RNS Number:9830S
Granada PLC
08 December 2003

                         MERGER OF GRANADA AND CARLTON
             MERGER DOCUMENTS POSTED / CARLTON PREFERENCE SHARE OFFER


The Boards of Granada and Carlton announce that the pre-conditions to the Merger
of Granada and Carlton have now been satisfied or waived and accordingly the
formal documents relating to the Merger are being posted to shareholders today.
The Merger is being effected by the acquisition of Carlton and Granada by a new
holding company, ITV plc, through inter-conditional schemes of arrangement.



Terms of the Merger



Under the terms of the Merger, Granada Shareholders will receive:


      *                 for each Granada Share            1 ITV Ordinary Share; and

Carlton Ordinary Shareholders will receive:

      *                 for each Carlton Ordinary Share   1.9386 ITV Ordinary Shares and 0.1835 ITV
                                                          Convertible Shares



On completion of the Merger, Carlton Ordinary Shareholders will receive
approximately 32 per cent. of the issued ordinary share capital of ITV plc. This
will potentially increase to approximately 34 per cent. in 2006 conditional on
the achievement of a share price for the ITV Ordinary Shares of 140 pence and on
achievement of an earnings target for the ITV Ordinary Shares for the year
ending September 2005 equal to or greater than 6.26 pence. This will be effected
through the issue of ITV Convertible Shares to Carlton Ordinary Shareholders on
completion of the Merger.



On completion of the Merger, Granada Shareholders will receive approximately 68
per cent. of the ITV Ordinary Shares, potentially reducing to approximately 66
per cent. in 2006 if the ITV Convertible Shares convert. It is also intended
that Granada Shareholders on the register of members of Granada on 28 January
2004 will receive a total of approximately #200 million in cash following
completion of the Merger which is equivalent to approximately 7.225p per Granada
share.  The ex-date for the issue of Granada Redeemable Shares is 26 January
2004.



The Merger is subject to the conditions set out in Part Three of the joint
scheme document being posted today, including, amongst other things, the
approval of the Merger by shareholders of both Granada and Carlton and the
approval of schemes of arrangement of Granada and Carlton by the Court which is
expected on 30 January 2004 at which time Michael Green and Paul Murray will
resign as directors of Carlton.



Carlton Preference Share Offer



In the original announcement of the Merger in October 2002, Carlton and Granada
stated that appropriate proposals would be made to Carlton Preference
Shareholders upon posting of the Merger documentation. Accordingly, an offer is
being made by ITV plc to Carlton Preference Shareholders of 102 pence in cash
per Carlton Preference Share (plus an amount equal to any accrued but unpaid
dividend in respect of each Carlton Preference Share up to but excluding the
date of acquisition) in consideration for the cancellation of those shares. This
proposal is to be implemented by means of a scheme of arrangement of the Carlton
Preference Shareholders, which is conditional (amongst other things) on the
Merger becoming effective.  The Merger is not conditional on the Carlton
Preference Share Offer becoming effective.



Timetable of Key Events



The timetable of key events is expected to be as follows:



*        13 January 2004      -  Shareholder meetings



*        30 January 2004      -  Court hearings; last day of dealings in Carlton
                                 Shares, Granada Shares and Carlton ADSs



*        2 February 2004      -  Effective date of the Merger and commencement
                                 of dealings in ITV plc shares



Press Enquiries



Granada
Susan Donovan                  Tel: 020 7737 8719

Carlton
Peter Rushton                  Tel: 020 7347 3626

Citigate Dewe Rogerson         Tel: 020 7638 9571
Jonathan Clare
Simon Rigby

Brunswick                      Tel: 020 7404 5959
Andrew Garfield


Other

Copies of the Listing Particulars and the Scheme Document have been submitted to
the UK Listing Authority and will shortly be available for inspection at the UK
Listing Authority's Document Viewing Facility which is situated at:  Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS,
telephone 020 7066 1000.  The Document Viewing Facility is open from 9 a.m. to
5.30 p.m. on every weekday except bank holidays.



The Merger documents will also be available in the ITV Merger section on ITV's
website (www.itv.com), on Carlton's corporate website (www.carltonplc.co.uk) and
in the Investor Information section on Granada's website (www.granadamedia.com).



In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Granada

announces that it has 2,768,244,245 ordinary shares in issue of 10p each at 8
December 2003 (ISIN GB0008275660).  Carlton announces that it has 671,960,088
Ordinary shares of 5p each (ISIN: GB0003419255) and 163,532,321 6.5p (net)
Cumulative Convertible Redeemable Preference shares of 5p each (ISIN:
GB0001765030) in issue at 8 December 2003.



FORWARD-LOOKING STATEMENTS



DISCLOSURE NOTICE:  The information contained in this press release is as of 8
December 2003.  Granada and Carlton assume no obligation to update any
forward-looking statements contained in this press release as a result of new
information for future events or developments.



 In order to utilise the "Safe Harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995, Granada and Carlton are providing the
following cautionary statement:  This document contains certain statements that
are or may be forward-looking with respect to the expected timing and completion
of the merger between Carlton and Granada, as well as the implementation of the
integration plans for the merged group.  By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future.  There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.  These factors include,
but are not limited to, statements made elsewhere in the press release, as well
as material changes in tax laws and regulations and the ability of Granada and
Carlton to (i) obtain shareholders' approval or remaining regulatory clearances
for the transaction and (ii) integrate the businesses of Granada and Carlton,
achieve cost savings and realise other synergies in connection with the Merger,
in each case without unforeseen delay.  A further description of certain of
these matters can be found in Item 3.B, "Key Information-Risk Factors" included
in Carlton's Annual Report on Form 20-F for the fiscal year ended 30 September
2002, filed with the United States Securities and Exchange Commission
(Commission file number: 0-15252).



END


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