TIDMTLR
RNS Number : 4905Q
Local Radio Company PLC (The)
14 April 2009
The Local Radio Company plc
Response to Offer from UKRD
The independent non-executive director of The Local Radio Company plc announces
his response to the Offer from UKRD Group Limited. The independent non-executive
director has carefully considered all material aspects of the UKRD Offer and
strongly recommends shareholders reject the UKRD Offer.
The formal response letter is published below and a copy will be posted to
Shareholders today.
For further information please contact:
The Local Radio Company plc
John Perriss Tel: 01295 780843
Ruegg & Co Limited
Brett Miller Tel: 020 7584 3663
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly)
in 1% or more of any class of "relevant securities" of The Local Radio Company
plc all dealings in any relevant securities of that company (including by means
of an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3:30 pm (London time)
on the London 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declared, unconditional as to acceptances, lapses or is otherwise withdrawn or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 The Local Radio Company plc,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of The Local Radio Company plc or by any of its respective
"associates", must be disclosed by no later than 12:00 noon (London time) on the
London 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 Takeover 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 option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. 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 DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take you should consult an independent
financial adviser authorised under the Financial Services and Markets Act 2000
("FSMA").
If you have sold or otherwise transferred all of your Shares, please send
this document as soon as possible to the purchaser or transferee or to the
stockbroker, bank or other agent through whom you have sold or transferred your
Shares for delivery to the purchaser or transferee.
This document should not be sent or transmitted in, or into, any jurisdiction
where to do so might constitute a violation of local securities law or
regulations, including, but not limited to, the United States, Canada, South
Africa, New Zealand, Australia and Japan (being the "Excluded Territories").
Ruegg & Co Limited ("Ruegg"), which is authorised and regulated in the United
Kingdom by the FSA, is the Company's nominated adviser and broker and is acting
exclusively for the Company in connection with the UKRD Offer and will not be
responsible to any other person for providing the protections afforded to
customers of Ruegg or for advising any other person in respect of the UKRD
Offer. Ruegg's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed to London Stock Exchange and are not owed
to the Company or to any Director or to any other person who acts in reliance on
any part of this document. No representation or warranty, express or implied, is
made by Ruegg as to any of the contents of this document.
Letter from the Independent Non-Executive Director of The
Local Radio Company plc
The Local Radio Company plc
(Incorporated and registered in England and Wales under the
Companies Act 1985 with registered number 4931007)
+------------------------------------------------------------------------+--------------------------------------------------------+
| Directors | Registered Office: |
+------------------------------------------------------------------------+--------------------------------------------------------+
| Anthony Gumbiner (Non-Executive Chairman) | 11 Duke Street |
+------------------------------------------------------------------------+--------------------------------------------------------+
| Rhys Davies (Investment Director) | High Wycombe |
+------------------------------------------------------------------------+--------------------------------------------------------+
| John Perriss (Non-Executive Director)* | Buckinghamshire |
+------------------------------------------------------------------------+--------------------------------------------------------+
| | HP13 6EE |
+------------------------------------------------------------------------+--------------------------------------------------------+
| (*denotes Independent Director) | |
+------------------------------------------------------------------------+--------------------------------------------------------+
| | 14 April 2009 |
+------------------------------------------------------------------------+--------------------------------------------------------+
To Shareholders and, for information purposes only, to the holders of options
over Shares
Dear Shareholder
Offer by UKRD Group Limited to acquire The Local Radio Company plc
On 27 March 2009 UKRD announced the terms of a cash offer for the entire issued
and to be issued share capital of the Company not already owned by UKRD. The
UKRD Offer was posted to Shareholders on 31 March 2009 and values each of the
Company's Shares at 2 pence and the existing issued ordinary share capital of
the Company at approximately GBP1.44 million.
On 7 April 2009 UKRD announced that it has funding available to allow an
injection of working capital from UKRD into the Company as soon as practicable
once the UKRD Offer is declared wholly unconditional.
Prior to UKRD making the UKRD Offer the Company posted to Shareholders the Open
Offer Circular to raise approximately GBP1.51 million before expenses. At the
Company's General Meeting to approve various resolutions in connection with the
Open Offer held on 1 April 2009 UKRD voted against the proposed resolutions and
hence the Open Offer, which required a 75 per cent. vote in favour, was voted
down.
