CAP Clean Air

RNS Number:0237M
Capital Radio PLC
09 May 2005


9 May 2005

Completion of merger between Capital Radio and GWR, change of name to GCap Media
plc, commencement of dealings in New Capital Radio Shares, and GCap Media
current trading

Completion of the merger - scheme becomes effective
The order made by the High Court on 6 May 2005 sanctioning the scheme of
arrangement (the Scheme) between GWR Group plc (GWR) and the holders of Scheme
Shares (as defined in the Scheme), and confirming the related reduction of share
capital of GWR, has today been delivered to the Registrar of Companies in
England and Wales for registration and to be registered by him. Furthermore,
dealings on the London Stock Exchange in the New Capital Radio shares issued to
former GWR shareholders commenced at 8am today. Accordingly, the Scheme has
today become effective in accordance with its terms and the merger between
Capital Radio plc (Capital Radio) and GWR has been completed.

Change of name to GCap Media plc
Capital Radio's name has changed to GCap Media plc. This change took effect
earlier today.

GCap Media current trading and outlook
Trading for both Capital Radio and GWR was difficult in April. Revenues were
down 21% at Capital Radio, and down 15% for GWR, making a combined GCap Media
revenue fall for April of around 17% year on year. Weak consumer confidence and
low spends from traditional top 10 radio advertisers were the principal factors
affecting this weak demand, although April and to an extent May have also been
impacted by specific one off factors including Easter and the General Election.
As in the past visibility is limited. The GCap Media Board is taking a cautious
view on overall market conditions and currently expects the principal factors
that impacted April to continue in May and June.

Dividend
The Directors of Capital Radio have declared a dividend of 6.0p per share (2004
Capital Radio Interim Dividend: 6.0p per share) to be paid on 8 July 2005 to all
shareholders of the enlarged group on the register on 20 May 2005 (ex-dividend
date: 18 May 2005).

Comment
Commenting on the completion of the Merger, Ralph Bernard, Executive Chairman of
GCap Media plc, said:

"This merger puts us in position to lead commercial radio in creating radio's
digital future. As digital listening grows GCap Media will be able to drive the
growth of commercial radio's share of listening and advertising by enhancing our
services to listeners and providing greater opportunities for advertisers."
"Today's announcement creates a vibrant new radio business with the increased
scale and creative resources that will allow us to compete head on with the 
BBC."

GCap Media shares
As a result of the Merger, 79,336,921 new GCap Media plc shares have been issued
to former GWR Shareholders. As of today, GCap Media plc has 164,849,007 ordinary
shares of 2.5p each in issue.

The last day of dealings in GWR Shares was 6 May 2005. The share certificates
for the new GCap Media plc shares issued to former GWR Shareholders, and the
settlement of fractional entitlement payments (where applicable) to former GWR
Shareholders, will be despatched on or before 23 May 2005. Due to technical
reasons, the designation of CAP.L will not change to GCAP.L on trading screens
until the morning of Tuesday, 10 May 2005.

Board changes
The Board of GCap Media plc announces the following board changes which took
effect earlier today:
Peter Harris, Paul Davies, Linda Smith and Barbara Thomas have resigned from
their positions as directors; and Ralph Bernard, Wendy Pallot, Alastair Ross
Goobey, Patricia Hodgson, Peter Michael, Stella Pirie and Peter Williams have
been appointed as directors of GCap Media plc.

Accordingly, the board of GCap Media comprises the following directors:

Name Role
Ralph Bernard         Executive Chairman
David Mansfield       Chief Executive
Wendy Pallot          Group Finance Director
Peter Cawdron         Non-executive Deputy Chairman
Alastair Ross Goobey  Non-executive Director*
Tony Illsley          Non-executive Director
Tim Mason             Non-executive Director
Peter Mitchell        Non-executive Director
Peter W. Williams     Non-executive Director
Patricia Hodgson      Non-executive Director
Peter Michael         Non-executive Director
Stella Pirie          Non-executive Director
Peter Williams        Non-executive Director
* Senior non-executive director

Details of each of the above directors are contained in the Listing Particulars
dated 21 March 2005, which were sent to both Capital Radio Shareholders and GWR
Shareholders.

In addition, Richard Manning has been appointed as the Company Secretary of GCap
Media. This appointment took effect earlier today.

Change of accounting reference date

The accounting reference date for Capital Radio (now GCap Media plc) has changed
from 30 September to 31 March.

In a separate press release issued today, Capital Radio announced results for
the six months to 31 March 2005.

GCap Media plc will prepare audited financial results for the 12 month period to
31 March 2006.

ENQUIRIES:

GCap Media plc                                  Tel: +44 (0)20 7766 6863
Ralph Bernard, Executive Chairman
David Mansfield, Chief Executive
Wendy Pallot, Group Finance Director
Jane Wilson, Communications Director

Finsbury                                        Tel: +44 (0)20 7251 3801
Rupert Younger
Julius Duncan

Additional information
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 GCap Media plc 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.

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 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 GCap Media plc or GWR 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

END
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