TIDMTLR
RNS Number : 6323P
UKRD Group Limited
27 March 2009
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
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
Offer Highlights:
* The UKRD Board is pleased to announce the terms of a cash offer for the entire
issued and to be issued share capital of Local Radio not already owned by UKRD.
* The Offer will be made on the basis of 2 pence per Local Radio Share.
* The Offer represents a premium of 100 per cent. to the Closing Price
of 1.0 pence per Local Radio Share on 26 March 2009, being the latest
practicable date prior to the release of the Announcement.
* UKRD owns 9,725,000 Local Radio Shares representing approximately 13.51 per cent
of the existing issued ordinary share capital of Local Radio.
* UKRD has received an irrevocable undertaking to accept the Offer in respect of
11,520,000 Local Radio Shares from Trevor Smallwood, Chairman of
UKRD, representing approximately 16.00 per cent. of the existing issued share
capital of Local Radio.
* UKRD is a multi-media business which owns and operates six local commercial
radio services, a range of web-based businesses and a software development and
support business.
Commenting on the Offer, Trevor Smallwood, Chairman of UKRD, said:
"We believe the Offer represents an attractive premium over recent trading
levels and is in the best interests of Local Radio Shareholders as a whole. The
combination of UKRD and Local Radio will result in a stronger player in the
local radio sector throughout the UK and an expanded service offering to
listeners. We strongly believe that the Offer is considerably more attractive
than the open offer proposal announced by Local Radio on 6 March 2009, which is
totally unacceptable and could potentially result in loss of control of Local
Radio to two Local Radio Directors and heavy dilution for other Local Radio
Shareholders."
For further information, please contact:
+-------------------------------------------------------+---------------+
| Charles Stanley Securities (Financial Adviser to | 020 7149 6457 |
| UKRD) | |
+-------------------------------------------------------+---------------+
| Rick Thompson | |
+-------------------------------------------------------+---------------+
| Philip Davies | |
+-------------------------------------------------------+---------------+
This summary should be read in conjunction with the full text of the
Announcement. The Offer will be subject to the conditions set out in Appendix I
to the Announcement and the full conditions and further terms which will be set
out in the Offer Document, which is expected to be issued as soon as is
reasonably practicable and, in any event, within 28 days of the Announcement.
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 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 Offer, the
content of this summary and the Announcement or any other matter or arrangement
referred to herein.
The Offer Document and the 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 Offer Document are strongly advised to read it
in full, as it will contain important information. The full terms of and
conditions to the Offer will be set out in the Offer Document and the Form of
Acceptance. In deciding whether or not to accept the Offer, Local
Radio Shareholders should rely solely on the information contained in, and
follow the procedures set out in, the Offer Document and 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 OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND
THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
Unless otherwise determined by UKRD and subject to any dispensation required
from the Panel, the 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 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 Offer. Notwithstanding the foregoing, UKRD will retain the
right to permit the Offer to be accepted and any sale of securities pursuant to
the 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 Offer
The availability of the 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 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 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.
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
27 March 2009
For Immediate Release
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
Introduction
The UKRD Board is pleased to announce the terms of a cash offer for the entire
issued and to be issued share capital of Local Radio not already owned by UKRD.
The Offer values each Local Radio Share at 2 pence and the existing issued
ordinary share capital of Local Radio at approximately GBP1.44 million.
The Offer Document and the Form of Acceptance will be posted to Local Radio
Shareholders as soon as reasonably practicable, other than to Overseas
Shareholders in the circumstances permitted under the City Code or in accordance
with any dispensation given by the Panel.
UKRD has received an irrevocable undertaking to accept the Offer from Trevor
Smallwood, Chairman of UKRD, in respect of 11,520,000 Local Radio Shares which
represent approximately 16.00 per cent. of the existing issued share capital of
Local Radio and which when taken together with the Local Radio Shares already
held by UKRD represent in aggregate 29.51 per cent. of the total issued share
capital of Local Radio as at 26 March 2009 (being the latest practicable date
prior to this announcement).
