Result of Tender Offer

RNS Number : 3797E

SMG PLC

26 September 2008

SMG plc

To be released 26 September 2008

SMG plc: Result of Tender Offer

SMG plc ('SMG' or the 'Company') announces the result of the Tender Offer which closed at 1.00pm on 25 September 2008 following shareholder approval at a General Meeting of the Company held on 23 September 2008.

The strike price for the Tender Offer is 13.0 pence per SMG Share. All valid tenders of each shareholder's first 10,000 SMG Shares or less which were submitted as Strike Price tenders or at prices below the Strike Price have been accepted in full. All other valid tenders which were submitted at a price below the Strike Price have also been accepted in full, whilst valid tenders submitted at the Strike Price have been accepted, subject to pro rata scale back so that approximately 48.7 per cent. of such ordinary shares will be repurchased. Tenders at prices above 13.0 pence have not been accepted. SMG Shareholders will be notified individually of the result of their tenders.

Following the Tender Offer, 230,769,197 SMG Shares (representing approximately 24.3 per cent of the issued share capital of SMG) will be repurchased at a total cost of approximately £30.0 million. All SMG Shares repurchased pursuant to the Tender Offer will be cancelled. Following such cancellation, the number of SMG Shares in issue is expected to be 720,382,690.

It is expected that proceeds in respect of SMG Shares repurchased pursuant to the Tender Offer will be despatched by cheque or credited to CREST accounts, as appropriate, by 1 October 2008.

As a result of the shareholder approval obtained on 23 September, the Company will effect a share consolidation pursuant to which SMG Shareholders will receive 1 New SMG Share for every 20 existing SMG Share registered in their name. Following the Share Consolidation, the number of ordinary shares in issue will be 36,019,135. Arrangements have been put in place for the sale of all fractional entitlements arising from the share consolidation to be aggregated and sold in the market for the benefit of the Company. As a result, the Company will be donating an equivalent amount of money to charity. The Company will also change its name to stv group plc effective from 1 October 2008.

Full details of the Tender Offer to purchase SMG Shares up to a maximum value of £30 million, the Share Consolidation and Change of Name were set out in the circular to shareholders dated 5 September 2008.