading which in any case is material and adverse to
the financial or trading position of the wider Wireless Group taken as a whole;

(ii) any information which materially affects the import of any such information
as is mentioned in condition (l)(i); or

(iii) that any member of the wider Wireless Group is subject to any liability,
contingent or otherwise, which is not disclosed in the annual report and
accounts of Wireless for the financial year ended 31 December 2004 which is
material in the context of the wider Wireless Group taken as a whole.

2. Certain further terms of the Offer

UTV will reserve the right to waive, in whole or in part, all or any of the
above conditions except conditions (a), (b) and (c). The Offer will lapse unless
the conditions set out above are fulfilled or satisfied or (if capable of
waiver) waived by UTV or, where appropriate, have been determined by UTV in its
reasonable opinion to be or to remain satisfied no later than midnight on the
twenty first day after the later of the First Closing Date and the date on which
the Offer becomes or is declared unconditional as to acceptances, or such later
date as UTV may, with the consent of the Panel, decide.
Each of conditions (a) to (l) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.
UTV shall be under no obligation to waive or treat as fulfilled any of
conditions (d) to (l) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
The Offer will lapse if there is a reference to the UK Competition Commission
before the later of 3.00 p.m. on the First Closing Date and the time and date at
which the Offer becomes or is declared unconditional as to acceptances.
In circumstances where the Offer lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and UTV will cease to be
bound by acceptances delivered on or before the date on which the Offer so
lapses.
The Wireless Shares which are the subject of the Offer will be acquired under
the Offer fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights now or hereafter attaching
thereto, including the right to receive and retain in full all dividends and
other distributions declared, made or paid after the date of this announcement.
If UTV is required by the Panel to make an offer for Wireless Shares under the
provisions of Rule 9 of the Code, UTV may make such alterations to the
conditions, including to condition (a) as may be necessary to comply with the
provisions of that Rule.
The Partial Share Alternative and the Additional Share Facility will be
conditional upon the Offer becoming or being declared unconditional in all
respects and will lapse if the Offer lapses or expires.
The Offer will be on the terms and will be subject to the conditions which are
set out in section 1 of this Appendix I and those terms and conditions which
will be set out in the Offer Document and in the Form of Acceptance and such
further terms as may be required to comply with the Listing Rules and the
applicable rules and regulations of the Financial Services Authority, the London
Stock Exchange and the provisions of the Code. The Offer and any acceptances
thereunder will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales.
The Offer will not be made, directly or indirectly, in or into, or by use of
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national exchange of, the United States, nor is the
Offer being made in or into Canada, Australia or Japan. Accordingly, copies of
this announcement are not being, and must not be mailed or otherwise distributed
or sent in or into the United States, Canada, Australia or Japan.

                                  Appendix II

1. Bases and sources

Unless otherwise stated:

(a) financial information relating to UTV has been extracted from the audited
annual report and accounts of the UTV Group for the three years ended 31
December 2004; and

(b) financial information relating to Wireless has been extracted from the
audited annual report and accounts of the Wireless Group for the three years
ended 31 December 2004.

The value of the existing issued and to be issued ordinary share capital of
Wireless is based upon (i) the 83,535,911 Wireless Shares in issue on 5 May
2005; (ii) the full conversion of the Wireless B Shares, which would result in
the issue of 18,410,000 Wireless Shares and (iii) up to 5,966,263 Wireless
Shares in respect of options which will become exercisable at or below the Offer
Price upon the Offer becoming or being declared unconditional in all respects.

2. Other information

Wireless had the following relevant securities in issue as at the close of
business on 5 May 2005:

Wireless Shares:                 83,535,911

Wireless B Shares:               18,410

Options over Wireless Shares:*   5,966,263

UTV had the following relevant securities in issue as at the close of business
on 5 May 2005:

UTV Shares:                      54,338,577

* Options exercisable at or below the Offer Price upon the Offer becoming or
being declared unconditional in all respects.

