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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Local Radio | LSE:TLR | London | Ordinary Share | GB00B0108C60 | ORD 4P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.05 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMTLR
RNS Number : 4084O
Local Radio Company PLC (The)
06 March 2009
6 March 2009
THE LOCAL RADIO COMPANY PLC ("LRC" OR THE "COMPANY")
Open Offer of up to 604,813,314 New Ordinary Shares at 0.25 pence per share on
the basis of 42 Open Offer Shares for every 5 Existing Ordinary Shares
Waiver from Provisions of Rule 9 of the Takeover Code
Capital Reorganisation
Change of name to Radio Investments PLC
Notice of General Meeting
The Board has today published a Circular to Shareholders in relation to, inter
alia, a proposed Open Offer to raise up to GBP1.51 million (before expenses).
The Open Offer will be underwritten up to GBP864,675 by Hallwood, up to a
further GBP200,000 by Rhys Davies and up to a further GBP20,000 by Jason Bryant.
In the event that the Jazz Transaction has completed by 30 March 2009 the
Company's requirement for underwritten funds will be less and accordingly the
maximum amount of the underwriting commitment by Hallwood under the Underwriting
Arrangements will be reduced to GBP352,641. Hallwood will also be taking up its
full entitlement under the Open Offer.
Hallwood is a company associated with Mr Anthony Gumbiner, Non-Executive
Chairman of LRC. Hallwood is currently interested in an aggregate of 20,350,434
Ordinary Shares, representing approximately 28.26 per cent of the Existing Share
Capital.
Existing Shareholders are being offered the opportunity to participate in the
fundraising through the Open Offer on the basis of:
42 Open Offer Shares for every 5 Existing Ordinary Shares at an Open Offer Price
of 0.25 pence per Open Offer Share
The net proceeds of the Open Offer are expected to be up to approximately
GBP1.41 million. The proceeds of the Open Offer will provide the Company with
sufficient resources to restructure the business and provide general working
capital for the Company.
Background to and reasons for the Open Offer
The Company today announced its results for the year ended 30 September 2008 and
reported that the year had been extremely challenging for the Group, culminating
in a disappointing set of full year results.
The UK commercial radio market has suffered from the general downturn in
advertising spend and in economic activity generally. Commercial radio is
experiencing significant commercial and structural challenges. Indeed, recent
estimates from the industry trade body, the Radiocentre, suggest the industry as
a whole is now loss making.
The sharp slowdown in economic activity in the UK in the final quarter of 2008,
combined with the Company's fixed cost base, has resulted in the Group taking a
number of immediate management actions. Primarily the Group has reviewed its
decision to invest in Jazz FM and announced its intention to dispose of the
venture. The Group is also carrying out a radical restructuring of the business'
cost base. The Directors believe this restructuring is critical if the business
is to remain solvent.
Whilst the majority of the Group's radio stations are market-leading commercial
stations within the markets they serve, the Group is exposed to a fall in
consumer spending as there is a correlation between consumer spending and
advertising spend. Revenues are down year on year and, within a fixed cost
business such as broadcasting, this has a direct impact on the Group's
profitability and cash position.
The Directors continue to believe in the long-term strategy of owning local
radio stations and local media assets. The Directors intend to continue to
support the Group's stations in regions where the Group has a strong presence
and will also consider acquisition opportunities in areas where the Group
already has a presence and where the Directors believe the Group can
successfully operate these services at lower cost.
Accordingly, the Board is proposing to raise approximately GBP1.51 million
(gross) through an Open Offer the terms of which are set out below and in Part
II of the Circular.
Details of the Open Offer
Qualifying Shareholders are invited to apply for Open Offer Shares at the Open
Offer Price, payable in full on application and free of all expenses, pro rata
to their existing shareholdings on the basis of:
42 Open Offer Shares for every 5 Existing Ordinary Shares
held at the Open Offer Record Date. Entitlements of Qualifying Shareholders will
be rounded down to the nearest whole number of Open Offer Shares. Fractional
entitlements which would have otherwise arisen will not be issued.
The Open Offer is subject, inter alia, to the satisfaction of the following
conditions on or before 2 April 2009, (or such later date being not later than
16 April 2009, as the Board and Ruegg may agree):
(i) the passing without amendment of each of the Resolutions; and
(ii) Admission becoming effective by 8.00 a.m. on 2 April2009 (or such
later time or date, not being later than 8.00 a.m. on 16 April 2009 as the Board
and Ruegg may agree).
