Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa", "THAL" or the "Company")
The Local Shopping REIT plc - General Meeting 12 December 2018
Thalassa notes with significant surprise the announcement of 7 December 2018 (the "Announcement") by The Local Shopping REIT plc ("LSR") with regard to proposals including (amongst other things) a Members' Voluntary Liquidation of LSR (the "MVL").
The board of Thalassa confirms that it has voted against the proposals regarding the MVL and is not supportive of such a strategy.
Thalassa strongly urges LSR to engage openly with its shareholders with regard to establishing a credible and compelling forward plan instead of indulging itself in issuing misleading public statements.
Contrary to LSR's assertion in this regard, Thalassa was not meaningfully consulted by LSR with regard to the MVL. LSR announced on 31 October 2018 that it had "concluded that the optimum route for achieving this [returning value to shareholders] is likely to be by way of a Members' Voluntary Liquidation" within 24 hours of a brief meeting with Thalassa representatives and before Thalassa had reasonable opportunity to properly consider or express its views to LSR. The circular to LSR shareholders regarding the MVL (the "Circular") was published and posted to shareholders on 16 November 2018 without any further approach to Thalassa by LSR.
Thalassa believes that it would have been right and proper to await the views and seek the support of LSR's largest shareholder before proposing a course of action as fundamental as a liquidation that LSR's board acknowledge could not succeed without its support, not least in order to spare the considerable costs referred to by LSR in preparing an unworkable proposal. That "alternative strategies" are being considered "in the event that the Resolution does not pass" further highlights that LSR had already contemplated that Thalassa would not be supportive of the MVL.
In this light, Thalassa is concerned that LSR, which expressed in its announcement a concern regarding having unnecessarily incurred considerable costs, is continuing to incur unnecessary costs by leaving arrangements for the general meeting unchanged notwithstanding that the MVL cannot in the circumstances proceed.
Importantly, Thalassa had previously informed representatives of LSR that Thalassa was not in a position to be drawn on any matter (including future strategic direction) until it had had reasonable opportunity to assess LSR's audited financial results for the year ended 30 September 2018. Thalassa notes that LSR intends to publish its audited final results for the year ended 30 September 2018 on 10 December 2018, being the latest date for receipt of proxy instructions in respect of the MVL and only two days prior to the date of the general meeting itself. LSR shareholders will, therefore, have an unreasonably short period of time in which to assess these results before the general meeting.
Thalassa finds it deeply concerning that, in practical terms, shareholders are being asked to conclude on committing to a voluntary liquidation of LSR without fully understanding the financial performance and position of LSR. Instead, LSR shareholders have been presented in the Circular with an indication of a potential return over a vague time frame, which is stated as "based on unaudited estimated values, should only be taken as an indicative value … and [on which] no reliance should be placed".
Thalassa has been, and continue to be, disappointed in the performance and conduct of LSR and its board.
Investor Enquiries:
Thalassa Holdings Ltd
Duncan Soukup, Chairman +33 (0)6 78 63 26 89
WH Ireland Limited (Nominated Adviser and Broker)
Chris Fielding, Managing Director, Corporate Finance +44 (0)207 220 1650
www.thalassaholdingsltd.com
Note to Editors:
Thalassa Holdings Ltd, incorporated and registered in the BVI and quoted on AIM, is a holding company with various interests across a number of industries.
