TIDMTLR
RNS Number : 0672S
Hallwood Financial Limited
11 May 2009
Regulatory Announcement
Company: Hallwood Financial Limited
Headline: Second Revised Offer for The Local Radio Company plc
Released: 11 May 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SWITZERLAND, SOUTH AFRICA
OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Second Revised Cash Offer by Hallwood Financial Limited for the entire issued
and to be issued ordinary share capital of The Local Radio Company plc not
already owned by Hallwood (the "Second Revised Offer")
Summary of the Second Revised Offer
* Hallwood is pleased to announce the terms of a second revised cash offer for the
entire issued and to be issued ordinary share capital of TLR not already owned
by Hallwood.
* There have now been a number of competing offers for TLR announced by UKRD and
TLR. For the purposes of clarity, a summary of these is set out below:
* Initial UKRD offer of 2.0 pence per TLR Share, announced 27 March 2009;
* Initial Hallwood offer of 2.5 pence per TLR Share, announced 9 April 2009;
* First revised UKRD offer of 3.25 pence per TLR Share, announced 29 April 2009;
* First revised Hallwood offer of 3.5 pence per TLR Share, announced 30 April
2009; and
* Second Revised UKRD Offer of 4.0 pence per TLR Share, announced 11 May 2009.
* Hallwood's Second Revised Offer will be made on the basis of 5 pence in cash per
TLR Share, valuing the entire issued share capital of TLR at approximately
GBP3,600,079.
* The Offer Price represents a premium of 233.33 per cent. to the Closing Price of
1.5 pence per TLR share on 8 April 2009, being the last dealing date prior to
the commencement of the Offer Period, and a premium of 53.85 per cent. to the
Closing Price of 3.25 pence per TLR Share on 8 May 2009, being the last dealing
date prior to this Announcement. The Offer Price also represents a 25 per cent.
premium on the price under the Second Revised UKRD Offer.
* Hallwood owns 20,350,434 TLR Shares representing approximately 28.26 per cent.
of the existing issued share capital of TLR. In addition, Hallwood has received
acceptances of its initial and first revised offers totalling 0.70 per cent. of
the existing issued share capital of TLR.
* Anthony J. Gumbiner, who is Chairman of Hallwood and non-executive Chairman of
TLR, is interested in Hallwood through his family trust. The principal focus of
Hallwood is investment in marketable securities in the US and the UK.
* The Second Revised Offer is conditional upon Hallwood receiving acceptances in
respect of TLR Shares which, together with TLR Shares acquired or agreed to be
acquired before or during the Second Revised Offer, carry in aggregate more than
50 per cent. of the voting rights normally exercisable at a general meeting of
TLR.
* If the Second Revised Offer is declared unconditional in all respects then,
provided Hallwood is not entitled to acquire compulsorily all remaining shares
in TLR, Hallwood intends to maintain the admission to trading on AIM of the TLR
Shares.
For further information, please contact
Hunton & Williams
Tel: 020 7220 5700
(Legal Adviser to Hallwood)
Paul
Tetlow
This summary should be read in conjunction with the full text of this
Announcement. The Second Revised Offer will be subject to the full conditions
and further terms which will be set out in the Second Revised Offer Document and
Form of Acceptance, which are expected to be issued as soon as reasonably
practicable and, in any event, within 28 days of this Announcement.
Appendix II contains the definitions of certain expressions used in this summary
and this Announcement.
The Second Revised Offer Document and Form of Acceptance will be sent to TLR
Shareholders as soon as is reasonably practicable. Those TLR Shareholders
receiving the Second Revised Offer Document are strongly advised to read it in
full, as it will contain important information. The full terms and conditions of
the Second Revised Offer will be set out in the Second Revised Offer Document
and Form of Acceptance. In deciding whether or not to accept the Second Revised
Offer, TLR Shareholders should rely solely on the information contained in the
Second Revised Offer Document and, in respect of TLR Shares held in certificated
form, the Form of Acceptance, and following the procedures set out therein.
