TIDMTLR
RNS Number : 5533R
Hallwood Financial Limited
30 April 2009
Regulatory Announcement
Company: Hallwood Financial Limited
Headline: Replacement - Revised Offer for The Local Radio Company plc
Released: 30 April 2009
The following amendment(s) has (have) been made to the 'Revised Offer for The
Local Radio Company plc' announcement released on 30 April 2009 at 13:38 under
RNS No 4980R.
1. In the section entitled "Summary of the Revised Offer", the third paragraph
has been amended as it incorrectly referred to the latest practicable date prior
to the Announcement being 8 April 2009.
2. The premium to the price per TLR share on 29 April 2009, being the latest
practicable date prior to the Announcement, has been identified in the sections
entitled "Summary of the Revised Offer" and "The Revised Offer".
The full amended text is shown below, and the positions of the changes above,
and some other non-material typographical amendments, are identified with an
asterisk (*).
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
Revised 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 "Revised Offer")
Summary of the Revised Offer
* Hallwood is pleased to announce the terms of a revised cash offer for the entire
issued and to be issued ordinary share capital of TLR not already owned by
Hallwood.
* The Revised Offer will be made on the basis of 3.5 pence in cash per TLR Share,
valuing the entire issued share capital of TLR at approximately GBP2,520,056.
* The Revised Offer Price represents a premium of 133.33 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 commencement of the Offer Period, and a premium of 40.00 per
cent. to the Closing Price of 2.5 pence per TLR Share on 29 April 2009, being
the latest practicable date prior to this Announcement*. The Offer Price also
represents a 7.69 per cent. premium on the price under the Revised 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 Revised 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 per
cent. of the voting rights normally exercised at general meetings of TLR).
* If the Revised 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 Revised Offer will be subject to the full conditions and
further terms which will be set out in the Revised 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 Revised Offer Document and Form of Acceptance will be sent to TLR
Shareholders as soon as is reasonably practicable. Those TLR Shareholders
receiving the Revised Offer Document are strongly advised to read it in full, as
it will contain important information. The full terms and conditions of the
Revised Offer will be set out in the Revised Offer Document and Form of
Acceptance. In deciding whether or not to accept the Revised Offer, TLR
Shareholders should rely solely on the information contained in the Revised
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 REVISED OFFER OR OTHERWISE. THE REVISED OFFER WILL BE MADE
SOLELY BY MEANS OF THE REVISED 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 REVISED OFFER, INCLUDING DETAILS OF HOW TO
ACCEPT THE REVISED OFFER. ANY ACCEPTANCE OR OTHER RESPONSE TO THE REVISED OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE REVISED
OFFER DOCUMENT AND (IN RESPECT OF TLR SHARES HELD IN CERTIFICATED FORM) THE FORM
OF ACCEPTANCE. THE REVISED 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 Revised 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 Revised 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 Revised
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
Revised 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 Revised
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of 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
Revised 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 "Revised Offer")
30 April 2009
Introduction
Hallwood is pleased to announce the terms of a revised* cash offer for the
entire issued and to be issued ordinary share capital of TLR not already owned
by Hallwood. The Revised Offer will be made on the basis of 3.5 pence in cash
per TLR Share, valuing the entire issued share capital of TLR at approximately
GBP2,520,056.
The Revised Offer Document and Form of Acceptance will be posted to TLR
Shareholders as soon as reasonably practicable. The Revised Offer will be open
for at least 14 days following the publication of the Revised Offer Document.
Hallwood owns 20,350,434 TLR Shares representing approximately 28.26 per cent.
of the existing issued share capital of TLR.
The Revised Offer
The Revised 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 Revised Offer Document and, if relevant, the Form of Acceptance, will
be made on the following basis:
for every TLR Share a cash payment of 3.5 pence
The Revised Offer represents a premium of 133.33 per cent. to the Closing Price
of 1.5 pence per TLR share on 8 April 2009, being the last Business Day prior to
the commencement of the Offer Period, and a premium of 40.00 per cent. to the
Closing Price of 2.5 pence per TLR Share on 29 April 2009, being the latest
practicable date prior to this Announcement*. It also represents a premium of
7.69 per cent. on the offer of 3.25 pence per TLR share made pursuant to the
Revised UKRD Offer.
The maximum amount of cash payable pursuant to the Revised Offer will be
approximately GBP1,807,790 (based on the existing issued ordinary share capital
of TLR and the acceptance of the Revised Offer by all TLR Shareholders other
than Hallwood and its concert parties before the Revised Offer lapses).
The TLR Shares to which the Revised 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 Revised Offer can only become effective if all conditions to the Revised
Offer have been satisfied or waived (to the extent permissible).
Background to and reasons for the Revised Offer
Hallwood is making the Revised Offer in order to gain control of TLR and because
Hallwood is willing to pay more for the TLR Shares than under the Revised UKRD
Offer.
Information on Hallwood
Directors
The directors of Hallwood at the date of this Announcement are:
Anthony J. Gumbiner
Mylene Gumbiner
Alastair Howie
Rhys Davies
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.
Currently, the principal business focus of Hallwood is investment in marketable
securities in the US and the UK. Hallwood has an extensive portfolio of assets.
