CAP Clean Air

RNS Number:0035M
Capital Radio PLC
06 May 2005







                                Capital Radio GWR


Proposed Merger of Capital Radio plc ("Capital Radio") and GWR Group plc ("GWR")
approved by the Court

The High Court has today made an order sanctioning the scheme of arrangement
(the "Scheme") between GWR and the holders of Scheme Shares (as defined in the
Scheme) and confirming the related reduction of share capital of GWR.

The Scheme will effect the merger of GWR and Capital Radio (the "Merger").

It is intended that the Court's order will be delivered to the Registrar of
Companies for registration, and the Scheme will become effective, before 8.00
a.m. on 9 May 2005.

It is also intended that Capital Radio's name will change to GCap Media plc on 9
May 2005.

The intended timetable for the implementation of the Merger is as follows:

Last day of dealings in GWR Shares                                             6 May 2005

Scheme Record Time                                                  6.00 p.m., 6 May 2005

Scheme becomes effective                                     Before 8.00 a.m., 9 May 2005                

De-listing of GWR Shares                                            8.00 a.m., 9 May 2005

Commencement of dealings on the London Stock Exchange               8.00 a.m., 9 May 2005
in New Capital Radio Shares issued to GWR Shareholders          
under the Scheme

Crediting of New Capital Radio Shares to CREST accounts             8.00 a.m., 9 May 2005

Latest date for despatch of share certificates relating to the                23 May 2005
New Capital Radio Shares and settlement of fractional entitlement
payments where applicable

Enquiries:

Capital Radio                           GWR

Tel: +44 (0)20 7766 6240                Tel: +44 (0) 01793 663081
David Mansfield                         Ralph Bernard
Peter Harris                            Wendy Pallot
Jane Wilson                             Simon Cooper

Finsbury                                College Hill
Tel: +44 (0)20 7251 3801                Tel: +44 (0)20 7457 2020
Rupert Younger                          Adrian Duffield
Julius Duncan                           Matthew Smallwood

Unless the context otherwise appears, terms defined in the GWR's scheme document
dated 21 March 2005 (the "Scheme Document") and in Capital Radio's listing
particulars dated 21 March 2005 (the "Listing Particulars") have the same
meaning in this announcement.

The directors of GWR accept responsibility for the information contained in this
announcement insofar as it relates to it 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.

The directors of Capital Radio accept responsibility for the information
contained in this announcement insofar as it relates to Capital Radio 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.

UBS Limited and Bridgewell Limited are each acting exclusively for GWR in
connection with the Merger and no-one else and will not be responsible to anyone
other than GWR for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Merger, the contents of
this announcement or any transaction or arrangement referred to herein.

Credit Suisse First Boston (Europe) Limited is acting exclusively for Capital
Radio in connection with the Merger and no-one else and will not be responsible
to anyone other than Capital Radio for providing the protections afforded to its
clients, nor for providing advice in relation to the Merger, the contents of
this announcement or any transaction or arrangement referred to herein.

Anthony Fry, who is a Managing Director of Lehman Brothers International
(Europe), is acting as a special adviser to the Board of 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
Lehman Brothers International (Europe) 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 this document.
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 may contain 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. 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.






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

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