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Wireless Group PLC (TWG)

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Monday 19 January, 2004

Wireless Group PLC

Offer for Forever Broadcast.

Wireless Group PLC
19 January 2004



   Not for release, publication or distribution in or into the United States,
              Canada, Australia, the Republic of Ireland or Japan

19 January 2004

                      Recommended offer by Panmure Gordon

                on behalf of The Wireless Group plc ('Wireless')

                                      for

               Forever Broadcasting plc ('Forever Broadcasting')



THE WIRELESS GROUP PLC TO REINFORCE ITS POSITION IN THE LOCAL RADIO MARKET WITH
              THE PROPOSED ACQUISITION OF FOREVER BROADCASTING PLC

                                 KEY HIGHLIGHTS

    - Wireless to make a share offer with cash alternative for Forever
    Broadcasting which is being recommended by the board of Forever Broadcasting

    - The share offer values Forever Broadcasting at £8.1 million or 37.6 pence
    per share

    - Under the cash alternative, Forever Broadcasting Shareholders will receive
    31.6 pence for each Forever Broadcasting Share held

    - The value of the share offer equates to 2.2 times Forever Broadcasting's
    turnover from continuing operations for the year ended 30 September 2003

    - Forever Broadcasting owns three local radio stations in Chesterfield,
    Wolverhampton and Bolton/Bury; the proposed acquisition will complement
    Wireless's existing portfolio of 13 local radio stations

    - Wireless will bring its management resource to the three stations and
    improve their operating performance

    -  Wireless currently owns 16.1 per cent of Forever Broadcasting

    -  Irrevocable undertakings to accept the Offer have been received from all
    of the directors of Forever Broadcasting (and certain of their connected
    persons) in respect of 8.7 per cent of Forever Broadcasting Shares

Commenting on the Offer, Kelvin MacKenzie, Chairman and Chief Executive of
Wireless, said today:

'This is a superb acquisition for Wireless that fits well with our strategy of
growing a profitable local radio group. There will be considerable benefits for
all stakeholders in our companies as we strengthen further Wireless's position
as a real force in local radio in the UK.'

John Josephs, Chairman of Forever Broadcasting, said:

'The Forever Broadcasting board believes that the Offer represents a
satisfactory conclusion to the strategic review process initiated in September
2002. It provides Forever Broadcasting shareholders with the choice of remaining
investors in radio or realising their investment for cash whilst allowing our
staff to benefit from enhanced career opportunities by being part of the larger
Wireless Group.'

Enquiries:

The Wireless Group plc        020 7959 7900

Kelvin MacKenzie, Chairman and Chief Executive
Keith Sadler, Finance Director

Panmure Gordon                020 7187 2000

Richard Potts
Mark Lander

Bell Pottinger Financial      020 7861 3232

David Rydell
Luke Morton

Forever Broadcasting plc      0191 281 1222

John Josephs, Chairman

Baird                         020 7488 1212

Matt Davis

The full announcement from which this summary is extracted has been issued on
behalf of the directors of Wireless by Panmure Gordon. This summary should be
read in conjunction with the full announcement.

Panmure Gordon, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for Wireless in connection with the
Offer and no-one else and will not be responsible to anyone other than Wireless
for providing the protections afforded to customers of Panmure Gordon, nor for
giving advice in relation to the Offer.

Baird, which is regulated in the United Kingdom by The Financial Services
Authority, is acting exclusively for Forever Broadcasting in connection with the
Offer and no-one else and will not be responsible to anyone other than Forever
Broadcasting for providing the protections afforded to customers of Baird, nor
for giving advice in relation to the Offer.

The Offer (including the Cash Alternative) will not be made, directly or
indirectly, in or into, or by use of the mails of or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or internet) of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States nor will it
be made in or into Canada, Australia, the Republic of Ireland or Japan and the
Offer (including the Cash Alternative) will not be capable of acceptance by any
such use, means, instrumentality or facilities or from within the United States,
Canada, Australia, the Republic of Ireland or Japan. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia, the Republic of Ireland or
Japan. Custodians, nominees and trustees should observe these restrictions.

This announcement does not constitute, or form part of, any offer for, or
solicitation of, any securities. Any acceptance or response to the Offer should
be made only on the basis of the information contained in the Offer Document.





   Not for release, publication or distribution in or into the United States,
              Canada, Australia, the Republic of Ireland or Japan

19 January 2004

                      Recommended offer by Panmure Gordon

                on behalf of The Wireless Group plc ('Wireless')

                                      for

               Forever Broadcasting plc ('Forever Broadcasting')

    -  The board of directors of each of Wireless and Forever Broadcasting
    announce that they have reached agreement on the terms of a recommended
    offer (the 'Offer'), to be made by Panmure Gordon on behalf of Wireless, to
    acquire all of the issued and to be issued ordinary share capital of Forever
    Broadcasting not already held by Wireless or a subsidiary of Wireless.

    - The Offer will be a share offer with a cash alternative (the 'Cash
    Alternative').

    -  Under the terms of the Offer, each Forever Broadcasting Shareholder will
    receive 0.356 of a New Wireless Share for each Forever Broadcasting Share
    held, valuing the existing issued ordinary share capital of Forever
    Broadcasting at approximately £8.1 million and each Forever Broadcasting
    Share at 37.6 pence.

    - The Offer price of 37.6 pence per Forever Broadcasting Share represents a
    premium of approximately 53.3 per cent over the closing middle market price
    for a Forever Broadcasting Share of 24.5 pence on 16 January 2004, the last
    business day prior to the announcement of the Offer, and approximately 56.5
    per cent over the closing middle market price for a Forever Broadcasting
    Share of 24 pence on 12 November 2002, the last business day prior to the
    date on which Forever Broadcasting announced that it had decided to commence
    discussions with potential investors.

    - Under the terms of the Cash Alternative, each Forever Broadcasting
    Shareholder will receive 31.6 pence in cash for each Forever Broadcasting
    Share held, valuing the existing issued ordinary share capital of Forever
    Broadcasting at approximately £6.8 million.

