Notice of EGM and Proposed AIM Cancellation
August 26 2009 - 4:00AM
UK Regulatory
TIDMTLR
RNS Number : 0189Y
Local Radio Company PLC (The)
26 August 2009
The Local Radio Company plc
26 August 2009
Proposed Cancellation of Admission to AIM and Notice of General Meeting
The Local Radio Company plc (the 'Company') today announces that the Company is
seeking Shareholder approval to cancel the admission of the Ordinary Shares to
trading on AIM.
Introduction
The Company is seeking Shareholder approval to cancel the admission of the
Ordinary Shares to trading on AIM at an Extraordinary General Meeting which will
be held on 22 September 2009. A circular and notice of the Extraordinary General
Meeting will today be posted to Shareholders.
Recent Trading
As announced by the Company on 30 June 2009 the unaudited interim results for
the six months to 31 March 2009 showed that the restructuring of the Company's
portfolio and the reduction in the central overheads was continuing. Like for
like revenue for the six months from continuing operations was down by 7.2% to
GBP7.0 million (H1 08 GBP7.5million).
The commercial radio sector generally continues to trade in a depressed
advertising market and, for the Company, both local and nationally generated
revenues continue to show year on year decline.
Cash flow remains difficult and is a matter held under constant review by the
Board whilst the re-structuring programme continues to be implemented. The
changes resulting from the restructuring are on track to be completed over the
next few months and are still anticipated to deliver the projected results.
Background to the Delisting
Due to the current conditions in the commercial radio sector and more
specifically the decline in revenues from advertising, the Directors have
undertaken a review of the benefits and disadvantages of the Company continuing
to be admitted to trading on AIM. Following this review the Directors have
concluded that it would be more beneficial for the Company and Shareholders if
the Company were to de-list from AIM whilst the restructuring of the Company
continues.
The principal reasons for Delisting are as follows:
(1) the Company is incurring costs associated with being traded on AIM,
including its nominated adviser and broker, AIM, accounting and legal fees and
the requirement for an enlarged board of Directors for corporate governance
purposes. These costs and regulatory requirements associated with maintaining
admission to AIM are a significant burden on the Company's financial resources
and outweigh the benefits gained from Admission whilst the Company seeks to be
restructured;
(2) the main reasons for being listed include the need to raise capital, the
need to incentivise staff utilising share options and the general marketing
benefits of being a listed company. The Company does not currently feel that the
benefits being experienced outweigh the associated costs; and
(3) it will generally be simpler and more cost effective to manage an unlisted
company, rather than a publicly quoted company.
Strategy following the Delisting
The Company intends to continue to implement the restructuring of the Group and
the Directors will keep Shareholders informed of the Company's financial and
operational performance through periodic updates via the Company's website:
www.thelocalradiocompany.com.
Process for Delisting
In accordance with Rule 41 of the AIM Rules, the Company has notified the London
Stock Exchange of the Delisting. Under the AIM Rules, it is a requirement that
the Delisting is approved by the requisite majority of Shareholders voting at
the Extraordinary General Meeting (being not less than 75 per cent. of the votes
cast). Accordingly, the Resolution numbered 1 set out in the Notice of
Extraordinary General Meeting detailed below and today sent to Shareholders
seeks Shareholders' approval to the Delisting. The Resolution approving the
Delisting is not conditional on the passing of the other Resolution. Subject to
the Resolution approving the Delisting being passed at the Extraordinary General
Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease
at close of business on 29 September 2009 with the Delisting taking effect at
7.00 am on 30 September 2009.
Upon the Delisting becoming effective, Astaire Securities plc will cease to be
nominated adviser and broker to the Company and the Company will no longer be
required to comply with the AIM Rules. Shareholders should note however that the
Company will nevertheless remain subject to the provisions of the City Code on
Takeovers and Mergers for a period of 10 years from the Delisting.
Transactions in the Ordinary Shares following Delisting
The Directors are aware that Shareholders may still wish to acquire or dispose
of Ordinary Shares following the Delisting. The Directors intend to make
available a new matched bargain service via JP Jenkins, a trading division of
Rivington Street Corporate Finance Limited. Further details of this will be made
available on the Company's website at www.thelocalradiocompany.com and directly
by letter or email where appropriate.
Extraordinary General Meeting
Set out at the end of this announcement are the details of the notice convening
the Extraordinary General Meeting to be held at Senate Court,
Southernhay Gardens, Exeter, EX1 1NT at 2.30 pm on 22 September 2009 at which
the Resolutions will be put to the Shareholders
Recommendation
The Board considers the Delisting to be in the best interests of the Company and
the Shareholders as a whole. Accordingly, the Board unanimously recommends that
Shareholders vote in favour of the Resolutions. The Company has received an
irrevocable undertaking from UKRD Group Limited to vote in favour of
the Resolutions, representing 46,255,085 Ordinary Shares (approximately 64.24
per cent. of the issued share capital of the Company) in aggregate.
