WLG.L Regulatory News (WLG)

11 Dec 2006 09:56

SMG PLC11 December 2006 11 December 2006 For immediate release SMG plc Statement re: Merger Approach The Board of SMG plc ("SMG", the "Group") confirms that it has received afurther approach from UTV plc ("UTV") regarding a possible nil premium merger ofSMG and UTV, based on relative market values. As a result SMG has entered into discussions with the UTV Board which may or maynot lead to a merger. This statement is made without UTV's consent. There can be no certainty that anoffer will be made nor as to the terms on which any offer might be made. In addition the search process for a new CEO for SMG has been suspended whilemerger discussions progress. The Board also reports that good progress is being made on the disposals ofPrimesight and Pearl & Dean. Discussions with the Group's lenders areproceeding well and constructive discussions have taken place with the Group'spensions trustees regarding future funding. Further announcements on thesetopics will be made in due course. Further Enquiries: Citigroup Tel: 020 7986 4000 Matthew Smith Brunswick Tel: 020 7404 5959 James Hogan Simon Sporborg Ash Spiegelberg Citigroup Global Markets Limited ('Citigroup') is acting for SMG and no-one elsein relation to the approach referred to in this announcement and will not beresponsible to anyone other than SMG for providing the protections afforded tocustomers of Citigroup or for giving advice in relation to the matters referredto in this announcement. "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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends.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