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This announcement is not for release, publication or distribution directly or indirectly, in whole or in part, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

19 October 2015

UTV Media plc
(“UTV” or the “Group”)

Proposed Sale of UTV Television for £100 million

On 24 August 2015, UTV Media plc (LSE symbol: UTV), the provider of media, television, news and radio broadcasting services, confirmed that it was in discussions regarding a potential sale of its television assets.  UTV today announces that it has entered into a conditional agreement to sell the entire issued share capital of UTV Limited and its wholly owned subsidiary UTV Ireland Limited, which together comprise the whole of the television business of the Group (“UTV Television”) to ITV Broadcasting Limited (“ITV”) for a cash consideration of £100 million on a cash-free-debt-free basis, subject to an agreed target working capital amount remaining in UTV Television at completion of the sale (the “Sale”).  The consideration paid at completion of the Sale (“Completion”) will be subject to certain adjustments based on actual cash, debt and working capital of UTV Television at Completion as determined through a completion accounts process.  As part of the Sale, the UTV defined benefit pension scheme (the “UTV Pension Scheme”) will remain with UTV Limited and therefore UTV and its subsidiary undertakings following Completion (the “Continuing Group”) will cease to have liability to fund the UTV Pension Scheme from Completion.

Highlights:

• Consideration of £100 million in cash recognises the value inherent in the UTV Television business. Net proceeds after estimated tax, fees and expenses are approximately £98 million.

• UTV Television consists of UTV Northern Ireland and the recently launched UTV Ireland.

• For the year ended 31 December 2014, UTV Television had revenues of £34.7 million out of total revenues of the Group of £116.0 million, profit before tax and finance costs of £5.5 million out of total profit before tax and finance costs of the Group of £19.7 million (taking into account an allocation of the central costs of the Group) and gross assets of £93.2 million as at 31 December 2014 out of total gross assets of the Group of £231.0 million.

• For the six month period ending 30 June 2015, UTV Television had revenues of £21.6 million out of total revenues of the Group of £58.3 million, losses before tax and finance costs of £3.9 million out of total profit before tax and finance costs of the Group of £2.7 million (taking into account an allocation of the central costs of the Group) and gross assets of £96.9 million as at 30 June 2015 out of total gross assets of the Group of £222.5 million.

• As part of the Sale, the UTV Pension Scheme will remain with UTV Limited and therefore the Continuing Group will cease to have liability to fund the UTV Pension Scheme from Completion.As at 30 June 2015, the UTV Pension Scheme had an IAS19 deficit of £3.2m and, based upon the scheme's actuarial update, a deficit on a technical provisions basis of £9.6 million.

• The Sale will accelerate the delivery of value to shareholders of UTV (“Shareholders”). The Group’s existing bank facilities will be repaid in full and following Completion, the Continuing Group’s borrowings under the proposed new facilities will be kept to a net debt to EBITDA ratio of less than two, which the directors of UTV (the “Board“) considers to be an appropriate level for a business of the size of the Continuing Group. The Board proposes to return such amount of the net cash proceeds to Shareholders as it considers appropriate at the relevant time, taking account of the expected net proceeds from the Sale together with the forecast operating cash flow of the Continuing Group, including associated working capital and capital expenditure requirements.  Further details of the amount, method and timing of the return of cash will be set out in a circular (the “Circular“) which is expected to be posted to Shareholders as soon as reasonably practical.

• The Sale will enable the Continuing Group to focus on opportunities within radio and online.

• The Sale constitutes a Class 1 transaction for UTV under the listing rules of the Financial Conduct Authority (the “Listing Rules”) and is therefore conditional upon the approval of Shareholders. The Sale is also conditional upon obtaining the necessary regulatory approvals in the Republic of Ireland.

• In connection with the Sale and conditional upon Completion and the approval of Shareholders, the Continuing Group has agreed to cease using the “UTV“ name with effect from Completion. A resolution to change UTV's name to a new name not containing the word “UTV“ will be proposed at a general meeting of Shareholders to be convened in due course prior to Completion.

  Commenting on the Sale, Richard Huntingford, Chairman of UTV said:

  “The last few years have seen increasing consolidation in the global television sector, creating media companies that span content, broadcast and platform ownership. Having successfully extended the reach of our television business with the launch of UTV Ireland, I believe that Shareholder value can be maximised through our television interests becoming part of ITV’s global broadcast and content business.

  “I believe that the price reflects the inherent value within the UTV Television business. ITV will be a good owner of the business and, with its scale and reach, will be able to accelerate the future growth of the business. I want to thank all the UTV Television staff for their outstanding service to UTV over many years, and I wish them every success in the future.

  “As the UTV Pension Scheme will remain with UTV Limited, this removes any future funding liability from the Continuing Group, and our Shareholders will benefit from a significant return of cash.  We plan to continue to pursue our successful strategy in our radio businesses.”

  Enquiries:

  UTV Media plc
  Orla McKibbin,  Director of Communications
  Tel: +44 (0) 28 9026 2188

  Numis Securities Limited (Joint Financial Adviser, Joint Broker and Sponsor)
  Nick Westlake
  Lorna Tilbian
  Chris Wilkinson
  Paul Gillam
  Tel: + 44 (0) 20 7260 1000

  Goodbody Stockbrokers (Joint Financial Adviser and Joint Broker)
  Kevin Keating
  John Flynn
  Siobhan Wall
  Tel: +353 (0) 1 641 0600

  This announcement has been issued by, and is the sole responsibility of, UTV Media plc.

  Cautionary Statement

  Numis Securities Limited (“Numis”) which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for UTV Media plc and no one else in connection with the Sale and will not be responsible to anyone other than UTV Media plc (whether or not a recipient of this document) for providing the protections afforded to its clients or for giving advice in connection with the Sale, the contents of this document or any of the transactions, arrangements or other matters referred to or contained in this document.

  Goodbody Stockbrokers (“Goodbody”) which is authorised and regulated in the Republic of Ireland by the Central Bank of Ireland, is acting exclusively for UTV Media plc and no one else in connection with the Sale and will not be responsible to anyone other than UTV Media plc (whether or not a recipient of this document) for providing the protections afforded to its clients or for giving advice in connection with the Sale, the contents of this document or any of the transactions, arrangements or other matters referred to or contained in this document.