    - The Cash Alternative price of 31.6 pence per Forever Broadcasting Share
    represents a premium of approximately 29.0 per cent over the closing middle
    market price for a Forever Broadcasting Share of 24.5 pence on 16 January
    2004, the last business day prior to the date of this announcement, and
    approximately 31.7 per cent over the closing middle market price for a
    Forever Broadcasting Share of 24 pence on 12 November 2002, the last
    business day prior to the date on which Forever Broadcasting announced that
    it had decided to commence discussions with potential investors.

    - The directors of Forever Broadcasting, who have been so advised by Baird,
    consider the terms of the Offer to be fair and reasonable. Accordingly, the
    directors of Forever Broadcasting will unanimously recommend Forever
    Broadcasting Shareholders to accept the Offer in respect of all their
    Forever Broadcasting Shares. In providing advice to the directors of Forever
    Broadcasting, Baird has taken into account the directors' commercial
    assessments.

    - Wireless has received irrevocable undertakings to accept the Offer from
    all the directors of Forever Broadcasting (and certain of their connected
    persons) in respect of their entire beneficial holdings amounting to
    1,868,950 Forever Broadcasting Shares, representing approximately 8.7 per
    cent, in aggregate, of the existing issued ordinary share capital of Forever
    Broadcasting.



1. Introduction

The board of directors of each of Wireless and Forever Broadcasting announce
that they have reached agreement on the terms of a recommended offer, to be made
by Panmure Gordon on behalf of Wireless, to acquire all of the issued and to be
issued ordinary share capital of Forever Broadcasting not already held by
Wireless or any subsidiary of Wireless.

The Offer will be a share offer with a Cash Alternative, on the terms and
subject to the conditions set out in Appendix I and to be set out in the Offer
Document and in the Form of Acceptance.

The Offer values each Forever Broadcasting Share at 37.6 pence and the existing
issued ordinary share capital of Forever Broadcasting at approximately £8.1
million. The Cash Alternative will be made at a price of 31.6 pence per Forever
Broadcasting Share and values the existing issued ordinary share capital of
Forever Broadcasting at approximately £6.8 million.


2. Recommendation and irrevocable undertakings

The directors of Forever Broadcasting, who have been so advised by Baird,
consider the terms of the Offer to be fair and reasonable. Accordingly, the
directors of Forever Broadcasting will unanimously recommend Forever
Broadcasting Shareholders to accept the Offer in respect of all their Forever
Broadcasting Shares, as they have irrevocably undertaken to do in respect of
their own beneficial holdings amounting to 1,868,950 Forever Broadcasting
Shares, representing approximately 8.7 per cent, in aggregate, of Forever
Broadcasting's existing issued ordinary share capital. In providing advice to
the directors of Forever Broadcasting, Baird has taken into account the
commercial assessments of the directors of Forever Broadcasting.

Wireless has received irrevocable undertakings to accept the Offer from all the
directors of Forever Broadcasting (and certain of their connected persons) in
respect of their entire beneficial holdings amounting to 1,868,950 Forever
Broadcasting Shares, representing approximately 8.7 per cent, in aggregate, of
the existing issued ordinary share capital of Forever Broadcasting. The terms of
the irrevocable undertakings require acceptance of the Offer even if a competing
or higher offer is made by a third party. Such undertakings will cease to be
binding only if the Offer lapses or is withdrawn.


3. The Offer

On behalf of Wireless, Panmure Gordon will offer to acquire, on the terms and
subject to the conditions set out in Appendix 1 and to be set out in the Offer
Document and in the Form of Acceptance, all of the issued and to be issued
ordinary share capital of Forever Broadcasting. The Offer will be a share offer
with a Cash Alternative.

The Offer is being made on the following basis:

   For every one Forever Broadcasting        0.356 of a New Wireless
                Share                                Share

Based on the closing middle market quotation of a Wireless Share (as derived
from the Official List) of 105.5 pence on 16 January 2004, the last business day
prior to the date of this announcement, the Offer values each Forever
Broadcasting Share at 37.6 pence and the whole of Forever Broadcasting's
existing issued ordinary share capital at approximately £8.1 million.

The Offer price of 37.6 pence per Forever Broadcasting Share represents a
premium of approximately 53.3 per cent over the closing middle market price for
a Forever Broadcasting Share of 24.5 pence on 16 January 2004, the last business
day prior to the date of this announcement and approximately 56.5 per cent over
the closing middle market price for a Forever Broadcasting Share of 24 pence on
12 November 2002, the last business day prior to the date on which Forever
Broadcasting announced that it had decided to commence discussions with
potential investors.

The Offer will extend to any Forever Broadcasting Shares unconditionally issued
or allotted while the Offer remains open for acceptance or prior to such earlier
date as Wireless may, subject to the City Code, decide, including any Forever
Broadcasting Shares unconditionally issued or allotted or acquired pursuant to
the exercise of options granted under the Forever Broadcasting Share Option
Schemes.

Forever Broadcasting Shares which are subject to the Offer will be acquired by
Wireless fully paid and free from all liens, equities, charges, encumbrances and
other interests and together with all rights now or hereafter attaching to them
including, without limitation, the right to receive and retain any dividend and
other distribution declared, made or paid on or after the date of this
announcement.

The New Wireless Shares issued pursuant to the Offer will be issued credited as
fully paid and free from all liens, equities, charges, encumbrances and other
interests and will rank pari passu in all respects with the existing Wireless
Shares including the right to receive and retain all dividends and other
distributions declared, made or paid on or after the date of this announcement.

Fractions of New Wireless Shares will not be allotted or issued to Accepting
Forever Broadcasting Shareholders, but will be disregarded and entitlements
rounded down to the nearest whole number of New Wireless Shares.

Full acceptance of the Offer, assuming no elections are made by Accepting
Forever Broadcasting Shareholders to receive cash under the Cash Alternative,
would result in the issue of approximately 6.4 million New Wireless Shares,
representing approximately 8.3 per cent of Wireless's enlarged issued ordinary
share capital.

