RNS Number:4606D
Capital Radio PLC
29 September 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA
OR JAPAN
For immediate release 29 September 2004
PROPOSED MERGER OF CAPITAL RADIO AND GWR TO CREATE THE UK'S LEADING COMMERCIAL
RADIO GROUP
SUMMARY
The Boards of Capital Radio and GWR announce that they have agreed the terms of
an all-share merger (the "Merger"), to create the UK's leading commercial radio
group (the "Merged Group").
The Merged Group will own one national and 55 local analogue radio stations, 93
digital radio stations and will reach approximately 18 million listeners
representing 36 per cent. of the UK commercial radio audience.
Based on the latest published financial results for both companies, the Merged
Group will have combined turnover of #243 million, combined EBITDA of #53
million and combined PBT of #40 million. The Merger is conditional on regulatory
approval.
DMGT and the Directors of GWR who hold in aggregate approximately 35.1 per cent.
of GWR's issued share capital have given undertakings to accept the Merger
Offer, which are described in more detail in the full announcement. DMGT has
confirmed that it is very supportive of the Merger and that it is its current
intention that, should the Merger be implemented, it will remain a shareholder
in the Merged Group for the foreseeable future.
Based on the current issued share capital of the two companies, Capital Radio
shareholders will hold 52 per cent. and GWR shareholders will hold 48 per cent.
of the issued share capital of the Merged Group.
Based on Closing Prices as at 17 September 2004, the last trading day before the
announcement that Capital Radio and GWR were in merger discussions, the Merged
Group's combined market capitalisation would have been approximately #711
million.
The Boards of Capital Radio and GWR believe that the Merged Group will create
significant strategic, operational and financial benefits for listeners,
advertisers and shareholders, as follows:
Strategic Benefits
The Merger will create the UK's leading commercial radio group, which would be
well positioned to benefit from the strong potential growth of the commercial
radio sector. The Merger will also advance Capital Radio's and GWR's
complementary strategies and will enable the Merged Group to play a pivotal role
in the development of digital radio in the UK.
Looking forward, the Merged Group will be focused on achieving three strategic
goals:
* Accelerating the future growth of commercial radio's share of
listening relative to the BBC, and the Merged Group's share of this growth.
* Accelerating the future growth of commercial radio's share of
display advertising, and the Merged Group's share of it.
* Growing non-traditional revenues through the relationship with
listeners.
Operational Benefits
* Greater ability to deliver more compelling content through
attracting and developing the best talent, better access to music entertainment
and shared best practice.
* A unified, well resourced sales house will provide advertisers with
better access to the most attractive demographics in the UK and improve customer
service.
* The opportunity to refine the Merged Group's portfolio of strong
brands and digital assets.
Financial Benefits
* Estimated annualised pre-tax cost savings of at least #7.5 million
achievable in the second full year following completion of the Merger.
* Creates greater financial scale and flexibility to exploit future
commercial opportunities.
* Following completion of the Merger, the Merged Group expects to
maintain the current Capital Radio dividend level and will seek to grow its
dividend cover over time.
Commenting on today's announcement, Ralph Bernard, Executive Chairman of GWR,
said:
"This merger is a fantastic opportunity to create UK commercial radio's champion
of the digital age. The enlarged group will be in a strong position to drive the
growth of commercial radio's share of listening and total advertising by
providing enhanced services to listeners and greater opportunities for
advertisers. We expect this to deliver increased value to shareholders over
time."
Commenting on today's announcement, David Mansfield, Chief Executive of Capital
Radio, said:
"Today's announcement creates a vibrant new radio business with a leading
position in an attractive and growing sector. Capital and GWR share common
strategies and values, and have complementary brands and geographic transmission
areas in both the analogue and digital spectrum. In addition to the synergies
that we have identified, we will concentrate our efforts on further value
creation over time by combining the strongest qualities of both companies within
the new group."
Terms
* It is intended to implement the Merger by means of a recommended share
for share exchange offer to be made on behalf of Capital Radio for the whole of
the issued and to be issued share capital of GWR.
* The terms of the Merger are based on the recent relative market
capitalisations of the two companies. Under the terms of the Merger, Capital
Radio Shareholders will retain their shares in Capital Radio and GWR
Shareholders will receive New Capital Radio Shares in the ratio of 60.236 for
every 100 GWR Shares.
* Based on the current issued share capital of the two companies,
Capital Radio Shareholders will hold 52 per cent., and GWR Shareholders will
hold 48 per cent., of the issued share capital of the Merged Group.
* Following completion of the Merger, Ralph Bernard will be Executive
Chairman of the Merged Group, David Mansfield will be Chief Executive and Wendy
Pallot will be Finance Director. The Non-Executive Directors will be drawn from
the current Boards of both companies to ensure equal representation overall from
Capital Radio and GWR. In addition, the Merged Group intends to invite a
representative of DMGT to become a Non-Executive Director.
* The Merger Offer will not be made unless and until the Pre-Conditions
have been satisfied or waived. Such Pre-Conditions are (i) clearance having
been received from the OFT or the Competition Commission or, as the case may be,
the Secretary of State, in terms reasonably satisfactory to each of Capital
Radio and GWR, and (ii) confirmation from Ofcom, in terms satisfactory to each
of Capital Radio and GWR that Ofcom will not as a result of the Merger take any
action or refrain from taking any action that it would otherwise have taken, or
require Capital Radio and/or GWR to take any action or refrain from taking any
action, in connection with any licence(s) which would have a material adverse
effect on the Merged Group taken as a whole.
* Capital Radio and GWR reserve the right to jointly elect to implement
the Merger by way of a scheme of arrangement under section 425 of the Companies
Act. In such event, the Scheme will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the
Merger Offer.
* A proposal to change the name of Capital Radio, conditional upon
completion of the Merger, will be put to Capital Radio Shareholders in due
course.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. Terms used in this summary shall have the
meanings given to them in Appendix IV to the full announcement.
The Pre-Conditions, Conditions and certain further terms of the Merger Offer are
set out in Appendix I to the full announcement. Appendix II contains sources and
bases of information and Appendix III contains a summary of certain terms of the
Merger Agreement.
ENQUIRIES
There will be a meeting for analysts at the London Stock Exchange at 9:30 am
today.
For further information, please contact:
Capital Radio GWR
Tel: + 44 (0)20 7766 6240 Tel: +44 (0)118 928 4338
David Mansfield Ralph Bernard
Peter Harris Wendy Pallot
Jane Wilson Simon Cooper
Credit Suisse First Boston UBS
(Financial adviser to Capital Radio) (Financial adviser to GWR)
Tel: + 44 (0)20 7888 8888 Tel: +44 (0)20 7567 8000
Gillian Sheldon Adrian Haxby
Stuart Upcraft Simon Warshaw
Anthony Fry Bridgewell
(Special adviser to Capital Radio) (Financial adviser to GWR)
Tel: +44 (0)20 7102 1300 Tel: +44 (0)20 7003 3000
Andrew Tuckey
John Craven
Cazenove HSBC
(Corporate broker to Capital Radio) (Corporate broker to GWR)
Tel: + 44 (0)20 7588 2828 Tel: +44 (0)20 7991 8888
John Paynter Heraclis Economides
David Anderson
Finsbury College Hill
(PR adviser to Capital Radio) (PR adviser to GWR)
Tel: + 44 (0)20 7251 3801 Tel: +44 (0)20 7457 2020
Rupert Younger Adrian Duffield
Julius Duncan Matthew Smallwood
CSFB is 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 CSFB or for providing advice in
relation to the Merger, the contents of this announcement or any transaction or
arrangement referred to herein.
UBS and Bridgewell are acting exclusively for GWR and no-one else in connection
with the Merger and will not be responsible to anyone other than GWR for
providing the protections afforded to clients of UBS or Bridgewell or 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, 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 or for
providing advice in relation to the Merger, the contents of this announcement or
any transaction or arrangement referred to herein.
This announcement does not constitute an offer or invitation to acquire or
exchange securities in Capital Radio or GWR. Any such offer or invitation will
only be made in documents to be published in due course and any such acquisition
or exchange should be made solely on the basis of information contained in such
documents.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable legal and regulatory requirements. This announcement has been
prepared for the purposes of complying with English law and the City Code and
the information disclosed may not be the same as that which would have been
disclosed if the announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
Unless otherwise determined by Capital Radio and GWR and permitted by applicable
law and regulation, copies of this announcement and any other documents relating
to the Merger are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in to Australia, Canada or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not distribute or
send them, into or from Australia, Canada or Japan. If the Merger is
implemented by way of an Offer (unless otherwise determined by Capital Radio and
GWR and permitted by applicable law and regulation), the Merger Offer will not
be made, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility of a
national securities exchange of Australia, Canada or Japan, nor will it be made
in or into Australia, Canada or Japan and the Merger Offer will not be capable
of acceptance by any such means, instrumentality or facilities or from within
Australia, Canada or Japan.
Any securities offered in connection with the Merger Offer have not been and
will not be registered under the US Securities Act or under the securities laws
of any state or district of the United States. Neither the SEC nor any US state
securities commission has approved or disapproved of the securities offered in
connection with the Merger Offer, or determined if this document is accurate or
complete. Any representation to the contrary is a criminal offence.
The Merger Offer will be made in the United States pursuant to an exemption from
the US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act
and pursuant to an exemption from the registration requirements of the
Securities Act provided by Rule 802 thereunder. The Merger Offer will not be
made directly or indirectly in any jurisdiction where prohibited by applicable
law.
NOTICE TO GWR SHAREHOLDERS WHO ARE US PERSONS
The Merger Offer will be made for the securities of an English company. The
Merger Offer will be subject to disclosure requirements of a foreign country
that are different from those of the United States. Financial statements
included in the Merger Documentation, if any, will have been prepared in
accordance with non-US accounting standards and may not be comparable to the
financial statements of US companies.
It may be difficult for US persons to enforce their rights and any claim they
may have arising under US federal securities laws, since Capital Radio is
located in a foreign country, and some or all of its officers and directors may
be residents of a foreign country. A US person may not be able to sue a foreign
company or its officers or directors in a foreign court for violations of US
federal securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgment.
In accordance with Rule 14e-5(b) under the US Exchange Act, UBS Investment Bank
will continue to act as an exempt market maker in GWR Shares on the London Stock
Exchange. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and will be available
from the Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Capital Radio or GWR, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of Capital Radio or GWR, is generally required under the provisions
of Rule 8 of the City Code to notify a Regulatory Information Service and the
Panel by no later than 12.00 noon (London time) on the business day following
the date of the transaction of every dealing in such securities during the
period to the date on which the Merger Offer becomes or is declared
unconditional as to acceptance or lapses or is otherwise withdrawn (or, if
applicable, the Scheme becomes effective). Dealings by Capital Radio or GWR or
by their respective "associates" (within the definition set out in the City
Code) in any class of securities of Capital Radio or GWR until the end of such
period must also be disclosed. Please consult your financial adviser
immediately if you believe this Rule may be applicable to you.
FORWARD LOOKING STATEMENTS
The information contained in this announcement is as of 29 September, 2004.
Nothing in this document is intended to be a profit forecast or be interpreted
to mean that earnings per share of the Merged Group for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of Capital Radio and GWR. This announcement contains certain
forward-looking statements, which may be identified by words such as "believe",
"expect", "anticipate", "intend", "plan", "seek", "estimate", "will", "would" or
words of similar meaning and include, but are not limited to, statements about
the expected future business and financial performance of the Merged Group
resulting from and following the completion of the Merger Offer. Such
forward-looking statements inherently involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof. Capital
Radio and GWR disclaim any obligation to update any forward-looking statements
contained herein, except as required pursuant to applicable law.
