Offer Document Posted

 

TIDMTLR 
 
RNS Number : 8260P 
UKRD Group Limited 
31 March 2009 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT 
IS UNLAWFUL TO DO SO 
 
 
Cash Offer by 
UKRD Group Limited, as advised by Charles Stanley Securities, 
for the entire issued and to be issued ordinary share capital of 
The Local Radio Company PLC (the "Offer") 
 
 
 
OFFER DOCUMENT 
 
Further to the announcement made on 27 March 2009 of a cash offer for the entire 
issued and to be issued share capital of The Local Radio Company PLC ("Local 
Radio") not already owned by UKRD Group Limited ("UKRD"), UKRD is pleased to 
announce that the offer document (the "Offer Document") containing the full 
terms and conditions of the Offer will be posted to Local Radio Shareholders 
today together, where appropriate, with the Form of Acceptance. 
 
 
Offer Highlights: 
 
 
  *  The Offer will be made on the basis of 2 pence per Local Radio Share. 
 
  *  The Offer represents a premium of 100 per cent. to the Closing Price of 1.0 
  pence per Local Radio Share on 26 March 2009, being the latest practicable date 
  prior to the release of the Announcement. 
 
  *  UKRD owns 9,725,000 Local Radio Shares representing approximately 13.51 per 
  cent. of the existing issued ordinary share capital of Local Radio. 
 
  *  UKRD has received an irrevocable undertaking to accept the Offer in respect of 
  11,520,000 Local Radio Shares from Trevor Smallwood, Chairman of UKRD, 
  representing approximately 16.00 per cent. of the existing issued share capital 
  of Local Radio. 
 
  *  Invesco Asset Management Ltd, acting for and on behalf of its discretionary 
  managed clients, has confirmed in a letter of intent that it is its current 
  intention to accept the Offer in respect of 3,914,416 Local Radio Shares, 
  representing approximately 5.44 per cent. of the existing issued share capital 
  of Local Radio. 
 
 
 
The procedure for acceptance of the Offer is contained in paragraph 13 of the 
Letter from UKRD at pages 11 to 15 of the Offer Document and, in respect of 
certificated Local Radio Shares, is further described in the Form of Acceptance. 
The Offer will be open for acceptance until 1.00 p.m. on 21 April 2009. 
 
If you hold your Local Radio Shares in certificated form (that is, not in 
CREST), to accept the Offer in respect of those Local Radio Shares you should 
complete, sign and return the Form of Acceptance (together with your share 
certificates and any other documents of title) as soon as possible and, in any 
event, so as to be received by not later than 1.00 p.m. (London time) on 
21 April 2009, to Capita Registrars at Corporate Actions, The Registry, 34 
Beckenham Road, Beckenham, Kent, BR3 4TU, UK. 
If you hold your Local Radio Shares in uncertificated form (that is, in CREST), 
to accept the Offer in respect of those Local Radio Shares you should follow the 
procedure for Electronic Acceptance through CREST so that the TTE Instruction 
settles as soon as possible and, in any event, not later than 1.00 p.m. (London 
time) on 21 April 2009. If you are a CREST sponsored member, you should refer to 
your CREST sponsor before taking any action as only your CREST sponsor will be 
able to send the necessary TTE Instructions to Euroclear in relation to your 
Local Radio Shares. 
 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection during normal business hours on any weekday (UK public holidays 
excepted) at the offices of Charles Stanley Securities, 131 Finsbury Pavement, 
London EC2A 1NT throughout the period during which the Offer remains open for 
acceptance. Additional Forms of Acceptance are available from Capita Registrars, 
by telephoning 0871 664 0321 or [phone] (if telephoning from outside 
the UK). A copy of the Offer Document is also available on UKRD's website, 
www.ukrd.com. 
Terms defined in the Offer Document have the same meaning in this announcement. 
 