The Open Offer was conceived by the Company and its advisers as the funding
mechanism which allowed the Company to secure the funding it requires and
enabled Shareholders to participate in the Company's restructuring and
turnaround plan. As part of that restructuring and turnaround plan, the Company
announced on 9 April 2009 the sale of the Jazz FM Business to Jazz Investments
Limited, a company established by Richard Wheatly and Alistair Mackenzie (former
directors of the Company), for GBP1. As part of that transaction Jazz
Investments Limited assumed a liability owed by the LRC Group of GBP195,510
which would otherwise have been due to be discharged on 31 March 2009. Also, as
a consequence of the disposal of the Jazz FM Business the LRC Group has avoided
incurring redundancy related expenses of approximately GBP258,000.
In giving my opinion on the UKRD Offer, the Takeover Code requires me to state
my views on the impact of the UKRD Offer on the Company's stakeholders. I note
that UKRD does not presently intend to make any material changes to the
conditions of employment of management and employees of the Company and its
subsidiaries, that it intends to conduct a review of the Company's operations
and that it is not possible at this stage to predict the outcome of that review.
I also note that UKRD intends, as soon as it is appropriate and possible to do
so, to procure that the Company applies for cancellation of its listing on AIM.
On 9 April 2009, Hallwood announced an offer to acquire the entire issued and to
be issued share capital of the Company at a price of 2.5 pence per Share (the
"Hallwood Offer"). The Hallwood Offer is in competition with the UKRD Offer.
The key terms of the Hallwood Offer are:
* The Hallwood Offer will be made on the basis of 2.5 pence in cash per Share,
valuing the entire issued share capital of the Company at approximately
GBP1,800,040.
* The Hallwood Offer represents a premium of 66.6 per cent. to the closing price
of 1.5 pence per Share on 8 April 2009, being the latest practicable date prior
to the announcement of the Hallwood Offer. This also represents a 25 per cent.
premium on the price offered under the UKRD Offer.
* The Hallwood Offer is conditional upon receiving minimum acceptances from not
less than 90 per cent. of the Shares to which the Hallwood Offer relates,
although Hallwood has reserved the right to elect to reduce the condition to a
lesser percentage (provided it has acquired 50 per cent. of the voting rights
normally exercised at general meetings of the Company).
* If the Hallwood Offer becomes or is deemed unconditional in all respects and
acceptances are received in respect of 90 per cent. or more of the Shares to
which the Hallwood Offer relates, it is the intention of Hallwood, assuming it
becomes so entitled, to acquire compulsorily any outstanding Shares pursuant to
the provisions of the 2006 Act. In such case, Hallwood intends to procure that
the Company will apply for cancellation of the admission to trading of its
Shares on AIM.
* However, if the Hallwood Offer is declared unconditional in all respects but
acceptances are received in respect of less than 90 per cent. of the Shares to
which the Hallwood Offer relates, Hallwood has stated that it is its intention
to procure that the Company maintains the admission to trading of its Shares on
AIM. Charles Stanley Securities currently holds a total of 21,245,000 Shares as
nominee for UKRD and its Chairman, Trevor Smallwood, representing approximately
29.51 per cent. of the issued share capital of the Company.
* Hallwood has offered the Company a GBP1 million repayable on demand loan
facility to enable it to meet its current cash requirements, although the
Directors are actively considering all funding options and have yet to accept
the proposed terms of this loan facility. Under the terms on which it has been
offered, the loan facility would not be available were the UKRD Offer to become
unconditional, drawdown is conditional on the Company granting security over its
assets to Hallwood and the loan would attract an interest rate of 10 per cent.
per annum.
A committee, comprising myself as the sole Director of the Company not connected
with a prospective offeror for the Company, has been formed to consider the
terms of the UKRD Offer and the Hallwood Offer. Of the other Directors, Anthony
Gumbiner is a director of Hallwood and Rhys Davies is a director of Hallwood
Investments Limited, a company in the same group of companies as Hallwood.
The UKRD Offer should be rejected by Shareholders for the following reasons:
* The cash price offered in the Hallwood Offer is 25 per cent. higher than the
UKRD Offer and therefore Shareholders who do not wish to continue their
involvement with the Company can sell their Shares at a higher price under the
Hallwood Offer.
