EMAP PLC
21 June 2005
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
RECOMMENDED CASH OFFER AT 1,088 PENCE PER SHARE
BY
LAZARD & CO., LTD.
ON BEHALF OF EMAP PLC
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
SCOTTISH RADIO HOLDINGS PLC
NOT ALREADY OWNED BY EMAP PLC
Highlights
* Recommended cash offer at 1,088 pence per SRH Share.
* Acquisition expected to be earnings enhancing in first full year.
* Agreement with Johnston Press to sell Score Press for GBP 155 million.
Summary
The Boards of Emap plc ('Emap') and Scottish Radio Holdings plc ('SRH') are
pleased to announce that they have agreed the terms of a recommended cash offer
to be made by Lazard & Co., Ltd. ('Lazard') on behalf of Emap for the entire
issued and to be issued share capital of SRH not already owned by Emap.
The Offer:
* will be 1,088 pence in cash for each SRH Share, valuing the entire issued
share capital of SRH at approximately GBP 391 million.
* represents a premium of:
- 17 per cent. over the average middle market closing price in the 12 month
period up to and including 31 March, 2005, the date immediately prior to
the commencement of the Offer Period, of 926 pence per SRH Share;
- 12 per cent. over the middle market price of 974 pence per SRH Share at
the close of business on 31 March, 2005; and
- 9 per cent. over the middle market price of 1,002 pence per SRH Share at
the close of business on 20 June, 2005, the last practicable date before
the making of this announcement.
* represents a historic price/earnings multiple of 26.3 times adjusted earnings
per share.
In addition, SRH Shareholders remain entitled to receive the interim dividend of
7.5 pence per SRH Share announced on 19 May, 2005, and payable on 1 July,
2005.
Emap currently owns 9,729,361 SRH Shares, representing approximately 27 per
cent. of SRH's issued share capital.
Irrevocable undertakings to accept the Offer have been received from SRH
directors in respect of 374,479 SRH Shares representing approximately 1 per
cent. of the issued share capital of SRH.
Emap therefore owns or has received irrevocable undertakings to accept the Offer
in respect of a total of 10,103,840 SRH Shares, representing approximately 28
per cent. of the issued share capital of SRH.
Commenting on the Offer, Emap's Chief Executive, Tom Moloney, said: 'Radio is a
good business, with strong medium term growth prospects. To compete more
effectively, scale of audience and infrastructure will be increasingly
important. This transaction enables us to create the highest quality independent
local radio business, reaching all of the UK's major conurbations and delivering
a strong position in the Republic of Ireland. This is an important step in
Emap's radio strategy, one that creates real value and leaves us well placed to
make the digital step that will be so important in establishing leadership of UK
commercial radio.'
Commenting on the Offer, SRH's Chief Executive, David Goode, said: 'Combining
Emap's radio business with SRH's network of 22 highly rated stations in the UK
and Republic of Ireland will create a strong national radio group with exciting
prospects. Score Press is a highly profitable and well run portfolio of weekly
newspapers. It represents a very valuable asset and a good fit with Johnston
Press's extensive newspaper interests. The Offer delivers significant value for
our shareholders, enabling them to realise a premium in cash.'
A conference call for the press will be held on +44 (0)1452 561 263 at 8.00am on
21 June, 2005.
A conference call for analysts will be held on +44 (0)1452 561 263 at 9.00am on
21 June, 2005.
This summary should be read in conjunction with and is subject to the full text
of the announcement.
Appendix III to the attached announcement contains definitions of certain
expressions used in this summary.
ENQUIRIES
Emap
Tom Moloney +44 (0)20 7278 1452
Ian Griffiths
Lazard (Financial Adviser to Emap) +44 (0)20 7187 2000
Nicholas Shott
Giles Roshier
Hoare Govett (Joint Broker to Emap) +44 (0)20 7678 8000
Hugo Fisher
Caroline Griffiths
Citigroup (Joint Broker to Emap) +44 (0)20 7986 4000
David James
Andrew Seaton
Noble Grossart (Financial Adviser to Emap) +44 (0)131 226 7011
Sir Angus Grossart
Brunswick +44 (0)20 7404 5959
Patrick Handley
Ed Williams
SRH +44 (0)141 565 2200
David Goode
Greenhill (Financial Adviser to SRH) +44 (0)20 7440 0400
Simon Borrows
Brian Cassin
Bridgewell (Broker to SRH) +44 (0)20 7003 3000
Ian Dighe
Ben Money-Coutts
Gavin Anderson & Co +44 (0)20 7554 1400
Byron Ousey
Ken Cronin
FURTHER INFORMATION
For further information on Emap and SRH, please see www.emap.com and
www.srhplc.com respectively.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
Lazard, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Emap plc and no one else in connection with the Offer
and will not be responsible to anyone other than Emap plc for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the Offer.
Hoare Govett, which is regulated by the Financial Services Authority, is acting
for Emap plc and no one else in connection with the Offer and will not be
responsible to anyone other than Emap plc for providing the protections afforded
to clients of Hoare Govett nor for providing advice in relation to the Offer.
Citigroup, which is regulated by the Financial Services Authority, is acting for
Emap plc and no one else in connection with the Offer and will not be
responsible to anyone other than Emap plc for providing the protections afforded
to clients of Citigroup nor for providing advice in relation to the Offer.
Noble Grossart, which is regulated by the Financial Services Authority, is
acting for Emap plc and no one else in connection with the Offer and will not be
responsible to anyone other than Emap plc for providing the protections afforded
to clients of Noble Grossart nor for providing advice in relation to the Offer.