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
Hallwood has given an irrevocable undertaking to take up its full entitlement
under the Open Offer of 170,943,612 Open Offer Shares.
The Open Offer has been structured so as to allow Qualifying Shareholders to
subscribe for New Ordinary Shares at the Open Offer Price pro rata to their
existing holdings.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that such Admission will
become effective and that dealings will commence on 2 April 2009. Further
information in respect of settlement and dealings in the Offer Shares is set out
in paragraph 8 of Part II of the Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Offer Shares
pursuant to the Open Offer and should refer to paragraph 6 of Part II of the
Circular.
Background information on Hallwood
The directors of Hallwood are Anthony J. Gumbiner, Mylene Gumbiner and Alastair
Howie.
Principal Activities of Hallwood
Hallwood is the family investment office of Anthony J. Gumbiner. Hallwood is a
private limited company, wholly owned by The Hallwood Trust, a Jersey based
discretionary trust. 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 UK.
Assets of Hallwood
Hallwood has an extensive portfolio of assets, totalling approximately $92.3
million. 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 Inc., a Delaware Corporation, whose shares are traded on the
American Stock Exchange. This shareholding had a market value of approximately
$33 million as at 31 December 2008. The Hallwood Group Inc. is a holding company
primarily involved in the energy business and in textile products.
The Hallwood Trust
The Hallwood Trust holds indirectly various interests in the areas of oil and
gas, textiles, property and other investments. The trustee of The Hallwood Trust
is Hallwood Company Limited. The directors of Hallwood Company Limited are
Anthony J. Gumbiner, Mylene Gumbiner and Alastair Howie. Anthony J. Gumbiner and
members of his immediate family are discretionary beneficiaries of The Hallwood
Trust. Under the laws of Jersey, The Hallwood Trust has not been required to
produce audited financial statements nor has it done so.
Background information on Rhys Davies
Mr Davies is the Managing Director of Glendower Partners Limited which he
established in October 1998. Prior to establishing Glendower Partners, Mr Davies
worked as an analyst and fund manager at Schroder Investment Management Limited,
from 1 April 1994 until 30 September 1998. Mr Davies also presently serves as
Chairman of China Growth Opportunities Limited, a Guernsey registered closed-end
investment company listed on AIM. He is also a Director of Osprey Smaller
Companies Income Fund Limited, a Guernsey registered closed-end investment fund
listed on the main list of the London Stock Exchange. He is also a Director of
Hallwood Investments Limited, a company in the same group of companies as
Hallwood, as well as several other private companies.
Mr Davies holds the CFA designation, as well as degrees from the University of
Wales, Cardiff, and Imperial College of Science, Technology and Medicine,
London.
Directors' Interests
The interests of the Directors (and their immediate families and/or persons
connected with them), as at the date of this announcement and on completion of
the Proposals, in the issued share capital of the Company are as follows:
+-----------+-------------+--------+--------------+--------+------------+
| Name | Existing | Holding post Open Offer* |
| | Holding | |
| | | |
+-----------+----------------------+------------------------------------+
| | Number | % | Number of | % | |
| | of | | Ordinary | | Number of |
| | Existing | | Shares | | Deferred |
| | Ordinary | | | | Shares |
| | shares | | | | |
+-----------+-------------+--------+--------------+--------+------------+
| Anthony | 20,350,434 | 28.26 | 537,163,748 | 77.98 | 20,350,434 |
| Gumbiner | | | | | |
| (via | | | | | |
| Hallwood) | | | | | |
+-----------+-------------+--------+--------------+--------+------------+
| | | | | | |
+-----------+-------------+--------+--------------+--------+------------+
| Rhys | 0 | 0 | 80,000,000 | 11.61 | 0 |
| Davies | | | | | |
+-----------+-------------+--------+--------------+--------+------------+
| John | 0 | 0 | 0 | 0 | 0 |
| Perriss | | | | | |
+-----------+-------------+--------+--------------+--------+------------+
* Assuming Hallwood and Rhys Davies take up their full underwriting
participation due to no take up by Qualifying Shareholders other than Hallwood.
Use of proceeds
The net proceeds of the Open Offer will be used to restructure the business, and
to provide the Company with general working capital.