* However, Hallwood has stated that it will allow the Company to maintain its AIM
listing should it not achieve 90 per cent. acceptances, thus allowing
Shareholders to continue to be involved with the Company should they wish.
* Hallwood has offered a GBP1m loan facility to provide the Company with working
capital.
Accordingly I, the Independent Non-Executive Director of the Company, having
been so advised by Ruegg, strongly recommend that Shareholders REJECT the UKRD
Offer. In providing advice to me, Ruegg has taken into account my commercial
assessment of the UKRD Offer.
Your attention is directed to the further information contained in the Appendix
to this letter, which forms part of this document.
Yours faithfully
John Perriss
Independent Non-Executive Director of The Local Radio Company plc
APPENDIX
ADDITIONAL INFORMATION
1 Responsibility
1.1 The Directors of the Company accept responsibility for the information
contained in this document relating to the Company,
the Directors of the Company and members of their immediate families and
to the best of their knowledge and belief (having
taken all reasonable care to ensure that such is the case) the
information contained in this document for which they are
responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
1.2 The Independent Director accepts responsibility for the recommendation and
the associated opinions contained in the letter
from John Perriss, the Independent Non-Executive Director, which forms
part of this document and to the best of his
knowledge and belief (having taken all reasonable care to ensure that
such is the case) the information contained in this
document for which he is responsible is in accordance with the facts and
does not omit anything likely to affect the import of
such information.
2 Directors
The Directors of the Company are:
Anthony Gumbiner (Non-Executive Chairman)
Rhys Davies (Investment Director)
John Perriss (Non-Executive Director)
3 Shareholdings and dealings
3.1 Interests and dealings in the Company's Shares
3.1.1 The interests (all of which are beneficial unless stated otherwise) of the
Directors and their immediate families and of persons
connected with them (within the meaning of Section 252 of the 2006 Act)
in the issued share capital of the Company and the
existence of which is known to, or could with reasonable due diligence
be ascertained by, any Director as at the date of this
document are as follows:
+---------------------------------+---------------------------+---------------------------+
| | Number of | |
+---------------------------------+---------------------------+---------------------------+
| Director | Shares | % |
+---------------------------------+---------------------------+---------------------------+
| Anthony Gumbiner (via Hallwood) | 20,350,434 | 28.26% |
+---------------------------------+---------------------------+---------------------------+
| Rhys Davies | - | - |
+---------------------------------+---------------------------+---------------------------+
| John Perriss | - | - |
+---------------------------------+---------------------------+---------------------------+
3.1.2 At the close of business on 9 April 2009 (being the latest practicable
date prior to the publication of this document), no
options over Shares have been granted to the Directors and none remain
outstanding.
3.1.3 Dealings for value in Shares by the Directors of the Company and members
of their immediate families and related trusts
during the Disclosure Period were as follows:
+---------------------+------------------+-------------+-------------+-----------------+----------------+
| | | Date of | Nature of | No. of | Price per |
+---------------------+------------------+-------------+-------------+-----------------+----------------+
| Transferor | Transferee | Transaction | Transaction | Shares | Share |
+---------------------+------------------+-------------+-------------+-----------------+----------------+
| Hallwood | Hallwood Company | 10 October | Transfer | 20,350,434 | 5 pence |
+---------------------+------------------+-------------+-------------+-----------------+----------------+
| Investments Limited | Limited | 2008 | | | |
+---------------------+------------------+-------------+-------------+-----------------+----------------+
| | Hallwood | 10 October | Transfer | 20,350,434 | 5 pence |
| Hallwood Company | | | | | |
+---------------------+------------------+-------------+-------------+-----------------+----------------+
| Limited | | 2008 | | | |
+---------------------+------------------+-------------+-------------+-----------------+----------------+
The beneficial ownership of these shares did not change as a consequence of
these transactions.
3.1.4 Save as disclosed above, no Director of the Company nor any member of his
immediate family is interested in any of the
Company's securities nor has any Director of the Company, any member of
his immediate family or any related trust dealt for
value in any of the Company's securities during the Disclosure Period.
3.1.5 At the close of business on 9 April 2009 (being the latest practicable
date prior to the publication of this document), Ruegg
held nil Shares on behalf of discretionary clients. There have been no
dealings for value in Shares by discretionary clients of
Ruegg during the Disclosure Period. There have been no dealings for
value in Shares by Ruegg as principal during the
Disclosure Period.