In addition, Local Radio Shareholders should be aware that earlier today proxies
in respect of 29.51 per cent. of the total issued share capital of Local Radio
were lodged with Local Radio's registrars voting against the Open Offer of up to
604,813,314 Local Radio Shares for the reasons described below in the paragraph
headed "Background to and reasons for the Offer". Based on the legal advice UKRD
has received, the Open Offer as proposed by the circular sent to Local
Radio Shareholders on 6 March 2009 cannot now proceed.
The Offer
The 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
Offer Document and, if relevant, the Form of Acceptance, will be made on the
following basis:
for every Local Radio Share a cash payment of 2 pence
The Offer represents a premium of 100 per cent. to the Closing Price of 1 pence
per Local Radio Share on 26 March 2009, being the last Business Day prior to
this Announcement and the commencement of the Offer Period.
The maximum amount of cash payable pursuant to the Offer will be approximately
GBP1.246 million (based on the existing issued ordinary share capital of Local
Radio and the acceptance of the Offer by all Local Radio Shareholders other than
UKRD before the Offer closes).
The Local Radio Shares to which the 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 this
Announcement.
The Offer can only become effective if all conditions to the Offer have been
satisfied or waived (to the extent permissible).
Background to and reasons for the Offer
UKRD's strategy is to own and operate local commercial radio services which
deliver locally focused programming into their respective markets, resulting in
the delivery of a strong platform for both local and national advertisers.
With an increasingly digitalised market-place, UKRD is also developing a range
of complementary web-based businesses and software applications alongside
expanding its platform capacity to include Digital Audio Broadcasting (DAB).
In line with this strategy, UKRD has a strong presence in a number of markets
built via acquisition and organic growth. Earlier this year, UKRD identified
that Local Radio represented an opportunity to further expand its service
offering and, in particular, strengthen its position in the local radio sector.
Between 13 February 2009 and 2 March 2009 UKRD acquired 13.51 per cent. of the
total issued share capital of Local Radio. At this time, it was unclear
precisely what form the opportunity of working more closely with Local Radio
would take, but it was hoped that acquiring a significant equity stake in Local
Radio would encourage dialogue with the existing Local Radio Board. During the
same period, Trevor Smallwood acquired 16.00 per cent. of the issued share
capital of Local Radio. The total number of Local Radio Shares held by UKRD and
Mr Smallwood is 21,245,000, representing 29.51 per cent. of the issued share
capital of Local Radio. All of such shares were acquired at a price of 2p per
share.
UKRD's plans in relation to Local Radio were still being discussed by the UKRD
Board when Local Radio announced the details of an Open Offer on 6 March 2009
having made no attempt to ascertain whether UKRD would support that Open Offer.
This was surprising given that, with notified interests of over 25 per cent. of
the total issued share capital of Local Radio, UKRD's and Mr Smallwood's support
was essential to the Open Offer proceeding.
UKRD's first meeting with Local Radio subsequently took place on 16 March 2009,
when the Open Offer was discussed, following which the UKRD Board concluded it
was not in UKRD's interests as a major shareholder of Local Radio to permit the
Open Offer to proceed, with the risk of control of Local Radio being acquired by
the Local Radio Directors through their underwriting of the Open Offer, at a
price as low as 0.25p per share. Mr Smallwood concurred with that view and
therefore earlier today proxies in respect of shareholdings totalling 29.51 per
cent. of the total issued share capital of Local Radio were lodged, voting
against all resolutions to be proposed at the general meeting of Local Radio
called for 1 April 2009 to approve the Open Offer. The necessary special
resolutions to approve the Open Offer cannot now be passed and the Open Offer
cannot therefore proceed.
The UKRD Board believes that the proposed price of 0.25p per share undervalues
Local Radio's business and the existing Local Radio Board, acting as
underwriters to an Open Offer of the magnitude proposed (604,813,314 new shares
on an existing issued share capital of 72,001,588 shares), should not be
permitted to take control of Local Radio at a discount of 87.5 per cent. to the
mid market value of Local Radio Shares on the date immediately prior to the
announcement of the Open Offer.
The UKRD Board therefore believes it is fairer to all existing Local
Radio Shareholders to offer them the opportunity to sell their investment in
Local Radio at 2p per share, being the closing mid market price on 5 March 2009,
immediately prior to the announcement of the Open Offer and a price which is
eight times higher than the value attributed to Local Radio Shares by the
existing Local Radio Board for the purposes of a heavily dilutive 42 shares for
5 shares Open Offer.
