TIDMLSR
RNS Number : 6596J
Local Shopping REIT (The) PLC
20 August 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.
FOR IMMEDIATE RELEASE
The Local Shopping REIT plc ("the Company")
Result of General Meeting
20 August 2019
The board of directors of the Company (the "LSR Board") is
pleased to announce that the two special resolutions proposed at
the general meeting of the Company held this morning were duly
passed. Voting on the resolutions, which was by way of a poll, was
as follows:
Resolution For Against Total Total No. of
votes votes votes
validly cast withheld
cast* as %
of shares
in issue
No. of % of No. of %
votes votes votes of
cast votes
cast
----------- ------- ------- -------
1. THAT, subject
to the confirmation
of the High Court
of England and
Wales:
1.1 the issued
share capital
of the Company
be reduced by
cancelling and
extinguishing
capital to the
extent of GBP0.19
on each fully
paid up issued
ordinary share
of GBP0.20 each
in the capital
of the Company
(an "Ordinary
Share") and reducing
the nominal value
of each issued
fully paid up
Ordinary Share
from GBP0.20 to
GBP0.01; and
1.2 the amount
standing to the
credit of the
Company's capital
redemption reserve
be cancelled and
extinguished. 55,873,234 100% 0 0% 55,873,234 67.72% 5,000
----------- ------- ------- ------- ----------- ----------- ----------
2. THAT, subject
to the passing
of Resolution
1 above, the Company
be and is hereby
generally and
unconditionally
authorised for
the purposes of
section 701 of
the Companies
Act 2006 (the
"CA 2006") to
make one or more
market purchases
(within the meaning
of section 693(4)
of the CA 2006)
of its own Ordinary
Shares pursuant
to, and for the
purposes of, or
in connection
with a tender
offer for Ordinary
Shares on the
terms and in accordance
with the arrangements
set out or referred
to in the Circular
or otherwise contemplated
by arrangements
set out or referred
to in the Circular,
provided that:
2.1 the maximum
number of Ordinary
Shares hereby
authorised to
be purchased is
61,484,576;
2.2 the maximum
and minimum price,
exclusive of all
expenses, which
may be paid for
an Ordinary Share
is GBP0.3133 (or
31.33 pence),
being the Tender
Price (as defined
in the Circular);
and
2.3 the authority
conferred by this
Resolution shall
expire on the
date which is
15 months from
the date of the
notice of this
meeting, save
that the Company
may before the
expiry of such
authority make
a contract to
purchase Ordinary
Shares which will
or may be executed
wholly or partly
after such expiry
and the Company
may make a purchase
of such Ordinary
Shares after such
expiry pursuant
to such contract. 55,873,234 100% 0 0% 55,873,234 67.72% 5,000
----------- ------- ------- ------- ----------- ----------- ----------
*Excluding votes withheld.
As at 6:30pm on 16 August 2019, being the record date for the
General Meeting, the total number of shares in issue (excluding
shares held in treasury) was 82,505,853.
The result of the General Meeting will also be made available on
the Company's website: www.localshoppingreit.co.uk.
The resolutions were proposed at the meeting in contemplation of
the Board's proposal to return capital to LSR Shareholders by way
of a Tender Offer to repurchase LSR Shares set out in the Board's
circular to LSR Shareholders published on 25 July 2019 (the
"Circular").
The Board urges LSR Shareholders to carefully read the Circular,
which provides information about 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 Circular can also be found on the
Company's website.
The Tender offer remains open until 1.00 p.m. on 12 September
2019, unless otherwise extended in accordance with the terms and
conditions set out in Part 4 of 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
ROMLLFILTSIIFIA
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August 20, 2019 07:08 ET (11:08 GMT)
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