3.1.6 Save as disclosed above in this paragraph 3, during the Disclosure Period
neither the Directors of the Company, any
company which is an associate of the Company by virtue of paragraph (1)
of the definition of associate in the Code
("Associate"), any pension fund of the Company or of any Associate,
any employee benefit trust of the Company or of any
Associate, any connected adviser (as defined in the Code) of the
Company or of any Associate or of any person acting in
concert with the Company, nor any person controlling, controlled by or
under the same control as any such connected
adviser has had any interests (as defined in the Code), rights to
subscribe for or short positions in the Shares or other
securities convertible into, or exchangeable for, or rights to
subscribe for or options (including traded options) in respect of
such Shares, or derivatives referenced to any of the foregoing, and
such securities have not been dealt in, borrowed or lent
in the Disclosure Period by any of them.
3.1.7 In this paragraph 3 references to "control" mean holdings, or
aggregated holdings, of shares carrying 30 per cent. or more of
the voting rights attributable to the share capital of a company which
are currently exercisable at a general meeting,
irrespective of whether or not the holding(s) give(s) de facto control.
3.2 Interests and dealings in securities of UKRD
Neither the Company nor any of the Directors of the Company, nor any member of
their immediate families, has an interest in or a right to subscribe for, or
holds any short position in (including a short position under a derivative), or
has entered into any agreement to sell or has any delivery obligation or right
to require any other person to purchase or take delivery of, any UKRD shares or
securities convertible into, rights to subscribe for, options (including traded
options) in respect of, and derivatives referenced to, UKRD shares and neither
the Company nor any of the Directors of the Company, nor any member of their
immediate families has dealt in any such securities during the Disclosure
Period.
3.3 Arrangements
Save as disclosed in this document, no arrangement of the kind referred to in
Note 6(b) on Rule 8 of the Code relating to relevant securities exists between
the Company or any of its Associates and any other person. For the purposes of
this paragraph "Associate" has the same meaning given in paragraph 3.1.6 above
and "relevant securities" has the same meaning as given in the Code.
4 Directors' service contracts
4.1 The Company has entered into the following letters of appointment and
service agreements with the Directors:
Executive Director
Rhys Davies was appointed as Investment Director on 22 October 2008. The fee
payable for Mr Davies' services is GBP60,000 per annum which is payable to
Glendower Partners Limited under an agreement between the Company, Glendower
Partners Limited and Rhys Davies for the provision by Glendower Partners Limited
of the services of Rhys Davies as Investment Director of the Company. This
agreement is terminable by three months' notice by either party. Prior to
22 October 2008, Mr Davies was appointed as Non-executive Director of the
Company on 29 November 2006.
Non-Executive Directors
John Perriss was appointed a Non-executive Director of the Company by letter of
appointment dated 10 May 2004. Mr Perriss was appointed for an initial three
year term which has been reviewed and extended for a further period of three
years at the discretion of the Board. The appointment is terminable at any time
on three months' notice by either the Company or Mr Perriss and otherwise in
accordance with the Company's articles of association. The fee payable for Mr
Perriss' services is GBP20,000 per annum and is subject to annual review by the
Board.
Anthony Gumbiner was appointed as Non-executive Director of the Company on 29
November 2006. This appointment is for an initial three year term which can be
reviewed and extended for a further period of three years at the discretion of
the Board. The appointment is terminable at any time on three months' notice by
either the Company or Mr Gumbiner and otherwise in accordance with the Company's
articles of association. Mr Gumbiner is not remunerated.
4.2 Save as disclosed in this paragraph 4, there are no entitlements to
commission or profit sharing arrangements under the
Directors' service agreements or letters of appointment.
4.3 The Company is not a party to any service contract or letter of
appointment with any of the Directors which provides for
benefits on the termination of any such arrangement.
4.4 None of the above mentioned service agreements, except the appointment
of Rhys Davies as Investment Director, have
been entered into or amended within 6 months of the date of this
document.
5 Material changes
Save as disclosed in this document, or in the Company's RNS announcement of the
results of the Company's general meeting on 1 April 2009, there has been no
material change in the financial or trading position of the Company as described
in the Open Offer Circular.
