Offer Update
June 05 2009 - 2:00AM
UK Regulatory
TIDMTLR
RNS Number : 4130T
UKRD Group Limited
05 June 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
5 June 2009
Recommended 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 TO CLOSE ON 19 JUNE 2009
The UKRD Board is pleased to announce that, as at 1.00 p.m. on 4 June 2009,
valid acceptances of the Second Revised Offer have been received in respect of a
total of 30,300,749 Local Radio Shares, representing approximately 42.08 per
cent. of the existing issued share capital of Local Radio.
UKRD owns 15,234,456 Local Radio Shares, representing approximately 21.16 per
cent. of the existing issued share capital of Local Radio. These Local Radio
Shares when taken together with acceptances of the Second Revised Offer give an
aggregate total number of 45,535,205 Local Radio Shares, representing
approximately 63.24 per cent. of the existing issued share capital of Local
Radio.
The UKRD Board is now pleased to declare that UKRD's Second Revised Offer for
the entire issued and to be issued ordinary share capital of Local Radio will
close at 1.00 p.m. on 19 June 2009.
Notice is hereby given that Local Radio Shareholders have until 1.00 p.m. on
Friday 19 June 2009 to submit their acceptances of the Second Revised Offer.
Local Radio Shareholders who have not yet accepted the Second Revised Offer are
urged to do so as soon as possible.
Local Radio Shareholders who have not yet accepted the Second Revised Offer and
who hold their Local Radio Shares in certificated form (that is, not in CREST)
are urged to accept the Second Revised Offer by completing, signing and
returning the New Form of Acceptance in accordance with the instructions set out
in the Second Revised Offer Document and on the New 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 and no later than
1.00 p.m. on 19 June 2009.
Local Radio Shareholders who have not yet accepted the Second Revised Offer and
who hold their Local Radio Shares in uncertificated form (that is, in CREST) are
urged to accept the Second Revised Offer by sending (or procuring the sending
of) a TTE Instruction in accordance with the instructions set out in the Second
Revised Offer Document as soon as possible and no later than 1.00 p.m. on 19
June 2009.
Settlement of consideration
Settlement of the consideration in respect of further acceptances of the Second
Revised Offer which are 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 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.
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 is
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
together contain the full terms of the Second Revised Offer, including details
of how to accept the Second Revised Offer. Any acceptance of 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 is 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
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