RNS Number : 2897A
Local Shopping REIT (The) PLC
28 September 2020
FOR IMMEDIATE RELEASE.
28 September 2020
The Local Shopping REIT plc ("LSR" or the "Company")
Proposed transfer of the Company's listing category
on the Official List from Premium to Standard
Proposed Change of Name
Notice of General Meeting
The directors of the Company (the "Board" or the "Directors")
are pleased to announce that LSR is today posting a circular to its
shareholders (the "Circular") containing full details of the
Board's proposals for the transfer of the Company's listing
category on the Official List of the Financial Conduct Authority
from Premium to Standard (the "Proposed Transfer"), the adoption of
a new strategy for the Company and the change of the Company's name
to Alina Holdings Plc (together, the "Proposals").
The Circular will be accompanied by a notice of a General
Meeting of the Company to be convened for 10:00 a.m. on 21 October
2020 inter alia for the purpose of passing the special resolution
necessary to give effect to the Proposed Transfer as required by
the Listing Rules. A Proxy Form for use by LSR Shareholders who
hold their LSR Shares in certificated form is also being despatched
with the Circular.
Background to the Proposals
Trading in the Company's ordinary shares ("LSR Shares") on the
London Stock Exchange was suspended on 18 September 2019 following
the tender offer carried out by the Company which resulted in the
Company's largest shareholder, Thalassa Holdings Ltd ("Thalassa"),
owning approximately 92.62 per cent. of the Company's issued share
capital (excluding shares held in treasury). This meant that the
Company no longer complied with the 'free float' requirement of the
Listing Rules for a minimum of 25 per cent. of a listed company's
issued share capital to be in public hands.
The Board has considered a range of potential options with a
view to removing the suspension of trading in the Company's shares.
Following discussions with the Board of Thalassa, it has been
agreed that Thalassa will transfer to its shareholders
approximately 21,019,500 of the 21,021,277 Ordinary Shares in LSR
it currently holds, by way of a mandatory redemption of shares and
return of capital by Thalassa to its shareholders (the "Thalassa
Return of Capital"). Based on information provided by Thalassa, the
Board anticipates that following the Thalassa Return of Capital,
approximately 37.10 % of LSR Shares will be in public hands.
The Board is therefore satisfied that the Company will be able
to comply with the free float requirement of the Listing Rules as a
result of the Thalassa Return of Capital, which together with the
Proposed Transfer will enable the resumption of trading in the
Implementation of the Proposals is subject to Thalassa carrying
out the Thalassa Return of Capital prior to the Transfer taking
effect and, therefore, in support of the Proposals, the Company and
Thalassa have entered into an Irrevocable Undertaking, pursuant to
the terms of which Thalassa has undertaken to vote in favour of all
the resolutions at the General Meeting and the Thalassa Board has
undertaken to take all necessary steps to enable the Thalassa
Return of Capital to be undertaken, subject to: (a) the passing of
the resolutions at the General Meeting; and (b) the Proposed
Transfer becoming effective.
The Company will make an application for the Proposed Transfer
to take place as soon as reasonably practicable following the
General Meeting and allowing for the Thalassa Return of Capital to
be completed by Thalassa. It is expected that the Proposed Transfer
will take effect on 19 November 2020.
The Company will also make an application to the FCA for the
lifting of the suspension from trading of its shares, which the
Company anticipates will take place immediately following the
Proposed Transfer becoming effective and on 19 November 2020.
As a result of the significant reduction in the Company's
investment property holdings and the share buy-back that took place
in 2019, the Company has already been restructured substantially
away from being an investment fund into an entity which is in all
material respects an operating business. In continuance of the
restructuring of the Company, the Board proposes in the Circular a
new strategy, as summarised below, (the "New Strategy"), to
complete the Company's transformation into a commercial company,
which it intends to pursue following the Proposed Transfer.