Greenhill, which is regulated by the Financial Services Authority, is acting for
SRH plc and no one else in connection with the Offer and will not be responsible
to anyone other than SRH plc for providing the protections afforded to clients
of Greenhill nor for providing advice in relation to the Offer.
Bridgewell, which is regulated by the Financial Services Authority, is acting
for SRH plc and no one else in connection with the Offer and will not be
responsible to anyone other than SRH plc for providing the protections afforded
to clients of Bridgewell nor for providing advice in relation to the Offer.
Unless otherwise determined by Emap, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan. Accordingly copies of this announcement are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from the United States, Canada, Australia or
Japan, and persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in, into or from
such jurisdiction as doing so may invalidate any purported acceptance of the
Offer. Any person (including, without limitation, any custodian, nominee or
trustees) who would, or otherwise intends to, or who may have a contractual or
legal obligation to forward this announcement and/or the Offer Document and/or
any related document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice before taking any
action.
RECOMMENDED CASH OFFER AT 1,088 PENCE PER SHARE
BY
LAZARD & CO., LTD.
ON BEHALF OF EMAP PLC
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
SCOTTISH RADIO HOLDINGS PLC
NOT ALREADY OWNED BY EMAP PLC
1. Introduction
The Boards of Emap and SRH are pleased to announce that they have agreed the
terms of a recommended cash offer to be made by Lazard on behalf of Emap for
the entire issued and to be issued share capital of SRH not already owned by
Emap.
The Offer:
* will be 1,088 pence in cash for each SRH Share, valuing the entire
issued share capital of SRH at approximately GBP391 million.
* represents a premium of:
- 17 per cent. over the average middle market closing price in the
12 month period up to and including 31 March, 2005, the date
immediately prior to the commencement of the Offer Period, of 926
pence per SRH Share;
- 12 per cent. over the middle market price of 974 pence per SRH
Share at the close of business on 31 March, 2005; and
- 9 per cent. over the middle market price of 1,002 pence per SRH
Share at the close of business on 20 June, 2005, the last
practicable date before the making of this announcement.
* represents a historic price/earnings multiple of 26.3 times adjusted
earnings per share.
In addition, SRH Shareholders remain entitled to receive the interim dividend
of 7.5 pence per SRH Share announced on 19 May, 2005, and payable on 1 July,
2005.
Emap has agreed to make available a limited amount of a non-transferable
non-convertible loan note alternative (the 'Loan Note') to enable qualifying
shareholders to roll over gains for tax purposes. Full details of the Loan Note
will be provided in the Offer Document.
Emap currently owns 9,729,361 SRH Shares, representing approximately 27 per
cent. of SRH's issued share capital.
Irrevocable undertakings to accept the Offer have been received from SRH
directors in respect of 374,479 SRH Shares representing approximately 1 per
cent. of the issued share capital of SRH.
Emap therefore owns or has received irrevocable undertakings to accept the
Offer in respect of a total of 10,103,840 SRH Shares, representing
approximately 28 per cent. of the issued share capital of SRH.
2. The Offer
On behalf of Emap, Lazard will offer to acquire, on the terms and subject to
the conditions summarised in Appendix I to this announcement and to be set out
in full in the Offer Document and the Form of Acceptance, the entire issued and
to be issued share capital of SRH not already owned by Emap on the following
basis:
for each SRH Share 1,088 pence in cash
The Offer values the whole of the issued share capital of SRH at approximately
GBP391 million.
The SRH Shares to be acquired pursuant to the Offer will be acquired fully paid
up and free from all liens, equities, charges, encumbrances, rights of
pre-emption and any other third party rights or interests whatsoever and
together with all rights now or hereafter attaching thereto, including voting
rights and, without limitation, the right to receive and retain in full all
dividends, interests and other distributions (if any) declared, made or paid on
or after the date of this announcement save for the interim dividend referred
to above.
3. Recommendation
The directors of SRH, who have been so advised by Greenhill, consider the terms
of the Offer to be fair and reasonable. In providing its advice to the
directors of SRH, Greenhill has taken into account the commercial assessments
of the directors of SRH.
Accordingly, the directors of SRH are recommending SRH Shareholders to accept
the Offer as they have undertaken to do themselves in respect of 374,479 SRH
Shares, representing approximately 1 per cent. of the existing issued share
capital of SRH.
4. Background to and reasons for the Offer
The Board of Emap believes that the UK commercial radio sector provides
attractive medium-term growth prospects. The industry is going through a period
of structural transformation driven by the two key issues of consolidation and
audience fragmentation.
Consolidation
Consolidation is happening among broadcasters and their advertising customers.
The Board of Emap believes that commercial radio companies need to invest in
strong brands and high quality programming in order to grow audience share and
that this share growth will help increase advertising revenues. Consolidation
of broadcasters will create the scale to enable this investment to take
place.
The media buying sector (Emap's and SRH's advertising customers) has also been
consolidating. Five companies now represent approximately 88 per cent. of the
UK's advertising spend. The Board of Emap believes that advertising agencies
(and their customers) want 'one stop shops' from which to source national
advertising. It believes they will choose their media partners based on ease of
purchase which will increasingly be driven by advertising scale, audience reach
and strength of brands.
Fragmentation of Audiences
The Board of Emap believes that the accelerating take up of digital
broadcasting will result in audience fragmentation because listeners will
benefit from a greater choice. Digital radio (radio stations broadcasting on
DAB, Freeview, Satellite, Cable and Internet) is relatively new, but growing
fast and consequently is becoming increasingly important for radio operators
and their customers. The question is no longer 'Will audiences migrate to
digital?' but 'At what rate will audiences migrate?'
