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Monday 31 March, 2008

Global Radio Grp Ltd

Offer for GCap Media plc

Global Radio Group Limited
31 March 2008


OFFER FOR GCAP MEDIA PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

                                                                   31 March 2008

                            Recommended acquisition

                                       of

                                 GCap Media plc

                                       by

                       Global Radio Acquisitions Limited

              a wholly-owned subsidiary of Global Radio UK Limited

Summary

  • The Boards of Global Radio and GCap are pleased to announce that they
    have reached agreement on the terms of a recommended acquisition of GCap at
    a price of 225 pence in cash for each GCap Share, valuing the entire issued
    and to be issued share capital of GCap at approximately £375 million.
     
  • The price of 225 pence for each GCap Share represents:
      
     - a premium of 86 per cent. to the Closing Price of 121 pence per GCap 
       Share on 4 January 2008, the Business Day prior to Global Radio's 
       announcement that it had made an approach to the Board of GCap in 
       relation to a possible offer for GCap;

     - a premium of 12 per cent. to the average Closing Price of 201 pence per 
       GCap Share for the 12 months ended 4 January 2008, the Business Day prior 
       to Global Radio's announcement that it had made an approach to the Board 
       of GCap in relation to a possible offer for GCap; and

     - an enterprise value multiple of 17.8x GCap's 2007 reported EBITDA, a 
       premium to other recent transactions in the sector.

  • The Directors of GCap, who have been so advised by Credit Suisse and
    Landsbanki, consider the terms of the Transaction to be fair and reasonable.
    In providing their advice to the Directors of GCap, Credit Suisse and
    Landsbanki have taken into account the commercial assessments of the
    Directors of GCap. Accordingly, the Directors of GCap intend unanimously to
    recommend that GCap Shareholders vote in favour of the Transaction at the
    Meetings as the Directors of GCap have irrevocably undertaken to do in
    respect of their own beneficial holdings of 4,085,080 GCap Shares in
    aggregate, representing approximately 2.48 per cent. of the existing issued
    share capital of GCap.

  • It is intended that the acquisition will be implemented by way of a
    court-sanctioned scheme of arrangement under section 425 of the Companies
    Act 1985. The Scheme Document will be posted to GCap Shareholders as soon as
    reasonably practicable.

  • Commenting on today's announcement, Charles Allen, Chairman of Global
    Radio said:

'We are delighted that the Board of GCap has unanimously agreed to recommend our
acquisition of GCap. We believe that this is a very strong business with brands
and assets that are highly complementary to those of the Global Radio Group. We
are excited by the opportunity to build on GCap's position as the leading
commercial radio player and are committed to providing the best platform for
both our advertisers and listeners.'

This summary should be read in conjunction with the following announcement and
the appendices.

Enquiries:
Global Radio
Charles Allen                             Tel: +44 20 7465 6032
Ashley Tabor

UBS
(financial adviser to Global Radio)
Liam Beere                                Tel: +44 20 7567 8000
Craig Calvert

Powerscourt
(PR adviser to Global Radio)
Rory Godson                               Tel: +44 20 7250 1446
Paul Durman
Keith Brookbank

GCap Media plc
Richard Eyre                              Tel: +44 20 7054 8125/+44 7875 871068
Fru Hazlitt
Wendy Pallot
Jane Wilson

Credit Suisse
(joint financial adviser and joint corporate
broker to GCap)
Gillian Sheldon                           Tel: +44 20 7888 8888
Zachary Brech
John Hannaford

Landsbanki
(joint financial adviser and joint corporate
broker to GCap)
Andrew Tuckey                             Tel: +44 20 7426 9000
Heraclis Economides

Finsbury
(PR adviser to GCap Media plc)
Guy Lamming                               Tel: +44 20 7251 3801
Don Hunter



OFFER FOR GCAP MEDIA PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

                                                                   31 March 2008

                            Recommended acquisition

                                       of

                                 GCap Media plc

                                       by

                       Global Radio Acquisitions Limited

              a wholly-owned subsidiary of Global Radio UK Limited

1.    Introduction

The Boards of Global Radio and GCap are pleased to announce that they have
reached agreement on the terms of a recommended acquisition by Global Radio
Acquisitions of the entire issued and to be issued share capital of GCap.

Global Radio Acquisitions is a wholly-owned subsidiary of Global Radio.

2.    The Transaction

It is intended that the Transaction will be effected by way of a
court-sanctioned scheme of arrangement under section 425 of the Companies Act
1985. Under the terms of the Scheme, which will be subject to the Conditions and
other terms set out in this announcement and to the further terms to be set out
in the Scheme Document, GCap Shareholders will receive:

           For each GCap Share                       225 pence in cash

The terms of the Transaction value the entire issued and to be issued share
capital of GCap at approximately £375 million and represent:

  • a premium of 86 per cent. to the Closing Price of 121 pence per GCap
    Share on 4 January 2008, the Business Day prior to Global Radio's
    announcement that it had made an approach to the Board of GCap in relation
    to a possible offer for GCap;
  • a premium of 12 per cent. to the average Closing Price of 201 pence per
    GCap Share for the 12 months ended 4 January 2008, the Business Day prior to
    Global Radio's announcement that it had made an approach to the Board of
    GCap in relation to a possible offer for GCap; and
  • an enterprise value multiple of 17.8x GCap's 2007 reported EBITDA, a
    premium to other recent transactions in the sector.

3.    Recommendation

The Directors of GCap, who have been so advised by Credit Suisse and Landsbanki,
consider the terms of the Transaction to be fair and reasonable. In providing
their advice to the Directors of GCap, Credit Suisse and Landsbanki have taken
into account the commercial assessments of the Directors of GCap. Accordingly,
the Directors of GCap intend unanimously to recommend that GCap Shareholders
vote in favour of the Transaction at the Meetings as the Directors of GCap have
irrevocably undertaken to do in respect of their own beneficial holdings of
4,085,080 GCap Shares in aggregate, representing approximately 2.48 per cent. of
the existing issued share capital of GCap.

