Revised Offer Document Posted

 

TIDMTLR 
 
RNS Number : 7310R 
Hallwood Financial Limited 
05 May 2009 
 

Regulatory Announcement 
Company: Hallwood Financial Limited 
Headline: Revised Offer Document Posted 
Released: 5 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, JAPAN, IRELAND, SOUTH 
AFRICA OR SWITZERLAND OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 
Revised Offer Document Posted and Recommendation 
Posting of Revised Offer Document 
The directors of Hallwood and TLR are pleased to announce that John Perriss, the 
Independent Non-Executive Director of TLR, has reached agreement with the Board 
of Hallwood to recommend the Revised Offer, which was announced by Hallwood on 
30 April 2009. 
Further, Hallwood announces today that it has posted the Revised Offer Document 
to TLR Shareholders, which, together with the New Form of Acceptance, contains 
the full terms and conditions of the Revised Offer. 
The Revised Offer is open for acceptances until 1.00 p.m. (London time) on 19 
May 2009 (unless extended by Hallwood, with the consent of the Panel). 
The Revised Offer will extend to all TLR Shares unconditionally allotted or 
issued and fully paid (or credited as fully paid) on the date of the Revised 
Offer while the Revised Offer remains open for acceptance (or by such earlier 
date as Hallwood may, subject to the Code or with the consent of the Panel, 
determine). 
Copies of the Revised Offer Document and New Form of Acceptance are available 
for inspection at the offices of Hunton & Williams, 30 St. Mary Axe, London, 
EC3A 8EP, during usual business hours on any business day during the Offer 
Period and are available on Hallwood's website at 
http://www.hallwoodfinancial.com and on TLR's website at 
http://www.thelocalradiocompany.com. 
Reasons for Recommendation 
In deciding to recommend the Revised Offer John Perriss has taken into account a 
number of factors, including: 
  *  The Revised Offer provides certainty of value to TLR Shareholders through a cash 
  offer, at a time of equity market and macroeconomic instability. 
  *  The Revised Offer provides TLR Shareholders with an opportunity to realise their 
  investment for cash at a substantial premium to the pre Offer Period share price 
  and subsequent share prices, representing: 
    *  a premium of 133.33 per cent. to the closing price of 1.5 pence per TLR Share on 
    AIM on 8 April 2009, being the last dealing day prior to the commencement of the 
    Offer Period; 
    *  a premium of 84.74 per cent. to the average closing price of 1.8945 pence per 
    TLR Share on AIM for the three month period ending 8 April 2009, being the last 
    dealing day prior to the commencement of the Offer Period; 
    *  a premium of 40.00 per cent. to the closing price of 2.5 pence per TLR Share on 
    AIM on 29 April 2009, being the last dealing day prior to the announcement of 
    the Revised Offer; and 
    *  a premium of 7.69 per cent. to the price under the Revised UKRD Offer. 
 
