TIDMLSR
RNS Number : 6409G
Local Shopping REIT (The) PLC
25 July 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
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
25 July 2019
The Local Shopping REIT plc ("LSR" or the "Company")
Tender Offer for up to 61,484,576 LSR Shares
and
Notice of General Meeting
Further to the Company's announcement on 18 June 2019, LSR is
today posting a circular to its shareholders (the "Circular")
containing full details of the proposed tender offer and capital
reduction (required in order to create the distributable reserves
necessary to implement the tender offer) (the "Proposals") and a
notice of General Meeting to be convened for 10.00 a.m. on 20
August 2019. The Circular is also today being published on the
Company's website, details of which are set out below. A Proxy Form
and Tender Form for use by LSR Shareholders who hold their LSR
Shares in certificated form in connection with the General Meeting
and Tender Offer, respectively, are also being despatched with the
Circular.
The Proposals are conditional upon, amongst other things, the
passing of the Resolutions at the General Meeting by the requisite
majorities and the confirmation of the Capital Reduction by the
Court.
Tender Offer
It is proposed that up to 61,484,576 LSR Shares (representing
approximately 74.52 per cent. of the issued ordinary share capital
of LSR (excluding shares held in treasury) at the Latest
Practicable Date) be purchased under the Tender Offer, for a
maximum aggregate cash consideration at the Tender Price of
approximately GBP19.263 million, payable from the Company's
existing cash resources.
All Qualifying Shareholders who are on the Register at the close
of business on the Record Date will be entitled, but not required,
to tender some or all of their LSR Shares at the Tender Price of
31.33 pence per LSR Share, representing the net asset value per LSR
Share set out in the Company unaudited consolidated interim results
for the six months ended 31 March 2019 published on 20 June
2019.
The Board considers that the benefits of the Tender Offer are
that it will:
-- provide all LSR Shareholders (other than Thalassa Holdings
Ltd ("Thalassa"), which has undertaken not to participate in the
Tender Offer) who wish to sell their LSR Shares with the
opportunity to achieve a full cash exit at the NAV per LSR Share
set out in the unaudited consolidated interim accounts of the
Company for the six months ended 31 March 2019 published on 20 June
2019, being 31.33 pence per LSR Share by participating in the
Tender Offer; and
-- enable LSR Shareholders, including Thalassa, who do not wish
to receive capital at this time to maintain their investment in the
Company, notwithstanding the risks associated with doing so as
referred to in Part 6 (Risk Factors) of the Circular.
The Tender Offer is conditional on the passing of the
Resolutions at the General Meeting, by the requisite majorities and
the satisfaction of the other Conditions (including the Acceptance
Condition).
In order to be satisfied the Acceptance Condition requires the
receipt of valid tenders in respect of at least 40,463,301 LSR
Shares (representing approximately 49.04 per cent. of the issued
ordinary share capital of the Company (excluding shares held in
treasury) as at the Latest Practicable Date and 65.81 per cent. of
the issued ordinary share capital of the Company (excluding any LSR
Shares held by Thalassa and shares held in treasury) as at the
Latest Practicable Date) by 1.00 p.m. on the Closing Date, so that
Thalassa will exercise more than 50 per cent. of the voting rights
in the Company following completion of the Tender Offer and the
cancellation of the LSR Shares repurchased thereunder.
LSR Shareholders should note that, if the Proposals are approved
by LSR Shareholders at the General Meeting and the Acceptance
Condition is satisfied, Thalassa would obtain statutory control of
LSR and the Directors will tender their resignations.
The Tender Offer will open on 25 July 2019 (unless such date is
altered) and will close at 1.00 p.m. on 12 September 2019 (unless
the Closing Date is extended). If the Acceptance Condition is
satisfied, the Tender Offer will remain open for acceptance for at
least 14 calendar days from the date on which it would otherwise
have expired to allow LSR Shareholders who have not tendered their
LSR Shares in the Tender Offer at such time to do so if they so
wish.
The Tender Offer will be effected by Arden Partners plc
("Arden") (acting as principal and not as agent, nominee or
trustee). Arden, in turn, has the right to require the Company to
purchase from it, and can be required by the Company to sell to it,
such LSR Shares it acquires at the Tender Price under an option
agreement (the "Option Agreement"), details of which are summarised
in the Circular. All LSR Shares purchased pursuant to the Tender
Offer will be cancelled. The Company will fund the purchase of the
LSR Shares tendered in the Tender Offer from its existing cash
resources.