Further details of these irrevocable undertakings are set out in paragraph 6 of
this announcement.

4.    Reasons for the Transaction

The Directors of Global Radio believe that a combination of the Global Radio
Group and the GCap Group will bring significant benefits to radio listeners and
advertisers.

Highly complementary brand portfolio enhancing relationships with advertisers

The Directors of Global Radio believe that the assets and brands of the two
groups are highly complementary. Through brands such as Classic FM, Heart,
Galaxy, Capital and LBC, the enlarged group will be able to offer an attractive
national proposition to advertisers, providing significant reach in the most
sought after demographics across both analogue and digital platforms.

The combined group will also be in a stronger position to compete across the
diverse advertising market, with press, television, online and outdoor
advertising, amongst others. As a result, advertisers will have a greater choice
when looking for an advertising medium with national scope and a consistent
brand image.

The Directors of Global Radio believe that the Transaction will enhance their
existing strong relationships with media buying agencies by delivering
significantly improved customer service, thus further enhancing its proposition.

Creation of a stronger competitor to the BBC

The enlarged group will be able to compete more effectively with the BBC which
today dominates the UK radio landscape. Moreover, the combination of the two
groups will create a leading commercial radio operator in the UK, well
positioned to capitalise on future growth opportunities in the radio sector. The
combined group will have an increased ability to hire and retain the industry's
best talent and obtain access to music industry content. This in turn should
have a positive effect on listener numbers across both analogue and digital
platforms.

Operational benefits

The Directors of Global Radio also believe that the enlarged group will enjoy
benefits of scale, which will allow it to extract significant operational
benefits, pursue growth opportunities and focus on increasing the quality of its
offering for its employees, advertisers and listeners.

5.    Background to, and reasons for, the recommendation

On 7 January 2008, the Board of GCap confirmed that it had received and rejected
an indicative and conditional proposal from Global Radio at a price of 190 pence
per GCap Share.

On 11 February 2008, Fru Hazlitt, the Chief Executive of GCap, presented her
strategy for GCap and its subsidiaries which included target operating profit
margin ranges of 12 to 14 per cent. in the year ending March 2009 and 17 to 19
per cent. in the year ending March 2010 supported by specific initiatives to
deliver full year profit improvements of £12.3 million.

On 5 March 2008, the Board of GCap announced that it had consented to an
extension of the Panel's deadline for the making of an offer, on the basis of a
revised proposal of 225 pence per GCap Share, representing an increase of 18 per
cent. over the initial proposed price of 190 pence per GCap Share. This revised
proposal was, significantly, described by Global Radio as not being subject to
any anti-trust conditions.

The Board of GCap believes that in the context of an uncertain advertising
outlook the Transaction provides satisfactory value to GCap Shareholders and is
therefore unanimously recommending that GCap Shareholders vote in favour of the
relevant resolutions at the Meetings.

6.    Irrevocable undertakings

The following persons, all of whom are Directors of GCap, have given irrevocable
undertakings to Global Radio Acquisitions, as described in paragraph 3 of this
announcement, to vote (or to procure a vote) in favour of the relevant
resolutions at the Meetings in respect of the number of GCap Shares set out
below (and any further GCap Shares acquired by them prior to completion of the
Transaction). These undertakings are in respect of both their entire beneficial
holdings of GCap Shares and any other GCap Shares in which they are interested
(such as those held by members of their family):

                Name                            Number of GCap Shares
            Fru Hazlitt                               194,650
            Richard Eyre                               22,886
           Peter Cawdron                                3,200
            Wendy Pallot                               50,447
            Tony Illsley                                4,200
         Sir Peter Michael                          3,799,306
          Peter W Williams                             10,000
           Peter Williams                                 391


These irrevocable undertakings will continue to be binding on such persons even
in the event that a third party makes a higher competing offer.

7.    Information on GCap

The GCap Group is the UK's largest commercial radio group with some 15 million
listeners on air(1) and over 2 million unique monthly users online(2). GCap was
formed via a merger of GWR and Capital Radio in May 2005. The group operates one
national commercial analogue licence, Classic FM, a network of commercial radio
stations across the UK with The One Network and local analogue stations
including Capital 95.8 FM and Xfm, both in London. In addition, the GCap Group
operates the national commercial digital multiplex (Digital One), as well as
digital-only radio brands, and has interests in local DAB digital radio
multiplexes. In its group portfolio GCap has some of the most recognisable
brands in commercial radio, including Capital 95.8, Classic FM, Choice FM, Xfm,
The One Network and Gold.

For the financial year ended 31 March 2007, GCap had revenues of £200.1 million
(2006: proforma £220.2 million) and underlying profit after tax of £9.5 million
(2006: proforma £15.0 million).(3) As at 30 September 2007, GCap had net debt of
£37.2 million (£26.8 million as at 31 March 2007) and total equity attributable
to shareholders of £319.1 million (£321.7 million as at 31 March 2007). The
average number of people employed by the GCap Group during the year ended 31
March 2007 was 1,435.

8.    Information on Global Radio and Global Radio Acquisitions

Global Radio was established during 2007 to invest in the UK radio sector. In
June 2007, Global Radio acquired Chrysalis Radio for approximately £170 million.
The Global Radio Group operates three of the leading brands in commercial radio,
namely Heart, Galaxy and LBC. Since acquiring Chrysalis, the Global Radio Group
has achieved notable success in driving these brands to improved performances as
has been demonstrated by consistently improving RAJAR results, notably
positioning Heart 106.2 as the leading commercial radio station in London.

The Chairman of Global Radio is Charles Allen, former Chief Executive of ITV plc
and Ashley Tabor is the Chief Executive. The other Directors are Richard Park
and Owen McGartoll.

