WLG.L Regulatory News (WLG)

29 Aug 2006 13:37

SMG PLC29 August 2006 29 August 2006 For immediate release SMG plc Statement re: Merger Approach On 18 August 2006, the Board of SMG plc ("SMG") confirmed that it had received amerger proposal (the "Proposal") from UTV plc ("UTV") and that under the termsof the Proposal, SMG shareholders would receive only a 50 per cent. equityinterest in the combined entity. After examining the proposal in detail and having preliminary discussions withUTV's advisers, the Board of SMG unanimously decided to reject the Proposal asit considered it to be unacceptable having regard to the relative market valuesof SMG and UTV, SMG's prospects and the value of its portfolio of assets. Atthe same time, the Board of SMG explained its view on these factors to UTV andindicated its willingness to meet to discuss with the Board of UTV whether apotential merger on mutually acceptable terms would be possible. On 22 August 2006, the Board of SMG received a revised merger proposal (the "Revised Proposal") from UTV under which SMG shareholders would receive only a 52per cent. equity interest in the combined entity. The Board of SMG has examined the Revised Proposal in detail and having hadfurther discussions with UTV and its advisers, the Board of SMG has decided toreject the Revised Proposal for the reasons outlined above. The Board of SMGhas reiterated its offer to meet with the Board of UTV to discuss a potentialmerger which addresses the factors previously explained to them; that offer hasnot been taken up by UTV. This announcement is made without UTV's consent. There can be no certainty thatan offer will be made nor as to the terms on which any offer might be made. PRESS ENQUIRIES SMG 0141 300 3640Callum Spreng Citigroup 020 7986 4000David WormsleyMatthew Smith Hoare Govett 020 7678 8000Sara HaleTim Rowntree Brunswick 020 7404 5959James Hogan 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 this approach. Hoare Govett is acting for SMG and no-one else in relation to the approachreferred to in this announcement and will not be responsible to anyone otherthan SMG for providing the protections afforded to customers of Hoare Govett orfor giving advice in relation to this approach. "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