The Local Radio Board in Local Radio's circular of 6 March 2009 indicated the
need for a radical restructuring of the cost base of the business and the need
for additional finance to be made available to support Local Radio through such
restructuring. The UKRD Board has a track record of carrying out such
restructurings and a proven ability to create a cash generative portfolio of
local radio services. The UKRD Board believes that, by combining UKRD and Local
Radio, the Enlarged Group would be better placed to undertake the steps
necessary to meet the challenges and to seize the opportunities which exist in
these difficult economic trading conditions.
The UKRD Directors are unanimous in their view that the future business of Local
Radio will be better safeguarded and strengthened by combining the businesses of
UKRD and Local Radio and the skills and experiences of their respective
employees.
Information on UKRD
UKRD is a private company incorporated in England and Wales with registered
number 2725453 and incorporated in 1992.
The UKRD Directors are Trevor Smallwood (Chairman), John Hepburn, James St
Aubyn, Anthony Everett, William Rogers and Roger Humm.
UKRD is a multi-media business which owns and operates six local commercial
radio services, a range of web-based businesses and a software development and
support business. It has an interest in a further commercial radio service and a
company operating a local digital multiplex. As part of a consortium, it has won
the licences to operate three further local digital multiplexes.
The six local radio services owned and operated by UKRD are:
Pirate FM102
96.4 The Eagle
County Sound Radio 1566 AM
KL.FM 96.7
STAR 107 (Cambridge & Ely)
STAR 107.7 FM
Information on Local Radio
Local Radio is a public limited company incorporated in England and Wales with
company number 4931007 which is listed 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
Jazz
FM
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.
In the results for its financial year ended 30 September 2008, Local Radio had
revenues of GBP14.74 million (2007: GBP14.72 million), loss on continuing
activities before tax of GBP5.61 million (2007: GBP7.90 million), total assets
of GBP13.40 million (2007: GBP20.44 million) and net assets of GBP9.59 million
(2007: GBP16.53 million).
On 6 March 2009, Local Radio announced a proposed Open Offer valuing each new
Local Radio Share to be issued at 0.25p per share (a discount of 87.5 per cent.
to the then mid market price) to raise up to GBP1.51 million (gross) subject to
shareholder approval to be sought at a general meeting of Local Radio to be held
on 1 April 2009. The circular sent to all Local Radio Shareholders in relation
to such Open Offer commented on the impact on Local Radio's business of the
sharp slow down in the economic activity in the UK in the final quarter of 2008
which combined with the company's fixed cost base had led the Local Radio Board
to:
* decide to dispose of Local Radio's interest in Jazz FM;
* carry out a radical restructuring of the business's cost base; and
* conclude that without restructuring the business's continued solvency was
questionable.
The GBP1.51 million (gross) to be raised by the Open Offer was to be used to
restructure the business and to provide general working capital. The circular
also stated the Local Radio Board's intention to remain on AIM, despite the fact
that one shareholder may as a result of the Open Offer own up to 77.98 per cent.
of Local Radio's ordinary share capital or the fact that 89.59 per cent. of
Local Radio's ordinary share capital as enlarged by the Open Offer could be held
by two members of the Local Radio Board or companies associated with them.
Financing of the Offer
Full acceptance of the Offer, assuming the acceptance of the Offer by all Local
Radio Shareholders other than UKRD, will result in the payment by UKRD of
approximately GBP1.246 million in cash. The UKRD Board's unanimous commitment to
the Offer is particularly evidenced by the fact that the UKRD Directors have
together committed funding totalling GBP820,400 to UKRD 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 Offer and to provide finance to
Local Radio and the Enlarged Group following the successful completion of the
Offer. The payment of interest on, repayment of or security for any liability
(contingent or otherwise) on such GBP820,400 funding does not depend to any
significant extent on the business of Local Radio.
Charles Stanley is satisfied that sufficient financial resources are available
to UKRD to satisfy the cash consideration payable as a result of full acceptance
of the Offer.