6 Material contracts
The following contracts, not being contracts entered into in the ordinary course
of business, have been entered into by the Company and/or its subsidiaries
during the two years preceding the date of this document and are or may be
material:
6.1 The engagement letter dated 5 March 2009 between Ruegg and the Company
pursuant to which Ruegg provided its
services in connection with the Open Offer. Under the terms of the
engagement letter the Company agreed to pay Ruegg a
fee of GBP60,000 for its services in connection with the Open Offer.
Ruegg agreed to subscribe GBP30,000 of that amount for
12,000,000 new shares at 0.25p per share (on the assumption that the
Open Offer would receive the support of
Shareholders).
6.2 The renewal of John Perriss' appointment as a non-executive director of
the Company, as referred to in paragraph 4.1 above.
6.3 On 28 September 2007 the Company entered into a commercial arrangement
with Portsmouth Football Club ("PFC"). The
Company's subsidiary, Radio Investments Limited, transferred the
entire share capital of three of its radio stations, Isle of
Wight Radio Limited, Spirit FM Limited and The Quay Radio Limited to
Quadrant Media Limited ("Quadrant"). Following
this transfer the Company sold 26 per cent. of its holding in Quadrant
to PFC for GBP1 million in cash, retaining a 74 per cent.
share in Quadrant after the transaction. The Company made a profit of
GBP795,000 on the sale of these shares.
6.4 By a share sale and purchase agreement dated 6 June 2008 the Company
sold the entire share capital of Dune FM Limited to
Niocom Limited for GBP10,000 cash and a deferred payment of GBP90,000.
6.5 By a share sale and purchase agreement dated 27 June 2008 the Company
sold the entire share capital of three of its radio
stations, Three Towns Radio Limited, Brunel FM Limited and Bath Radio
Limited to Bournemouth Local Radio Limited for a
total consideration of GBP3.
6.6 By share sale and purchase agreements dated 30 June 2008 (i) Radio
Investments Limited sold the entire share capital of Ivel
FM Limited and (ii) West Country Radio Holdings Limited sold the entire
share capital of Vale FM Limited, in each case to
Midwest Radio Limited and for GBP1 each.
6.7 By a share sale and purchase agreement dated 30 June 2008 the Company
sold the entire share capital of Huddersfield FM
Limited to Pennine FM Limited for a consideration of GBP1 and a
deferred payment of GBP125,000.
6.8 By a share sale and purchase agreement dated 21 August 2008 the Company
sold its 64% holding in Central FM Limited to
John Quinn, Chairman of Central FM Limited, who already owned 11% of
the station, for GBP575,000 cash.
6.9 An agreement dated 20 November 2008 and transfer dated 6 February 2009
for the sale by Silk FM Limited to Deafness
Support Network of Radio House, Bridge Street, Macclesfield, Cheshire
for a purchase price of GBP273,500.
6.10 An agreement dated 3 December 2008 and transfer dated 14 January 2009 for
the sale by Minster Sound Radio (York)
Limited to David Craven and Carole Craven of the freehold of
Chessingham House, 1 Chessingham Park, Dunnington for a
purchase price of GBP350,000, a lease of Chessingham House by David
Craven and Carole Craven to Minster Sound Radio
(York) Limited commencing on 14 January 2009 for a term of 15 years at
an annual rent of GBP27,000 (to be reviewed every five
years), and a rent deposit deed relating to a deposit of GBP13,500 held
by the landlord in respect of the lease.
6.11 By a business sale and purchase agreement dated 9 April 2009 the Company
and its subsidiary, Trinity FM Limited
("Trinity"), sold the Jazz FM business to Jazz Investments Limited,
a company established by Richard Wheatly (a former
director of the Company and Trinity) and Alistair Mackenzie (a former
director and employee of the Company). The
consideration received by the Company and Trinity for the disposal of
the Jazz FM business was GBP1 together with the
assumption by Jazz Investments Limited of Trinity's liability to GMG
Radio Holdings Limited to pay the sum of GBP195,510
which would otherwise have been due to be discharged by Trinity on 31
March 2009.
6.12 An agreement relating to the appointment of Rhys Davies as investment
director of the Company, as referred to in
paragraph 4.1 above.
