TIDMLSR
RNS Number : 7281K
Local Shopping REIT (The) PLC
30 August 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION, PUBLICATION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE
IMPORTANT INFORMATION AT THE OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
The Local Shopping REIT plc (the "Company" or "LSR")
Tender Offer for up to 61,484,576 LSR Shares ("Tender
Offer")
30 August 2019
The board of The Local Shopping REIT plc (the "Board" or the
"LSR Directors") notes that following the passing of the two
special resolutions in connection with the Tender Offer announced
by the Board on 25 July 2019, numerous LSR Shareholders have
tendered their LSR Shares for purchase by the Company. Full details
of the Tender Offer can be found in the Board's circular to LSR
Shareholders published on 25 July 2019 (the "Circular"), which may
be found on the Company's website at
www.localshoppingreit.co.uk.
The Board has become aware that in some cases, LSR Shareholders
who hold their LSR Shares as nominees for underlying beneficial
owners have informed those beneficial owners that applications
under the Tender Offer may be scaled-back by the Company. The Board
wish to make it clear that no such scaling-back will take place and
that all LSR Shareholders (other than Thalassa Holdings Ltd, which
is not participating in the Tender Offer) may tender all of their
LSR Shares, should they so wish, in which case they will be paid in
full for such LSR Shares at the Tender Price. The Board urges all
such nominee LSR Shareholders to ensure that the beneficial owners
on whose behalf they hold LSR Shares are aware that this is the
case.
The Tender Offer is subject to an Acceptance Condition pursuant
to which valid tenders must be received in respect of a minimum of
40,463,301 shares (representing approximately 49.04% of the issued
ordinary shares of the Company, excluding shares held in treasury)
prior to the close of the Tender Offer. The Tender Offer will close
at 1.00 p.m. on 12 September 2019, unless otherwise extended in
accordance with the terms and conditions applicable to the Tender
Offer set out in Part 4 of the Circular.
If the Acceptance Condition is satisfied and the Tender Offer
proceeds on the timetable set out in the Circular, LSR Shareholders
can expect to receive the proceeds from the sale of the LSR Shares
they have tendered, at 31.33p per LSR Share, by 30 September 2019.
In order to participate in the Tender Offer, LSR Shareholders must
lodge their completed Tender Forms with the Company's receiving
agent, Equiniti Limited, or submit their instructions via CREST,
prior to the close of the Tender Offer in accordance with the
instructions set out in the Circular.
If the Acceptance Condition is not satisfied by the latest time
and date for its satisfaction set out in the Circular and the
Tender Offer does not proceed, it is likely that the Board will
seek to fulfil the LSR Investment Policy through a members'
voluntary liquidation of the Company. Such a course of action will
involve incurring further costs, which will impact the amount that
can ultimately be returned to LSR Shareholders, as well as delay
the date on which such return can be implemented.
The Board urges LSR Shareholders to read the Circular carefully.
The Circular provides information on the background to, and reasons
for, the Board's proposals, and explains why the Board considers
those proposals to be in the best interests of the Company and LSR
Shareholders as a whole.
The attention of LSR Shareholders is drawn to paragraph 14 of
Part 2 of the Circular which states as follows:
"The Directors, who have been so advised by BDO LLP as to the
financial terms of the Tender Offer, consider the terms of the
Tender Offer to be fair and reasonable. In providing advice to the
Directors, BDO LLP has taken into account the commercial
assessments of the Directors. Accordingly, the Directors
unanimously recommend that LSR Shareholders tender, or procure the
tender, of their LSR Shares in the Tender Offer, as all of the
Directors intend to do, or procure to be done, in respect of their
own beneficial holdings (or those of their close relatives and
related trusts) of 3,466,564 LSR Shares, in aggregate, representing
approximately 4.20 per cent. of the issued ordinary share capital
of LSR (excluding any shares held in treasury) as at the Latest
Practicable Date.
Notwithstanding the Directors' recommendation above, LSR
Shareholders should only make a decision as to whether to tender
all or any of their LSR Shares based on, among other things, their
view of the Company's prospects and their own individual
circumstances, including their tax position and are recommended to
seek advice from their duly authorised independent advisers."
Save where otherwise defined herein, capitalised terms and
expressions used in this announcement have the meanings given to
them in the Circular.
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
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.
Forward-looking statements
This announcement contains statements that are or may be
forward-looking with respect to the financial condition, results of
operations and businesses and achievements of the Company. These
statements can be identified by the use of forward-looking
terminology such as "believe", "anticipate", "expect", "prospect",
"estimated", "should", "may" or the negative thereof, or other
variations thereof, or comparable terminology indicating
expectations or beliefs concerning future events. These
forward-looking statements include risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors which could or may
cause actual results, achievements or developments to differ
materially from those expressed or implied by such forward-looking
statements. The Company assumes no obligation to update or correct
the information contained in this announcement, whether as a result
of new information, future events or otherwise, except to the
extent required by law or regulation. The statements contained in
this announcement are made as at the date of this announcement,
unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any
implication that there has been no change in the facts set out in
this announcement since such date. Unless expressly stated to the
contrary in this announcement, no statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this document should be interpreted to mean that
earnings for the Company or earnings per LSR Share, as appropriate,
for the current or further financial years would necessarily match
or exceed the historical published earnings for the Company or
earnings per LSR Share.
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
TENURURRKRAWOAR
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August 30, 2019 06:24 ET (10:24 GMT)
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