TIDMTLR
RNS Number : 0632S
UKRD Group Limited
11 May 2009
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO
11 May 2009
Mandatory cash offer by
UKRD Group Limited, as advised by Charles Stanley Securities,
for the entire issued and to be issued ordinary share capital of
The Local Radio Company PLC (the "Second Revised Offer")
Summary
* The UKRD Board is pleased to announce the terms of a Second Revised Offer for
the entire issued and to be issued share capital of Local Radio not already
owned by UKRD.
* UKRD has today acquired 793,916 Local Radio Shares, representing
approximately 1.10 per cent. of the existing issued ordinary share capital
of Local Radio at a price of 4.00 pence per Local Radio Share. In accordance
with Rule 9 of the City Code, UKRD is therefore required to make a mandatory
cash offer to acquire the entire issued ordinary share capital of Local Radio
not already held by UKRD, at a price of 4.00 pence per Local Radio Share.
* Since the Second Revised Offer is a mandatory cash offer it is conditional only
on UKRD receiving acceptances in respect of Local Radio Shares which, together
with those Local Radio Shares acquired or agreed to be acquired before or
pursuant to the Second Revised Offer, will result in UKRD holding Local
Radio Shares carrying more than 50 per cent. of the voting rights of Local
Radio.
* UKRD now owns 14,734,456 Local Radio Shares, representing
approximately 20.46 per cent. of the existing issued share capital of Local
Radio. These Local Radio Shares when taken together with acceptances of the
Initial Offer and the Revised Offer (as detailed further below) give an
aggregate total number of 33,244,902 Local Radio Shares, representing
approximately 46.17 per cent. of the existing issued share capital of Local
Radio.
* The Second Revised Offer represents a premium of:-
300 per cent. to the Closing Price of 1.0 pence per Local Radio Share on 26
March 2009, being the last Business Day prior to the Initial Offer Announcement;
14.29 per cent. to the Revised Hallwood Offer Price; and
23.10 per cent. to the Closing Price of Local Radio Shares of 3.25 pence on 8
May 2009, being the last Business Day prior to the Announcement.
* As at today's date UKRD has received valid acceptances of the Initial Offer and
the Revised Offer in respect of 18,510,446 Local Radio Shares, representing
25.71 per cent. of the Issued share capital of Local Radio.
In accordance with the further terms of the Initial Offer and the Revised Offer,
such acceptances of the Initial Offer and the Revised Offer shall be deemed to
be acceptances of the Second Revised Offer.
* The Second Revised Offer will remain open for acceptance until at least 14 days
following the date on which the Revised Offer Document and the New Form of
Acceptance are published.
For further information, please contact:
+-------------------------------------------------------+---------------+
| Charles Stanley Securities (Financial Adviser to | 020 7149 6000 |
| UKRD) | |
+-------------------------------------------------------+---------------+
| Rick Thompson | |
+-------------------------------------------------------+---------------+
| Philip Davies | |
+-------------------------------------------------------+---------------+
| Carl Holmes | |
+-------------------------------------------------------+---------------+
This summary should be read in conjunction with the full text of the
Announcement. The Second Revised Offer will be subject to the condition set out
in Appendix I to the Announcement and the further terms which will be set out in
the Second Revised Offer Document, which is expected to be issued as soon as is
reasonably practicable.
Appendix II contains the sources and bases of information used in this summary
and the Announcement.
Appendix III contains the definitions of certain expressions used in this
summary and the Announcement.
Charles Stanley Securities, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for UKRD and no
one else in connection with the Second Revised Offer and will not be responsible
to anyone other than UKRD for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in relation to the
Second Revised Offer, the content of this summary and the Announcement or any
other matter or arrangement referred to herein.
The Second Revised Offer Document and the New Form of Acceptance will be sent to
Local Radio Shareholders as soon as is reasonably practicable, other than
Overseas Shareholders in the circumstances permitted under the City Code or in
accordance with any dispensation given by the Panel. Those Local Radio
Shareholders receiving the Second Revised Offer Document are strongly advised to
read it in full, as it will contain important information, together with the
Initial Offer Document and the Revised Offer Document. The full terms of and
conditions to the Second Revised Offer will be set out in the Second Revised
Offer Document and the New Form of Acceptance. In deciding whether or not to
accept the Second Revised Offer, Local Radio Shareholders should rely solely on
the information contained in, and follow the procedures set out in, the Initial
Offer Document, the Revised Offer Document, the Second Revised Offer Document
and the New Form of Acceptance.
