TIDMTLR
RNS Number : 4690Q
Hallwood Financial Limited
09 April 2009
Regulatory Announcement
Company: Hallwood Financial Limited
Headline: Offer for The Local Radio Company plc
Released: 9 April 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, IRELAND, SOUTH
AFRICA OR SWITZERLAND OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Cash Offer by Hallwood Financial Limited for the entire issued and to be issued
ordinary share capital of The Local Radio Company plc not already owned by
Hallwood (the "Offer")
Summary of the Offer
* Hallwood is pleased to announce the terms of a cash offer for the entire issued
and to be issued ordinary share capital of TLR not already owned by Hallwood.
* The Offer will be made on the basis of 2.5 pence in cash per TLR Share, valuing
the entire issued share capital of TLR at approximately GBP1,800,040.
* The Offer Price represents a premium of 66? per cent. to the Closing Price of
1.5 pence per TLR share on 8 April 2009, being the latest practicable date prior
to the release of the Announcement. The Offer Price also represents a 25 per
cent. premium on the price under the UKRD Offer.
* Hallwood owns 20,350,434 TLR Shares representing approximately 28.26 per cent.
of the existing issued share capital of TLR.
* Anthony J. Gumbiner, who is Chairman of Hallwood and non-executive Chairman of
TLR, is interested in Hallwood through his family trust. The principal focus of
Hallwood is investment in marketable securities in the US and the UK.
* The Offer is conditional upon Hallwood receiving minimum acceptances from not
less than 90 per cent. in nominal value of the TLR Shares. However, Hallwood
reserves the right to elect to reduce this condition to such lesser percentage
as Hallwood may elect (provided it has acquired more than 50% of the voting
rights normally exercised at general meetings of TLR).
* If the Offer is declared unconditional in all respects then, provided Hallwood
is not entitled to acquire compulsorily all remaining shares in TLR, Hallwood
intends to maintain the admission to trading on AIM of the TLR Shares.
For further information, please contact
+----------------------------------------+----------------------------------------+
| Hunton & Williams | Tel: 020 7220 5700 |
+----------------------------------------+----------------------------------------+
| (Legal Adviser to Hallwood) | |
+----------------------------------------+----------------------------------------+
| Paul Tetlow | |
+----------------------------------------+----------------------------------------+
This summary should be read in conjunction with the full text of this
Announcement. The Offer will be subject to the full conditions and further
terms which will be set out in the Offer Document and Form of Acceptance, which
are expected to be issued as soon as reasonably practicable and, in any event,
within 28 days of this Announcement.
Appendix II contains the definitions of certain expressions used in this summary
and this Announcement.
The Offer Document and Form of Acceptance will be sent to TLR Shareholders as
soon as is reasonably practicable. Those TLR Shareholders receiving the Offer
Document are strongly advised to read it in full, as it will contain important
information. The full terms and conditions of the Offer will be set out in the
Offer Document and Form of Acceptance. In deciding whether or not to accept the
Offer, TLR Shareholders should rely solely on the information contained in the
Offer Document and, in respect of TLR Shares held in certificated form, the Form
of Acceptance, and following the procedures set out therein.
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 WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND (IN RESPECT OF TLR SHARES HELD IN CERTIFICATED FORM) THE
FORM OF ACCEPTANCE, WHICH WILL 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 TLR SHARES HELD IN
CERTIFICATED FORM) THE FORM OF ACCEPTANCE. THE OFFER WILL BE SUBJECT TO THE
APPLICABLE REQUIREMENTS OF THE CITY CODE AND THE PANEL.
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 will 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, Ireland, South Africa or Japan), and the Offer will not be
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 TLR 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.
All documents, announcements and information published in relation to the Offer
will be made available, free of charge, at www.hallwoodfinancial.com by no later
than 12.00 noon on the Business Day following their release, and will remain
available throughout the Offer Period.
