Statement re: Merger Approach

SMG PLC
11 December 2006



                                                                11 December 2006


                             For immediate release

                                    SMG plc

                         Statement re: Merger Approach


The Board of SMG plc ('SMG', the 'Group') confirms that it has received a
further approach from UTV plc ('UTV') regarding a possible nil premium merger of
SMG and UTV, based on relative market values.


As a result SMG has entered into discussions with the UTV Board which may or may
not lead to a merger.


This statement is made without UTV's consent. There can be no certainty that an
offer will be made nor as to the terms on which any offer might be made.


In addition the search process for a new CEO for SMG has been suspended while
merger discussions progress.


The Board also reports that good progress is being made on the disposals of
Primesight and Pearl & Dean.  Discussions with the Group's lenders are
proceeding well and constructive discussions have taken place with the Group's
pensions trustees regarding future funding.  Further announcements on these
topics will be made in due course.


Further Enquiries:


Citigroup                            Tel: [phone]

Matthew Smith


Brunswick                            Tel: [phone]

James Hogan

Simon Sporborg

Ash Spiegelberg


Citigroup Global Markets Limited ('Citigroup') is acting for SMG and no-one else
in relation to the approach referred to in this announcement and will not be
responsible to anyone other than SMG for providing the protections afforded to
customers of Citigroup or for giving advice in relation to the matters referred
to in this announcement.



'Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of UTV or of SMG, 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 pm (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' 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 UTV or of SMG, 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 UTV or of SMG by UTV or SMG, or by any of their respective '
associates', must be disclosed by no later than 12.00 noon (London time) on the
London 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 Takeover 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 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.'


                      This information is provided by RNS
            The company news service from the London Stock Exchange