Global Radio Acquisitions is a wholly-owned subsidiary of Global Radio. Global
Radio Acquisitions has not traded since its incorporation, nor has it entered
into any obligations other than in connection with the Transaction and the
financing of the Transaction. The Directors of Global Radio Acquisitions are
Ashley Tabor, Richard Park, Mark Evans and Owen McGartoll.

9.    Management and employees

Global Radio attaches great importance to the skills and experience of the
existing management and employees of GCap. Global Radio has given assurances to
the Board of GCap that the existing employment rights, including pension rights,
of all employees of the GCap Group will be observed and complied with at least
to the extent required by applicable law. Global Radio does not plan any
material change in the conditions of employment of the employees of the GCap
Group. Following completion of the Transaction, the management and employees of
the enlarged group will be considered in light of Global Radio's overall
strategy and will be reviewed from time to time in light of the on-going
requirements of the enlarged group. Global Radio has no current intention to
change the places of business of the GCap Group.

10.   GCap Share Schemes

Participants in the GCap Share Schemes will be contacted regarding the effect of
the Transaction on their rights under these schemes and appropriate proposals
will be made to such participants in due course.

11.   Financing

The cash consideration payable under the Transaction and the costs of the
Transaction will be funded from an £84 million facility which has been put in
place by Global Radio for the purposes of the Transaction and from a loan from
Global Radio.

UBS Investment Bank, as financial adviser to Global Radio, is satisfied that
sufficient resources are available to Global Radio Acquisitions to enable it to
satisfy, in full, the consideration payable under the terms of the Transaction.
Full implementation of the Transaction will result in cash consideration of
approximately £375 million being payable to Scheme Shareholders and participants
in the GCap Share Schemes.

12.   Structure of the Transaction

It is intended that the Transaction will be effected by means of a
court-sanctioned scheme of arrangement between GCap and the Scheme Shareholders
under section 425 of the Companies Act 1985.

The purpose of the Scheme is to provide for Global Radio Acquisitions to become
the owner of the whole of the share capital of GCap in issue immediately prior
to the Scheme becoming effective. This is to be achieved by the cancellation of
the Scheme Shares and the application of the reserve arising from such
cancellation in paying up in full a number of new GCap Shares (which is equal to
the number of Scheme Shares cancelled) and issuing the same to Global Radio
Acquisitions, in consideration for which Scheme Shareholders will receive cash
consideration on the basis set out in paragraph 2 of this announcement.

Implementation of the Scheme will require the passing of a resolution by a
majority in number representing three quarters in value of Scheme Shareholders
voting at the Court Meeting. It will also require the passing of the Special
Resolution at the EGM, which will be held immediately after the Court Meeting.

Following the Meetings, the Scheme must be sanctioned and the Reduction
confirmed by the Court. The Scheme will only become fully effective on the Court
Order being registered by the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all GCap Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the EGM.

The Scheme will contain a provision for GCap to consent, on behalf of all
persons concerned, to any modification of or addition to the Scheme or to any
condition that the Court may approve or impose. Further details of the Scheme,
including the timetable for its implementation, will be set out in the Scheme
Document, which is expected to be posted to GCap Shareholders shortly.

Upon the Scheme becoming effective, the cash consideration of 225 pence per GCap
Share will be despatched to GCap Shareholders as soon as practicable but no
later than 14 days after the Effective Date.

Implementation of the Scheme is not conditional on receipt of any regulatory or
anti-trust clearances. As required by the Takeover Code, it is a term of the
Transaction that, other than with the consent of the Panel, the Transaction will
lapse and the Scheme will not proceed if, before the date of the Meetings (or in
the case of an Offer, the first closing date of the Offer or when the Offer
becomes or is declared unconditional as to acceptances, whichever is the later),
the Transaction is referred to the UK Competition Commission.

13.   Implementation Agreement and Break Fee

GCap, Global Radio and Global Radio Acquisitions have entered into the
Implementation Agreement, which contains certain assurances in relation to the
implementation of the Scheme and the conduct of GCap's business prior to the
earlier of (i) the Effective Date and (ii) the date on which the Implementation
Agreement terminates in accordance with its terms. In particular, the
Implementation Agreement contains the principal provisions set out below:

Break Fee

As a pre-condition to Global Radio Acquisitions agreeing to announce the
Transaction, GCap has agreed in the Implementation Agreement to pay the Break
Fee to Global Radio Acquisitions if:

(a)   the Board of GCap does not make the Scheme Recommendation in
the Scheme Document (or, if the Transaction is implemented by way of an Offer,
the Board of GCap does not make the Offer Recommendation) and the Transaction
subsequently lapses or is withdrawn;

(b)   the Scheme Recommendation (or, if the Transaction is
implemented by way of an Offer, the Offer Recommendation) is, once made,
withdrawn, qualified or adversely modified, and the Transaction subsequently
lapses or is withdrawn; or

(c)   an Alternative Proposal is announced (whether under Rule 2.4 or
Rule 2.5 of the Takeover Code or otherwise) prior to the Transaction lapsing or
being withdrawn and such Alternative Proposal subsequently becomes or is
declared unconditional in all respects or is otherwise completed or implemented
(whether before or after the Transaction lapses or is withdrawn).

Waiver of certain Conditions

Global Radio Acquisitions reserves the right to waive in whole or in part all or
any of the Conditions, other than Conditions 1.1 to 1.4 (inclusive) which cannot
be waived. In the Implementation Agreement, Global Radio Acquisitions has agreed
to waive Conditions 2.1 to 2.5 immediately following the requisite approval of
the Scheme being obtained at the Court Meeting and the Special Resolution being
passed at the Extraordinary General Meeting (unless an event has occurred or a
circumstance has arisen in respect of which Global Radio Acquisitions has
applied to the Panel to permit Global Radio Acquisitions to procure the
withdrawal of the Scheme and the Panel is either at that time considering such
application or has finally determined to permit such withdrawal).