Application will be made for the New Wireless Shares to be admitted to listing
on the Official List of the UK Listing Authority and to trading on the London
Stock Exchange. The New Wireless Shares will not be registered under the United
States Securities Act of 1933, as amended.


4. The Cash Alternative

Accepting Forever Broadcasting Shareholders may elect to receive cash instead of
all of the New Wireless Shares to which they would otherwise be entitled under
the Offer. To the extent that an Accepting Forever Broadcasting Shareholder
validly elects for the Cash Alternative, he or she will receive:

  31.6 pence in cash           for each Forever Broadcasting Share

The Cash Alternative values the whole of Forever Broadcasting's existing issued
ordinary share capital at approximately £6.8 million.

The Cash Alternative price of 31.6 pence per Forever Broadcasting Share
represents a premium of approximately 29.0 per cent over the closing middle
market price for a Forever Broadcasting Share of 24.5 pence on 16 January 2004,
the last business day prior to the date of this announcement and approximately
31.7 per cent over the closing middle market price for a Forever Broadcasting
Share of 24 pence on 12 November 2002, the last business day prior to the date
on which Forever Broadcasting announced that it had decided to commence
discussions with potential investors.


5. Information on Wireless

Wireless is one of the leading commercial radio broadcasters in the UK. Its
principal operations comprise talkSPORT, the national sports station, and a
collection of regional and local radio stations.

talkSPORT, formerly known as Talk Radio, is one of the UK's three national
commercial analogue radio stations, having been broadcasting nationally since
February 1995. In January 2000, Wireless obtained permission from the Radio
Authority to change the format of the station from a mixture of news, views and
current affairs to a sport-focused station.

On 19 December 2003, Wireless announced the results of the latest GfK electronic
research methodology that measures accurately radio audiences. These show
talkSPORT with 6.6 million listeners or 15% reach (reach represents all
potential 15+ adult listeners), making talkSPORT the largest national commercial
radio station in the UK.

Wireless owns 13 local radio stations. The largest of these stations are Signal,
based in Stoke, Pulse, based in Bradford and Swansea Sound/The Wave. Wireless
has a grouping of stations in the North West of England including Blackpool,
Wigan, St. Helens, Warrington and Stockport and two stations in Scotland, Q FM
at Paisley and Wave 102 FM at Dundee. Based on information extracted from the
audited accounts of Wireless for the year ended 31 December 2002, the local
stations produced an operating profit of £3.7 million before goodwill
amortisation, digital expenditure, one off costs and apportionment of central
costs. Based on information extracted from the interim statement of Wireless for
the six months to 30 June 2003, the local stations produced, at the same line,
an operating profit of £2.4 million.

As well as broadcasting talkSPORT on the Digital One national digital multiplex,
Wireless also has significant shareholdings in digital multiplexes: 92.0% of the
Central Scotland and Aberdeen multiplexes, 80.5% of the London II and 23.6% of
London III digital multiplexes. In a venture with EMAP, Wireless also has
significant shareholdings in regional multiplexes based in Huddersfield and
Bradford, Stoke and Swansea.

In the year ended 31 December 2002, turnover of Wireless was £28.5 million,
operating loss was £19.0 million and loss on ordinary activities before taxation
was £20.3 million. As at 31 December 2002, shareholders' funds were £31.0
million. For the six months ended 30 June 2003, turnover of Wireless was £14.8
million, operating loss was £5.6 million and loss before ordinary activities was
£6.5 million.


6. Wireless's current trading

On 24 November 2003, Wireless announced that revenues for talkSPORT were up 28%
in September 2003, up 42% in October 2003 and up 38% in November 2003 compared
to the comparable periods in 2002. The local radio operations reported revenue
increases of 11% in September 2003, 23% in October 2003 and 19% in November 2003
compared to the comparable periods in 2002.

December 2003 revenues for Wireless are in line with budget and costs remain
under control. The board of Wireless is satisfied with the group's performance.


7. Information on Forever Broadcasting

Forever Broadcasting owns and operates a portfolio of local radio stations
comprising Peak 107 FM based in Chesterfield, 107.7 The Wolf based in
Wolverhampton and Tower 107.4 FM based in Bolton/Bury. Forever Broadcasting was
incorporated in England and Wales in September 1999 and is listed on the
Alternative Investment Market of the London Stock Exchange.

For the year ended 30 September 2003, Forever Broadcasting's consolidated
turnover was £5.4 million (2002: £3.8 million), its consolidated adjusted
operating loss (before goodwill, amortisation, restructuring costs and licence
application costs) was £0.7 million (2002: £2.1 million) and its consolidated
loss on ordinary activities before taxation (but after goodwill amortisation and
exceptional items) was £4.8 million (2002: loss of £8.4 million). The
consolidated net assets of Forever Broadcasting as at 30 September 2003 were
£6.5 million (2002: £11.3 million). As at 30 November 2003, Forever Broadcasting
had net debt of £1.0 million.


8. Background to and reasons for the Offer

Wireless has been a long term shareholder in Forever Broadcasting and has
supported the management over a number of years. The directors of Wireless
believe the proposed acquisition will consolidate its holding and bring combined
management skills to the enlarged group. Wireless has shown that it has the
skills to manage and operate profitably local radio stations. Wireless's
strategy is to bring its management resource to the three stations operated by
Forever Broadcasting and to improve their operating performance.

Further duplications in administration and management will be rationalized,
reducing overhead costs and releasing additional resources for reinvestment into
the three stations.

Forever Broadcasting will benefit from being part of a larger group, which will
give staff and management opportunities to develop.

Forever Broadcasting's stations fit geographically with Wireless's existing
portfolio of radio stations in the Midlands and North West.


9. Management and employees of Forever Broadcasting

Wireless has given assurances to the board of directors of Forever Broadcasting
that, on the Offer becoming or being declared unconditional in all respects, the
existing rights, including pension rights, of all employees of Forever
Broadcasting will be fully safeguarded.


10. Inducement Fee

In the event of a higher competing offer for Forever Broadcasting Shares
becoming or being declared wholly unconditional before the Offer has lapsed,
been withdrawn or become unconditional as to acceptances, Forever Broadcasting
has agreed to pay Wireless a fee equal to 1% of the Offer value.