In an environment with more listener choice, the Board believes that scale,
strong brands and distribution capacity across a wide variety of platforms will
enable the combined radio businesses to compete more effectively.
Excellent Combination
Emap and SRH's radio businesses will create an independent local radio group
with the ability to reach all major conurbations in the UK together with a
strong position in the Republic of Ireland, which the Board of Emap believes
will provide an enhanced service to listeners and advertisers.
In particular, the Board of Emap believes that the complementary brands, skills
and cultures of its and SRH's radio businesses will:
* facilitate a smooth and rapid integration;
* increase the reach of Emap's Big City Network through the addition of a
further portfolio of strong heritage brands such as Clyde, Forth and
Downtown;
* create a stronger advertising offering by combining sales houses,
enabling Emap to offer a 'one stop shop' for its consolidating
advertising customers; and
* enhance the enlarged radio business's ability to successfully develop
market-leading digital radio services.
The Board of Emap believes that the acquisition of SRH will generate annualised
cost savings of approximately GBP5million by the third full year of ownership
at a cash cost of approximately GBP5million. It believes that the Acquisition
will be immediately earnings enhancing on a normalised basis and will, over the
medium term, deliver returns in line with the company's previously stated
acquisition criteria.
5. Information on Emap
Emap is a modern media business, with a portfolio of brands that bring people
together. It creates 'must-have' entertainment and information for customers
across consumer magazines, radio, music television, the web, trade magazines
and trade exhibitions.
Emap's business activities focus around three main areas:
* over 150 consumer magazines in the UK, France and around the world;
* over 200 business to business events, magazines and conferences; and
* 19 UK local analogue radio stations, seven digital music TV channels and
one of the biggest digital radio networks in the UK.
Emap employs around 5,500 people based in over 50 offices in the UK, France and
around the world. Creativity is key and Emap prides itself on maintaining an
edge by recruiting and developing creative people within a supportive
environment. Emap's magazines, exhibitions and other products must constantly
evolve to anticipate the changing demands and interests of its customers. Emap
has an absolute commitment to invest in and develop existing products and
research new ideas.
In its audited accounts for the year ended 31 March, 2005, Emap's turnover was
GBP1,068 million (2004: GBP1,050 million) on which it earned profit before
taxation of GBP112 million (2004: GBP144 million). As at 31 March, 2005, Emap
had net assets of GBP283 million.
6. Information on SRH
SRH is a media company operating in the radio and local newspaper industries.
The company was founded as Radio Clyde Limited in 1971 to bid for the Glasgow
commercial radio licence, the third in the UK at the time. The company grew by
acquiring competitors in the late 1980s and early 1990s and merged with Radio
Forth in 1991. SRH acquired Morton Newspapers in 1995.
Today, SRH's radio operations consist of 22 wholly-owned and two partly owned
analogue radio services, one digital service and six digital radio multiplexes.
These stations are principally located in Scotland (including Radio Clyde and
Radio Forth) but also include radio stations in England and Wales (including
Wave105FM and two stations under the Vibe brand), the Republic of Ireland
(Today FM and FM104) and Northern Ireland (Downtown and Cool FM).
SRH's regional press business, Score Press, consists of 45 local newspaper
titles in Scotland, the Republic of Ireland and Northern Ireland with printing
concentrated on 3 printing plants. SRH's titles include: the Angus County Press
group in Scotland, the Morton Newspaper group in Northern Ireland, and the
Kilkenny People in the Republic of Ireland.
In its audited accounts for the year ended 30 September, 2004, SRH reported
turnover of GBP96.3 million and profit on ordinary activities before taxation
of GBP13.3 million. As at 30 September, 2004, SRH had net assets of GBP137.2
million.
In its interim results to 31 March, 2005, SRH reported turnover of GBP51.9
million and a profit on ordinary activities before taxation of GBP8.7 million.
As at 31 March, 2005, SRH had net assets of GBP134.6 million.
7. Emap's intentions regarding SRH's newspaper business
Emap has entered into an agreement with Johnston Press under which Emap has
agreed to procure the sale by SRH of such interests as SRH has in Score Press
to Johnston Press following the acquisition by Emap of the whole of the issued
share capital of SRH not already owned by Emap. Johnston Press has agreed to
pay Emap GBP155million for such interests on a debt free/cash free basis. The
Board believes that the transaction achieves a full and fair value for Score
Press allowing Emap to acquire SRH as a pure play radio business.
Completion of the agreement with Johnston Press is conditional on:
(i) the Offer having been declared or having become unconditional in all
respects in accordance with the requirements of the Code (subject to
such derogations and waivers as the Panel may allow) prior to 31
December, 2005; and
(ii) Emap not having waived the Offer condition referred to in paragraph (c)
of Appendix I of this announcement (relating to obtaining clearance from
the Irish Competition Authority in relation to the Offer).
Under the agreement with Johnston Press, Emap has agreed that if SRH enters
into any transaction involving the acquisition of any business, title,
publication, fixed assets or shares in any company in relation to its
newspapers business which requires the approval of SRH's shareholders then Emap
will abstain from voting in relation to such transaction at the relevant
meeting of SRH shareholders unless Emap (a) obtains the prior written approval
of Johnston Press, and (b) votes in accordance with Johnston Press's
instructions.
