Acquisition

ITV PLC
27 April 2005

27 April 2005

                          ITV plc acquires SDN Limited



ITV plc announced today that it has acquired SDN Limited (SDN) from United
Business Media plc (UBM) and S4C Digital Media Limited (S4C).  The cost of the
acquisition is £134 million in cash payable on completion. There is also a
deferred contingent consideration of up to £15 million dependent upon the
outcome of Ofcom's ruling relating to the pricing of the five channels licensed
to Channel 5 from SDN expected in the next few months.



SDN, a UK digital terrestrial television (DTT) multiplex operator, holds a
licence from Ofcom to broadcast channels over specified bandwidths on Multiplex
A, one of the six multiplexes on the DTT platform that is principally used by
Freeview channels.



Charles Allen, CEO of ITV plc said:



'This acquisition is another step in ITV's strategic development and positions
it well for future growth.   Initially, ITV will benefit from a new source of
revenue but, critically, this ensures that ITV has the opportunity for future
capacity on the digital platform where its highly successful family of channels
performs best.'



Multiplex A presently broadcasts 10 channels and existing customers include
Channel 5, Disney, QVC and Teletext.



This acquisition is expected to be earnings enhancing to ITV plc from day one.
The acquisition of SDN gives ITV access to a new source of revenue from the
channels occupying the multiplex, which is expected to grow in line with
Freeview.  It also offers ITV potential for additional broadcast capacity from
2010 and technological advances may allow an extra channel to be added to
Multiplex A in 2007.



ITV presently has five channels on Freeview - four on Multiplex 2 and the fifth
on Multiplex D, recently acquired through an auction process conducted by Crown
Castle.



Transmission, distribution and other services required by SDN to operate under
its licence are provided by ntl. Ntl is also the current technology partner for
the multiplex ITV shares with Channel 4 (Multiplex 2).



'We look forward to working more closely with ntl across the two multiplexes',
added Charles Allen.


Notes to editors



In January 2005, a consortium led by Macquarie Communications Infrastructure
Group acquired ntl Broadcast which had a 33% shareholding in SDN.  Under the
provisions of the SDN Shareholders' Agreement and Articles of Association, the
other two shareholders, UBM and S4C, had the right to purchase ntl Broadcast's
shareholding upon change of control.  UBM and S4C subsequently entered into a
definitive agreement with ITV to sell these shares for £134 million, subject to
adjustments to reflect SDN's working capital balances.



SDN Limited

SDN Limited holds the licence to operate Multiplex A (Mux A), one of the six DTT
multiplexes.  Mux A currently transmits 10 channels:



1.                  five

2.                  QVC/S4C

3.                  UKTV Gold*/Boomerang*

4.                  Bid TV/S4C2

5.                  Price-Drop TV/Screenshop

6.                  TCM/ABC1

7.                  Discovery*/Discovery H&L*

8.                  Teletext Holidays

9.                  UKTV Style*/ Cartoon Network*

10.                 xtraview*



SDN contracts directly with the non-asterisked channel customers above and via
Channel 5 for the others.  For most of its direct customers - which are shopping
/transaction based operations - SDN earns a fixed minimum revenue guarantee,
which is inflation-linked, and a variable revenue stream based on a percentage
of net revenues earned by the channels from transactions with DTT customers.
These variable revenues are forecast to experience significant growth, driven by
rapid increase in DTT platform penetration and an increase in average spend per
household.



Most of the existing customer contracts run until the end of the current licence
period (15 November 2010).



FOR FURTHER INFORMATION PLEASE CONTACT:

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Citigate Dewe Rogerson

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Anthony Kennaway


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