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES
OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES
PURSUANT TO THE SECOND REVISED OFFER OR OTHERWISE. THE SECOND REVISED OFFER
WILL BE MADE SOLELY BY MEANS OF THE SECOND REVISED OFFER DOCUMENT AND (IN
RESPECT OF TLR SHARES HELD IN CERTIFICATED FORM) THE FORM OF ACCEPTANCE, WHICH
WILL TOGETHER CONTAIN THE FULL TERMS AND CONDITIONS OF THE SECOND REVISED OFFER,
INCLUDING DETAILS OF HOW TO ACCEPT THE SECOND REVISED OFFER. ANY ACCEPTANCE OR
OTHER RESPONSE TO THE SECOND REVISED OFFER SHOULD BE MADE ONLY ON THE BASIS OF
THE INFORMATION CONTAINED IN THE SECOND REVISED OFFER DOCUMENT AND (IN RESPECT
OF TLR SHARES HELD IN CERTIFICATED FORM) THE FORM OF ACCEPTANCE. THE SECOND
REVISED OFFER WILL BE SUBJECT TO THE APPLICABLE REQUIREMENTS OF THE CITY CODE
AND THE PANEL.
The release, publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are nor
resident in the UK or who are subject to the laws of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. This
Announcement has been prepared for the purpose of complying with English law and
the City Code and the information disclosed herein may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The Second Revised Offer will not being made, directly or indirectly, or by the
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile or other electronic transmission, telex or telephone) of
inter-state or foreign commerce or any facility of, a national securities
exchange of any jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction ("Restricted Jurisdiction") (including the
United States, Canada, Australia, Switzerland, South Africa or Japan), and the
Second Revised Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of the Second Revised Offer Document, the Form
of Acceptance (in respect of certificated TLR Shares) and this Announcement are
not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving such documents (including, without
limitation, custodians, nominees and trustees) must not mail, transmit, or
otherwise forward, distribute or send them in or into or from a Restricted
Jurisdiction.
All documents, announcements and information published in relation to the Second
Revised Offer will be made available, free of charge, at
www.hallwoodfinancial.com by no later than 12.00 noon on the Business Day
following their release, and will remain available throughout the Offer Period.
Cautionary statement regarding forward-looking statements
This Announcement may contain "forward-looking statements" concerning Hallwood
or TLR. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements 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 Hallwood's ability to control or
estimate precisely and therefore undue reliance should not be placed on such
statements. Hallwood assumes no obligation in respect of, 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 TLR, all "dealings" in any "relevant securities" of TLR
(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 TLR,
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 TLR Hallwood or TLR, or by any of their respective "associates",
must be disclosed by no later than 12.00 noon 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 whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SWITZERLAND, SOUTH
AFRICA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Second Revised Cash Offer by Hallwood Financial Limited for the entire issued
and to be issued ordinary share capital of The Local Radio Company plc not
already owned by Hallwood (the "Second Revised Offer")
11 May 2009
Introduction
Hallwood is pleased to announce the terms of a second revised cash offer for the
entire issued and to be issued ordinary share capital of TLR not already owned
by Hallwood. The Second Revised Offer will be made on the basis of 5 pence in
cash per TLR Share, valuing the entire issued share capital of TLR at
approximately GBP3,600,079.
The Second Revised Offer Document and Form of Acceptance will be posted to TLR
Shareholders as soon as reasonably practicable. The Second Revised Offer will
be open for at least 14 days following the publication of the Second Revised
Offer Document.
Hallwood owns 20,350,434 TLR Shares representing approximately 28.26 per cent.
of the existing issued share capital of TLR.In addition, Hallwood has received
acceptances of its initial and first revised offers totalling 0.70 per cent. of
the existing issued share capital of TLR.
The Second Revised Offer
The Second Revised Offer, which will be subject to the terms and conditions set
out in Appendix I to this Announcement and the further terms and conditions to
be set out in the Second Revised Offer Document and, if relevant, the Form of
Acceptance, will be made on the following basis:
for every TLR Share a cash payment of 5 pence
The Second Revised Offer represents a premium of 233.33 per cent. to the Closing
Price of 1.5 pence per TLR share on 8 April 2009, being the last Business Day
prior to the commencement of the Offer Period, and a premium of 53.85 per cent.
to the Closing Price of 3.25 pence per TLR Share on 8 May 2009, being the last
dealing date prior to this Announcement. It also represents a premium of 25 per
cent. on the offer of 4.0 pence per TLR share made pursuant to the Second
Revised UKRD Offer.
The maximum amount of cash payable pursuant to the Second Revised Offer will be
approximately GBP2,582,558 (based on the existing issued ordinary share capital
of TLR and the acceptance of the Second Revised Offer by all TLR Shareholders
other than Hallwood and its concert parties before the Second Revised Offer
lapses).
The TLR Shares to which the Second Revised Offer relates will be acquired by
Hallwood 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 (in
any) declared, made or paid in respect of the TLR Shares on or after the date of
this Announcement.