11. Financing of the Offer

Wireless has entered into a committed £7 million medium term loan facility
agreement (subject to certain conditions) with Barclays Bank PLC, out of which,
inter alia, the Cash Alternative will be funded. Under the terms of this
agreement, Wireless may not, without the prior written consent of Barclays Bank
PLC, declare the Offer unconditional as to acceptances at a level of acceptances
of less than 90 per cent. of the Forever Broadcasting Shares to which the Offer
relates. In addition, the prior written consent of Barclays Bank PLC is required
if Wireless wishes to waive any material condition or make any amendment to any
material term or condition of the Offer.


12. Forever Broadcasting Share Option Schemes

The Offer will extend to Forever Broadcasting Shares unconditionally issued or
allotted while the Offer remains open for acceptance or prior to such earlier
date as Wireless may, subject to the City Code, decide, including any Forever
Broadcasting Shares unconditionally issued or allotted or acquired pursuant to
the exercise of options granted under the Forever Broadcasting Share Option
Schemes.

Appropriate proposals will be made, in due course, to holders of options over
Forever Broadcasting Shares under the Forever Broadcasting Share Option Schemes
once the Offer becomes or is declared unconditional in all respects.


13. Regulatory consents and Wireless shareholder approval

The Offer is subject to certain regulatory confirmations being obtained. In
particular, the Offer is subject to OFCOM having indicated, in terms
satisfactory to Wireless, that it is not the intention of OFCOM to vary the
local sound broadcasting licence granted to any member of the Forever
Broadcasting Group by the Radio Authority under Part III of the Broadcasting Act
1990 (as amended by the Broadcasting Act 1996 and the Communications Act 2003).

In order to effect the Offer it will be necessary for Wireless shareholders to
approve a resolution to confer authority on the directors of Wireless to allot
and issue the New Wireless Shares. The necessary resolution will be put to an
extraordinary general meeting of Wireless. The board of directors of Wireless
intend unanimously to recommend Wireless shareholders to vote in favour of such
resolution. Further details of this meeting will be sent to Wireless
shareholders in due course.


14. Disclosure of interests in Forever Broadcasting

Wireless currently owns 2,096,666 Forever Broadcasting Shares. The Wireless
Group (ILRS) Limited, a subsidiary of Wireless, currently owns 1,375,226 Forever
Broadcasting Shares.

Save as set out above, neither Wireless, nor any of its directors, nor, so far
as Wireless is aware, any person deemed to be acting in concert with it, owns or
controls any Forever Broadcasting Shares or has any option to acquire any
Forever Broadcasting Shares, or has entered into any derivative referenced to
securities of Forever Broadcasting which remains outstanding.


15. Compulsory acquisition and cancellation of admission of Forever
    Broadcasting Shares to AIM

If Wireless receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Forever Broadcasting Shares to which the
Offer relates, Wireless will exercise its rights pursuant to the provisions of
sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire
compulsorily the remaining Forever Broadcasting Shares to which the Offer
relates. As soon as it is appropriate and possible to do so and subject to the
Offer becoming or being declared unconditional in all respects, Wireless intends
to procure the making of an application by Forever Broadcasting to the London
Stock Exchange for the cancellation of admission to AIM of Forever Broadcasting
Shares. It is anticipated that cancellation of admission will take effect no
earlier than 20 business days after the Offer becomes unconditional in all
respects. The cancellation of admission to AIM of Forever Broadcasting Shares
would significantly reduce the liquidity and marketability of any Forever
Broadcasting Shares not assented to the Offer.


16. Responsibility for information in this announcement

The directors of Forever Broadcasting accept responsibility for the information
contained in this announcement relating to Forever Broadcasting and the
directors of Forever Broadcasting. To the best of the knowledge and belief of
the directors of Forever Broadcasting (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.

The directors of Wireless accept responsibility for all other information
contained in this announcement. To the best of the knowledge and belief of the
directors of Wireless (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.


17. Offer Document

Panmure Gordon, which is acting as financial adviser to Wireless, will despatch
the formal Offer Document setting out details of the Offer and the Form of
Acceptance to Forever Broadcasting Shareholders and, for information only, to
participants in the Forever Broadcasting Share Option Schemes, as soon as
practicable and in any event within 28 days from the date of this announcement.

Appendix I contains the conditions and certain further terms of the Offer.
Appendix II contains definitions of terms used in this announcement.



Enquiries:

The Wireless Group plc        020 7959 7900

Kelvin MacKenzie, Chairman and Chief Executive
Keith Sadler, Finance Director

Panmure Gordon                020 7187 2000

Richard Potts
Mark Lander

Bell Pottinger Financial      020 7861 3232

David Rydell
Luke Morton

Forever Broadcasting plc      0191 281 1222

John Josephs, Chairman

Baird                         020 7488 1212

Matt Davis

This announcement has been issued on behalf of Wireless by Panmure Gordon.

Panmure Gordon, which is regulated in the United Kingdom by The Financial
Services Authority, is acting exclusively for Wireless in connection with the
Offer and no-one else and will not be responsible to anyone other than Wireless
for providing the protections afforded to customers of Panmure Gordon, nor for
giving advice in relation to the Offer.

Baird, which is regulated in the United Kingdom by The Financial Services
Authority, is acting exclusively for Forever Broadcasting in connection with the
Offer and no-one else and will not be responsible to anyone other than Forever
Broadcasting for providing the protections afforded to customers of Baird, nor
for giving advice in relation to the Offer.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by laws or applicable regulations of the relevant
jurisdiction in which they are resident. Such persons who are not resident in
the United Kingdom should inform themselves about, and observe, any applicable
requirements.

The Offer (including the Cash Alternative) will not be made, directly or
indirectly, in or into, or by use of the mails of or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone or internet) of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States nor will it
be made in or into Canada, Australia, the Republic of Ireland or Japan and the
Offer (including the Cash Alternative) will not be capable of acceptance by any
such use, means, instrumentality or facilities or from within the United States,
Canada, Australia, the Republic of Ireland or Japan. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia, the Republic of Ireland or
Japan. Custodians, nominees and trustees should observe these restrictions.