Current trading and future prospects
There are widely differing views as to how long the current recession will last,
but the Directors are confident that when economic growth stabilises, the
Company is well-placed to benefit from any growth in advertising spend. In
addition, the core of the Group's business is local advertising, and local
advertising revenues have been shown to be more robust than national advertising
revenues in any downturn. However, in the interim the Board are fully committed
to supporting the LRC business in order to ensure that the business will deliver
value to Shareholders in the future including by restructuring the business cost
base to reduce its fixed costs and improve profitability. It is the intention of
the Board to continue trading and to maintain the Company's status on AIM
following the proposed Open Offer.
Commercial radio in the UK is currently experiencing very significant commercial
challenges:
* The overall revenues of the commercial ratio sector were down by 8 per cent.
year on year in the third quarter of 2008
* Current estimates suggest the commercial radio industry as a whole is now loss
making
* Commercial radio has lost listening share to the BBC which has a share of
listening of 55 per cent. - the relative scale and success of the
BBC's intervention in UK radio is substantial.
These issues, alongside the general economic conditions facing the whole UK
economy, the requirement to restructure the cost base of the business and losses
being made on the Group's investment in Jazz FM, are all contributing to severe
pressure on the Group's profitability and cash reserves. Although revenue from
the Group's local markets is forecast to decline by less than 6 per cent. on a
like for like basis in the first quarter of 2009 - an above market performance -
the Board believes that if the Company does not raise additional funds the
Company will be at risk of insolvency.
Current trading is in line with management expectations, with trading more
difficult in the national marketplace. Local revenues are more robust and are
holding up well given the general economic conditions. In the quarter from
October to December 2008 the Group's total like for like local revenue showed a
decline of 3 per cent. year on year. Over the same period the Group's national
advertising revenue was down 18 per cent. These figures show a better
performance than the commercial radio sector generally.
Capital Reorganisation
The New Ordinary Shares to be issued pursuant to the Open Offer are to be issued
at the Open Offer Price of 0.25 pence per New Ordinary Share. This represents a
discount of 87.5 per cent. to the 2p closing
mid-market price of the Existing Ordinary Shares on 5 March 2009, being the last
practicable date prior to publication of this announcement.
The Existing Ordinary Shares have a nominal value of 4 pence each. The 1985 Act
provides that a company may only lawfully issue shares for a subscription price
at or above the nominal value of those shares. In order that the Company may
issue the New Ordinary Shares pursuant to the Proposals at the Open Offer Price,
the Board proposes that:
* each Existing Ordinary Share be sub-divided and reclassified into one New
Ordinary Share having a nominal value of 0.1 pence and one Deferred Share with a
nominal value of 3.9 pence; and
* each Ordinary Share of 4 pence in the authorised but unissued share capital of
the Company be sub-divided into 40 New Ordinary Shares of 0.1p each.
The Deferred Shares will have no practical economic value, will not be listed,
will be non-voting, will carry no right to a dividend and will be subject to
eventual redemption by the Company for a nominal amount. The proposed rights and
restrictions attaching to the Deferred Shares will be set out in the new
Articles to be adopted pursuant to Resolution 6 in the Notice of General Meeting
attached to the Circular.
The proposed Capital Reorganisation will not affect the rights attaching to the
Existing Ordinary Shares, other than to alter their nominal value. Nor will the
proposed Capital Reorganisation affect the voting rights of the holders of
Existing Ordinary Shares. The proposed Capital Reorganisation will be made
by reference to holdings of Existing Ordinary Shares on the register of members
as at the close of business on 4 March 2009.
Certificates will not be issued for the Deferred Shares and the Company may, for
administrative purposes, register the Deferred Shares in the name of a nominee
for the relevant Shareholders.
Replacement certificates will not be sent out in relation to the newly
denominated Existing Ordinary Shares. Existing share certificates will remain
valid in relation to the number of Ordinary Shares that each Shareholder is
entitled to following the Capital Reorganisation. New share certificates will
only be sent out in relation to trades or transfers of Ordinary Shares
registered in the Register of Members after 1 April 2009.
Waiver from Rule 9 of the Takeover Code
Under Rule 9 of the Code, any person who acquires an interest (as defined in the
Code) in shares which, taken together with shares in which he is already
interested and in which persons acting in concert with him are interested, carry
in aggregate 30 per cent. or more of the voting rights of a company which
is subject to the Code is normally required to make a general offer to all the
other shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with him, is
interested in shares which in aggregate carry not less than 30 per cent. of the
voting rights of a company but does not hold shares carrying more than 50 per
cent. of such voting rights, a general offer will normally be required if
any further interests in shares are acquired by any such person.