The Second Revised Offer can only become effective if all conditions to the
Second Revised Offer have been satisfied or waived (to the extent permissible).
Background to and reasons for the Second Revised Offer
Hallwood is making the Second Revised Offer in order to gain control of TLR and
to ensure that the Second Revised UKRD Offer fails.
Information on Hallwood
Directors
The directors of Hallwood at the date of this Announcement are:
Anthony J. Gumbiner
Mylene Gumbiner
Alastair Howie
Rhys Davies
Principal Activities of Hallwood
Hallwood is a private limited company, wholly owned by The Hallwood Trust, a
Jersey based discretionary trust, the beneficiaries of which are Anthony J.
Gumbiner and his family. The trustee of The Hallwood Trust is Hallwood Company
Limited, a Nevis company. Hallwood was incorporated on 16 April 2008 under the
laws of the British Virgin Islands. Its registered office is at P.O. Box 3136,
Road Town, Tortola, British Virgin Islands.
Currently, the principal business focus of Hallwood is investment in marketable
securities in the US and the UK. Hallwood has an extensive portfolio of assets.
These assets comprise, inter alia, cash and short term investments, time
deposits and marketable securities. Hallwood owns 66.28 per cent. of
The Hallwood Group Incorporated ("HGI"), a Delaware Corporation, whose shares
are traded on the NYSE Alternext Exchange. HGI is a holding company primarily
involved in textile activities through its subsidiary Brookwood Companies
Incorporated. HGI also owns a 22 per cent. stake in its private energy
affiliate, Hallwood Energy, L.P. Hallwood is not owned directly or indirectly by
HGI. Anthony J. Gumbiner is Chairman and Chief Executive Officer of HGI.
Information on TLR
TLR is a public limited company incorporated in England and Wales with company
number 4931007, whose ordinary shares are admitted to trading on AIM and which
owns and operates 20 local radio licences across the UK:
2BR
Alpha Radio
Arrow FM
Durham FM
FIRE Radio
Isle of Wight
Radio
Minster FM
Minster Northallerton
Mix 107
Mix 96
Silk
FM
Sovereign Radio
Spire FM
Spirit FM
Stray FM
Sun FM
The
Quay
Wessex FM
Yorkshire Coast Radio (operating by two licences)
Financing the Second Revised Offer
Full acceptance of the Second Revised Offer, assuming the acceptance of the
Second Revised Offer by all TLR Shareholders other than Hallwood, would result
in the payment by Hallwood of approximately GBP2,582,558 in cash. Hallwood would
be able to finance such payment from its current working capital reserves.
UBS (Monaco) S.A. has confirmed that sufficient financial resources are
available to Hallwood to satisfy in full the cash consideration payable as a
result of full acceptance of the Second Revised Offer.
TLR Share Option Schemes
The Second Revised Offer will extend to any TLR Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) pursuant to the
exercise of options granted under the TLR Share Option Schemes or otherwise
while the Second Revised Offer remains open for acceptance (or such earlier date
as Hallwood may, subject to the City Code, decide).
All outstanding options granted under the TLR Share Option Schemes have an
exercise price which is greater than the Offer Price. Provided that this remains
the case, if holders of such options exercise their options and sell the
resulting TLR Shares under the Second Revised Offer this will mean that they
will make a loss. It is therefore unlikely that any of the holders of such
options will wish to exercise such options.
Interests in TLR
Except as disclosed below as at 8 May 2009 (the last dealing date prior to the
date of this Announcement), neither the Hallwood nor any of the directors of
Hallwood, nor, so far as the directors of Hallwood are aware, any person acting
in concert with Hallwood for the purposes of the Second Revised Offer has any
interest in, right to subscribe for, or has borrowed or lent any TLR Shares or
securities convertible or exchangeable into TLR Shares ("TLR Securities"), nor
does any such person have any short position (whether conditional or absolute
and whether in 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 or take delivery in relation to TLR Securities.
PartyInterest
Hallwood (direct) 28.26 per cent.
For these purposes, "arrangement" includes any indemnity or option arrangement
or any agreement or understanding, formal or informal, of whatever nature,
relating to TLR Securities which may be an inducement to deal or refrain from
dealing in such securities.
Compulsory Acquisition
If Hallwood receives acceptances under the Second Revised Offer in respect of,
and/or otherwise acquires, 90 per cent. or more in nominal value of the TLR
Shares to which the Second Revised Offer relates (and not less than 90 per
cent. of the voting rights carried by the TLR Shares) and if all other
conditions of the Second Revised Offer have been satisfied or waived (to the
extent that they are capable of being waived), Hallwood 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 TLR Shares not acquired or agreed to be acquired pursuant to the
Second Revised Offer or otherwise.