This announcement does not constitute, or form part of, any offer for, or
solicitation of, any securities. Any acceptance or response to the Offer should
be made only on the basis of the information contained in the Offer Document.




                                   APPENDIX 1

               CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER



The Offer will be subject to the following conditions, will comply with the
applicable rules and regulations of the City Code, the UK Listing Authority and
the London Stock Exchange, will be governed by English law and will be subject
to the jurisdiction of the courts of England:

(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00pm (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as Wireless may, subject to the rules of the
City Code, decide) in respect of not less than 90 per cent (or such lower
percentage as Wireless may decide) in nominal value of the Forever Broadcasting
Shares to which the Offer relates, provided that this condition will not be
satisfied unless Wireless and/or its wholly owned subsidiaries shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise)
Forever Broadcasting Shares carrying in aggregate more than 50 per cent of the
voting rights then normally exercisable at a general meeting of Forever
Broadcasting, including for this purpose (except to the extent otherwise agreed
by the Panel) any such voting rights attaching to any Forever Broadcasting
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise; and for this
purpose:

 i. •the expression 'Forever Broadcasting Shares to which the Offer relates'
    shall be construed in accordance with sections 428 to 430F of the Companies
    Act 1985;
ii. •Forever Broadcasting Shares which have been unconditionally allotted shall
    be deemed to carry the voting rights which they will carry upon issue; and
iii. •valid acceptances shall be deemed to have been received in respect of
    Forever Broadcasting Shares which are treated for the purposes of section
    429(8) of the Companies Act 1985 as having been acquired or contracted to be
    acquired by Wireless by virtue of acceptances of the Offer;

(b) any resolution or resolutions of Wireless shareholders required to approve
    and implement the Offer and the acquisition of Forever Broadcasting Shares
    by Wireless being duly passed at an extraordinary general meeting of
    Wireless (or at any adjournment of that meeting);

(c) the UK Listing Authority having agreed to admit the New Wireless Shares to
    the Official List and the London Stock Exchange having agreed to admit the
    New Wireless Shares to trading;

(d) no Third Party having intervened and there not continuing to be outstanding
    any statute, regulation or order of any Third Party in each case which would
    or might reasonably be expected (in any case to an extent which is material
    in the context of the Wireless Group or the Forever Broadcasting Group, as
    the case may be, taken as a whole) to:
     i. •make the Offer, its implementation or the acquisition or proposed
        acquisition by Wireless or any member of the Wider Wireless Group of any
        shares or other securities in, Forever Broadcasting or any member of the
        Wider Forever Broadcasting Group void, illegal or unenforceable in any
        jurisdiction, or otherwise directly or indirectly restrain, prevent,
        prohibit, restrict or delay the same or impose additional conditions or
        obligations with respect to the Offer or such acquisition, or otherwise
        impede, challenge or interfere with the Offer or such acquisition, or
        require amendment to the terms of the Offer or the acquisition or
        proposed acquisition of any Forever Broadcasting Shares or the
        acquisition of control of Forever Broadcasting or the Wider Forever
        Broadcasting Group by Wireless;
    ii. •limit or delay the ability of any member of the Wider Wireless Group or
        any member of the Wider Forever Broadcasting Group to acquire or to hold
        or to exercise effectively, directly or indirectly, all or any rights of
        ownership in respect of shares or other securities in, or to exercise
        voting or management control over, any member of the Wider Forever
        Broadcasting Group;
    iii. •require, prevent or delay the divestiture or alter the terms envisaged
        for any proposed divestiture by any member of The Wider Wireless Group
        of any shares or other securities in Forever Broadcasting;
    iv. •require, prevent or delay the divestiture or alter the terms envisaged
        for any proposed divestiture by any member of the Wider Wireless Group
        or by any member of the Wider Forever Broadcasting Group of all or any
        portion of their respective businesses, assets or properties or limit
        the ability of any of them to conduct any of their respective businesses
        or to own or control any of their respective assets or properties or any
        part thereof;
     v. •except pursuant to Part XIIIA of the Companies Act 1985, require any
        member of the Wider Wireless Group or of the Wider Forever Broadcasting
        Group to acquire, or to offer to acquire, any shares or other securities
        (or the equivalent) in any member of the Wider Forever Broadcasting
        Group owned by any third party;
    vi. •limit the ability of any member of the Wider Wireless Group or of the
        Wider Forever Broadcasting Group to conduct or integrate or co-ordinate
        its business, or any part of it, with the businesses or any part of the
        businesses of any other member of the Wider Wireless Group or of the
        Wider Forever Broadcasting Group;
    vii. •result in any member of the Wider Forever Broadcasting Group or the
        Wider Wireless Group ceasing to be able to carry on business under any
        name under which it presently does so; or
    viii. •otherwise adversely affect the business, assets, profits, financial
        or trading position or prospects of any member of the Wider Forever
        Broadcasting Group or of the Wider Wireless Group,

    and all applicable waiting and other time periods during which any Third
    Party could intervene under the laws of any relevant jurisdiction having
    expired, lapsed or been terminated.

