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 for the Second Time to Secure Sufficient Acceptances
11 April 2019
The board of The Local Shopping REIT plc (the "Board" or the "LSR Directors") notes the level of acceptances announced by Thalassa Holdings Ltd ("Thalassa") on its offer's second closing date on 10 April 2019. Additional valid acceptances representing only 0.76 per cent of LSR's issued share capital have been received, which, together with Thalassa's existing holding of 25.5 per cent of LSR's issued share capital and the acceptances in respect of 14.07 per cent of LSR's issued share capital received at the first closing date, were not sufficient to enable Thalassa to declare its offer unconditional as to acceptances. Consequently, Thalassa has extended its offer to 1.00 pm. (London time) on 24 April 2019.
The Board continues to have significant reservations as to the quality of Thalassa's ordinary shares (forming the majority of the consideration for its offer), as expressed in its response circular to shareholders ("Circular") published on 12 March 2019, in which the Board's views were stated:
· The Board considers Thalassa's ordinary shares to be unacceptably risky (including no guarantee that they will be bought back under Thalassa's share buy-back programme).
· LSR Shareholders accepting Thalassa's Offer will, in the Board's opinion, be exposed to risks associated with Thalassa's loss-making trading activity and its unfocused investment strategy.
· LSR Shareholders accepting Thalassa's Offer may find themselves holding Thalassa Ordinary Shares that Thalassa itself acknowledges may not be able to be traded on any exchange or market for quoted or listed securities.
· Thalassa is incorporated in the British Virgin Islands and its listing on the London Stock Exchange is a Standard Listing, meaning that LSR shareholders accepting Thalassa's Offer would lose many of the shareholder protections they currently enjoy through LSR's status as a UK company with a Premium Listing.
In addition, LSR shareholders should be aware that the basic cash element of Thalassa's offer consideration represents 14.6p per LSR ordinary share. LSR's current cash position equates to 27.9p per LSR ordinary share.
The Board therefore 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.
At the Company's General Meeting held on 5 April 2019, the resolution that, subject to Thalassa's offer lapsing or being withdrawn, the LSR Directors be authorised to take all such actions as they may consider necessary or appropriate to liquidate the Company and thus achieve the mandated outcome of the Company's investment policy was passed. The Board noted that, excluding the votes cast by Thalassa, 99.63% of the votes cast were in favour of the resolution. The LSR Board reiterates that, whilst the granting of an order to wind-up the Company is at the Court's discretion, on the basis of the advice which it has received (and in respect of which privilege is not waived), the Board considers that, in the circumstances described in the Circular, the prospects of the Court making a winding-up order are good. The Board further notes that Thalassa has not stated the reasons supporting its belief that the Board's plans would not succeed.
LSR shareholders should be aware that, as stated in Thalassa's offer document, should Thalassa's offer not become or be declared unconditional as to acceptances by 1.00 pm on 17 April 2019, LSR shareholders who have accepted Thalassa's offer may at that time withdraw their acceptances in accordance with paragraph 5 of Section C of Part 2 of Thalassa's offer document.
The Circular can be found on the Company's website at:
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.