Cautionary statement regarding forward-looking statements
This Announcement may contain "forward-looking statements" concerning Hallwood
or TLR. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements 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 Hallwood's ability to control or
estimate precisely and therefore undue reliance should not be placed on such
statements. Hallwood assumes no obligation in respect of, 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 TLR, all "dealings" in any "relevant securities" of TLR
(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 TLR, 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 TLR Hallwood or TLR, or by any of their respective "associates",
must be disclosed by no later than 12.00 noon 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 whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, IRELAND, SOUTH
AFRICA OR SWITZERLAND OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Cash Offer by Hallwood Financial Limited for the entire issued and to be issued
ordinary share capital of The Local Radio Company plc not already owned by
Hallwood (the "Offer")
9 April 2009
Introduction
Hallwood is pleased to announce the terms of a cash offer for the entire issued
and to be issued ordinary share capital of TLR not already owned by
Hallwood. The Offer will be made on the basis of 2.5 pence in cash per TLR
Share, valuing the entire issued share capital of TLR at approximately
GBP1,800,040.
The Offer Document and Form of Acceptance will be posted to TLR Shareholders as
soon as reasonably practicable.
Hallwood owns 20,350,434 TLR Shares representing approximately 28.26 per cent.
of the existing issued share capital of TLR.
The Offer
The Offer, which will be subject to the terms and conditions set out in Appendix
I to this Announcement and the further terms and conditions to be set out in the
Offer Document and, if relevant, the Form of Acceptance, will be made on the
following basis:
for every TLR Share a cash payment of 2.5 pence
The Offer represents a premium of 66? per cent. to the Closing Price of 1.5
pence per TLR share on 8 April 2009, being the last Business Day prior to this
Announcement and the commencement of the Offer Period. It also represents a
premium of 25 per cent. on the offer of 2 pence per TLR share made pursuant to
the UKRD Offer.
The maximum amount of cash payable pursuant to the Offer will be approximately
GBP1.033 million (based on the existing issued ordinary share capital of TLR and
the acceptance of the Offer by all TLR Shareholders other than Hallwood and its
concert parties before the Offer lapses).
The TLR Shares to which the Offer relates will be acquired by Hallwood fully
paid, or credited as fully paid, and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other third party rights
or interests of any nature whatsoever and together with all rights now and
hereafter attaching to them, including, without limitation, the right to receive
in full and retain all dividends and other distributions (in any) declared, made
or paid in respect of the TLR Shares on or after the date of this Announcement.
The Offer can only become effective if all conditions to the Offer have been
satisfied or waived (to the extent permissible).
Background to and reasons for the Offer
Hallwood is making the Offer in order to gain control of TLR and because
Hallwood is willing to pay more for the TLR Shares than under the UKRD Offer.
Information on Hallwood
Directors
The directors of Hallwood at the date of this document are:
Anthony J. Gumbiner
Mylene Gumbiner
Alastair Howie
Principal Activities of Hallwood
Hallwood is a private limited company, wholly owned by The Hallwood Trust, a
Jersey based discretionary trust, the beneficiaries of which are Anthony J.
Gumbiner and his family. The trustee of The Hallwood Trust is Hallwood Company
Limited, a Nevis company.
Hallwood was incorporated on 16 April 2008 under the laws of the British Virgin
Islands. Its registered office is at P.O. Box 3136, Road Town, Tortola, British
Virgin Islands. Hallwood has not, to date, been required to produce audited
financial statements nor has it done so.
Currently, the principal business focus of Hallwood is investment in marketable
securities in the US and the UK.
Anthony J. Gumbiner is also Chairman and Chief Executive Officer of the Hallwood
Group Incorporated, a holding company listed on the NYSE Alternext Exchange.
The Hallwood Group Incorporated, through its subsidiaries, is involved
commercial and industrial real estate, energy and textile products. In
particular, the company's subsidiary, Brookwood Companies Incorporated is a
textile service firm. The company also owns a 22% stake in its private energy
affiliate, Hallwood Energy, L.P. which holds leases in Central and Eastern
Arkansas, South Louisiana and West Texas. Hallwood is not owned directly or
indirectly by The Hallwood Group Incorporated.
