FOR IMMEDIATE RELEASE
7 December 2018
The Local Shopping REIT plc ("LSR" or the "Company")
General Meeting Wednesday 12 December 2018 ("General Meeting")
The directors of The Local Shopping REIT plc have been notified by the Company's registrar that forms of proxy have been lodged by Thalassa Investments Ltd ("Thalassa") by which Thalassa has voted its holding of 25.48% of the Company's issued share capital against the special resolution to voluntarily wind-up the Company, to be considered at the General Meeting ("the Resolution"). Thalassa has also lodged letters of representation with the Company authorising individuals to attend and vote at the meeting in relation to its shareholding.
Unless the corporate representatives of Thalassa vote in favour or abstain at the General Meeting, the Resolution will not achieve a majority of 75% of votes cast that is required for a special resolution to be passed. This would mean that the members' voluntary liquidation proposed by the Resolution, under which shareholders would have received distributions of the cash accumulated by the Company through its property sales programme, will not take place.
The Board remains convinced that the solvent liquidation of the Company, as proposed by the Resolution, is the most appropriate and effective means of fulfilling the investment policy of the Company, approved by shareholders in July 2013, enabling "the orderly liquidation of assets, the repayment of debt and the return of the remaining capital to shareholders over a period of time".
The Board notes that, excluding the proxy votes lodged by Thalassa, 99.96% of the balance of the votes received have been in favour of the Resolution.
The deadline for receiving proxy votes has yet to expire and closes at 11am on Monday 10 December 2018.
Prior to issuing the circular the Board consulted with Thalassa and received no indication that it would vote against the Resolution. Thalassa has not indicated to the Board its reasoning for voting against the Resolution and thus, in effect, the Company's approved investment policy. The Board also regrets that the Company has incurred considerable cost in preparing for the General Meeting and prospective Members' Voluntary Liquidation, which could have been saved if Thalassa had informed the Board of its attitude.
The Board has pursued the clearly stated investment objective of the Company of returning capital to shareholders, which was known to Thalassa at the time it made its investment in the Company. Noting public statements made by Thalassa regarding its ability to block a special resolution, the Board has been considering alternative strategies for the benefit of all shareholders and, in the event that the Resolution does not pass, will make a further announcement regarding this.
The arrangements for the General Meeting, including the suspension of trading in the Companies Ordinary Shares remain as set out in the circular published on 16 November 2018.
For more information please contact:
William A Heaney, Company Secretary
The Local Shopping REIT plc
Tel: 020 7355 8800
If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
This announcement is not an offer to sell or a solicitation of any offer to buy the securities of The Local Shopping REIT plc (the "Company") in the United States, Australia, New Zealand, Canada, Japan, the Republic of South Africa or in any other jurisdiction where such offer or sale would be unlawful.
This announcement cannot be relied on for any investment contract or decision. No person has been authorised to give any information or make any representation and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company or the Directors.
Note regarding forward-looking statements:
This announcement includes statements that are, or may be deemed to be, "forward-looking statements" including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends. These statements can be identified by the use of forward-looking terminology, including statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "estimates", "intends", "plans", "projects", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof. These forward-looking statements include all statements that are not matters of historical fact. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Directors' and/or the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from the results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are not guarantees of future performance and are based on numerous assumptions regarding the Company's net asset value, present and future business strategies and income flows and the environment in which the Company will operate in the future. In addition, even if the results of operations, financial position and the development of the markets and industry in which the Group operates in any given period are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by forward-looking statements contained in this announcement, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, regulatory activity, currency fluctuations, changes in business strategy, political and economic uncertainty and other factors. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue or are likely to continue.
Any forward-looking statements speak only as of the date of this announcement. Subject to the requirements of the FCA and the London Stock Exchange (and/or any other applicable regulatory requirements) or applicable law, each of the Company and the Directors expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances after the date of this announcement on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.