6.13 The appointment of Jason Bryant as managing director of the Local
Stations Division of the Company with effect from 1
December 2008. The Company has entered into an agreement with Town &
Country Broadcasting Limited to procure the
services of Mr Bryant for an initial period of 18 months for a fee of
GBP243,000, payable in monthly instalments. The following
further arrangements, although not yet formally documented, have been
agreed in principle. A discretionary cash bonus of
GBP15,000 was paid to Mr Bryant in March 2009 and it is proposed that
a further discretionary cash bonus of GBP15,000 be paid
in June 2009 in respect of progress made on delivering the Company's
restructuring plan. A further cash bonus of GBP50,000
will be payable if (1) the Group (excluding restructuring costs and
excluding any contribution from Trinity/Jazz FM or First
Radio Sales Limited) achieves EBITDA of at least GBPnil for the
financial quarter from 1 July 2009 to 30 September 2009 and (2)
the Group is cash flow positive by 30 September 2009. Finally, the
Company has agreed in principle, subject to shareholder
approval (which is proposed to be requested at the Company's AGM in
2010), to grant to Mr Bryant an option to subscribe
for ordinary shares equal to 5% of the then issued share capital of
the Company at 0.25 pence per share, conditional on the
achievement of budget in the financial year from 1 October 2009 to
30 September 2010.
6.14 A compromise agreement dated 16 January 2009 between the Company and
Alistair MacKenzie for the termination of Mr
MacKenzie's employment with the Company by reason of redundancy.
6.15 An agreement dated 5 March 2009 made between (1) the Company, (2)
Hallwood, (3) Rhys Davies and (4) Jason Bryant
pursuant to which Hallwood, Rhys Davies and Jason Bryant agreed to
underwrite the Open Offer in the event that
Shareholders did not take up their entitlements under the Open Offer.
7 Consent
Ruegg has given and has not withdrawn its written consent to the inclusion in
this document of references to its name in the form and context in which they
appear.
8 Documents for inspection
Copies of the following documents will be available for inspection at the
offices of Stevens & Bolton LLP at The Billings, Guildford GU1 4YD during usual
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
while the UKRD Offer remains open for acceptance:
the memorandum and articles of association of the Company;
the audited consolidated accounts of the Company for the two years to 30
September 2008;
the directors' service contracts referred to in paragraph 4 above;
the material contracts referred to in paragraph 6 above; and
the written consent referred to in paragraph 7 above.
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"2006 Act" the Companies Act 2006, to the extent in force and applicable
"AIM"the AIM market of the London Stock Exchange plc
"Board" or "Directors"the Directors of the Company
"Code" or "Takeover Code"The City Code on Takeovers and Mergers
"Company" The Local Radio Company plc
"Disclosure Period"the period commencing on 27 March 2008 and ending on 9
April 2009 (being the latest
practicable date prior to the
posting of this document)
"Hallwood" Hallwood Financial Limited, a company incorporated on 16 April 2008
under the laws of
the British Virgin Islands with its
registered office at PO Box 3136, Road Town, Tortola,
British Virgin Islands
"Hallwood Offer"the offer to acquire the Company's Shares announced by
Hallwood on 9 April 2009
"Independent Director"John Perriss
"Jazz FM Business" the radio service and website known as Jazz FM operated by
the LRC Group on behalf of GMG
Radio Holdings Limited
("GMG") under a three year operating agreement with GMG
"LRC Group" the Company and each of its group undertakings (as defined in
the 2006 Act)
"Offeror" or "UKRD" UKRD Group Limited
"Open Offer" the conditional underwritten open offer to Shareholders to
subscribe for up to 604,813,314
new shares at 0.25p per new share
on the basis of 42 new shares for every 5 Shares held
"Open Offer Circular" the circular dated 6 March 2009 in relation to the Open
Offer
"Ruegg"Ruegg & Co Limited
"Shareholder" a registered holder of the Company's Shares
"Shares" ordinary shares of 4 pence each in the issued share capital of
the Company
"UKRD Offer"the offer on behalf of the Offeror to acquire the Company's
Shares on the terms set out in
the UKRD Offer Document
"UKRD Offer Document"the offer document dispatched to Shareholders on 31 March
2009 by UKRD setting out the
terms of the UKRD Offer
This information is provided by RNS
The company news service from the London Stock Exchange
END
RSPBLGDSRUBGGCX
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