In the last financial year to 30 September, 2004, Score Press reported revenues
and operating profit of GBP35.1 million and GBP11.2 million respectively. As at
30 September, 2004, Score Press had net assets of GBP55.5 million.
The proceeds from this disposal will be used by Emap to reduce its debt.
8. Undertakings to accept the Offer
Emap has received irrevocable undertakings to accept (or procure the acceptance
of) the Offer from those SRH directors who own SRH Shares in respect of their
entire beneficial shareholdings. These irrevocable undertakings are legally
binding and are given in respect of 374,479 SRH Shares representing in
aggregate approximately 1 per cent. of the issued share capital of SRH. Such
undertakings will cease to be binding if the Offer Document is not posted
within 28 days of this announcement (or such later date as Emap determines with
the consent of the Panel), the Offer lapses or is withdrawn.
9. Management and Employees
Emap has given assurances to the Board of SRH that the existing employment
rights (including pension rights) of the management and employees of SRH will
be fully safeguarded. The sale of Score
Press to Johnston Press will not affect those rights.
10. SRH Share Option Schemes
The Offer will extend to any SRH Share unconditionally allotted or issued
(including any which are so allotted or issued pursuant to the exercise of
existing options granted under the SRH Share Option Schemes) whilst the Offer
remains open for acceptance (or by such earlier date, not being earlier than
the date on which the Offer becomes or is declared unconditional as to
acceptances or, such later date as Emap may, subject to the Code and with the
consent of the Panel, determine).
Emap will make appropriate proposals to the participants in the SRH Share
Option Schemes (to the extent such options have not been exercised or lapsed)
subject to the offer becoming or being declared unconditional in all
respects.
11. Disclosure of interests in SRH
Emap currently owns 9,729,361 SRH Shares, representing approximately 27 per
cent. of SRH's issued share capital.
Save for the disclosure of Emap's interest in SRH referred to above, neither
Emap, nor, so far as the Directors of Emap are aware, any person acting in
concert with it, owns or controls any SRH Shares or any securities convertible
or exchangeable into SRH Shares or any rights to subscribe for or purchase, or
options (including traded options) in respect of, or derivatives referenced to,
any such shares ('Relevant SRH Securities') nor does any such person have any
arrangement in relation to Relevant SRH Securities. For these purposes
'arrangement' includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant SRH
Securities which may be an inducement to deal or refrain from dealing in such
securities.
Emap has not made any enquiries in this respect of certain parties who may be
deemed by the Panel to be acting in concert with it for the purposes of the
Offer.
12. Compulsory acquisition and cancellation of listing
If Emap receives acceptances under the Offer in respect of, and/or otherwise
acquires 90 per cent., or more of the SRH Shares to which the Offer relates,
Emap intends to exercise its rights pursuant to the provisions of sections 428
to 430F of the Companies Act to acquire compulsorily the remaining SRH Shares
on the same terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, Emap also
intends to procure that SRH applies to the UK Listing Authority for the
cancellation for the listing of SRH Shares on the Official List and to the
London Stock Exchange for the cancellation of the admission to trading of SRH
Shares on its market for listed securities. It is anticipated that such
cancellation of listing and trading will take effect no earlier than 20
business days after the Offer becomes or is declared unconditional in all
respects.
13. Overseas Shareholders
The making and availability of the Offer outside, or to citizens, residents or
nationals of jurisdictions outside, the United Kingdom ('overseas
shareholders'), may be affected by the laws of the relevant jurisdictions.
Overseas shareholders should fully acquaint themselves with and observe any
applicable legal requirements. Further details in relation to overseas
shareholders will be contained in the Offer Document.
Unless otherwise determined by Emap, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan. Accordingly copies of this announcement are not
being mailed, and must not be mailed, or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan (including
to SRH Shareholders with registered addresses in the United States, Canada,
Australia or Japan or to persons whom Emap or its agent knows to be custodians,
nominees or trustees holding SRH Shares for such persons) and persons receiving
this announcement (including, without limitation, custodians, nominees and
trustees) must not distribute or send this announcement in, into or from the
United States, Canada, Australia or Japan or use the United States, Canadian,
Australian or Japanese mails or any such means or instrumentality for any
purpose directly or indirectly in connection with the Offer. Doing so may
render invalid any purported acceptance of the Offer.
14. Offer documentation
The Offer Document and the Form of Acceptance will be posted to SRH
Shareholders (other than SRH Shareholders with addresses in the United States,
Canada, Australia or Japan) as soon as practicable. In deciding whether or not
to accept the Offer in respect of their SRH Shares, SRH Shareholders should
rely on the information contained in, and procedures described in, the Offer
Document and Form of Acceptance.
The conditions of the Offer are set out in full in Appendix I to this
announcement. Appendix III to this announcement contains definitions of certain
expressions used in this announcement.
ENQUIRIES
Emap
Tom Moloney +44 (0)20 7278 1452
Ian Griffiths
Lazard & Co. (Financial Adviser to Emap) +44 (0)20 7187 2000
Nicholas Shott
Giles Roshier
Hoare Govett (Joint Broker to Emap) +44 (0)20 7678 8000
Hugo Fisher
Caroline Griffiths
Citigroup (Joint Broker to Emap) +44 (0)20 7986 4000
David James
Andrew Seaton
Noble Grossart (Financial Adviser to Emap) +44 (0)131 226 7011
Sir Angus Grossart
Brunswick +44 (0)20 7404 5959
Patrick Handley
Ed Williams
SRH +44 (0)141 565 2200
David Goode
Greenhill (Financial Adviser to SRH) +44 (0)20 7440 0400
Simon Borrows
Brian Cassin
Bridgewell (Broker to SRH) +44 (0)20 7003 3000
Ian Dighe
Ben Money-Coutts
Gavin Anderson & Co +44 (0)20 7554 1400
Byron Ousey
Ken Cronin
FURTHER INFORMATION
For further information on Emap and SRH please see www.emap.com and
www.srhplc.com respectively.
