TIDMTHAL TIDMLSR
RNS Number : 3265T
Thalassa Holdings Limited
19 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED,
DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED
STATES.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN
RELATION TO THE OFFER OR THE THALASSA CONSIDERATION SHARES SHOULD
BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT
AND THE PROSPECTUS EQUIVALENT DOCUMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
19 March 2019
Thalassa Holdings Ltd
("Thalassa", "THAL" or the "Company")
Statement regarding LSR's Response Circular
The Thalassa Board considers the circular posted by LSR on 12
March 2019 (the "Response Circular") as a feeble attempt by the LSR
Board to divert attention away from their own spectacular
failure.
ü THALASSA'S OFFER REPRESENTS A DELIVERABLE AND CERTAIN EXIT AT
AN ATTRACTIVE VALUE OF 35.7 PENCE PER OFFER SHARE
X THE THALASSA BOARD BELIEVES THAT THE LSR BOARD'S PROPOSAL DOES
NOT PRESENT A CREDIBLE ALTERNATIVE BECAUSE:
-- it lacks any substance and is expressed without any certainty
or binding commitment as to timing or value
-- it can only add further costs, to be borne by LSR
Shareholders, further eroding LSR's NAV
-- it will further extend the five and a half years that LSR
Shareholders have already waited for any return under LSR's
investment policy
LSR SHAREHOLDERS ARE INVITED TO ACCEPT THALASSA'S DELIVERABLE
OFFER AS SOON AS POSSIBLE. THE FIRST CLOSING DATE OF THE OFFER IS
1.00 p.m on 27 MARCH 2019.
Commenting on the Response Circular, Duncan Soukup, Chairman of
Thalassa, stated:
"I strongly urge the LSR Shareholders to consider our Offer on
its merits rather than listening to the weak and misleading
statements of a failed board that has only ever destroyed
shareholder value".
THALASSA IS OFFERING A CURRENT VALUE OF 35.7 PENCE PER LSR
SHARE, WHICH REPRESENTS NOT ONLY AN ATTRACTIVE PREMIUM TO THE
CURRENT LSR SHARE PRICE BUT ALSO A CERTAIN EXIT FROM A DISASTROUS
INVESTMENT.
"Our Offer provides LSR Shareholders with an attractive premium
to both the prevailing LSR share price as well as the company's
most recent (but now out of date) indication of a realisable NAV
per LSR Share"
The Thalassa Board strongly believes that the Response Circular
lacks substance. In particular, it provides no indication of how
much money could be returned to LSR Shareholders or, worryingly,
how much more of LSR Shareholders' money will be wasted pursuing
the LSR Board's uncertain strategy.
In contrast, the Thalassa Board believes that the Offer provides
a fair and viable exit opportunity for LSR Shareholders, the
benefits of which include:
- a certain return at an attractive value per share with cash
and clear upside potential through the Thalassa Consideration
Shares; and
- immediate value upon completion and for those LSR Shareholders
who decide not to hold the Thalassa Consideration Shares, the
opportunity to participate in a substantial and long-standing
buy-back programme.
Thalassa has bought back a total of approximately 8 million of
its own shares (at an average price of 70.54p per share) since the
programme's inception on 11 September 2014. Thalassa continues to
buy back its shares, which in the Thalassa Board's opinion,
provides a significant liquidity opportunity for Thalassa
shareholders, while at the same time enhancing shareholder
value.
Thalassa is indeed seeking to acquire control of LSR but through
an Offer which values LSR not only at a premium to LSR's cash but
which also provides the opportunity to benefit from the successful,
active management of the Thalassa Board.