THE ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF AN
OFFER TO SELL OR SUBSCRIBE FOR OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR
OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY
APPLICABLE LAW. THE SECOND REVISED OFFER WILL BE MADE SOLELY BY MEANS OF THE
SECOND REVISED OFFER DOCUMENT AND THE NEW FORM OF ACCEPTANCE ACCOMPANYING
THE SECOND REVISED OFFER DOCUMENT.
Unless otherwise determined by UKRD and subject to any dispensation required
from the Panel, the Second Revised Offer will not be made, directly or
indirectly, in or into or by the use of mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) or interstate or foreign commerce of, or through any facilities
of a national securities exchange of any Restricted Jurisdiction, and the Second
Revised Offer, when made, should not be accepted by any such use, means,
instrumentality or facilities from or within any Restricted Jurisdiction.
Accordingly, copies of the Announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent, into or from any Restricted
Jurisdiction and persons receiving the Announcement (including, without
limitation custodians, nominees and trustees) should observe these restrictions
and not mail or otherwise forward, distribute or send it in, into or from any
Restricted Jurisdiction. Doing so may render invalid any purported acceptance of
the Second Revised Offer. Notwithstanding the foregoing, UKRD will retain the
right to permit the Second Revised Offer to be accepted and any sale of
securities pursuant to the Second Revised Offer to be completed if, in its sole
discretion, it is satisfied that the transaction in question can be undertaken
in compliance with applicable law and regulation.
Further Information on the Second Revised Offer
The availability of the Second Revised Offer to Local Radio Shareholders who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Local Radio Shareholders who are not resident in the United
Kingdom will need to inform themselves about and observe any applicable
requirements.
This summary and the Announcement have been prepared for the purposes of
complying with English law and the City Code and information disclosed may not
be the same as that which would have been disclosed if this summary and the
Announcement had been prepared in accordance with the laws of jurisdictions
outside England.
The Second Revised Offer will be subject to the applicable rules and regulations
of the Financial Services Authority, the London Stock Exchange and the City
Code.
Forward Looking Statements
The Announcement, including information included or incorporated by reference in
the Announcement, may contain 'forward-looking statements' concerning Local
Radio and UKRD. Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'expects', 'intends', 'forecast', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
reflect the relevant persons' current views with respect to future events and
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviour of other market participants, and therefore undue reliance should
not be placed on such statements. UKRD assumes no obligation and does not
intend to update these forward-looking statements, except as required pursuant
to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Local Radio, all "dealings" in any "relevant
securities" of Local Radio (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") by such person must be
publicly disclosed by no later than 3.30 p.m. on the Business Day following the
date of the relevant transaction. This requirement will continue until the date
on which the Second Revised Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the Offer Period
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Local Radio, they will be deemed to be a single person for the
purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Local Radio by Local Radio or UKRD, or by any of their respective
"associates", must be disclosed by no later than 12.00p.m. on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended), consult the Panel's
website or contact the Panel on telephone number +44 (0)20 7382 9026 or fax +44
(0)20 7236 7005. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Mandatory cash offer by
UKRD Group Limited, as advised by Charles Stanley Securities,
for the entire issued and to be issued ordinary share capital of
The Local Radio Company PLC (the "Second Revised Offer")
1. Introduction
On 27 March 2009, UKRD announced the terms of a cash offer for the entire issued
and to be issued share capital of Local Radio not already owned by UKRD, details
of which were set out in the Initial Offer Document. The Initial Offer valued
each Local Radio Share at 2 pence and the existing issued ordinary share capital
of Local Radio at approximately GBP1.44 million.
Subsequently, on 9 April 2009 Hallwood announced a competing offer of 2.5 pence
per Local Radio Share. On 17 April 2009, the Hallwood Offer was recommended by
John Perriss, Local Radio's independent director. Neither Mr Perriss nor his
advisers made any contact with the UKRD Board to discuss the possibility of a
higher offer being made by UKRD before recommending the Hallwood Offer.
