TLR Local Radio

 

TIDMTLR 
 
RNS Number : 9576Q 
UKRD Group Limited 
22 April 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 
 
 
UKRD Group Limited ("UKRD" Or The "Company") 
First Closing Date - Offer for The Local Radio Company plc extended 
 
 
On 27 March 2009, UKRD made a cash offer (the "Offer") to acquire the entire 
issued and to be issued share capital of The Local Radio Company plc ("Local 
Radio") on the basis of 2 pence per Local Radio Share. 
 
 
The Company hereby notifies Local Radio Shareholders that as at 1.00 p.m. 
(London time) on 21 April 2009, being the First Closing Date of the Offer, it 
has received valid acceptances of the Offer in respect of 16,761,083 Local Radio 
Shares, representing 23.27 per cent. of the issued share capital of Local Radio. 
 
 
Such acceptances include acceptances in respect of 11,520,000 Local Radio 
Shares, representing approximately 16.00 per cent. of the existing issued share 
capital of Local Radio, which were the subject of an irrevocable undertaking 
from Trevor Smallwood dated 27 March 2009. 
 
 
Accordingly, UKRD now holds valid acceptances in respect of and has an interest 
in 26,486,083 Local Radio Shares in aggregate, representing approximately 36.78 
per cent. of the existing issued share capital of Local Radio. 
 
 
On 31 March 2009 Invesco Asset Management Ltd ("Invesco"), acting for and on 
behalf of its discretionary managed clients, confirmed in a letter of intent 
(the "Invesco Letter of Intent") that it is its current intention to accept the 
Offer in respect of 3,914,416 Local Radio Shares, representing approximately 
5.44 per cent. of the existing issued share capital of Local Radio.From the 
information available to UKRD as at the date of this announcement, UKRD believes 
that Invesco has accepted the Offer in respect of 830,584 Local Radio Shares 
which were subject to the Invesco Letter of Intent, representing 1.15 per cent. 
of the existing issued share capital of Local Radio.  Such shares have been 
included in the number of valid acceptances received in respect of the Offer 
referred to above. 
 
 
UKRD also announces that the Offer is being extended for a further 14 days and 
will remain open for acceptance until 1.00 p.m. (London time) on 5 May 2009. For 
more information, please refer to the Offer Document. 
 
 
22 April 2009 
 
 
For further information, please contact: 
 
 
+-------------------------------------------------------+---------------+ 
| Charles Stanley Securities (Financial Adviser to      | 020 7149 6000 | 
| UKRD)                                                 |               | 
+-------------------------------------------------------+---------------+ 
| Rick Thompson                                         |               | 
+-------------------------------------------------------+---------------+ 
| Philip Davies                                         |               | 
+-------------------------------------------------------+---------------+ 
| Carl Holmes                                           |               | 
+-------------------------------------------------------+---------------+ 
 
 
Charles Stanley Securities, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, 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 its clients or for 
providing advice in relation to the Offer, the contents of the Offer Document or 
this announcement or any transaction or arrangement or other matter referred to 
herein. 
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 Offer or otherwise. The Offer has been made solely through the 
Offer Document and (in respect of Local Radio Shares held in certificated form) 
the Form of Acceptance, which together contain the full terms and conditions of 
the Offer, including details of how to accept the Offer. Any acceptance or other 
response to the Offer should be made only on the basis of the information 
contained in the Offer Document and (in respect of Local Radio Shares held in 
certificated form) the Form of Acceptance. The Offer will be subject to the 
applicable requirements of the City Code, the Panel, the London Stock Exchange 
and the Financial Services Authority. 
 
 
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 Offer is 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 or Japan), and the Offer is not capable of acceptance by any such use, 
means, instrumentality or facility or from within a Restricted Jurisdiction. 
Accordingly, copies of the Offer Document, the Form of Acceptance (in respect of 
certificated Local Radio 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. 
 
 
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. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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