WLG.L Regulatory News (WLG)

13 Jun 2005 07:00

Ulster Television PLC13 June 2005 13 June 2005 Ulster Television plc Recommended offer for The Wireless Group plc Offer Wholly Unconditional, Compulsory Acquisition of Shares and Cancellation of Listing and Trading The Offer On 6 May 2005, UTV announced a cash offer with a Partial Share Alternative andan Additional Share Facility to acquire the entire issued and to be issuedordinary share capital of Wireless which was recommended by the WirelessIndependent Directors. Offer Wholly Unconditional On 6 June 2005, UTV declared the Offer unconditional as to acceptances. All ofthe remaining conditions of the Offer have now been satisfied or waived andaccordingly UTV is pleased to announce that the Offer is declared unconditionalin all respects. The Offer will remain open until further notice. As described in the OfferDocument, UTV confirms that the Partial Share Alternative and the AdditionalShare Facility will close on 17 June 2005. Compulsory Acquisition UTV announces that it has acquired, or contracted to acquire, not less thannine-tenths in value of the Wireless Shares to which the Offer relates and,accordingly, is now entitled and intends to compulsorily acquire the remainingWireless Shares pursuant to sections 428 to 430F of the Companies Act 1985. Theappropriate compulsory acquisition notices pursuant to s429(4) of the CompaniesAct 1985 will be issued later today. Cancellation of Listing and Trading As stated in the Offer Document, it is UTV's intention to procure that Wirelesswill apply for cancellation of the listing of the Wireless Shares on theOfficial List and for the cessation of trading on the London Stock Exchange'smarket for listed securities. It is anticipated that the cancellation oflisting and trading will take effect on 13 July 2005, being not less than 20Business Days following this announcement. Enquiries: Jag Mundi, Head of Corporate FinanceChris Wilkinson, Director, Corporate BrokingNumis Securities Limited Tel: 020 7776 1500(Financial Adviser to UTV) Richard Campbell-Breeden, Managing DirectorRobert Sorrell, Executive DirectorGoldman Sachs International Tel: 020 7774 1000(Financial Adviser to Wireless) Terms defined in the Offer Document shall have the same meaning in thisannouncement. The Offer is not being made, directly or indirectly, and this announcementshould not be sent, in or into or from the United States, Canada, Australia orJapan or by use of the mails or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce of, or any facilities of a national securities exchange of, any ofthese jurisdictions and doing so may render invalid any purported acceptance ofthe Offer. Accordingly, copies of this announcement and any other documentrelating to the Offer are not being, and must not be, mailed or otherwisedistributed or sent in or into the United States, Canada, Australia or Japan.Any person (including, without limitation, custodians, nominees and trustees)who may have contractual or legal obligations, or may otherwise intend, toforward this announcement to any jurisdiction outside the United Kingdom shouldread the relevant provisions of the Offer Document before taking any action. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselvesabout and observe any applicable requirements. Numis Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for UTV andfor no one else in connection with the Offer and will not be responsible to anyperson other than UTV for providing the protections afforded to customers ofNumis Securities Limited, nor for providing advice to any other person inrelation to the Offer. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Wirelessand for no one else in connection with the Offer and will not be responsible toany person other than Wireless for providing the protections afforded tocustomers of Goldman Sachs International, nor for providing advice to any otherperson in relation to the Offer. This announcement is not intended to and does not constitute, or form part of,an offer or any solicitation of an offer or an invitation to purchase anysecurities. END. This information is provided by RNS The company news service from the London Stock Exchange