Local Radio Share Option Schemes
The Offer will extend to any Local Radio Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) pursuant to the
exercise of options granted under the Local Radio Share Option Schemes or
otherwise while the Offer remains open for acceptance (or such earlier date as
UKRD may, subject to the Code, decide).
All outstanding options granted under the Local Radio Share Option Schemes have
an exercise price which is greater than the Offer Price. Provided that remains
the case, if the Optionholders exercise their options and sell the resulting
Local Radio Shares under the Offer this will mean that they will make a loss. It
is therefore unlikely that any of the Optionholders will wish to exercise their
options.
Compulsory acquisition, cancellation of admission of Local Radio Shares to
trading on AIM and re-registration
If UKRD receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more in nominal value of the Local Radio Shares to
which the Offer relates (and not less than 90 per cent. of the voting rights
carried by the Local Radio Shares) and if all other conditions of the Offer have
been satisfied or waived (to the extent that they are capable of being waived),
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 Offer any remaining Local Radio Shares not acquired or agreed to be acquired
pursuant to the Offer or otherwise.
As soon as it is appropriate and possible to do so, subject to the 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 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 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 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 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 26 March 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
9,725,000 Local Radio Shares, representing approximately 13.51 per cent. of the
existing issued ordinary share capital of Local Radio. In addition, Trevor
Smallwood, Chairman of UKRD, is the beneficial owner of 11,520,000 Local Radio
Shares, representing approximately 16.00 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 Offer Document and the 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 Offer Document are strongly advised to read it in full, as it will
contain important information. The full terms of and conditions to the Offer
will be set out in the Offer Document and the Form of Acceptance. In deciding
whether or not to accept the Offer, Local Radio Shareholders should rely solely
on the information contained in, and follow the procedures set out in, the Offer
Document and 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 OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND
THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
The availability of the 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
Offer Document.
Unless otherwise determined by UKRD and subject to any dispensation required
from the Panel, the 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 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 Offer. Notwithstanding the foregoing, UKRD will retain the
right to permit the Offer to be accepted and any sale of securities pursuant to
the 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 Offer will be subject to the conditions 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 | |
+-------------------------------------------------------+---------------+
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 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 Offer, the
content of this Announcement or any other matter or arrangement referred to
herein.
APPENDIX I:
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A - Conditions of the Offer
The Offer is subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. on the first closing date (or
such later time(s) and/or date(s) as UKRD may, subject to the rules of the Code,
decide) in respect of not less than 90 per cent. of the Local Radio Shares to
which the Offer relates and not less than 90 per cent. of the voting rights
carried by those Local Radio Shares (or in each case such lesser percentage as
UKRD may decide, provided that this condition shall not be satisfied unless UKRD
and/or its wholly-owned subsidiaries shall have acquired or agreed to acquire,
pursuant to the Offer or otherwise, 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 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 "Local Radio Shares to which the Offer relates" shall be
construed in accordance with sections 974 to 991 of the Companies Act 2006;
(ii) 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
(iii) 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 Offer;
(b) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, professional association, institution, employee
representative body, or any other such body or person whatsoever in any
jurisdiction (each a "Third Party" and all collectively "Third Parties") having
decided or given notice of a decision to take, institute or threaten any
material action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken, or otherwise having done anything, or
having enacted, made or proposed and there not continuing to be outstanding any
statute, regulation, decision or order which would or might be expected to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by UKRD of all or any Local Radio Shares, or the acquisition or
proposed acquisition of control of Local Radio, by any member of the Wider UKRD
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 adverse conditions or obligations with respect thereto, or
otherwise challenge or require amendment to the terms of the 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 Wider UKRD Group or by any member
of the Wider Local Radio 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 Wider UKRD 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 Local
Radio 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 Wider UKRD Group or any
member of the Wider Local Radio Group;
(v)save pursuant to the Offer or sections 974 to 991 of the Companies Act 2006
require any member of the Wider UKRD Group or the Wider Local Radio 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 Local Radio Group or the
Wider UKRD Group;
(vi)result in a delay in the ability of UKRD, or render it unable, to acquire
some or all of the Local Radio Shares or require a divestiture by UKRD or any
member of theWider UKRD Group of any shares or other securities (or the
equivalent) in Local Radio; or
(vii)result in any member of the Wider Local Radio Group or the Wider UKRD
