Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa", "THAL" or the "Company")
LSR Announcement
Thalassa acknowledge the announcement put out by The Local Shopping REIT plc ("LSR") today, in respect of the Tender Offer and Notice of General Meeting. The full text of which can be seen below.
Enquiries: |
|
Thalassa Holdings Ltd |
|
Duncan Soukup (Executive Chairman) |
+33 (0)6 78 63 26 89 |
WH Ireland Limited (Financial Adviser) |
+44 (0)207 220 1650 |
Chris Fielding, Managing Director, Corporate Finance |
|
www.thalassaholdingsltd.com
Note to Editors:
Thalassa Holdings Ltd, incorporated and registered in the BVI, is a holding company with various interests across a number of industries.
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
25 July 2019
The Local Shopping REIT plc ("LSR" or the "Company")
Tender Offer for up to 61,484,576 LSR Shares
and
Notice of General Meeting
Further to the Company's announcement on 18 June 2019, LSR is today posting a circular to its shareholders (the "Circular") containing full details of the proposed tender offer and capital reduction (required in order to create the distributable reserves necessary to implement the tender offer) (the "Proposals") and a notice of General Meeting to be convened for 10.00 a.m. on 20 August 2019. The Circular is also today being published on the Company's website, details of which are set out below. A Proxy Form and Tender Form for use by LSR Shareholders who hold their LSR Shares in certificated form in connection with the General Meeting and Tender Offer, respectively, are also being despatched with the Circular.
The Proposals are conditional upon, amongst other things, the passing of the Resolutions at the General Meeting by the requisite majorities and the confirmation of the Capital Reduction by the Court.
Tender Offer
It is proposed that up to 61,484,576 LSR Shares (representing approximately 74.52 per cent. of the issued ordinary share capital of LSR (excluding shares held in treasury) at the Latest Practicable Date) be purchased under the Tender Offer, for a maximum aggregate cash consideration at the Tender Price of approximately £19.263 million, payable from the Company's existing cash resources.
All Qualifying Shareholders who are on the Register at the close of business on the Record Date will be entitled, but not required, to tender some or all of their LSR Shares at the Tender Price of 31.33 pence per LSR Share, representing the net asset value per LSR Share set out in the Company unaudited consolidated interim results for the six months ended 31 March 2019 published on 20 June 2019.
The Board considers that the benefits of the Tender Offer are that it will:
• provide all LSR Shareholders (other than Thalassa Holdings Ltd ("Thalassa"), which has undertaken not to participate in the Tender Offer) who wish to sell their LSR Shares with the opportunity to achieve a full cash exit at the NAV per LSR Share set out in the unaudited consolidated interim accounts of the Company for the six months ended 31 March 2019 published on 20 June 2019, being 31.33 pence per LSR Share by participating in the Tender Offer; and
• enable LSR Shareholders, including Thalassa, who do not wish to receive capital at this time to maintain their investment in the Company, notwithstanding the risks associated with doing so as referred to in Part 6 (Risk Factors) of the Circular.
The Tender Offer is conditional on the passing of the Resolutions at the General Meeting, by the requisite majorities and the satisfaction of the other Conditions (including the Acceptance Condition).
In order to be satisfied the Acceptance Condition requires the receipt of valid tenders in respect of at least 40,463,301 LSR Shares (representing approximately 49.04 per cent. of the issued ordinary share capital of the Company (excluding shares held in treasury) as at the Latest Practicable Date and 65.81 per cent. of the issued ordinary share capital of the Company (excluding any LSR Shares held by Thalassa and shares held in treasury) as at the Latest Practicable Date) by 1.00 p.m. on the Closing Date, so that Thalassa will exercise more than 50 per cent. of the voting rights in the Company following completion of the Tender Offer and the cancellation of the LSR Shares repurchased thereunder.
LSR Shareholders should note that, if the Proposals are approved by LSR Shareholders at the General Meeting and the Acceptance Condition is satisfied, Thalassa would obtain statutory control of LSR and the Directors will tender their resignations.