Information on TLR
TLR is a public limited company incorporated in England and Wales with company
number 4931007, whose ordinary shares are admitted to trading on AIM and which
owns and operates 19 local radio licences across the UK:
2BR
Alpha Radio
Arrow FM
Durham FM
FIRE Radio
Isle of Wight
Radio
Minster FM
Minster Northallerton
Mix 107
Mix 96
Silk
FM
Sovereign Radio
Spire FM
Spirit FM
Stray FM
Sun
FM
The Quay
Wessex FM
Yorkshire Coast Radio
Financing the Offer
Full acceptance of the Offer, assuming the acceptance of the Offer by all TLR
Shareholders other than Hallwood, would result in the payment by Hallwood of
approximately GBP1.033 million in cash. Hallwood would be able to finance such
payment from its current working capital reserves.
UBS (Monaco) S.A. has confirmed that sufficient financial resources are
available to Hallwood to satisfy in full the cash consideration payable as a
result of full acceptance of the Offer.
TLR Share Option Schemes
The Offer will extend to any TLR Shares which are unconditionally allotted or
issued fully paid (or credited as fully paid) pursuant to the exercise of
options granted under the TLR Share Option Schemes or otherwise while the Offer
remains open for acceptance (or such earlier date as Hallwood may, subject to
the Code, decide).
All outstanding options granted under the TLR Share Option Schemes have an
exercise price which is greater than the Offer Price. Provided that this remains
the case, if holders of such options exercise their options and sell the
resulting TLR Shares under the Offer this will mean that they will make a
loss. It is therefore unlikely that any of the holders of such options will wish
to exercise such options.
Interests in TLR
Except as disclosed below as at 8 April 2009 (the latest practicable date prior
to the date of this announcement), neither the Hallwood nor any of the directors
of Hallwood, nor, so far as the directors of Hallwood are aware, any person
acting in concert with Hallwood for the purposes of the Offer has any interest
in, right to subscribe for, or has borrowed or lent any TLR Shares or securities
convertible or exchangeable into TLR Shares ("TLR Securities"), nor does any
such person have any short position (whether conditional or absolute and whether
in money or otherwise) including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery in relation to TLR Securities.
+------------------------------------+--------------------------------------------+
| Party | Interest |
+------------------------------------+--------------------------------------------+
| Hallwood (direct) | 28.26 per cent. |
+------------------------------------+--------------------------------------------+
For these purposes, "arrangement" includes any indemnity or option arrangement
or any agreement or understanding, formal or informal, of whatever nature,
relating to TLR Securities which may be an inducement to deal or refrain from
dealing in such securities.
Compulsory Acquisition
If Hallwood receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more in nominal value of the TLR Shares to which the
Offer relates (and not less than 90 per cent. of the voting rights carried by
the TLR Shares) and if all other conditions of the Offer have been satisfied or
waived (to the extent that they are capable of being waived), Hallwood intends
to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the
Companies Act 2006 to acquire compulsorily on the same terms as the Offer any
remaining TLR Shares not acquired or agreed to be acquired pursuant to the Offer
or otherwise.
Admission to AIM
If the Offer is declared unconditional in all respects then, provided Hallwood
is not entitled to acquire compulsorily all remaining shares in TLR, Hallwood
intends to maintain the admission to trading on AIM of the TLR Shares.
Hallwood will, as holder of a majority of TLR Shares following the Offer, be
entitled to cancel the admission to trading on AIM of the TLR Shares, and
reserves its right to do so if Hallwood determines that this is appropriate.
TLR Shareholders who choose not to accept the Offer and to retain their TLR
Shares should be aware that the liquidity and marketability of the TLR Shares on
AIM following Hallwood's acquisition of TLR Shares pursuant to the Offer, and,
were a cancellation to take place, following such cancellation, may be
significantly adversely affected.
