18 August 2006
18 August 2006
RESPONSE TO RECENT PRESS SPECULATION
UTV plc ('UTV') notes the recent press speculation about a potential merger with
SMG plc ('SMG') and the announcement made earlier today by SMG. UTV confirms
that it has approached the board of SMG with a merger proposal. However,
discussions are at an early stage and there can be no certainty that a merger
will occur nor as to the structure or terms on which any merger might happen. In
particular, any merger could proceed by way of a bid by either company for the
other or a scheme of arrangement in either company.
UTV will update shareholders in due course.
John McCann, Group Chief Executive Tel: +44 (0)28 9026 2202
Orla McKibbin, Head of Press and PR Tel: +44 (0)28 9026 2188
Numis Securities Limited
Jag Mundi, Head of Corporate Finance Tel: +44 (0)20 7776 1582
Anthony Silverman, Director Tel: +44 (0)20 7236 5615
Numis Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for UTV and for no-one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than UTV for providing the protections afforded to
customers of Numis Securities Limited nor for giving advice in relation to the
matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of UTV or of SMG, all
'dealings' in any ' relevant securities' of that company (including by means of
an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an ' interest' in 'relevant securities' of UTV or SMG, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of UTV or SMG by UTV or SMG or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange