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The Local Radio Company plc

26 August 2009

 

Proposed Cancellation of Admission to AIM and Notice of General Meeting

 

The Local Radio Company plc (the 'Company') today announces that the Company is seeking Shareholder approval to cancel the admission of the Ordinary Shares to trading on AIM.

 

Introduction

 

The Company is seeking Shareholder approval to cancel the admission of the Ordinary Shares to trading on AIM at an Extraordinary General Meeting which will be held on 22 September 2009. A circular and notice of the Extraordinary General Meeting will today be posted to Shareholders.

Recent Trading

 

As announced by the Company on 30 June 2009 the unaudited interim results for the six months to 31 March 2009 showed that the restructuring of the Company's portfolio and the reduction in the central overheads was continuing. Like for like revenue for the six months from continuing operations was down by 7.2% to £7.0 million (H1 08 £7.5million).

The commercial radio sector generally continues to trade in a depressed advertising market and, for the Company, both local and nationally generated revenues continue to show year on year decline.

Cash flow remains difficult and is a matter held under constant review by the Board whilst the re-structuring programme continues to be implemented. The changes resulting from the restructuring are on track to be completed over the next few months and are still anticipated to deliver the projected results.

 

Background to the Delisting

 

Due to the current conditions in the commercial radio sector and more specifically the decline in revenues from advertising, the Directors have undertaken a review of the benefits and disadvantages of the Company continuing to be admitted to trading on AIM. Following this review the Directors have concluded that it would be more beneficial for the Company and Shareholders if the Company were to de-list from AIM whilst the restructuring of the Company continues.

The principal reasons for Delisting are as follows:

(1) the Company is incurring costs associated with being traded on AIM, including its nominated adviser and broker, AIM, accounting and legal fees and the requirement for an enlarged board of Directors for corporate governance purposes. These costs and regulatory requirements associated with maintaining admission to AIM are a significant burden on the Company's financial resources and outweigh the benefits gained from Admission whilst the Company seeks to be restructured;

(2) the main reasons for being listed include the need to raise capital, the need to incentivise staff utilising share options and the general marketing benefits of being a listed company. The Company does not currently feel that the benefits being experienced outweigh the associated costs; and 

(3) it will generally be simpler and more cost effective to manage an unlisted company, rather than a publicly quoted company.

Strategy following the Delisting

The Company intends to continue to implement the restructuring of the Group and the Directors will keep Shareholders informed of the Company's financial and operational performance through periodic updates via the Company's website: www.thelocalradiocompany.com.

Process for Delisting

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the Delisting. Under the AIM Rules, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the Extraordinary General Meeting (being not less than 75 per cent. of the votes cast). Accordingly, the Resolution numbered 1 set out in the Notice of Extraordinary General Meeting detailed below and today sent to Shareholders seeks Shareholders' approval to the Delisting. The Resolution approving the Delisting is not conditional on the passing of the other Resolution. Subject to the Resolution approving the Delisting being passed at the Extraordinary General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 29 September 2009 with the Delisting taking effect at 7.00 am on 30 September 2009.

Upon the Delisting becoming effective, Astaire Securities plc will cease to be nominated adviser and broker to the Company and the Company will no longer be required to comply with the AIM Rules. Shareholders should note however that the Company will nevertheless remain subject to the provisions of the City Code on Takeovers and Mergers for a period of 10 years from the Delisting.

Transactions in the Ordinary Shares following Delisting 

The Directors are aware that Shareholders may still wish to acquire or dispose of Ordinary Shares following the Delisting. The Directors intend to make available a new matched bargain service via JP Jenkins, a trading division of Rivington Street Corporate Finance Limited. Further details of this will be made available on the Company's website at www.thelocalradiocompany.com and directly by letter or email where appropriate.

Extraordinary General Meeting

Set out at the end of this announcement are the details of the notice convening the Extraordinary General Meeting to be held at Senate Court, Southernhay Gardens, Exeter, EX1 1NT at 2.30 pm on 22 September 2009 at which the Resolutions will be put to the Shareholders

Recommendation

The Board considers the Delisting to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions. The Company has received an irrevocable undertaking from UKRD Group Limited to vote in favour of the Resolutions, representing 46,255,085 Ordinary Shares (approximately 64.24 per cent. of the issued share capital of the Company) in aggregate.

John Hepburn, James St Aubyn, Anthony Everett, William Rogers, Roger Humm and Trevor Smallwood, each being directors of the Company are also directors of UKRD Group Limited.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting	2.30pm on 20 September 2009
General Meeting of The Local Radio Company plc	2.30pm on 22 September 2009
Cancellation of admission to trading on AIM of the Ordinary Shares expected to be effective	7.00am on 30 September 2009

Enquiries

William Rogers,  The Local Radio Company plc     01209 310435 

Gavin Burnell,  Astaire Securities plc                     020 7448 4471 

Definitions

The following definitions apply throughout this announcement and the circular to shareholders:

'Admission'	admission of the Ordinary Shares to trading on AIM;
'AIM'	the market of that name operated by the London Stock Exchange;
'AIM Rules'	the Rules for AIM companies published by London Stock Exchange from time to time;
'Board' or 'Directors'	the board of directors of the Company;
'Capita Registrars'	Capita Registrars, the Company's registrars;
'Company' or 'The Local Radio Company'	The Local Radio Company plc;
'CREST'	A relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Regulations);
'Delisting'	the proposed cancellation of Admission;
'Extraordinary General Meeting'	the extraordinary general meeting of Shareholders convened for 2.30pm on 22 September 2009 (or any adjournment thereof);
'Form of Proxy'	the proxy form for use by Shareholders at the Extraordinary General Meeting
'Group'	the Company and its subsidiary undertakings
'London Stock Exchange'	London Stock Exchange plc;
'Notice of Extraordinary Meeting'	the notice of the Extraordinary General Meeting;
'Ordinary Shares'	the ordinary shares of 4 pence each in the capital of the Company;
'Regulations'	the Uncertified Securities Regulations 2001 No.3755, as amended from time to time;
'Resolutions'	the resolutions to be proposed at the Extraordinary General Meeting in the form set out in the Notice of Extraordinary General Meeting; and
'Shareholders'	the holders of Ordinary Shares.

THE LOCAL RADIO COMPANY PLC

NOTICE is hereby given that an Extraordinary General Meeting of The Local Radio Company plc ('the Company') will be held at Senate Court, Southernhay Gardens, Exeter, EX1 1NT on 22 September 2009 at 2.30 pm for the purpose of considering and if thought fit, passing the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

THAT:

1. pursuant to Rule 41 of the AIM Rules for Companies the cancellation of admission of the Company's ordinary shares to trading on the AIM market of London Stock Exchange Plc is hereby approved (the 'Delisting'); and

2. subject to the passing of Resolution 1, the Directors be and are hereby authorised to do all things necessary to give effect to the Delisting.

By order of the Board

Secretary

Dated: 26 August 2009

Registered Office: 11 Duke Street, High Wycombe, Buckinghamshire, HP13 6EE

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