LSR Shareholders are strongly encouraged to read the Circular in
its entirety and, in particular, the risk factors relating to the
Proposals and participating in, or not participating in, the Tender
Offer set out in Part 6 (Risk Factors) of the Circular.
Capital Reduction
At present, the Company does not have sufficient distributable
reserves to implement the Tender Offer. Accordingly, the approval
of LSR Shareholders is being sought at the General Meeting to
effect a reduction of the Company's share capital. The Capital
Reduction is conditional upon, amongst other things, LSR
Shareholders passing the Capital Reduction Resolution by the
requisite majority, being at least 75 per cent. of LSR Shares voted
voting in favour, at the General Meeting.
General Meeting
Implementation of the Proposals requires the approval of certain
matters by LSR Shareholders at the General Meeting. Accordingly,
the Circular also contains a notice convening the General Meeting
to be held at the offices of Eversheds Sutherland (International)
LLP at One Wood Street, London EC2V 7WS at 10.00 a.m. on 20 August
2019.
EXPECTED TIMETABLE
Publication of the Circular 25 July 2019
Tender Offer opens (subject 25 July 2019
to the passing at the General
Meeting of the Resolutions and
confirmation by the Court of
the Capital Reduction)
----------------------------------
Latest time and date for receipt 10.00 a.m. on 16 August 2019
of Forms of Proxy for the General
Meeting
----------------------------------
General Meeting(1) 10.00 a.m. on 20 August 2019
----------------------------------
Expected date of initial directions 29 August 2019
hearing of the Court
----------------------------------
Expected date of Court Hearing 10 September 2019
to confirm the Capital Reduction(2)
----------------------------------
Expected date for registration 11 September 2019
of Court Order and Effective
Date for the Capital Reduction(2)
----------------------------------
Latest time and date for receipt 1.00 p.m. on 12 September 2019
of Tender Forms and share certificates
or other documents of title
for tendered certificated LSR
Shares (i.e. close of Tender
Offer)
----------------------------------
Latest time and date for settlement 1.00 p.m. on 12 September 2019
of TTE Instructions for tendered
uncertificated LSR Shares (i.e.
close of Tender Offer)
----------------------------------
Closing Date(3) 1.00 p.m. on 12 September 2019
----------------------------------
Record Date for Tender Offer close of business on 12 September
2019
----------------------------------
Announcement of the results 7.30 a.m. on 13 September 2019
and take up level under the
Tender offer
----------------------------------
Unconditional Date for the Tender 16 September 2019
Offer and purchase of LSR Shares
under the Tender Offer
----------------------------------
CREST accounts credited with by 17 September 2019
unsuccessfully tendered uncertificated
LSR Shares
----------------------------------
CREST accounts credited in respect by 30 September 2019
of Tender Offer proceeds for
uncertificated LSR Shares(4)
----------------------------------
Cheques despatched in respect by 30 September 2019
of Tender Offer proceeds for
certificated LSR Shares(4)
----------------------------------
Despatch of balance share certificates by 30 September 2019
(reflecting the revised nominal
value of the LSR Shares following
the Capital Reduction) in respect
of LSR Shares in certificated
form which are unsuccessfully
tendered
----------------------------------
Notes
1. The timetable assumes that there is no adjournment of the
General Meeting or extension(s) of the Closing Date. If there is an
adjournment of the General Meeting or extension(s) of the Closing
Date, all subsequent dates are likely to be later than those
shown.
2. The expected dates for the confirmation of the Capital
Reduction by the Court and the Capital Reduction becoming effective
are based on provisional dates that have been obtained for the
required Court hearings of the Company's application.
3. This date may be extended in accordance with the terms and
conditions of the Tender Offer set out in the Circular. If the
Acceptance Condition is satisfied, the Tender Offer will remain
open for acceptance for at least 14 calendar days from the date on
which it would otherwise have expired to allow LSR Shareholders who
have not tendered their LSR Shares in the Tender Offer at such time
to do so if they wish.
4. Subject to and following the Tender Offer becoming
unconditional, settlement of the consideration to which any
Qualifying Shareholder is entitled will be made (i) in the case of
acceptances of the Tender Offer received, valid and complete in all
respects, by the Unconditional Date, within 14 days of the
Unconditional Date; or (ii) in the case of acceptances of the
Tender Offer received, valid and complete in all respects, after
such date but while the Tender Offer remains open for acceptance as
referred to in Note 3 above, within 14 days of the date on which
the 14 calendar day period referred to in Note 3 above expires.
5. References in this announcement are to London times unless
otherwise stated.
6. If any of the above times and/or dates change, the revised
times and/or dates will be notified to LSR Shareholders by an
announcement through a Regulatory Information Service of the London
Stock Exchange.