On 29 April 2009, after careful consideration, the UKRD Board decided to make
a Revised Offer for the entire issued and to be issued share capital of Local
Radio not already owned by UKRD at 3.25 pence per Local Radio Share.
Subsequently, on 30 April 2009, Hallwood announced a revised offer of 3.5 pence
per Local Radio Share, which was recommended by John Perriss, Local Radio's
independent director. Neither Mr Perriss nor his advisers made any contact with
the UKRD Board to discuss the possibility of a higher offer being made by UKRD
before recommending the Revised Hallwood Offer.
UKRD now announces the terms of a mandatory cash offer which, in accordance with
Rule 9 of the City Code, it is required to make for the entire issued and to be
issued ordinary share capital of Local Radio, not already owned by UKRD, at a
price of 4.00 pence per Local Radio Share.
UKRD now owns 14,734,456 Local Radio Shares, representing approximately 20.46
per cent. of the existing issued share capital of Local Radio. These Local Radio
Shares when taken together with acceptances of the Initial Offer and the Revised
Offer (as detailed further below) give an aggregate total number of 33,244,902
Local Radio Shares, representing approximately 46.17 per cent. of the existing
issued share capital of Local Radio.
The Second Revised Offer values the existing issued ordinary share capital of
Local Radio at approximately GBP2.88 million.
2. The Second Revised Offer
As detailed in Appendix 1 to this Announcement, since the Second Revised Offer
is a mandatory cash offer, the only condition attached to the Second Revised
Offer is for UKRD to have acquired (or have agreed to acquire), or have received
valid acceptances in respect of, Local Radio Shares carrying more than 50 per
cent. of the voting rights of Local Radio.
The Second Revised Offer will remain open for acceptance until at least 14 days
following the date on which the Second Revised Offer Document and the New Form
of Acceptance are published.
The maximum amount of cash payable pursuant to the Second Revised Offer will be
approximately GBP2.29 million (based on the existing issued ordinary share
capital of Local Radio and the acceptance of the Second Revised Offer by all
Local Radio Shareholders other than UKRD before the Second Revised Offer
closes).
The Local Radio Shares to which the Second Revised Offer relates will be
acquired by UKRD fully paid, or credited as fully paid, and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and any other
third party rights or interests of any nature whatsoever and together with all
rights now and hereafter attaching to them, including, without limitation, the
right to receive in full and retain all dividends and other distributions, (if
any) declared, made or paid in respect of the Local Radio Shares on or after the
date of the Initial Offer Announcement.
3. Financing of the Second Revised Offer
Full acceptance of the Second Revised Offer, assuming the acceptance of the
Second Revised Offer by all Local Radio Shareholders other than UKRD, will
result in the payment by UKRD of approximately GBP2.29 million in cash. The UKRD
Board's unanimous commitment to the Second Revised Offer is particularly
evidenced by the fact that the UKRD Directors have together committed funding
which, taken together with its own cash resources, is more than sufficient to
satisfy in full the cash consideration payable under the terms of the Second
Revised Offer and to provide finance to Local Radio and the Enlarged Group
following the successful completion of the Second Revised Offer. The payment of
interest on, repayment of or security for any liability (contingent or
otherwise) on such funding does not depend to any significant extent on the
business of Local Radio.
Charles Stanley Securities is satisfied that sufficient financial resources are
available to UKRD to satisfy the cash consideration payable as a result of full
acceptance of the Second Revised Offer.
4. Compulsory Acquisition, cancellation of admission of Local Radio Shares to
trading on AIM and re-registration
If UKRD receives acceptances under the Second Revised Offer in respect of,
and/or otherwise acquires, 90 per cent. or more in nominal value of the Local
Radio Shares to which the Second Revised Offer relates (and not less than 90 per
cent. of the voting rights carried by the Local Radio Shares), UKRD intends to
exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the
Companies Act 2006 to acquire compulsorily on the same terms as the Second
Revised Offer any remaining Local Radio Shares not acquired or agreed to be
acquired pursuant to the Second Revised Offer or otherwise.
