TIDMLSR
RNS Number : 5352C
Local Shopping REIT (The) PLC
18 June 2019
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 June 2019
The Local Shopping REIT plc ("LSR" or the "Company")
Announcement of irrevocable undertaking from Thalassa Holdings
Ltd ("Thalassa")
to support proposals to return capital to LSR shareholders
by way of a capital reduction and share buy-back tender
offer
This announcement does not represent a firm intention to make an
offer under Rule 2.7 of the City Code on Takeovers and Mergers (the
"Code").
General
The directors of the Company (the "Board") are pleased to
announce that LSR and Thalassa have today entered into an
irrevocable undertaking (the "Irrevocable Undertaking") pursuant to
which, amongst other things, Thalassa has agreed to support
proposals to return capital to LSR shareholders by way of a capital
reduction and share buy-back tender offer to be effected at a price
per LSR share equal to the net asset value per LSR share (to be set
out in LSR's unaudited consolidated interim results for the six
months ended 31 March 2019 to be published on or around 20 June
2019), subject to a cap of 31.5 pence per share ("NAV") (the
"Proposals").
Pursuant to the Irrevocable Undertaking, Thalassa has undertaken
not to participate in the buy-back tender offer to be effected in
connection with the Proposals, but has undertaken to vote, or
procure the vote, in favour of all resolutions required to be
passed by LSR shareholders in order to implement the Proposals on
which it is entitled to vote.
Background to the Proposals
Since the lapse of Thalassa's offer to acquire the entire
issued, and to be issued, ordinary share capital of LSR on 3 May
2019 (the "Thalassa Offer"), the Board has continued to explore
ways of returning capital to LSR shareholders as quickly and
efficiently as possible. Accordingly, following the lapse of the
Thalassa Offer, LSR and Thalassa entered into a dialogue regarding
the Proposals as a means of achieving this.
The Proposals will entail seeking the confirmation of the High
Court of Justice in England and Wales (the "Court") of a capital
reduction to be undertaken by LSR in connection with the Proposals
in order to create the distributable reserves necessary to
implement them and to return the necessary capital to LSR
shareholders.
Accordingly, in due course following the publication of LSR's
unaudited consolidated interim results for the six months ended 31
March 2019, which is expected to occur on 20 June 2019, the Board
expects to publish a circular to LSR shareholders, which will
contain, amongst other things, further details in respect of the
Proposals, a notice of general meeting to approve the resolutions
required to implement the Proposals (the "General Meeting") as well
as the formal terms and conditions applicable to the Proposals
(including the buy-back tender offer). As was the case with LSR's
financial statements for the twelve months ended 30 September 2018,
the Company's interim results will be prepared on a liquidation
basis.
Benefits of the Proposals
With Thalassa's willingness to support the Proposals, the Board
considers that they are likely to be the best route for achieving
LSR's investment policy and enabling a full cash return to LSR
shareholders in the near term. The Proposals will:
-- provide all LSR shareholders who wish to sell their shares
with the opportunity to achieve a full cash exit at the NAV per
share to be published in June 2019; and
-- enable those LSR shareholders who do not wish to receive
capital at this time to maintain their investment in the
Company.
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
required to be passed at the General Meeting to give effect to the
Proposals;
-- not to tender any of its LSR shares in the tender offer in connection with the Proposals; and
-- 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.
The buy-back tender offer will be subject to a minimum
acceptance condition such that following the buy-back and
cancellation of tendered LSR shares, Thalassa would hold more than
fifty per cent of the voting rights in LSR. Thalassa has also
agreed that should the Proposals not become effective by reason of
the threshold for the acceptance condition not being satisfied or,
if capable of waiver, waived, then Thalassa will support any
further proposal brought forward by the Board for the liquidation
of the Company.
In addition, Thalassa has given certain additional warranties
and undertakings in respect of its shareholding and ability to
enter into the Irrevocable Undertaking as well as a waiver of
claims in favour of the Board. In the event that the Proposals are
implemented, the directors of LSR have undertaken to tender their
resignations.
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 any resolution 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); or
-- the Court fails to confirm the capital reduction required to
be effected in order to implement the Proposals.
The Board reiterates its belief that, in view of the Irrevocable
Undertaking entered into by Thalassa and the support it has
expressed for them, the Proposals now represent the best route for
achieving LSR's mandated investment policy and providing a full
cash return to LSR shareholders in the near term and, accordingly,
the Board shall continue to work with Thalassa to consummate them.
LSR will make further announcements relating to the Proposals in
due course.
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
S
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 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.
Rule 2.9
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at the close of business on 14 June 2019 (being the latest
practicable date prior to the date of this announcement), it had in
issue 82,505,853 ordinary shares of 20 pence each (excluding
9,164,017 ordinary shares held in treasury). The International
Securities Identification Number (ISIN) for the ordinary shares is
GB00B1VS7G47.
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
MSCUBUBRKWANAAR
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June 18, 2019 02:00 ET (06:00 GMT)
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