Ulster Television PLC
13 June 2005
13 June 2005
Ulster Television plc
Recommended offer for The Wireless Group plc
Offer Wholly Unconditional, Compulsory Acquisition of Shares and Cancellation of
Listing and Trading
On 6 May 2005, UTV announced a cash offer with a Partial Share Alternative and
an Additional Share Facility to acquire the entire issued and to be issued
ordinary share capital of Wireless which was recommended by the Wireless
Offer Wholly Unconditional
On 6 June 2005, UTV declared the Offer unconditional as to acceptances. All of
the remaining conditions of the Offer have now been satisfied or waived and
accordingly UTV is pleased to announce that the Offer is declared unconditional
in all respects.
The Offer will remain open until further notice. As described in the Offer
Document, UTV confirms that the Partial Share Alternative and the Additional
Share Facility will close on 17 June 2005.
UTV announces that it has acquired, or contracted to acquire, not less than
nine-tenths in value of the Wireless Shares to which the Offer relates and,
accordingly, is now entitled and intends to compulsorily acquire the remaining
Wireless Shares pursuant to sections 428 to 430F of the Companies Act 1985. The
appropriate compulsory acquisition notices pursuant to s429(4) of the Companies
Act 1985 will be issued later today.
Cancellation of Listing and Trading
As stated in the Offer Document, it is UTV's intention to procure that Wireless
will apply for cancellation of the listing of the Wireless Shares on the
Official List and for the cessation of trading on the London Stock Exchange's
market for listed securities. It is anticipated that the cancellation of
listing and trading will take effect on 13 July 2005, being not less than 20
Business Days following 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)
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 GMVKGKGKZM