APPENDIX I:
CONDITION TO AND FURTHER TERMS OF THE OFFER
Part A - Condition to the Offer
The Offer is subject to the following condition:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 3.00 pm on the first closing date of the Offer (or
such later time(s) and/or date(s) as Hallwood may, with the consent of the
Panel, decide) in respect of not less than 90 per cent. in nominal value (or
such lesser percentage as Hallwood may decide) of the TLR Shares to which the
Offer relates, provided that this condition shall not be satisfied unless
Hallwood shall have acquired or agreed to acquire TLR Shares which, together
with TLR Shares acquired or agreed to be acquired before or during the Offer,
carry in aggregate more than 50 per cent. of the voting rights normally
exercisable at a general meeting of TLR including for this purpose (to the
extent, if any, required by the Panel) any such voting rights attached to any
TLR Shares that are unconditionally allotted or issued before the Offer becomes
or is declared unconditional as to acceptances, whether pursuant to the exercise
of conversion or subscription rights or otherwise) and for the purposes of this
condition:
(i) the expression "TLR Shares to which the Offer relates" shall be construed
in accordance with sections 974 to 991 of the Companies Act 2006;
(ii)TLR Shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry upon issue; and
(iii) valid acceptances shall be deemed to have been received in respect of
TLR Shares which are treated for the purposes of section 979(8) of the Companies
Act 2006 as having been acquired or contracted to be acquired by Hallwood by
virtue of acceptances of the Offer;
THE ATTENTION OF TLR SHAREHOLDERS IS DRAWN TO THE FACT THAT THE ABOVE
CONDITION ENTITLES HALLWOOD TO ELECT TO REDUCE THE MINIMUM ACCEPTANCE
CONDITION FROM NOT LESS THAN 90 PER CENT IN NOMINAL VALUE OF THE TLR SHARES TO
SUCH LESSER PERCENTAGE AS HALLWOOD MAY DECIDE (PROVIDED IT HAS ACQUIRED MORE
THAN 50 PER CENT OF THE VOTING RIGHTS NORMALLY EXERCISED AT GENERAL MEETINGS OF
TLR).
(b) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, professional association, institution, employee
representative body, or any other such body or person whatsoever in any
jurisdiction (each a "Third Party" and all collectively "Third Parties") having
decided or given notice of a decision to take, institute or threaten any
material action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken, or otherwise having done anything, or
having enacted, made or proposed and there not continuing to be outstanding any
statute, regulation, decision or order which would or might be expected to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition by Hallwood of all or any TLR Shares, or the acquisition or proposed
acquisition of control of TLR, by any member of the Hallwood Group, void,
illegal or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, challenge,
delay, hinder or otherwise interfere with the same, or impose additional adverse
conditions or obligations with respect thereto, or otherwise challenge or
require amendment to the terms of the Offer or any such acquisition;
(ii) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the Hallwood Group or by any
member of the Wider TLR Group of all or any portion of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses (or any part of them) or to own
or manage their respective assets or properties or any part of them;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Hallwood Group, directly or indirectly, to acquire or to hold or
to exercise effectively all or any rights of ownership in respect of shares,
loans or other securities (or the equivalent) in any member of the Wider TLR
Group or to exercise management control over any such member;
(iv) otherwise adversely affect any or all of the businesses, assets,
liabilities, profits or prospects of any member of the Hallwood Group or any
member of the Wider TLR Group;
(v) save pursuant to the Offer or sections 974 to 991 of the Companies Act
2006 require any member of the Hallwood Group or the Wider TLR Group to acquire,
or offer to acquire, any shares or other securities (or the equivalent) in, or
any asset owned by, any member of the Wider TLR Group or the Hallwood Group;
(vi) result in a delay in the ability of Hallwood, or render it unable, to
acquire some or all of the TLR Shares or require a divestiture by Hallwood or
any member of the Hallwood Group of any shares or other securities (or the
equivalent) in TLR; or
(vii) result in any member of the Wider TLR Group or the Hallwood Group
ceasing to be able to carry on business under any name which it presently does
so,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction having expired, lapsed or been terminated;
(c) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, exemptions, permissions and approvals
("Authorisations") necessary or appropriate in any jurisdiction for or in
respect of the Offer or the proposed acquisition of all or any TLR Shares or
other securities in, or control of, TLR by any member of the Hallwood Group
having been obtained on terms and in a form satisfactory to Hallwood from all
appropriate Third Parties and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of any member
of the Wider TLR Group remaining in full force and effect at the time at which
the Offer becomes otherwise unconditional and there being no indication of any
firm intention to revoke, withdraw, suspend, restrict, withhold or modify or not
to grant or renew any of the same;
(d) all necessary filings or applications having been made in connection with
the Offer, and all appropriate waiting periods (including extensions thereof) in
