TIDMLSR
RNS Number : 8852U
Local Shopping REIT (The) PLC
02 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION.
FOR IMMEDIATE RELEASE.
2 April 2019
The Local Shopping REIT plc (the "Company" or "LSR")
Response to Announcement by Thalassa Holdings Ltd
("Thalassa")
The board of The Local Shopping REIT plc (the "LSR Board") notes
the announcement released by Thalassa on 2 April 2019 stating that
it has submitted its form of proxy to vote against the ordinary
resolution (the "Resolution") to be proposed at the general meeting
of the Company to be held on Friday 5 April 2019. The Resolution
seeks to authorise LSR's directors to take all actions as they
consider necessary or desirable to liquidate the Company and thus
achieve the mandated outcome of the Company's investment policy,
including, if necessary, petitioning the Court for the winding-up
of the Company.
The LSR Board notes Thalassa's statements regarding its opinion
of the prospects for the success of an application to the Court to
wind-up the Company and that it would challenge any such
application. Thalassa's statements come as no surprise to the LSR
Board, given that it has consistently opposed attempts by the LSR
Board to return to LSR Shareholders the cash to which they are
entitled.
The LSR Board considers that, whilst Thalassa is entitled to
form its own opinion on the merits of such an application, it has
not made clear the reasons supporting its view.
The LSR Board, on the other hand, has clearly explained on pages
29-31 of the response circular to shareholders published by the LSR
Board on 12 March 2019 (available on the LSR website
www.localshoppingreit.co.uk) (the "Response Circular") the
rationale for its belief as to why a petition to the Court should
succeed, being, in summary, that:
-- the LSR Investment Policy, which has been pursued by the LSR
Board since its adoption in 2013 (three years before Thalassa's
investment in the Company), requires the LSR Board, in summary, to
realise the assets of the Company, repay its debts and distribute
the surplus to LSR Shareholders;
-- there is clear support among the Company's members not to
change course in relation to the full distribution of the Company's
surplus cash to shareholders, as evidenced by the fact that 99.98%
of votes cast on the resolution to enter a Members' Voluntary
Liquidation in December 2018 (excluding those of Thalassa) were
cast in favour of that resolution; and
-- LSR can no longer achieve the commercial objectives provided
for in its listing prospectus and by the LSR Investment Policy as
Thalassa's clear desire to frustrate any action that would achieve
the mandated outcome of the LSR Investment Policy has left the
Company in a state of deadlock.
As stated in the Response Circular, your Board has sought advice
from leading Queen's Counsel on the options open to it and, in
particular, the merits of an application to the Court to wind-up
the Company in circumstances where:
-- the LSR Investment Policy requires the LSR Board to realise
the assets of the Company, repay its debts and distribute the
surplus to LSR Shareholders;
-- after considering a number of options by which to return
capital to LSR Shareholders, the LSR Board has determined that the
most appropriate way for the distribution to be made is through the
liquidation of the Company;
-- a members' voluntary liquidation has been blocked;
-- Thalassa's Offer has been rejected by LSR Shareholders; and
-- the LSR Board does not consider that there is an alternative
investment policy that could be adopted which would be consistent
with members' expectations and be likely to command the support of
a majority of members.
Whilst granting an order to wind-up the Company is at the
Court's discretion, on the basis of the advice which it has
received from a leading Queen's Counsel (and in respect of which
privilege is not waived), the LSR Board continues to consider that,
in the circumstances described above, the prospects of the Court
making a winding-up order are good.
The LSR Board notes Thalassa's statements regarding engagement
between Thalassa and the LSR Board. The LSR Board engaged with
Thalassa on a number of occasions since May 2018. The LSR Board
does not wish to comment on Thalassa's statements in relation to
those meetings, other than to confirm that at no time has Thalassa
indicated that it would support the achievement of the LSR
Investment Policy by way of a full cash exit for LSR Shareholders,
and to note again that the LSR Investment Policy was in force prior
to Thalassa's investment in the Company.
The LSR Board continues to believe that Thalassa's intention is
to gain control of the cash to which LSR Shareholders are entitled
and therefore firmly recommends that LSR Shareholders ignore
Thalassa's Offer. LSR Shareholders are recommended to vote in
favour of the Resolution at the general meeting to be held at 10.00
a.m. on 5 April 2019 at the offices of BDO LLP at 150 Aldersgate
Street, London EC1A 4AB (contained in the Response Circular) (the
"General Meeting"). The Board urges any LSR Shareholders who have
not yet submitted their forms of proxy for the General Meeting to
do so by no later than 10.00 a.m. on 3 April 2019, which is the
closing date for proxy submissions. The form of proxy may also be
found on LSR's website.
The attention of LSR Shareholders is drawn to the disclosure
requirements of Rule 8 of the Takeover Code, which continue to
apply to the Company, and which are summarised below.
Please be aware that addresses, electronic addresses and certain
other information provided by LSR Shareholders and persons with
information rights and other relevant persons for the receipt of
communications from LSR may be provided to Thalassa during the
Offer Period as required by the City Code.
Save where otherwise defined herein, capitalised words and
expressions used in this announcement have the meanings given to
them in the Response Circular.
Enquiries:
The Local Shopping REIT plc
William A Heaney
Company Secretary
020 7355 8800
BDO LLP (Independent Rule 3 Adviser to the Company)
John Stephan
Susan Jarram
020 7486 5888
Tavistock (Financial PR)
Jeremy Carey
Simon Hudson
020 7920 3150
Important Notices
BDO LLP ("BDO"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to the Company and no one else in
connection with the Offer and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of BDO or for providing advice in connection with the Offer
or any other matter referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside the United Kingdom may be restricted by the
laws of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement and the documents (including the
Response Circular) required to be published by Rule 26.1 of the
Code will, subject to certain restrictions relating to persons
resident in restricted jurisdictions, be available on the Company's
website at www.localshoppingreit.co.uk by no later than 12 noon on
the Business Day following the date of this announcement. For the
avoidance of doubt, the content of the website referred to above is
not incorporated into and does not form part of this
announcement.
Forward-looking statements
This announcement and the Response Circular contains statements
that are or may be forward-looking with respect to the financial
condition, results of operations and businesses and achievements of
the Company. These statements can be identified by the use of
forward-looking terminology such as "believe", "anticipate",
"expect", "prospect", "estimated", "should", "may" or the negative
thereof, or other variations thereof, or comparable terminology
indicating expectations or beliefs concerning future events. These
forward-looking statements include risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors which could or may
cause actual results, achievements or developments to differ
materially from those expressed or implied by such forward-looking
statements. The Company assumes no obligation to update or correct
the information contained in this announcement or the Response
Circular, whether as a result of new information, future events or
otherwise, except to the extent required by law or regulation. The
statements contained in this announcement and the Response Circular
are made as at the date of this announcement or the Response
Circular (as the case may be), unless some other time is specified
in relation to them, and publication of this announcement and the
Response Circular shall not give rise to any implication that there
has been no change in the facts set out in this announcement or the
Response Circular (as the case may be) since such date. Unless
expressly stated to the contrary in this announcement or the
Response Circular, no statement in this announcement or the
Response Circular is intended as a profit forecast or estimate for
any period and no statement in this document should be interpreted
to mean that earnings for the Company or earnings per LSR Share, as
appropriate, for the current or further financial years would
necessarily match or exceed the historical published earnings for
the Company or earnings per LSR Share.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RSPZLLFBKZFFBBD
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April 02, 2019 10:26 ET (14:26 GMT)
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