The Tender Offer will open on 25 July 2019 (unless such date is altered) and will close at 1.00 p.m. on 12 September 2019 (unless the Closing Date is extended). If the Acceptance Condition is satisfied, the Tender Offer will remain open for acceptance for at least 14 calendar days from the date on which it would otherwise have expired to allow LSR Shareholders who have not tendered their LSR Shares in the Tender Offer at such time to do so if they so wish.
The Tender Offer will be effected by Arden Partners plc ("Arden") (acting as principal and not as agent, nominee or trustee). Arden, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such LSR Shares it acquires at the Tender Price under an option agreement (the "Option Agreement"), details of which are summarised in the Circular. All LSR Shares purchased pursuant to the Tender Offer will be cancelled. The Company will fund the purchase of the LSR Shares tendered in the Tender Offer from its existing cash resources.
LSR Shareholders are strongly encouraged to read the Circular in its entirety and, in particular, the risk factors relating to the Proposals and participating in, or not participating in, the Tender Offer set out in Part 6 (Risk Factors) of the Circular.
Capital Reduction
At present, the Company does not have sufficient distributable reserves to implement the Tender Offer. Accordingly, the approval of LSR Shareholders is being sought at the General Meeting to effect a reduction of the Company's share capital. The Capital Reduction is conditional upon, amongst other things, LSR Shareholders passing the Capital Reduction Resolution by the requisite majority, being at least 75 per cent. of LSR Shares voted voting in favour, at the General Meeting.
General Meeting
Implementation of the Proposals requires the approval of certain matters by LSR Shareholders at the General Meeting. Accordingly, the Circular also contains a notice convening the General Meeting to be held at the offices of Eversheds Sutherland (International) LLP at One Wood Street, London EC2V 7WS at 10.00 a.m. on 20 August 2019.
EXPECTED TIMETABLE
Publication of the Circular |
25 July 2019 |
Tender Offer opens (subject to the passing at the General Meeting of the Resolutions and confirmation by the Court of the Capital Reduction) |
25 July 2019 |
Latest time and date for receipt of Forms of Proxy for the General Meeting |
10.00 a.m. on 16 August 2019 |
General Meeting(1) |
10.00 a.m. on 20 August 2019 |
Expected date of initial directions hearing of the Court |
29 August 2019 |
Expected date of Court Hearing to confirm the Capital Reduction(2) |
10 September 2019 |
Expected date for registration of Court Order and Effective Date for the Capital Reduction(2) |
11 September 2019 |
Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered certificated LSR Shares (i.e. close of Tender Offer) |
1.00 p.m. on 12 September 2019 |
Latest time and date for settlement of TTE Instructions for tendered uncertificated LSR Shares (i.e. close of Tender Offer) |
1.00 p.m. on 12 September 2019 |
Closing Date(3) |
1.00 p.m. on 12 September 2019 |
Record Date for Tender Offer |
close of business on 12 September 2019 |
Announcement of the results and take up level under the Tender offer |
7.30 a.m. on 13 September 2019 |
Unconditional Date for the Tender Offer and purchase of LSR Shares under the Tender Offer |
16 September 2019 |
CREST accounts credited with unsuccessfully tendered uncertificated LSR Shares |
by 17 September 2019 |
CREST accounts credited in respect of Tender Offer proceeds for uncertificated LSR Shares(4) |
by 30 September 2019 |
Cheques despatched in respect of Tender Offer proceeds for certificated LSR Shares(4) |
by 30 September 2019 |
Despatch of balance share certificates (reflecting the revised nominal value of the LSR Shares following the Capital Reduction) in respect of LSR Shares in certificated form which are unsuccessfully tendered |
by 30 September 2019 |
Notes
1. The timetable assumes that there is no adjournment of the General Meeting or extension(s) of the Closing Date. If there is an adjournment of the General Meeting or extension(s) of the Closing Date, all subsequent dates are likely to be later than those shown.
