TIDMTLR
RNS Number : 1050S
UKRD Group Limited
12 May 2009
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO
12 May 2009
UKRD Group Limited Offer declared unconditional in all respects
The UKRD Board is pleased to announce that as at 11 a.m. on 12 May 2009, valid
acceptances of the Initial Offer and the Revised Offer (as detailed further
below) have been received in respect of a total of 21,337,102 Local Radio
Shares, representing approximately 29.63 per cent. of the existing issued share
capital of Local Radio.
UKRD owns 14,734,456 Local Radio Shares, representing approximately 20.46 per
cent. of the existing issued share capital of Local Radio. These Local Radio
Shares when taken together with acceptances of the Initial Offer and the Revised
Offer give an aggregate total number of 36,071,558 Local Radio Shares,
representing approximately 50.09 per cent. of the existing issued share capital
of Local Radio.
Since the Revised Offer and the Second Revised Offer are mandatory cash offers
in accordance with Rule 9 of the City Code both are conditional only on UKRD
receiving acceptances in respect of Local Radio Shares which, together with
those Local Radio Shares acquired or agreed to be acquired before or pursuant to
the Revised Offer and the Second Revised Offer, will result in UKRD holding
Local Radio Shares carrying more than 50 per cent. of the voting rights of Local
Radio.
The UKRD Board is therefore now pleased to announce that all of the conditions
to the Initial Offer, Revised Offer and Second Revised Offer (together the
"Offer") have now been satisfied or waived and that, accordingly, the Offer
is today declared unconditional in all respects.
The UKRD Board does not intend to accept the offer made by Hallwood Financial
Limited at 5 pence per Local Radio Share.
Notice is hereby given that the Offer will remain open for acceptance until
further notice. Local Radio Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible. Local Radio Shareholders who have not yet
accepted the Offer and who hold their Local Radio Shares in certificated form
(that is, not in CREST) are urged to accept the Offer by completing, signing and
returning the Revised Offer Form of Acceptance in accordance with the
instructions set out in the Revised Offer Document and on the Revised Offer Form
of Acceptance so as to be received by Capita Registrars Limited, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as
possible.
Local Radio Shareholders who have not yet accepted the Offer and who hold their
Local Radio Shares in uncertificated form (that is, in CREST) are urged to
accept the Offer by sending (or procuring the sending of) a TTE Instruction in
accordance with the instructions set out in the Revised Offer Document as soon
as possible.
All Local Radio Shareholders who have accepted or accept the Initial Offer, the
Revised Offer or the Second Revised Offer will automatically receive 4 pence per
Local Radio Share.
Settlement of consideration
Settlement of the consideration due under the Offer in respect of valid
acceptances which have been received and are complete in all respects will be
despatched on or before 26 May 2009. Settlement of the consideration in respect
of further acceptances which have been received and are valid and complete in
all respects will be despatched within 14 days of receipt thereof.
For further information, please contact:
+-------------------------------------------------------+---------------+
| Charles Stanley Securities (Financial Adviser to | 020 7149 6000 |
| UKRD) | |
+-------------------------------------------------------+---------------+
| Rick Thompson | |
+-------------------------------------------------------+---------------+
| Philip Davies | |
+-------------------------------------------------------+---------------+
| Carl Holmes | |
+-------------------------------------------------------+---------------+
Charles Stanley Securities, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for UKRD and no
one else in connection with the Second Revised Offer and will not be responsible
to anyone other than UKRD for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in relation to the
Second Revised Offer, the content of this Announcement or any other matter or
arrangement referred to herein.
The Second Revised Offer Document and the New Form of Acceptance will be sent to
Local Radio Shareholders as soon as is reasonably practicable, other than
Overseas Shareholders in the circumstances permitted under the City Code or in
accordance with any dispensation given by the Panel. Those Local Radio
Shareholders receiving the Second Revised Offer Document are strongly advised to
read it in full, as it will contain important information, together with the
Initial Offer Document and the Revised Offer Document. The full terms of and
conditions to the Second Revised Offer will be set out in the Second Revised
Offer Document and the New Form of Acceptance. In deciding whether or not to
accept the Second Revised Offer, Local Radio Shareholders should rely solely on
the information contained in, and follow the procedures set out in, the Initial
Offer Document, the Revised Offer Document, the Second Revised Offer Document
and the New Form of Acceptance.
