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UTV Media PLC (UTV)

  Print      Mail a friend       Annual reports

Tuesday 18 December, 2007

UTV Media PLC

Acquisition(s)


18 December 2007

                                 UTV Media plc                                 

                    Acquisition of FM104 and Share Placing                     

UTV Media plc ("UTV", "UTV Media" or the "Group") is pleased to announce today
that it has agreed to acquire the entire issued share capital of Capital Radio
Productions Limited and Babstova Limited(together "FM104") (the "Acquisition"),
a leading radio broadcaster based in Dublin, for cash consideration of €52.0
million (approximately £37.1 million). FM104 is being sold by Communicorp Group
Limited ("Communicorp").

Acquisition highlights:

  * UTV Media is to acquire the entire issued share capital of FM104 for €52.0
    million (approximately £37.1 million) on a cash-free and debt-free basis
    and subject to certain post completion adjustments.
   
  * FM104 is the leading commercial radio station in Dublin and is one of the
    most listened to radio stations in the city.
   
  * FM104 had a weekday share of all adults for the year to 30 September 2007
    of 12.5% and weekly market reach of 31%, second only to RTE Radio 1. The
    station enjoys a market leading position with a 26% share in its key 15-34
    year old age group.
   
  * For the 12 months to 31 March 2007, FM104 generated revenues of €9.50
    million, earnings before interest, tax, depreciation and amortisation
    (after adding back allocated management charges) of €3.46 million and
    profit before tax of €2.95 million.
   
  * The Acquisition will significantly enhance UTV's presence in the critical
    and highly competitive Dublin radio market and represents a further
    significant step in the implementation of UTV's stated strategy of building
    a network of leading radio stations in Ireland's key urban areas.
   
  * The Acquisition will be financed through new bank facilities and the
    placing of 2,740,000 new ordinary shares of 5p each through Goodbody
    Stockbrokers and Numis Securities Limited.
   
  * The Directors of UTV expect that the Acquisition will be accretive to EPS
    for the year to 31 December 2008.
   
  * The Acquisition is conditional inter alia on the approval of the
    Competition Authority, the Broadcasting Commission of Ireland ("BCI") and
    of the UTV shareholders in a general meeting. The Acquisition is also
    conditional on Communicorp completing the acquisition of FM104 from
    Scottish Radio Holdings Limited, a subsidiary of Emap plc.
   
Commenting on today's announcement, John McCann, Chief Executive of UTV Media
said:

"I am absolutely delighted to announce this acquisition of FM104. Together with
Q102 in Dublin and our stations in Cork, Limerick, Dundalk/Drogheda and
Belfast, this acquisition enables our multimedia offering throughout Ireland to
take a significant step forward and firmly reflects UTV Media's strategy of
creating a diversified media business in the UK and Ireland. FM104 is the
market leader in Dublin and we look forward to developing this position within
UTV."

Goodbody Corporate Finance advised UTV on the Acquisition.

For further information contact:

UTV Media plc:

Paul O'Brien

Group Finance Director

Telephone: + 44 (0) 28 90 262098

Orla McKibbin

Head of Press and PR

Telephone: + 44 (0) 28 90 262188

Powerscourt (Financial PR advisors)

Rory Godson

Paul Durman

Sarah Daly

Telephone: +44 (0)207 250 1446

Goodbody Corporate Finance:

Kevin Keating

Telephone: + 353 (0) 1 667 0420

Numis Securities Limited:

Jag Mundi

Christopher Wilkinson

Telephone: +44 (0) 207 260 1000

18 December 2007

                                 UTV Media Plc                                 

                    Acquisition of FM104 and Share Placing                     

 1. Introduction
   
UTV Media is pleased to announce that it has agreed to acquire FM104, a leading
radio broadcaster based in Dublin, from Communicorp.

FM104 is the leading commercial radio station in Dublin and is one of the most
listened to radio stations in the city. The station enjoys a market leading
position with a 26% share in its key 15-34 year old age group.

Due to its size, the Acquisition is conditional upon the approval of the UTV
shareholders in a general meeting. A circular will be sent to shareholders
shortly containing information relating to the Acquisition together with a
notice convening an Extraordinary General Meeting ("EGM") to consider and, if
thought fit, approve the Acquisition.