Any offer under Rule 9 must be in cash and at the highest price paid during the
12 months prior to the announcement of the offer for any interest in shares of
the company by the person required to make the offer or any person acting in
concert with him.
Hallwood is currently interested in an aggregate of 20,350,434 Existing Ordinary
Shares representing approximately 28.26 per cent. of the issued share capital of
the Company. In relation to the Open Offer and Underwriting Arrangements Rhys
Davies, who is a director of the Company and also a director of Hallwood
Investments Limited, a company in the same group of companies as Hallwood, is
deemed to be acting in concert with Hallwood. If Hallwood were to be issued with
its full entitlement of Open Offer Shares pursuant to the Open Offer and
Hallwood and Rhys Davies satisfy in full their respective underwriting
obligations in connection with the Open Offer (and on the basis that the Jazz
Transaction has not completed by 30 March 2009), their combined interest in
Ordinary Shares would increase to approximately 89.6 per cent. of the issued
share capital of the Company. Accordingly, such increase would have the effect
of triggering Rule 9 of the Code and result in Hallwood and Rhys Davies
being under an obligation to make a general offer to all other Shareholders.
The Panel has been consulted and has agreed, subject to the passing on a poll
vote by the Independent Shareholders of Resolution 2 set out in the Notice of
General Meeting, to waive the obligation on Hallwood and/or Rhys Davies to make
a general offer to Shareholders under Rule 9 of the Code which
could otherwise arise upon completion of the Open Offer.
Following completion Hallwood may potentially (assuming its full entitlement of
Open Offer Shares under the Open Offer and full underwriting participation are
taken up) hold more than 50 per cent. of the Enlarged Share Capital and
therefore (for so long as they continue to be treated as acting in concert) both
Hallwood and Rhys Davies may thereafter acquire further shares without incurring
any obligation under Rule 9 to make a general offer, although Rhys Davies will
not be able to increase his individual percentage interest in shares through a
Rule 9 threshold without the consent of the Panel.
Shareholders should be aware that if Hallwood does take up its full entitlement
under the Open Offer and satisfies in full its underwriting obligations to the
Company (assuming no other shareholders take up their Open Offer Entitlements,
no options to subscribe for shares are exercised and on the basis that the Jazz
Transaction has not completed by 30 March 2009) in respect of a maximum of
516,813,314 Open Offer Shares in aggregate, its resultant shareholding will
represent approximately 77.98 per cent. of the Enlarged Share Capital. If Rhys
Davies satisfies in full his underwriting obligations to the Company, his
resulting shareholding will be 80,000,000 Ordinary Shares, representing
approximately 11.61 per cent. of the issued share capital of the Company.
Together Hallwood and Rhys Davies would hold Ordinary Shares representing 89.6
per cent. of the Enlarged Share Capital.
General Meeting
The proposals set out in this announcement and the Circular to Shareholders
posted today require Shareholder approval which will be sought at a General
Meeting of the Company to be held at the offices of Ruegg & Co Limited, 39
Cheval Place, London SW7 1EW on 1 April 2009 at 2 p.m. (immediately following
the Company's Annual General Meeting).
Irrevocable undertaking
The Company has received from Hallwood an irrevocable undertaking to vote in
favour of each of the Resolutions (other than Resolution 2 in respect of which
Hallwood is not entitled to vote) to be proposed at the General Meeting and also
to take up in full its entitlement under the Open Offer of 170,943,612 Open
Offer Shares. Hallwood currently holds 20,350,434 Existing Ordinary Shares
representing 28.26 per cent. of the Company's Existing Share Capital. The
irrevocable undertaking is terminable by Hallwood in the event of force majeure.
Related Party Transaction
Hallwood's and Rhys Davies' underwriting obligations in respect of the Open
Offer are deemed to be a
related party transaction for the purposes of AIM Rule 13. The Independent
Director, who is independent for the purposes of the AIM Rules, having consulted
with Ruegg, the Company's Nominated Adviser, considers the terms of the
Underwriting Arrangements between Hallwood, Rhys Davies, Jason Bryant and the
Company to be fair and reasonable insofar as the Shareholders are concerned.