As soon as it is appropriate and possible to do so, subject to the Second
Revised Offer becoming or being declared unconditional in all respects and to
any applicable requirements of the London Stock Exchange and the AIM Rules, UKRD
intends to procure that Local Radio applies for cancellation of trading of Local
Radio Shares on AIM ("Cancellation"). It is anticipated that such Cancellation
will take effect not less than 20 Business Days after the Second Revised Offer
becomes or is declared unconditional in all respects and any applicable
requirements of the London Stock Exchange and the AIM Rules are met. The AIM
Rules state that, unless the London Stock Exchange agrees otherwise, the
Cancellation will be conditional upon the consent of not less than 75 per cent.
of votes cast by Local Radio Shareholders in general meeting. If UKRD receives
acceptances under the Second Revised Offer in respect of, and/or otherwise
acquires, 75 per cent. or more of the voting rights of Local Radio Shares, it
intends to procure that Local Radio requests that the London Stock Exchange
waives this requirement.
If the Cancellation occurs, it would significantly reduce the liquidity and
marketability of any Local Radio Shares in respect of which the Second Revised
Offer has not been accepted at that time and the value of any such Local Radio
Shares may be adversely affected as a consequence.
Following the Second Revised Offer becoming or being declared unconditional in
all respects and the Cancellation, it is also the intention of UKRD to procure
that a resolution is proposed to re-register Local Radio as a private company.
Interests in Local Radio Shares
As at the close of business on 8 May 2009 (being the latest practicable date
prior to the release of this Announcement) UKRD and its wholly owned
subsidiaries and associated companies were the beneficial owners of 13,940,540
Local Radio Shares, representing approximately 19.36 per cent. of the existing
issued ordinary share capital of Local Radio.
Save for the Local Radio Shares referred to immediately above, neither UKRD,
nor, any of its directors, nor any member of the UKRD Group, nor so far as they
are aware, any person acting in concert with them, owns or controls or has any
interests in securities in any Local Radio Shares (including pursuant to any
long exposure, whether conditional or absolute, to changes in the prices of
securities) or any rights to subscribe for or purchase or any option to acquire
or any obligation to take delivery of, any Local Radio Shares or has entered
into any derivatives referenced to Local Radio Shares or which result in that
person holding a long position in securities related to Local Radio Shares
('Relevant Local Radio Securities') which remain outstanding, nor does any such
person hold any short positions in relation to Relevant Local Radio Securities
(whether conditional or absolute and whether in the money or otherwise)
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase Relevant
Local Radio Securities. An 'arrangement' includes any indemnity or option
arrangement and any agreement or understanding, formal or informal, of whatever
nature, relating to Relevant Local Radio Securities which may be an inducement
to deal or refrain from dealing in such securities. Neither UKRD nor, so far as
they are aware, any person acting in concert with UKRD has borrowed or lent any
Relevant Local Radio Securities.
General
The Second Revised Offer Document and the New Form of Acceptance will be sent to
Local Radio Shareholders as soon as is reasonably practicable, other than
Overseas Shareholders in the circumstances permitted under the City Code or in
accordance with any dispensation given by the Panel. Those Local Radio
Shareholders receiving the Second Revised Offer Document are strongly advised to
read it in full, as it will contain important information. The full terms of and
conditions to the Second Revised Offer will be set out in the Second Revised
Offer Document and the New Form of Acceptance. In deciding whether or not to
accept the Second Revised Offer, Local Radio Shareholders should rely solely on
the information contained in, and follow the procedures set out in, the Second
Revised Offer Document and the New Form of Acceptance.
THE ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF AN
OFFER TO SELL OR SUBSCRIBE FOR OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR
OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY
APPLICABLE LAW. THE SECOND REVISED OFFER WILL BE MADE SOLELY BY MEANS OF THE
SECOND REVISED OFFER DOCUMENT AND THE NEW FORM OF ACCEPTANCE ACCOMPANYING THE
SECOND REVISED OFFER DOCUMENT.