respect of the Offer or its implementation under any applicable legislation or
regulations in any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by any
member of the Hallwood Group of any shares or other securities in, or control
of, TLR;
(e) save as Disclosed, there being no provision of any agreement,
authorisation, arrangement, lease, licence, permit or other instrument to which
any member of the Wider TLR Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, which in consequence of
the Offer or the proposed acquisition by Hallwood or any member of the Hallwood
Group of any shares or other securities in TLR or because of a change in the
control or management of TLR or any member of the Wider TLR Group, would or
might be expected to result in:
(i) any monies borrowed by or any other indebtedness (actual or contingent)
of, or grant available to, any member of the Wider TLR Group, being or becoming
repayable or being capable of being declared repayable immediately or prior to
their or its stated maturity date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn, prohibited or
inhibited or becoming capable of being withdrawn, prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any member of
the Wider TLR Group thereunder being terminated or adversely modified or
affected or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iii) any assets or interests of any member of the Wider TLR Group being or
falling to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than, in any such case, in the
ordinary course of business or as agreed by Hallwood;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider TLR Group, or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable or being
enforced;
(v) the rights, liabilities, obligations or interests of any member of the
Wider TLR Group in, or the business of any such member with, any person,
company, firm or body (or any agreements relating to any such interest or
business) being terminated, or adversely modified or adversely affected;
(vi) the value of any member of the Wider TLR Group or its financial or
trading position or profits or prospects being prejudiced or adversely affected;
or
(vii) the creation or assumption of any liability, actual or contingent, by
any member of the Wider TLR Group,
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, lease, licence, permit or other instrument to which
any member of the Wider TLR Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would be likely to result
in any of the events referred to in subparagraphs (i) to (vii) of this paragraph
(e);
(f) save as Disclosed, no member of the Wider TLR Group having, since 30
September 2008:
(i) (save as between TLR and wholly-owned subsidiaries of TLR, or for TLR
Shares issued pursuant to the exercise of options granted under the TLR Share
Option Schemes) issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue of additional shares of any
class or securities convertible into or exchangeable for shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(ii) (save for TLR Shares held in treasury and sold or transferred pursuant
to the exercise of options granted under the TLR Share Option Schemes) sold or
transferred or agreed to sell or transfer any TLR Shares held in treasury;
(iii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than dividends (or other distributions whether payable
in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of
TLR to TLR or any of its wholly-owned subsidiaries;
(iv) other than pursuant to the Offer or as agreed by Hallwood (and save for
transactions between TLR and its wholly owned subsidiaries or in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any undertaking
or undertakings in any such case;
(v) (save for transactions between TLR and its wholly-owned subsidiaries or
in the ordinary course of business) disposed of, or transferred, mortgaged or
created any security interest over any asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do so;
(vi) (save as between TLR and its wholly-owned subsidiaries) made or
authorised or proposed or announced an intention to propose any change in its
loan capital;
(vii) (save as between TLR and its wholly-owned subsidiaries) issued,
authorised, or proposed or announced an intention to authorise or propose, the
issue of or made any change in or to the terms of any debenture or become
subject to any contingent liability or incurred or increased any indebtedness
other than in the ordinary course of business;
(viii) purchased, redeemed or repaid, or announced any proposal to purchase,
redeem or repay, any of its own shares or other securities or reduced or made
any other change to or proposed the reduction or other change to any part of its
share capital;
(ix) entered into, implemented, effected, varied, authorised, proposed or
announced its intention to enter into, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business;
(x) entered into or varied or terminated or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is not in the ordinary course of business or is of a long term,
onerous or unusual nature or magnitude or which is or is likely to be
restrictive on the business of any member of the Wider TLR Group or the Hallwood
Group or which involves or is likely to involve an obligation of such a nature
or magnitude;
(xi) entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of, any contract, service
agreement or arrangement with any director or senior executive of any member of
the Wider TLR Group save for salary increases, bonuses or variations of terms in
the ordinary course of business;
(xii) terminated or varied the terms of any agreement or arrangement between
any member of the Wider TLR Group and any other person;
(xiii) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider TLR Group;