LSR SHAREHOLDERS ARE INVITED TO ACCEPT THE CERTAIN AND
DELIVERABLE THALASSA OFFER AS SOON AS POSSIBLE. THE FIRST CLOSING
DATE OF THE OFFER IS 1.00 p.m. on 27 MARCH 2019
Capitalised terms in this announcement ("Announcement"), unless
otherwise defined, have the same meanings as set out in the Offer
Document. Copies of this Announcement, the Offer Document and the
Prospectus are available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Thalassa's website at https://thalassaholdingsltd.com/offer.htm up
to and including the Effective Date or by calling the Receiving
Agent, Link Asset Services on 0371 664 0321 or, if calling from
outside the UK, +44 (0)371 664 0321. The contents of Thalassa's
websites are not incorporated into, and do not form part of, this
Announcement
A more detailed response is set out below.
Enquiries:
Thalassa Holdings Ltd
---------------------
+33 (0) 6 78 63 26
Duncan Soukup (Executive Chairman) 89
---------------------
finnCap (Financial Adviser to Thalassa) +44 (0) 207 220 0500
---------------------
Henrik Persson
Marc Milmo
Max Bullen-Smith
---------------------
Thalassa's comments on the verbose, repetitive and vague
Response Circular
The LSR Board's counter proposal ("LSR Proposal") is, seemingly,
designed to create the belief that it offers greater certainty and
value than that offered by the Thalassa Offer.
The Thalassa Offer will deliver cash and shares into the hands
of LSR Shareholders, which combined have a current value of 35.7
pence per Offer Share, representing:
-- a premium of approximately 28.0 per cent to the Closing Price
of an LSR Share on the last practicable date; and
-- a premium of 27.5 per cent to the Closing Price of an LSR
Share on the last practicable date prior to the commencement of the
Offer Period.
In contrast:
The Response Circular does not quantify any potential return to
LSR Shareholders even if such a return was possible.
-- Previous references to a potential return under the MVL of
between 33p and 34.5p per share have been undermined by LSR's own
statements that acknowledge assets have continued to be sold at a
loss.
CURRENT NAV PER SHARE UNKNOWN, AND NO EVIDENCE THAT THIS IS NOT
STILL DECLINING
-- The LSR Board has not provided any update as to the cash they
might now return to LSR Shareholders, which strongly suggests in
the opinion of the Thalassa Board that the LSR Board acknowledges
that previously disclosed potential returns are no longer
viable.
THE LSR BOARD NEEDS TO TELL LSR SHAREHOLDERS THE TRUTH ABOUT THE
COMPANY'S NET ASSET VALUE PER SHARE
-- LSR would be exposed to as-yet unidentified transaction costs
associated with their proposed opaque liquidation strategy,
including potentially significant legal costs with regard to a
Court process, further eroding the cash available to return to LSR
Shareholders.
LSR BOARD STILL SPING SHAREHOLDERS' MONEY AS THOUGH IT GROWS ON
TREES
The Thalassa Board notes the chances of the Court approving a
petition to wind up LSR can only be assessed as "good". The
Thalassa Board views the fact that LSR cannot use a more reassuring
adjective as an acknowledgement that there is a continuing degree
of risk that such a petition would not be granted.
LSR BOARD'S BEST IDEA...SP MORE MONEY IN PURSUIT OF AN UNCERTAIN
OUTCOME
Thalassa reserves the right as an LSR Shareholder to oppose such
a petition and are seeking legal advice in that regard.
The Thalassa Board contends that LSR's track record is a case
study in how NOT to run a business. LSR Shareholders should
therefore be concerned that, should they not accept the Offer, they
will remain exposed to the ongoing mismanagement of LSR:
-- Between 2007 and 2018, LSR has written down its asset by, in
aggregate, GBP103.2 million.
ONE HUNDRED AND THREE MILLION POUNDS IN WRITE DOWNS
-- During the period 2007 to 2018, LSR generated in aggregate,
Gross Rental Income of GBP145.1million but generated an aggregate
NET AFTER TAX LOSS over the same period of GBP99.8million.
