For announcement of referral see DTI Press Notice P/2003/18

Acquisition by Radio Holdings plc and GWR Radio Group plc (through the joint venture company Vibe Radio Services Limited) of Galaxy Radio Wales and the West Ltd

Terms of Reference

Whereas it appears to the Secretary of State that it is or may be the fact that a merger situation qualifying for investigation, as defined in section 64(8) of the Fair Trading Act 1973 (“the Act”) has been created in that:

(a) enterprises carried on by or under the control of Scottish Radio Holdings plc and GWR Radio Group plc (through the joint venture company Vibe Radio Services Limited) have within the four months preceding the date of this reference ceased to be distinct from enterprises carried on by or under the control of Galaxy Radio Wales and the West Ltd (“Galaxy”) (one at least of which is carried on in the United Kingdom);

(b) as a result, the condition specified in section 64(3) of the Act prevails, or does so to a greater extent, with respect to the supply of local radio advertising in the Severn Estuary licence area, being a substantial part of the United Kingdom.

Now, therefore, the Secretary of State in exercise of her powers under sections 64, 68(4) and 69(2) of the Act, hereby refers to the Competition Commission (“the Commission”), for investigation and report within a period ending on 14 April 2003 the following questions:

(i) whether a merger situation qualifying for investigation has been created as a result of the matters described in paragraph (a) above; and

(ii) if so, whether the creation of that situation operates, or may be expected to operate, against the public interest.

In relation to the question in paragraph (i) above, the Commission shall exclude from consideration one of paragraphs (a) and (b) of section 64(1) of the Act if they find the other satisfied.

In this reference “Severn Estuary licence area” means the geographic broadcast area covered by the Radio Authority licence held by Galaxy.

13 January 2003

FAIR TRADING ACT 1973

SECTION 71

Variation of a Merger Reference

Whereas on 13 January 2003 the Secretary of State in exercise of her powers under sections 64, 68(4) and 69(2) of the Fair Trading Act 1973 ("the Act") referred to the Competition Commission for investigation and report arrangements which appeared to her to have created a qualifying merger situation, as defined in section 64(8) of the Act, between Scottish Radio Holdings plc and GWR Radio Group plc (through the joint venture company Vibe Radio Services Limited) and Galaxy Radio Wales and the West Ltd;

Whereas it now appears to the Secretary of State that the reference was incorrect in referring to "GWR Radio Group plc";

Now, therefore, the Secretary of State, pursuant to section 71 of the Act hereby varies the said reference to substitute the words "GWR Group plc" for the words "GWR Radio Group plc" in the said reference.

23 January 2003