(xiv) save in relation to changes made or agreed as a result of, or arising
from, changes to legislation, made or agreed or consented to any significant
change to the terms of the trust deeds and rules constituting the pension
scheme(s) established for its directors, employees or their dependants or to the
benefits which accrue, or to the pensions which are payable, thereunder, or to
the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined or to the basis upon which the
liabilities (including pensions) of such pension schemes are funded or made, or
agreed or consented to, any change to the trustees, including the appointment of
a trust corporation;
(xv) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business;
(xvi) taken or proposed any corporate action, or had any legal proceedings
threatened or instituted against it for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or any
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any relevant jurisdiction having been taken or had any such
person appointed;
(xvii) waived or compromised or settled any claim otherwise than in the
ordinary course of business;
(xviii) made any alteration to its memorandum or articles of association or
other constitutional documents; or
(xix) entered into any contract, agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
(g) save as Disclosed, since 30 September 2008:
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of the
Wider TLR Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding by, against or in respect of any member of
the Wider TLR Group or to which any member of the Wider TLR Group is or may
become a party (whether as a claimant, defendant or otherwise) and no enquiry or
investigation by any Third Party against or in respect of any member of the
Wider TLR Group having been commenced, announced or threatened in writing by or
against or remaining outstanding in respect of any member of the Wider TLR
Group;
(iii) no contingent or other liability having arisen or become apparent to
any member of the Hallwood Group which would or might be expected to adversely
affect any member of the Wider TLR Group; or
(iv) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider TLR Group, which is necessary or
appropriate for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is likely to adversely affect
the Wider TLR Group;
(h) save as Disclosed, Hallwood not having discovered:
(i) that any financial, business or other information concerning the Wider
TLR Group publicly announced or disclosed at any time by or on behalf of any
member of the Wider TLR Group to the Hallwood Group, is misleading, contains a
misrepresentation of any fact or omits to state a fact necessary to make that
information not misleading;
(ii) that any present member of the Wider TLR Group or any partnership,
company or other entity in which any member of the Wider TLR Group has a
significant economic interest and which is not a subsidiary undertaking of TLR,
is subject to any liability, contingent or otherwise, which is not disclosed in
the annual accounts for TLR for the year ended 30 September 2008 and which would
or could be expected to adversely affect the business of the Wider TLR Group;
(iii) that any information exists which materially affects the import of any
information disclosed at any time by or on behalf of any member of the Wider TLR
Group; or
(iv) that there is or is likely to be any liability (whether actual or
contingent) on the part of any member of the Wider TLR Group to make good,
repair, reinstate or clean up any property of any description or other asset now
or previously owned, occupied or made use of by any past or present member of
the Wider TLR Group, under any environmental legislation, regulation, notice,
circular or order of any Third Party.
Part B - Further Terms of the Offer
Hallwood will reserve the right to waive, in whole or in part, all or any of the
above conditions except condition (a). The Offer will lapse unless the
conditions set out above are fulfilled or satisfied or (if capable of waiver)
waived by Hallwood or, where appropriate, have been determined by Hallwood in
its reasonable opinion to be or to remain satisfied no later than 9.00 a.m. on
the first closing date of the Offer (or any subsequent closing date) on which
the Offer becomes or is declared wholly unconditional (as the case may be) or
such later date as Hallwood may, with the consent of the Panel, decide.
Each of the above conditions shall be regarded as a separate condition and shall
not be limited by reference to any other condition.
Hallwood shall be under no obligation to waive or treat as fulfilled any of
conditions (b) to (h) by a date earlier than the date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Offer may at
such earlier date have been fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
The TLR Shares to which the Offer relates will be acquired by Hallwood fully
paid, or credited as fully paid, and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other third party rights
or interests of any nature whatsoever and together with all rights now and
hereafter attaching to them, including, without limitation, the right to receive
in full and retain all dividends and other distributions (in any) declared, made
or paid in respect of the TLR Shares on or after the date of this Announcement.
Except with the Panel's consent, Hallwood will not invoke any of the above
conditions (except condition (a)) so as to cause the Offer not to proceed, to
lapse or to be withdrawn unless the circumstances which give rise to the right
to invoke the relevant condition are of material significance to Hallwood in the
context of the Offer.