(e) without limitation to condition (d) above:
     i. •the Office of Fair Trading having indicated, in terms satisfactory to
        Wireless, that it is not the intention of the Secretary of State for
        Trade and Industry to refer the proposed acquisition of Forever
        Broadcasting by Wireless, or any matters arising from that proposed
        acquisition, to the Competition Commission;
    ii. •OFCOM having indicated, in terms satisfactory to Wireless, that it is
        not the intention of OFCOM to vary the local sound broadcasting licence
        granted to any member of the Forever Broadcasting Group by the Radio
        Authority under Part III of the Broadcasting Act 1990 (as amended by the
        Broadcasting Act 1996 and the Communications Act 2003);

(f) all notifications and filings which are necessary having been made, all
    appropriate waiting and other time periods (including any extensions of such
    waiting and other time periods) under any applicable legislation or
    regulation of any relevant jurisdiction having expired, lapsed or been
    terminated (as appropriate) and all statutory or regulatory obligations in
    any relevant jurisdiction having been complied with in all material respects
    in each case in connection with the Offer or the acquisition or proposed
    acquisition of any shares or other securities in, or control of, Forever
    Broadcasting or any other member of the Wider Forever Broadcasting Group by
    any member of the Wider Wireless Group or the carrying on by any member of
    the Wider Forever Broadcasting Group of its business;

(g) all Authorisations which are necessary in any relevant jurisdiction for or
    in respect of the Offer or the acquisition or proposed acquisition of any
    shares or other securities in, or control of, Forever Broadcasting or any
    other member of the Wider Forever Broadcasting Group by any member of the
    Wider Wireless Group or the carrying on by any member of the Wider Forever
    Broadcasting Group of its business having been obtained, in terms and in a
    form reasonably satisfactory to Wireless, from all appropriate Third Parties
    or from any persons or bodies with whom any member of the Wider Forever
    Broadcasting Group has entered into contractual arrangements in each case
    where the absence of such Authorisation would have a material adverse effect
    on the Forever Broadcasting Group taken as a whole and all such
    Authorisations remaining in full force and effect and there being no notice
    or intimation of any intention to revoke, suspend, restrict, modify or not
    to renew any of the same;

(h) except as disclosed in Forever Broadcasting's annual report and accounts for
    the year ended 30 September 2003 or otherwise publicly announced by Forever
    Broadcasting (by the delivery of an announcement to a Regulatory Information
    Service) prior to 19 January 2004 or as fairly disclosed in writing to
    Wireless by or on behalf of Forever Broadcasting prior to 19 January 2004 ,
    there being no provision of any arrangement, agreement, licence, permit,
    franchise or other instrument to which any member of the Wider Forever
    Broadcasting Group is a party, or by or to which any such member or any of
    its assets is or are or may be bound, entitled or subject or any
    circumstance, which, in each case as a consequence of the Offer or the
    acquisition or proposed acquisition of any shares or other securities in, or
    control of, Forever Broadcasting or any other member of the Wider Forever
    Broadcasting Group by any member of the Wider Wireless Group or otherwise,
    could or might reasonably by expected to result in, (in any case to an
    extent which is or would be material in the context of the Forever
    Broadcasting Group taken as a whole):
     i. •any monies borrowed by or any other indebtedness or liabilities (actual
        or contingent) of, or any grant made to, any member of the Wider Forever
        Broadcasting Group being or becoming repayable or capable of being
        declared repayable immediately or prior to its stated repayment date or
        the ability of any member of the Wider Forever Broadcasting Group to
        borrow monies or incur any indebtedness being withdrawn or inhibited or
        becoming capable of being withdrawn;
    ii. •the creation or enforcement of any mortgage, charge or other security
        interest over the whole or any part of the business, property, assets or
        interests of any member of the Wider Forever Broadcasting Group or any
        such mortgage, charge or other security interest (wherever created,
        arising or having arisen) becoming enforceable;
    iii. •any such arrangement, agreement, licence, permit, franchise or
        instrument, or the rights, liabilities, obligations or interests of any
        member of the Wider Forever Broadcasting Group thereunder, being, or
        becoming capable of being terminated or adversely modified or affected
        or any adverse action being taken or any obligation or liability arising
        thereunder;
    iv. •any asset or interest of any member of the Wider Forever Broadcasting
        Group being or falling to be disposed of or ceasing to be available to
        any member of the Wider Forever Broadcasting Group or any right arising
        under which any such asset or interest could be required to be disposed
        of or could cease to be available to any member of the Wider Forever
        Broadcasting Group otherwise than in the ordinary course of business;

 v.  any member of the Wider Forever Broadcasting Group ceasing to be able to
carry on business under any name under which it presently does so;

 vi.  the creation of liabilities (actual or contingent) by any member of the
Wider Forever Broadcasting Group;

 vii.  the rights, liabilities, obligations or interests of any member of the
Wider Forever Broadcasting Group under any such arrangement, agreement, licence,
permit, franchise or other instrument or the interests or business of any such
member in or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated,
adversely modified or affected; or

 viii.  the financial or trading position or the prospects or the value of any
member of the Wider Forever Broadcasting Group being prejudiced or adversely
affected,

and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of
this condition (h) in any case to an extent which is or would be material in the
context of the Forever Broadcasting Group taken as a whole;

(i) since 30 September 2003 and except as disclosed in Forever Broadcasting's
annual report and accounts for the year then ended or as otherwise publicly
announced by Forever Broadcasting (by the delivery of an announcement to a
Regulatory Information Service) prior to 19 January 2004 or as otherwise fairly
disclosed in writing to Wireless by or on behalf of Forever Broadcasting prior
to 19 January 2004 no member of the Wider Forever Broadcasting Group having:

i. issued or agreed to issue, or authorised the issue of, additional shares of
any class, or securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities other than as between Forever Broadcasting and wholly-owned
subsidiaries of Forever Broadcasting and other than any options granted as
disclosed to Wireless prior to 19 January 2004 and any shares issued upon the
exercise of any options granted under any of the Forever Broadcasting Share
Option Schemes;

ii. •purchased or redeemed or repaid any of its own shares or other securities
    or reduced or made any other change to any part of its share capital;
iii. •recommended, declared, paid or made any bonus, dividend or other
    distribution whether payable in cash or otherwise (other than to Forever
    Broadcasting or a wholly-owned subsidiary of Forever Broadcasting);
iv. •made or authorised any change in its loan capital;
 v. •(other than any acquisition or disposal in the ordinary course of business
    or a transaction between Forever Broadcasting and a wholly-owned subsidiary
    of Forever Broadcasting) merged with, demerged or acquired or disposed of or
    transferred, mortgaged or charged or created any security interest over any
    assets or any right, title or interest in any assets (including shares in
    any undertaking and trade investments) or authorised the same;
vi. •issued or authorised the issue of, or made any change in or to, any
    debentures or (except in the ordinary course of business) incurred or
    increased any indebtedness or liability (actual or contingent) which in any
    case is material in the context of the Forever Broadcasting Group taken as a
    whole;
vii. •entered into, varied or authorised any agreement, transaction, arrangement
    or commitment (whether in respect of capital expenditure or otherwise)
    which:
     A. •is of a long term, onerous or unusual nature or magnitude or which is or
        could involve an obligation of such nature or magnitude; or
     B. •could restrict the business of any member of the Wider Forever
        Broadcasting Group; or
     C. •is other than in the ordinary course of business,

