TIDMLSR TIDMTHAL
RNS Number : 6594M
Local Shopping REIT (The) PLC
09 January 2019
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.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION
WHETHER UNDER RULE 2.7 OF THE TAKEOVER CODE OR OTHERWISE AND THERE
CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED.
FOR IMMEDIATE RELEASE.
9 January 2019
The Local Shopping REIT plc (the "Company")
Possible Offer for the Company by Thalassa Holdings Ltd
The Board of The Local Shopping REIT plc notes the announcement
by Thalassa Holdings Ltd ("Thalassa") dated 9 January 2019 that it
is preparing an offer for the entire issued and to be issued share
capital of the Company not already owned by Thalassa ("Possible
Offer").
The Board further notes Thalassa's statement that this is to be
treated as a "possible offer" pursuant to Rule 2.4 of the Takeover
Code and that, accordingly, there can be no certainty that any
offer for the Company will be made by Thalassa or as to its
terms.
The Board recommends that shareholders take no action until
Thalassa has published the detailed terms in relation to the
Possible Offer and the Board has had an opportunity to comment on
these or the relevant time period referred to in Thalassa's
announcement, and below, has expired.
As stated in its announcement following the general meeting of
the Company on 12 December 2018, the Board has been consulting with
shareholders regarding the best means of enhancing and distributing
value (other than the Members' Voluntary Liquidation, the
resolution for which was blocked by Thalassa at the general
meeting). The Board continues to welcome shareholders' expressions
of opinion in this regard.
Further announcements will be made in due course, as
appropriate.
In accordance with Rule 2.6(a) of the Code, Thalassa must, by
not later than 5.00 p.m. on 6 February 2018. either announce a firm
intention to make an offer for the Company in accordance with Rule
2.7 of the Code or announce 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 can
be extended by the Board of the Company with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code and will
cease to apply in circumstances set out in Rule 2.6(b) of the
Code.
As a consequence of Thalassa's announcement, an offer period has
now commenced in respect of the Company in accordance with the
rules of the Code and the attention of shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
Enquiries:
William A Heaney
Company Secretary
020 7355 8800
Important Notices
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.
Rule 2.9
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at the close of business on 8 January 2019 (being the
latest practicable date prior to the date of this announcement), it
had in issue 82,505,853 ordinary shares of 20 pence each (excluding
9,164,017 ordinary shares held in treasury). The International
Securities Identification Number (ISIN) for the ordinary shares is
GB00B1VS7G47.
Rule 26.1
In accordance with Rule 26.1 of the Code, 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. 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 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
OFDZKLFBKFFZBBF
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January 09, 2019 09:53 ET (14:53 GMT)
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