Lazard, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Emap plc and no one else in connection with the Offer
and will not be responsible to anyone other than Emap plc for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the Offer.
Hoare Govett, which is regulated by the Financial Services Authority, is acting
for Emap plc and no one else in connection with the Offer and will not be
responsible to anyone other than Emap plc for providing the protections afforded
to clients of Hoare Govett nor for providing advice in relation to the Offer.
Citigroup, which is regulated by the Financial Services Authority, is acting for
Emap plc and no one else in connection with the Offer and will not be
responsible to anyone other than Emap plc for providing the protections afforded
to clients of Citigroup nor for providing advice in relation to the Offer.
Noble Grossart, which is regulated by the Financial Services Authority, is
acting for Emap plc and no one else in connection with the Offer and will not be
responsible to anyone other than Emap plc for providing the protections afforded
to clients of Noble Grossart nor for providing advice in relation to the Offer.
Greenhill, which is regulated by the Financial Services Authority, is acting for
SRH plc and no one else in connection with the Offer and will not be responsible
to anyone other than SRH plc for providing the protections afforded to clients
of Greenhill nor for providing advice in relation to the Offer.
Bridgewell, which is regulated by the Financial Services Authority, is acting
for SRH plc and no one else in connection with the Offer and will not be
responsible to anyone other than SRH plc for providing the protections afforded
to clients of Bridgewell nor for providing advice in relation to the Offer.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
Unless otherwise determined by Emap, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan. Accordingly copies of this announcement are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from the United States, Canada, Australia or
Japan, and persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in, into or from
such jurisdiction as doing so may invalidate any purported acceptance of the
Offer. Any person (including, without limitation, any custodian, nominee or
trustees) who would, or otherwise intends to, or who may have a contractual or
legal obligation to forward this announcement and/or the Offer Document and/or
any related document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice before taking any
action.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. The offer period is deemed to commence
at the time when an announcement is made of a proposed or possible offer, with
or without terms.
The disclosure requirements are set out in more detail in Rule 8 of the Code.
Under the provisions of Rule 8.3 of the Code 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 relevant securities of SRH,
owns or controls, or becomes the owner or controller, directly or indirectly, of
one per cent. or more of any class of securities of SRH is required to disclose,
by not later than 12.00 noon (London time) on the business day following the
date of the relevant transaction, dealings in such securities of that company
(or in any option in respect of, or derivative referenced to, any such
securities) during the period to the date on which the offer becomes or is
declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of SRH by Emap or SRH, or by any of their respective 'associates'
(within the meaning of the Code) must also be disclosed. If you are in any doubt
as to the application of Rule 8 to you, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000, consult
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on
telephone number +44 20 7638 0129; fax +44 20 7236 7013.
Appendix I
Conditions and further terms of the Offer
The Offer will be subject to the following conditions:-
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as Emap may, with the consent of the Panel or
in accordance with the Code, decide) in respect of not less than 90 per
cent. (or such lower percentage as Emap may decide) in nominal value of the
SRH Shares to which the Offer relates, provided that this condition shall
not be satisfied unless Emap and/or any of its wholly-owned subsidiaries
shall have acquired or agreed to acquire, whether pursuant to the Offer or
otherwise, shares in SRH carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of SRH; and
provided further that this condition shall be capable of being satisfied
only at a time when all other conditions have been satisfied or waived.
For the purposes of this condition:
(i) shares which have been unconditionally allotted but not issued before
the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, shall be deemed to carry the voting
rights they will carry on being entered into the Register of Members
of SRH; and
(ii) the expression 'SRH Shares to which the Offer relates' shall be
construed in accordance with sections 428 to 430F of the Companies
Act.
(b) the Office of Fair Trading or the appropriate Minister in the United Kingdom
indicating, in terms satisfactory to Emap, that the proposed acquisition of
SRH by Emap or any matter arising therefrom (including but not limited to
any public interest consideration) or related thereto will not be referred
to the Competition Commission and the deadline for appealing such a decision
to the Competition Appeals Tribunal having expired.
(c) obtaining clearance in respect of the Offer from the Irish Competition
Authority pursuant to a determination under sections 21(2)(a) (provided no
direction is made by the Minister for Enterprise, Trade and Employment under
section 23(2) of the Competition Act), 22(3)(a) or 22(3)(c) of the
Competition Act and by the Minister for Enterprise, Trade and Employment
pursuant to an order under sections 23(4)(a) or 23(4)(b) of the Competition
Act or, where no such determination or order is issued, the periods
specified in section 21(2), 19(1)(d) or 23(a) of the Competition Act having
elapsed.
(d) Ofcom confirming in writing, in terms satisfactory to Emap (acting
reasonably), that it will not as a consequence whether direct or indirect of
the Acquisition of any shares in and/or control of SRH by Emap:
(i) vary in any material respect, suspend, revoke, reduce the licence
period of, or impose a financial penalty pursuant to, any Licence;
(ii) vary in any material respect the terms or conditions of the issue of
any Licence to be granted by Ofcom to any member of the SRH Group or
the Emap Group which has been awarded or offered to any member of the
SRH Group or the Emap Group prior to 20 June, 2005; or
(iii) take any action or refrain from taking any action that it would
otherwise have taken, or require Emap or SRH 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 wider SRH Group or
the wider Emap Group in each case taken as a whole
and such confirmation not being subsequently revoked or adversely varied
prior to the Offer becoming or being declared to be unconditional in all
respects.