The availability of the Second Revised Offer to persons who are not resident in
the United Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. If you remain in any doubt, you
should consult your professional adviser in the relevant jurisdiction without
delay. Further details in relation to Overseas Shareholders will be contained in
the Second Revised Offer Document.
Unless otherwise determined by UKRD and subject to any dispensation required
from the Panel, the Second Revised Offer will not be made, directly or
indirectly, in or into or by the use of the mails of, or by any means or
instrumentality (including without limitation, telephonically or electronically)
or interstate or foreign commerce of, or through any facilities of a national
securities exchange of a Restricted Jurisdiction, and the Second Revised Offer,
when made, should not be accepted by any such use, means, instrumentality or
facilities from or within any Restricted Jurisdiction. Accordingly, copies of
this Announcement are not being, and must not be, mailed or otherwise forwarded
distributed or sent, into or from any Restricted Jurisdiction and persons
receiving this Announcement (including, without limitation custodians, nominees
and trustees) should observe these restrictions and not mail or otherwise
forward, distribute or send it in, into or from any Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Second Revised
Offer. Notwithstanding the foregoing, UKRD will retain the right to permit the
Second Revised Offer to be accepted and any sale of securities pursuant to the
Second Revised Offer to be completed if, in its sole discretion, it is satisfied
that the transaction in question can be undertaken in compliance with applicable
law and regulation.
The Second Revised Offer will be subject to the condition set out in Appendix I.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II. Certain terms used in this Announcement
are defined in Appendix III.
For further information, please contact:
+-------------------------------------------------------+---------------+
| Charles Stanley Securities (Financial Adviser to | 020 7149 6000 |
| UKRD) | |
+-------------------------------------------------------+---------------+
| Rick Thompson | |
+-------------------------------------------------------+---------------+
| Philip Davies | |
+-------------------------------------------------------+---------------+
| Carl Holmes | |
+-------------------------------------------------------+---------------+
Charles Stanley Securities, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for UKRD and no
one else in connection with the Second Revised Offer and will not be responsible
to anyone other than UKRD for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in relation to the Revised
Offer, the content of this Announcement or any other matter or arrangement
referred to herein.
APPENDIX I
Condition of the Second Revised Offer
The Second Revised Offer will be conditional only upon valid acceptances of the
Second Revised Offer being received (and not, where permitted, withdrawn) by no
later than 1.00 p.m. on the first closing date of the Second Revised Offer (or
such later time(s) and/or date(s) as UKRD may, subject to the rules of the City
Code, decide) in respect of Local Radio Shares which, together with Local Radio
Shares acquired or agreed to be acquired before or during the Second Revised
Offer, will result in UKRD holding Local Radio Shares carrying in aggregate
more than 50 per cent. of the voting rights normally exercisable at a general
meeting of Local Radio, including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attached to any Local Radio Shares
that are unconditionally allotted or issued before the Second Revised Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of conversion or subscription rights or otherwise and for the purposes
of this condition:
I. Local Radio Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry upon issue; and
II. valid acceptances shall be deemed to have been received in respect of Local
Radio Shares which are treated for the purposes of section 979(8) of the
Companies Act 2006 as having been acquired or contracted to be acquired by UKRD
by virtue of acceptances of the Second Revised Offer.
APPENDIX II:
BASES AND SOURCES
Unless otherwise stated:
(a) the value attributed to the existing issued and to be issued share capital
of Local Radio is based upon the 72,001,588 Local Radio Shares being in issue
on 8 May 2009, being the last Business Day prior to the release of this
Announcement; and
(b) all prices quoted for Local Radio Shares are Closing Prices, as derived
from the AIM Appendix of the Daily Official List.
