Ulster Television PLC
06 June 2005
6 June 2005
Ulster Television plc
Recommended offer for The Wireless Group plc
Offer declared unconditional as to acceptances
UTV is pleased to announce that by 3.00 p.m. on 3 June 2005, the First Closing
Date of the Offer, valid acceptances of the Offer had been received in respect
of a total of 77,332,645 Wireless Shares, representing approximately 92.6 per
cent. of the existing issued ordinary share capital of Wireless and accordingly
that the Offer is now unconditional as to acceptances. The Offer will remain
open until further notice.
As described in the Offer Document, UTV confirms that it will close the Partial
Share Alternative and the Additional Share Facility on 17 June 2005.
As at 3.00 p.m. on 3 June 2005, valid elections for the basic Offer had been
received in respect of, in aggregate 75,993,953 Wireless Shares, representing
approximately 91 per cent. of the issued ordinary share capital of Wireless.
Valid elections for the Partial Share Alternative and the Additional Share
Facility had been received in respect of, in aggregate 1,338,692 Wireless
Shares, representing approximately 1.63 per cent. of the issued ordinary share
capital of Wireless.
Prior to making the Offer, UTV received irrevocable undertakings to accept the
Offer from certain Wireless Shareholders in respect of a total of 42,806,987
Wireless Shares representing approximately 51.2 per cent. of the existing issued
ordinary share capital of Wireless. As at 3.00 p.m. on 3 June 2005, valid
acceptances had been received pursuant to these undertakings in respect of all
42,806,987 Wireless Shares.
Neither UTV nor any person deemed to be acting in concert with UTV for the
purpose of the Offer owned or controlled any Wireless Shares, or any rights over
such Wireless Shares, immediately prior to 14 February 2005, being the
commencement of the Offer Period. Neither UTV nor, so far as UTV is aware, any
person deemed to be acting in concert with UTV for the purpose of the Offer has
acquired or agreed to acquire any Wireless Shares (or rights over Wireless
Shares) since the commencement of the Offer Period.
The Offer remains conditional upon (i) the passing at an extraordinary general
meeting of UTV to be held later today of certain resolutions required to approve
the implementation of the Offer; and (ii) the Irish Minister for Enterprise,
Trade and Employment not having directed the Irish Competition Authority
pursuant to section 23(2) of the Irish Competition Act 2002 to carry out an
investigation of the Offer under section 22 of the Irish Competition Act 2002
prior to 12 June 2005.
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)
Terms defined in the Offer Document shall have the same meaning in this
The Offer is not being 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.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for UTV and
for no one else in connection with the Offer and will not be responsible to any
person other than UTV for providing the protections afforded to customers of
Numis Securities Limited, nor for providing advice to any other person in
relation to the Offer.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Wireless
and for no one else in connection with the Offer and will not be responsible to
any person other than Wireless for providing the protections afforded to
customers of Goldman Sachs International, nor for providing advice to any other
person in relation to the Offer.
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
This information is provided by RNS
The company news service from the London Stock Exchange