Offer Update

 

TIDMTLR 
 
RNS Number : 0096S 
Hallwood Financial Limited 
11 May 2009 
 

Regulatory Announcement 
Company: Hallwood Financial Limited 
Headline:  Offer Update 
Released: 11 May 2009 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SWITZERLAND, SOUTH AFRICA 
OR JAPAN 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") 
On 17 April 2009, Hallwood Financial Limited ("Hallwood") made a cash offer (the 
"Initial Offer") to acquire the entire issued and to be issued share capital of 
The Local Radio Company plc ("TLR") on the basis of 2.5 pence per TLR Share. 
Such offer was revised on 30 April 2009 so that the price per TLR Share under 
the Offer is now 3.5 pence. Acceptances of the Initial Offer are deemed to be 
acceptances of the Revised Offer. 
Hallwood hereby notifies TLR Shareholders that as at close of business on 8 May 
2009, it has received valid acceptances of the Revised Offer in respect of 
506,083 TLR Shares, representing 0.70 per cent. of the issued share capital of 
TLR. 
Accordingly, Hallwood now holds valid acceptances in respect of and has an 
interest in 20,856,517 TLR Shares in aggregate, representing approximately 
28.97 per cent. of the existing issued share capital of TLR. 
11 May 2009 
For further information, please contact: 
Hunton & Williams     Tel: [phone] 
(Legal Adviser to Hallwood) 
Paul 
Tetlow 
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 IS MADE SOLELY BY 
MEANS OF THE REVISED OFFER DOCUMENT AND (IN RESPECT OF TLR SHARES HELD IN 
CERTIFICATED FORM) THE NEW FORM OF ACCEPTANCE, WHICH 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 NEW 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 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, Switzerland, South Africa or Japan), and the Revised Offer is 
not 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 New 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. 
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 [phone] or fax [phone]. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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