John Hepburn, James St Aubyn, Anthony Everett, William Rogers, Roger Humm and
Trevor Smallwood, each being directors of the Company are also directors of UKRD
Group Limited.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
+------------------------------------+------------------------------------+
| Latest time and date for receipt | 2.30pm on 20 September 2009 |
| of Forms of Proxy for the | |
| Extraordinary General Meeting | |
+------------------------------------+------------------------------------+
| General Meeting of The Local Radio | 2.30pm on 22 September 2009 |
| Company plc | |
+------------------------------------+------------------------------------+
| Cancellation of admission to | 7.00am on 30 September 2009 |
| trading on AIM of the Ordinary | |
| Shares expected to be effective | |
+------------------------------------+------------------------------------+
Enquiries
William Rogers, The Local Radio Company plc 01209 310435
Gavin Burnell, Astaire Securities plc 020 7448 4471
Definitions
The following definitions apply throughout this announcement and the circular to
shareholders:
+----------------+-----------------------+
| 'Admission' | admission |
| | of the |
| | Ordinary |
| | Shares to |
| | trading |
| | on AIM; |
+----------------+-----------------------+
| 'AIM' | the |
| | market |
| | of that |
| | name |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange; |
+----------------+-----------------------+
| 'AIM | the |
| Rules' | Rules |
| | for AIM |
| | companies |
| | published |
| | by London |
| | Stock |
| | Exchange from |
| | time to time; |
+----------------+-----------------------+
| 'Board' | the |
| or | board of |
| 'Directors' | directors |
| | of the |
| | Company; |
+----------------+-----------------------+
| 'Capita | Capita |
| Registrars' | Registrars, |
| | the |
| | Company's |
| | registrars; |
+----------------+-----------------------+
| 'Company' | The |
| or 'The | Local |
| Local | Radio |
| Radio | Company |
| Company' | plc; |
+----------------+-----------------------+
| 'CREST' | A |
| | relevant |
| | system |
| | (as |
| | defined |
| | in the |
| | Regulations) |
| | in respect |
| | of which |
| | Euroclear UK |
| | & Ireland |
| | Limited is |
| | the operator |
| | (as defined |
| | in the |
| | Regulations); |
+----------------+-----------------------+
| 'Delisting' | the |
| | proposed |
| | cancellation |
| | of |
| | Admission; |
+----------------+-----------------------+
| 'Extraordinary | the |
| General | extraordinary |
| Meeting' | general |
| | meeting of |
| | Shareholders convened |
| | for 2.30pm on 22 |
| | September 2009 (or |
| | any adjournment |
| | thereof); |
+----------------+-----------------------+
| 'Form of | the |
| Proxy' | proxy |
| | form for |
| | use by |
| | Shareholders |
| | at the |
| | Extraordinary |
| | General |
| | Meeting |
+----------------+-----------------------+
| 'Group' | the |
| | Company |
| | and its |
| | subsidiary |
| | undertakings |
+----------------+-----------------------+
| 'London | London |
| Stock | Stock |
| Exchange' | Exchange |
| | plc; |
+----------------+-----------------------+
| 'Notice | the |
| of | notice |
| Extraordinary | of the |
| Meeting' | Extraordinary |
| | General |
| | Meeting; |
+----------------+-----------------------+
| 'Ordinary | the |
| Shares' | ordinary |
| | shares |
| | of 4 |
| | pence |
| | each in |
| | the |
| | capital |
| | of the |
| | Company; |
+----------------+-----------------------+
| 'Regulations' | the |
| | Uncertified |
| | Securities |
| | Regulations |
| | 2001 |
| | No.3755, as |
| | amended |
| | from time |
| | to time; |
+----------------+-----------------------+
| 'Resolutions' | the |
| | resolutions |
| | to be |
| | proposed at |
| | the |
| | Extraordinary |
| | General |
| | Meeting in |
| | the form set |
| | out in the |
| | Notice of |
| | Extraordinary |
| | General |
| | Meeting; and |
+----------------+-----------------------+
| 'Shareholders' | the |
| | holders |
| | of |
| | Ordinary |
| | Shares. |
+----------------+-----------------------+
THE LOCAL RADIO COMPANY PLC
NOTICE is hereby given that an Extraordinary General Meeting of The Local Radio
Company plc ("the Company") will be held at Senate Court, Southernhay Gardens,
Exeter, EX1 1NT on 22 September 2009 at 2.30 pm for the purpose of considering
and if thought fit, passing the following resolutions as special resolutions:
SPECIAL RESOLUTIONS
THAT:
1. pursuant to Rule 41 of the AIM Rules for Companies the cancellation of
admission of the Company's ordinary shares to trading on the AIM market of
London Stock Exchange Plc is hereby approved (the "Delisting"); and
2. subject to the passing of Resolution 1, the Directors be and are hereby
authorised to do all things necessary to give effect to the Delisting.
By order of the Board
Secretary
Dated: 26 August 2009
Registered Office: 11 Duke Street, High Wycombe, Buckinghamshire, HP13 6EE
This information is provided by RNS
The company news service from the London Stock Exchange
END
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