TIDMTHAL TIDMLSR
RNS Number : 7570U
Thalassa Holdings Limited
02 April 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 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
2 April 2019
Thalassa Holdings Ltd
("Thalassa" or the "Company")
Legal opinion on the LSR Board's proposal
Thalassa announces that it has submitted its form of proxy and
voted against the Ordinary Resolution to be tabled at the General
Meeting of LSR on 5 April 2019.
LSR Shareholders are invited to accept the Offer as soon as
possible. The Offer remains open for acceptance until 10 April
2019.
The Thalassa Board believes LSR Shareholders are being misled by
the LSR Board as to the deliverability of a just and equitable
winding up of LSR.
Expert advice on the LSR Board proposal
Thalassa has received written advice on the merits of the
winding up petition being proposed by the LSR Board from a leading
Queen's Counsel ("QC"). The Board of Thalassa confirms that
privilege is not waived in respect of the QC's opinion.
The Thalassa Board is confident, on the basis of the QC's
opinion, that the prospect of a court making a winding up order in
this case is remote. Furthermore, should the LSR Board seek to
pursue such a petition, on the basis of the QC's opinion it has
received, the Thalassa Board believes that the court could well not
only dismiss it but also order the LSR Board to pay the costs
personally.
Unfortunately, given the LSR Board's recent actions, it comes as
no surprise to the Thalassa Board that the LSR Board has sought to
make, in the opinion of the Thalassa Board, misleading
representations with regards to the viability of its proposal and
to portray it as a positive binary alternative to the Offer, which
it is not. As previously stated, the Thalassa Board reserves the
right, if necessary, to take legal action to oppose any petitions
made by the LSR Board with regard to its proposal. This resolve has
been hardened by the receipt of the QC's opinion and therefore
should the LSR Board attempt to seek a winding up petition,
Thalassa will challenge such a petition.
The Thalassa Board reiterates that its Offer represents a
deliverable and certain exit for LSR Shareholders. The proposal put
forward by LSR does not have any comparable certainty of delivering
a compelling return to long-suffering LSR Shareholders. LSR
Shareholders are not precluded from accepting the Offer even if
they have submitted their voting intentions in relation to the LSR
General Meeting. The Offer presents a degree of certainty of return
that the LSR Board's proposal does not.
Setting the record straight
The Thalassa Board contends that the LSR Board has failed to
recognise Thalassa's attempts to engage constructively with the LSR
Board with regards to a capital return.
Thalassa has previously sought to engage with the LSR Board to
explore means to ensure an attractive and equitable return of
capital to all LSR Shareholders. At a meeting held on 21 September
2018 between Stephen East, LSR's Chairman and Duncan Soukup,
Thalassa's Chairman, Mr Soukup clearly explained that Thalassa was
not against a defined strategy to return capital to LSR
Shareholders via a controlled and defined buy-back programme or
tender, which not only specified quantum and price, to reflect the
reality of LSR'S NAV, but which also treated all shareholders
equally and fairly. Such a strategy would not have involved a
costly and risky liquidation process. The LSR Board never responded
to this. The Thalassa Board is at a loss to understand why the LSR
Board persists in following a path of value destruction when a bona
fide Offer has been made to LSR Shareholders.
The Thalassa Board is incredulous that the LSR Board appears
unable to accept that Thalassa is not the cause of LSR's problems;
it is instead, in the opinion of the Thalassa Board, a result of
the LSR Board's own failed investment strategy and a flagrant
disregard for LSR Shareholders in signing up to excessive
management and administrative costs with a declining asset base.
These decisions have, the Thalassa Board contends, only served to
destroy shareholder value.
The Offer Document
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.
Capitalised terms in this announcement (the "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 will be 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. The contents of these websites
are not incorporated into, and do not form part of, this
Announcement.
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
---------------------
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 those websites are not incorporated into, and do not
form part of, this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, the Company now has in issue 17,550,275 ordinary shares
carrying one vote each (excluding the 8,017,247 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
17,155,804 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 (to which the sources and bases of information are set
out in Thalassa's announcement of 19 March 2019), 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
MSCUGUWACUPBGRG
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April 02, 2019 02:01 ET (06:01 GMT)
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