(e) the BCI confirming in writing, in terms satisfactory to Emap (acting
reasonably), that it will not as a consequence whether direct or indirect of
the Acquisition of any shares in and/or control of SRH by Emap:
(i) vary in any material respect, suspend, revoke, reduce the term of, or
impose a financial penalty pursuant to, any Sound Broadcasting
Contract;
(ii) vary in any material respect the terms or conditions of the issue of
any Sound Broadcasting Contract to be granted by the BCI to any
member of the SRH Group which has been awarded or offered to any
member of the SRH Group prior to 20 June, 2005; or
(iii) take any action or refrain from taking any action that it would
otherwise have taken, or require Emap or SRH to take any action or
refrain from taking any action, in connection with any Sound
Broadcasting Contract, which would have a material adverse effect on
the wider SRH Group taken as a whole;
and such confirmation not being subsequently revoked or adversely varied
prior to the Offer becoming or being declared to be unconditional in all
respects.
(f) except as disclosed by or on behalf of SRH to Emap or its advisers or as
publicly announced pursuant to the Listing Rules or on behalf of SRH in
either such case prior to the release of this announcement, there being no
provision of any agreement, arrangement, licence, permit or other instrument
to which any member of the wider SRH Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, which in
consequence of the Offer or the proposed acquisition of any shares or other
securities in SRH or because of a change in the control or management of SRH
or otherwise, could or might result in (to an extent material in the context
of the wider SRH Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date
or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or materially inhibited or being capable
of becoming or being withdrawn or materially inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or adversely
affected or any onerous obligation or onerous liability arising or
any adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any such member;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or adversely affected;
(vi) the financial or trading position or prospects being adversely
affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider SRH Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could reasonably be considered
likely to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this paragraph (f) to an extent material in
the context of the wider SRH Group taken as a whole.
(g) no government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a 'Third Party') having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry
or reference, or enacted, made or proposed any statute, regulation, decision
or order, or having taken any other steps which would or might reasonably be
expected to:
(i) require, prevent or materially delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member
of the wider Emap Group or any member of the wider SRH Group of all
or any material portion of their respective businesses, assets or
property or (to an extent which is material in the context of the
wider Emap Group and/or the wider SRH Group taken as a whole) impose
any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their
respective assets or properties or any part thereof;
(ii) require, prevent or materially delay the divestiture by any member of
the wider Emap Group of any shares or other securities in SRH;
(iii) impose any limitation in any material respect on, or result in a
material delay in, the ability of any member of the wider Emap Group
directly or indirectly to acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the
equivalent) in any member of the wider SRH Group or the wider Emap
Group or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects
of any member of the wider Emap Group or of any member of the wider
SRH Group in a manner which is material in the context of the wider
Emap Group or the wider SRH Group, in each case taken as a whole;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Emap or any member of the wider Emap Group of any
shares or other securities in, or control of SRH void, illegal, and/
or unenforceable under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, materially
delay or otherwise interfere with the same, or impose material
additional conditions or obligations with respect thereto, or
otherwise materially challenge or interfere therewith;
(vi) require any member of the wider Emap Group or the wider SRH Group to
offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the wider SRH Group or the wider Emap
Group owned by any third party;
(vii) impose any material limitation on the ability of any member of the
wider SRH Group to co-ordinate its business, or any part of it, with
the businesses of any other members; or
(viii) result in any member of the wider SRH Group ceasing to be able to
carry on business under any name under which it presently does so;
and all applicable waiting and other time periods during which any such
Third Party could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under the laws
of any jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any SRH Shares having expired, lapsed or been terminated.
(h) all necessary filings or applications having been made in connection with
the Offer and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by
any member of the wider Emap Group of any shares or other securities in, or
control of, SRH and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by Emap or any member of the
wider Emap Group (in each case acting reasonably) in respect of the Offer or
the proposed acquisition of any shares or other securities in, or control
of, SRH by any member of the wider Emap Group having been obtained in terms
and in a form satisfactory to Emap (acting reasonably) from all appropriate
Third Parties or persons with whom any member of the wider SRH Group has
entered into contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations, orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary or considered appropriate by Emap (acting reasonably) to
carry on the business of any member of the wider SRH Group which is material
in the context of the wider SRH Group taken as a whole remaining in full
force and effect and all filings necessary for such purpose having been made
and there being no notice or intimation of any intention to revoke or not to
renew any of the same at the time at which the Offer becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with.