The estimated annualised pre-tax cost savings have been calculated on the basis of the existing cost and operating
structures of the companies and by reference to current prices and exchange rates and the current regulatory
environment. These statements of estimated annualised pre-tax cost savings and cash costs for achieving them relate to
future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. Because of
this, the estimated annualised pre-tax cost savings referred to may not be achieved, or those achieved could be
materially different from those estimated. These statements should not be interpreted to mean that the earnings per
share in the financial year of the Merger, or in any subsequent period, would necessarily match or be greater than those
for either Capital Radio, GWR, or the Merged Group for the relevant preceding financial period.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA
OR JAPAN
For immediate release 29 September 2004
PROPOSED MERGER OF CAPITAL RADIO AND GWR TO CREATE THE UK'S LEADING COMMERCIAL
RADIO GROUP
INTRODUCTION
The Boards of Capital Radio and GWR announce that they have unanimously agreed
the terms of a recommended merger.
DMGT and the Directors of GWR who hold in aggregate approximately 35.1 per cent.
of GWR's issued share capital have given undertakings to accept the Merger
Offer, which are described in more detail below. DMGT has confirmed that it is
very supportive of the Merger and that it is its current intention that, should
the Merger be implemented, it will remain a shareholder in the Merged Group for
the foreseeable future.
It is intended to implement the Merger by means of a recommended share for share
exchange offer to be made on behalf of Capital Radio, for the whole of the
issued and to be issued share capital of GWR. The Merger Offer will not be made
unless and until the Pre-Conditions (clearance by the Office of Fair Trading,
Competition Commission or, if relevant, the Secretary of State for Trade and
Industry, and confirmation from Ofcom that relevant licences will not be
materially affected) have been satisfied or waived.
Under the terms of the Merger Offer, Capital Radio Shareholders will retain
their shares in Capital Radio and GWR Shareholders will receive:
For every 100 GWR Shares 60.236 New Capital Radio Shares
and so in proportion to any other number of GWR Shares held.
Based on the current issued share capital of the two companies, Capital Radio
Shareholders will hold 52 per cent., and GWR Shareholders will hold 48 per
cent., of the issued share capital of the Merged Group.
The terms of the Merger reflect the recent relative market capitalisations of
the two companies. At the close of business on 17 September 2004, the last
trading day before the announcement that Capital Radio and GWR were in merger
discussions, the market capitalisations of Capital Radio and GWR were #367
million and #344 million respectively. On this basis, the combined market
capitalisation of the Merged Group would have been #711 million.
A proposal to change the name of Capital Radio, conditional upon completion of
the Merger, will be put to Capital Radio Shareholders in due course.
Credit Suisse First Boston is acting as financial adviser to Capital Radio and
Cazenove is acting as corporate broker. UBS and Bridgewell are acting as
financial advisers to GWR, and HSBC is acting as corporate broker.
THE MERGED GROUP
The Merged Group will own one national and 55 local analogue radio stations as
well as 93 digital radio stations. It will also own or have an interest in 28
digital multiplexes (Capital Radio and GWR currently have two shared digital
multiplexes) which includes a controlling shareholding in the UK's only national
commercial digital multiplex, Digital One.
The Merged Group will reach approximately 18 million listeners representing 36
per cent. of the UK commercial radio audience and will benefit from some of the
UK's best known radio brands providing access to a range of complementary
demographics.
Based on the latest published financial results for both companies, the Merged
Group will have combined turnover of #243 million, combined EBITDA of #53
million and combined PBT of #40 million.
Local and regional analogue coverage will include stations in Southern England,
the Midlands, Northern England, Wales and Central Scotland.
REASONS FOR AND BENEFITS OF THE MERGER
The Boards of Capital Radio and GWR have long believed that consolidation of the
UK radio industry would bring benefits for listeners, advertisers and
shareholders. The Communications Act 2003 has signalled a new direction in
Government policy, introducing a liberalised regulatory regime that is better
suited to the rapidly evolving broadcasting industry and has created the basis
for the next stage of media industry development in the UK.
Against this background of regulatory change, the media industry and radio
within it has reached a pivotal point due to the continued development of
digital technologies. There are now more platforms and new product opportunities
for media owners, presenting greater media choice for consumers. As a
consequence, consumers are now more sophisticated and less loyal in their media
choices than they used to be. They also place increasing value on quality brands
with specific relevance to their lifestyle needs.
The Merged Group will be better placed to operate effectively in this dynamic
environment, and to take advantage of opportunities created by new technology
and the Government's vision of a liberalised media industry.
The Merged Group will have greater financial scale and flexibility and will be
operationally more efficient. It will produce significant benefits for
listeners, advertisers and shareholders, as well as accelerating the development
of the UK commercial radio industry.
The Boards of Capital Radio and GWR believe that there is a compelling rationale
for the Merger, which will enable the Merged Group to deliver on its three key
strategic goals:
1. To accelerate the future growth of commercial radio's share of listening, and
the Merged Group's share of this growth
As the UK's leading commercial radio group, the Merged Group will have a greater
opportunity to create and deliver compelling content and therefore build
listener numbers across its analogue and digital platforms.
The Merged Group will be in a stronger position to attract and retain the
industry's best talent and obtain a greater share of music industry content,
such as exclusive interviews, event coverage and new music releases.
Furthermore, there will be more opportunities to innovate and share best
practices across the Merged Group.
Weather, news and traffic, and travel information will all benefit from the
Merger's creation of a larger pool of data for these services to draw on.
Production quality will also be enhanced.
Listeners will benefit from a more consistent quality of presenters across the
country, whilst retaining the benefits and advantages of the locally tailored
style.
There are no plans to centralise programming, production facilities or sales for
local stations and both companies remain committed to preserving the character
of the local networks.
The Merger also significantly advances Capital Radio's and GWR's complementary
strategies in digital radio. The combined scale and expertise of the two groups
will mean the Merged Group is very well placed to further its leading role in
the development of digital radio. The Merged Group will benefit from its 63 per
cent. ownership of Digital One (the only national commercial digital multiplex),
ownership of or an interest in 27 local digital multiplexes, four national
digital stations and 89 broadcasting slots on local digital multiplexes.
Importantly, the Merged Group will be able to compete more effectively with BBC
Radio, which today dominates the UK's radio landscape. Classic FM has already
proven its ability to compete nationally with BBC Radio and over the last five
years both Capital Radio and GWR have launched three national digital-only
stations (Core, Life and Planet Rock (in association with NTL)). The resources
of the Merged Group will provide a greater opportunity to build strong digital
radio brands capable of further challenging BBC Radio, thereby creating more
distinctive choice for listeners.
2. To accelerate the future growth of commercial radio's share of display
advertising, and the Merged Group's share of it
Radio today has a 7.0 per cent. share of the #8.9 billion UK display advertising
market. Between 1992 and 2002 radio advertising growth outpaced that of all
other media, with a compound annual growth rate of 10.6 per cent. to #461
million, compared to a compound annual growth rate of 3.7 per cent. in total UK
display advertising spend.
The Boards of Capital Radio and GWR believe radio will in due course increase
its share of UK display advertising to over 10 per cent. As the UK's leading
commercial radio group, the Merged Group will be ideally positioned to increase
its share of this growing segment.
The Merged Group will provide advertisers with significant reach in the most
demanded demographics, through complementary station and brand portfolios across
analogue and digital radio. It will offer advertisers an enhanced ability to
target listeners by age, region and socio-economic segment. It will also provide
advertisers with access to listeners from a broad range of age groups, with
young listeners catered for by Capital Disney; the 15 to 34 age group with a
range of stations including the Capital FM Network and The Mix Network, and
specialist music services Xfm, Core, The Storm and Choice; the 35 to 44 age
group with the Century FM Network and Planet Rock and strong brands including
Capital Gold and Classic FM.
The Merged Group will offer wider opportunities for group wide sponsorship and
promotions and will be in a position to conduct more qualitative as well as
quantitative research to gain a better understanding of the changing tastes and
interests of listeners, how they interact with radio brands, as well as carrying
out more regular testing of advertising effectiveness. The enhanced
understanding of listeners' tastes, lifestyles and needs that will result from
this research will enable the Merged Group's stations to provide a better
service to their advertisers.
The Boards of Capital Radio and GWR believe that the Merger is not only an
appropriate response to an increasingly consolidating media agency buying
sector, but also better reflects structural changes to agency buying and
planning processes. By offering a unified, well resourced sales house, the
Merged Group will deliver improved customer service.
3. Growing non traditional revenues through the relationship with listeners
Capital Radio and GWR both believe that the relationship with listeners and the
trust they have in their radio brands is at the heart of their business.
The Merger will enable the Merged Group to strengthen its offerings in existing
value added areas, such as concerts, CDs, magazines and merchandising. However,
further opportunities exist for the Merged Group that have been made possible by
new digital platforms. These include music downloads, ringtones, websites,
complementary digital television channels and mobile services. A key feature of
this digital environment will be the range of interactive services that enable
listeners to connect more directly with entertainment content and services.
The increased scale and expertise created by the Merger means the Merged Group
will be well placed to exploit these opportunities and therefore enhance long
term profitability.
KEY FINANCIAL BENEFITS
Shareholders will benefit from the creation of a more efficient group with
estimated annualised pre-tax cost savings of at least #7.5 million, achievable
in the second full year following completion of the Merger.
There will be one-off cash costs of approximately #11 million of achieving these
savings.
The Merger will enable the Merged Group to avoid duplication in its future
digital investments (aggregate digital investment for Capital Radio and GWR was
#10 million in 2003). The Merged Group will have the financial scale and
flexibility to create the infrastructure and content required to attract
listeners and advertisers to its digital stations and benefit from the rewards
of its growing popularity.
The Merged Group will also share in future revenues of the datacasting venture
operated by BT Wholesale, in which GWR is making a capped investment of #2.75
million over eighteen months.
The Merged Group expects to benefit from greater financial scale and flexibility
and to be in a stronger position from which to exploit future analogue and
digital opportunities.
Following completion of the Merger, the Merged Group expects to maintain current
Capital Radio dividend levels, and will seek to grow its dividend cover over
time.
NAME OF THE MERGED GROUP
The name of the Merged Group will be agreed in due course. Accordingly a
proposal to change the name of Capital Radio, conditional upon completion of the
Merger, will be put to Capital Radio Shareholders.
BOARD AND MANAGEMENT
The Board of the Merged Group will be drawn from both companies. The Executive
Directors of the Merged Group will be as follows:
Executive Chairman Ralph Bernard
Chief Executive David Mansfield
Finance Director Wendy Pallot
The Non-Executive Directors will be drawn from the current Boards of both
companies to ensure equal representation overall from Capital Radio and GWR.
Peter Cawdron will be Non-Executive Deputy Chairman and Alastair Ross Goobey
will be Senior Independent Non-Executive Director. DMGT's shareholding in GWR is
equivalent to a 14.3 per cent. interest in the Merged Group under the terms of
the Merger Offer. Accordingly, the Merged Group also intends to invite a
representative of DMGT to become a Non-Executive Director.
DIVIDENDS, YEAR END AND ACCOUNTING
It is currently intended that the Merged Group will have a September accounting
year end and that it will pay an interim dividend in May and a final dividend in
November. Following completion of the Merger, the Merged Group expects to
maintain current Capital Radio dividend levels and will seek to grow its
dividend cover over time.
It is expected that New Capital Radio Shares will rank pari passu for any
dividend declared or paid by the Merged Group after the date on which the Merger
becomes unconditional.