    and which in any case is material in the context of the Forever Broadcasting
    Group taken as a whole;
viii. •entered into, implemented, effected or authorised any merger, demerger,
    reconstruction, amalgamation, scheme, commitment or other transaction or
    arrangement in respect of itself or another member of the Wider Forever
    Broadcasting Group which in any case is material in the context of the
    Forever Broadcasting Group taken as a whole;
ix. •entered into or varied the terms of, any contract, agreement or arrangement
    with any of the directors or senior executives of any member of the Wider
    Forever Broadcasting Group;
 x. •taken any corporate action or had any legal proceedings instituted or
    threatened against it which in any case is material in the context of
    Forever Broadcasting Group taken as a whole or had a petition presented or
    order made for its winding-up (voluntarily or otherwise), dissolution or
    reorganisation or for the appointment of a receiver, administrator,
    administrative receiver, trustee or similar officer of all or any part of
    its assets and revenues or any analogous proceedings in any jurisdiction or
    appointed any analogous person in any jurisdiction ;
xi. •been unable, or admitted in writing that it is unable, to pay its debts or
    having stopped or suspended (or threatened to stop or suspend) payment of
    its debts generally or ceased or threatened to cease carrying on all or a
    substantial part of its business;
xii. •waived or compromised any claim which is material in the context of the
    Forever Broadcasting Group taken as a whole;
xiii. •made any alteration to its memorandum or articles of association ;
xiv. •entered into any agreement, commitment or arrangement or passed any
    resolution or made any offer (which remains open for acceptance) or proposed
    or announced any intention with respect to any of the transactions, matters
    or events referred to in this condition (i);

(j) since 30 September 2003 and except as disclosed in Forever Broadcasting's
annual report and accounts for the year then ended or as otherwise publicly
announced by Forever Broadcasting (by the delivery of an announcement to a
Regulatory Information Service) prior to 19 January 2004 or as otherwise fairly
disclosed in writing to Wireless by or on behalf of Forever Broadcasting prior
to 19 January 2004 :

i.  there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any member of
the Wider Forever Broadcasting Group which in any case is material in the
context of the Forever Broadcasting Group taken as a whole;

ii. •no contingent or other liability of any member of the Wider Forever
    Broadcasting Group having arisen or become apparent to Wireless or increased
    which in any case is material in the context of the Forever Broadcasting
    Group taken as a whole;
iii. •no litigation, arbitration proceedings, prosecution or other legal
    proceedings to which any member of the Wider Forever Broadcasting Group is
    or may become a party (whether as claimant, defendant or otherwise) having
    been threatened, announced, implemented or instituted by or against or
    remaining outstanding against or in respect of any member of the Wider
    Forever Broadcasting Group which in any case is material in the context of
    the Forever Broadcasting Group taken as a whole; and

iv. •(other than as a result of the Offer) no enquiry or investigation by, or
    complaint or reference to, any Third Party having been threatened,
    announced, implemented, instituted by or against or remaining outstanding
    against or in respect of any member of the Wider Forever Broadcasting Group
    which in any case is material in the context of the Forever Broadcasting
    Group taken as a whole;

(k) Wireless not having discovered:

 i. that any financial or business or other information concerning the Wider
Forever Broadcasting Group disclosed at any time by or on behalf of any member
of the Wider Forever Broadcasting Group, whether publicly, to any member of the
Wider Wireless Group or otherwise, is misleading or contains any
misrepresentation of fact or omits to state a fact necessary to make any
information contained therein not misleading and which was not subsequently
corrected before 19 January 2004 by disclosure either publicly or otherwise to
Wireless to an extent which in any case is material in the context of the
Forever Broadcasting Group taken as a whole;

 ii. that any member of the Wider Forever Broadcasting Group is subject to any
liability (actual or contingent) which is not disclosed in Forever
Broadcasting's annual report and accounts for the financial year ended 30
September 2003 or otherwise publicly announced by Forever Broadcasting (by the
delivery of an announcement to a Regulatory Information Service) prior to 19
January 2004 or otherwise fairly disclosed in writing to Wireless by or on
behalf Forever Broadcasting prior to 19 January 2004 and which in any case is
material in the context of the Forever Broadcasting Group taken as a whole; or

iii. •any information which affects the import of any information disclosed at
    any time by or on behalf of any member of the Wider Forever Broadcasting
    Group to an extent which is material in the context of the Forever
    Broadcasting Group taken as a whole.

For the purpose of these conditions:

 a. •'Third Party' means any government, government department or governmental,
    quasi-governmental, supranational, statutory, regulatory or investigative
    body, authority (including any national anti-trust or merger control
    authority), court, trade agency, association, institution or professional or
    environmental body or any other person or body whatsoever in any relevant
    jurisdiction;
 b. •a Third Party shall be regarded as having 'intervened' if it has decided to
    take, institute, implement or threaten any action, proceeding, suit,
    investigation, enquiry or reference or made, proposed or enacted any
    statute, regulation, decision or order or taken any measures or other steps
    or required any action to be taken or information to be provided or
    otherwise having done anything and 'intervene' shall be construed
    accordingly;
 c. •'Authorisations' means authorisations, orders, grants, recognitions,
    determinations, certificates, confirmations, consents, licences, clearances,
    provisions and approvals.

Subject to the requirements of the Panel, Wireless reserves the right to waive
all or any of the above conditions, in whole or in part except condition (a).

