TIDMLSR
RNS Number : 9381V
Local Shopping REIT (The) PLC
11 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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER
OFFER OR AN OFFER OF SECURITIES.
FOR IMMEDIATE RELEASE
The Local Shopping REIT plc (the "Company" or "LSR")
Thalassa Offer Fails for the Second Time to Secure Sufficient
Acceptances
11 April 2019
The board of The Local Shopping REIT plc (the "Board" or the
"LSR Directors") notes the level of acceptances announced by
Thalassa Holdings Ltd ("Thalassa") on its offer's second closing
date on 10 April 2019. Additional valid acceptances representing
only 0.76 per cent of LSR's issued share capital have been
received, which, together with Thalassa's existing holding of 25.5
per cent of LSR's issued share capital and the acceptances in
respect of 14.07 per cent of LSR's issued share capital received at
the first closing date, were not sufficient to enable Thalassa to
declare its offer unconditional as to acceptances. Consequently,
Thalassa has extended its offer to 1.00 pm. (London time) on 24
April 2019.
The Board continues to have significant reservations as to the
quality of Thalassa's ordinary shares (forming the majority of the
consideration for its offer), as expressed in its response circular
to shareholders ("Circular") published on 12 March 2019, in which
the Board's views were stated:
-- The Board considers Thalassa's ordinary shares to be
unacceptably risky (including no guarantee that they will be bought
back under Thalassa's share buy-back programme).
-- LSR Shareholders accepting Thalassa's Offer will, in the
Board's opinion, be exposed to risks associated with Thalassa's
loss-making trading activity and its unfocused investment
strategy.
-- LSR Shareholders accepting Thalassa's Offer may find
themselves holding Thalassa Ordinary Shares that Thalassa itself
acknowledges may not be able to be traded on any exchange or market
for quoted or listed securities.
-- Thalassa is incorporated in the British Virgin Islands and
its listing on the London Stock Exchange is a Standard Listing,
meaning that LSR shareholders accepting Thalassa's Offer would lose
many of the shareholder protections they currently enjoy through
LSR's status as a UK company with a Premium Listing.
In addition, LSR shareholders should be aware that the basic
cash element of Thalassa's offer consideration represents 14.6p per
LSR ordinary share. LSR's current cash position equates to 27.9p
per LSR ordinary share.
The Board therefore continues to recommend that LSR shareholders
ignore Thalassa's offer and take no action in relation to it. The
Board remains unwavering in its aim of obtaining a full cash exit
for LSR shareholders and thereby fulfilling the
shareholder-approved investment policy and returning to all
shareholders, including Thalassa, their share of the cash to which
they are entitled.
At the Company's General Meeting held on 5 April 2019, the
resolution that, subject to Thalassa's offer lapsing or being
withdrawn, the LSR Directors be authorised to take all such actions
as they may consider necessary or appropriate to liquidate the
Company and thus achieve the mandated outcome of the Company's
investment policy was passed. The Board noted that, excluding the
votes cast by Thalassa, 99.63% of the votes cast were in favour of
the resolution. The LSR Board reiterates that, whilst the granting
of an order to wind-up the Company is at the Court's discretion, on
the basis of the advice which it has received (and in respect of
which privilege is not waived), the Board considers that, in the
circumstances described in the Circular, the prospects of the Court
making a winding-up order are good. The Board further notes that
Thalassa has not stated the reasons supporting its belief that the
Board's plans would not succeed.
LSR shareholders should be aware that, as stated in Thalassa's
offer document, should Thalassa's offer not become or be declared
unconditional as to acceptances by 1.00 pm on 17 April 2019, LSR
shareholders who have accepted Thalassa's offer may at that time
withdraw their acceptances in accordance with paragraph 5 of
Section C of Part 2 of Thalassa's offer document.
The Circular can be found on the Company's website at:
http://www.localshoppingreit.co.uk/investor-relations/offer-for-the-company-by-thalassa-holdings-ltd.
S
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 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.
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
STRBBGDSIUBBGCB
(END) Dow Jones Newswires
April 11, 2019 08:00 ET (12:00 GMT)
Alina (LSE:ALNA)
Historical Stock Chart
From Sep 2024 to Oct 2024
Alina (LSE:ALNA)
Historical Stock Chart
From Oct 2023 to Oct 2024