ALMOST ONE HUNDRED MILLION POUNDS IN AFTER TAX LOSSES
-- LSR's NAV per share has been destroyed from IPO in 2007 to 30
September 2018 the LSR NAV per share has collapsed by 79.6% from
164.9 pence per share to 33.6p pence per share.
SEVENTY NINE PERCENT DECLINE IN NAV PER SHARE SINCE IPO
The Thalassa Board believes that not only does the Offer provide
LSR Shareholders with an attractive value per Offer Share with a
certain cash component but also further investment returns
potential by way of the Thalassa Consideration Shares.
In the Response Circular, the LSR Board has failed to note
that:
-- The NAV per Thalassa Share has increased by approximately 305
per cent. since inception.
THALASSA'S PERFORMANCE SINCE INCEPTION - UP 305%
LSR'S PERFORMANCE SINCE INCEPTION - DOWN 79%
-- Over the six years of ownership of its investment in WGP, the
Thalassa Board will have generated a compound annual growth rate of
65.18 per cent.
COMPOUND ANNUAL GROWTH ON WGP INVESTMENT 65.18%
In addition, the Thalassa Board believes that the Response
Circular is asking LSR Shareholders to pursue a vague strategy that
provides LSR Shareholders with no comfort of deliverability, the
value that may be returned to an LSR Shareholder or the time they
may have to wait to receive such return.
The Thalassa Board contends that given past performance,
previously undisclosed relationships between the LSR Board and
Internos, and the absence of any binding undertaking to deliver
superior value to an LSR Shareholders, a LSR Shareholder should ask
itself the question whether it would be sensible to entrust the LSR
Board to deliver their alternative.
LSR'S QUESTIONABLE CORPORATE GOVERNANCE
Whilst LSR Shareholder value has been destroyed as set out
above, Internos Global Investors Limited ("Internos") has benefited
greatly:
-- Internos were awarded what, in the Thalassa Board's opinion,
was a highly lucrative Investment Management Contract, whose
conditional appointment was announced on 8 July 2013, peculiarly
just days prior to LSR Shareholders voting on 25 July 2013 to
liquidate the Company's assets.
-- By 30 September 2018, since their appointment, Internos have
been paid a total of approximately GBP5 million whilst during that
time, LSR Shareholders have received no cash returns.
INTERNOS PAID ALMOST FIVE MILLION POUNDS
LSR SHAREHOLDERS HAVE GOT NOTHING
INTERNOS GBP5,000,000 VERSUS LSR SHAREHOLDERS' GBP ZERO
-- During the period of Internos' tenure, LSR has written down
assets by GBP8.4 million and, notwithstanding these write downs,
recorded losses on disposals of GBP4.9 million. Total losses and
write downs during Internos' tenure amount to approximately
GBP13.4m, whilst long suffering LSR Shareholders received GBP
Zero.
LSR SHAREHOLDERS' REWARD FOR INTERNOS' COMPENSATION...
THIRTEEN MILLION POUNDS OF WRITEDOWNS AND LOSSES
OR
FOR EVERY GBP1 PAID TO INTERNOS, LSR SHAREHOLDERS HAVE BEEN
REWARDED WITH LOSSES AND WRITE DOWNS OF GBP2.69
And if LSR's losses weren't more than enough to disappoint its
shareholders, maybe LSR Shareholders should question why, given the
magnitude of the Internos contract, they were never fully informed
of the relationships between the members of the LSR Board and
Internos:
-- The July 2013 circular to LSR Shareholders noted that Mr Jos
Short, Chairman of Internos, and Mr Nicholas Vetch, a director of
LSR, was limited to Mr Short's service to the boards of Big Yellow
plc and Bluespace Holdings SARL. That document did not, however,
note the following:
o Mr Vetch was registered by the FCA as a "CF4 Partner" of
Internos from March 5th, 2008 to May 21st 2009 and a "CF30 Customer
Advisor" for Internos from March 5th 2008 to November 23rd
2010;
o both Messrs Short and Vetch were FCA-registered "CF4 Partners"
in Lowndes Partners LLP from March 4th, 2008 to January 14th, 2011
and from February 7th, 2007 to January 14th 2011 respectively;
and
o At the time of Big Yellow plc's (a company founded by Mr
Vetch) AIM IPO in May 2000, Mr Short was the managing director of
PRICOA Property Private Equity Limited, a subsidiary of the
Prudential Insurance Company of America, which had an aggregate
post-IPO shareholding in Big Yellow valued at GBP28.2m, including
GBP13.6m of new money invested in the IPO fundraise.
