WLG.L Regulatory News (WLG)

18 Aug 2006 07:03

SMG PLC18 August 2006 18 August 2006 For immediate release SMG plc ("SMG") Response to Press Speculation The Board of SMG notes the press speculation regarding a possible merger withUTV plc ("UTV"). SMG confirms that it has received a merger proposal from UTV.Under the terms of this proposal, SMG shareholders would receive a 50 per cent.interest in the merged entity. A further announcement will be made in due course. PRESS ENQUIRIES SMG 0141 300 3640 Callum Spreng Citigroup 020 7986 4000 David Wormsley Matthew Smith Brunswick 020 7404 5959 James Hogan Citigroup Global Markets ('Citigroup') is acting for SMG and no-one else inrelation 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. "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until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends.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