 
Undertakings to accept the Offer 
 
 
UKRD has received an irrevocable undertaking to accept the Offer in respect of 
11,520,000 Local Radio Shares from Trevor Smallwood, Chairman of UKRD, 
representing approximately 16.00 per cent. of the existing issued share capital 
of Local Radio.  This irrevocable undertaking will lapse if the Offer lapses or 
is withdrawn. 
 
 
Invesco Asset Management Ltd, acting for and on behalf of its discretionary 
managed clients, has confirmed in a letter of intent that it is its current 
intention to accept the Offer in respect of 3,914,416 Local Radio Shares, 
representing approximately 5.44 per cent. of the existing issued share capital 
of Local Radio. 
 
 
UKRD has therefore received undertakings and non-binding letters of intent to 
accept the Offer in respect of an aggregate total of 15,434,416 Local Radio 
Shares, representing approximately 21.44 per cent. of the existing issued 
ordinary share capital of Local Radio. 
 
 
 
For further information, please contact: 
 
 
+-------------------------------------------------------+---------------+ 
| Charles Stanley Securities (Financial Adviser to      | 020 7149 6000 | 
| UKRD)                                                 |               | 
+-------------------------------------------------------+---------------+ 
| Richard Thompson                                      |               | 
+-------------------------------------------------------+---------------+ 
| Philip Davies                                         |               | 
+-------------------------------------------------------+---------------+ 
| Carl Holmes                                           |               | 
+-------------------------------------------------------+---------------+ 
 
 
Charles Stanley Securities, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for UKRD and 
no one else in connection with the Offer and will not be responsible to anyone 
other than UKRD for providing the protections afforded to its clients or for 
providing advice in relation to the Offer, the contents of the Offer Document or 
this announcement or any transaction or arrangement or other matter referred to 
herein. 
This announcement is not intended to, and does not, constitute or form any part 
of an offer to sell or an invitation to purchase or subscribe for any securities 
or the solicitation of an offer to purchase or subscribe for any securities 
pursuant to the Offer or otherwise. The Offer will be made solely through the 
Offer Document and (in respect of Local Radio 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 Local Radio 
Shares held in certificated form) the Form of Acceptance. The Offer will be 
subject to the applicable requirements of the City Code, the Panel, the London 
Stock Exchange and the Financial Services Authority. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the UK may be restricted by law and therefore any persons who are nor 
resident in the UK or who are subject to the laws of any jurisdiction other than 
the UK should inform themselves about, and observe, any applicable requirements. 
Any failure to comply with the applicable requirements may constitute a 
violation of the securities laws of any such jurisdiction. This announcement has 
been prepared for the purpose of complying with English law and the City Code 
and the information disclosed herein may not be the same as that which would 
have been disclosed if this announcement had been prepared in accordance with 
the laws of jurisdictions outside the UK. 
 
 
The Offer is not being made, directly or indirectly, or by the use of the mails 
of, or by any means or instrumentality (including, without limitation, facsimile 
or other electronic transmission, telex or telephone) of inter-state or foreign 
commerce or any facility of, a national securities exchange of any jurisdiction 
if to do so would constitute a violation of the relevant laws of such 
jurisdiction ("Restricted Jurisdiction") (including the United States, Canada, 
Australia or Japan), and the Offer is not 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 Local Radio Shares) and this announcement are not being, and must 
not be, directly or indirectly, mailed, transmitted or otherwise forwarded, 
distributed or sent in or into or from a Restricted Jurisdiction and persons 
receiving such documents (including, without limitation, custodians, nominees 
and trustees) must not mail, transmit, or otherwise forward, distribute or send 
them in or into or from a Restricted Jurisdiction. 
 
 
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 Local Radio, all "dealings" in any "relevant 
securities" of Local Radio (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 
Local Radio, 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 Local Radio by Local Radio or UKRD, or by any of their respective 
"associates", must be disclosed by no later than 12.00p.m. 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 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 [phone] or fax +44 
(0)20 7236 7005. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ODPEAADFDLSNEFE