(i) except as disclosed in SRH's annual report and accounts for the year ended
30 September, 2004 or in SRH's unaudited interim results for the half year
ended 31 March, 2005 or as publicly announced by SRH prior to the release of
this announcement, no member of the wider SRH Group having, since 30
September, 2004:
(i) save as for SRH Shares issued pursuant to the exercise of options
granted under the SRH Share Option Schemes, issued, authorised or
proposed the issue of additional shares of any class;
(ii) save as for the grant of options under the SRH Share Option Schemes,
issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise;
(iv) merged or demerged with any body corporate or acquired or disposed of
or transferred, mortgaged or charged or created any security interest
over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest, in each
case;
(v) made or authorised or proposed or announced an intention to propose
any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or save in
the ordinary course of business incurred or increased any
indebtedness or become subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement or entered into or changed the terms
of any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is otherwise than in the ordinary course of business and which
is of a long term, onerous or unusual nature or magnitude or which is
or could reasonably be considered to be restrictive on the businesses
of any member of the wider SRH Group or the wider Emap Group or which
involves or could involve an obligation of such a nature or magnitude
in a manner which is material in the context of the wider SRH Group;
(x) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of all or any of
its assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider SRH Group or
the wider Emap Group;
(xii) waived or compromised any claim otherwise than of an immaterial
amount in the ordinary course of business; or
(xiii) entered into any contract, commitment, arrangement or agreement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition;
and, for the purposes of paragraphs (ix) and (xi) of this condition, the
term 'SRH Group' shall mean SRH and its wholly-owned subsidiaries.
(j) since 30 September, 2004 and save as disclosed in SRH's accounts for the
year then ended or SRH's unaudited interim results for the half year ended
31 March, 2005 and save as publicly announced in accordance with the Listing
Rules by SRH prior to the release of this announcement:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any
member of the wider SRH Group which is material in the context of the
wider SRH Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider SRH Group is or may
become a party (whether as a plaintiff, defendant or otherwise and
excluding minor debt recovery actions in the ordinary course of
business) and no investigation by any Third Party against or in
respect of any member of the wider SRH Group having been instituted,
announced or threatened by or against or remaining outstanding in
respect of any member of the wider SRH Group which, in any case, is
material in the context of the wider SRH Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to
Emap which in each case is material in the context of the wider SRH
Group taken as a whole; and
(iv) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or material modification of any
licence held by any member of the wider SRH Group.
(k) except as disclosed in SRH's annual report and accounts for the year ended
30 September, 2004 or in SRH's unaudited interim results for the half year
ended 31 March, 2005 or as publicly announced by SRH prior to 20 June, 2005,
Emap not having discovered:
(i) that any financial, business or other information concerning the
wider SRH Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the wider SRH Group is
misleading in any material respect, contains a material
misrepresentation of fact or omits to state a fact necessary to make
that information not misleading in any material respect;
(ii) that any member of the wider SRH Group or any partnership, company or
other entity in which any member of the wider SRH Group has, in each
case, a significant economic interest and which is not a subsidiary
undertaking of SRH, is subject to any liability (contingent or
otherwise) which in each case is material in the context of the wider
SRH Group taken as a whole and which is not disclosed in the annual
report and accounts of SRH for the year ended 30 September, 2004 or
in the unaudited interim results of SRH for the half year to 31
March, 2005; or
(iii) any information which materially affects the import of any
information disclosed at any time by or on behalf of any member of
the wider SRH Group.
(l) except as disclosed in SRH's annual report and accounts for the year ended
30 September, 2004 or in SRH's unaudited interim results for the half year
ended 31 March, 2005 or as publicly announced by SRH prior to 20 June, 2005,
Emap not having discovered that:
(i) any past or present member of the wider SRH Group has failed to
comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health
or animal health or otherwise relating to environmental matters, or
that there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which
disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) on the
part of any member of the wider SRH Group which in each case is
material in the context of the wider SRH Group taken as a whole; or
(ii) there is, or is likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) which in each case
is material in the context of the wider SRH Group taken as a whole of
any past or present member of the wider SRH Group to make good,
repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the wider SRH Group,
under any environmental legislation, regulation, notice, circular or
order of any government, governmental, quasi-governmental, state or
local government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any
jurisdiction.
For the purposes of these conditions the 'wider SRH Group' means SRH and its
subsidiary undertakings, associated undertakings and any other undertaking
in which SRH and/or such undertakings (aggregating their interests) have a
significant interest and the 'wider Emap Group' means Emap and its
subsidiary undertakings, associated undertakings and any other undertaking
in which Emap and/or such undertakings (aggregating their interests) have a
significant interest and for these purposes 'subsidiary undertaking',
'associated undertaking' and 'undertaking' have the meanings given by the
Companies Act, other than paragraph 20(1)(b) of Schedule 4A to the Companies
Act which shall be excluded for this purpose, and 'significant interest'
means a direct or indirect interest in ten per cent. or more of the equity
share capital (as defined in the Companies Act).
WAIVER OF CONDITIONS
Emap reserves the right to waive, in whole or in part, all or any of the
above conditions, except condition (a).
Conditions (b) to (l) (inclusive) must be fulfilled or 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 in each such case such later
date as Emap may, with the consent of the Panel, decide). Emap shall be
under no obligation to waive or treat as satisfied any of the conditions (b)
to (l) (inclusive) by a date earlier than the latest date specified above
for the satisfaction thereof, notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment. If Emap is required by the
Panel to make an offer for SRH Shares under the provisions of Rule 9 of the
Code, Emap may make such alterations to any of the above conditions as are
necessary to comply with the provisions of that Rule.
FURTHER PROVISIONS RELATING TO THE OFFER
The Offer will comply with the rules of the Financial Services Authority,
the London Stock Exchange and the Code
The Offer will lapse if it is referred to the Competition Commission before
1.00 p.m. on the first closing date of the Offer or the date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is
the later.
The Offer will be governed by English law and be subject to the jurisdiction
of the English courts, to the conditions set out in the Offer Document and
in the Form of Acceptance.
Appendix II
Bases, sources and other information
Unless otherwise stated:
* financial information relating to Emap has been extracted from the audited
annual report and accounts for Emap for the year ended 31 March, 2005; and
* financial information relating to SRH has been extracted from the audited
annual report and accounts for SRH for the year ended 30 September, 2004 or
the unaudited interim results for the six months ended 31 March, 2005.
