TLR Local Radio

 

TIDMTLR 
 
RNS Number : 6448S 
UKRD Group Limited 
21 May 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 
 
 
Mandatory 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 (the "Second Revised Offer") 
 
 
OFFER DOCUMENT POSTED 
 
Further to the announcement made on 12 May 2009 of a second revised mandatory 
cash offer for the entire issued and to be issued share capital of The Local 
Radio Company PLC ("Local Radio") not already owned by UKRD Group Limited 
("UKRD"), UKRD is pleased to announce that the offer document (the "Second 
Revised Offer Document") containing the full terms of the Second Revised Offer 
was posted to Local Radio Shareholders yesterday together, where appropriate, 
with the New Form of Acceptance. 
 
 
John Perriss, the Independent Director of Local Radio, having been so advised by 
Ruegg, considers the terms of the Second Revised Offer to be fair and 
reasonable. In providing its advice, Ruegg has taken into account his commercial 
assessment of the Second Revised Offer. Accordingly, John Perriss recommends 
that all Local Radio Shareholders accept the Second Revised Offer. 
 
 
UKRD has given assurances that it is making the Second Revised Offer in order to 
turn around Local Radio's business and to provide a viable exit route for those 
Local Radio Shareholders who no longer wish to invest in Local Radio. 
In deciding to recommend the Second Revised Offer, John Perriss has taken into 
account a number of factors, including: 
 
 
·The Second Revised Offer provides certainty of value to Local Radio 
Shareholders through a cash offer. 
 
·The Second Revised Offer provides Local Radio Shareholders with an opportunity 
to realise their investment for cash at a substantial premium to the pre Offer 
Period share price and subsequent share prices, representing: 
 
·a premium of 300 per cent. to the Closing Price of 1 pence per Local Radio 
Share on AIM on 26 March 2009, being the last dealing day prior to the 
commencement of the Offer Period; and 
 
·a premium of 23.10 per cent. to the Closing Price of 3.25 pence per Local Radio 
Share on AIM on 8 May 2009, being the last dealing day prior to the announcement 
of the Second Revised Offer; 
 
· Hallwood has announced that its offer of 5 pence per Local Radio Share has 
been withdrawn; and 
· UKRD has given assurances that it will make funds available as needed to meet 
the Local Radio Group's working capital requirements. 
 
 
Finally, Local Radio Shareholders' attention is drawn to paragraph 9 of Part I 
of the Second Revised Offer Document with regard to delisting, cancellation of 
trading and compulsory acquisition of Local Radio Shares and, in particular, the 
warning that delisting of Local Radio Shares would significantly reduce the 
liquidity and marketability of any Local Radio Shares not acquired under the 
Second Revised Offer at that time. 
Hallwood announced on 14 May 2009 that it is not going to accept the Second 
Revised Offer. If Hallwood does not accept the Second Revised Offer, UKRD will 
not receive, or be able to otherwise acquire, 75 per cent. or more of the voting 
rights of Local Radio Shares. In such circumstances, the cancellation of the 
admission of Local Radio Shares to trading on AIM will not occur without the 
consent of the London Stock Exchange. If the London Stock Exchange does not 
grant such consent, the Local Radio Shares held by Local Radio Shareholders who 
do not accept the Second Revised Offer will continue to be quoted on AIM. 
However, in view of UKRD's majority shareholding in the capital of Local Radio 
and Hallwood's significant minority shareholding, the liquidity of Local Radio 
Shares will be limited. 
 
 
Copies of the Second Revised Offer Document and the New Form of Acceptance are 
available for inspection during normal business hours on any weekday (UK public 
holidays excepted) at the offices of Charles Stanley Securities, 131 Finsbury 
Pavement, London EC2A 1NT throughout the period during which the Second Revised 
Offer remains open for acceptance. Additional New Forms of Acceptance are 
available from Capita Registrars, by telephoning 0871 664 0321 or +44 20 8639 
3399 (if telephoning from outside the UK). A copy of the Second Revised Offer 
Document is also available on UKRD's website, www.ukrd.com. 
Terms defined in the Second Revised Offer Document have the same meaning in this 
announcement. 
 
 
For further information, please contact: 
 
 
+-------------------------------------------------------+---------------+ 
| Charles Stanley Securities (Financial Adviser to      | 020 7149 6000 | 
| UKRD)                                                 |               | 
+-------------------------------------------------------+---------------+ 
| Richard 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 Second Revised 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 Second Revised Offer, the 
contents of the Second Revised Offer Document or this announcement or any 
transaction or arrangement or other matter referred to herein. 
 
 
Ruegg, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Local Radio and no one else in 
connection with the Second Revised Offer and will not be responsible to anyone 
other than Local Radio for providing the protections afforded to its clients or 
for providing advice in relation to the Second Revised Offer, the contents of 
the Second Revised 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 Second Revised Offer or otherwise. The Second Revised Offer will 
be made solely through the Second Revised Offer Document and (in respect of 
Local Radio Shares held in certificated form) the New Form of Acceptance, which 
will together contain the full terms of the Second Revised Offer, including 
details of how to accept the Second Revised Offer. Any acceptance or other 
response to the Second Revised Offer should be made only on the basis of the 
information contained in the Second Revised Offer Document and (in respect of 
Local Radio Shares held in certificated form) the New Form of Acceptance. The 
Second Revised 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 Second Revised 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 Second Revised Offer is not 
capable of acceptance by any such use, means, instrumentality or facility or 
from within a Restricted Jurisdiction. Accordingly, copies of the Second Revised 
Offer Document, the New 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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ODPEANSFASPNEEE 
 

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