Recommendation
The Directors, who have been so advised by Ruegg, consider the Proposals (apart
from Resolution 2 in which the Directors other than the Independent Director are
interested, and to which the paragraph below applies) to be fair and reasonable
and in the best interests of the Company and its Shareholders as a whole and
accordingly unanimously recommend Shareholders to vote in favour of the
Resolutions (apart from Resolution 2 to which the paragraph below applies) to be
proposed at the General Meeting as your Non-Executive Chairman intends to do in
respect of his beneficial holding amounting to 20,350,434 Existing Ordinary
Shares (representing approximately 28.26 per cent. of the Existing Share
Capital).
The Independent Director, who has been so advised by Ruegg, considers Resolution
2 (the proposed waiver of Rule 9 of the Takeover Code) to be fair and reasonable
and in the best interests of the Company and the Shareholders as a whole. The
Independent Director accordingly recommends Shareholders to vote in favour of
Resolution 2 to be proposed at the General Meeting.
For further information please contact:
+------------------------+-----------------------+------------------+
| Rhys Davies | The Local Radio | 01494 688 200 |
| | Company PLC | |
| | | |
+------------------------+-----------------------+------------------+
| Brett Miller/Roxane | Ruegg & Co Limited | 020 75843663 |
| Marffy | Nominated Adviser and | |
| | Broker | |
| | | |
+------------------------+-----------------------+------------------+
EXPECTED TIMETABLE OF EVENTS
2009
Open Offer Record Date
4 March
Dispatch of the document
6 March
Open Offer entitlements credited to CREST stock
accounts of Qualifying CREST
Shareholders 9
March
Recommended latest time for requesting withdrawal of Open Offer
Entitlements from CREST
4.30 pm 20 March
Latest time for depositing Open Offer Entitlements
into CREST
3.00 pm on 24 March
Latest time for splitting of Applications Forms
(to satisfy bona fide market claims) 3.00 pm on 25 March
Latest time and date for receipt of completed Application Forms
and payment in full under the Open Offer or settlement of relevant
CREST instruction (as appropriate) 11.00 am on 27 March
Latest time and date for receipt of Forms of Proxy
for the General Meeting 11.00 am on 30 March
General Meeting
2.00 pm on 1 April
Record Date for Capital Reorganisation 6.00 pm
on 1 April
Admission effective and dealings commence on AIM
2 April
CREST accounts credited
2 April
Share certificates dispatched by
9 April
Notes:
1. References to time in this announcement are to London time.
2. lf any of the above times or dates should change, the revised times
and/or dates will be notified to Shareholders by an announcement on a RIS.
3. All events in the above timetable following the General Meeting are
conditional upon approval by Shareholders of the Resolutions to be proposed at
the General Meeting.
DEFINITIONS
+-------------------------------+----------------------------------------+
| "1985 Act" | the Companies Act 1985 |
| | |
+-------------------------------+----------------------------------------+
| "2006 Act" | the Companies Act 2006, to the extent |
| | in force and applicable |
| | |
+-------------------------------+----------------------------------------+
| "Admission" | admission of the New Ordinary Shares |
| | to trading on AIM becoming effective |
| | in accordance with the AIM Rules |
| | |
+-------------------------------+----------------------------------------+
| "AIM" | the AIM market of the London Stock |
| | Exchange plc |
| | |
+-------------------------------+----------------------------------------+
| "AIM Rules" | the rules published by the London |
| | Stock Exchange governing admission to, |
| | and the operation of, AIM |
| | |
+-------------------------------+----------------------------------------+
| "Application Form" | the application form to be used by |
| | Qualifying non-CREST Shareholders in |
| | connection with the Open Offer |
| | |
+-------------------------------+----------------------------------------+
| "Board" or "the Directors" | the directors of the Company as at the |
| | date of this announcement |
| | |
+-------------------------------+----------------------------------------+
| "Capital Reorganisation" | the sub-division of each Existing |
| | Ordinary Share into 1 New Ordinary |
| | Share with a nominal value of 0.1 |
| | pence and 1 Deferred Share with a |
| | nominal value of 3.9 pence and the |
| | sub-division of each unissued Ordinary |
| | Share of 4 pence each into 40 New |
| | Ordinary Shares with a nominal value |
| | of 0.1 pence each |
| | |
+-------------------------------+----------------------------------------+
| "Capita Registrars" | a trading name of Capita Registrars |
| | Limited |
| | |
+-------------------------------+----------------------------------------+
| "certificated" or "in | an Existing Ordinary Share which is |
