TIDMTHAL TIDMLSR
RNS Number : 0980Y
Thalassa Holdings Limited
03 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED,
DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED
STATES.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN
RELATION TO THE OFFER OR THE THALASSA CONSIDERATION SHARES SHOULD
BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT
AND THE PROSPECTUS EQUIVALENT DOCUMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
3 May 2019
Thalassa Holdings Ltd
("Thalassa", "THAL" or the "Company")
Lapse of Offer
On 6 March 2019, Thalassa published an offer document (the
"Offer Document") setting out the full terms and conditions of its
offer to acquire the entire issued share capital of the Local
Shopping REIT Plc ("LSR). On 2 May 2019, Thalassa announced an
extension of the Offer until 1.00 p.m. (London time) on 3 May 2019
("Extended Closing Date"). As set out below, the Acceptance
Condition was not satisfied as at the Extended Closing Date and
accordingly the Offer has now lapsed and is no longer capable of
acceptance.
The Thalassa Board remains baffled by the incomprehensible
opposition of the LSR Board to a certain exit opportunity for its
shareholders at an attractive premium to LSR's prevailing share
price and net asset values. LSR Shareholders are now faced with the
option of the LSR Board's uncertain and costly proposal to wind up
the company which was only supported by approximately 44.9% of
LSR's shareholders at the recent general meeting.
The Thalassa Board remains resolute in its stance that the Offer
was the best possible alternative for LSR Shareholders to receive
fair value for their LSR Shares after having seen the value of
their investment continue to decline, as it has every year since
inception.
The Thalassa Board still considers it important that any return
of capital by LSR to LSR Shareholders must be certain in value and
timing, and cost effective. The Thalassa Board has continuously
stated that it does not consider that a winding up of LSR is in the
best interest of all LSR Shareholders and neglects the value
inherent in that company.
Whilst vehemently opposed to the proposals put forward by the
LSR Board to date, the Thalassa Board remain, as they always have
been, open to working with the LSR Board to find a fair, certain
and equitable return of capital to LSR Shareholders.
Level of Acceptances
As at the deadline on the Extended Closing Date for receipt of
valid acceptances under the Offer, being 1.00 p.m. on 3 May 2019,
Thalassa had received valid acceptances in respect of a total of
11,363,414 LSR Shares, equivalent to approximately 18.5 per cent.
of the shares to which the Offer applies.
Accordingly, as at the Extended Closing Date, Thalassa either
owned or had received valid acceptances of the Offer in respect of
a total of 32,384,691 LSR Shares (all of which may be counted
towards the satisfaction of the Acceptance Condition), representing
approximately 39.3 per cent. of the current issued share capital of
LSR.
So far as Thalassa is aware, no acceptances have been received
from persons acting in concert with Thalassa or in respect of
shares which were subject to an irrevocable commitment or letters
of intent procured by Thalassa or any person acting in concert with
Thalassa. There are no further items to be disclosed pursuant to
Rule 17 of the Code.
The percentages listed in this announcement are based on a
current issued share capital of 82,505,853 LSR Shares.
In respect of LSR Shares held in certificated form, the Form of
Acceptance, share certificate(s) and/or other document(s) of title
will be returned by post (or by such other method as may be
approved by the Panel) within 14 days of the Offer lapsing to the
person or agent whose name and address outside the Restricted
Jurisdictions is set out in the relevant box on the Form of
Acceptance or, if none is set out, to the first-named or sole
holder of his registered address outside the Restricted
Jurisdictions. No such documents will be sent to an address in any
Restricted Jurisdiction.
In respect of LSR Shares held in uncertificated form, Link Asset
Services, the Receiving Agent, will, as soon as possible (or within
such longer period as the Panel may permit, not exceeding 14 days
after the lapsing of the Offer), give instructions to Euroclear to
transfer all LSR Shares held in escrow balances and in relation to
which it is the escrow agent for the purposes of the Offer to the
original available balances of the LSR Shareholders concerned.
Capitalised terms in this announcement ("Announcement"), unless
otherwise defined, have the same meanings as set out in the Offer
Document. Copies of this Announcement, the Offer Document and the
Prospectus are available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Thalassa's website at https://thalassaholdingsltd.com/offer.htm up
to and including the Effective Date or by calling the Receiving
Agent, Link Asset Services on 0371 664 0321 or, if calling from
outside the UK, +44 (0)371 664 0321. The contents of Thalassa's
websites are not incorporated into, and do not form part of, this
Announcement
Enquiries:
Thalassa Holdings Ltd
---------------------
+33 (0) 6 78 63 26
Duncan Soukup (Executive Chairman) 89
---------------------
finnCap (Financial Adviser to Thalassa) +44 (0) 207 220 0500
---------------------
Henrik Persson
Marc Milmo
Max Bullen-Smith
---------------------
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 p.m. on the 10(th) Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) 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 City 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 p.m. 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 of
the City Code).
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 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
Pursuant to rule 26 of the Code, a copy of this announcement
will be available, subject to certain restrictions relating to
persons resident in, or subject to the laws and/or regulations, of
Restricted Jurisdictions, for inspection on the Thalassa's website
at www.thalassaholdingsltd.com/offer promptly and in any event by
no later than 12 noon (London time) on the business day following
the date of this announcement. For the avoidance of doubt the
contents of those websites are not incorporated into, and do not
form part of, this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, the Company now has in issue 17,410,275 ordinary shares
carrying one vote each (excluding the 8,157,247 ordinary shares
held in Treasury) and admitted to the standard listing segment of
the Official List of the UK Listing Authority (the "Official List")
and to trading on London Stock Exchange plc's main market ("Main
Market") for listed securities. Furthermore, Thalassa has in issue
16,982,238 preference shares (each carrying 10 votes), and are not
admitted to trading on any exchange. The ISIN for the Thalassa
ordinary shares is VGG878801031.
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
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May 03, 2019 12:20 ET (16:20 GMT)
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