The Offer values the whole of the issued share capital of SRH at approximately
391 million, based on the Offer Price of 1,088 pence in cash and 35,972,984 SRH
Shares being in issue (as sourced from SRH's shareholder register as at 20 June,
2005.
The market prices of SRH Shares have been derived from the Daily Official List
of the London Stock Exchange.
The average 12 months market price of SRH Shares has been sourced from
Datastream.
The statistic with regard to media buyers' market share is sourced from Nielsen
Media Research.
Appendix III
Definitions
In this announcement, the following expressions have the following meanings
unless the context otherwise requires:
'Acquisition' the proposed acquisition by Emap of the entire issued ordinary
share capital of SRH that Emap does not already own;
'Australia' the Commonwealth of Australia, its states, territories and
possessions;
'BCI' the Broadcasting Commission of Ireland;
'Big City Network of Emap radio stations including: Radio City 96.7FM,
Network' Liverpool; Key 103 FM, Manchester; Metro Radio,
Newcastle-upon-Tyne; Hallam 97.4FM + 102.9FM + 103.4FM,
Sheffield; 96.3 Radio Aire, Leeds; Rock 97.4FM, Preston; Viking
96.9FM, Hull; TFM 96.6FM, Stockton on Tees;
'Board' the Board of directors of Emap or SRH (as appropriate);
'Bridgewell' Bridgewell Securities Limited;
'business day' any day, other than a Saturday, Sunday or public or bank
holiday, on which banks are generally open for business in the
City of London;
'Canada' Canada, its provinces, territories and all areas subject to its
jurisdiction and any political sub-division thereof;
'Citigroup' Citigroup Global Markets Limited;
'Code' the City Code on Takeovers and Mergers;
'Companies the Companies Act 1985 (as amended);
Act'
'Competition Competition Act 2002 of the Republic of Ireland;
Act'
'Competition the independent public body established by Competition Act
Commission' 1998;
'CREST' the relevant system (as defined in the Regulations) in respect
of which CRESTCo is the Operator (as defined in the
Regulations);
'Emap' Emap plc;
'Emap Group' Emap and its subsidiary undertakings;
'Form of the form of acceptance and authority relating to the Offer
Acceptance' which will accompany the Offer Document;
'Greenhill' Greenhill & Co. International, LLP;
'Hoare Govett' Hoare Govett Limited;
'Japan' Japan, its cities, prefectures, territories and possessions;
'Johnston Johnston Press plc ;
Press'
'Lazard' Lazard & Co., Ltd.;
'Licence' any licence issued, or to be granted, by Ofcom under the
Broadcasting Acts 1990 and/or 1996 and/or the Communications
Act 2003 currently held directly or indirectly by Emap or SRH;
'Listing the listing rules of the UK Listing Authority;
Rules'
'London Stock the London Stock Exchange plc;
Exchange'
'Noble Noble Grossart Limited
Grossart'
'Ofcom' the Office of Communications;
'Offer' the offer being made by Lazard on behalf of Emap to acquire all
the SRH Shares not already owned by Emap and, where the context
so requires, any subsequent revision, variation, extension or
renewal thereof;
'Offer the formal offer document detailing the terms and conditions of
Document' the Offer;
'Offer Period' the period commencing on 31 March, 2005, the date on which Emap
issued a statement confirming its interest in acquiring SRH and
ending on the first closing date of the Offer or, if later, the
date the Offer becomes or is declared unconditional as to
acceptances or lapses;
'Official the official list maintained by the UK Listing Authority;
List'
'Panel' the Panel on Takeovers and Mergers;
'Register of the register of members of SRH, from time to time;
Members'
'Score Press' Score Press Limited;
'Securities the United States Securities Act of 1933, as amended;
Act'
'Sound any contract issued, or to be granted, by the Broadcasting
Broadcasting Commission of Ireland under the Broadcasting Acts 1990 and/or
Contract' 2001 and/or the Radio and Television Act, 1988 currently held
directly or indirectly by SRH.
'SRH' Scottish Radio Holdings plc;
'SRH Group' SRH and its subsidiary undertakings;
'SRH the holders of SRH Shares;
Shareholders'
'SRH Shares' the existing unconditionally allotted or issued and fully paid
(or credited as fully paid) ordinary shares of 10p each in the
capital of SRH and any further such shares which are
unconditionally allotted or issued on or prior to the date on
which the Offer closes or, subject to the provisions of the
Code, such earlier date or dates as Emap may decide;
'SRH Share SRH 1998 Share Option Plan, SRH 1998 Executive Share Option
Option Scheme, SRH 1998 Sharesave Scheme and any other share option
Schemes' schemes of the SRH Group;
'United Kingdom' the United Kingdom of Great Britain and Northern Ireland;
or 'UK'
'UK Listing the Financial Services Authority acting in its capacity as the
Authority' competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000;
'United States' the United States of America, its territories and possessions,
or 'US' any State of the United States of America and the District of
Columbia, and all other areas subject to its jurisdiction;
and
'US person' a US person as defined in Regulation S under the Securities
Act.
In this document, the singular includes the plural and vice versa, unless the
context otherwise requires.
For the purposes of this document 'subsidiary', 'subsidiary undertaking',
'undertaking' and 'associated undertaking' have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A
of the Companies Act).
This information is provided by RNS
The company news service from the London Stock Exchange
