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UTV Media PLC

19 October 2015

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.

UTV Media plc

("UTV" or the "Group")

Proposed Sale of UTV Television for GBP100 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 GBP100 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 GBP100 million in cash recognises the value inherent in the UTV Television business. Net proceeds after estimated tax, fees and expenses are approximately GBP98 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 GBP34.7 million out of total revenues of the Group of GBP116.0 million, profit before tax and finance costs of GBP5.5 million out of total profit before tax and finance costs of the Group of GBP19.7 million (taking into account an allocation of the central costs of the Group) and gross assets of GBP93.2 million as at 31 December 2014 out of total gross assets of the Group of GBP231.0 million.

-- For the six month period ending 30 June 2015, UTV Television had revenues of GBP21.6 million out of total revenues of the Group of GBP58.3 million, losses before tax and finance costs of GBP3.9 million out of total profit before tax and finance costs of the Group of GBP2.7 million (taking into account an allocation of the central costs of the Group) and gross assets of GBP96.9 million as at 30 June 2015 out of total gross assets of the Group of GBP222.5 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 GBP3.2m and, based upon the scheme's actuarial update, a deficit on a technical provisions basis of GBP9.6 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.

Proposed Sale of UTV Television for GBP100 million

   1.      Introduction 

UTV today announces that it has entered into a conditional agreement to sell UTV Television to ITV for a cash consideration of GBP100 million on a cash-free-debt-free basis, subject to an agreed target working capital amount remaining in UTV Television at Completion. The consideration paid at 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 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.

Due to its size, the Sale constitutes a Class 1 transaction for UTV under the Listing Rules and accordingly requires the approval of Shareholders. The Circular containing further information on the disposal of UTV Television as well as a notice convening a general meeting to approve the Sale (the "Sale Resolution") will be sent to Shareholders as soon as reasonably practicable.

   2.      Background to and reasons for the Sale 

Over the past two decades, the Group has diversified through investment in other areas of the media sector and now, in addition to its core television activity, owns successful radio and digital media businesses in the UK and Ireland. Recently, the Group extended its television business into the Republic of Ireland with the launch of a new channel, UTV Ireland, on 1st January 2015.

As the Group has pursued its diversification strategy, the UK independent television sector has consolidated, with 12 of the original 15 regional broadcasters now under ITV's ownership. Whilst retaining its independence, the Group's television operations, over the years, have become increasingly entwined with ITV, culminating in the long-term television network agreement signed with ITV in March 2012. The Group's relationship with ITV was extended further in November 2013 through a 10 year programme supply agreement for its UTV Ireland channel.

(MORE TO FOLLOW) Dow Jones Newswires

October 19, 2015 03:09 ET (07:09 GMT)

UTV's businesses operate in dynamic and competitive markets that continue to experience significant change. The Board has consistently monitored the performance of these businesses with a view to ensuring that maximum value is derived from them and delivered to Shareholders. Increasing consolidation has been a feature of the television sector, creating media companies that span content, broadcast and platform ownership.

The launch of UTV Ireland, with licensing and programming agreements similar to its sister channel in Northern Ireland, has created a television business which the Board considers to be attractive and which broadcasts across the island of Ireland. In assessing the value of that business for Shareholders, the Board is mindful of the further investments required to bring UTV Ireland to profitability and believes that the offer from ITV unlocks that value while reducing risk and enabling the Continuing Group to focus on opportunities within radio and online.

   3.      Information on UTV Television 

The UTV Television business operates UTV, the Channel 3 public service broadcast licence for Northern Ireland and UTV Ireland, a recently launched dedicated television channel for the Republic of Ireland which launched on 1 January 2015.

Based in Belfast, UTV is the most watched channel in Northern Ireland delivering high quality popular home produced programmes backed up by the best of the ITV network. UTV first went on air in 1959 as part of the ITV network and has held the Channel 3 public service broadcasting licence ever since. UTV was also the first commercial television operator on the island of Ireland.

Based in Dublin, UTV Ireland went on-air on 1 January 2015 utilising the existing UTV approach of combining high quality news, current affairs, entertainment and drama.

The digital media businesses Simply Zesty and Tibus will not form part of the Sale and will remain part of the Continuing Group.

   4.      Financial Information on UTV Television 

For the year ended 31 December 2014, UTV Television had revenues of GBP34.7 million out of total revenues of the Group of GBP116.0 million, profit before tax and finance costs of GBP5.5 million out of total profit before tax and finance costs of the Group of GBP19.7 million (taking into account an allocation of the central costs of the Group) and gross assets of GBP93.2 million as at 31 December 2014 out of total gross assets of the Group of GBP231.0 million.

For the six month period ending 30 June 2015, UTV Television had revenues of GBP21.6 million out of total revenues of the Group of GBP58.3 million, losses before tax and finance costs of GBP3.9 million out of total profit before tax and finance costs of the Group of GBP2.7 million (taking into account an allocation of the central costs of the Group) and gross assets of GBP96.9 million as at 30 June 2015 out of total gross assets of the Group of GBP222.5 million.

