THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
The Local Shopping REIT plc (the "Company" or "LSR")
Tender Offer for up to 61,484,576 LSR Shares ("Tender Offer")
13 September 2019
The board of The Local Shopping REIT plc (the "Board" or the "LSR Directors") notes that at 1.00 p.m. on 12 September 2019, the Closing Date for the Tender Offer, valid tenders had been received in respect of 59,177,398 LSR Shares, representing 71.73 per cent of the issued ordinary share capital of the Company (excluding LSR Shares held in treasury) and 96.25 per cent of the LSR Shares in issue (excluding LSR Shares held in treasury and LSR Shares held by Thalassa).
The Acceptance Condition for the Tender Offer set out in the circular to LSR Shareholders dated 25 July 2019 (the "Circular") has therefore been satisfied and the Tender Offer will now proceed in accordance with the timetable set out in the Circular. It is anticipated that the LSR Shares tendered pursuant to the Tender Offer will be purchased and cancelled on Monday, 16 September 2019, at which time Thalassa will be interested in 90.11 per cent. of the issued share capital of the Company (excluding shares held in treasury). LSR Shareholders can expect to receive the proceeds from the sale of the LSR Shares they have tendered, at 31.33p per LSR Share, by 30 September 2019.
The Tender Offer remains open for acceptances for a further 14 calendar days from the Closing Date to enable LSR Shareholders who have not yet tendered their LSR Shares in the Tender Offer to do so if they wish. In order to do so, LSR Shareholders must lodge their completed Tender Forms with the Company's receiving agent, Equiniti Limited, or submit their instructions via CREST, prior to 1.00 p.m. on Thursday, 26 September 2019. The Board urges LSR Shareholders who have not yet tendered their LSR Shares under the Tender Offer to read the Circular carefully. The Circular provides information on the background to, and reasons for, the Board's proposals, and explains why the Board considers those proposals to be in the best interests of the Company and LSR Shareholders as a whole.
As Thalassa will be interested in more than 75 per cent. of the issued share capital of the capital following the purchase and cancellation of the LSR Shares tendered pursuant to the Tender Offer, the Board advises LSR Shareholders who have not yet tendered their LSR Shares in the Tender Offer to consider carefully paragraph 6 of Part 2 of the Circular which states as follows:
"Accordingly, Thalassa's intentions with regard to the continued listing of LSR on the Main Market is dependent on the level of take-up pursuant to the Tender Offer. At this stage, Thalassa's preference would be to retain LSR's listing.
Accordingly, if, as a result of valid tenders of LSR Shares in the Tender Offer by LSR Shareholders, Thalassa's aggregate shareholding upon completion of the Tender Offer would be in excess of 75 per cent. of the entire issued share capital of LSR, Thalassa would consider undertaking a corporate action or re-organisation such LSR continues to be able to meet the "shares in public hands" eligibility requirement under the Listing Rules. In the meantime, Thalassa would seek to ensure that LSR continues to comply with its other continuing obligations under the Listing Rules as a premium-listed closed-ended investment company. In these circumstances, Thalassa also intends that LSR would retain its REIT status.
Only should it not be viable or practicable to maintain the listing of LSR Shares subsequent to the Tender Offer would Thalassa procure that LSR seeks cancellation of trading of LSR Shares on the Main Market.
In the event that, following the Tender Offer, Thalassa is interested in excess of 75 per cent. of the entire issued share capital of LSR, is unable to complete a corporate action or re-organisation referred to above and wishes to cancel the continued listing of the LSR Shares, Thalassa will, in such circumstances, comply with Listing Rule 5.2.5 and send a circular to LSR Shareholders seeking the approval of the remaining LSR Shareholders for such a resolution to cancel the listing. In such case, Thalassa may also seek to re-register LSR as a private company.
Delisting of the LSR Shares and the re-registration of LSR as a private limited company would significantly reduce the liquidity and marketability of any LSR Shares which are tendered in the Tender Offer. Any remaining LSR Shareholders would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their LSR Shares. There can be no certainty that LSR would pay any dividends or make other distributions or that such minority LSR Shareholders would again be offered an opportunity to sell their LSR Shares on terms which are equivalent to or no less advantageous than those under the Tender Offer."
In addition, the Board advises LSR Shareholders who have not yet tendered their LSR Shares in the Tender Offer to consider carefully the content of Part 6 of the Circular, headed "Risk Factors", which can be found on page 43 of the Circular. LSR Shareholders should pay special attention to risk factors 2 to 4 on pages 43 and 44.
The attention of LSR Shareholders is also drawn to paragraph 14 of Part 2 of the Circular which states as follows:
"The Directors, who have been so advised by BDO LLP as to the financial terms of the Tender Offer, consider the terms of the Tender Offer to be fair and reasonable. In providing advice to the Directors, BDO LLP has taken into account the commercial assessments of the Directors. Accordingly, the Directors unanimously recommend that LSR Shareholders tender, or procure the tender, of their LSR Shares in the Tender Offer, as all of the Directors intend to do, or procure to be done, in respect of their own beneficial holdings (or those of their close relatives and related trusts) of 3,466,564 LSR Shares, in aggregate, representing approximately 4.20 per cent. of the issued ordinary share capital of LSR (excluding any shares held in treasury) as at the Latest Practicable Date.
Notwithstanding the Directors' recommendation above, LSR Shareholders should only make a decision as to whether to tender all or any of their LSR Shares based on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position and are recommended to seek advice from their duly authorised independent advisers."
Save where otherwise defined herein, capitalised terms and expressions used in this announcement have the meanings given to them in the Circular.
The Local Shopping REIT plc
William A Heaney
020 7355 8800
BDO LLP (Independent Rule 3 Adviser to the Company)
020 7486 5888
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.
This announcement contains statements that are or may be forward-looking with respect to the financial condition, results of operations and businesses and achievements of the Company. These statements can be identified by the use of forward-looking terminology such as "believe", "anticipate", "expect", "prospect", "estimated", "should", "may" or the negative thereof, or other variations thereof, or comparable terminology indicating expectations or beliefs concerning future events. These forward-looking statements include risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could or may cause actual results, achievements or developments to differ materially from those expressed or implied by such forward-looking statements. The Company assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent required by law or regulation. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Unless expressly stated to the contrary in this announcement, no statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings for the Company or earnings per LSR Share, as appropriate, for the current or further financial years would necessarily match or exceed the historical published earnings for the Company or earnings per LSR Share.