Payments of standalone dividends to be made by Capital Radio and GWR prior to
completion of the Merger are currently intended by each company to be consistent
with past practice.
INFORMATION ON CAPITAL RADIO
Capital Radio is a leading UK commercial radio group. Owning a portfolio of
radio stations in key metropolitan areas, it broadcasts to 85 per cent. of the
UK population and employs 662 people.
Capital Radio's 21 analogue radio stations comprise five core brands: The
Capital FM Network, the Century FM Network, Capital Gold, Xfm and Choice.
Capital Radio has been successful in applying for digital licences across the
country. It now broadcasts from 58 digital radio stations, including Life, the
national digital adult contemporary station, and Capital Disney. Capital Radio
has shareholdings in 14 digital multiplexes.
In the important London market, Capital Radio is the largest commercial radio
group with 3.05 million listeners and has the most listened to station with 95.8
Capital FM.
Summary financial information, as extracted from Capital Radio's audited results
for the year ended 30 September 2003 and its unaudited results for the twelve
months to 31 March 2004, are set out in the table below:
12 months to Year to 30 September 2003
31 March 2004
Group turnover* #117.4 million #115.3 million
EBITDA (incl. associate income)* #27.0 million #27.1 million
Profit before tax* #22.8 million #22.8 million
Underlying Basic earnings per share** 19.3 pence 19.3 pence
Net assets #143.7 million #132.2 million
Net Debt #32.0 million #27.6 million
* Figures exclude goodwill amortisation and exceptional items
** Underlying basic earnings per share excludes the impact of goodwill
amortisation and restructuring costs and their related tax effects
As stated in the full year trading update published today, Capital Radio
anticipates that its radio revenues for the quarter to September 2004 will
increase by 4 per cent. year on year, in line with expectations. In the quarter
to June 2004 revenues increased by 5 per cent. against the same quarter in the
previous year. Consequently, revenue for the six months ending 30 September
2004 will increase 4.5 per cent. against the same period in the prior year.
Accordingly, Capital Radio anticipates that radio revenues will increase 4 per
cent. for the year ending 30 September 2004.
Capital Radio's revenue performance continues to benefit from the company's
portfolio of stations across the UK and it is achieving particularly strong
growth from the Century FM Network, Xfm and the newly acquired Choice FM.
The Board of Capital Radio believes that radio will continue to out-perform the
display advertising market. However, radio advertising remains short term and
the Board is therefore cautious about the out-turn for the October to December
quarter.
INFORMATION ON GWR
GWR is a leading UK commercial radio group broadcasting 35 analogue stations and
35 digital stations which are listened to by 11 million people each week. GWR
generates 95 million listening hours annually, making it the most listened to
radio group in the UK. The company employs 843 people.
On analogue radio, GWR operates Classic FM, the national classical music station
that is listened to by 6.5 million listeners each week. GWR also operates 34
local stations across the UK which are at the heart of their communities and are
listened to by 4.5 million listeners each week.
GWR is also the majority shareholder in Digital One, the only national
commercial digital multiplex. GWR also owns or has an interest in 15 local
digital multiplexes.
GWR broadcasts three national commercial digital stations: Classic FM, Core and
Planet Rock, the latter in association with NTL. GWR also simulcasts 14 of its
local stations on local digital multiplexes which match the corresponding
analogue licences, and broadcasts the digital only service 'The Storm' on 16
local digital multiplexes.
Summary financial information, as extracted from GWR's audited results for the
year ended 31 March 2004 is set out in the table below:
Year to 31 March 2004
Group turnover* #125.6 million
EBITDA (incl. associate income)* #25.6 million
Profit before tax* #16.6 million
Headline earnings per share** 8.0 pence
Net assets #67.7 million
Net Debt*** #54.0 million
*Figures exclude discontinued items, goodwill amortisation and exceptional items
**Figure excludes profit or loss on disposal of tangible fixed assets and
investments, goodwill amortisation and the related tax effects
***After adjusting for sale proceeds from the sale of GWR's 27.8% stake in Radio
Investments Limited
As stated in the pre-close update published on 29 September 2004, for the six
months ending 30 September 2004, like for like total UK revenues for the
six-month period are expected to rise by 3 per cent. year on year. Following
the strong start to the year, GWR has seen a slower than expected second
quarter, particularly during August. As a result, revenue from the analogue
business, which generates 92 per cent. of group revenue, is expected to rise by
2 per cent. year on year in the six-month period.
The Local Radio Group, which generates 73 per cent. of GWR's revenues, forecasts
total like for like revenues to be up by 1 per cent. in the six months to 30
September 2004. This includes a 3 per cent. increase in locally sourced
revenues and unchanged national revenues, the latter against a very strong
period of 18 per cent. growth last year.
Total revenues at Classic FM for the half-year are forecast to be up by 5 per
cent. year on year.
GWR's net digital investment, including its contribution to the datacasting
project with BT Wholesale, is forecast for the year to be around the same level
as last year.
GWR continues to control its costs tightly. Although the outlook for the autumn
is less buoyant than previously indicated by the strong first quarter, the GWR
Board remains confident in GWR's prospects for the year as a whole.
DETAILS OF THE MERGER
The Merger is expected to be implemented by way of an offer by Credit Suisse
First Boston on behalf of Capital Radio for the whole of the issued and to be
issued share capital of GWR. Alternatively, if Capital Radio and GWR so agree,
the Merger will be implemented by means of a Scheme. Under the terms of the
Merger, existing Capital Radio Shareholders will retain their Capital Radio
Shares and GWR Shareholders will receive:
For every 100 GWR Shares 60.236 New Capital Radio Shares
and so in proportion to any other number of GWR Shares held.
The Merger Offer will not be made unless and until the Pre-Conditions have been
satisfied or waived. Such Pre-Conditions are:
(i) clearance having been received from the OFT or the Competition Commission
or, as the case may be, the Secretary of State, in terms reasonably satisfactory
to each of Capital Radio and GWR, and (ii) confirmation form Ofcom, in terms
satisfactory to each of Capital Radio and GWR, that Ofcom will not as a result
of the Merger take any action or refrain from taking any action that it would
otherwise have taken, or require Capital Radio and/or GWR to take any action or
refrain from taking any action, in connection with any licence(s) which would
have a material adverse effect on the Merged Group taken as a whole.
The Merger Offer will also be subject to the satisfaction or waiver of the
Conditions, which includes the approval of the Merger by Capital Radio
Shareholders by way of an ordinary resolution to be proposed at the Capital
Radio Extraordinary General Meeting. A special resolution to change the name of
Capital Radio, on completion of the Merger, will also be proposed at the Capital
Radio Extraordinary General Meeting.
The Merger Offer will extend to all GWR Shares unconditionally allotted or issued and fully paid on the date of the
Merger Offer (excluding any treasury shares except to the extent these cease to be held as treasury shares before such
date as Capital Radio may determine) and any GWR Shares which are unconditionally allotted or issued and fully paid
(including pursuant to the exercise of options under the GWR Share Option Schemes) whilst the Merger Offer remains open
for acceptance or by such earlier date as Capital Radio may, subject to the City Code, decide, not being earlier than
the date on which the Merger Offer becomes unconditional as to acceptances.
The GWR Shares which will be acquired by Capital Radio under the Merger will be fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests of any
nature whatsoever and together with all rights attaching thereto except, in the case of dividends, to those dividends
paid prior to completion of the Merger and save as otherwise may be set out in the Merger Documentation.
No fractions of a New Capital Radio Share will be allotted to GWR Shareholders pursuant to the Merger. The New Capital
Radio Shares representing the aggregate of these fractional entitlements will be sold in the market and the net cash
proceeds will be distributed pro rata to accepting GWR Shareholders entitled thereto, except that individual
entitlements of less than #3.00 will be retained for the benefit of the Merged Group.
Capital Radio and GWR reserve the right, if both so agree, to implement the Merger by way of a scheme of arrangement
under section 425 of the Companies Act. In such event, the Scheme will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the Merger Offer.
The Merger will be effected in accordance with the applicable rules and
regulations of the UK Listing Authority, the London Stock Exchange and the City
Code.
Bank facilities for the Merged Group, conditional upon completion of the Merger,
are expected to be provided by Barclays.
EMPLOYEES
The Boards of Capital Radio and GWR attach great importance to retaining the skills and experience of their respective
management and employees. The management teams of Capital Radio and GWR will be combined in order to obtain the maximum
benefit from their skills and experience.
The Boards of Capital Radio and GWR have confirmed to each other that, following the Merger Offer becoming or being
declared unconditional in all respects, the existing employment rights, including pension rights, of employees of both
the Capital Radio and GWR groups will be fully safeguarded.
EMPLOYEE SHARE OPTION SCHEMES
Capital Radio intends to make appropriate proposals to holders of options in the GWR Share Option Schemes once the
Merger Offer becomes or is declared unconditional in all respects. It is also intended, subject to scheme rules, that
existing unvested options held by the existing management of GWR in the 1995 Executive Share Option Scheme and the 1996
Executive Share Option Scheme will, where possible, be rolled over into equivalent Capital Radio schemes or cancelled
and replaced with appropriate arrangements following completion. The basis and terms of such arrangements are still to
be agreed.
SETTLEMENT, LISTING AND DEALINGS
Applications will be made to the UK Listing Authority for the New Capital Radio Shares to be admitted to the Official
List and to the London Stock Exchange for such shares to be admitted to trading on the London Stock Exchange's market
for listed securities. Capital Radio Shareholders who hold their shares in certificated form will retain their existing
certificates which will remain valid. New certificates in the name of the Merged Group will be issued when transfers to
persons who wish to hold their shares in the Merged Group in certificated form are lodged for registration.
Certificates for the New Capital Radio Shares will be despatched to accepting GWR Shareholders who hold their shares in
certificated form and CREST stock accounts are expected to be credited in respect of those GWR Shareholders who hold
their GWR Shares in uncertificated form:
(a) in the case of acceptances received, complete in all respects, by the date on which the Merger Offer becomes or
is declared unconditional in all respects, by no later than 14 days after such date; or
(b) in the case of acceptances received, complete in all respects, after the Merger Offer becomes or is declared
unconditional in all respects but while it remains open for acceptance, within 14 days of such receipt.
Further details on settlement, listing and dealing will be included in the Merger Documentation.
COMPULSORY ACQUISITION AND DE-LISTING
If, as intended, the Merger is effected by means of the Merger Offer, upon the Merger Offer becoming or being declared
unconditional in all respects, it is the intention of Capital Radio, if sufficient acceptances of the Merger Offer are
received and/or sufficient GWR Shares are otherwise acquired, to apply the provisions of sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily any outstanding GWR Shares to which the Merger Offer relates.
It is also intended that, following the Merger Offer becoming or being declared unconditional in all respects (or, if
applicable, the Scheme becoming effective), and subject to the requirements of the UK Listing Authority and the London
Stock Exchange, Capital Radio shall procure that GWR applies for the cancellation of the listing of the GWR Shares on
the Official List and for the cancellation of trading of GWR Shares on the London Stock Exchange's market for listed
securities. Such cancellation would significantly reduce the liquidity and marketability of any GWR Shares not assented
to the Merger Offer. Such cancellation will take effect no earlier than 20 business days after the Merger Offer becomes
or is declared unconditional.
UNDERTAKINGS TO ACCEPT THE MERGER OFFER OR, IF APPLICABLE, VOTE IN FAVOUR OF THE SCHEME
Shareholders of GWR have given undertakings to accept the Merger Offer or, if applicable, vote in favour of the Scheme,
in respect of a total of 45,898,888 GWR Shares, representing approximately 35.1 per cent. in aggregate of GWR's issued
share capital as at 29September 2004.
