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: LSR Shareholders' Ability to Withdraw Acceptances
17 April 2019
The board of The Local Shopping REIT plc (the "Board") reminds shareholders that, from 1.00 pm (London time) today, any shareholder who has accepted the offer from Thalassa Holdings Ltd ("Thalassa") and who wishes to withdraw that acceptance will be entitled to do so.
Under Rule 34 of the Takeover Code, an accepting shareholder is entitled to withdraw his or her acceptance from the date which is 21 days after the first closing date of the initial offer, if the offer has not by such date become, or been declared, unconditional as to acceptances. Thalassa has to date failed to secure sufficient acceptances so as to be able to declare its offer unconditional as to acceptances. Accordingly, LSR shareholders who have previously accepted Thalassa's offer may withdraw their acceptances from 1.00 pm (London time) today.
Your Board believes that the level of acceptances at the first closing date for Thalassa's offer, announced by Thalassa on 28 March 2019, and the low volume of further acceptances at the second closing date, announced by Thalassa on 11 April 2019, is strong evidence to support its view that it is now highly unlikely that Thalassa will achieve sufficient acceptances to declare its offer unconditional as to acceptances. Your Board continues to believe that the most effective means for LSR shareholders to obtain the full cash return to which they are entitled is for the Board to pursue the liquidation of the Company, as mandated by LSR shareholders at the General Meeting held on 5 April 2019, including petitioning the Court for a just and equitable winding up.
The Board therefore strongly recommends accepting shareholders to reconsider their decision to accept Thalassa's offer and urges them to now withdraw their acceptances.
Withdrawal of Acceptances by LSR shareholders holding via share certificates
LSR shareholders who hold their shares in certificated form and who have accepted Thalassa's offer but now wish to withdraw their acceptances can do so by submitting a duly executed written notice (as defined in paragraph 5(e) of Section C of Part 2 of Thalassa's offer document) by post or by hand (during normal business hours only) to the receiving agent in respect of Thalassa's offer, Link Asset Services, in accordance with the procedure set out in paragraph 5(b) of Section C of Part 2 of Thalassa's offer document.
Forms of withdrawal notice for use by LSR shareholders who hold their shares in certificated form to withdraw their acceptances of Thalassa's offer are available, on request, by telephoning the LSR Shareholder Helpline on 0800 014 8163 from within the UK or +44 (0)207 920 9700 if calling 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). If you call the Shareholder Helpline outside these hours and leave your telephone number, your call will be returned when the Helpline re-opens. 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. The LSR Shareholder Helpline cannot provide financial, legal or tax advice and calls may be recorded and randomly monitored for security and training purposes.
Withdrawal of Acceptances by Shareholders Holding via CREST
LSR shareholders who hold their shares through CREST (i.e. in uncertificated form), and who have accepted Thalassa's offer but now wish to withdraw their acceptances can do so through CREST by sending (or, if a CREST sponsored member, procuring that their CREST sponsor sends) an ESA instruction in CREST in accordance with the procedure set out in paragraph 5(F) of Section C of Part 2 of Thalassa's offer document. LSR Shareholders who have queries regarding this procedure should telephone the LSR Shareholder Helpline on one of the numbers set out above.
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.
LSR shareholders should also 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 who have so far ignored Thalassa's offer continue to do so, and those LSR shareholders who have previously accepted Thalassa's offer to withdraw their acceptance in one of the ways set out above.
The Circular and Thalassa's offer document 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
LSR Shareholder Helpline
0800 014 8163 (within the UK)
+44 (0)207 920 9700 (outside the UK)
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.