WLG.L Regulatory News (WLG)

18 Aug 2006 13:52

SMG PLC18 August 2006 18 August 2006 For immediate release SMG plc ("SMG") Rule 2.10 Announcement SMG announces, in accordance with Rule 2.10 of the City Code on Takeovers andMergers, that as at the close of business on 17 August 2006 it had the followingrelevant securities in issue: 315,666,185 ordinary shares of 2.5p each ("Ordinary Shares"). The ISIN referencenumber for these securities is GB0004325402. 6.5% convertible unsecured loan stock amounting to £22,800,826, which areconvertible into 11,464,437 Ordinary Shares. The ISIN reference number for thesesecurities is GB0004325626. "Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany 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 respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 pm (London time) on the London businessday following the date of the relevant transaction. This requirement willcontinue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto 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 asingle 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 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 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