TIDMTHAL TIDMLSR
RNS Number : 5538M
Thalassa Holdings Limited
09 January 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL PROCEED OR AS TO ITS TERMS.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa", "THAL" or the "Company")
Possible Offer for The Local Shopping REIT plc
The Company notes the announcement by The Local Shopping REIT
plc ("LSR") on 12 December 2018 confirming the failure of proposals
including the members' voluntary liquidation of LSR ("MVL").
Thalassa did not support the MVL for reasons set out in previous
announcements, most recently on 10 December 2018. The Company's
view of the MVL proposal was that it included a number of
uncertainties for LSR shareholders including value erosion during
the liquidation process, uncertain transactional costs and an
open-ended timetable. By contrast, Thalassa believes that there
remains value in maintaining LSR as an investment vehicle with a
revitalised investment strategy under new management and a
materially reduced cost base.
The Company is mindful that certain LSR shareholders wish to
achieve an exit, in whole or in part, from their investment in LSR.
Accordingly, Thalassa is preparing an offer for the entire issued
and to be issued share capital of LSR not already owned by the
Company ("Possible Offer"). It is important to note that this is an
announcement of a "possible offer" pursuant to Rule 2.4 of the Code
and accordingly there can be no certainty that any offer for LSR
will be made by Thalassa or as to its terms.
In accordance with Rule 2.6(a) of the Code, Thalassa expects to
publish further detailed terms in relation to its Possible Offer on
or prior to 6 February 2019. Rule 2.6(a) of the Code requires that
Thalassa, by no later than 5.00 p.m. on 6 February 2019, being the
28th day following the date of this announcement, either announces
a firm intention to make an offer for LSR in accordance with Rule
2.7 of the Code or announces that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
only be extended with the consent of the Takeover Panel, in
accordance with Rule 2.6(c) of the Code.
Further announcements will be made in due course.
Enquiries:
Thalassa Holdings Ltd +33(0)6 78 63 26 89
Duncan Soukup
finnCap Ltd (Financial adviser to Thalassa) 0207 220 0500
Henrik Persson
Scott Mathieson
Max Bullen-Smith
WH Ireland Limited (Nominated Advisor
and Broker) 0207 220 1650
Chris Fielding
Important information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
finnCap or for providing advice in relation to the contents of this
announcement, or any other matters referred to in this
announcement.
Disclosure requirements of 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 disclose 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.
Rule 2.9
In accordance with Rule 2.9 of the Code, as at the close of
business of 8 January 2019, Thalassa confirms that it has in issue
17,852,275 ordinary shares carrying one vote each (excluding
7,715,247 ordinary shares held in treasury) and admitted to trading
on AIM. Furthermore, Thalassa has in issue 17,529,076 preference
shares (each carrying 10 votes) and are not admitted to trading on
any exchange. The International Securities Identification Number
for Thalassa's Ordinary Shares is VGG878801031.
Rule 26.1
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
www.thalassaholdingsltd.com. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Investors should note the further disclosures required by the
Code set out below, and in particular, that disclosures are
required by holders (whether directly or indirectly) of more than 1
per cent. of Thalassa's issued share capital.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
January 09, 2019 02:00 ET (07:00 GMT)
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