| certificated form" | not in uncertificated form |
| | |
+-------------------------------+----------------------------------------+
| "Circular" | the Circular to Shareholders dated 6 |
| | March 2009 regarding the Open Offer, |
| | waiver from the provisions of Rule 9 |
| | of the Takeover Code, Capital |
| | Reorganisation, change of name to |
| | Radio Investments PLC and Notice of |
| | General Meeting |
| | |
+-------------------------------+----------------------------------------+
| "Code" | the City Code on Takeovers and |
| | Mergers, as amended from time to time |
| | |
+-------------------------------+----------------------------------------+
| "Company" or "LRC" | The Local Radio Company PLC |
| | |
+-------------------------------+----------------------------------------+
| "CREST" | the computerised settlement system |
| | operated by Euroclear to facilitate |
| | the transfer of title to shares in |
| | uncertificated form. The Relevant |
| | System (as defined in the CREST |
| | Regulations) in respect of which |
| | Euroclear is the Operator (as defined |
| | in the CREST Regulations) |
| | |
+-------------------------------+----------------------------------------+
| "CREST Regulations" | the Uncertificated Securities |
| | Regulations 2001 |
| | |
+-------------------------------+----------------------------------------+
| "Current Articles" | The current articles of association of |
| | the Company |
| | |
+-------------------------------+----------------------------------------+
| "Deferred Shares" | the deferred shares of 3.9 pence each |
| | in the share capital of the Company to |
| | be created pursuant to the Capital |
| | Reorganisation |
| | |
+-------------------------------+----------------------------------------+
| "Disclosure Period" | the period of 12 months preceding the |
| | date of the Circular |
| | |
+-------------------------------+----------------------------------------+
| "Enlarged Share Capital" | the 688,814,902 Ordinary Shares in |
| | issue on Admission, assuming full |
| | subscription under the Open Offer or |
| | full underwriting (and following the |
| | issue of Ordinary Shares to Ruegg as |
| | per paragraph 9.1 of Part V of the |
| | Circular) |
| | |
+-------------------------------+----------------------------------------+
| "Euroclear" | Euroclear UK & Ireland Limited |
| | |
+-------------------------------+----------------------------------------+
| "Excluded Territories" | Any jurisdiction where to do so might |
| | constitute a violation of local |
| | securities law or regulation, |
| | including, but not limited to the |
| | United States Canada, South Africa, |
| | New Zealand, Australia and Japan |
| | |
+-------------------------------+----------------------------------------+
| "Existing Ordinary Shares" | the ordinary shares of 4 pence each in |
| | the share capital of the Company in |
| | issue at the date of this announcement |
| | |
+-------------------------------+----------------------------------------+
| "Existing Share Capital" | the Existing Ordinary Shares |
| | |
+-------------------------------+----------------------------------------+
| "Form of Proxy" | the form of proxy which accompanies |
| | the circular to Shareholders, for use |
| | at the General Meeting |
| | |
+-------------------------------+----------------------------------------+
| "FSA" | the Financial Services Authority |
| | |
+-------------------------------+----------------------------------------+
| "FSMA" | the Financial Services and Markets Act |
| | 2000 (as amended) |
| | |
+-------------------------------+----------------------------------------+
| "General Meeting" | the general meeting of LRC convened |
| | for 1 April 2009 |
| | |
+-------------------------------+----------------------------------------+
| "Group" | the Company and its subsidiaries and |
| | subsidiary undertakings at the date of |
| | this announcement |
| | |
+-------------------------------+----------------------------------------+
| "Independent Director" | John Perriss |
| | |
+-------------------------------+----------------------------------------+
| "Independent Shareholders" | the Shareholders other than Hallwood |
| | |
+-------------------------------+----------------------------------------+
| "Jazz Transaction" | the proposed sale of the entire issued |
| | share capital of Trinity FM Limited, a |
| | wholly-owned subsidiary of the |
| | Company, which holds the licence to |
| | use the Jazz FM brand, and the release |
| | of the Company from its guarantee of |
| | Trinity FM Limited's obligations under |
| | an agreement dated 3 September 2008 |
| | between GMG Radio Holdings |
| | Limited (1), Trinity FM Limited (2) |
| | and the Company (3) |
| | |
+-------------------------------+----------------------------------------+
| "New Articles" | the new Articles of Association of the |
| | Company proposed to be adopted at the |
| | General Meeting |
| | |
