Statement re. Press Comment
SMG PLC
18 August 2006
18 August 2006
For immediate release
SMG plc ('SMG')
Response to Press Speculation
The Board of SMG notes the press speculation regarding a possible merger with
UTV plc ('UTV'). SMG confirms that it has received a merger proposal from UTV.
Under the terms of this proposal, SMG shareholders would receive a 50 per cent.
interest in the merged entity.
A further announcement will be made in due course.
PRESS ENQUIRIES
SMG 0141 300 3640
Callum Spreng
Citigroup 020 7986 4000
David Wormsley
Matthew Smith
Brunswick 020 7404 5959
James Hogan
Citigroup Global Markets ('Citigroup') is acting for SMG and no-one else in
relation to the approach referred to in this announcement and will not be
responsible to anyone other than SMG for providing the protections afforded to
customers of Citigroup or for giving advice in relation to this approach.
'Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 of 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 of 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
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