2. The expected dates for the confirmation of the Capital Reduction by the Court and the Capital Reduction becoming effective are based on provisional dates that have been obtained for the required Court hearings of the Company's application.
3. This date may be extended in accordance with the terms and conditions of the Tender Offer set out in the Circular. If the Acceptance Condition is satisfied, the Tender Offer will remain open for acceptance for at least 14 calendar days from the date on which it would otherwise have expired to allow LSR Shareholders who have not tendered their LSR Shares in the Tender Offer at such time to do so if they wish.
4. Subject to and following the Tender Offer becoming unconditional, settlement of the consideration to which any Qualifying Shareholder is entitled will be made (i) in the case of acceptances of the Tender Offer received, valid and complete in all respects, by the Unconditional Date, within 14 days of the Unconditional Date; or (ii) in the case of acceptances of the Tender Offer received, valid and complete in all respects, after such date but while the Tender Offer remains open for acceptance as referred to in Note 3 above, within 14 days of the date on which the 14 calendar day period referred to in Note 3 above expires.
5. References in this announcement are to London times unless otherwise stated.
6. If any of the above times and/or dates change, the revised times and/or dates will be notified to LSR Shareholders by an announcement through a Regulatory Information Service of the London Stock Exchange.
Recommendation
The Board believes that, in view of the Irrevocable Undertaking entered into by Thalassa and the support it has expressed for them, the Proposals represent the best route available for achieving the Company's mandated investment policy and providing a full cash return to LSR Shareholders in the near term.
If the Proposals do not proceed for any reason, LSR Shareholders will not receive the Tender Price for each of their LSR Shares and will not be able to achieve an exit at that stage from their investments in the Company. In such a situation, the Directors will consider alternative strategies for returning cash to LSR Shareholders, including by means of a members' voluntary liquidation, which Thalassa has committed to support in the event that the Tender Offer does not proceed by virtue of failure to satisfy the Acceptance Condition.
The Board considers the Proposals, including the Resolutions, to be in the best interests of LSR Shareholders as a whole. Accordingly, the Board unanimously recommends that LSR Shareholders vote, or procure the vote, in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do, or procure to be done, in respect of their respective individual beneficial holdings (or those of their close relatives and related trusts) of, in aggregate, 3,466,564 LSR Shares, 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.
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.
If you are in any doubt about the contents of this announcement or the Circular or the action you should take, you should immediately seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Circular.
Enquiries:
The Local Shopping REIT plc
William A Heaney
Company Secretary
020 7355 8800
BDO LLP (Independent Rule 3 Adviser to the Company)
John Stephan
Susan Jarram
020 7486 5888
Important Notices
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 proposed Tender Offer and Capital Reduction 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 Tender Offer and Capital Reduction or any other matter referred to in this announcement.
Arden Partners plc ("Arden") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as corporate broker to the Company and no-one else in connection with the proposed Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Arden or for providing advice in connection with the proposed Tender 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 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.
Forward-looking statements
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group and its operations and results of operations. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), the Company is not under any obligation and the Company expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Notice for US shareholders
The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This announcement and the Circular have been prepared in accordance with UK style and practice for the purpose of complying with English law and the Listing Rules, and US Shareholders should read this entire announcement and the Circular, including Part 4 (Details of the Tender Offer) of the Circular. The financial information relating to the Company incorporated by reference in the Circular, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.
The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(d) under the US Exchange Act. US Shareholders should note that the LSR Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Tender Offer by a LSR Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each LSR Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any LSR Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Arden or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, LSR Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of LSR Shares effected by Arden acting as market maker in the LSR Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to LSR Shareholders in the United States, the right to tender LSR Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such LSR Shares would not be in compliance with the laws of such jurisdiction.
Neither this announcement nor the Circular has been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement or the Circular. Any representation to the contrary is a criminal offence in the United States.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.
No forecasts or estimates
No statement in this announcement is intended as a profit forecast, estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for the Company for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings or earnings per share for the Company.
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.
