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UTV PLC (UTV)

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Tuesday 29 August, 2006

UTV PLC

Response to SMG plc Statement

UTV PLC
29 August 2006


UTV plc

29 August 2006

                     RESPONSE TO SMG plc BOARD STATEMENT

UTV plc ('UTV') notes the announcement made today by SMG plc ('SMG') that its
board has rejected UTV's revised merger proposal. UTV made a revised improved
merger proposal to the board of SMG on 21 August 2006, pursuant to which SMG's
shareholders would receive a 52% interest in the merged entity. The board of UTV
(the 'Board') is disappointed that SMG has rejected this revised proposal which
it believes would be highly attractive from a strategic, commercial and
financial perspective and would create shareholder value for both SMG's and
UTV's shareholders.

UTV has expressed its willingness on a number of occasions to meet with the
board of SMG. UTV is not aware of any offer from the board of SMG to meet to
discuss its proposals, and has had no contact with SMG since Wednesday 23
August.

The Board is currently considering its position and will make a further
announcement in due course.


Press enquiries:

UTV
John McCann, Group Chief Executive                    Tel: +44 (0)28 9026 2202

Numis Securities Limited
Jag Mundi, Head of Corporate Finance                  Tel: +44 (0)20 7776 1582

Christopher Wilkinson, Corporate Broking              Tel: +44 (0)20 7776 1530

Powerscourt
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
www.thetakeoverpanel.org.uk.



'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