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 Offer or the proposed acquisition of all or any Local Radio
Shares or other securities in, or control of, Local Radio by any member of the
Wider UKRD Group having been obtained on terms and in a form satisfactory to
UKRD 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 Local Radio Group remaining in full force and effect at the
time at which the 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 Offer, and all appropriate waiting periods (including extensions thereof) in
respect of the 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 Offer or the acquisition by any
member of the Wider UKRD Group of any shares or other securities in, or control
of, Local Radio;
(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 Local Radio Group is a party or by or to which any such member or
anyof its assets may be bound, entitled or subject, which in consequence of the
Offer or the proposed acquisition by UKRD or any member of the Wider UKRD Group
of any shares or other securities in Local Radio or because of a change in the
control or management of Local Radio or any member of the Wider Local Radio
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 Local Radio
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 Local Radio 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 Local Radio
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 UKRD;
(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 Local Radio 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 Local Radio 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 Local Radio 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 Local Radio 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 Local Radio 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 Local Radio Group having, since 30
September 2008:
(i) (save as between Local Radio and wholly-owned subsidiaries of Local Radio,
or for Local Radio Shares issued pursuant to the exercise of options granted
under the Local Radio 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 Local Radio Shares held in treasury and sold or transferred
pursuant to the exercise of options granted under the Local Radio Share Option
Schemes) sold or transferred or agreed to sell or transfer any Local Radio
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 Local
Radio to Local Radio or any of its wholly-owned subsidiaries;
(iv) other than pursuant to the Offer or as agreed by UKRD (and save for
transactions between Local Radio 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 Local Radio 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 Local Radio 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 Local Radio 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 Local Radio Group or
theWider UKRD 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 Local Radio 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 Local Radio 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 Local Radio 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, 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) Local Radio 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 Local
Radio 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 Local Radio Group or to which any member of the Wider Local Radio
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 Local Radio Group having been commenced, announced or
threatened in writing by or against or remaining outstanding in respect of any
member of the Wider Local Radio Group;
(iii) no contingent or other liability having arisen or become apparent to any
member of the Wider UKRD Group which would or might be expected to adversely
affect any member of the Wider Local Radio 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 Local Radio 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 Local Radio Group;
(h) save as Disclosed, UKRD not having discovered:
(i) that any financial, business or other information concerning the Wider Local
Radio Group publicly announced or disclosed at any time by or on behalf of any
member of the Wider Local Radio Group to the Wider UKRD 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 Local Radio Group or any partnership,
company or other entity in which any member of the Wider Local Radio Group has a
significant economic interest and which is not a subsidiary undertaking of Local
Radio, is subject to any liability, contingent or otherwise, which is not
disclosed in the annual accounts for Local Radio for the year ended 30 September
2008 and which would or could be expected to adversely affect the business of
the Wider Local Radio 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
Local Radio 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 Local Radio 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 Local Radio Group, under any environmental legislation,
regulation, notice, circular or order of any Third Party.
For the purposes of these conditions, the "Wider Local Radio Group" means Local
Radio and its subsidiary undertakings, associated undertakings and any other
undertaking in which Local Radio and/or such undertakings (aggregating their
interests) have a significant interest and the "Wider UKRD Group" means UKRD and
its subsidiary undertakings, associated undertakings and any other undertaking
(except Local Radio) in which UKRD and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes "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).
UKRD 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 (London time) on the twenty first day after the later of
the first closing date of the Offer and the date on which condition (a) is
fulfilled (or, in each case, such later date as the Panel may agree).
UKRD 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 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.
Except with the Panel's consent, UKRD will not invoke any of the above
conditions (except condition (a)) so as to cause the 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 UKRD in the
context of the Offer.
If UKRD is required by the Panel to make an offer for Local Radio Shares under
the provisions of Rule 9 of the Code, UKRD may make such alterations to the
above conditions of the Offer, including condition (a), as are necessary to
comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission or if the
European Commission initiates proceedings under Article 6(1)(c) of the Merger
Regulation, or following a referral under Article 9(1) of the Merger Regulation,
there is a subsequent reference to the Competition Commissionbefore 1.00 p.m.