The Thalassa Board would question why, when such a lucrative
management contract was being awarded, would the LSR Board not make
FULL disclosure of all prior dealings?
The Thalassa Board therefore believes that not only have
Internos been well rewarded for destroying LSR Shareholder value,
but fees received by LSR's previous management teams have been, in
the Thalassa Board's opinion, exorbitant:
-- Over the course of their tenure, the LSR's two former
joint-CEO's received GBP2.6 million and GBP2.7 million in
compensation respectively, this included GBP772,000 of severance
pay to themselves and the former CFO... plus stock awards at the
time of grant, with a market value at award of approximately
GBP885,000, to each CEO.
Total executive compensation between 2007 and 2013, GBP5.5
million...for what?
-- During their tenure in LSR as a public company, the previous
joint CEOs and their board presided over cumulative net after tax
losses of GBP93.7 million.
GBP93 MILLION OF NET LOSSES
GBP5.5 MILLION OF EXECUTIVE COMPENSATION
GBP0 RETURN TO LSR SHAREHOLDERS
-- Furthermore, from admission in 2007 to 30 September 2018,
non-executive directors' fees amount to GBP1.1 million, of
which
Mr Miller has received GBP54,113
Mr East has received GBP271,731
Mr Vetch has received GBP343,691
Whilst the LSR Board has received significant sums for, in the
view of the Thalassa Board, value destruction, the Thalassa Board
has, in contrast, considered Thalassa Shareholders when
remunerating its executives:
-- Mr Soukup waived his director's and consultancy fees in the
first three years and until the Thalassa was operating
successfully
-- Mr Soukup's sale of his shares was sanctioned and approved by
the Thalassa Board, after consultation with Thalassa's largest
shareholder and the its AIM Nominated adviser. The transaction was
fully disclosed in the Thalassa's RNS on 8 January 2014
-- The most recent compensation received by Mr Soukup included a
discretionary bonus, awarded by the Thalassa Board, for the
successful sale of WGP reflecting the significant gain made on
disposal of this business and the fact that Mr Soukup and his team
did all the work...successfully!
-- The WGP transaction was sourced, negotiated and executed by
Mr Soukup and the Thalassa Board and whilst Thalassa incurred some
external legal fees, the majority of legal work and all commercial
negotiations were handled internally with the result that all
transaction fees, which the Thalassa Board contends usually run
from 5% to 10% or more of a transaction value for this type and
size, were minimised.
The Thalassa Board would also refute some of the ill-informed
representations make by LSR concerning the actions of the Thalassa
Board:
-- Mr Soukup purchased Eastleigh Court and Eastleigh Stables
only after the Thalassa Board had initially decided not to acquire
the properties and had also taken independent advice on the
matter.
-- All related party transactions have been fully disclosed to
the market and in circumstances where these related to Mr Soukup he
has recused himself and not voted on the transaction and nor did he
vote his shares or those of the THAL Discretionary Trust.
-- With regard to the Thalassa preference shares, the background
to their issue has again been fully disclosed and their issue was
undertaken by the Thalassa Board in the interests of all Thalassa
Shareholders. As has been set out in the Offer Document, should the
Offer be successfully concluded the Thalassa Preference Shares will
be cancelled.