These undertakings consist of an undertaking from DMG Investment Holdings Limited, a subsidiary of DMGT, in respect of
39,114,876 GWR Shares (representing 29.88 per cent. of GWR's issued share capital, and undertakings from the Directors
of GWR in respect of their own beneficial holdings of 6,784,012 GWR Shares (representing 5.18 per cent. of GWR's issued
share capital).
The irrevocable undertaking given by DMG Investment Holdings Limited lapses if (i) a third party announces an offer for
GWR and the consideration payable thereunder exceeds by more than 10 per cent. (in the reasonable opinion of UBS and
Bridgewell) the value of the consideration under the Merger Offer and Capital Radio does not announce within 14 days
thereafter a revised offer which values the GWR Shares at or above the value of such other offer; (ii) the Merger
Documentation is not published within one month after the satisfaction or waiver of the Pre-Conditions (or such longer
period as the Panel may allow); (iii) the Merger Offer is not made because (a) the Pre-Conditions have not been
satisfied or waived by 31 December 2005; or (b) the Panel agrees that the Merger does not have to proceed; or (c) any
Condition is not capable of being satisfied; (iv) the Merger Offer lapses or is withdrawn or has not become
unconditional by the date which is three months after the Pre-Conditions are satisfied or waived; (v) either Capital
Radio or GWR (or members of their groups or their representatives) enter into any agreement with or undertaking to
certain regulatory bodies in relation to the Merger which in the opinion of the Board of DMGT acting in good faith in
the interests of DMGT, adversely affects DMGT's interest in or its ability to hold, exercise and enjoy the rights
attached to the New Capital Radio Shares or its trading relationship with the Merged Group or its ability to invest in
the Merged Group, in any such case other than to the extent that the adverse affect, in the opinion of the Board of DMGT
acting in good faith in the interests of DMGT, is not material to DMGT; and (vi) if requested by DMGT, Capital Radio
fails to confirm that it continues to intend and continues to be able to appoint a nominee of DMGT to its Board with
effect from completion of the Merger.
The undertakings given by the Directors will lapse if:(i) the Merger Documentation is not posted within one month of the
date of the satisfaction or waiver of the Pre-Conditions (or such later period as the Panel may allow); or
(ii) the Merger Offer lapses or is withdrawn; or (iii) the Merger Offer is not made because (a) the Pre-Conditions have
not been satisfied or waived by 31 December 2005 (or such later date as Capital Radio and GWR may agree with the Panel);
or (b) the Panel agrees that the Merger does not have to proceed; or (c) any Condition is not capable of being
satisfied.
DISCLOSURE OF INTERESTS IN GWR
Save for the 45,898,888 GWR Shares in respect of which Capital Radio has received irrevocable undertakings to accept the
Merger Offer and, if applicable, vote in favour of the Scheme, neither Capital Radio nor any of the Directors of Capital
Radio nor any other Capital Radio subsidiary, nor, so far as Capital Radio is aware, any person acting in concert with
Capital Radio for the purposes of the Merger, owns, controls or holds any GWR Shares or securities convertible or
exchangeable into, or rights to subscribe for, purchase or hold any options to purchase any GWR Shares or has entered
into any derivative referenced to GWR Shares which remain outstanding. In the interests of confidentiality, Capital
Radio has not made enquiries in this respect of certain parties who may be presumed by the Panel to be acting in concert
with it for the purposes of the Merger.
OVERSEAS SHAREHOLDERS OF GWR
The ability of GWR Shareholders not resident in the UK to participate in the Merger, whether implemented by means of the
Merger Offer or the Scheme, may be affected by the laws of the relevant jurisdiction. Persons who are not resident in
the UK should inform themselves about and observe any applicable requirements.
If the Merger is implemented by means of the Merger Offer, the Merger Offer will not be made directly or indirectly in
or into, and may not be accepted in or from, Canada, Japan or Australia, subject to certain exceptions.
Notwithstanding the foregoing, Capital Radio and GWR retain the right to permit the Merger Offer to be accepted and any
sale of securities pursuant to the Merger Offer to be completed if, in their sole discretion, they are satisfied that
the transaction in question can be undertaken in compliance with applicable law and regulation.
INDUCEMENT FEES
As an inducement to enter into and implement the Merger, pursuant to the Merger
Agreement, each of GWR and Capital Radio (the "paying party") has agreed that it
shall pay the other a fee of #3.4 million if that other terminates the Merger
Agreement because:
(a) the paying party has publicly recommended a Competitive Proposal or
failed to repeat publicly, adversely modified or withdrawn its recommendation of
the Merger (except where that modification or withdrawal is a result of a breach
by the other party of its obligations under the Merger Agreement or a matter of
circumstance relating to the other party exists which causes one or more of the
Conditions not to be satisfied or waived); or
(b) a Competitive Proposal in respect of the paying party becomes or is
declared unconditional in all respects.
In addition, each of GWR and Capital Radio has agreed to pay the other a lesser
inducement fee of #1.7 million if the other has terminated the Merger Agreement
as a result of the paying party having breached certain of its conduct of
business or non-solicitation covenants given in the Merger Agreement.
GENERAL
The Listing Particulars and the other Merger Documentation will be posted to GWR Shareholders, as soon as practicable,
following satisfaction or waiver of the Pre-Conditions.
The Circular, and for information only, the Listing Particulars, and the other Merger Documentation will also be sent to
Capital Radio Shareholders at that time.
RECOMMENDATIONS
The Merger has the unanimous support and recommendation of the Boards of both
Capital Radio and GWR.
The Board of Capital Radio, which has received financial advice from Credit
Suisse First Boston, considers the Merger to be in the best interests of Capital
Radio Shareholders as a whole. In providing its advice, Credit Suisse First
Boston has relied upon the Board of Capital Radio's commercial assessments of
the Merger. Accordingly, the Board of Capital Radio intends unanimously to
recommend that Capital Radio Shareholders vote in favour of the resolutions to
be proposed at the Capital Radio Extraordinary General Meeting as they have
undertaken to do in respect of their own beneficial holdings amounting to
217,897 Capital Radio Shares representing 0.24 per cent. of Capital Radio's
existing issued share capital.
The Board of GWR, which has been so advised by UBS and Bridgewell, considers the
terms of the Merger to be fair and reasonable. In giving their advice to the GWR
Board, UBS and Bridgewell have taken into account the GWR Board's commercial
assessment of the Merger. Accordingly, the GWR Board intends unanimously to
recommend that GWR Shareholders accept the Merger Offer (or, if applicable, vote
in favour of the Scheme) as each of the GWR Directors have undertaken to do in
respect of their own beneficial holdings amounting to 6,784,012 GWR Shares,
representing 5.18 per cent. of GWR's existing issued share capital.
ENQUIRIES
There will be a meeting for analysts at the London Stock Exchange at 9:30am
today.
For further information, please contact:
Capital Radio GWR
Tel: + 44 (0)20 7766 6240 Tel: +44 (0)118 928 4338
David Mansfield Ralph Bernard
Peter Harris Wendy Pallot
Jane Wilson Simon Cooper
Credit Suisse First Boston UBS
(Financial adviser to Capital Radio) (Financial adviser to GWR)
Tel: + 44 (0)20 7888 8888 Tel: +44 (0)20 7567 8000
Gillian Sheldon Adrian Haxby
Stuart Upcraft Simon Warshaw
Anthony Fry Bridgewell
(Special adviser to Capital Radio) (Financial adviser to GWR)
Tel: +44 (0)20 7102 1300 Tel: +44 (0)20 7003 3000
Andrew Tuckey
John Craven
Cazenove HSBC
(Corporate broker to Capital Radio) (Corporate broker to GWR)
Tel: + 44 (0)20 7588 2828 Tel: +44 (0)20 7991 8888
John Paynter Heraclis Economides
David Anderson
Finsbury College Hill
(PR adviser to Capital Radio) (PR adviser to GWR)
Tel: + 44 (0)20 7251 3801 Tel: +44 (0)20 7457 2020
Rupert Younger Adrian Duffield
Julius Duncan Matthew Smallwood
CSFB is 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 CSFB or for providing advice in
relation to the Merger, the contents of this announcement or any transaction or
arrangement referred to herein.
UBS and Bridgewell are acting exclusively for GWR and no-one else in connection
with the Merger and will not be responsible to anyone other than GWR for
providing the protections afforded to clients of UBS or Bridgewell or 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, 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 or for
providing advice in relation to the Merger, the contents of this announcement or
any transaction or arrangement referred to herein.
This announcement does not constitute an offer or invitation to acquire or
exchange securities in Capital Radio or GWR. Any such offer or invitation will
only be made in documents to be published in due course and any such acquisition
or exchange should be made solely on the basis of information contained in such
documents.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable legal and regulatory requirements. This announcement has been
prepared for the purposes of complying with English law and the City Code and
the information disclosed may not be the same as that which would have been
disclosed if the announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
Unless otherwise determined by Capital Radio and GWR and permitted by applicable
law and regulation, copies of this announcement and any other documents relating
to the Merger are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in to Australia, Canada or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not distribute or
send them, into or from Australia, Canada or Japan. If the Merger is
implemented by way of an offer (unless otherwise determined by Capital Radio and
GWR and permitted by applicable law and regulation), the Merger Offer will not
be made, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility of a
national securities exchange of Australia, Canada or Japan, nor will it be made
in or into Australia, Canada or Japan and the Merger Offer will not be capable
of acceptance by any such means, instrumentality or facilities or from within
Australia, Canada or Japan.
Any securities offered in connection with the Merger Offer have not been and
will not be registered under the US Securities Act or under the securities laws
of any state or district of the United States. Neither the SEC nor any US state
securities commission has approved or disapproved of the securities offered in
connection with the Merger Offer, or determined if this document is accurate or
complete. Any representation to the contrary is a criminal offence.
The Merger Offer will be made in the United States pursuant to an exemption from
the US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act
and pursuant to an exemption from the registration requirements of the
Securities Act provided by Rule 802 thereunder. The Merger Offer will not be
made directly or indirectly in any jurisdiction where prohibited by applicable
law.
NOTICE TO GWR SHAREHOLDERS WHO ARE US PERSONS
The Merger Offer will be made for the securities of an English company. The
Merger Offer will be subject to disclosure requirements of a foreign country
that are different from those of the United States. Financial statements
included in the Merger Documentation, if any, will have been prepared in
accordance with non-US accounting standards and may not be comparable to the
financial statements of US companies.
It may be difficult for US persons to enforce their rights and any claim they
may have arising under US federal securities laws, since Capital Radio is
located in a foreign country, and some or all of its officers and directors may
be residents of a foreign country. A US person may not be able to sue a foreign
company or its officers or directors in a foreign court for violations of US
federal securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgment.
In accordance with Rule 14e-5(b) under the US Exchange Act, UBS Investment Bank
will continue to act as an exempt market maker in GWR Shares on the London Stock
Exchange. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and will be available
from the Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Capital Radio or GWR, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of Capital Radio or GWR, is generally required under the provisions
of Rule 8 of the City Code to notify a Regulatory Information Service and the
Panel by no later than 12.00 noon (London time) on the business day following
the date of the transaction of every dealing in such securities during the
period to the date on which the Merger Offer becomes or is declared
unconditional as to acceptance or lapses or is otherwise withdrawn (or, if
applicable, the Scheme becomes effective). Dealings by Capital Radio or GWR or
by their respective "associates" (within the definition set out in the City
Code) in any class of securities of Capital Radio or GWR until the end of such
period must also be disclosed. Please consult your financial adviser
immediately if you believe this Rule may be applicable to you.