  *  If the Revised Offer becomes or is deemed unconditional in all respects and 
  acceptances are received in respect of 90 per cent. or more of the TLR Shares to 
  which the Revised Offer relates, it is the intention of Hallwood, assuming it 
  becomes so entitled, to acquire compulsorily any outstanding TLR Shares pursuant 
  to the provisions of the Companies Act 2006. In such case, Hallwood intends to 
  procure that TLR will apply for cancellation of the admission to trading of the 
  TLR Shares on AIM. 
  *  However, if the Revised Offer is declared unconditional in all respects but 
  acceptances are received in respect of less than 90 per cent. of the TLR Shares 
  to which the Revised Offer relates, Hallwood has stated that it is its intention 
  to procure that TLR maintains the admission to trading of the TLR Shares on AIM. 
  *  Charles Stanley Securities currently holds a total of 25,460,540 TLR Shares as 
  nominee for UKRD and its Chairman, Trevor Smallwood, representing approximately 
  35.36 per cent. of the issued share capital of TLR. If Charles Stanley 
  Securities does not accept the Revised Offer, Hallwood will not receive 
  acceptances in respect of more than 90 per cent. of TLR Shares to which the 
  Revised Offer relates. 
  *  If, following the Revised Offer being declared unconditional, the TLR Shares 
  retain their admission to trading on AIM, whilst those TLR Shareholders who do 
  not wish to continue to invest in TLR will have had a viable opportunity to 
  exit, those shareholders wishing to remain with TLR will benefit from continuing 
  admission to a trading market. 
  *  Hallwood has offered TLR a GBP1 million loan facility, repayable on demand, to 
  enable it to meet its current cash requirements. Under the terms on which it has 
  been offered, the loan facility would not be available were the Revised UKRD 
  Offer to become unconditional, drawdown is conditional on TLR granting security 
  over its assets to Hallwood and the loan would attract an interest rate of 10 
  per cent. per annum. TLR has agreed with Hallwood the form of a debenture to be 
  granted over TLR's assets and Hallwood has agreed the form of a deed of priority 
  with TLR's bankers, National Westminster Bank plc, in respect of the bank's 
  first ranking debenture over TLR's assets. 
  *  TLR has given UKRD the opportunity to offer better funding terms than Hallwood 
  to meet TLR's current cash requirements. UKRD has provided an indicative loan 
  offer to TLR of a facility of GBP1 million, repayable on demand and conditional 
  upon the grant of second ranking security behind National Westminster Bank plc. 
  The proposed interest rate would be 9 per cent. per annum. However, UKRD has 
  indicated that only an unspecified initial tranche would be capable of being 
  drawn down prior to the Revised UKRD Offer (or any subsequent revision of it) 
  being declared unconditional in all respects. That initial tranche would only be 
  available to enable TLR to pay an amount that UKRD had previously confirmed with 
  HM Revenue & Customs as being the amount of VAT due from TLR in May 2009 and 
  UKRD requires authority to contact HM Revenue & Customs on TLR's behalf to 
  obtain that confirmation (which authority has not been given). 
  *  Mr Perriss continues to review all funding options and has yet to accept either 
  offer of funding. 
 
Accordingly, John Perriss, the Independent Non-Executive Director of TLR, having 
been so advised by Ruegg & Co Limited, considers the terms of the Revised Offer 
to be fair and reasonable. 
Further Information 
Unless otherwise defined in this announcement, capitalised words and phrases in 
the announcement shall have the same meanings given to them in the Revised Offer 
Document. 
The directors of Hallwood accept responsibility for the information contained in 
this announcement, other than that relating to TLR. To the best of the knowledge 
and belief of the directors of Hallwood (having taken reasonable care to ensure 
that such is the case) the information contained in this announcement for which 
they accept responsibility is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
The directors of TLR accept responsibility for the information contained in this 
announcement relating to TLR (other than the recommendation and the associated 
opinions contained in the letter from John Perriss, the Independent 
Non-Executive Director of TLR). To the best of the knowledge and belief of the 
directors of TLR (having taken all reasonable care to ensure that such is the 
case), the information contained in this announcement for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
John Perriss accepts responsibility for the recommendation and the associated 
opinions contained in this announcement from John Perriss, the Independent 
Non-Executive Director of TLR. To the best of his knowledge and belief (having 
taken all reasonable care to ensure that such is the case), the information 
contained in this announcement for which he accepts responsibility is in 
accordance with the facts and does not omit anything likely to affect the import 
of such information. 
Ruegg & Co Limited, which is authorised and regulated in the UK by the Financial 
Services Authority, is acting exclusively for TLR and no one else in connection 
with the Revised Offer and the matters referred to in this announcement. Ruegg & 
Co Limited will not be responsible to any person other than TLR for providing 
the protections afforded to clients of Ruegg & Co Limited, nor for providing 
advice in relation to the Revised Offer or any other matter referred to in this 
announcement. 
For further information, please contact 
Hunton & Williams     Tel: [phone] 
(Legal Adviser to Hallwood) 
 Paul 
Tetlow 
Ruegg & Co Limited    Tel: [phone] 
(Financial Adviser to TLR) 
Brett Miller/Roxanne Marffy 
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 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 NEW 
FORM OF ACCEPTANCE. THE REVISED OFFER IS 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 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, Ireland, 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 
http://www.hallwoodfinancial.com and http://thelocalradiocompany.com by no later 
than 12.00 noon on the Business Day following their release, and will remain 
available throughout the Revised 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 or TLR's ability to 
control or estimate precisely and therefore undue reliance should not be placed 
on such statements. Neither Hallwood nor TLR assume any obligation in respect 
of, and do 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 [phone] or fax [phone]. 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ODPKGGGKVKLGLZM