Admission to AIM
If the Second Revised Offer is declared unconditional in all respects then,
provided Hallwood is not entitled to acquire compulsorily all remaining shares
in TLR, Hallwood intends to maintain the admission to trading on AIM of the TLR
Shares.
Hallwood will, as holder of a majority of TLR Shares following the Second
Revised Offer, be entitled to cancel the admission to trading on AIM of the TLR
Shares, and reserves its right to do so if Hallwood determines that this is
appropriate.
TLR Shareholders who choose not to accept the Second Revised Offer and to retain
their TLR Shares should be aware that the liquidity and marketability of the TLR
Shares on AIM following Hallwood's acquisition of TLR Shares pursuant to the
Second Revised Offer, and, were a cancellation to take place, following such
cancellation, may be significantly adversely affected.
APPENDIX I:
CONDITIONS TO AND FURTHER TERMS OF THE SECOND REVISED OFFER
Part A - Conditions to the Second Revised Offer
The Second Revised Offer is subject to the following conditions:
(a) valid acceptances of the Second Revised Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. on the Closing Date (or
such later time(s) and/or date(s) as Hallwood may, with the consent of the
Panel, decide) in respect of TLR Shares which, together with TLR Shares acquired
or agreed to be acquired before or during the Second Revised Offer, carry in
aggregate more than 50 per cent. of the voting rights normally exercisable at a
general meeting of TLR including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attached to any TLR 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) the expression "TLR Shares to which the Second Revised Offer relates" shall
be construed in accordance with sections 974 to 991 of the Companies Act 2006;
(ii) TLR Shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in respect of TLR
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 Hallwood by virtue
of acceptances of the Second Revised Offer;
(b) neither the Competition Commission nor the European Commission (including,
without limitation, any other national anti-trust or merger control authority),
or any other such body or person whatsoever in any jurisdiction (each a "Third
Party" and all collectively "Third Parties") having instituted or implemented or
threatened, or having decided to institute, implement or threaten any material
action, proceeding, suit, investigation, enquiry or reference, or having
made, proposed or enacted any statute, regulation, order or decision or taken
any other steps which are reasonably likely to (to an extent which is material
in the context of the Wider TLR Group or the Hallwood Group, as the case may be,
in each case taken as a whole):
(i) make the Second Revised Offer or its implementation or the acquisition or
proposed acquisition by Hallwood of all or any TLR Shares, or the acquisition or
proposed acquisition of control of TLR, by any member of the Hallwood Group,
void, illegal or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, challenge,
delay, hinder or otherwise interfere with the same, or impose
additional conditions or obligations with respect thereto, or otherwise
challenge or require amendment to the terms of the Second Revised Offer or any
such acquisition;
(ii) require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture, by any member of the Hallwood Group or by any member
of the Wider TLR Group of all or any portion of their respective businesses,
assets or properties or impose any limitation on the ability of any of them to
conduct their respective businesses (or any part of them) or to own or manage
their respective assets or properties or any part of them;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Hallwood Group, directly or indirectly, to acquire or to hold or
to exercise effectively all or any rights of ownership in respect of shares,
loans or other securities (or the equivalent) in any member of the Wider TLR
Group or to exercise management control over any such member;
(iv) otherwise adversely affect any or all of the businesses, assets,
liabilities, profits or prospects of any member of the Hallwood Group or any
member of the Wider TLR Group respectively in each case;
(v) save pursuant to the Second Revised Offer or sections 979 to 982 of the
Companies Act 2006 require any member of the Hallwood Group or the Wider TLR
Group to acquire, or offer to acquire, any shares or other securities (or the
equivalent) in, or any asset owned by, any member of the Wider TLR Group owned
by any third party;
(vi) result in a delay in the ability of Hallwood, or render it unable, to
acquire some or all of the TLR Shares or require a divestiture by Hallwood or
any member of the Hallwood Group of any shares or other securities (or the
equivalent) in TLR; or
(vii) result in any member of the Wider TLR Group or the Hallwood Group ceasing
to be able to carry on business under any name which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction having expired, lapsed or been terminated;
(c) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, exemptions, permissions and approvals
("Authorisations") necessary or appropriate in any jurisdiction for or in
respect of the Second Revised Offer or the proposed acquisition of all or any
TLR Shares or other securities in, or control of, TLR by any member of the
Hallwood Group having been obtained on terms and in a form satisfactory to
Hallwood from all appropriate Third Parties and all such Authorisations,
together with all Authorisations necessary or appropriate to carry on the
business of any member of the Wider TLR Group remaining in full force and
effect at the time at which the Second Revised Offer becomes otherwise
unconditional and there being no indication of any firm intention to revoke,
