RNS Number:1170L
Capital Radio PLC
15 April 2005

For Immediate Release
                                             15 April 2005



                      Capital Radio plc ("Capital Radio")

         Recommended Merger of Capital Radio and GWR Group plc ("GWR")

                    Results of Extraordinary General Meeting



The Board of Capital Radio announces that at the Extraordinary General Meeting
of its shareholders held earlier today, the resolution to approve the proposed
merger between Capital Radio and GWR was duly passed.

In addition, all other resolutions proposed at the Extraordinary General Meeting
(including the resolution to change the company name to GCap Media plc,
conditional upon the Merger becoming effective) were duly passed.

The Merger remains subject to the satisfaction or waiver of various Conditions,
including the sanction of the GWR Scheme of Arrangement by the Court.

The indicative timetable for implementation of the Merger is currently expected
to be as follows:
Court hearing                                                            6 May 2005
Last day of dealings in GWR Shares                                       6 May 2005
Scheme Record Time                                                       6.00 p.m., 6 May 2005
Effective Date of Scheme                                                 9 May 2005
De-listing of GWR Shares                                                 8.00 a.m., 9 May 2005
Commencement of dealings on the London Stock Exchange in New Capital     8.00 a.m., 9 May 2005
Radio Shares issued to GWR Shareholders under the Scheme

Copies of the resolutions passed at the Extraordinary General Meeting will
shortly be available to the public for inspection at the UK Listing Authority's
Document Viewing Facility which is situated at the Financial Services Authority,
25 The North Colonnade, Canary Wharf, London E14 5HS (tel no: +44 (0)20 7066
1000) during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted), until completion of the Merger.

Enquiries:


Capital Radio                                   Finsbury
Tel: +44 (0)20 7766 6240                        Tel: +44 (0)20 7251 3801
Jane Wilson                                     Rupert Younger
Elly Smith                                      Julius Duncan


Unless the context otherwise appears, terms defined in the Capital Radio Listing
Particulars dated 21 March 2005 (the "Listing Particulars") which were
despatched to both Capital Radio and GWR shareholders, have the same meaning in
this announcement.

The directors of Capital Radio accept responsibility for the information
contained in this announcement and, to the best of their knowledge and belief
(having taken reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Credit Suisse First Boston (Europe) Limited, which is regulated in the United
Kingdom by the Financial Services Authority, are acting exclusively for Capital
Radio and no-one else in connection with the Merger and will not be responsible
to anyone other than Capital Radio for providing the protections afforded to
clients of Credit Suisse First Boston (Europe) Limited, or for providing advice
in relation to the Merger, the contents of this announcement or any transaction
or arrangement referred to herein.

Securities may not be offered or sold in the United States unless they are
registered under the US Securities Act of 1933, as amended, (the "US Securities
Act") or exempt from such registration. The New Capital Radio Shares to be
issued to GWR Shareholders under the Scheme have not been and will not be
registered under the US Securities Act (nor under the securities laws of any
state of the United States), but will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by section
3(a)(10) thereof. GWR Shareholders (whether or not US persons) who are or will
be "affiliates" of GWR or Capital Radio prior to, or of Capital Radio after, the
Effective Date will be subject to certain US transfer restrictions relating to
New Capital Radio Shares received under the Scheme of Arrangement. These
transfer restrictions are explained in paragraph 18 of Part III of the Scheme
Document and paragraph 18 of Part I of the Listing Particulars. Neither the SEC
nor any US state securities commission has approved or disapproved of the New
Capital Radio Shares or passed upon the adequacy or accuracy of the Listing
Particulars or this announcement. Any representation to the contrary is a
criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the New Capital Radio Shares
have not been, nor will they be, registered under or offered in compliance with
applicable securities laws of any state, province, territory or jurisdiction of
Canada, Australia or Japan. Accordingly, the New Capital Radio Shares may not
(unless an exemption under relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Canada, Australia
or Japan or any other jurisdiction if to do so would constitute a violation of
the relevant laws of, or require registration thereof in, such jurisdiction or
to, or for the account or benefit of, any Canadian, Australian or Japanese
person.

This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends", "
expects", "anticipates", "estimates" and words of similar import. 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, factors identified
elsewhere in the Listing Particulars as well as the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
integration of the businesses of GWR and Capital Radio, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or are not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places GWR and Capital Radio do
business, are less favourable than expected; and/or conditions in the securities
market are less favourable than expected. Neither GWR nor Capital Radio
undertakes any obligation to update the forward looking statements to reflect
actual results, or any change in events, conditions or assumptions or other
factors, unless required to do so by the City Code or the Listing Rules.

                                    - Ends -


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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