6th Jun 2005 07:00
Ulster Television PLC06 June 2005 6 June 2005 Ulster Television plc Recommended offer for The Wireless Group plc Offer declared unconditional as to acceptances UTV is pleased to announce that by 3.00 p.m. on 3 June 2005, the First ClosingDate of the Offer, valid acceptances of the Offer had been received in respectof a total of 77,332,645 Wireless Shares, representing approximately 92.6 percent. of the existing issued ordinary share capital of Wireless and accordinglythat the Offer is now unconditional as to acceptances. The Offer will remainopen until further notice. As described in the Offer Document, UTV confirms that it will close the PartialShare Alternative and the Additional Share Facility on 17 June 2005. As at 3.00 p.m. on 3 June 2005, valid elections for the basic Offer had beenreceived in respect of, in aggregate 75,993,953 Wireless Shares, representingapproximately 91 per cent. of the issued ordinary share capital of Wireless.Valid elections for the Partial Share Alternative and the Additional ShareFacility had been received in respect of, in aggregate 1,338,692 WirelessShares, representing approximately 1.63 per cent. of the issued ordinary sharecapital of Wireless. Prior to making the Offer, UTV received irrevocable undertakings to accept theOffer from certain Wireless Shareholders in respect of a total of 42,806,987Wireless Shares representing approximately 51.2 per cent. of the existing issuedordinary share capital of Wireless. As at 3.00 p.m. on 3 June 2005, validacceptances had been received pursuant to these undertakings in respect of all42,806,987 Wireless Shares. Neither UTV nor any person deemed to be acting in concert with UTV for thepurpose of the Offer owned or controlled any Wireless Shares, or any rights oversuch Wireless Shares, immediately prior to 14 February 2005, being thecommencement of the Offer Period. Neither UTV nor, so far as UTV is aware, anyperson deemed to be acting in concert with UTV for the purpose of the Offer hasacquired or agreed to acquire any Wireless Shares (or rights over WirelessShares) since the commencement of the Offer Period. The Offer remains conditional upon (i) the passing at an extraordinary generalmeeting of UTV to be held later today of certain resolutions required to approvethe implementation of the Offer; and (ii) the Irish Minister for Enterprise,Trade and Employment not having directed the Irish Competition Authoritypursuant to section 23(2) of the Irish Competition Act 2002 to carry out aninvestigation of the Offer under section 22 of the Irish Competition Act 2002prior to 12 June 2005. Enquiries: Jag Mundi, Head of Corporate FinanceChris Wilkinson, Director, Corporate BrokingNumis Securities Limited Tel: 020 7776 1500(Financial Adviser to UTV) Richard Campbell-Breeden, Managing DirectorRobert Sorrell, Executive DirectorGoldman Sachs International Tel: 020 7774 1000(Financial Adviser to Wireless) Terms defined in the Offer Document shall have the same meaning in thisannouncement. The Offer is not being made, directly or indirectly, and this announcementshould not be sent, in or into or from the United States, Canada, Australia orJapan or by use of the mails or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce of, or any facilities of a national securities exchange of, any ofthese jurisdictions and doing so may render invalid any purported acceptance ofthe Offer. Accordingly, copies of this announcement and any other documentrelating to the Offer are not being, and must not be, mailed or otherwisedistributed or sent in or into the United States, Canada, Australia or Japan.Any person (including, without limitation, custodians, nominees and trustees)who may have contractual or legal obligations, or may otherwise intend, toforward this announcement to any jurisdiction outside the United Kingdom shouldread the relevant provisions of the Offer Document before taking any action. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselvesabout and observe any applicable requirements. Numis Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for UTV andfor no one else in connection with the Offer and will not be responsible to anyperson other than UTV for providing the protections afforded to customers ofNumis Securities Limited, nor for providing advice to any other person inrelation to the Offer. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Wirelessand for no one else in connection with the Offer and will not be responsible toany person other than Wireless for providing the protections afforded tocustomers of Goldman Sachs International, nor for providing advice to any otherperson in relation to the Offer. This announcement is not intended to and does not constitute, or form part of,an offer or any solicitation of an offer or an invitation to purchase anysecurities. END. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
WLG.L