THE THALASSA BOARD ALWAYS ACTS IN THE BEST INTEREST OF ITS
SHAREHOLDERS AND SEEKS TO GROW THE COMPANY'S ASSETS AND ENHANCE
SHAREHOLDER VALUE.
THE THALASSA OFFER IS THE ONLY CREDIBLE EXIT OPPORTUNITY FROM
THIS MESS FOR LSR SHAREHOLDERS
The Thalassa Board strongly believes that there is little
substance to the Response Circular. In particular, it provides no
indication of how much money could be returned to LSR Shareholders
or, worryingly, how much more of LSR Shareholders' money will be
spent by the weak and exposed LSR Board on pursuing a strategy it
has to date failed to deliver upon.
In contrast, the Thalassa Board believes that Thalassa's Offer
provides a far superior exit opportunity for LSR Shareholders, the
benefits of which include:
- a certain return at an attractive value per share with cash
and a clear upside potential through the Thalassa Considerations
Shares
- immediate value upon completion and for those LSR Shareholders
who decide not to hold the Thalassa Consideration Shares, the
opportunity to participate in a substantial and long-standing
buy-back programme
Thalassa has bought back a total of approximately 8 million of
Thalassa (at an average price of 70.54p per Thalassa Share) since
the programme's inception on 11 September 2014. Thalassa continues
to buy back its shares, thus providing significant liquidity
opportunity for shareholders, while at the same time substantially
enhancing shareholder value
Thalassa is indeed seeking to acquire control of LSR but through
an offer which values LSR not only a premium to LSR's cash but
which also provides the opportunity to benefit from the successful
active management of the Thalassa Board.
LSR SHAREHOLDERS ARE INVITED TO ACCEPT THE CERTAIN AND
DELIVERABLE THALASSA OFFER. THE FIRST CLOSING DATE OF THE OFFER IS
1.00 p.m. on 27 MARCH 2019
The Offer Document containing the full terms and conditions and
procedures for acceptance of the Offer and the related Form of
Acceptance (where applicable) was posted to LSR Shareholders on 6
March 2019.
Sources and assumptions
The relevant sources of information and bases of calculations
are provided in the order in which such information appears in this
Announcement. Where any such information is repeated above, the
underlying sources and bases are not repeated.
The references to the "Response Circular", and the information
commented upon therein, are based on the Response Circular posted
to Shareholders on 12 March 2019 by the Board of Directors of the
Local Shopping REIT Plc.
The references to the "Offer" and the information contained
therein are based on the Offer Document posted to Shareholders on 6
March 2019 by the Thalassa Board. References to "certainty" of the
Offer assume that the Offer is declared or becomes unconditional on
its terms.
The references to Thalassa's current Offer value of 35.7 pence
per Offer Share are based on a Closing Price of 81 pence per
Thalassa Ordinary Share on 18 March 2019.
References to the "five and a half years that LSR Shareholders
have waited for any return under the LSR investment policy" refers
both to LSR's investment policy, as announced via an RNS published
by LSR on 25 July 2013 following the publication of a shareholder
circular containing this new investment policy on 8 July 2013 and
no returns having been made to LSR Shareholders since this policy
was adopted.
The references made regarding Thalassa's share buy-back, refer
to the share buy-back programme commenced by Thalassa on 11
September 2014. The bases of calculations around the share buy-back
programme are taken from Thalassa's RNS publications from 13
February 2015 announcing any buy-backs concluded by Thalassa.
The references to a potential return under the MVL are based on
the publication of Circular and Notice of General Meeting posted to
LSR Shareholders on 16 November 2018.
The references to a potential return under the MVL having been
undermined by LSR's own statements that assets have continued to be
sold at a loss are based on announcements made by LSR since 11
October 2018 providing updates on their property disposals.
The references to LSR's poor track record of converting asset
valuations into cash without losses are based on the published LSR
annual report and accounts from 30 September 2007 to 30 September
2018.