withdraw, suspend, restrict, withhold or modify or not to grant or renew any of
the same;
(d) all necessary filings or applications having been made in connection with
the Second Revised Offer, and all appropriate waiting periods (including
extensions thereof) in respect of the Second Revised Offer or its implementation
under any applicable legislation or regulations in any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Second Revised Offer or the acquisition by any member of the
Hallwood Group of any shares or other securities in, or control of, TLR;
(e) save as Disclosed, there being no provision of any agreement, authorisation,
arrangement, lease, licence, permit or other instrument to which any member of
the Wider TLR Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, which in consequence of the Second
Revised Offer or the proposed acquisition by Hallwood or any member of the
Hallwood Group of any shares or other securities in TLR or because of a change
in the control or management of TLR or any member of the Wider TLR Group, would
or might be expected to result in:
(i) any monies borrowed by or any other indebtedness (actual or contingent) of,
or grant available to, any member of the Wider TLR Group, being or becoming
repayable or being capable of being declared repayable immediately or prior to
their or its stated maturity date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn, prohibited or
inhibited or becoming capable of being withdrawn, prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any member of
the Wider TLR Group thereunder being terminated or adversely modified or
affected or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iii) any assets or interests of any member of the Wider TLR Group being or
falling to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than, in any such case, in the
ordinary course of business or as agreed by Hallwood;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider TLR Group, or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable or being
enforced;
(v) the rights, liabilities, obligations or interests of any member of the Wider
TLR Group in, or the business of any such member with, any person, company, firm
or body (or any agreements relating to any such interest or business) being
terminated, or adversely modified or adversely affected;
(vi) the value of any member of the Wider TLR Group or its financial or trading
position or profits or prospects being prejudiced or adversely affected; or
(vii) the creation or assumption of any liability, actual or contingent, by any
member of the Wider TLR Group,
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, lease, licence, permit or other instrument to which
any member of the Wider TLR Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would be likely to result
in any of the events referred to in subparagraphs (i) to (vii) of this paragraph
(e);
(f) save as Disclosed, no member of the Wider TLR Group having, since 30
September 2008:
(i) (save as between TLR and wholly-owned subsidiaries of TLR, or for TLR Shares
issued pursuant to the exercise of options granted under the TLR Share Option
Schemes) issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class or
securities convertible into or exchangeable for shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares or convertible
securities;
(ii)(save for TLR Shares held in treasury and sold or transferred pursuant to
the exercise of options granted under the TLR Share Option Schemes) sold or
transferred or agreed to sell or transfer any TLR Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus issue, dividend or other distribution whether payable in cash
or otherwise other than dividends (or other distributions whether payable in
cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of TLR
to TLR or any of its wholly-owned subsidiaries;
(iv) other than pursuant to the Second Revised Offer or as agreed by Hallwood
(and save for transactions between TLR and its wholly owned subsidiaries or in
the ordinary course of business) implemented, effected, authorised or proposed
or announced its intention to implement, effect, authorise or propose any
merger, demerger, reconstruction, amalgamation, scheme, commitment or
acquisition or disposal of assets or shares or loan capital (or the
equivalent thereof) in any undertaking or undertakings in any such case;
(v) (save for transactions between TLR and its wholly-owned subsidiaries or in
the ordinary course of business) disposed of, or transferred, mortgaged or
created any security interest over any asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do so;
(vi) (save as between TLR and its wholly-owned subsidiaries) made or authorised
or proposed or announced an intention to propose any change in its loan
capital;
(vii) (save as between TLR and its wholly-owned subsidiaries) issued,
authorised, or proposed or announced an intention to authorise or propose, the
issue of or made any change in or to the terms of any debenture or become
subject to any contingent liability or incurred or increased any indebtedness
other than in the ordinary course of business;
(viii) purchased, redeemed or repaid, or announced any proposal to purchase,
redeem or repay, any of its own shares or other securities or reduced or made
any other change to or proposed the reduction or other change to any part of its
share capital;
(ix) entered into, implemented, effected, varied, authorised, proposed or
announced its intention to enter into, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business;
(x) entered into or varied or terminated or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is not in the ordinary course of business or is of a long term,
onerous or unusual nature or magnitude or which is or is likely to