Further information regarding the Implementation Agreement will be set out in
the Scheme Document.

14.   Delisting and re-registration

Prior to the Scheme becoming effective, GCap will make an application to the
London Stock Exchange to cancel trading in the GCap Shares on its market for
listed securities and to the UK Listing Authority to cancel the listing of the
GCap Shares from the Official List in each case on the second Business Day
following the Effective Date.

On the Effective Date, share certificates in respect of the GCap Shares will
cease to be valid and entitlements to GCap Shares held within the CREST system
will be cancelled. It is also proposed that, following the Effective Date and
after its shares are delisted, GCap will be re-registered as a private limited
company.

15.   Disclosure of interests in GCap

As at the close of business on 28 March 2008, the latest practicable Business
Day prior to the date of this announcement, neither Global Radio Acquisitions,
nor any of the directors of Global Radio Acquisitions, nor, so far as Global
Radio Acquisitions is aware, any person acting in concert with Global Radio
Acquisitions (i) has any interest in or right to subscribe for any relevant
securities of GCap, nor (ii) has any short positions in respect of relevant
securities of GCap (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to take
delivery, nor (iii) has borrowed or lent any relevant securities of GCap (save
for any borrowed shares which have been on-lent or sold), nor (iv) has any
arrangement in relation to any relevant securities of GCap. For these purposes,
'arrangement' also includes any indemnity or option arrangement, any agreement
or understanding, formal or informal, of whatever nature, relating to relevant
securities of GCap which may be an inducement to deal or refrain from dealing in
such securities.

16.   Overseas shareholders

The implications of the Transaction for GCap Shareholders who are not resident
in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. GCap
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay. Further details in relation to overseas shareholders will be
contained in the Scheme Document.

17.   General

The Transaction will be subject to the Conditions and certain further terms set
out in paragraphs 1, 2 and 3 of Appendix I and the further terms and conditions
to be set out in the Scheme Document.

The bases and sources of certain information contained in this announcement are
set out in Appendix II. Certain terms used in this announcement are defined in
Appendix III.

The Scheme Document will be posted to GCap Shareholders as soon as practicable.


This announcement is not intended to and does not constitute, or form part of,
any offer to sell or invitation to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Transaction or otherwise. The
Transaction will be made solely through the Scheme Document, which will contain
the full terms and conditions of the Transaction, including details of how to
vote in respect of the Transaction. Any acceptance or other response to the
Transaction should be made only on the basis of the information in the Scheme
Document.

UBS Investment Bank, which is authorised and regulated in the UK by the FSA, is
acting exclusively for Global Radio and no-one else in connection with the
Transaction and will not be responsible to anyone other than Global Radio for
providing the protections afforded to clients of UBS Investment Bank or for
providing advice in relation to the Transaction or any other matters referred to
in this announcement.

Credit Suisse, which is authorised and regulated in the UK by the FSA, is acting
exclusively for GCap and no-one else in connection with the Transaction and will
not be responsible to anyone other than GCap for providing the protections
afforded to clients of Credit Suisse or for providing advice in relation to the
Transaction or any other matters referred to in this announcement.

Landsbanki, which is authorised and regulated in the UK by the FSA, is acting
exclusively for GCap and no-one else in connection with the Transaction and will
not be responsible to anyone other than GCap for providing the protections
afforded to clients of Landsbanki or for providing advice in relation to the
Transaction or any other matters referred to in this announcement.

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable legal or regulatory requirements.
Any failure to comply with the applicable requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed Transaction
disclaim any responsibility or liability for the violation of such restrictions
by any person.

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code, and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.

US Holders should note that the Scheme will relate to the shares of a UK company
that is a 'foreign private issuer' as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the 'Exchange Act') and will be
governed by English law. Accordingly, neither the proxy solicitation nor the
tender offer rules under the Exchange Act will apply to the Scheme. Moreover,
the Scheme will be subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer rules.
Financial information included in the Scheme Document will have been prepared in
accordance with accounting standards applicable in the UK that may not be
comparable to the accounting standards applicable to financial statements of US
companies.

FORWARD LOOKING STATEMENTS

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning Global
Radio, Global Radio Acquisitions and GCap. Generally, the words 'will', 'may',
'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Global Radio, Global Radio Acquisitions and
GCap assume no obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, 'interested' (directly or indirectly) in 1% or more of any class of
'relevant securities' of GCap, all 'dealings' in any 'relevant securities' of
GCap, (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 p.m. (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 GCap,
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 Takeover Code, all 'dealings' in
'relevant securities' of GCap by Global Radio Acquisitions or GCap, 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 Takeover 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.


                                   APPENDIX I
                TERMS OF AND CONDITIONS TO IMPLEMENTATION OF THE
                           TRANSACTION AND THE SCHEME

1.                 The Transaction is conditional upon the Scheme becoming
unconditional and becoming effective, subject to the Takeover Code, by not later
than 150 days after the date of this Announcement or such later date, if any, as
Global Radio Acquisitions and GCap may agree and the Panel and the Court may
allow. The Scheme will be conditional upon:

1.1              approval of the Scheme by a majority in number, representing
three-fourths or more in value of the holders of Scheme Shares (or the relevant
class or classes thereof), present and voting, either in person or by proxy, at
the Court Meeting;

1.2              all resolutions required to implement the Scheme being passed
by the requisite majority at the Extraordinary General Meeting and not being
subsequently revoked;

1.3              the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to GCap
and Global Radio Acquisitions), and an office copy of the Court Order
sanctioning the Scheme being delivered for registration with the Registrar of
Companies in England and Wales; and

1.4              the confirmation of the Reduction (with or without modification
but subject to any modification being on terms acceptable to GCap and Global
Radio Acquisitions), and an office copy of the Court Order confirming the
Reduction and the minute of such reduction attached thereto being filed with,
and registered by, the Registrar of Companies in England and Wales.