The Offer will lapse if it is referred to the Competition Commission or if the
European Commission initiates proceedings under Article 6(1)(c) of the Merger
Regulation, or following a referral under Article 9(1) of the Merger Regulation,
there is a subsequent reference to the Competition Commission before 9.00 a.m.
on the first closing date of the Offer or the date on which the Offer becomes or
is declared unconditional as to acceptances, whichever is the later.
The Offer will 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, Ireland, South Africa or Japan), and the Offer will not be
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 TLR 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.
If Hallwood is required by the Panel to make an offer for TLR Shares under the
provisions of Rule 9 of the City Code, Hallwood may make such alterations to any
of the above conditions as are necessary to comply with the provisions of that
Rule.
If the Offer lapses, it will cease to be capable of further acceptance. TLR
Shareholders who have already accepted the Offer and Hallwood shall thereupon
cease to be bound by acceptances delivered on or before the date on which the
Offer so lapses.
The Offer will be governed by English law and be subject to the exclusive
jurisdiction of the English courts, to the conditions set out above and the
further terms set out in the Offer Document and Form of Acceptance.
APPENDIX II:
DEFINITIONS
+-----------------------+---------------------------------------------------------+
| "AIM" | AIM, the market of that name operated by the London |
| | Stock Exchange; |
+-----------------------+---------------------------------------------------------+
| "Announcement" | this announcement; |
+-----------------------+---------------------------------------------------------+
| "Australia" | the Commonwealth of Australia, its states, territories |
| | or possessions and all areas subject to its |
| | jurisdiction and any political subdivision thereof; |
+-----------------------+---------------------------------------------------------+
| "Business Day" | a day (excluding a Saturday, a Sunday or a public |
| | holiday) on which clearing banks in the City of London |
| | are open for the conduct of general commercial |
| | business; |
+-----------------------+---------------------------------------------------------+
| "Canada" | Canada, its possessions, provinces and territories and |
| | all areas subject to its jurisdiction or any political |
| | subdivision thereof; |
+-----------------------+---------------------------------------------------------+
| "certificated" or "in | in relation to a share or other security, not in |
| certificated form" | uncertificated form (that is, not in CREST); |
+-----------------------+---------------------------------------------------------+
| "City Code" | The City Code on Takeovers and Mergers; |
+-----------------------+---------------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a TLR Share as |
| | derived from the AIM Appendix of the Daily Official |
| | List; |
+-----------------------+---------------------------------------------------------+
| "CREST" | the relevant system (as defined in the Regulations) of |
| | which Euroclear is the Operator (as defined in the |
| | Regulations); |
+-----------------------+---------------------------------------------------------+
| "Daily Official List" | the Daily Official List of the London Stock Exchange; |
+-----------------------+---------------------------------------------------------+
| "Disclosed" | either (i) as disclosed in TLR's report and accounts |
| | for the financial year ended 30 September 2008; or (ii) |
| | publicly announced by TLR (by delivery of an |
| | announcement to an authorised Regulatory Information |
| | Service) prior to 8 April 2009; |
+-----------------------+---------------------------------------------------------+
| "Form of Acceptance" | the form of acceptance and authority relating to the |
| | Offer in respect of certificated TLR Shares; |
+-----------------------+---------------------------------------------------------+
| "Hallwood" | Hallwood Financial Limited, a private company |
| | incorporated in the British Virgin Islands and having |
| | its registered address at PO Box 3136, Road Town, |
| | Tortola, British Virgin Islands; |
+-----------------------+---------------------------------------------------------+
| "Hallwood Group" | Hallwood and its existing subsidiary undertakings; |
+-----------------------+---------------------------------------------------------+
| "Japan" | Japan, its cities, prefectures, territories and |
| | possessions; |
+-----------------------+---------------------------------------------------------+
| "London Stock | London Stock Exchange plc; |
| Exchange" | |
+-----------------------+---------------------------------------------------------+
| "Offer" | the cash offer by Hallwood, on the terms and subject to |
| | the conditions to be set out in the Offer Document and |
| | (in respect of certificated TLR Shares) the Form of |
| | Acceptance, to acquire all of the TLR Shares |
| | (including, where the context requires, any subsequent |
| | revision, variation, extension or renewal of such |
| | offer); |