THIS 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 THIS ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY
APPLICABLE LAW. THE SECOND REVISED OFFER WILL BE MADE SOLELY BY MEANS OF THE
SECOND REVISED OFFER DOCUMENT AND THE NEW FORM OF ACCEPTANCE ACCOMPANYING
THE SECOND REVISED OFFER DOCUMENT.
Unless otherwise determined by UKRD and subject to any dispensation required
from the Panel, the Second Revised Offer will not be made, directly or
indirectly, in or into or by the use of mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) or interstate or foreign commerce of, or through any facilities
of a national securities exchange of any Restricted Jurisdiction, and the Second
Revised Offer, when made, should not be accepted by any such use, means,
instrumentality or facilities from or within any Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent, into or from any Restricted
Jurisdiction and persons receiving this Announcement (including, without
limitation custodians, nominees and trustees) should observe these restrictions
and not mail or otherwise forward, distribute or send it in, into or from any
Restricted Jurisdiction. Doing so may render invalid any purported acceptance of
the Second Revised Offer. Notwithstanding the foregoing, UKRD will retain the
right to permit the Second Revised Offer to be accepted and any sale of
securities pursuant to the Second Revised Offer to be completed if, in its sole
discretion, it is satisfied that the transaction in question can be undertaken
in compliance with applicable law and regulation.
Further Information on the Second Revised Offer
The availability of the Second Revised Offer to Local Radio Shareholders who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Local Radio Shareholders who are not resident in the United
Kingdom will need to inform themselves about and observe any applicable
requirements.
This 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 Announcement had been prepared in
accordance with the laws of jurisdictions outside England.
The Second Revised Offer will be subject to the applicable rules and regulations
of the Financial Services Authority, the London Stock Exchange and the City
Code.
Forward Looking Statements
This Announcement, including information included or incorporated by reference
in this Announcement, may contain 'forward-looking statements' concerning Local
Radio and UKRD. Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'expects', 'intends', 'forecast', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
reflect the relevant persons' current views with respect to future events and
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviour of other market participants, and therefore undue reliance should
not be placed on such statements. UKRD assumes no obligation and does not
intend to update these forward-looking statements, except as required pursuant
to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Local Radio, all "dealings" in any "relevant
securities" of Local Radio (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") by such person must be
publicly disclosed by no later than 3.30 p.m. on the Business Day following the
date of the relevant transaction. This requirement will continue until the date
on which the Second Revised Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the Offer Period
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Local Radio, they will be deemed to be a single person for the
purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Local Radio by Local Radio or UKRD, or by any of their respective
"associates", must be disclosed by no later than 12.00p.m. on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended), consult the Panel's
website or contact the Panel on telephone number +44 (0)20 7382 9026 or fax +44
(0)20 7236 7005. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
otherwise requires:
+--------------------------------+---------------------------------------+
| "Capita Registrars" | a trading name of Capita Registrars |
| | Limited; |
| | |
+--------------------------------+---------------------------------------+
| "certificated" or | in relation to a share or other |
| "in certificated form" | security, not in uncertificated form |
| | (that is, not in CREST); |
| | |
+--------------------------------+---------------------------------------+
| "Charles Stanley Securities" | Charles Stanley Securities, a trading |
| | division of Charles Stanley & Co. |
| | Limited; |
| | |
+--------------------------------+---------------------------------------+
| "City Code" | the City Code on Takeovers and |
| | Mergers; |
| | |
+--------------------------------+---------------------------------------+
| "CREST" | the relevant system (as defined in |
| | the Regulations) in respect of which |
| | Euroclear is the operator; |
| | |
