with RCS

Final steps in completing the merger of GWR and Capital Radio

Capital Radio and GWR are pleased to announce the satisfaction of all the pre-conditions to the merger of Capital Radio and GWR, which are set out in the pre-conditional merger announcement dated 29 September 2004, following today’s announcement by the OFT that it has accepted undertakings by Capital Radio to divest 106 Century FM in lieu of a reference to the Competition Commission.

Capital Radio and GWR received confirmation from Ofcom on 22 December 2004 that its assessment of the merger did not raise any issues which would have a material adverse effect on the Merged Group taken as a whole.

Capital Radio and GWR have agreed to effect the merger by means of a scheme of arrangement of GWR under section 425 of the Companies Act 1985. The scheme of arrangement requires the approval of GWR shareholders and the sanction of the court. The merger also requires the approval of the Capital Radio shareholders, and remains subject to other conditions set out in the announcement dated 29 September 2004.

Capital Radio and GWR intend to post the merger documentation as soon as practicable, at which time they will also each release trading updates in advance of the results for the periods to 31 March 2005.

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