be restrictive on the business of any member of the Wider TLR Group or the
Hallwood Group or which involves or is likely to involve an obligation of such a
nature or magnitude;
(xi) entered into or varied the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of, any contract, service
agreement or arrangement with any director or senior executive of any member of
the Wider TLR Group save for salary increases, bonuses or variations of terms in
the ordinary course of business;
(xii) terminated or varied the terms of any agreement or arrangement between any
member of the Wider TLR Group and any other person;
(xiii) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider TLR Group;
(xiv) save in relation to changes made or agreed as a result of, or arising
from, changes to legislation, made or agreed or consented to any significant
change to the terms of the trust deeds and rules constituting the pension
scheme(s) established for its directors, employees or their dependants or to the
benefits which accrue, or to the pensions which are payable, thereunder, or to
the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined or to the basis upon
which the liabilities (including pensions) of such pension schemes are funded or
made, or agreed or consented to, or any change to the trustees, including the
appointment of a trust corporation;
(xv) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business;
(xvi) taken or proposed any corporate action, or had any legal proceedings
threatened or instituted against it for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or any
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any relevant jurisdiction having been taken or had any such
person appointed;
(xvii) waived or compromised or settled any claim otherwise than in the ordinary
course of business;
(xviii) made any alteration to its memorandum or articles of association or
other constitutional documents; or
(xix) entered into any contract, agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
(g) save as Disclosed, since 30 September 2008:
(i) no material adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of the Wider TLR
Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding by, against or in respect of any member of
the Wider TLR Group or to which any member of the Wider TLR Group is or may
become a party (whether as a claimant, defendant or otherwise) and no enquiry or
investigation by any Third Party against or in respect of any member of the
Wider TLR Group having been commenced, announced or threatened in writing by or
against or remaining outstanding in respect of any member of the Wider TLR
Group;
(iii) no contingent or other liability having arisen or become apparent to any
member of the Hallwood Group which would or might be expected to adversely
affect any member of the Wider TLR Group; or
(iv) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider TLR Group, which is necessary or
appropriate for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is likely to adversely affect
the Wider TLR Group;
(h) save as Disclosed, Hallwood not having discovered:
(i) that any financial, business or other information concerning the Wider TLR
Group publicly announced or disclosed at any time by or on behalf of any member
of the Wider TLR Group to the Hallwood Group, is misleading, contains a
misrepresentation of any fact or omits to state a fact necessary to make that
information not misleading;
(ii) that any present member of the Wider TLR Group or any partnership, company
or other entity in which any member of the Wider TLR Group has a significant
economic interest and which is not a subsidiary undertaking of TLR, is subject
to any liability, contingent or otherwise, which is not disclosed in the annual
accounts for TLR for the year ended 30 September 2008 and which would or could
be expected to adversely affect the business of the Wider TLR Group;
(iii) that any information exists which materially affects the import of any
information disclosed at any time by or on behalf of any member of the Wider TLR
Group; or
(iv) that there is or is likely to be any liability (whether actual or
contingent) on the part of any member of the Wider TLR Group to make good,
repair, reinstate or clean up any property of any description or other asset now
or previously owned, occupied or made use of by any past or present member of
the Wider TLR Group, under any environmental legislation, regulation, notice,
circular or order of any Third Party.
Part B - Further Terms of the Second Revised Offer
Hallwood reserves the right to waive, in whole or in part, all or any of
conditions (b) to (h) inclusive. Conditions (b) to (h) must be satisfied as of,
or waived on or before, midnight on the twenty first day after the later of the
Closing Date of the Second Revised Offer and the date on which condition (a) is
fulfilled (or, in each case, such later date as the Panel may agree).
Each of the above conditions shall be regarded as a separate condition and shall
not be limited by reference to any other condition.
Hallwood shall be under no obligation to waive (if capable of waiver) or treat
as fulfilled any of conditions (b) to (h) inclusive by a date earlier than the
latest date specified above for the fulfillment thereof, notwithstanding that
the other conditions of the Second Revised Offer may at such earlier date have
been fulfilled and that there are, at such earlier date, no circumstances
indicating that any of such conditions may be incapable of fulfillment.
The TLR Shares to which the Second Revised Offer relates will be acquired by
Hallwood 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 (in
any) declared, made or paid in respect of the TLR Shares on or after the date of
this Announcement.