FORWARD LOOKING STATEMENTS
The information contained in this announcement is as of 29 September, 2004.
Nothing in this document is intended to be a profit forecast or be interpreted
to mean that earnings per share of the Merged Group for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of Capital Radio and GWR. This announcement contains certain
forward-looking statements, which may be identified by words such as "believe",
"expect", "anticipate", "intend", "plan", "seek", "estimate", "will", "would" or
words of similar meaning and include, but are not limited to, statements about
the expected future business and financial performance of the Merged Group
resulting from and following the completion of the Merger Offer. Such
forward-looking statements inherently involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof. Capital
Radio and GWR disclaim any obligation to update any forward-looking statements
contained herein, except as required pursuant to applicable law.
The estimated annualised pre-tax cost savings have been calculated on the basis of the existing cost and operating
structures of the companies and by reference to current prices and exchange rates and the current regulatory
environment. These statements of estimated annualised pre-tax cost savings and cash costs for achieving them relate to
future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. Because of
this, the estimated annualised pre-tax cost savings referred to may not be achieved, or those achieved could be
materially different from those estimated. These statements should not be interpreted to mean that the earnings per
share in the financial year of the Merger, or in any subsequent period, would necessarily match or be greater than those
for either Capital Radio, GWR, or the Merged Group for the relevant preceding financial period.
APPENDIX I
PART I - PRE-CONDITIONS
1. The making of the Merger Offer or, if Capital Radio and GWR elect to
implement the Merger by means of the Scheme in accordance with paragraph 7 of
Part II of this Appendix I, the proposing of the Scheme, and the posting of the
Merger Documentation, are subject to the following Pre-Conditions being
satisfied or waived:
(a) either:
(i) confirmation having been received
in writing by each of Capital Radio and GWR from the OFT or, as the case may be,
the Secretary of State, in terms reasonably satisfactory to each of Capital
Radio and GWR, that the OFT or, as the case may be, the Secretary of State, does
not intend to refer the Merger or any matters arising therefrom (including but
not limited to any public interest consideration(s)) to the Competition
Commission; or
(ii) following a reference of the Merger
or any matters arising therefrom (including but not limited to any public
interest consideration(s)) to the Competition Commission, confirmation having
been received by each of Capital Radio and GWR from the Competition Commission
or, as the case may be, the Secretary of State that the Merger may proceed
without any undertakings, conditions or orders, or may proceed subject to the
giving of such undertakings by, or the imposition of such conditions or orders
as shall be reasonably satisfactory to each of Capital Radio and GWR; and
(b) confirmation having been received in writing by each of
Capital Radio and GWR from Ofcom, in terms satisfactory to each of Capital Radio
and GWR, that Ofcom will not as a result of the Merger:
(i) vary, suspend, revoke, reduce the
licence period of, or impose a financial penalty pursuant to, any Licence; or
(ii) take any action or refrain from
taking any action that it would otherwise have taken, or require Capital Radio
and/or GWR to take any action or refrain from taking any action, in connection
with any Licence(s),
which would have a material adverse effect on the Merged Group taken as a whole.
Capital Radio and GWR may, acting together, waive any or all of the
Pre-Conditions, in whole or in part, save that if the Merger Agreement is
terminated in accordance with its terms, Capital Radio may waive any or all of
the Pre-Conditions, in whole or in part, without the consent of GWR.
2. The Merger Documentation will be posted (in accordance with the
requirements of the City Code or as otherwise may be agreed with the Panel) if
the Pre-Conditions have been satisfied or waived by no later than the close of
business (London time) on 31 December 2005, or such later date as Capital Radio
and GWR may agree.
3. If the Merger Agreement is terminated in accordance with its terms,
then:
(a) references in paragraph 1 of this Part I of this Appendix I
to "each of Capital Radio and GWR" shall be deemed to be references to "Capital
Radio"; and
(b) the reference in paragraph 2 of this Part I of this Appendix
I to "Capital Radio and GWR may agree" shall be deemed to be a reference to "
Capital Radio elects".
PART II - CONDITIONS
1. The Merger Offer will be subject to the following Conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the first closing date of the Merger Offer (or such
later time(s) and/or date(s) as Capital Radio and GWR may, subject to the rules
of the City Code, decide) in respect of not less than 90 per cent. (or such
lesser percentage as Capital Radio and GWR may decide) in nominal value of the
GWR Shares provided that this Condition will not be satisfied unless Capital
Radio and/or its wholly owned subsidiaries shall have acquired, or agreed to
acquire, whether pursuant to the Merger Offer or otherwise, GWR Shares carrying
in aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of GWR, including for this purpose (except to
the extent otherwise agreed by the Panel) any such voting rights attaching to
any GWR Shares that are unconditionally allotted or issued before the Merger
Offer becomes or is declared unconditional as to acceptances, whether pursuant
to the exercise of any outstanding subscription or conversion rights or
otherwise and for the purposes of this Condition:
(i) GWR Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting
rights which they will carry upon issue;
(ii) valid acceptances shall be deemed
to have been received in respect of GWR Shares which are treated for the
purposes of section 429(8) of the Companies Act as having been acquired or
contracted to be acquired by Capital Radio by virtue of acceptances of the
Merger Offer; and
(iii) as the Merger Offer will be
extended into the United States, the first closing date of the Merger Offer
shall not be earlier than the first date permissible under SEC regulations;
(b) (i) the admission to the Official List of the New Capital
Radio Shares becoming effective in accordance with the Listing Rules or (if
Capital Radio and GWR agree and subject to the consent of the Panel) the UK
Listing Authority agreeing to admit such shares to the Official List ; and
(ii) the admission to trading of the New Capital Radio Shares becoming
effective in accordance with the rules of the London Stock Exchange or (if
Capital Radio and GWR agree and subject to the consent of the Panel) the London
Stock Exchange agreeing to admit such shares to trading;
(c) the passing at an extraordinary general meeting of Capital
Radio (or any adjournment thereof) of such resolution(s) as may be necessary to
approve and implement the Merger (which, for the avoidance of doubt, shall
exclude any special resolution to change the name of Capital Radio);
(d) in the event that Pre-Condition (a) is waived, either:
(i) confirmation having been received
in writing by each of Capital Radio and GWR from the OFT or, as the case may be,
the Secretary of State, in terms reasonably satisfactory to each of Capital
Radio and GWR, that the OFT or, as the case may be, the Secretary of State, does
not intend to refer the Merger or any matters arising therefrom (including but
not limited to any public interest consideration(s)) to the Competition
Commission; or
(ii) following a reference of the Merger or any matters arising therefrom
(including but not limited to any public interest consideration(s)) to the
Competition Commission, confirmation having been received by each of Capital
Radio and GWR from the Competition Commission or, as the case may be, the
Secretary of State that the Merger may proceed without any undertakings,
conditions or orders, or may proceed subject to the giving of such undertakings
by, or the imposition of such conditions or orders as shall be satisfactory to
each of Capital Radio and GWR;
(e) in the event that Pre-Condition (b) is waived, confirmation
having been received in writing by each of Capital Radio and GWR from Ofcom, in
terms satisfactory to each of Capital Radio and GWR, that Ofcom will not as a
result of the Merger:
(i) vary, suspend, revoke, reduce the
licence period of, or impose a financial penalty pursuant to, any Licence; or
(ii) take any action or refrain from
taking any action that it would otherwise have taken, or require Capital Radio
and/or GWR to take any action or refrain from taking any action, in connection
with any Licence(s),
which would have a material adverse effect on the Merged Group taken as a
whole;
(f) no Third Party having intervened (as defined in Appendix
IV below) and there not continuing to be outstanding any statute, regulation,
decision or order of any Third Party in each case which would or might
reasonably be expected (in any case to an extent which is material in the
context of the Merged Group taken as a whole) to:
(i) make the Merger, its
implementation or the proposed acquisition by Capital Radio of any shares or
other securities in GWR void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay
the same or impose additional conditions or obligations with respect to the
Merger or such acquisition, or otherwise impede, challenge or interfere with the
Merger or such acquisition, or require amendment to the terms of the Merger or
such acquisition;
(ii) impose any material limitation or
delay on the ability of any member of the Capital Radio Group or any member of
the GWR Group to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or other
securities in, or to exercise voting or management control over, any member of
the GWR Group or any member of the Capital Radio Group, as the case may be;
(iii) require, prevent or delay the
divestiture (or alter the terms envisaged for any proposed divestiture) by any
member of the Capital Radio Group or, as the case may be, the GWR Group of any
shares or other securities in GWR or, as the case may be, in Capital Radio;
(iv) require, prevent or delay the
divestiture (or alter the terms envisaged for any proposed divestiture) by any
member of the Capital Radio Group or by any member of the GWR Group of all or
any portion of their respective businesses, assets or properties or limit the
ability of any of them to conduct any or all of their respective businesses or
to own or control any of their respective assets or properties or any part
thereof;
(v) except pursuant to Part XIIIA of
the Companies Act, require any member of the Capital Radio Group or of the GWR
Group to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) in any member of either Group owned by any third party;
(vi) limit the ability of any member of
the Capital Radio Group or of the GWR Group to conduct or integrate or co-
ordinate its business, or any part of it, with the businesses or any part of the
businesses of any other member of the Capital Radio Group or of the GWR Group;
(vii) result in any member of the GWR
Group or the Capital Radio Group ceasing to be able to carry on business under
any name under which it presently does so; or
(viii) otherwise adversely affect any or all
of the business, assets, profits, financial or trading position or prospects of
any member of the GWR Group or of the Capital Radio Group,
and all applicable waiting and other time periods during which any such Third
Party could intervene under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(g) all notifications and filings which are necessary or are
reasonably considered appropriate by Capital Radio and GWR (acting jointly)
having been made, all appropriate waiting and other time periods (including any
extensions of such waiting and other time periods thereof) under any applicable
legislation or regulation of any relevant jurisdiction having expired, lapsed or
been terminated (as appropriate) and all statutory or regulatory obligations in
any relevant jurisdiction having been complied with in each case in connection
with the Merger or the acquisition or proposed acquisition by Capital Radio of
any shares or other securities in GWR or the carrying on by any member of the
Capital Radio Group or, as the case may be, the GWR Group of its business;
(h) all Authorisations which are necessary and material or are
reasonably considered necessary or appropriate by Capital Radio and GWR (acting
jointly) in any relevant jurisdiction for or in respect of the Merger or the
acquisition or proposed acquisition by Capital Radio of any shares or other
securities in GWR or the carrying on by any member of the GWR Group or, as the
case may be, the Capital Radio Group of its business having been obtained, in
terms and in a form reasonably satisfactory to each of Capital Radio and GWR,
from all appropriate Third Parties or from any persons or bodies with whom any
member of the GWR Group or, as the case may be, the Capital Radio Group has
entered into contractual arrangements and all such Authorisations remaining in
full force and effect and there being no notice or intimation of any intention
to revoke, suspend, restrict, modify or not to renew any of the same, in each
case where the absence of such Authorisation (or, if applicable, the revocation,
suspension, restriction or modification thereof) would have a material adverse
effect on the Merged Group taken as a whole;
(i) except as publicly announced by GWR or, as the case may
be, by Capital Radio (in each case by the delivery of an announcement to a
Regulatory Information Service) prior to 29 September 2004 or as fairly
disclosed in writing to Capital Radio by or on behalf of GWR or, as the case may
be, to GWR by or on behalf of Capital Radio prior to that date or as agreed
between Capital Radio and GWR, there being no provision of any arrangement,
agreement, licence, permit, franchise or other instrument to which any member of
the GWR Group or, as the case may be, the Capital Radio Group is a party, or by
or to which any such member or any of its assets is or are or may be bound,
entitled or subject or any circumstance, which, in each case as a consequence of
the Merger or the acquisition or proposed acquisition by Capital Radio of any
