UTV Media Plc Which Has Been Prepared in Accordance with the Prospectus Rules Published by the Financial Services Authority
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 or, if you are taking advice in the Republic of Ireland, is authorised or exempted under the Investment Intermediaries Act 1995 of Ireland or the Stock Exchange Act 1995 of Ireland or, if you are in neither the United Kingdom nor the Republic of Ireland, from another appropriately authorised independent professional adviser. This document comprises a prospectus relating to UTV Media plc which has been prepared in accordance with the Prospectus Rules published by the Financial Services Authority. This document has been approved by the Financial Services Authority and has been filed with the Financial Services Authority in accordance with Rule 3.2 of the Prospectus Rules. If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 23 June 2008, please send this document together with the accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale is/was effected for onward transmission to the purchaser or transferee. If you sell or have sold only part of your holding of Existing Ordinary Shares (other than ex-rights) in certificated form, please contact your stockbroker, bank or other agent through whom the sale or transfer is/was effected immediately. Instructions regarding split applications are set out in this document and the Provisional Allotment Letter (to be issued immediately after the General Meeting). If you sell or have sold or otherwise transferred your Existing Ordinary Shares (other than ex-rights) held in uncertificated form before 23 June 2008, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. The distribution of this document and/or the accompanying documents and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or Rights Issue Shares and/or the issue of Rights Issue Shares into jurisdictions other than the UK and the Republic of Ireland, including the United States and the Excluded Jurisdictions, may be restricted by law and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this document, the accompanying Form of Proxy and any Provisional Allotment Letter (when issued) should not be distributed, forwarded to or transmitted in or into the United States (as defined in Regulation S of the United States Securities Act of 1933, as amended) or the Excluded Jurisdictions. UTV Media plc and the Directors, whose names appear on page 17 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of UTV Media plc and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. You should read this document, the accompanying documents and the documents incorporated by reference in their entirety (and in particular the Risk Factors set out in Part 2 of this document) when considering taking up your rights under the Rights Issue. UTV Media plc (Incorporated in Northern Ireland under the Companies (Northern Ireland) Order 1986, with number NI65086) Proposed 2 for 3 Rights Issue of 38,361,011 Rights Issue Shares at 130 pence per Rights Issue Share and Notice of General Meeting Numis Securities Limited Joint Sponsor, Financial Adviser and Joint Underwriter Goodbody Corporate Finance Goodbody Stockbrokers Joint Sponsor Joint Underwriter The Existing Ordinary Shares have been admitted to the Official List of the UKLA and to trading on the London Stock Exchange’s main market for listed securities and to the Official List of the Irish Stock Exchange and to trading on its regulated market. Application has been made to the UKLA for the Rights Issue Shares (nil and fully paid) to be issued in connection with the Rights Issue to be admitted to the Official List and to the Irish Official List. Application has been made to the London Stock Exchange for the Rights Issue Shares (nil and fully paid) to be admitted to trading on the London Stock Exchange’s main market for listed securities and to the Irish Stock Exchange for the Rights Issue Shares (nil and fully paid) to be admitted to trading on the regulated market of the Irish Stock Exchange. It is expected that admission to the Official List and to the Irish Official List will become effective and that dealings in the Rights Issue Shares will commence on the London Stock Exchange and on the Irish Stock Exchange, nil paid, on 23 June 2008. No application is currently intended to be made for the Rights Issue Shares to be admitted to listing or dealt with on any other exchange. The latest time and date for acceptance and payment in full of entitlements under the Rights Issue is expected to be 11.00 a.m. on 14 July 2008. The procedure for acceptance and payment is set out in Part 7 of this document and, for Qualifying non-CREST Shareholders only, will also be set out in full in the Provisional Allotment Letter. Qualifying CREST Shareholders should refer to Part 7 of this document. Certain information in relation to the Company and the Group is incorporated by reference into this document. You should refer to Part 11 of this document for further details. CONTENTS Page PART 1: SUMMARY......................................................................................................... 3 PART 2: RISK FACTORS................................................................................................. 9 PART 3: EXPECTED TIMETABLE OF PRINCIPAL EVENTS, RIGHTS ISSUE 15 STATISTICS, COMPANY DETAILS AND GENERAL INFORMATION... PART 4: LETTER FROM THE CHAIRMAN OF UTV MEDIA PLC ......................... 20 PART 5: INFORMATION ON THE GROUP ................................................................. 28 PART 6: OPERATING AND FINANCIAL REVIEW OF THE GROUP ..................... 42 PART 7: TERMS AND CONDITIONS OF THE RIGHTS ISSUE................................ 55 PART 8: FINANCIAL INFORMATION RELATING TO THE GROUP .................... 70 PART 9: UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE 71 GROUP................................................................................................................ PART 10: ADDITIONAL INFORMATION ...................................................................... 76 PART 11: DOCUMENTS INCORPORATED BY REFERENCE .................................... 101 PART 12: DEFINITIONS.................................................................................................... 102 PART 13: NOTICE OF GENERAL MEETING................................................................ 106 2 PART 1 SUMMARY This summary should be read solely as an introduction to this document. Any decision to invest in Rights Issue Shares and/or Nil Paid Rights and/or Fully Paid Rights and/or to take up any entitlements under the Rights Issue should be based on consideration of this document (and the documents incorporated by reference) as a whole. Where any claim relating to information contained in this document is brought before a court in a member state of the European Economic Area, the claimant investor might, under the national legislation of the member state where the claim is brought, have to bear the costs of translating this document before any legal proceedings are initiated. Civil liability attaches to the Company and the Directors who are responsible for the contents of this summary, including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document. 1. INTRODUCTION UTV announced today that, subject to the passing of the Resolutions, it proposes to raise approximately £46.7 million (net of expenses) by the issue of 38,361,011 Rights Issue Shares by way of the Rights Issue. The Rights Issue will be undertaken on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares held at the Record Date at the Rights Issue Price of 130 pence per Rights Issue Share. The Rights Issue Price of 130 pence per Rights Issue Share represents a discount of approximately 39.0% to the middle-market price per Existing Ordinary Share of 213 pence on 3 June 2008, the last business day before the announcement of the Rights Issue. Other than in relation to an aggregate of 662,237 Rights Issue Shares in respect of which all of the Directors have irrevocably undertaken to take up their rights pursuant to the Rights Issue, the Rights Issue has been fully underwritten by the Joint Underwriters on and subject to the terms of the Underwriting Agreement. 2. OVERVIEW OF THE GROUP UTV Media is the holding company of a media group which owns radio, television and multimedia assets in Great Britain and Ireland. The Group’s assets in Ireland include