Granada Group plc - (LWT)

1. Description of merger: Granada Group plc and LWT (Holdings) plc

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

3. Companies giving undertakings: Granada Group plc

4. Details of undertakings: Divestment undertakings

Behavioural undertakings

(i) By 31 August 1995 to:

(a) dispose of its interests in The Time Exchange Broadcast Services Ltd and Laser Sales Ltd ('the Companies') to a person approved by the Director General; or

(b) ensure that the winding up of the Companies is completed;

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 Granada do not exceed 25 per cent.

(ii) Following such sale:

(a) not to acquire any interest in any Company; or any enterprise carried on by a Company ('a Relevant Company'); or any interest in any company having control of a Relevant Company;

(b) other than in the ordinary course of business, not to acquire any assets of a Relevant Company;

(c) to procure that none of its employees or directors, holds or is nominated to any directorship or managerial position in a Relevant Company or in any company or other undertaking having control of a Relevant Company;

(d) not to participate in the formulation of any policy concerning a Relevant Company.

(iii) Not to take any steps which might impede the fulfilment of undertaking (i) above.

(iv) Except with the prior written approval 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 following enterprises exceed 25 per cent:

(1) any enterprises in respect of which Granada, has taken any of the steps referred to in sub-paragraphs (a) to (d) above;

(2) any enterprises of Granada; and

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

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

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

(b) the excess is disposed of at the Director General's request by the end of the following calendar year.

(vi) Nothing in above clauses shall:

(a) 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;

(b) require the shares of NAR received by the enterprises carried on or controlled by GMTV, BSkyB and Yorkshire Tyne Tees Television to be aggregated for the purposes of clauses (i) and (iv) above if the interests of Granada in such companies remain at or below the level prevailing at the date of these undertakings.

(vii) The Director General shall review the terms of the undertakings in clause (iv) 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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