2.                 Subject as stated in Condition 3 and to the requirements of
the Panel, the Transaction will also be conditional upon the following matters,
and, accordingly, the Court Order will not be delivered to the Registrar of
Companies unless such Conditions (as amended as appropriate) have been satisfied
or waived:

2.1              except as Fairly Disclosed, there being no provision of any
arrangement, agreement, Authorisation, lease or other instrument to which any
member of the Wider GCap Group is a party or by or to which any such member or
any of its assets is bound or subject which, as a consequence of the Transaction
or the proposed acquisition by any member of the Wider Global Radio Group of any
shares or other securities in GCap or because of a change in the control or
management of GCap, would or might reasonably be expected to result in, in each
case to an extent which is material in the context of the GCap Group taken as a
whole:

2.1.1              any monies borrowed by, or any other indebtedness, actual or
contingent, of any member of the Wider GCap Group being or becoming repayable,
or capable of being declared repayable, prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being capable of becoming
or being withdrawn or inhibited;

2.1.2              the rights, liabilities, obligations, interests or business
of any member of the Wider GCap Group under any such arrangement, agreement,
licence, permit, lease or instrument or the interests or business of any member
of the Wider GCap Group in or with any other firm or company or body or person
(or any agreement or arrangement relating to any such business or interests)
being terminated or materially adversely modified or affected or any materially
onerous obligation or liability arising or any materially adverse action being
taken thereunder;

2.1.3              any member of the Wider GCap Group ceasing to be able to
carry on business under any name under which it presently carries on business;

2.1.4              any material part of the assets or interests of, or the use
of which is enjoyed by, any member of the Wider GCap Group being or falling to
be disposed of or charged or any right arising under which any such asset or
interest would be required to be disposed of or charged or would cease to be
available to any member of the Wider GCap Group otherwise than in the ordinary
course of business;

2.1.5              the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business, property
or assets of any member of the Wider GCap Group;

2.1.6              the financial or trading position of any member of the Wider
GCap Group being prejudiced or adversely affected in any material respect;

2.1.7              the creation of any material liability (actual or contingent)
by any member of the Wider GCap Group other than in the ordinary course of
business; or

2.1.8              any liability of any member of the Wider GCap Group to make
any material severance, termination, bonus or other payment to any of its
directors or other officers;

2.2              except as Fairly Disclosed, no member of the GCap Group having,
since 31 March 2007:

2.2.1              issued or agreed to issue or authorised or proposed the issue
of additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of GCap Shares
out of treasury (save, where relevant, as between GCap and wholly-owned
subsidiaries of GCap and save for the issue or transfer from treasury of GCap
Shares on the exercise of options granted or awards made before the date of this
announcement in the ordinary course);

2.2.2              save for the final dividend of 1.5 pence per GCap Share in
respect of the year ended 31 March 2007, declared, paid or made or proposed to
declare, pay or make any bonus issue, dividend or other distribution (whether
payable in cash or otherwise) other than to (i) GCap, (ii) one of GCap's
wholly-owned subsidiaries or (iii) one of GCap's non wholly-owned subsidiaries
pro rata to the share interest of the relevant GCap Group member in such non
wholly-owned subsidiary;

2.2.3              merged with (by statutory merger or otherwise) or demerged
from or acquired any body corporate, partnership or business or acquired or
disposed of, or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any assets or any
right, title or interest in any asset (including shares and trade investments),
other than transactions between wholly-owned members of the GCap Group, or
authorised, proposed or announced any intention to do so, in each case to an
extent which is material in the context of the GCap Group as a whole;

2.2.4              made, authorised, proposed or announced an intention to
propose any change in its loan capital (save in the ordinary course of business
and save as between GCap and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries);

2.2.5              issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or become subject to any contingent
liability, in each case save in the ordinary course of business and save as
between GCap and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries;

2.2.6              entered into or varied or authorised or proposed any
contract, transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or onerous nature or
magnitude, or which involves or is likely to involve an obligation of a nature
or magnitude which is, in any such case, material in the context of the GCap
Group or which is or is likely to be restrictive on the business of any member
of the Wider GCap Group, in each case to an extent which is material in the
context of the GCap Group as a whole;

2.2.7              entered into or varied in any material respect the terms of
any service agreement with any director of the GCap Group;

2.2.8              proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, or other benefit scheme relating to the
employment or termination of employment of the employees or group of employees
of the GCap Group other than minor modifications;

2.2.9              implemented or effected, or authorised, proposed or announced
its intention to implement or effect, any composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement otherwise than in the ordinary course of business and otherwise than
transactions between members of the Wider GCap Group;

2.2.10           purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital, save in respect of
the matters mentioned in Condition 2.4.1;

2.2.11           waived or compromised any claim of an amount in excess of
£2,000,000;

2.2.12           made any material alteration to its memorandum or articles of
association or other incorporation documents;

2.2.13           taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it (save for any such proceedings
which are or are intended to be resisted and save for any solvent reorganisation
and/or liquidation involving any such proceedings) in relation to a moratorium
of any indebtedness, its winding up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its assets
or revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed;

2.2.14           been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having stopped
or suspended (or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial part of its
business; or

2.2.15           entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or announced
an intention to effect any of the transactions, matters or events referred to in
this Condition;

2.3              except as Fairly Disclosed, no member of the GCap Group nor the
trustees of any relevant pension scheme having, since 31 March 2007 (and in each
case to an extent which is material in the context of the GCap Group taken as a
whole):