shares or other securities in GWR, would or might reasonably be expected to
result in, (in any case to an extent which is or would be material in the
context of the GWR Group or, as the case may be, the Capital Radio Group, in
each case taken as a whole):
(i) any monies borrowed by or any
other indebtedness or liabilities (actual or contingent) of, or any grant
available to, any member of the GWR Group or, as the case may be, the Capital
Radio Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of any member
of the GWR Group or, as the case may be, the Capital Radio Group to borrow
monies or incur any indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn;
(ii) the creation or enforcement of any
mortgage, charge or other security interest over the whole or any part of the
business, property, assets or interests of any member of the GWR Group or, as
the case may be, the Capital Radio Group or any such mortgage, charge or other
security interest (wherever created, arising or having arisen) becoming
enforceable;
(iii) any such arrangement, agreement,
licence, permit, franchise or instrument, or the rights, liabilities,
obligations or interests of any member of the GWR Group or, as the case may be,
the Capital Radio Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any onerous obligation or liability arising thereunder;
(iv) any asset or interest of any member
of the GWR Group or, as the case may be, the Capital Radio Group being or
falling to be disposed of or ceasing to be available to any member of the GWR
Group or, as the case may be, the Capital Radio Group or any right arising under
which any such asset or interest could be required to be disposed of or could
cease to be available to any member of the GWR Group or, as the case may be, the
Capital Radio Group, in each case otherwise than in the ordinary course of
business;
(v) any member of the GWR Group or, as
the case may be, the Capital Radio Group ceasing to be able to carry on business
under any name under which it presently does so;
(vi) the creation of material liabilities
(actual or contingent) by any member of the GWR Group or, as the case may be,
the Capital Radio Group; or
(vii) the rights, liabilities, obligations
or interests of any member of the GWR Group or, as the case may be, the Capital
Radio Group under any such arrangement, agreement, licence, permit, franchise or
other instrument or the interests or business of any such person in or with any
other person, firm, company or body (or any arrangement or arrangements relating
to any such interests or business) being terminated, adversely modified or
affected; or
(viii) the financial or trading position or
the prospects or the value of any member of the GWR Group or, as the case may
be, the Capital Radio Group being prejudiced or adversely affected,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of
this Condition (i) in any case to an extent which is or would be material in the
context of the GWR Group or, as the case may be, the Capital Radio Group, in
each case taken as a whole;
(j) since 31 March 2004 (in relation to the GWR Group) and
except as disclosed in GWR's annual report and accounts for the year then ended
or, as the case may be, since 30 September 2003 (in relation to the Capital
Radio Group) and except as disclosed Capital Radio's annual report and accounts
for the year then ended or as otherwise publicly announced by GWR or, as the
case may be, by Capital Radio (in each case, by the delivery of an announcement
to a Regulatory Information Service) prior to 29 September 2004 or as otherwise
fairly disclosed in writing to Capital Radio by or on behalf of GWR or, as the
case may be, to GWR by or on behalf of Capital Radio prior to 29 September 2004
or as agreed between Capital Radio and GWR, no member of the GWR Group or, as
the case may be, the Capital Radio Group having:
(i) issued or agreed to issue, or
authorised the issue of, additional shares of any class, or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities or
transferred or sold any shares out of treasury, other than as between GWR and
wholly-owned subsidiaries of GWR, or as the case may be, between Capital Radio
and wholly-owned subsidiaries of Capital Radio and other than any options
granted as disclosed to Capital Radio, or, as the case may be, GWR prior to 29
September 2004 and any shares issued or shares transferred from treasury upon
the exercise of any options granted under any of the GWR Share Option Schemes
or, as the case may be, the Capital Radio Share Option Schemes;
(ii) purchased or redeemed or repaid any
of its own shares or other securities or reduced or made any other change to any
part of its share capital;
(iii) recommended, declared, paid or made
any bonus, dividend or other distribution whether payable in cash or otherwise
(other than to GWR or a wholly-owned subsidiary of GWR or, as the case may be,
to Capital Radio or a wholly-owned subsidiary of Capital Radio);
(iv) made or authorised any change in its
loan capital;
(v) merged with, demerged or acquired
any body corporate, partnership or business or acquired or disposed of or
transferred, mortgaged, charged or created any security interest over any assets
or any right, title or interest in any assets (including shares in any
undertaking and trade investments) or authorised the same (which in any case is
material in the context of the Merged Group taken as a whole);
(vi) issued or authorised the issue of,
or made any change in or to, any debentures or (except in the ordinary course of
business) incurred or increased any indebtedness or liability (actual or
contingent) which in any case is material in the context of the Merged Group
taken as a whole;
(vii) entered into, varied, or authorised
any agreement, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or
which is or could involve an obligation of such nature or magnitude; or
(B) would restrict the business of any member of the GWR Group or,
as the case may be, the Capital Radio Group; or
(C) is other than in the ordinary course of business,
and which in any case is material in the context of the Merged Group taken as a
whole;
(viii) entered into, implemented, effected
or authorised any merger, demerger, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement in respect of itself or another
member of the GWR Group or, as the case may be, the Capital Radio Group
otherwise than in the ordinary course of business which in any case is material
in the context of the Merged Group taken as a whole;
(ix) entered into or varied the terms of,
any contract, agreement or arrangement with any of the directors or senior
executives of any member of the GWR Group or, as the case may be, the Capital
Radio Group;
(x) taken any corporate action or had
any legal proceedings instituted or threatened against it or petition presented
or order made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any material part
of its assets and revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction which in any case is material
in the context of the Merged Group taken as a whole;
(xi) been unable, or admitted in writing
that it is unable, to pay its debts or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business in any
case with a material adverse effect on the Merged Group taken as a whole;
(xii) waived or compromised any claim which
is material in the context of the Merged Group taken as a whole;
(xiii) made any alteration to its memorandum
or articles of association which is material in the context of the Merger; or
(xiv) made or agreed or consented to:
(A) any material change:
I to the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependents; or
II the benefits which accrue or to the pensions which are payable
thereunder; or
III the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined; or
IV the basis upon which the liabilities (including pensions) or such pension
schemes are funded or made,
in each case, which has an effect that is material in the context of the Merged
Group taken as a whole or
(B) any change to the trustees including the appointment of a trust
corporation;
(xv) proposed, agreed to provide or
modified the terms of any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any person employed
by the GWR Group or, as the case may be, the Capital Radio Group in a manner
which is material in the context of the Merged Group taken as a whole; or
(xvi) entered into any agreement, commitment
or arrangement or passed any resolution or made any offer (which remains open
for acceptance) or proposed or announced any intention with respect to any of
the transactions, matters or events referred to in this Condition REF
_Ref512415435 /r /h /* MERGEFORMAT (j);
(k) since 31 March 2004 (in relation to the GWR Group) and
except as disclosed in GWR's annual report and accounts for the year then ended
or, as the case may be, since 30 September 2004 (in relation to the Capital
Radio Group) and except as disclosed in Capital Radio's annual report and
accounts for the year then ended or as otherwise publicly announced by GWR or,
as the case may be, by Capital Radio (in each case, by the delivery of an
announcement to a Regulatory Information Service) prior to 29 September 2004 or
as otherwise fairly disclosed in writing to Capital Radio by or on behalf of GWR
or, as the case may be, to GWR by or on behalf of Capital Radio prior to 29
September 2004:
(i) there having been no adverse
change or deterioration in the business, assets, financial or trading positions
or profit or prospects of any member of the GWR Group or, as the case may be,
the Capital Radio Group which in any case is material in the context of the GWR
Group or, as the case may be, the Capital Radio Group, in each case taken as a
whole;
(ii) no contingent or other liability of
any member of the GWR Group or, as the case may be, the Capital Radio Group
having arisen or become apparent or increased which in any case is material in
the context of the Merged Group taken as a whole; and
(iii) no litigation, arbitration
proceedings, prosecution or other legal proceedings to which any member of the
GWR Group or, as the case may be, the Capital Radio Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the GWR Group or, as the case may be, the
Capital Radio Group which in any case is material in the context of the Merged
Group taken as a whole; and
(iv) (other than as a result of the Merger) no enquiry or investigation by,
or complaint or reference to, any Third Party having been threatened, announced,
implemented, instituted by or against or remaining outstanding against or in
respect of any member of the GWR Group or, as the case may be, the Capital Radio
Group which in any case is material in the context of the Merged Group taken as
a whole;
(l) Capital Radio not having discovered in relation to the GWR
Group and GWR not having discovered in relation to the Capital Radio Group:
(i) that any financial or business or
other information concerning the GWR Group or, as the case may be, the Capital
Radio Group, disclosed at any time by or on behalf of any member of the GWR
Group or, as the case may be, the Capital Radio Group, whether publicly, to any
member of the Capital Radio Group or, as the case may be, the GWR Group or
otherwise, is misleading or contains any misrepresentation of fact or omits to
state a fact necessary to make any information contained therein not misleading
and which was not subsequently corrected before 29 September 2004 by disclosure
either publicly or otherwise to Capital Radio or, as the case may be, to GWR to
an extent which in any case is material in the context of the GWR Group or, as
the case may be, the Capital Radio Group, in each case taken as a whole; or
(ii) that any member of the GWR Group
or, as the case may be, the Capital Radio Group, is subject to any liability
(actual or contingent) which is not disclosed in the GWR annual report and
accounts for the financial year ended 31 March 2004 or, as the case may be, the
Capital Radio annual report and accounts for the year ended 30 September 2003
and which in any case is material in the context of the GWR Group or, as the
case may be, the Capital Radio Group, in each case taken as a whole; and
(iii) any information which affects the
import of any information disclosed at any time by or on behalf of any member of
the GWR Group or, as the case may be, the Capital Radio Group to an extent which
is material in the context of the Merged Group taken as a whole;
(m) the Merger Agreement not having been terminated by one Party (as
defined therein) in accordance with its terms because of a breach by the other
Party of any of the covenants and obligations to be performed by the other Party
or because of the recommendation by the other Party's Board of a Competitive
Proposal or a failure to repeat, withdrawal or adverse modification of its
recommendation of the Merger Offer.
2. Subject to the requirements of the Panel, Capital Radio and GWR may,
acting together, waive any or all of Conditions (d) to (h) inclusive, in whole
or in part, save that if the Merger Agreement is terminated in accordance with
its terms, Capital Radio may waive any or all of such Conditions, in whole or in
part, without the consent of GWR. Capital Radio reserves the right to waive any
or all of Conditions (i) to (l) (inclusive), in whole or in part, in so far as
they relate to GWR (or, as the case may be, the GWR Group), and Condition (m) in
so far as the Merger Agreement is terminated as a result of a breach of such
agreement by GWR or a recommendation by GWR's Board or a failure to repeat,
withdrawal or adverse modification by GWR's Board of its recommendation as
referred to in such Condition. GWR reserves the right to waive all or any of
Conditions (i) to (l) (inclusive), in whole or in part, insofar as they relate
to Capital Radio (or, as the case may be, the Capital Radio Group) and Condition
(m) insofar as the Merger Agreement is terminated as a result of a breach of
such agreement by Capital Radio or a recommendation by Capital Radio's Board or
a failure to repeat, withdrawal or adverse modification by Capital Radio's Board
of its recommendation as referred to in such Condition. Capital Radio
undertakes to GWR that it shall not invoke any of Conditions (d) to (m)
(inclusive), in whole or in part, except in circumstances where it would be
permitted to do so by the Panel in accordance with note 2 to Rule 13 of the City
Code. GWR undertakes to Capital Radio that it will not invoke any of Conditions
(d) to (m) (inclusive), in whole or in part, except in circumstances where it
would be so permitted if it were the offeror under the Merger for the purposes
of the City Code.