                                  Appendix III
                                  Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
'Act' the Companies Act 1985, as amended.
'Additional Share Election' an election for additional New UTV Shares made under
the Additional Share Facility.
'Additional Share Facility' the facility under which Wireless Shareholders who
validly accept the Offer and elect for the Partial Share Alternative in respect
of all of their Wireless Shares may elect to receive, subject to availability,
New UTV Shares in lieu of the cash to which they would otherwise be entitled
under the Partial Share Alternative on the terms set out in the Offer Document.
'Australia' the Commonwealth of Australia, its states, territories and
possessions.
'business day' a day (other than a Saturday or Sunday) on which banks are
generally open for business in the City of London.
'Canada' Canada, its provinces and territories and all areas subject to its
jurisdiction and any political sub-division thereof.
'City Code' or 'Code' the City Code on Takeovers and Mergers.
'Company' or 'UTV' Ulster Television plc.
'dealing day' a day on which dealings in domestic securities may take place on,
and with the authority of, the London Stock Exchange.
'Disclosure Date' 5 May 2005
'Enlarged Group' the UTV Group, as enlarged by the Offer.
'Extraordinary General Meeting' the Extraordinary General Meeting of UTV to be
or 'EGM' convened shortly to vote on the Resolutions.
'First Closing Date' the date which is twenty one days after the posting of the
Offer Document.
'Form of Acceptance' the form of acceptance, authority and election for use in
connection with the Offer accompanying the Offer Document.

'Listing Rules' the listing rules of the UK Listing Authority.
'LMC Radio' LMC Radio Limited.
'London Stock Exchange' London Stock Exchange plc.
'New UTV Shares' up to 3,536,231 new UTV Shares proposed to be issued fully paid
in connection with the Partial Share Alternative and the Additional Share
Facility.
'News International' News International Limited.
'Numis' Numis Securities Limited
'Offer' the recommended cash offer to be made by Numis on behalf of UTV to
acquire all of the Wireless Shares on the terms and subject to conditions to be
set out in the Offer Document and in the Form of Acceptance including, where the
context so permits, the Partial Share Alternative and the Additional Share
Facility and, where the context requires, any subsequent revision, variation,
extension or renewal thereof.
'Offer Document' the document to be despatched to Wireless Shareholders (other
than certain Overseas Shareholders) and (for information purposes only) to UTV
Shareholders and Wireless Option Holders, setting out the full terms and
conditions of the Offer and, where appropriate, any other document(s) containing
terms and conditions of the Offer constituting the full terms and conditions of
the Offer.
'Offer Price' 91 pence.
'Official List' the official list of the UK Listing Authority.
'Order' the Companies (NI) Order 1986.
'Overseas Shareholders' Wireless Shareholders whose registered addresses are
outside the UK or who are citizens or residents of countries other than the UK.
'Panel' The Panel on Takeovers and Mergers.
'Partial Share Alternative' the proposed alternative under which Wireless
Shareholders who validly accept the Offer will be able to elect to receive New
UTV Shares in lieu of some of the cash they would otherwise be entitled to under
the Offer.
'Resolutions' the resolutions to be proposed at the EGM relating to the approval
by UTV Shareholders of the Offer.

'RIS' or any of the services approved by the London Stock
'Regulatory Information Service' Exchange and included in the list maintained on
the London Stock Exchange's website.
'subsidiary' or having the meanings given to them by the Act.
'subsidiary undertaking'
'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.
.
'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern
Ireland.
'United States' or 'USA' the United States of America, its territories and
possessions and all other areas subject to its jurisdiction, any state of the
United States of America and the District of Columbia.
'UTV' Ulster Television plc.
'UTV Board' or 'UTV Directors' the directors of UTV.
'UTV Group' UTV and its subsidiaries and subsidiary undertakings.
'UTV Shareholders' holders of UTV Shares.
'UTV Shares' ordinary shares of 5 pence in the capital of UTV
'Wireless' The Wireless Group plc.
'Wireless Board' or the directors of Wireless.
'Wireless Directors'
'Wireless Group' Wireless and its subsidiaries and subsidiary undertakings.
'Wireless Independent Directors' Keith Sadler, Stephen Davidson and Patrick Cox.
'Wireless Option Holders' the holders of options under the Wireless Share Option
Schemes or other options to subscribe for Wireless Shares.
'Wireless Shareholders' holders of Wireless Shares.
'Wireless Share Option Schemes' The Wireless Group plc 2000 Approved Employee
Share Option Plan and any other share option scheme or arrangement operated by
Wireless before the date on which the Offer closes, lapses or is withdrawn.
'Wireless Shares' fully paid ordinary shares of 10 pence each in the share
capital of Wireless.
'Wireless B Shares' fully paid B ordinary shares of £100 each in the share
capital of Wireless.



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