(London time) on the first closing date of the Offer or the time and date on
which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later. In such circumstances, the Offer will cease to be
capable of further acceptance and persons accepting the Offer and UKRD shall
thereupon cease to be bound by Forms of Acceptance delivered on or before the
date on which the Offer so lapses.
Part B: Further terms of the Offer
(a) If the Offer lapses, it will cease to be capable of further acceptance.
Local Radio Shareholders who have already accepted the Offer shall then cease to
be bound by acceptances delivered on or before the date on which the Offer
lapses.
(b) The 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 Offer Document and Form of Acceptance.
(c) The conditions are inserted for the benefit of UKRD and no Local Radio
Shareholder shall be entitled to waive any of the conditions without the prior
written consent of UKRD.
(d) Each of conditions (a) to (h) in Part A of this Appendix I shall be
regarded as a separate condition and shall not be limited by reference to any
other condition.
(e) The Offer will lapse unless the conditions set out above (other than the
conditions set out in paragraph (a) above) are fulfilled or (if capable of
waiver) waived or, where appropriate, have been determined by UKRD to be or to
remain satisfied no later than midnight on the twenty first day after the later
of the first closing date of the Offer and the date on which the Offer becomes
or is declared unconditional as to acceptances, or such later date as the Panel
may agree.
APPENDIX II:
BASES AND SOURCES
Unless otherwise stated:
(a) the financial information relating to Local Radio has been extracted or
derived, without material adjustment, from Local Radio's audited accounts and
the audited consolidated financial statements for Local Radio for the year ended
30 September 2008;
(b) the financial information relating to UKRD has been extracted or derived,
without material adjustment, from UKRD's audited accounts and the audited
consolidated financial statements for UKRD for the year ended 30 September 2008;
(c) 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
26 March 2009, being the last practicable Business Day prior to the release of
this Announcement; and
(d) 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 Offer pursuant to Rule 2.5 |
|
| 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 security, not in |
| "in certificated form"
| uncertificated form (that is, not in CREST); |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Charles Stanley" | 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 Offer; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Form of Acceptance" | the form of
acceptance and authority relating to |
|
| the Offer in respect of certificated Local Radio |
|
| Shares;
|
| |
|
+------------------------------------------+-------------------------------
=-------------------+
| "FSMA" | the
Financial Services and Markets Act 2000 (as |
|
| amended from time to time); |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "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 "Local Radio | the
directors of Local Radio at the date of this |
| Board"
| Announcement; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Local Radio Optionholders" | the holders
of options granted under the Local |
|
| Radio Share Option Schemes; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Local Radio Share Option Schemes" | the Local
Radio Approved Share Option 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 Offer |
|
| closes (or such earlier date, not being earlier |
|
| than the date on which the 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; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Offer" | the cash
offer by UKRD, on the terms and subject |
|
| to the conditions set out in this document and the |
|
| 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);
|
| |
|
+------------------------------------------+-------------------------------
=-------------------+
| "Offer Period" | the period
commencing on 27 March 2009 (being the |
|
| date of this Announcement) and ending on whichever |
|
| of the following times shall be the latest: (i)
|
| | the first closing date of the
Offer; (ii) the date |
| | on which
the Offer lapses or is withdrawn; and |
|
| (iii) the date on which the Offer becomes or is |
|
| declared unconditional;
|
| |
|
+------------------------------------------+-------------------------------
=-------------------+
| "Offer Price" | 2 pence for
every Local Radio Share held by Local |
|
| Radio Shareholders; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "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 Offer would violate the law of that
|
| | jurisdiction;
|
| |
|
+------------------------------------------+-------------------------------
=-------------------+
| "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 Board" | the
directors of UKRD as of the date of this |
|
| Announcement; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "UKRD Group" | UKRD and
its existing subsidiary undertakings; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "United Kingdom" or "UK" | the United
Kingdom of Great Britain and Northern |
|
| Ireland; |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Wider UKRD Group" | means as
defined in Part A of Appendix I of this |
|
| Announcement; and |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
| "Wider Local Radio Group" | means as
defined in Part A of Appendix I of this |
|
| Announcement. |
|
|
|
+------------------------------------------+-------------------------------
=-------------------+
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 document, the Form of
Acceptance 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
OFBZDLFLKXBZBBE
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