Recommended Acquisition of GCap Media Plc by Global Radio Acquisitions Limited (A Company Owned by Global Radio UK Limited) - Posting of Scheme Document

Recommended Acquisition of GCap Media Plc by Global Radio Acquisitions Limited (A Company Owned by Global Radio UK Limited) - Posting of Scheme Document

LONDON, April 22/PRNewswire/ --

- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

On 31 March 2008, the boards of directors of GCap Media Plc ("GCap") and Global Radio UK Limited ("Global Radio") announced that they had reached agreement on the terms of a recommended cash acquisition by Global Radio Acquisitions Limited ("Global Radio Acquisitions ") of the entire issued and to be issued share capital of GCap, to be effected by means of a Court-sanctioned scheme of arrangement under section 895 of the Companies Act 2006 (the "Scheme").

The board of GCap announces that the Scheme Document which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with the action to be taken by GCap Shareholders, is being posted to GCap Shareholders today.

Notices convening the Court Meeting and the Extraordinary General Meeting to be held at the offices of Freshfields Bruckhaus Deringer, Northcliffe House, 28 Tudor Street, London EC4Y 0AY on Thursday 15 May 2008 at 10.30 a.m. and 10.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, are contained in the Scheme Document.

Subject to the satisfaction or waiver of the Conditions of the Scheme, it is currently expected that:

* the shareholder voting record time in respect of the Court Meeting and Extraordinary General Meeting will be 6.00 p.m. on 13 May 2008;

* the last day of dealings in, and for registration of transfers of, GCap Shares will be 4 June 2008;

* the date on which the Court will sanction the Scheme and approve the related reduction of capital will be 5 June 2008; and

* the Scheme and related reduction of capital will become effective on 6 June 2008.

If any of these expected dates change, GCap will give adequate notice of the change by issuing an announcement through a Regulatory Information Service.

Unless the context otherwise requires, terms defined in the announcement dated 31 March 2008 have the same meaning in this announcement.

Copies of the Scheme Document will be available on the investor relations section of the GCap website www.gcapmedia.com from 22 April 2008.

This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be made solely through the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any acceptance or other response to the Transaction should be made only on the basis of the information in the Scheme Document.

Credit Suisse, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as joint financial adviser and joint corporate broker exclusively to GCap and no one else in connection with the Transaction and will not be responsible to anyone other than to GCap for providing the protections offered to clients of Credit Suisse nor for providing advice in relation to the Transaction or any other matter referred herein.

Landsbanki, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as joint financial adviser and joint corporate broker to GCap and no one else in connection with the Transaction and will not be responsible to anyone other than to GCap for providing the protections afforded to the clients of Landsbanki nor for providing advice in relation to the Transaction or any other matter referred to herein.

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

US Holders should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act") and will be governed by English law. Accordingly, neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Document will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of GCap, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or when the "offer period" for the purposes of the Code otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of GCap, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of GCap by Global Radio Acquisitions or GCap, or by any of their respective "associates", must be disclosed by no later than 12:00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks within this Section headed "Dealing Disclosure Requirements" are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 you should consult the Panel.

          For further information:      GCap Media plc:     Richard Eyre     Fru Hazlitt     Wendy Pallot     Jane Wilson     Tel: +44-20-7054-8125/+44-7875-871068      Credit Suisse (joint financial adviser and corporate broker to GCap):     Gillian Sheldon     Zachary Brech     John Hannaford (Corporate Broking)     Tel: +44-20-7888-8888      Landsbanki (joint financial adviser and corporate broker to GCap):     Andrew Tuckey     Heraclis Economides     Tel: +44-20-7426-9000      Finsbury (PR adviser to GCap):     Guy Lamming     Don Hunter     Tel: +44-20-7251-3801  

Source: GCap Media PLC

For further information: GCap Media plc: Richard Eyre, Fru Hazlitt, Wendy Pallot, Jane Wilson, Tel: +44-20-7054-8125/+44-7875-871068. Credit Suisse (joint financial adviser and corporate broker to GCap): Gillian Sheldon, Zachary Brech, John Hannaford (Corporate Broking), Tel: +44-20-7888-8888. Landsbanki (joint financial adviser and corporate broker to GCap): Andrew Tuckey, Heraclis Economides, Tel: +44-20-7426-9000. Finsbury (PR adviser to GCap): Guy Lamming, Don Hunter, Tel: +44-20-7251-3801

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Profile: International Entertainment