APPENDIX III:
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
otherwise requires:
+--------------------------------+---------------------------------------+
| "1985 Act" | the Companies Act 1985 (as amended); |
| | |
+--------------------------------+---------------------------------------+
| "AIM" | AIM, the market of that name operated |
| | by the London Stock Exchange; |
| | |
+--------------------------------+---------------------------------------+
| "AIM Rules" | the rules for companies whose |
| | securities are traded on AIM and |
| | their nominated advisers published by |
| | the London Stock Exchange and amended |
| | from time to time; |
| | |
+--------------------------------+---------------------------------------+
| "Announcement" | the announcement of the Second |
| | Revised Offer pursuant to Rule 9 of |
| | the City Code; |
| | |
+--------------------------------+---------------------------------------+
| "Business Day" | a day (not being a Saturday, a Sunday |
| | or a public holiday) on which |
| | clearing banks in the City of London |
| | are open for the transaction of |
| | general commercial business; |
| | |
+--------------------------------+---------------------------------------+
| "Capita Registrars" | a trading name of Capita Registrars |
| | Limited; |
| | |
+--------------------------------+---------------------------------------+
| "certificated" or | in relation to a share or other |
| "in certificated form" | security, not in uncertificated form |
| | (that is, not in CREST); |
| | |
+--------------------------------+---------------------------------------+
| "Charles Stanley Securities" | Charles Stanley Securities, a trading |
| | division of Charles Stanley & Co. |
| | Limited; |
| | |
+--------------------------------+---------------------------------------+
| "City Code" | the City Code on Takeovers and |
| | Mergers; |
| | |
+--------------------------------+---------------------------------------+
| "Closing Price" | the closing middle market quotation |
| | of a Local Radio Share as derived |
| | from the AIM Appendix of the Daily |
| | Official List; |
| | |
+--------------------------------+---------------------------------------+
| "CREST" | the relevant system (as defined in |
| | the Regulations) in respect of which |
| | Euroclear is the operator; |
| | |
+--------------------------------+---------------------------------------+
| "Daily Official List" | the Daily Official List of the London |
| | Stock Exchange; |
| | |
+--------------------------------+---------------------------------------+
+--------------------------------+---------------------------------------+
| "Disclosed" | (i) as disclosed in Local Radio's |
| | report and accounts for the year |
| | ended 30 September 2008; or (ii) as |
| | publicly announced by Local Radio (by |
| | the delivery of an announcement to an |
| | authorised Regulatory Information |
| | Service) prior to 27 March 2009; |
| | |
+--------------------------------+---------------------------------------+
| "Enlarged Group" | the UKRD Group as enlarged by the |
| | Revised Offer; |
| | |
+--------------------------------+---------------------------------------+
| "First Closing Date of the | 21 April 2009; |
| Initial Offer" | |
+--------------------------------+---------------------------------------+
| "FSMA" | the Financial Services and Markets |
| | Act 2000 (as amended from time to |
| | time); |
| | |
+--------------------------------+---------------------------------------+
| "Hallwood" | Hallwood Financial Limited, a private |
| | company incorporated in the British |
| | Virgin Islands and having its |
| | registered address at PO Box 3136, |
| | Road Town, Tortola, British Virgin |
| | Islands; |
| | |
+--------------------------------+---------------------------------------+
| "Hallwood Offer" | the cash offer by Hallwood for the |
| | entire issued share capital of Local |
| | Radio as detailed in the Hallwood |
| | Offer Document; |
| | |
+--------------------------------+---------------------------------------+
| "Hallwood Offer Document" | the offer document relating to the |
| | Hallwood Offer dated 17 April 2009; |
| | |
+--------------------------------+---------------------------------------+
| "Hallwood Offer Price" | 2.5 pence per Local Radio Share; |
| | |
+--------------------------------+---------------------------------------+
| "Initial Form of Acceptance" | the form of acceptance and authority |
| | relating to the Initial Offer in |
| | respect of certificated Local Radio |
| | Shares; |
| | |
+--------------------------------+---------------------------------------+
| "Initial Offer" | the cash offer by UKRD, on the terms |
| | and subject to the conditions set out |
| | in the Initial Offer Document and the |
| | Initial Form of Acceptance (in |
| | respect of certificated Local Radio |
| | Shares), to acquire all of the Local |
| | Radio Shares (including, where the |
| | context requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer); |