+--------------------------------+---------------------------------------+
| "Initial Offer" | the cash offer by UKRD, on the terms |
| | and subject to the conditions set out |
| | in the Initial Offer Document and the |
| | Initial Form of Acceptance (in |
| | respect of certificated Local Radio |
| | Shares), to acquire all of the Local |
| | Radio Shares (including, where the |
| | context requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer); |
| | |
+--------------------------------+---------------------------------------+
| "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 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 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 UKRD may, |
| | subject to the City Code and the |
| | Panel, decide); |
| | |
+--------------------------------+---------------------------------------+
| "New Form of Acceptance" | the form of acceptance and authority |
| | relating to the Second Revised Offer |
| | in respect of certificated Local |
| | Radio Shares; |
| | |
+--------------------------------+---------------------------------------+
| "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 Second |
| | Revised Offer would violate the law |
| | of that jurisdiction; |
| | |
+--------------------------------+---------------------------------------+
| "Revised Offer" | the mandatory cash offer by UKRD, on |
| | the terms and conditions set out in |
| | the Revised Offer Document and the |
| | Revised Offer Form of Acceptance (in |
| | respect of certificated Local Radio |
| | Shares) to acquire all of the Local |
| | Radio Shares (including, where the |
| | context requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer); |
| | |
+--------------------------------+---------------------------------------+
| "Revised Offer Document" | the document containing the terms and |
| | conditions of the Revised Offer dated |
| | 30 April 2009; |
| | |
+--------------------------------+---------------------------------------+
| "Revised Offer Form of | the form of acceptance and authority |
| Acceptance" | relating to the Revised Offer in |
| | respect of certificated Local Radio |
| | Shares; |
| | |
+--------------------------------+---------------------------------------+
| "Second Revised Offer" | the mandatory cash offer by UKRD, on |
| | the terms and conditions set out in |
| | the Second Revised Offer Document and |
| | the New Form of Acceptance (in |
| | respect of certificated Local Radio |
| | Shares) to acquire all of the Local |
| | Radio Shares (including, where the |
| | context requires, any subsequent |
| | revision, variation, extension or |
| | renewal of such offer); |
| | |
+--------------------------------+---------------------------------------+
| "Second Revised Offer | the document containing the terms and |
| Document" | conditions of the Second Revised |
| | Offer to be sent to Local Radio |
| | Shareholders; |
| | |
+--------------------------------+---------------------------------------+
| "Second Revised Offer Price" | 4.00 pence per Local Radio Share; |
| | |
+--------------------------------+---------------------------------------+
| "UKRD" | UKRD Group Limited, a limited company |
| | incorporated in England and Wales |
| | with company number 2725453 and |
| | having its registered office at Carn |
| | Brea Studios, Wilson Way, Redruth, |
| | Cornwall, TR15 3XX; |
| | |
+--------------------------------+---------------------------------------+
| "UKRD Directors" or "UKRD | the directors of UKRD as of the date |
| Board" | of this Announcement; |
| | |
+--------------------------------+---------------------------------------+
| "UKRD Group" | UKRD and its existing subsidiary |
| | undertakings; and |
| | |
+--------------------------------+---------------------------------------+
| "United Kingdom" or "UK" | the United Kingdom of Great Britain |
| | and Northern Ireland. |
| | |
+--------------------------------+---------------------------------------+
Save where otherwise stated, for the purposes of this Announcement,
"subsidiary", "subsidiary undertaking", "associated undertaking", and
"undertaking" shall be construed in accordance with the 1985 Act (but for this
purpose ignoring paragraph 19 of Schedule 6 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2009).
In this document, the singular includes the plural and vice versa, unless the
context otherwise requires. All references in this Announcement to time are to
London time.
All references to legislation in this Announcement are to English legislation
unless the contrary is stated. Any references to any provision of any
legislation shall include any amendment, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPBBGDULGBGGCD
Local Radio (LSE:TLR)
Historical Stock Chart
From Apr 2024 to May 2024
Local Radio (LSE:TLR)
Historical Stock Chart
From May 2023 to May 2024