These assets comprise, inter alia, cash and short term investments, time
deposits and marketable securities. Hallwood owns 66.28 per cent. of
The Hallwood Group Incorporated ("HGI")*, a Delaware Corporation, whose shares
are traded on the NYSE Alternext Exchange. HGI is a holding company primarily
involved in textile activities through its subsidiary Brookwood Companies
Incorporated. HGI also owns a 22 per cent. stake in its private energy
affiliate, Hallwood Energy, L.P. Hallwood is not owned directly or indirectly by
HGI. Anthony J. Gumbiner is Chairman and Chief Executive Officer of HGI.
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 20 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 (operating by two licences)
Financing the Revised Offer
Full acceptance of the Revised Offer, assuming the acceptance of the Revised
Offer by all TLR Shareholders other than Hallwood, would result in the payment
by Hallwood of approximately GBP1,807,790 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 Revised Offer.
TLR Share Option Schemes
The Revised 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 Revised 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 Revised 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 29 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 Revised 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.
PartyInterest
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 Revised Offer in respect of, and/or
otherwise acquires, 90 per cent. or more in nominal value of the TLR Shares to
which the Revised 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 Revised
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 Revised Offer any remaining TLR Shares not
acquired or agreed to be acquired pursuant to the Revised Offer or otherwise.
Admission to AIM
If the Revised 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 Revised
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 Revised 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
Revised Offer, and, were a cancellation to take place, following such
cancellation, may be significantly adversely affected.
APPENDIX I:
CONDITIONS TO AND FURTHER TERMS OF THE REVISED OFFER
Part A - Conditions to the Revised Offer
The Revised Offer is subject to the following conditions:
(a) valid acceptances of the Revised Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. on the Closing Date (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 Revised
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 Revised
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 Revised
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 Revised 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 Revised 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) neither the Competition Commission nor the European Commission (including,
without limitation, any other national anti-trust or merger control authority),
or any other such body or person whatsoever in any jurisdiction (each a "Third
Party" and all collectively "Third Parties") having instituted or implemented or
threatened, or having decided to institute, implement or threaten any material
action, proceeding, suit, investigation, enquiry or reference, or having
made, proposed or enacted any statute, regulation, order or decision or taken
any other steps which are reasonably likely to (to an extent which is material
in the context of the Wider TLR Group or the Hallwood Group, as the case may be,
in each case taken as a whole):
(i) make the Revised 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 conditions or obligations with respect thereto, or otherwise
challenge or require amendment to the terms of the Revised 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 respectively in each case;
(v) save pursuant to the Revised Offer or sections 979 to 982 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 owned by any third
party;
(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 Revised 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 Revised 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 Revised Offer, and all appropriate waiting periods (including extensions
thereof) in respect of the Revised 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 Revised
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 Revised
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 Revised 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, or 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 Revised Offer
Hallwood reserves the right to waive, in whole or in part, all or any of
conditions (b) to (h) inclusive. Conditions (b) to (h) must be satisfied as of,
or waived on or before, midnight on the twenty first day after the later of the
Closing Date of the Revised Offer and the date on which condition (a) is
fulfilled (or, in each case, such later date as the Panel may agree).
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 (if capable of waiver) or treat
as fulfilled any of conditions (b) to (h) inclusive by a date earlier than the
latest date specified above for the fulfillment thereof, notwithstanding that
the other conditions of the Revised 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 be incapable of fulfillment.
The TLR Shares to which the Revised 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 Revised 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 Revised Offer.
The Revised Offer will lapse if it is referred to the Competition Commission or
if the European Commission initiates proceedings in relation to the Revised
Offer before 1.00 p.m. on the Closing Date (or any subsequent closing date) on
which the Revised Offer becomes or is declared wholly unconditional.
The Revised 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 Revised 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 Revised
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 Revised Offer lapses, it will cease to be capable of further acceptance.
Hallwood and TLR Shareholders who have already accepted the Revised Offer shall
then cease to be bound by acceptances delivered on or before the date on which
the Revised Offer lapses.
The Revised 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 Revised 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 Date" | the closing date of the Revised Offer, which shall be |
| | at least 14 days following publication of the Revised |
| | Offer Document; |
+-----------------------+---------------------------------------------------------+
| "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 |
| | Revised 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 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 Revised Offer; (ii) the date on which the Revised |
| | Offer lapses or is withdrawn; and (iii) the date on |
| | which the Revised Offer becomes or is declared |
| | unconditional; |
+-----------------------+---------------------------------------------------------+
| "Offer Price" | 3.5 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); |
+-----------------------+---------------------------------------------------------+
| "Revised Offer" | the cash offer by Hallwood, on the terms and subject to |
| | the conditions to be set out in the Revised 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); |
+-----------------------+---------------------------------------------------------+
| "Revised Offer | the document to be sent to TLR Shareholders, containing |
| Document" | and setting out the full terms and conditions of the |
| | Revised Offer; |
+-----------------------+---------------------------------------------------------+
| "Revised UKRD Offer" | the offer in respect of the entire issued share capital |
| | of TLR announced by UKRD Group Limited on 30 April |
| | 2009; |
+-----------------------+---------------------------------------------------------+
| "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 HP13 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 Revised Offer closes (or such earlier date, not |
| | being earlier than the date on which the Revised 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; |
+-----------------------+---------------------------------------------------------+
| "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 include any 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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