| | |
+--------------------------------+---------------------------------------+
| "Initial Offer Announcement" | the announcement of the Initial Offer |
| | pursuant to Rule 2.5 of the City Code |
| | dated 27 March 2009; |
| | |
+--------------------------------+---------------------------------------+
| "Initial Offer Document" | the offer document relating to the |
| | Initial Offer dated 31 March 2009; |
| | |
+--------------------------------+---------------------------------------+
| "Initial Offer Price" | 2 pence for every Local Radio Share |
| | held by Local Radio Shareholders; |
| | |
+--------------------------------+---------------------------------------+
| "Listing Rules" | the rules and regulations made by the |
| | UK Listing Authority under Part VI of |
| | FSMA; |
| | |
+--------------------------------+---------------------------------------+
| "Local Radio" | The Local Company Radio plc, a public |
| | limited company incorporated in |
| | England and Wales with company number |
| | 4931007 and having its registered |
| | office at 11 Duke Street, High |
| | Wycombe, Buckinghamshire HP13 6EE; |
| | |
+--------------------------------+---------------------------------------+
| "Local Radio Directors" or | the directors of Local Radio at the |
| "Local Radio Board" | date of this Announcement; |
| | |
+--------------------------------+---------------------------------------+
| "Local Radio Optionholders" | the holders of options granted under |
| | the Local Radio Share Option Schemes; |
| | |
+--------------------------------+---------------------------------------+
| "Local Radio Share Option | the Local Radio Approved Share Option |
| Schemes" | Plan, the Local Radio Sharesave |
| | Scheme and the Local Radio Unapproved |
| | Share Option Plan; |
| | |
+--------------------------------+---------------------------------------+
| "Local Radio Shareholders" | holders of Local Radio Shares; |
| | |
+--------------------------------+---------------------------------------+
| "Local Radio Shares" | the issued fully paid ordinary shares |
| | of four pence each in the capital of |
| | Local Radio and any further such |
| | shares which are unconditionally |
| | allotted or issued and fully paid or |
| | credited as fully paid before the |
| | date on which the Revised Offer |
| | closes (or such earlier date, not |
| | being earlier than the date on which |
| | the Revised Offer becomes or is |
| | declared unconditional as to |
| | acceptances, as UKRD may, subject to |
| | the City Code and the Panel, decide); |
| | |
+--------------------------------+---------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc; |
| | |
+--------------------------------+---------------------------------------+
| "New Form of Acceptance" | the form of acceptance and authority |
| | relating to the Second Revised Offer |
| | in respect of certificated Local |
| | Radio Shares; |
| | |
+--------------------------------+---------------------------------------+
| "Offer Period" | the period commencing on 27 March |
| | 2009 (being the date of the Initial |
| | Offer Announcement) and ending on |
| | whichever of the following times |
| | shall be the latest: (i) the first |
| | closing date of the Second Revised |
| | Offer; (ii) the date on which the |
| | Second Revised Offer lapses or is |
| | withdrawn; and (iii) the date on |
| | which the Second Revised Offer |
| | becomes or is declared unconditional; |
| | |
+--------------------------------+---------------------------------------+
| "Overseas Shareholder" | a Local Radio Shareholder who is |
| | resident in, or a citizen of or |
| | national of jurisdictions outside the |
| | United Kingdom or a nominee of or |
| | custodian, trustee or guardian for a |
| | Local Radio Shareholder who is a |
| | citizen or national of such |
| | jurisdictions; |
| | |
+--------------------------------+---------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers; |
| | |
+--------------------------------+---------------------------------------+
| "GBP" or "pence" | the lawful currency of the United |
| | Kingdom; |
| | |
+--------------------------------+---------------------------------------+
| "Regulations" | the Uncertified Securities |
| | Regulations 2001 (SI 2001 No. 3755); |
| | |
+--------------------------------+---------------------------------------+
| "Restricted Overseas Persons" | a person (including an individual, |
| | partnership, unincorporated |
| | syndicate, limited liability company, |
| | unincorporated organization, trust, |
| | trustee, executor, administrator or |
| | other legal representative) in, or |
| | resident in, or any person whom UKRD |
| | believes to be in, or resident in, or |
| | with a registered address in the |
| | United States, Australia, Canada or |
| | Japan and any custodian, nominee or |
| | trustee holding Local Radio Shares |
| | for persons in such jurisdictions and |
| | persons in any other jurisdiction |