 2. Information on FM104
   
Established in 1989 as Capital Radio Productions Limited, the station was
awarded one of two commercial licences to provide local radio broadcasting in
Dublin City and County. Initially broadcasting under the name `Capital Radio',
the station was renamed FM104 in 1992 and has since grown to become the leading
independent commercial radio station in Dublin and one of the most listened to
radio stations in the city.

The FM104 management team, led by Tim Fenn, Margaret Nelson and Dave Kelly have
targeted the station at the key 15 to 34 year old age group by keeping the
programming focused and building show brands within the overall station banner
- including `The Strawberry Alarm Clock', the `FM104 Phoneshow' and `The Jam'.

For the year to 30 September 2007, FM104 had a weekday share of all adults of
12.5% and weekly market reach of 31%, second only to RTE Radio 1. The station
enjoys a market leading position in each of the 15-34, 20-44, and 25-44 age
groups.

 3. Summary financial information on FM104
   
For the 12 months to 31 March 2007, FM104 achieved earnings before interest,
tax, depreciation and amortisation (after adding back allocated management
charges) ("EBITDA") of €3.46 million and profit before tax of €2.95 million on
turnover of €9.50 million. This represented growth of approximately 14% on the
previous year when FM104 generated turnover of €8.32 million and EBITDA of €
2.75 million.

FM104 had gross assets of €5.00 million as at 31 March 2007.

 4. Background to and reasons for Acquisition
   
The Acquisition represents a further significant step in the implementation of
UTV's stated strategy of building a network of leading radio stations in
Ireland's key urban areas. This network now includes Cork 96 & 103 FM,
Limerick's Live 95FM, Louth/Meath's LMFM, Q102 in Dublin and U105 in Belfast. A
combination of FM104 and UTV's existing station, Q102, would have a total
weekday share in Dublin of 18.8%.

The Directors of UTV expect that the Acquisition will be accretive to earnings
per share for the year to 31 December 2008.*

(*Note: This statement relates to future actions and circumstances, which, by
their nature, involve risks, uncertainties and other factors. This statement
does not constitute a profit forecast nor should it be interpreted to mean that
future earnings per UTV share following the completion of the Acquisition will
necessarily match or exceed historical earnings per UTV share. Earnings in this
context represent net after tax earnings on an IFRS basis, excluding the
amortisation of intangible assets and any exceptional items.)

 5. Principal terms and conditions of the Acquisition
   
The Acquisition values FM104 at €52.0 million (approximately £37.1 million) on
a cash-free and debt-free basis and subject to certain post completion
adjustments.

The Acquisition is for the entire issued share capital of Capital Radio
Productions Limited and Babstova Limited and is conditional on the approval of
the Competition Authority, the Broadcasting Commission of Ireland ("BCI") and
the shareholders of UTV. The Acquisition is also conditional on the prior
acquisition of FM104 by Communicorp pursuant to a separate agreement between
Communicorp and Scottish Radio Holdings Limited, a subsidiary of Emap plc.

The consideration is payable in cash on completion save for £1.1 million
(approximately €1.6 million), being 1.0% of the market capitalisation of UTV
based on the closing market price on the London Stock Exchange on 17 December
2007 ("Break Fee"). The Break Fee will be paid on or before 20 December 2007.

If UTV fails to obtain approval for the Acquisition from shareholders, the
Competition Authority or the BCI within a period ending 121 days after the
required notification of the Acquisition is made to the Competition Authority,
Communicorp will be entitled to retain the Break Fee. For the avoidance of
doubt, if the Acquisition is completed as expected, the Break Fee will
represent part of the consideration payable.

Applications for the approval of the Acquisition will be submitted to the
Competition Authority and the BCI in due course.

The share purchase agreement contains representations and warranties of a type
customary for a transaction of the nature of the Acquisition.

 6. Financing the Acquisition
   
The Acquisition will be financed by a combination of new bank debt and the
issue of new ordinary shares.