3. Conditions (b) to (m) (inclusive) must be fulfilled, be determined,
by Capital Radio and/or GWR, as the case may be, to be or remain satisfied or
(if capable of waiver) be waived by midnight on the 21st day after the later of
the first closing date of the Offer and the date on which Condition (a) is
fulfilled (or, if applicable, the date on which the Scheme becomes effective)
(or, in each case, such later date as Capital Radio and/or GWR, as the case may
be, may, with the consent of the Panel, decide), failing which the Offer will
lapse or, if applicable, the Scheme will not proceed. Capital Radio and/or GWR,
as the case may be, shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any of
Conditions (b) to (m) (inclusive) by a date earlier than the latest date
specified above for the fulfilment of that Condition.
4. In the event that Pre-Condition (a) and/or Condition (d) is/are
waived, the Offer will lapse, (or, if applicable, the Scheme will not proceed)
(unless otherwise agreed by the Panel) if the Merger is referred to the
Competition Commission before, in the case of the Offer, the later of 3.00 p.m.
(London time) on the first closing date of the Offer and the date when the Offer
becomes or is declared unconditional as to acceptances or, if applicable, in the
case of the Scheme, the date of the GWR Meetings.
5. If the Panel requires Capital Radio to make an offer for GWR Shares
under the provisions of Rule 9 of the City Code, Capital Radio may make such
alterations to the Conditions of the Offer, including to Condition (a), as are
necessary to comply with the provisions of that Rule.
6. If the Offer lapses it will cease to be capable of further
acceptance. GWR Shareholders who have accepted the Offer and Capital Radio
shall then cease to be bound by acceptances delivered on or before the date on
which the Offer lapses. If the Scheme does not become effective, neither GWR
nor GWR Shareholders will be bound by the Scheme.
7. Capital Radio and GWR may elect to implement the Merger by means of a
Scheme. In such event, the Scheme will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which would
apply to the Offer. In particular, Condition (a) will not apply to the Scheme
and the Scheme will be subject to the following further Conditions:
(i)approval of the Scheme by a majority in number, representing 75 per cent. or
more in value of the GWR Shareholders present and voting, either in person or by
proxy, at the Court Meeting, or at any adjournment of such meeting;
(ii) the resolution(s) required to approve and implement the Scheme being duly
passed by the requisite majority at the GWR Extraordinary Meeting, or any
adjournment of such meeting; and
(iii) sanction (with or without modifications, on terms reasonably acceptable to
each of Capital Radio and GWR) of the Scheme and confirmation of the reduction
of capital involved therein by the Court and an office copy of the order of the
Court sanctioning the Scheme and confirming the reduction of capital involved in
the Scheme being delivered for registration to the Registrar of Companies in
England and Wales and being registered by him.
8. If the Merger Agreement is terminated in accordance with its terms,
then:
(a) references in paragraph 1(a) of this Part II of this Appendix I to "
Capital Radio and GWR" shall be deemed to be references to "Capital Radio";
(b) references in paragraph 1(b) of this Part II of this Appendix I to "
Capital Radio and GWR agree" shall be deemed to be references to "Capital Radio
agrees";
(c) references in paragraphs 1(d), (e), and (h) of this Part II of this
Appendix I to "each of Capital Radio and GWR" shall be deemed to be references
to "Capital Radio";
(d) references in paragraphs 1(g) and (h) of this Part II of this
Appendix I to "Capital Radio and GWR (acting jointly)" shall be deemed to be
references to "Capital Radio";
(e) the right of GWR to waive Conditions as set out in paragraph 2 of
this Part II of this Appendix I shall be exercisable by Capital Radio; and
(f) references in paragraph 3 of this Part II of this Appendix I to "by
Capital Radio and/or GWR, as the case may be", shall be deemed to be references
to "Capital Radio".
9 If the Merger is proposed by means of a scheme of arrangement then,
if the Merger Agreement is terminated in accordance with its terms, Capital
Radio reserves the right to implement the Merger by means of an offer. In such
event, the offer will be implemented on the same terms (subject to appropriate
amendments) as the Offer and as may be agreed by the Panel.
PART III CERTAIN FURTHER TERMS OF THE MERGER
1. The GWR Shares which will be acquired by Capital Radio under the
Merger will be fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights and/or
interests of any nature whatsoever and together with all rights attaching
thereto except, in the case of dividends, to those dividends paid prior to
completion of the Merger and save as otherwise may be set out in the Merger
Documentation.
2. The New Capital Radio Shares to be delivered as consideration under
the Merger will be issued fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and other third party rights and/
or interests of any nature whatsoever and will rank pari passu with Capital
Radio Shares in issue at the time the New Capital Radio Shares are delivered
pursuant to the Merger with such rights as attach to such shares as at that
time. The New Capital Radio Shares will be free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other third party
rights and/or interests of any nature whatsoever. Further details of the New
Capital Radio Shares will be set out in the Merger Documentation.
3. The Merger will be on the terms and will be subject, inter alia, to
the Pre-Conditions and Conditions which are set out in Parts I and II of this
Appendix I and those terms which will be set out in the Merger Documentation and
such further terms as may be required to comply with the Listing Rules of the UK
Listing Authority and the provisions of the City Code. The Merger will be
governed by English law.
4. The availability of the Merger to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
APPENDIX II
SOURCES AND BASES OF INFORMATION
Save as otherwise set out in this announcement, the following constitute the
sources and bases of the information and calculations referred to in this
announcement:
1. Financial Information
The financial information relating to Capital Radio has been extracted from its
audited annual accounts for the years to which such information relates and its
unaudited interim statements all of which are prepared in accordance with UK
GAAP.
Profit and loss financial information relating to Capital Radio for the year to
31 March 2004 has been calculated by aggregating the financial information for
the year to 30 September 2003 and the comparable financial information for the
six months to 31 March 2004 and subtracting the comparable financial information
for the six months to 31 March 2003.
Underlying basic earnings per share as it relates to Capital Radio excludes the
impact of goodwill amortisation and restructuring costs and their related tax
effects.
The financial information relating to GWR has been extracted from its audited
annual accounts for the years to which such information relates which are
prepared in accordance with UK GAAP.
Headline earnings per share as it relates to GWR excludes the profit or loss on
disposal of tangible fixed assets and investments and goodwill amortisation and
their related tax effects.
Combined financial information for the Merged Group has been calculated by
simply aggregating Capital Radio's financial information for the year to 31
March 2004, as extracted from its audited annual accounts for the year ending 30
September 2003 and its unaudited interim statements in the way described above,
and GWR's financial information for the year to 31 March 2004, as extracted from
its audited annual accounts of that year. The combined financial information
does not reflect any adjustments arriving from the Merger including one off
costs and amortisation.
The term "EBITDA" as used in this announcement refers to Earnings Before
Interest, Tax, Depreciation and Amortisation and is calculated so as to include
Associate Income.
The term "PBT" as used in this announcement refers to Profit Before Taxation.
2. Estimated annualised pre-tax cost savings
Estimated annualised pre-tax cost savings of at least #7.5 million in the second
full year post completion of the Merger is based on estimates made by the Boards
of Capital Radio and GWR.
3. One-off cash costs of achieving annualised pre-tax cost savings
One-off cash costs of approximately #11 million of achieving the annualised
pre-tax cost savings is based on estimates made by the Boards of Capital Radio
and GWR.
4. Issued share capital of Capital Radio
On 21 September 2004 Capital Radio had 85,425,040 shares in issue based on its
Rule 2.10 announcement of the same day.
5. Market capitalisation of Capital Radio
Capital Radio's market capitalisation of #367 million is calculated on the basis
of a price of 430 pence per Capital Radio share, being the official closing
price on the London Stock Exchange as at close of business on the 17 September
2004, the last trading day before the announcement that GWR and Capital Radio
were in Merger discussions, as derived from Bloomberg, multiplied by the above
number of shares in issue.
6. Issued share capital of GWR
On 20 September 2004 GWR had 130,908,854 shares in issue based on its Rule 2.10
announcement of the same day.
7. Market capitalisation of GWR
GWR's market capitalisation of #344 million is calculated on the basis of a
price of 262.5 pence per GWR share, being the official closing price on the
London Stock Exchange as at close of business on 17 September 2004, the last
trading day before the announcement that GWR and Capital Radio were in Merger
discussions, as derived from Bloomberg, multiplied by the above number of shares
in issue.
8. Combined market capitalisation of the Merged Group
The combined market capitalisation of the Merged Group of #711 million as at 17
September 2004 is calculated by aggregating Capital Radio's and GWR's market
capitalisations of the same day, calculations for which are shown above.
9. Exchange Ratio
The 60.236 new Capital Radio Shares receivable by GWR Shareholders for every 100
GWR shares held is calculated by dividing the number of Capital Radio Shares in
issue by the percentage of the issued share capital of the Merged Group to be
held by Capital Radio Shareholders (52%), multiplying by the percentage of the
issued share capital of the Merged Group to be held by GWR Shareholders (48%),
dividing by the number of GWR shares in issue and multiplying by 100.
10. Merged Group's listener numbers and percentage share of UK commercial
radio listening
Such information is based on the aggregate of Capital Radio and GWR's listener
numbers and percentage share of UK commercial radio listening, sourced from
Radio Joint Audience Research Limited ("Rajar") (Wave 2 2004). There is an
estimated overlap of one million listeners.
11. Statement that the Merged Group will be the 'leading commercial radio
group'
This statement is based on:
(i) the total number of analogue and digital radio licences, sourced
from Ofcom; and
(ii) the total combined audience share of the Merged Group, sourced from
Rajar (Wave 2 2004); and
(iii) the pro-forma turnover of the Merged Group, based on the separate
turnovers of Capital Radio and GWR, sourced from the financial information in
section 1 above.
12. Information on the UK advertising market, including the percentage
share of total display advertising revenue, and the growth of radio display
advertising
Such information is sourced from the Radio Advertising Bureau 2004.
13. Information on Capital Radio's broadcast reach and listener statistics
Such information is sourced from Rajar (Wave 2 2004).
14. Information on GWR's broadcast reach and listener statistics
Such information is sourced from Rajar (Wave 2 2004).
15. Information on Classic FM's broadcast reach and listener statistics
Such information is sourced from Rajar (Wave 2 2004).
16. Merged Group operational statistics
References to the number of radio stations, radio licences and digital
multiplexes that will be held by the Merged Group, or listening hours from which
the Merged Group will benefit, are based on the aggregate number of radio
stations, radio licences and digital multiplexes held by, or (as applicable)
listening hours of, Capital Radio and GWR as at 28 September 2004.
