Offer Update
11 May 2009 - 6:33PM
UK Regulatory
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: 020 7220 5700
(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 +44 (0)20 7382 9026 or fax +44 (0)20 7236 7005.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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