+-------------------------------+----------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
| | |
+-------------------------------+----------------------------------------+
| "New Ordinary Shares" | the new ordinary shares of 0.1 pence |
| | each in the capital of the Company to |
| | be created pursuant to the Capital |
| | Reorganisation |
| | |
+-------------------------------+----------------------------------------+
| "Notice" | the notice convening the General |
| | Meeting which is set out at the end of |
| | the Circular |
| | |
+-------------------------------+----------------------------------------+
| "Open Offer Entitlements" | Entitlements to subscribe for Open |
| | Offer Shares, allocated to the |
| | Qualifying Shareholders pursuant to |
| | the Open Offer |
| | |
+-------------------------------+----------------------------------------+
| "Open Offer Shares" | the 604,813,314 New Ordinary Shares |
| | which are to be made available for |
| | subscription by Qualifying |
| | Shareholders under the Open Offer |
| | |
+-------------------------------+----------------------------------------+
| "Official List" | the Official List of the UK Listing |
| | Authority |
| | |
+-------------------------------+----------------------------------------+
| "Open Offer" | the conditional offer to Qualifying |
| | Shareholders to subscribe for the Open |
| | Offer Shares at the Open Offer Price, |
| | as described in the circular to |
| | Shareholders |
| | |
+-------------------------------+----------------------------------------+
| "Open Offer Price" | 0.25 pence per New Ordinary Share |
| | |
+-------------------------------+----------------------------------------+
| "Open Offer Record Date" | the close of business on 4 March 2009 |
| | |
+-------------------------------+----------------------------------------+
| "Ordinary Shares" | the ordinary shares in the share |
| | capital of LRC which may be in issue |
| | from time to time which for the |
| | avoidance of doubt shall include the |
| | Existing Ordinary Shares and the New |
| | Ordinary Shares |
| | |
+-------------------------------+----------------------------------------+
| "Overseas Shareholders" | Shareholders resident in, or citizens |
| | of, jurisdictions outside the United |
| | Kingdom |
| | |
+-------------------------------+----------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
| | |
+-------------------------------+----------------------------------------+
| "Proposals" | the proposals set out in this |
| | announcement and the circular to |
| | Shareholders |
| | |
+-------------------------------+----------------------------------------+
| "Prospectus Rules" | the Prospectus Rules published by the |
| | FSA |
| | |
+-------------------------------+----------------------------------------+
| "Qualifying CREST | Qualifying Shareholders whose Existing |
| Shareholders" | Ordinary Shares on the register of |
| | members of the Company on the Open |
| | Offer Record Date are held in |
| | uncertificated form |
| | |
+-------------------------------+----------------------------------------+
| "Qualifying non-CREST | Qualifying Shareholders whose Existing |
| Shareholders" | Ordinary Shares on the register of |
| | members of the Company on the Open |
| | Offer Record Date are held in |
| | certificated form |
| | |
+-------------------------------+----------------------------------------+
| "Qualifying Shareholders" | holders of Existing Ordinary Shares at |
| | the Open Offer Record Date |
| | |
+-------------------------------+----------------------------------------+
| "Resolutions" | the resolutions to be proposed at the |
| | General Meeting as set out in the |
| | Notice |
| | |
+-------------------------------+----------------------------------------+
| "RIS" | Regulated Information Service |
| | |
+-------------------------------+----------------------------------------+
| "Ruegg" | Ruegg & Co Limited, LRC's Nominated |
| | Adviser and Broker, a member of the |
| | London Stock Exchange and authorised |
| | and regulated by the FSA |
| | |
+-------------------------------+----------------------------------------+
| "Shareholder" | a holder of Ordinary Shares from time |
| | to time |
| | |
+-------------------------------+----------------------------------------+
| "UK" | the United Kingdom of England, |
| | Scotland, Wales and Northern Ireland |
| | |
+-------------------------------+----------------------------------------+
| "UKLA" | the UK Listing Authority |
| | |
+-------------------------------+----------------------------------------+
| "US", "USA" or "United | the United States of America, each |
| States" | State thereof (including the District |
| | of Columbia), its territories, |
| | possessions and all areas subject to |
| | its jurisdiction |
+-------------------------------+----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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