Subject to the Proposed Transfer taking effect, the Company
intends to identify and acquire interests in potential target
businesses which are, in the opinion of the Directors, capable of
delivering long term value for the Company's shareholders. This may
include the acquisition of controlling stakes or all of the equity
in target companies, businesses or assets, enabling it to take
operational control to integrate and develop the target business.
However, the Company may equally consider making investments or
acquiring interests in businesses or assets that do not confer
voting control where the Directors consider that the investment
opportunity is sufficiently attractive and are satisfied that the
Company can exert sufficient influence over the management of the
target business or investment to implement its strategy (for
example, via board appointment rights or veto rights or other forms
of protection). There will be no limit on the number of such
potential investments or acquisitions the Company may make and the
Company may invest in a number of propositions or in just one
investment. Acquisitions or investments may take the form of
equity, equity-linked securities, debt or other structured finance
in potential target businesses.
The Board has identified European leisure and entertainment as
the Company's initial target sector (including but not limited to
ISIC codes 50 (water transport), 55 (accommodation), 56 (food and
beverage) and 90 (creative arts and entertainment)), and will
predominantly focus on transactions within those activities. Whilst
the Board will consider a range of potential business and assets
for acquisition or investment, the initial focus will likely be on
leisure hospitality. The Company has no specific preferred country
or countries in Europe which it intends to concentrate on, however,
acquisition or investment targets will most likely be located in
less developed destinations, which the Board considers to offer the
best potential for capital appreciation. The Board sees the impact
of COVID-19 on the leisure and entertainment sector as an
opportunity as businesses struggle to generate positive free cash
flow and may have had to postpone or cancel development and
It is the Directors' intention to continue to actively manage
the current property portfolio alongside the New Strategy at least
until the current uncertainty overhanging the UK property market
has ended. The current portfolio of six properties (one of which is
considered held for sale) comprises a mixture of freehold and
leasehold interests, in both commercial and residential units and
situated in the South, West and North of the United Kingdom. The
Directors will continue to monitor conditions in the UK property
market and will sell properties only when they consider that it is
in the best interests of the Company's shareholders to do so.
The changes to the Company's business away from investment fund
activities and towards a traditional operating company mean that
the Company will no longer qualify as a Real Estate Investment
Trust ("REIT") for the relevant rules of UK REIT tax regime.
Details of the effect of the Company leaving the REIT regime are
set out in the Circular.
Proposed Change of Name
In conjunction with the New Strategy, the Directors believe it
appropriate for the Company to change its name and accordingly,
conditional upon the Proposed Transfer taking effect, pursuant to
Article 4 of the Articles of Association, the Board has resolved to
change the name of the Company to Alina Holdings Plc. Following the
change of name becoming effective, the LSR Shares will be traded
under the Company's new ticker "ALNA".
Details of the Irrevocable Undertaking
Pursuant to the Irrevocable Undertaking, Thalassa has
undertaken, amongst other things:
-- to vote, or procure the vote, in favour of the resolutions at the General Meeting;
-- not to take any action which is or may be prejudicial to the
successful outcome of the Proposals or which would or might have
the effect of preventing any of the terms or conditions of the
Proposals from being fulfilled.
In addition, Thalassa has undertaken to take all necessary steps
to effect the Thalassa Return of Capital.
The Irrevocable Undertaking will lapse in the event that:
-- the Board withdraws its recommendation to vote in favour of
the resolutions to implement the Proposals before the General
Meeting is held; or
-- the Proposals or the resolutions to be proposed at the
General Meeting (or any adjourned meeting) are/is not approved by
the requisite majority of LSR Shareholders at the General Meeting
(or any adjourned meeting).
The Local Shopping REIT plc
William A Heaney
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Following the
publication of this announcement, this inside information is now
considered to be in the public domain.
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(END) Dow Jones Newswires
September 28, 2020 04:48 ET (08:48 GMT)
Grafico Azioni Alina (LSE:ALNA)
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Grafico Azioni Alina (LSE:ALNA)
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