WLG.L Regulatory News (WLG)

29 Aug 2006 16:57

UTV PLC29 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 itsboard has rejected UTV's revised merger proposal. UTV made a revised improvedmerger proposal to the board of SMG on 21 August 2006, pursuant to which SMG'sshareholders would receive a 52% interest in the merged entity. The board of UTV(the "Board") is disappointed that SMG has rejected this revised proposal whichit believes would be highly attractive from a strategic, commercial andfinancial perspective and would create shareholder value for both SMG's andUTV's shareholders. UTV has expressed its willingness on a number of occasions to meet with theboard of SMG. UTV is not aware of any offer from the board of SMG to meet todiscuss its proposals, and has had no contact with SMG since Wednesday 23August. The Board is currently considering its position and will make a furtherannouncement in due course. Press enquiries: UTVJohn McCann, Group Chief Executive Tel: +44 (0)28 9026 2202 Numis Securities LimitedJag Mundi, Head of Corporate Finance Tel: +44 (0)20 7776 1582 Christopher Wilkinson, Corporate Broking Tel: +44 (0)20 7776 1530 PowerscourtAnthony Silverman, Director Tel: +44 (0)20 7236 5615 Numis Securities Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for UTV and for no-one else inconnection with the matters referred to in this announcement and will not beresponsible to anyone other than UTV for providing the protections afforded tocustomers of Numis Securities Limited nor for giving advice in relation to thematters 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) in1% 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 ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") 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. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an " interest" in "relevant securities" of UTV or SMG, they will bedeemed 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 "relevantsecurities" 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 theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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