| | (other than person in the UK) whom |
| | UKRD is advised to treat as |
| | Restricted Overseas Persons in order |
| | to observe the laws of such |
| | jurisdiction or to avoid the |
| | requirement to comply with any |
| | governmental or other consent or any |
| | registration, filing or other |
| | formality which UKRD regards as |
| | unduly onerous; |
| | |
+--------------------------------+---------------------------------------+
| "Restricted Jurisdiction" | the United States, Canada, Australia, |
| | Japan or any other jurisdiction where |
| | extension or acceptance of the |
| | Revised Offer would violate the law |
| | of that jurisdiction; |
| | |
+--------------------------------+---------------------------------------+
| "Revised Hallwood Offer" | the cash offer by Hallwood for the |
| | entire issued share capital of Local |
| | Radio as detailed in the Revised |
| | Hallwood Offer Document; |
| | |
+--------------------------------+---------------------------------------+
| "Revised Hallwood Offer | the offer document relating to the |
| Document" | Revised Hallwood Offer dated 5 May |
| | 2009; |
| | |
+--------------------------------+---------------------------------------+
| " Revised Hallwood Offer | 3.5 pence per Local Radio Share; |
| Price" | |
+--------------------------------+---------------------------------------+
| "Revised Offer" | the mandatory cash offer by UKRD, on |
| | the terms and conditions set out in |
| | the Revised Offer Document and the |
| | Revised Offer Form of Acceptance (in |
| | respect of certificated Local Radio |
| | Shares) to acquire all of the Local |
| | Radio Shares (including, where the |
| | context requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer); |
| | |
+--------------------------------+---------------------------------------+
| "Revised Offer Document" | the document containing the terms and |
| | conditions of the Revised Offer to be |
| | sent to Local Radio Shareholders; |
| | |
+--------------------------------+---------------------------------------+
| "Revised Offer Form of | The form of acceptance and authority |
| Acceptance" | relating to the Revised Offer in |
| | respect of certificated Local Radio |
| | Shares; |
| | |
+--------------------------------+---------------------------------------+
| "Revised Offer Price" | 3.25 pence per Local Radio Share; |
| | |
+--------------------------------+---------------------------------------+
| "Second Revised Offer" | the mandatory cash offer by UKRD, on |
| | the terms and conditions set out in |
| | the Second Revised Offer Document and |
| | the New Form of Acceptance (in |
| | respect of certificated Local Radio |
| | Shares) to acquire all of the Local |
| | Radio Shares (including, where the |
| | context requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer); |
| | |
+--------------------------------+---------------------------------------+
| "Second Revised Offer | the document containing the terms and |
| Document" | conditions of the Second Revised |
| | Offer to be sent to Local Radio |
| | Shareholders; |
| | |
+--------------------------------+---------------------------------------+
| "Second Revised Offer Price" | 4.00 pence per Local Radio Share; |
| | |
+--------------------------------+---------------------------------------+
| "UKRD" | UKRD Group Limited, a limited company |
| | incorporated in England and Wales |
| | with company number 2725453 and |
| | having its registered office at Carn |
| | Brea Studios, Wilson Way, Redruth, |
| | Cornwall, TR15 3XX; |
| | |
+--------------------------------+---------------------------------------+
+--------------------------------+---------------------------------------+
| "UKRD Directors" or "UKRD | the directors of UKRD as of the date |
| Board" | of this Announcement; |
| | |
+--------------------------------+---------------------------------------+
| "UKRD Group" | UKRD and its existing subsidiary |
| | undertakings; and |
| | |
+--------------------------------+---------------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great Britain |
| | and Northern Ireland. |
| | |
+--------------------------------+---------------------------------------+
Save where otherwise stated, for the purposes of this Announcement,
"subsidiary", "subsidiary undertaking", "associated undertaking", and
"undertaking" shall be construed in accordance with the 1985 Act (but for this
purpose ignoring paragraph 19 of Schedule 6 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2009).
In this document, the singular includes the plural and vice versa, unless the
context otherwise requires. All references in this Announcement to time are to
London time.
All references to legislation in this Announcement are to English legislation
unless the contrary is stated. Any references to any provision of any
legislation shall include any amendment, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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