TLR Local Radio

 

TIDMTLR 
 
RNS Number : 6126R 
UKRD Group Limited 
01 May 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 29 April 2009 of a mandatory 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 Revised Offer was posted to Local Radio 
Shareholders yesterday together, where appropriate, with the New Form of 
Acceptance. 
 
 
Copies of the Revised Offer Document and the New 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 +44 20 8639 3399 (if telephoning 
from outside the UK). A copy of the Revised Offer Document is also available on 
UKRD's website, www.ukrd.com. 
Terms defined in the Revised Offer Document have the same meaning in this 
announcement. 
 
 
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 Revised 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 Revised Offer, the contents of the 
Revised 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 Revised Offer will be made solely 
through the Revised Offer Document and (in respect of Local Radio 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 Local Radio Shares held in certificated form) 
the New Form of Acceptance. The Revised 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 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 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 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 +44 (0)20 7382 9026 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 
 
 ODPEADSFESNNEFE 
 

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