Further financial information on UTV Television will be set out in the Circular.

   5.      Financial effects of the Sale and use of proceeds 

The Group is expected to receive net cash proceeds (after deductions of transaction taxes, fees and other transactional costs of approximately GBP2 million) of approximately GBP98 million from the Sale. The Board will consider the application of these proceeds following Completion, but it is anticipated that they will be used as follows:

-- 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, the Board proposes to return such amount of the net cash proceeds to Shareholders as it considers appropriate at the relevant time. Further details of the amount, method and timing of the cash return will be set out in the Circular which is expected to be posted to Shareholders as soon as reasonably practicable;

-- 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 Board considers to be an appropriate level for a business of the size of the Continuing Group; and

-- The remainder of the cash proceeds will be used to fund future investments consistent with UTV's strategy and for general working capital purposes.

   6.      Principal terms of the Sale 

Under the terms of the Sale Agreement, UTV has agreed to sell UTV Television to ITV for a cash consideration of GBP100 million on a cash-free-debt-free basis, subject to an agreed target working capital amount remaining in UTV Television at Completion. The consideration paid at 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 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 GBP3.2m and, based upon the scheme's actuarial update, a deficit on a technical provisions basis of GBP9.6 million.

Completion is subject to the satisfaction of the following conditions: (i) the passing of the Sale Resolution and (ii) receipt of the necessary regulatory approvals in the Republic of Ireland.

A break fee of GBP1.0 million will be payable by UTV to ITV if the Sale Agreement is terminated because Shareholders fail to pass the Sale Resolution by 31 December 2015.

In connection with the Sale, 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.

UTV has agreed to pay GBP10 million into a retention account to cover warranty and tax indemnity claims if, within 7 years of Completion, UTV disposes of the talkSPORT radio station. This obligation will not apply on a sale of UTV itself.

A further summary of the principal terms and conditions of the Sale will be set out in the Circular.

Information on the Continuing Group and future strategy

The Continuing Group will be closely focussed on radio. In Great Britain, UTV's radio assets consist of talkSPORT and 12 local radio stations, of which the majority are based in the north west of England. As previously noted, a strategic review of those local stations is being carried out with the sale of one station, Juice FM in Liverpool, having completed on 8 October 2015.

UTV's national radio station, talkSPORT, is part of a consortium with Arqiva and Bauer Media, which won the licence to operate the second national radio multiplex, D2. As part of the new services on that multiplex, talkSPORT will be launching three new national radio stations, talkRADIO, talkSPORT 2, and, under a 12 year licence agreement between Virgin Group and UTV, Virgin Radio. The successful launch of these three new digital stations will be a strategic priority for the Continuing Group.

Another strategic priority will be the development of talkSPORT International which currently provides football commentary in six languages in 52 territories around the world. talkSPORT International will seek to further monetise its Premier League worldwide audio rights by expanding its geographic footprint, by broadening its broadcaster base and by creating attractive packages for sponsors and advertisers.

TalkSPORT has grown its audience in the UK by more than 50 per cent since it was acquired by UTV in June 2005 to reach approximately three million listeners every week. Those listeners are mostly male and have demographic characteristics which are considered to be attractive to advertisers. As a result, talkSPORT has been able to outperform the market in terms of revenue growth. Maintaining talkSPORT's strong audience performance will be a primary objective for the Continuing Group, as well as seeking opportunities to leverage the strength of the talkSPORT brand.

In Ireland, UTV is the largest local radio operator with seven stations broadcasting from Belfast, Dublin, Cork, Limerick and Drogheda and a national advertising sales house based in Dublin. The Group's radio stations command strong positions in the key urban areas in which they operate. As well as providing local advertisers with effective marketing solutions, its audiences are combined as an "Urban Access" package to give a national footprint which the Board considers to be attractive to national advertisers. A key focus for the Continuing Group is to continue to be a radio leader in each area in which it operates through investment in high quality programming and marketing.

UTV's strong audience delivery mitigated the worst effects of the deep advertising recession which Ireland experienced over the past few years. Macro conditions have continued to improve and the Board believes that UTV Radio Ireland is well positioned to take advantage of the ongoing economic recovery which should see commensurate growth in the Irish advertising sector.

The Board expects that the Sale will lead to a simplification of the Continuing Group's financial reporting and central administration processes, and as such expects to be able to make cost savings in these areas over time.

Change of name

Under the terms of the Sale Agreement, the Continuing Group has agreed to cease using the "UTV" name with effect from Completion. It is therefore necessary for UTV to adopt a new corporate name from Completion. Accordingly, 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.

   7.      Expected timetable to Completion 

(MORE TO FOLLOW) Dow Jones Newswires

October 19, 2015 03:09 ET (07:09 GMT)