The references to the aggregate asset write down of GBP103.2
million are calculated as the aggregate value of fair value
adjustments in LSR's assets as reported in LSR's annual report and
accounts from 30 September 2007 to 30 September 2018.
The references to LSR's Gross Rental Income of GBP145.1million
and Net After Tax loss of GBP99.8 million are calculated from an
aggregation of such figures published in LSR's annual report and
accounts from 30 September 2007 to 30 September 2018.
References to LSR's NAV per share having been destroyed from IPO
in 2007 to 30 September 2018 by 79.6%, (from 164.9 pence per share
to 33.6p pence per share), are based upon and calculated from LSR's
published NAV per share from its Prospectus on 2 May 2007 and LSR's
NAV per share as disclosed in its annual report and accounts dated
30 September 2018 respectively.
The references to the increase in the NAV per share of Thalassa
Holdings Ltd are based on the published net book values in the
audited financial statements of Thalassa for the years ended 31
December 2008 and 31 December 2018 respectively.
The reference to the 65% compound annual rate of return on
Thalassa's investment in WGP Group Limited, are based using a
compound annual growth rate calculation over 6 years from the
purchase price of WGP Group Limited being GBP806,612 as announced
in Thalassa's RNS dated 17 November 2011. A GBP:USD foreign
exchange rate of 1.58 on this date gives a USD purchase price of
$1,274,447. At a sale price of $20,000,000 as published in 31
December 2018, plus a $6,000,000 earnout (of which $1,200,000 has
been paid) and $4,800,000 is due by 11 September 2019, the CAGR is
based on the following calculation: ($26,000,000/$1,274,447)^(1/6)
= 65.18%.
The references to the Investment Management contract LSR awarded
to Internos Global investors Limited is taken from an announcement
made by LSR confirming their conditional appointment on 8 July
2013.
The references to LSR's payments to Internos, via their
Investment Management Contract, are based on the declarations of
such payments made in LSR's audited annual report and accounts for
the financial years ended 30 September 2013 to 30 September
2018.
References to LSR's asset write downs and recorded losses on
disposals for the period of 8 July 2013 to 30 September 2018 are
based on the declarations of such payments made in LSR's audited
annual report and accounts for the financial years ended 30
September 2013 to 30 September 2018, together with LSR's published
announcements regarding property sales made since 30 September
2018.
The calculation of every GBP1 paid to Internos LSR Shareholders
being rewarded with losses and write downs of 2.69 per LSR Share,
is calculated from the total losses and write downs during
Internos' tenure of GBP13.4million divided by Internos' total
payments of GBP4.974 million.
The references made regarding the lack of disclosure between the
relationships of certain members of the LSR Board and Internos are
based on the positions held by Mr. Vetch per FCA register reference
number NXV01051, Mr.Short per FCA register reference number
JOS01003.
The references made concerning Mr Short, whilst being a Managing
Director of PRICOA Property Private Equity Limited, a subsidiary of
the Prudential Insurance Company of America, holding in aggregate
GBP28.2 million in Big Yellow plc, a company founded by Mr Vetch,
prior to its admission to AIM in May 2000, are based on pages 8, 11
and 13 of Big Yellow plc's AIM Admission Document published in May
2000.
References made regarding the compensation of former LSR
Directors are based on remuneration disclosures made in LSR's
audited annual report and accounts for the financial years ended 30
September 2007 to 30 September 2013 and information from 2006 is
taken from the Company's Prospectus from 12 April 2007.
References made regarding the financial performance of LSR
during the tenure of certain former LSR Directors are based on the
figures stated in LSR's audited annual report and accounts for the
financial years ended 30 September 2007 to 30 September 2013.
References made regarding the waiver of compensation for Duncan
Soukup are based on remuneration disclosures made in Thalassa's
audited annual report and accounts for the financial years ended 31
December 2008 to 31 December 2010.
