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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES.
The Local Shopping REIT plc (the "Company")
Update on Property Sales Programme
12 February 2019
The board of The Local Shopping REIT plc (the "Board") is pleased to provide the following update on progress with the Company's property sales programme.
Since the last update issued by the Board, the Company has sold or exchanged contracts for sale on 6 properties for an aggregate price of £0.93 million, representing a 1.1% discount to carrying value before sales costs.
Of these, 3 properties were sold through private treaty transactions which completed or exchanged for an aggregate sale price of £0.58 million, representing a 5.6% discount to carrying value before sales costs.
The other 3 properties exchanged in auctions during February. The aggregate sale price of these was £0.35 million, representing a 7.2% premium to carrying value before sales costs.
The aggregate sales costs associated with all the disposals described above is estimated to be circa 3.5% of the aggregate sales price, resulting in an aggregate realised loss on sale of circa 4.6%.
The Company now has approximately £21.2 million in cash reserves and sales of properties in respect of which contracts have been exchanged are expected to generate a further £2.2 million in net sales proceeds in the coming weeks.
Excluding properties on which sale contracts have been exchanged, the remaining property portfolio comprises 12 properties. Of these, 6 properties are under offer for sale and the other 6 properties will continue to be marketed, both by private treaty and auction.
The aggregate of the carrying values for the 12 properties described above is £4.0 million. However, there is no certainty that these carrying values will be achieved on sale.
The term "carrying value" used in this announcement refers to the property values comprised in the Company's audited accounts as at 30 September 2018, adjusted for subsequent capital expenditure.
Rupert Wallman, Fund Manager, Principal Real Estate Europe +44 20 7355 8800
Bill Heaney, Company Secretary +44 20 7355 8800
Rule 26.1 Disclosures
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers (the "Code"), 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 (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. The person responsible for arranging for the release of this announcement on behalf of the Company is William Heaney, Company Secretary.
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. The offer by Thalassa Holdings Ltd. to acquire the entire issued and to be issued share capital of the Company not already held by it (the "Offer") will be made solely by certain offer documentation which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Shareholders are recommended to take no action at this time. 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 of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by 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 law of any such jurisdiction.
Disclosure requirements of 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.
BDO LLP ("BDO"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as independent Rule 3 adviser to LSR and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than LSR for providing the protections afforded to clients of BDO, nor for providing advice in relation to the Offer.