Conditions (b) to (k) (inclusive) must be fulfilled, be determined by Wireless
to be or remain satisfied or (if capable of waiver) be waived by midnight on the
21st day after the later of the first closing date of the Offer and the date on
which condition (a) is fulfilled (or in each case such later date as Wireless
may, with the consent of the Panel, decide), failing which the Offer will lapse.
Wireless shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of conditions
(b) to (k) (inclusive) by a date earlier than the latest date specified above
for the fulfilment of that condition.

If the Panel requires Wireless to make an offer for Forever Broadcasting Shares
under the provisions of Rule 9 of the City Code, Wireless may make such
alterations to the conditions of the Offer, including to condition (a), as are
necessary to comply with the provisions of that Rule.

The Offer will lapse (unless otherwise agreed by the Panel) if the acquisition
of Forever Broadcasting by Wireless is referred to the Competition Commission
before the later of 3.00 p.m. on the first closing date of the Offer and the
date when the Offer becomes or is declared unconditional as to acceptances.

If the Offer lapses it will cease to be capable of further acceptance. Forever
Broadcasting Shareholders who have accepted the Offer and Wireless shall then
cease to be bound by acceptances delivered on or before the date on which the
Offer lapses.

Forever Broadcasting Shares will be acquired by Wireless fully paid up and free
from all liens, equities, charges, encumbrances and other third party rights and
/or interests and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends, interest and other
distributions declared, made or payable after the date of this announcement .

The Offer and, where relevant, the Cash Alternative, will be on the terms and
will be subject, inter alia, to the conditions which are set out in part 1 of
Appendix 1 and those terms which will be set out in the Offer Document and such
further terms as may be required to comply with the Listing Rules of the UK
Listing Authority and the provisions of the City Code. The Offer and the Cash
Alternative and any acceptances and elections thereunder will be governed by
English law.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.




                                  APPENDIX II

                                  Definitions



The following definitions apply throughout this announcement, unless the context
requires otherwise:

'Accepting Forever  Forever Broadcasting Shareholders who validly accept
Broadcasting        the Offer;
Shareholders'

'AIM'               the Alternative Investment Market of the London
                    Stock Exchange;

'Baird'             Robert W. Baird Limited of Mint House, 77 Mansell
                    Street, London E1 8AF;

'Cash               the alternative under which Accepting Forever
Alternative'        Broadcasting Shareholders may elect to receive cash
                    instead of all of the New Wireless Shares to which
                    they would otherwise be entitled under the terms of
                    the Offer;

'City Code'         the City Code on Takeovers and Mergers;

'Forever            Forever Broadcasting plc;
Broadcasting'

'Forever            Forever Broadcasting and its subsidiary
Broadcasting        undertakings;
Group'

'Forever            holders of Forever Broadcasting Shares;
Broadcasting
Shareholders'

'Forever            the Forever Broadcasting Savings Related Share
Broadcasting Share  Option Scheme, the Forever Broadcasting Inland
Option Schemes'     Revenue Approved Executive Share Option Scheme and
                    the Forever Broadcasting Non Inland Revenue Approved
                    Executive Share Option Scheme;

'Forever            the existing unconditionally allotted or issued and
Broadcasting        fully paid ordinary shares of 50 pence each in the
Shares'             capital of Forever Broadcasting and any further
                    ordinary shares which are unconditionally allotted
                    or issued and fully paid before the Offer closes or
                    before such earlier date as Wireless (subject to the
                    City Code) may determine, not being earlier than the
                    date on which the Offer becomes or is declared
                    unconditional as to acceptances;

'Form of            the form of acceptance, authority and election
Acceptance'         relating to the Offer, which is to be despatched
                    with the Offer Document;

'London Stock       London Stock Exchange plc;
Exchange'

'New Wireless       the new Wireless Shares to be issued in connection
Shares'             with the Offer;

'OFCOM'             the Office of Communications;

'Offer'             the offer to be made by Panmure Gordon on behalf of
                    Wireless to acquire all the Forever Broadcasting
                    Shares on the terms and subject to the conditions
                    set out in the Offer Document including, where the
                    context admits, and any subsequent revision,
                    variation, renewal or extension of such offer;

'Offer Document'    the document to be despatched to Forever
                    Broadcasting Shareholders containing the full terms
                    and conditions of the Offer;

'Official List'     the official list maintained by the UK Listing
                    Authority;

'Panel'             The Panel on Takeovers and Mergers;

'Panmure Gordon'    Panmure Gordon, a division of Lazard & Co., Limited;

'Regulatory         any of the services set out in schedule 12 to the
Information         Listing Rules of the UK Listing Authority;
Service'

'UK' or 'United     the United Kingdom of Great Britain and Northern
Kingdom'            Ireland;

'UK Listing         The Financial Services Authority acting in its
Authority '         capacity as the competent authority for the purposes
                    of Part VI of the Financial Services and Markets Act
                    2000;

'United States'     the United States of America, its territories and
                    possessions, any State of the United States of
                    America and the District of Columbia and all other
                    areas subject to its jurisdiction;

'Wireless'          The Wireless Group plc;

'Wireless Group'    Wireless and its subsidiary undertakings;

'Wireless           the ordinary shares of 10 pence each in Wireless;
Shares'

'Wider Forever      Forever Broadcasting and its subsidiaries and
Broadcasting        subsidiary undertakings and associated undertakings
Group'              (including any joint venture, partnership, firm or
                    company in which any member of the Forever
                    Broadcasting Group is interested or any undertaking
                    in which Forever Broadcasting and such undertakings
                    (aggregating their interests) have a direct or
                    indirect interest in 20 per cent or more of the
                    voting equity capital of an undertaking);

'Wider Wireless     Wireless and its subsidiaries and subsidiary
Group'              undertakings and associated undertakings (including
                    any joint venture, partnership, firm or company in
                    which any member of the Wireless Group is interested
                    or any undertaking in which Wireless and such
                    undertakings (aggregating their interests) have a
                    direct or indirect interest in 20 per cent or more
                    of the voting equity capital of an undertaking).


For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking',
'undertaking' and 'associated undertaking' have the meanings given by the
Companies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule
4A of the Companies Act 1985).




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            The company news service from the London Stock Exchange
                                   

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