2.3.1              made or agreed or consented to any significant change (i) to
the terms of the trust deeds constituting the pension schemes established for
the directors or employees (or their dependants) of any member of the GCap
Group, (ii) to the benefits which accrue, (iii) to the pensions which are
payable thereunder for all members or any category of members, (iv) to the basis
on which qualification for, or accrual or entitlement to, such benefits or
pensions are calculated or determined for all members or any category of members
(including with regard to commutation factors where employer agreement is
required to change such factors), or (v) to the basis on which the liabilities
(including pensions) of such pension schemes are funded (including putting in
place, agreeing or consenting to technical provisions, actuarial valuations,
statements of funding principles, schedules of contributions and recovery plans
pursuant to Part 3 of the Pensions Act 2004);

2.3.2              taken any corporate action or authorised, proposed or
announced an intention to wind-up either of the Capital Radio plc Pension and
Assurance Scheme (the 'Capital Scheme') or the Midlands Radio Group Pension
Scheme (the 'Midlands Scheme'); or

2.3.3              carried out any act which is reasonably likely to lead to the
commencement of the winding up of either of the Capital Scheme and the Midlands
Scheme or which could give rise directly or indirectly to a liability arising
out of the operation of sections 38 to 56 (inclusive) of the Pensions Act 2004
in relation to either of those schemes; or

2.3.4              established any new pensions arrangements,

and since 31 March 2007 no action having been taken or proposed by the Pensions
Regulator to exercise any of its powers in respect of either of the Capital
Scheme or the Midlands Scheme pursuant to sections 38 to 56 (inclusive) of the
Pensions Act 2004 or sections 7 and 11 of the Pensions Act 1995;

2.4              since 31 March 2007, and except as Fairly Disclosed:

2.4.1              there having been no adverse change in the business, assets,
financial or trading position or profits of any member of the Wider GCap Group
to an extent which is material to the GCap Group taken as a whole;

2.4.2              no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted by or against
or remaining outstanding against any member of the Wider GCap Group or to which
any member of the Wider GCap Group is or may become a party (whether as claimant
or defendant or otherwise) and no enquiry or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
GCap Group having been threatened, announced or instituted by or against, or
remaining outstanding in respect of, any member of the Wider GCap Group which,
in any such case, is reasonably likely to materially and adversely affect the
GCap Group taken as a whole;

2.4.3              no contingent or other liability having arisen or become
known to Global Radio which is reasonably likely adversely to affect the
business, financial or trading position or profits of any member of the Wider
GCap Group to an extent which is material to the GCap Group taken as a whole;
and

2.4.4              no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any Authorisation held by any member of the Wider GCap Group,
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material in
the context of the GCap Group taken as a whole;

2.5              Except as Fairly Disclosed, Global Radio not having discovered:

2.5.1              that any financial, business or other information concerning
the Wider GCap Group publicly disclosed or disclosed to any member of the Wider
Global Radio Group at any time since 31 March 2007 by or on behalf of any member
of the Wider GCap Group which is material in the context of the acquisition of
GCap is misleading to a material extent, contains a material misrepresentation
of fact or omits to state a fact necessary to make that information not
misleading; or

2.5.2              that any member of the Wider GCap Group is subject to any
liability, contingent or otherwise which is material in the context of the GCap
Group.

3.                 Further terms of the Transaction

3.1              Save with the consent of the Panel, the Transaction will lapse
and the Scheme will not proceed if, before the date of the Meetings (or in the
case of an Offer, the first closing date of the Offer or when the Offer becomes
or is declared unconditional as to acceptances, whichever is the later), the
Transaction is referred to the UK Competition Commission.

3.2              Global Radio Acquisitions reserves the right to waive in whole
or in part all or any of the Conditions 2.1 to 2.5 (inclusive). Conditions 1.1
to 1.4 (inclusive) cannot be waived. Pursuant to the Implementation Agreement,
Global Radio Acquisitions has agreed to waive Conditions 2.1 to 2.5 immediately
following satisfaction of Conditions 1.1 and 1.2.

3.3              If Global Radio Acquisitions is required by the Panel to make
an offer for GCap Shares under the provisions of Rule 9 of the Takeover Code,
Global Radio Acquisitions may make such alterations to the terms and conditions
of the offer as are necessary to comply with the provisions of that rule, and
such offer shall be subject to the terms and conditions as so amended.

3.4              Global Radio Acquisitions reserves the right to elect (with the
prior written consent of the Panel and following approval therefor from GCap
(which approval shall no longer be required if GCap has withdrawn, qualified or
adversely modified the Scheme Recommendation or if an Alternative Proposal has
been announced)) to implement the acquisition of the GCap Shares by way of a
takeover offer as an alternative to the Scheme. Any such takeover offer will be
subject to such acceptance condition as may be specified by Global Radio
Acquisitions (with the prior consent of the Panel and, if it is less than 90%,
the Lending Banks). Any such takeover offer will be implemented on the same
terms (subject to appropriate amendments) as those which would apply to the
Scheme and in compliance with applicable laws and regulations.

3.5              The Scheme will be governed by English law. The Transaction
will be on, and subject to, the further terms set out in the Scheme Document or
the Offer Document (as the case may be). The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the UK Listing Authority.


                                  APPENDIX II
                               BASES AND SOURCES

1.                 Unless otherwise stated financial information relating to
GCap has been extracted or derived (without any adjustment) from the audited
annual accounts for GCap for the year ended 31 March 2007.

2.                 The value of the Transaction is calculated on the basis of
the fully diluted number of GCap Shares referred to in paragraph 3 below.

3.                 The fully diluted share capital of GCap (being 166,484,365
GCap Shares) is calculated on the basis of:

3.1.1              the number of GCap Shares in issue on 28 March 2008, the
Business Day prior to the date of this announcement, being 164,849,007 GCap
Shares; and

3.1.2              any further GCap Shares which may be issued on or after the
date of this announcement on the exercise of options or vesting of awards under
the GCap Share Schemes, amounting in aggregate to 1,635,358 GCap Shares.

For the purposes of this announcement, it is assumed that only 'in the money'
options and awards under the GCap Share Schemes will be exercised and that
options under the GCap Media plc Savings-Related Share Option Scheme can only be
exercised with accumulated monthly savings up to end of May 2008.

