16th Aug 2007 07:00
UTV plc ("UTV" or "the Group") Implementation of new parent company
The Board of UTV announces that it proposes to implement a corporate reorganisation under which a new listed company, UTV Media plc, will be introduced as the ultimate holding company of the Group. The reorganisation is proposed to be effected by way of a scheme of arrangement ("the Scheme") under Article 418 of the Companies Order, through which UTV Media plc will own the entire issued share capital of UTV and be listed on the Official Lists of the London Stock Exchange and Irish Stock Exchange. Under the process, UTV shareholders will receive one new share in UTV Media plc for every share they own in UTV, following which UTV shares will be delisted.
The effect of the Scheme will be that UTV plc Shareholders will exchange their interest in UTV plc Shares for an equivalent proportionate interest in UTV Media plc and their proportionate interests in the profits, net assets and dividends of the Group will not be affected by reason of the implementation of the Scheme.
The key effects of the proposed reorganisation, which will not result in any disruption to the company's day-to-day commercial operations, are as follows:
* The Group will have a new parent company incorporated as UTV Media plc; * the Group's corporate structure will be more closely aligned to internal management and reporting functions; and * the radio, television and new media businesses will become subsidiaries of UTV Media plc.
The Board of UTV announces that shareholders will be sent a prospectus, in the next few weeks, incorporating a circular setting out in full the details of the proposed Scheme. The Scheme is subject to and conditional upon, inter alia, shareholder approval at a Court meeting and an extraordinary general meeting, both of which will be held in September 2007 and on the sanction of the High Court. It is anticipated that dealings in the shares in UTV Media plc will commence in October 2007.
Enquiries:UTV John McCann, Group Chief Executive Tel: +44 (0)28 9026 2202 Paul O'Brien, Group Finance Director Tel: +44 (0)28 9026 2098 Numis Securities Limited Jag Mundi, Head of Corporate Finance Tel: +44 (0)20 7260 1000
UTV PLCRelated Shares:
WLG.L