TIDMTHAL TIDMLSR
RNS Number : 8255V
Thalassa Holdings Limited
11 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED,
DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED
STATES.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN
RELATION TO THE OFFER OR THE THALASSA CONSIDERATION SHARES SHOULD
BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT
AND THE PROSPECTUS EQUIVALENT DOCUMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
11 April 2019
Thalassa Holdings Ltd
("Thalassa", "THAL" or the "Company")
Further Extension of Offer
The Thalassa Board announces that the Offer, which remains
subject to the terms and conditions set out in the Offer Document
and Form of Acceptance, is being extended and will remain open for
acceptances until the next closing date, which is 1.00 p.m. (London
time) on 24 April 2019 (or such later time(s) or date(s) as
Thalassa may determine, subject to the consent of the Panel, where
required).
LSR Shareholders now have a choice, either to accept Thalassa's
certain and deliverable Offer that provides an immediate return to
LSR Shareholders or to rest their hopes on the LSR Board's ability
to deliver its uncertain liquidation proposal, which the Thalassa
Board believes is unlikely to succeed.
Reasons to accept the Offer
The Thalassa Board invites LSR Shareholders to continue to
accept the Offer which represents a deliverable and certain exit
for shareholders at a value of 35.7 pence per Offer Share with cash
being an important part of the total consideration.
The Thalassa Board remains resolute in its stance that the Offer
is the best possible alternative for LSR Shareholders to receive
fair value for their LSR Shares after having seen the value of
their investment continue to decline, as it has every year since
inception, a trend which the Thalassa Board only expects to
continue in light of the as yet unspecified costs associated with
LSR's vague liquidation proposal.
As the Thalassa Board has continuously stated, a winding up of
LSR is not in the best interest of all LSR Shareholders. Following
the announcement on 5 April 2019 of the result of the LSR General
Meeting, it is clear that the majority of LSR Shareholders either
did not vote or voted against the resolution to authorise the LSR
Board to pursue a just and equitable winding up of the company.
Level of Acceptances
As at the deadline on the Second Closing Date for receipt of
valid acceptances under the Offer, being 1.00 p.m. on 10 April
2019, Thalassa had received valid acceptances in respect of a total
of 12,234,001 LSR Shares, equivalent to approximately 19.9 per
cent. of the shares to which the Offer applies.
Accordingly, as at the Second Closing Date, Thalassa either
owned or had received valid acceptances of the Offer in respect of
a total of 33,255,278 LSR Shares (all of which may be counted
towards the satisfaction of the Acceptance Condition), representing
approximately 40.3 per cent. of the current issued share capital of
LSR.
There are no further items to be disclosed pursuant to Rule 17
of the Code. The percentages listed in this announcement are based
on a current issued share capital of 82,505,853 LSR Shares.
Procedure to accept the Offer and to make a mix and match
election
If you hold LSR Shares in certificated form:
If you hold your LSR Shares, or any of them, in certificated
form (that is, NOT in CREST), to accept the Offer in respect of
some or all of those LSR Shares, you should complete, sign and
return the enclosed Form of Acceptance, along with your valid share
certificate(s) and/or any other relevant documents of title as soon
as possible and, in any event, so as to be received by post or by
hand (during normal business hours) by the Receiving Agent, Link
Asset Services, Corporate Actions at The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by no later than 1.00 p.m. (London
time) 24 April 2019. Further details on the procedures for
acceptance of the Offer if you hold any of your LSR Shares in
certificated form are set out in paragraph 17(a) of Part 1 and
Section D of Part 2 of the Offer Document sent to LSR Shareholders
on 6 March 2019 and in the accompanying Form of Acceptance. A
reply-paid envelope for use within the UK only is enclosed for your
convenience and may be used by holders of LSR Shares in
certificated form in the UK for returning their Form of
Acceptance.
If you hold LSR Shares in uncertificated form:
If you hold your LSR Shares, or any of them, in uncertificated
form (that is, in CREST), to accept the Offer in respect of some or
all of those LSR Shares, you should follow the procedure for
Electronic Acceptance through CREST so that the TTE instruction
settles as soon as possible and, in any event, by no later than
1.00 p.m. (London time) on 24 April 2019. If you hold any of your
LSR Shares through a CREST sponsored member, you should contact
your CREST sponsor as only your CREST sponsor will be able to send
the necessary TTE instruction to Euroclear. Further details on the
procedures for acceptance of the Offer if you hold any of your LSR
Shares in uncertificated form are set out in paragraph 17(b) of
Part 1 and Section E of Part 2 of the Offer Document sent to LSR
Shareholders on 6 March 2019.
Mix and Match Facility
The Mix and Match Facility remains available to LSR Shareholders
who may elect, subject to offsetting elections, to vary the
proportion in which they receive cash and Thalassa Consideration
Shares in respect of their LSR Offer Shares. Thalassa continues to
reserve the right to close the Mix and Match facility at 1.00 p.m.
(London time) on 24 April 2019 without further notice.
Further details on the procedures for making Mix and Match
Elections are set out in paragraph 17(a)(ii)(B) of Part 1 of the
Offer Document (if you hold LSR Shares in certificated form) and in
paragraph 17(b)(iii) of Part 1 of the Offer Document (if you hold
LSR Shares in uncertificated form).
Capitalised terms in this announcement ("Announcement"), unless
otherwise defined, have the same meanings as set out in the Offer
Document. Copies of this Announcement, the Offer Document and the
Prospectus are available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Thalassa's website at https://thalassaholdingsltd.com/offer.htm up
to and including the Effective Date or by calling the Receiving
Agent, Link Asset Services on 0371 664 0321 or, if calling from
outside the UK, +44 (0)371 664 0321. The contents of Thalassa's
websites are not incorporated into, and do not form part of, this
Announcement
Enquiries:
Thalassa Holdings Ltd
---------------------
+33 (0) 6 78 63 26
Duncan Soukup (Executive Chairman) 89
---------------------
finnCap (Financial Adviser to Thalassa) +44 (0) 207 220 0500
---------------------
Henrik Persson
Marc Milmo
Max Bullen-Smith
---------------------
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 p.m. on the 10(th) Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) 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 City 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 p.m. 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 of
the City Code).
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 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
Pursuant to rule 26 of the Code, a copy of this announcement
will be available, subject to certain restrictions relating to
persons resident in, or subject to the laws and/or regulations, of
Restricted Jurisdictions, for inspection on the Thalassa's website
at www.thalassaholdingsltd.com/offer promptly and in any event by
no later than 12 noon (London time) on the business day following
the date of this announcement. For the avoidance of doubt the
contents of those websites are not incorporated into, and do not
form part of, this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, the Company now has in issue 17,475,275 ordinary shares
carrying one vote each (excluding the 8,092,247 ordinary shares
held in Treasury) and admitted to the standard listing segment of
the Official List of the UK Listing Authority (the "Official List")
and to trading on London Stock Exchange plc's main market ("Main
Market") for listed securities. Furthermore, Thalassa has in issue
17,080,804 preference shares (each carrying 10 votes), and are not
admitted to trading on any exchange. The ISIN for the Thalassa
ordinary shares is VGG878801031.
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
OUPSFUFMSFUSEEL
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