4.                 Unless otherwise stated, all prices for GCap Shares are
derived data provided by Factset.

5.                 GCap's net debt, minority interests and investments in
associates for the purposes of calculating the enterprise value for the
Transaction has been sourced from the interim report for the six months ended 30
September 2007.

6.                 Information concerning the market position of Global Radio's
stations is taken from RAJAR (www.rajar.co.uk).





                                  APPENDIX III
                                  DEFINITIONS

The following definitions apply throughout this announcement unless the context
otherwise requires:

'Alternative         (i) an offer or possible offer (in either case whether or
Proposal'            not subject to pre conditions) put forward by any person
                     other than Global Radio Acquisitions (or any person treated
                     by the Takeover Panel as being a joint offeror with Global
                     Radio Acquisitions or any person then acting in concert
                     with any of them) in respect of, or for, the whole of the
                     issued ordinary share capital of GCap;
                     (ii) the sale, or possible sale of, the whole or a majority
                     of the assets and undertaking of the GCap Group; or
                     (iii) any other proposal which would, if implemented,
                     result in a change of control of GCap,
                     in each case howsoever it is proposed that such offer,
                     proposal or transaction be implemented (whether by way of
                     scheme of arrangement, merger, business combination, dual
                     listed company structure or otherwise)

'Acquisition         the facility agreement entered into between amongst others,
Facility Agreement'  (1) Global Radio (as the Company and as an Original
                     Guarantor), (2) Global Radio Acquisitions (as Bidco and as
                     the Original Borrower and Original Guarantor), (3) Bank of
                     Scotland plc and The Governor and Company of the Bank of
                     Ireland (as Arranger), (4) Bank of Scotland plc and The
                     Governor and Company of the Bank of Ireland (as Original
                     Lenders), (5) Bank of Scotland plc (as Agent) and (6) Bank
                     of Scotland plc (as Security Agent) (each term as defined
                     therein) as may be amended, novated, supplemented, extended
                     or restated from time to time

'Authorisations'     authorisations, orders, grants, recognitions,
                     confirmations, consents, licences, clearances,
                     certificates, permissions or approvals

'Board               the Scheme Recommendation or the Offer Recommendation, as
Recommendation'      appropriate

'Break Fee'          the break fee of one per cent. of the value of the
                     Transaction (subject to adjustment for VAT) calculated by
                     reference to the price payable per GCap Share and the fully
                     diluted equity share capital of GCap

'Business Day'       a day (excluding Saturdays, Sundays and public holidays in
                     England and Wales) on which banks generally are open for
                     business in the City of London

'Closing Price'      the closing middle market quotation of a GCap Share as
                     derived from the Daily Official List

'Companies Act 1985' the Companies Act 1985, as amended, modified or re-enacted
                     from time to time

'Conditions'         the terms and conditions to the implementation of the
                     Transaction set out in Appendix I

'Court'              the High Court of Justice in England and Wales

'Court Hearing'      the Court hearing to sanction the Scheme and confirm the
                     Reduction

'Court Meeting'      the meeting (including any adjournment thereof) of the GCap
                     Shareholders (or the relevant class or classes thereof)
                     convened by order of the Court under section 425 of the
                     Companies Act 1985 to consider and vote on the Scheme

'Court Order'        the order of the Court sanctioning the Scheme under section
                     425 of the Companies Act 1985 and the order of the Court
                     confirming the Reduction

'Credit Suisse'      Credit Suisse Securities (Europe) Limited

'CREST'              the relevant system (as defined in the Regulations) in
                     respect of which Euroclear UK & Ireland Limited is the
                     Operator (as defined in such Regulations)

'Directors' or       the directors or the board of directors of the relevant
'Board'              entity

'Effective Date'     the date on which the Scheme becomes effective in
                     accordance with its terms

'EGM' or             the extraordinary general meeting of GCap Shareholders
'Extraordinary       (including any adjournment thereof) to be convened in
General Meeting'     connection with the Transaction

'Fairly Disclosed'   fairly disclosed in the Interim Results or, as publicly
                     announced by or on behalf of GCap through (i) a Regulatory
                     Information Service before the date of this announcement or
                     (ii) the publication of such information on the main
                     website maintained by GCap before the date of this
                     announcement, or as fairly disclosed by GCap or any of its
                     professional advisers, including but not limited to any of
                     its legal advisers and any of its financial advisers, to a
                     member of the Global Radio Group or any of its professional
                     advisers, including but not limited to any of its legal
                     advisers and any of its financial advisers, before the date
                     of this announcement

'FSA'                the Financial Services Authority

'GCap'               GCap Media plc, a public limited company incorporated under
                     the laws of England and Wales with registered number 923454

'GCap Group'         GCap and its subsidiary undertakings and, where the context
                     permits, each of them

'GCap Shareholders'  holders of GCap Shares
or 'Shareholders'

'GCap Share Schemes' the GCap Media plc Savings-Related Share Option Scheme, the
                     GCap Media plc 1998 Share Option Scheme, the GCap Media plc
                     2005 Long Term Incentive Plan, the GCap Media plc Deferred
                     Annual Bonus Scheme and the GCap Media plc/Fru Hazlitt
                     agreement relating to the acquisition of GCap shares

'GCap Shares'        ordinary shares of 2.5 pence each in the capital of GCap

'Global Radio'       Global Radio UK Limited

'Global Radio        Global Radio Acquisitions Limited, a private limited
Acquisitions'        company incorporated under the laws of England and Wales
                     with registered number 6417314

'Global Radio Group' Global Radio and its subsidiary undertakings and, where the
                     context permits, each of them

'Implementation      the agreement dated 31 March 2008 between Global Radio,
Agreement'           Global Radio Acquisitions and GCap relating to the
                     Transaction

