TIDMLSR
RNS Number : 8989X
Local Shopping REIT (The) PLC
02 May 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 Fourth Time to Secure Sufficient
Acceptances
2 May 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 2 May 2019 regarding its
offer's fourth closing date on 1 May 2019.
The valid acceptances disclosed by Thalassa show a net reduction
of a further 49,132 shares on the level of acceptances announced by
Thalassa at the third closing date for the offer.*
The Board of LSR notes that nine weeks after making its offer
Thalassa has secured acceptances over only 13.8% of LSR's issued
share capital. This strengthens the LSR Directors' view that it is
highly unlikely that Thalassa will achieve the acceptance condition
for its offer prior to the closing date of 1.00 pm (London time) on
3 May 2019.
The Board reminds shareholders of the significant reservations
held by the Board 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.
LSR shareholders should also 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
who have so far ignored Thalassa's offer continue to do so, and
those LSR shareholders who have previously accepted Thalassa's
offer withdraw their acceptance in one of the ways set out
below.
The Circular and Thalassa's offer document can be found on the
Company's website at:
http://www.localshoppingreit.co.uk/investor-relations/offer-for-the-company-by-thalassa-holdings-ltd.
Withdrawal of Acceptances by LSR shareholders holding via share
certificates
LSR shareholders who hold their shares in certificated form and
who have accepted Thalassa's offer but now wish to withdraw their
acceptances can do so by submitting a duly executed written notice
(as defined in paragraph 5(e) of Section C of Part 2 of Thalassa's
offer document) by post or by hand (during normal business hours
only) to the receiving agent in respect of Thalassa's offer, Link
Asset Services, in accordance with the procedure set out in
paragraph 5(b) of Section C of Part 2 of Thalassa's offer
document.
Forms of withdrawal notice for use by LSR shareholders who hold
their shares in certificated form to withdraw their acceptances of
Thalassa's offer are available, on request, by telephoning the LSR
Shareholder Helpline on 0800 014 8163 from within the UK or +44
(0)207 920 9700 if calling from outside the UK.
The LSR Shareholder Helpline is available between 9.00 a.m. and
5.30 p.m. (London time) Monday to Friday (except English and Welsh
public holidays). If you call the Shareholder Helpline outside
these hours and leave your telephone number, your call will be
returned when the Helpline re-opens. Calls to the LSR Shareholder
Helpline from outside the UK will be charged at applicable
international rates. Different charges may apply to calls from
mobile telephones. The LSR Shareholder Helpline cannot provide
financial, legal or tax advice and calls may be recorded and
randomly monitored for security and training purposes.
Withdrawal of Acceptances by Shareholders Holding via CREST
LSR shareholders who hold their shares through CREST (i.e. in
uncertificated form), and who have accepted Thalassa's offer but
now wish to withdraw their acceptances can do so through CREST by
sending (or, if a CREST sponsored member, procuring that their
CREST sponsor sends) an ESA instruction in CREST in accordance with
the procedure set out in paragraph 5(f) of Section C of Part 2 of
Thalassa's offer document. LSR Shareholders who have queries
regarding this procedure should telephone the LSR Shareholder
Helpline on one of the numbers set out above.
*Number of shares subject to acceptances announced by Thalassa
on 25 April 2019, minus the number of shares subject to acceptances
announced by Thalassa on 2 May 2019.
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
LSR Shareholder Helpline
0800 014 8163 (within the UK)
+44 (0)207 920 9700 (outside the UK)
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
STRGCGDUGUGBGCD
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May 02, 2019 05:52 ET (09:52 GMT)
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