Except with the Panel's consent, Hallwood will not invoke any of the above
conditions (except condition (a)) so as to cause the Second Revised Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which give rise to
the right to invoke the relevant condition are of material significance to
Hallwood in the context of the Second Revised Offer.
The Second Revised Offer will lapse if it is referred to the Competition
Commission or if the European Commission initiates proceedings in relation to
the Second Revised Offer before 1.00 p.m. on the Closing Date (or any subsequent
closing date) on which the Second Revised Offer becomes or is declared wholly
unconditional.
The Second Revised Offer will not being made, directly or indirectly, or by the
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile or other electronic transmission, telex or telephone) of
inter-state or foreign commerce or any facility of, a national securities
exchange of any jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction ("Restricted Jurisdiction") (including the
United States, Canada, Australia, Switzerland, South Africa or Japan), and the
Second Revised Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of the Second Revised Offer Document, the Form
of Acceptance (in respect of certificated TLR Shares) and this Announcement are
not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving such documents (including, without
limitation, custodians, nominees and trustees) must not mail, transmit, or
otherwise forward, distribute or send them in or into or from a Restricted
Jurisdiction.
If Hallwood is required by the Panel to make an offer for TLR Shares under the
provisions of Rule 9 of the City Code, Hallwood may make such alterations to any
of the above conditions as are necessary to comply with the provisions of that
Rule.
If the Second Revised Offer lapses, it will cease to be capable of further
acceptance. Hallwood and TLR Shareholders who have already accepted the Second
Revised Offer shall then cease to be bound by acceptances delivered on or before
the date on which the Second Revised Offer lapses.
The Second Revised Offer will be governed by English law and be subject to the
exclusive jurisdiction of the English courts, to the conditions set out above
and the further terms set out in the Second Revised Offer Document and Form of
Acceptance.
APPENDIX II:
DEFINITIONS
+-----------------------+---------------------------------------------------------+
| "AIM" | AIM, the market of that name operated by the London |
| | Stock Exchange; |
+-----------------------+---------------------------------------------------------+
| "Announcement" | this announcement; |
+-----------------------+---------------------------------------------------------+
| "Australia" | the Commonwealth of Australia, its states, territories |
| | or possessions and all areas subject to its |
| | jurisdiction and any political subdivision thereof; |
+-----------------------+---------------------------------------------------------+
| "Business Day" | a day (excluding a Saturday, a Sunday or a public |
| | holiday) on which clearing banks in the City of London |
| | are open for the conduct of general commercial |
| | business; |
+-----------------------+---------------------------------------------------------+
| "Canada" | Canada, its possessions, provinces and territories and |
| | all areas subject to its jurisdiction or any political |
| | subdivision thereof; |
+-----------------------+---------------------------------------------------------+
| "certificated" or "in | in relation to a share or other security, not in |
| certificated form" | uncertificated form (that is, not in CREST); |
+-----------------------+---------------------------------------------------------+
| "City Code" | The City Code on Takeovers and Mergers; |
+-----------------------+---------------------------------------------------------+
| "Closing Date" | the closing date of the Second Revised Offer, which |
| | shall be at least 14 days following publication of the |
| | Second Revised Offer Document; |
+-----------------------+---------------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a TLR Share as |
| | derived from the AIM Appendix of the Daily Official |
| | List; |
+-----------------------+---------------------------------------------------------+
| "CREST" | the relevant system (as defined in the Regulations) of |
| | which Euroclear is the Operator (as defined in the |
| | Regulations); |
+-----------------------+---------------------------------------------------------+
| "Daily Official List" | the Daily Official List of the London Stock Exchange; |
+-----------------------+---------------------------------------------------------+
| "Disclosed" | either (i) as disclosed in TLR's report and accounts |
| | for the financial year ended 30 September 2008; or (ii) |
| | publicly announced by TLR (by delivery of an |
| | announcement to an authorised Regulatory Information |
| | Service) prior to 8 April 2009; |
+-----------------------+---------------------------------------------------------+
| "Form of Acceptance" | the form of acceptance and authority relating to the |
| | Second Revised Offer in respect of certificated TLR |
| | Shares; |
+-----------------------+---------------------------------------------------------+
| "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 Group" | Hallwood and its existing subsidiary undertakings; |
+-----------------------+---------------------------------------------------------+
| "Japan" | Japan, its cities, prefectures, territories and |
| | possessions; |
+-----------------------+---------------------------------------------------------+
| "London Stock | London Stock Exchange plc; |
