SMG plc - October 2007

On 31 August 2007, our client, SMG plc, announced that it had reached an agreement to sell its outdoor advertising subsidiary, Primesight Limited, to GMT Communications Partners. The disposal was approved by of shareholders at an EGM held on 15 Oct 2007. The headline price for the transaction is up to £62m.

• £52m to be paid in cash at completion
• £5m as a loan note, crystallising at the earlier of an exit from the business by GMT or 5 years from the date of completion
• £5m as a contingent loan note, pro-rated depending on Primesight's 2007 EBITDA, also crystallising at the earlier of an exit from the business by GMT or 5 years from the date of completion.

Primesight owns and markets a portfolio of outdoor media products across the UK. Primesight's products include small and large format advertising display panels on major roads and display panels at locations such as cinemas, health clubs and retail outlets and on the Glasgow underground network. For the year ended 31 December 2006, Primesight reported revenues of £23.3m and EBITA of £4.5m.

GMT Communications Partners is a leading and long established provider of private equity for mid-market European buyouts in the media and telecoms sectors.

The deal represents a successful conclusion to a process that originally commenced in September 2006. As a result of a number of complex issues, including a new Board being appointed at SMG half way through the sale process, the disposal had been suspended earlier this year but the new Board's focus on disposing of non-core assets led to the sale process being restarted in June.

Canaccord Genuity acted as financial advisor to SMG.