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.
FOR IMMEDIATE RELEASE
The Local Shopping REIT plc (the "Company" or "LSR")
Thalassa Offer Fails to Secure Sufficient Acceptances
28 March 2019
The board of The Local Shopping REIT plc (the "Board") notes the level of acceptances announced by Thalassa Holdings Ltd ("Thalassa") on its offer's first closing date on 27 March 2019. Valid acceptances in respect of 18.9 per cent of the LSR shares to which the offer relates were received, which together with Thalassa's existing holding of 25.5 per cent, were insufficient to enable Thalassa to declare its offer unconditional as to acceptances. Consequently, Thalassa has extended its offer to 10 April 2019.
The Board remains concerned regarding the quality of Thalassa's ordinary shares (forming the majority of its offer), as expressed in its response circular to shareholders ("Circular") published on 12 March 2019, and continues to recommend that LSR shareholders ignore Thalassa's offer and take no action in relation to it.
The Board remains unwavering in its aim of obtaining a full cash exit for LSR shareholders and thereby fulfilling the shareholder-approved investment policy and returning to all shareholders, including Thalassa, their share of the cash to which they are entitled.
The next closing date for Thalassa's offer of 10 April 2019 is after the General Meeting of the Company on 5 April 2019. The Board urges any shareholders who have not yet submitted their forms of proxy for the general meeting to do so as soon as possible and, in any case, by no later than 10.00 a.m. on 3 April 2019, which is the closing date for proxy submissions.
The resolution to be proposed at the general meeting authorises the Board to take appropriate action to seek to liquidate LSR and make a full cash return to LSR shareholders to achieve the mandated outcome of the LSR investment policy, including petitioning the Court for the winding-up of the Company. Whilst granting an order to wind-up the Company is at the Court's discretion, the Board considers that the prospects of the Court making such an order are good.
The Circular can be found on the Company's website at:
The Circular contains the notice of the general meeting to be held on 5 April 2019 and a form of proxy can be found at the same location.
If LSR shareholders have any questions in relation to the resolution to be proposed at the general meeting, or on the form of proxy, they should contact the LSR Shareholder Helpline on 0800 014 8163 from within the UK or +44 (0)207 920 9700 from outside the UK. The LSR Shareholder Helpline is available between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except English and Welsh public holidays). Calls to the LSR Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The LSR Shareholder helpline cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
The Local Shopping REIT plc
William A Heaney
020 7355 8800
BDO LLP (Independent Rule 3 Adviser to the Company)
020 7486 5888
Tavistock (Financial PR)
020 7920 3150
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.