Carlton Communications plc

1. Description of merger: Carlton Communications plc and Central Television plc

2. Date of original undertakings: Press release: 4 February 1994

3. Companies giving undertakings: Carlton Communications plc

4. Details of undertakings: Divestment undertakings

Behavioural undertakings

(i) To dispose by 31 August 1995, to a person approved by the Director General of its interests in Television Sales and Marketing Services Ltd ('TSMS') and any enterprise carried on by it, to the extent necessary to ensure that on that date the shares of UK annual television advertising revenue ('NAR') received by all enterprises carried on or controlled by Carlton do not exceed 25 per cent.

(ii) Following such sale:

(a) not to acquire any interest in TSMS; or any interest in any company having control of TSMS;

(b) other than in the ordinary course of business or in connection with the termination of the sales contract between Central and TSMS (the Sales Contract), not to acquire any assets of TSMS;

(c) to procure that none of its employees or directors holds or is nominated to any directorship or managerial position in TSMS or in any company or other undertaking having control of TSMS.

(d) not to participate in the formulation of any policy concerning TSMS.

(iii) Paragraphs (ii) (c) and (d) above shall not prevent Central from:

(a) maintaining two directors on the board of TSMS or participating in the policy of TSMS whilst TSMS sells advertising air time for Central or until new arrangements for the sale of Central's advertising air time are in place at the end of the Sales Contract; or

(b) maintaining a director on the board of Meridian or maintaining the interests which Central holds in Meridian at the date of these undertakings.

(iv) Not to take any steps other than giving notice of permission of the Sales Contract, which might impede the fulfilment of undertaking (i) above.

(v) To procure that by 31 August 1995 Central shall not have any agreement for the sale by TSMS of Central's advertising air time, to the extent necessary to ensure that on the date the aggregated shares of NAR received by the following enterprises ('the Enterprises') do not exceed 25 per cent:

(a) any enterprises in respect of which Carlton has taken any of the steps referred to in sub-paragraphs (a) to (d) of paragraph (vi) below;

(b) any enterprises of Carlton; and

(c) any enterprises engaged in the supply of advertising air time with whom Carlton has an agreement relating to such supply.

(vi) Except with the prior written consent of the Director General not to:

(a) acquire any interest in any Enterprise;

(b) acquire any interest in any company carrying on or having control of any Enterprise;

(c) acquire, other than in the ordinary course of business, any assets of any enterprise; or

(d) enter into or carry out any agreement with another person carrying on an enterprise;

if the result is that the aggregated shares of NAR received by the Enterprises exceed 25 per cent.

(vii) The limit of 25 per cent in clause (vi) above may be exceeded by up to 2 per cent in any one calendar year if:

(a) Carlton gives notice of the excess to the Director General within 14 days of the NAR figures for that year becoming available; and

(viii) Nothing in the above clauses shall require the shares of NAR received by Meridian and GMTV to be aggregated for the purposes of clauses (i), (v) and (vi) above if the interests of Carlton in such companies remain at or below the level prevailing at the date of these undertakings.

(ix) Nothing in the above clauses shall prevent a holding of less than 10 per cent of the issued share capital of any company which carries less than 10 per cent of the voting rights exercisable at its shareholders' meetings.

(x) The Director General shall review the terms of the undertakings in clauses (v) and (vi) on the expiry of five years from the date of these undertakings.

5. Date of amendments: N/A

6. SIC code: 64.20 (Television sales)

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