+-----------------------+---------------------------------------------------------+
| "Offer Document" | the document to be sent to TLR Shareholders, containing |
| | and setting out the full terms and conditions of the |
| | Offer; |
+-----------------------+---------------------------------------------------------+
| "Offer Period" | the period commencing on the date of this Announcement |
| | and ending on whichever of the following times shall be |
| | the latest: (i) 3.00 p.m. on the first closing date of |
| | the Offer; (ii) the date on which the Offer lapses or |
| | is withdrawn; and (iii) the date on which the Offer |
| | becomes or is declared unconditional; |
+-----------------------+---------------------------------------------------------+
| "Offer Price" | 2.5 pence for every TLR Share; |
+-----------------------+---------------------------------------------------------+
| "Open Offer" | the conditional offer to TLR Shareholders to subscribe |
| | for further TLR Shares as more fully described in the |
| | circular issued by the TLR Board on 6 March 2009; |
+-----------------------+---------------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers; |
+-----------------------+---------------------------------------------------------+
| "pounds", "GBP" or | the lawful currency of the United Kingdom; |
| "pence" | |
+-----------------------+---------------------------------------------------------+
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 |
| | No. 3755) (as amended); |
+-----------------------+---------------------------------------------------------+
| "TLR" | The Local Radio Company 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 HP 13 6EE; |
+-----------------------+---------------------------------------------------------+
| "TLR Board" | the directors of TLR as at the date of this document; |
+-----------------------+---------------------------------------------------------+
| "TLR Group" | TLR and its existing subsidiary undertakings; |
+-----------------------+---------------------------------------------------------+
| "TLR Share Option | the TLR Approved Share Option Plan, the TLR Sharesave |
| Schemes" | Scheme and the TLR Unapproved Share Option Plan; |
+-----------------------+---------------------------------------------------------+
| "TLR Shareholders" | holders of TLR Shares; |
+-----------------------+---------------------------------------------------------+
| "TLR Shares" (each a | the issued fully paid ordinary shares of four pence |
| "TLR Share" | each in the capital of TLR 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 Offer closes (or such earlier date, not being |
| | earlier than the date on which the Offer becomes or is |
| | declared unconditional as to acceptances, as Hallwood |
| | may, subject to the City Code and the Panel, decide); |
+-----------------------+---------------------------------------------------------+
| "UKRD" | UKRD Group Limited, a private limited liability company |
| | incorporated in England and Wales with registered |
| | number 2725453 and having its registered office at Carn |
| | Brea Studios, Wilson Way, Redruth, Cornwall, TR15 3XX; |
+-----------------------+---------------------------------------------------------+
| "Uncertificated" or | in relation to a share or other security, recorded on |
| "in Uncertificated | the relevant register in uncertificated form and title |
| form" | to which, by virtue of the Regulations, may be |
| | transferred by means of CREST; |
+-----------------------+---------------------------------------------------------+
| "United Kingdom" or | the United Kingdom of Great Britain and Northern |
| "UK" | Ireland; |
+-----------------------+---------------------------------------------------------+
| "UKRD Offer" | the offer in respect of the entire issued share capital |
| | of TLR made by UKRD Group Limited on 31 March 2009; |
+-----------------------+---------------------------------------------------------+
| "US" or "United | the United States of America, its territories and |
| States" | possessions, any state of the United States of America |
| | (and the District of Columbia) and all other areas |
| | subject to its jurisdiction; and |
+-----------------------+---------------------------------------------------------+
| "Wider TLR Group" | TLR and its subsidiary undertakings, associated |
| | undertakings and any other undertaking in which TLR |
| | and/or such undertakings (aggregating their interests) |
| | have a significant interest. "Subsidiary undertaking", |
| | "associated undertaking" and "undertaking" have the |
| | meanings given by the Companies Act 2006, and |
| | "significant interest" means a direct or indirect |
| | interest in more than twenty per cent. of the relevant |
| | company's equity share capital (as defined in the |
| | Companies Act 2006) |
+-----------------------+---------------------------------------------------------+
References to one gender includes all genders and references to singular
includes the plural and vice versa.
Any reference to any provision of any legislation shall includeany amendment,
modification, re-enactment and extension thereof.
All references to time in this Announcement are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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