References made in regard to Thalassa's Related Party
Transactions are based on such disclosures given in Thalassa's
audited annual report and accounts for the financial year ended 31
December 2014.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 p.m. on the 10(th) Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) 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 City 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 p.m. 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 of
the City Code).
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 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
Pursuant to Rule 26 of the Code, a copy of this Announcement
will be available, subject to certain restrictions relating to
persons resident in, or subject to the laws and/or regulations, of
Restricted Jurisdictions, for inspection on the Thalassa's website
at www.thalassaholdingsltd.com/offer promptly and in any event by
no later than 12 noon (London time) on the business day following
the date of this Announcement. For the avoidance of doubt the
contents of Thalassa's website are not incorporated into, and do
not form part of, this Announcement.
Market Quotations
The Offer Document contained a clerical error in Paragraph 3 of
Part 4 insofar that it did not include the Closing Prices of LSR
and Thalassa Shares as at 1 February 2019 and 1 March 2019. This
information is set out below:
Local Shopping REIT plc
Date Price per LSR Share (Pence)
1 October 2018 30.90
----------------------------
1 November 2018 30.30
----------------------------
3 December 2018 31.30
----------------------------
1 January 2019 28.80
----------------------------
9 January 2019 27.60
----------------------------
1 February 2019 28.60
----------------------------
1 March 2019 27.50
----------------------------
5 March 2019 27.8
----------------------------
Thalassa
Date Price per Thalassa Share (Pence)
1 October 2018 94.50
---------------------------------
1 November 2018 88.50
---------------------------------
3 December 2018 87.00
---------------------------------
1 January 2019 82.50
---------------------------------
9 January 2019 82.50
---------------------------------
1 February 2019 70.00
---------------------------------
1 March 2019 76.50
---------------------------------
5 March 2019 81.5
---------------------------------
Dealings in relevant securities
Since the publication of the Offer Document, being 6 March 3019,
THAL has brought back a total of 74,000 Thalassa Shares at 80 pence
per Thalassa Share.
The following table sets out a summary of dealings during the
disclosure period in Thalassa Shares by WH Ireland. These dealings
are presented in aggregated form in accordance with Note 2 of Rule
24.4.
Date Trade Number of Thalassa Highest and lowest
Shares price paid (GBP)
7 March 2019 Buy 16,000 80.00
------- ------------------- -------------------
11 March 2019 Buy 12,000 80.00
------- ------------------- -------------------
12 March 2019 Buy 8,000 80.00
------- ------------------- -------------------
13 March 2019 Buy 12,000 80.00
------- ------------------- -------------------
14 March 2019 Buy 11,200 80.00
------- ------------------- -------------------
Rule 2.9 disclosure
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, the Company now has in issue 17,581,275 ordinary shares
carrying one vote each (excluding the 7,986,247 ordinary shares
held in Treasury) and admitted to the standard listing segment of
the Official List of the UK Listing Authority (the "Official List")
and to trading on London Stock Exchange plc's main market ("Main
Market") for listed securities. Furthermore, Thalassa has in issue
17,196,918 preference shares (each carrying 10 votes), and are not
admitted to trading on any exchange. The ISIN for the Thalassa
ordinary shares is VGG878801031.
Rule 27.2
For the purposes of Rule 27.2 of the Code:
(i) save as for Thalassa's views on the past performance and
conduct of Thalassa and LSR, sourced from publicly available
information, there have been no changes in information disclosed in
the Offer Document published by Thalassa in connection with the
Offer which are material in the context of that document; and
(ii) save as for certain further dealings in relevant securities
(being principally certain further buybacks of Thalassa Shares by
Thalassa), there have been no material changes to matters listed in
Rule 27.2(b) of the Code which have occurred since the publication
of the Offer Document.
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
RSPJLMBTMBABBTL
(END) Dow Jones Newswires
March 19, 2019 08:02 ET (12:02 GMT)
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