APPENDIX III
SUMMARY OF CERTAIN TERMS OF MERGER AGREEMENT
1. Termination
The Merger Agreement may be terminated if:
(a) Capital Radio and GWR so agree in writing;
(b) the Pre-Conditions have not been satisfied or waived on or
before 31 December 2005 or such later date as Capital Radio and GWR may agree;
(c) the Conditions not have not been satisfied or waived on or
before the date falling three months after the satisfaction or waiver of the
Pre-Conditions or such later date as Capital Radio and GWR may agree;
(d) the Board of the other party publicly recommends a
Competitive Proposal or adversely modifies or withdraws its recommendation to
its shareholders in respect of the Merger;
(e) a Competitive Proposal in respect of the other party becomes
or is declared unconditional in all respects (or, if implemented by means of the
Scheme, becomes effective);
(f) the Merger Offer lapses in accordance with its terms or,
with the consent of the Panel, the Merger Offer is withdrawn or not made;
(g) Capital Radio and GWR elect to implement the Merger by means
of the Scheme and the Scheme is not sanctioned by GWR Shareholders or by the
Court;
(h) the Capital Radio Shareholders do not approve any resolution
at the Capital Radio Extraordinary General Meeting the approval of which is a
Condition; or
(i) there is a breach of the conduct of business or
non-solicitation obligations of Capital Radio or GWR which has not been remedied
within 10 Business Days.
2. Inducement Fees
As an inducement to enter into and implement the Merger, pursuant to the Merger
Agreement, each of GWR and Capital Radio (the "paying party") has agreed that it
shall pay the other a fee of #3.4 million if that other terminates the Merger
Agreement because:
(a) the paying party has publicly recommended a Competitive
Proposal or failed to repeat publicly, adversely modified or withdrawn its
recommendation of the Merger (except where that modification or withdrawal is a
result of a breach by the other party of its obligations under the Merger
Agreement or a matter of circumstance relating to the other party exists which
causes one or more of the Conditions not to be satisfied or waived); or
(b) a Competitive Proposal in respect of the paying party
becomes or is declared unconditional in all respects.
In addition, each of GWR and Capital Radio has agreed to pay the other a lesser
inducement fee of #1.7 million if the other has terminated the Merger Agreement
as a result of the paying party having breached certain conduct of business or
non-solicitation covenants given in the Merger Agreement.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Act" or "Companies Act" Companies Act 1985 (as amended);
"Authorisations" authorisations, orders, grants, recognitions, determinations,
certificates, confirmations, consents, licences, clearances,
provisions and approvals;
"Board" as the context requires, the board of directors of GWR or the
board of directors of Capital Radio and the terms "GWR Board"
and "Capital Radio Board" shall be construed accordingly;
"Bridgewell" Bridgewell Limited;
"business day" any day on which the London Stock Exchange is open for the
transaction of business;
"Canada" Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof;
"Capital Radio" Capital Radio plc (as such company may be renamed in due
course);
"Capital Radio Extraordinary General the extraordinary general meeting of Capital Radio to be
Meeting" convened to consider and, if thought fit, approve, certain
resolutions required to approve the Merger and related matters
(including any adjournment of such meeting);
"Capital Radio Group" Capital Radio and its subsidiaries and subsidiary
undertakings;
"Capital Radio Share Option Schemes" the Capital Radio 1986 Senior Executive Share Option Scheme,
Capital Radio Savings Related Share Option Scheme, Capital
Radio 1998 Share Option Scheme, Capital Radio Presenters Share
Option Scheme and the Capital Radio Long Term Incentive Plan;
"Capital Radio Shareholders" holders of Capital Radio Shares;
"Capital Radio Shares" ordinary shares of 2.5 pence each in the capital of Capital
Radio;
"CAT" Competition Appeal Tribunal;
"Cazenove" Cazenove & Co. Limited;
"certificated" or in "certificated form" a share or other security which is not in uncertificated form
(that is not in CREST);
"Circular" the circular to be sent by Capital Radio to Capital Radio
Shareholders, once the Pre-Conditions have been satisfied or
waived, convening the Capital Radio Extraordinary Meeting;
"City Code" the City Code on Takeovers and Mergers and the Rules Governing
Substantial Acquisitions of Shares;
"Closing Prices" the closing middle market quotations of a Capital Radio Share
and a GWR Share as derived from the Daily Official List or the
London Stock Exchange's website;
"Competition Commission" the independent public body established by the Competition Act
1998;
"Competitive Proposal" any takeover offer or merger transaction, however effected,
involving the acquisition of control (as defined in the City
Code) of GWR or Capital Radio (other than the Merger);
"Conditions" the conditions to the Merger Offer set out in Part II of
Appendix I;
"Court" the High Court of Justice of England and Wales;
"Credit Suisse First Boston" or "CSFB" Credit Suisse First Boston (Europe) Limited;
"CREST" the relevant system (as defined in the Regulations) in respect
of which CRESTCo is the Operator (as defined in the
Regulations);
"CRESTCo" CRESTCo Limited;
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Directors of Capital Radio" or "Capital the directors of Capital Radio;
Radio Directors"
"Directors of GWR" or "GWR Directors" the directors of GWR (excluding, for the avoidance of doubt,
Mr. Roger Lewis who resigned from the Board of GWR with effect
from 28 September 2004 and who did not participate in the
formulation of the advice to shareholders and who will not
accept any responsibility for the Merger Documentation);
"DMGT" Daily Mail and General Trust Plc
"GWR" GWR Group plc;
"GWR Court Meeting" the meeting or meetings of GWR Shareholders (or the relevant
class or classes thereof) as may be convened (should the
Merger be implemented by means of the Scheme) pursuant to an
order of the Court under section 425 of the Companies Act to
consider and, if thought fit, approve the Scheme (with or
without amendment) (including any adjournment of such
meeting);
"GWR Extraordinary General Meeting" the extraordinary general meeting of GWR as may be convened
(should the Merger be implemented by means of the Scheme) to
consider and, if thought fit, approve certain resolutions that
would be required to approve and implement the Scheme
(including any adjournment of such meeting);
"GWR Group" GWR and its subsidiaries and subsidiary undertakings;
"GWR Meetings" the GWR Extraordinary General Meeting and the GWR Court
Meeting;
"GWR Share Option Schemes" 1995 Executive Share Option Scheme, 1996 Executive Share
Option Scheme and 1995 Savings Related Share Option Scheme and
the 2004 SAYE Share Option Scheme;
"GWR Shareholders" holders of GWR Shares;
"GWR Shares" includes:
(i) the existing unconditionally allotted or issued
and fully paid ordinary shares of 5 pence each in the capital
of GWR; and
(ii) any further ordinary shares of 5 pence each in
the capital of GWR which are unconditionally allotted or
issued and fully paid before the Merger Offer closes or before
such earlier date as Capital Radio (subject to the City Code)
may determine not being earlier than the date on which the
Merger Offer becomes or is declared unconditionally as to
acceptances,
but excludes any shares held as treasury shares on such date
as Capital Radio may determine before the Merger Offer closes
(which may be a different date to the date referred to in
(ii)).
"HSBC" HSBC Bank plc;
"Japan" Japan, its cities, prefectures, territories and possessions;
"Licence" any licence issued by Ofcom under the Broadcasting Acts 1990
and/or 1996 and/or the Communications Act 2003 currently held
directly or indirectly by Capital Radio or GWR;
"Listing Particulars" the listing particulars to be published, once the
Pre-Conditions have been satisfied or waived, in connection
with the issue of the New Capital Radio Shares;
"Listing Rules" the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under
the Financial Services and Markets Act 2000, and contained in
the UK Listing Authority's publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"Merged Company" the holding company of the Merged Group, which will be Capital
Radio or, if the special resolution to change the name of
Capital Radio (which is to be proposed at the Capital Radio
Extraordinary General Meeting) is passed by Capital Radio
Shareholders at such meeting, the same company but with a
different name, as approved by Capital Radio Shareholders;
"Merged Group" the new group created pursuant to the combination of the
Capital Radio Group and the GWR Group, to be implemented by
means of the Merger Offer, or should Capital Radio and GWR so
elect, the Scheme or, as the context may require, the Merged
Company;
"Merger" the proposed merger of Capital Radio and GWR to be implemented
by means of the Merger Offeror the Scheme;
"Merger Agreement" the agreement entered into by Capital Radio and GWR
immediately prior to the release of this announcement setting
out the terms of the Merger , certain key provisions of which
are set out in Appendix III;
"Merger Document" the Offer Document (together with the Forms of Acceptance), or
should the Merger be implemented by means of the Scheme, the
Scheme Document (together with the relevant forms of proxy to
accompany such document), to be posted to GWR Shareholders
following the satisfaction or waiver of the Pre-Conditions;
"Merger Documentation" the Merger Document, the Listing Particulars, the Circular and
any other related or ancillary document;
"Merger Offer" the proposed recommended offer to be made by CSFB on behalf of
Capital Radio, once the Pre-Conditions have been satisfied or
waived, to acquire all of the GWR Shares on the terms and
subject to the Conditions set out in this announcement and to
be set out in the Offer Document (including, where the context
so requires, any subsequent revision, variation, extension, or
renewal of such Merger Offer);
"New Capital Radio Shares" means the new Capital Radio shares , to be issued to GWR
Shareholders credited as fully paid pursuant to the Merger;
"Ofcom" the Office of Communications;
"Offer Document" the document to be sent to GWR Shareholders once the
Pre-Conditions have been satisfied or waived which will
contain, inter alia, the terms and conditions of the Merger
Offer;
"Official List" the Official List of the UK Listing Authority;
"OFT" the Office of Fair Trading;
"Overseas Shareholders" GWR Shareholders (or nominees of, or custodians or trustees
for GWR Shareholders) not resident in or citizens of the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Pre-Conditions" the pre-conditions to the making of the Merger Offer or, if
the Merger is implemented by means of the Scheme, the
proposing of the Scheme, and the posting of the Merger
Documentation, set out in Part I of Appendix I;
"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755);
"Regulatory Information Service" any of the services set out in schedule 12 to the Listing
Rules;
"Scheme" should Capital Radio and GWR elect to implement the Merger by
means of the Scheme, the proposed acquisition of the GWR
Shares by means of a scheme of arrangement under section 425
of the Companies Act, once the Pre-Conditions have been
satisfied or waived, on the terms and subject to the
conditions set out in this announcement and to be set out in
the Scheme Document;
"Scheme Document" the document which, should the Merger be implemented by means
of the Scheme, would be sent to GWR Shareholders once the
Pre-Conditions have been satisfied or waived which would
contain, inter alia, the terms and conditions of the Scheme
and the notices convening the GWR Meetings;
"SEC" United States Securities and Exchange Commission;
"Secretary of State" the Secretary of State of the Department of Trade and
Industry;
"Third Party" any central bank, government, government department or
governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any
national anti-trust or merger control authority), court,
agency (including any trade agency), association, institution
or professional or environmental body or any other person or
body whatsoever in any jurisdiction;
a Third Party shall be regarded as having "intervened" if it
has decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference
or made, proposed or enacted any statute, regulation, decision
or order or taken any measures or other steps or required any
action to be taken or information to be provided or otherwise
having done anything and "intervene" shall be construed
accordingly;
"treasury shares" any GWR Shares held by GWR as treasury shares;
"UBS" UBS Investment Limited;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK Listing Authority" or "UKLA" the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000;
"uncertificated" or in "uncertificated a GWR Share which is for the time being recorded on the
form" relevant register of the share or security concerned as being
held in uncertificated form in CREST, and title to which, by
virtue of the Regulations, may be transferred by means of
CREST;
"United States of America or United States the United States of America, its territories and possessions,
" or "US" any state of the United States and the District of Columbia;
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended;
"US Securities Act" the United States Securities Act of 1933 (as amended);
All references to legislation in this document are to English legislation unless
the contrary is indicated. Any reference to any provision of any legislation
shall include any amendment, modification, re-enactment or extension thereof.
Unless otherwise stated, all references in this document to a time of day are to
London time.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this document, subsidiary, subsidiary undertaking and parent
undertaking have the respective meanings given to them by the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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