| Exchange" | |
+-----------------------+---------------------------------------------------------+
| "Offer Period" | the period commencing on 9 April 2009 and ending on |
| | whichever of the following times shall be the |
| | latest: (i) 3.00 p.m. on 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; |
+-----------------------+---------------------------------------------------------+
| "Offer Price" | 5 pence for every TLR Share; |
+-----------------------+---------------------------------------------------------+
| "Open Offer" | the conditional offer to TLR Shareholders to subscribe |
| | for further TLR Shares as more fully described in the |
| | circular issued by the TLR Board on 6 March 2009; |
+-----------------------+---------------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers; |
+-----------------------+---------------------------------------------------------+
| "pounds", "GBP" or | the lawful currency of the United Kingdom; |
| "pence" | |
+-----------------------+---------------------------------------------------------+
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 |
| | No. 3755) (as amended); |
+-----------------------+---------------------------------------------------------+
| "Second Revised | the cash offer by Hallwood, on the terms and subject to |
| Offer" | the conditions to be set out in the Second Revised |
| | Offer Document and (in respect of certificated TLR |
| | Shares) the Form of Acceptance, to acquire all of the |
| | TLR Shares (including, where the context requires, any |
| | subsequent revision, variation, extension or renewal of |
| | such offer); |
+-----------------------+---------------------------------------------------------+
| "Second Revised Offer | the document to be sent to TLR Shareholders, containing |
| Document" | and setting out the full terms and conditions of the |
| | Second Revised Offer; |
+-----------------------+---------------------------------------------------------+
| "Second Revised UKRD | the second revised offer in respect of the entire |
| Offer" | issued share capital of TLR announced by UKRD Group |
| | Limited on 11 May 2009; |
+-----------------------+---------------------------------------------------------+
| "TLR" | The Local Radio Company 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; |
+-----------------------+---------------------------------------------------------+
| "TLR Board" | the directors of TLR as at the date of this document; |
+-----------------------+---------------------------------------------------------+
| "TLR Group" | TLR and its existing subsidiary undertakings; |
+-----------------------+---------------------------------------------------------+
| "TLR Share Option | the TLR Approved Share Option Plan, the TLR Sharesave |
| Schemes" | Scheme and the TLR Unapproved Share Option Plan; |
+-----------------------+---------------------------------------------------------+
| "TLR Shareholders" | holders of TLR Shares; |
+-----------------------+---------------------------------------------------------+
| "TLR Shares" (each a | the issued fully paid ordinary shares of four pence |
| "TLR Share" | each in the capital of TLR 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 Second Revised Offer closes (or such earlier date, |
| | not being earlier than the date on which the Second |
| | Revised Offer becomes or is declared unconditional as |
| | to acceptances, as Hallwood may, subject to the City |
| | Code and the Panel, decide); |
+-----------------------+---------------------------------------------------------+
| "UKRD" | UKRD Group Limited, a private limited liability company |
| | incorporated in England and Wales with registered |
| | number 2725453 and having its registered office at Carn |
| | Brea Studios, Wilson Way, Redruth, Cornwall, TR15 3XX; |
+-----------------------+---------------------------------------------------------+
| "Uncertificated" or | in relation to a share or other security, recorded on |
| "in Uncertificated | the relevant register in uncertificated form and title |
| form" | to which, by virtue of the Regulations, may be |
| | transferred by means of CREST; |
+-----------------------+---------------------------------------------------------+
| "United Kingdom" or | the United Kingdom of Great Britain and Northern |
| "UK" | Ireland; |
+-----------------------+---------------------------------------------------------+
| "US" or "United | the United States of America, its territories and |
| States" | possessions, any state of the United States of America |
| | (and the District of Columbia) and all other areas |
| | subject to its jurisdiction; and |
+-----------------------+---------------------------------------------------------+
| "Wider TLR Group" | TLR and its subsidiary undertakings, associated |
| | undertakings and any other undertaking in which TLR |
| | and/or such undertakings (aggregating their interests) |
| | have a significant interest. "Subsidiary undertaking", |
| | "associated undertaking" and "undertaking" have the |
| | meanings given by the Companies Act 2006, and |
| | "significant interest" means a direct or indirect |
| | interest in more than twenty per cent. of the relevant |
| | company's equity share capital (as defined in the |
| | Companies Act 2006) |
+-----------------------+---------------------------------------------------------+
References to one gender includes all genders and references to singular
includes the plural and vice versa.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment and extension thereof.
All references to time in this Announcement are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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