'Interim Results'    the interim results of GCap for the six months ended on 30
                     September 2007 which were announced on 23 November 2007

'Landsbanki'         Landsbanki Securities (UK) Limited

'Lending Banks'      each of Bank of Scotland and The Governor and Company of
                     the Bank of Ireland in its capacity as lender under the
                     Acquisition Facility Agreement and any other person who
                     becomes party to such agreement as a lender in accordance
                     with its terms

'London Stock        London Stock Exchange plc or its successor
Exchange'

'Meetings'           the Court Meeting and the EGM

'Offer'              if Global Radio Acquisitions so elects following approval
                     therefor from GCap (which approval shall no longer be
                     required if GCap has withdrawn, qualified or adversely
                     modified the Scheme Recommendation or if an Alternative
                     Proposal has been announced), the acquisition of the entire
                     issued and to be issued ordinary share capital of GCap by
                     way of a takeover offer

'Offer Document'     the document which would be despatched to GCap
                     Shareholders, amongst others, if Global Radio Acquisitions
                     elects, following approval therefor from GCap (which
                     approval shall no longer be required if GCap has withdrawn,
                     qualified or adversely modified the Scheme Recommendation
                     or if an Alternative Proposal has been announced), to
                     implement the Transaction by means of a takeover offer,
                     together with any form of acceptance

'Offer               an unqualified unanimous recommendation of the Board of
Recommendation'      GCap to GCap Shareholders to accept the Offer

'Official List'      The Official List of the UK Listing Authority

'Panel'              the Panel on Takeovers and Mergers

'Reduction'          the proposed reduction of capital of GCap under section 137
                     of the Companies Act 1985 provided for by the Scheme

'Regulations'        the Uncertificated Securities Regulations2001

'Regulatory          an information dissemination provider approved by the FSA
Information Service' and whose name is set out in a list maintained by the FSA

'relevant            has the meaning given to it in the Takeover Code
securities'

'Scheme' or 'Scheme  the scheme of arrangement under section 425 of the
of Arrangement'      Companies Act 1985 to be proposed by GCap to the GCap
                     Shareholders in connection with the Transaction, with or
                     subject to any modification, addition or condition approved
                     or imposed by the Court and agreed by GCap and Global Radio
                     Acquisitions

'Scheme Document'    the document to be addressed to, amongst others, GCap
                     Shareholders containing, among other things, the Scheme,
                     the notices of the Meetings and proxy forms in respect of
                     the Meetings

'Scheme              an unqualified unanimous recommendation of the Board of
Recommendation'      GCap to GCap Shareholders to vote in favour of the
                     resolutions to be proposed by GCap to GCap Shareholders at
                     the Court Meeting and the EGM

'Scheme              holders of Scheme Shares
Shareholders'

'Scheme Shares'      the GCap Shares:
                     in issue at the date of the Scheme;
                     (if any) issued after the date of the Scheme and prior to
                     the voting record time in respect of the Court Meeting; and
                     (if any) issued on or after the voting record time in
                     respect of the Court Meeting and prior to 6.00 p.m. on the
                     Business Day immediately preceding the Effective Date in
                     respect of which the original or any subsequent holders
                     thereof are bound by the Scheme or in respect of which the
                     holder thereof shall have agreed in writing to be bound by
                     the Scheme,
                     in each case other than any GCap Shares held by Global
                     Radio Acquisitions (unless GCap and Global Radio
                     Acquisitions agree otherwise)

'Special Resolution' the special resolution to approve, amongst other things,
                     the cancellation of the entire issued share capital of
                     GCap, the alteration of GCap's articles of association and
                     such other matters as may be necessary to implement the
                     Scheme and the delisting of GCap Shares

'subsidiary',        shall be construed in accordance with Companies Act 1985

'subsidiary          (but for these purposes ignoring paragraph 20(1)(b) of
undertaking',        Schedule 4A to the Companies Act 1985)
'associated
undertaking' or
'undertaking'

'Takeover Code'      the Takeover Code issued by the Panel from time to time

'Transaction'        the proposed acquisition of the entire issued and to be
                     issued ordinary share capital of GCap by Global Radio
                     Acquisitions on the terms described in this announcement
                     (or any subsequent revision or variation of such terms) to
                     be effected by way of the Scheme or, should Global Radio
                     Acquisitions so elect following approval therefor from GCap
                     (which approval shall no longer be required if GCap has
                     withdrawn, qualified or adversely modified the Scheme
                     Recommendation or if an Alternative Proposal has been
                     announced), by way of the Offer

'UBS Investment      UBS Limited
Bank'

'UK' or 'United      the United Kingdom of Great Britain and Northern Ireland
Kingdom'

'US' or 'United      The United States of America, its territories and
States'              possessions, any state or political subdivision of the
                     United States of America and the District of Columbia

'US Holder'          GCap Shareholders who are, or who appear (at any time) to
                     Global Radio Acquisitions to be, resident in the United
                     States;

'Wider GCap Group'   the GCap Group and associated undertakings of GCap and any
                     other body corporate, partnership, joint venture or person
                     in which GCap and such undertakings (aggregating their
                     interests) have an interest of more than 20 per cent. of
                     the voting or equity capital or the equivalent

'Wider Global Radio  the Global Radio Group and associated undertakings of
Group'               Global Radio and any other body corporate, partnership,
                     joint venture or person in which Global Radio and such
                     undertakings (aggregating their interests) have an interest
                     of more than 20 per cent. of the voting or equity capital
                     or the equivalent

'£' or 'Sterling '   pounds sterling, or the lawful currency of the UK from time
                     to time

All references to time in this announcement are to London time unless otherwise
stated.
--------------------------

(1) Listeners per week as per RAJAR.

(2) GCap internal data.

(3) Underlying historic revenues and profit as if GWR Group and Capital Radio
had merged before 1 April 2005.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
                                                                                                       

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