The debt element of the consideration to be paid to Communicorp will by
financed from a €60 million (approximately £42.8 million) new bank facility
from one of UTV's principal bankers, the Bank of Ireland.

In addition, UTV has today entered arrangements with Goodbody Stockbrokers and
Numis Securities Limited in respect of an equity placing ("Placing") of
2,740,000 new ordinary shares of 5p in UTV Media plc ("Placing Shares"). The
Placing Shares, representing 5% of UTV's issued ordinary share capital prior to
the Placing, will be priced in accordance with demand to be solicited by
Goodbody Stockbrokers ("Goodbody") and Numis Securities Limited ("Numis")
through a book-building process. Certain of the Directors and senior management
of UTV have expressed to Goodbody and Numis, their interest in participating in
the Placing. Any Placing Shares placed with UTV Directors and/or senior
management will be placed on a pari passu basis with other placees.

If the Acquisition does not complete, UTV will use the funds raised in the
Placing for further investment opportunities or for general corporate purposes.

 7. Current trading and prospects
   
Overall, the Group's current trading is in line with the Directors'
expectations and is consistent with comments made in the interim results
announcement dated 30 August 2007.

The Group previously noted that the UK radio advertising market was showing
signs of recovery, with growth of 6% being predicted for Q3 2007. This trend
has improved through the remainder of the second half of the year. As a result,
the Directors remain positive about the Great Britain ("G.B.") radio business,
which has experienced significant growth since the acquisition of the Wireless
Group plc in June 2005. talkSPORT continues to outperform the market as it
delivers strong audience numbers and excellent demographics, while the recovery
plan which has been implemented at the Group's local radio stations in G.B. is
beginning to improve operational performance. UTV has invested in a number of
initiatives, particularly in strengthening the G.B. radio management team with
a view to delivering additional growth.

Further investment will be evidenced next year by the launch of two new radio
stations. talkRADIO will be UTV's second national station in G.B. and will be a
speech format station on the second national digital multiplex. UTV will also
launch an FM licence for the Preston area. These two launches will have a short
to medium term impact on profitability as an estimated £4 million will be
invested over the next two years in start up costs. The Directors of UTV
believe that these assets will prove to be excellent long term investments for
the Group.

The Group's radio business in Ireland continues to show solid performance
despite growth tapering down in the Irish economy. The key urban market
proposition that UTV is able to offer advertisers will be greatly enhanced by
the addition of FM104, giving the Group a leading position in Ireland's capital
city to complement our radio stations in Cork, Limerick, Dundalk/Drogheda and
Belfast.

UTV has put considerable effort into remedying the issues which led to
underperformance in its local Irish radio advertising revenue in Q2 2007 and an
improving position is now starting to emerge. In the second half, advertising
revenue from UTV's radio stations in Ireland is expected to be up by 6% on the
same period in 2006.

The underperformance in our television revenues in the third quarter has been
offset by an improved performance in the fourth quarter leading to a full year
outperformance of the ITV network.The Directors of UTV are encouraged by the
improved audience performance of ITV1 and this coupled with projected modest
market growth should bode well for the Group's television business in 2008.

The Group expects to announce its preliminary results for the year to 31
December 2007 on 13 March 2008.

 8. Shareholder circular and outline timetable
   
UTV intends to send a circular to shareholders shortly, giving further details
of the Acquisition and including notice of the EGM to consider, and, if thought
fit, approve the Acquisition. A separate announcement will be made in due
course to confirm the despatch of the circular and date of the EGM. Completion
of the Acquisition is expected to occur, subject to shareholder, BCI and
Competition Authority approval, shortly after the EGM.

Note: This announcement assumes an exchange rate of €1 = £0.71296 throughout.

Goodbody Corporate Finance and Goodbody Stockbrokers which are regulated in
Ireland by the Financial Regulator, are acting exclusively as financial adviser
and corporate broker respectively for UTV and no one else in connection with
the Acquisition and will not be responsible to anyone other than UTV for
providing the protections afforded to their clients or for providing advice in
relation to the Acquisition or in relation to the contents of this
announcement, or for any other transaction, arrangement or matters referred to
in this announcement.

Numis Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting as corporate broker 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.