Recommendation
The Board believes that, in view of the Irrevocable Undertaking
entered into by Thalassa and the support it has expressed for them,
the Proposals represent the best route available for achieving the
Company's mandated investment policy and providing a full cash
return to LSR Shareholders in the near term.
If the Proposals do not proceed for any reason, LSR Shareholders
will not receive the Tender Price for each of their LSR Shares and
will not be able to achieve an exit at that stage from their
investments in the Company. In such a situation, the Directors will
consider alternative strategies for returning cash to LSR
Shareholders, including by means of a members' voluntary
liquidation, which Thalassa has committed to support in the event
that the Tender Offer does not proceed by virtue of failure to
satisfy the Acceptance Condition.
The Board considers the Proposals, including the Resolutions, to
be in the best interests of LSR Shareholders as a whole.
Accordingly, the Board unanimously recommends that LSR Shareholders
vote, or procure the vote, in favour of the Resolutions to be
proposed at the General Meeting, as the Directors intend to do, or
procure to be done, in respect of their respective individual
beneficial holdings (or those of their close relatives and related
trusts) of, in aggregate, 3,466,564 LSR Shares, 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.
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.
If you are in any doubt about the contents of this announcement
or the Circular or the action you should take, you should
immediately seek your own professional advice from your
stockbroker, bank manager, solicitor, accountant or other
appropriate independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Circular.
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 proposed Tender Offer and Capital Reduction 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 Tender Offer and Capital
Reduction or any other matter referred to in this announcement.
Arden Partners plc ("Arden") which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as corporate broker to the Company and no-one else in
connection with the proposed Tender Offer and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Arden or for providing advice in
connection with the proposed Tender 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.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "anticipates", "believes", "could",
"estimates", "expects", "intends", "may", "plans", "projects",
"should" or "will", or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements may, and often do, differ materially
from actual results. Any forward-looking statements in this
announcement reflect the Directors' current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Group and its operations and results of operations. Other than in
accordance with its legal or regulatory obligations (including
under the Listing Rules, the Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation and the rules of the London
Stock Exchange), the Company is not under any obligation and the
Company expressly disclaims any intention or obligation (to the
maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Notice for US shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement and the Circular have been
prepared in accordance with UK style and practice for the purpose
of complying with English law and the Listing Rules, and US
Shareholders should read this entire announcement and the Circular,
including Part 4 (Details of the Tender Offer) of the Circular. The
financial information relating to the Company incorporated by
reference in the Circular, which is available for review on the
Company's website, has not been prepared in accordance with
generally accepted accounting principles in the United States and
thus may not be comparable to financial information relating to US
companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(d) under the US Exchange Act.
US Shareholders should note that the LSR Shares are not listed on a
US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a LSR
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each LSR Shareholder
is urged to consult his, her or its independent professional
adviser immediately regarding the tax consequences of tendering any
LSR Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, Arden or any of their respective
affiliates, may make certain purchases of, or arrangements to
purchase, LSR Shares outside the United States during the period in
which the Tender Offer remains open for participation, including
sales and purchases of LSR Shares effected by Arden acting as
market maker in the LSR Shares. These purchases, or other
arrangements, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. In order to
be excepted from the requirements of Rule 14e-5 under the US
Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such
purchases, or arrangements to purchase, must comply with applicable
English law and regulation, including the Listing Rules, and the
relevant provisions of the US Exchange Act. Any information about
such purchases will be disclosed as required in the UK and the
United States and, if required, will be reported via a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to LSR
Shareholders in the United States, the right to tender LSR Shares
is not being made available in any jurisdiction in the United
States in which the making of the Tender Offer or the right to
tender such LSR Shares would not be in compliance with the laws of
such jurisdiction.
Neither this announcement nor the Circular has been approved,
disapproved or otherwise recommended by the US Securities and
Exchange Commission or any US state securities commission and such
authorities have not confirmed the accuracy or determined the
adequacy of this announcement or the Circular. Any representation
to the contrary is a criminal offence in the United States.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
No forecasts or estimates
No statement in this announcement is intended as a profit
forecast, estimate or quantified financial benefits statement for
any period and no statement in this announcement should be
interpreted to mean that cash flow from operations, free cash flow,
earnings or earnings per share for the Company for the current or
future financial years would necessarily match or exceed the
historical published cash flow from operations, free cash flow,
earnings or earnings per share for the Company.
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
POSRIMLTMBJTBIL
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July 25, 2019 02:01 ET (06:01 GMT)
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