TIDMTHAL TIDMLSR
RNS Number : 3583V
Thalassa Holdings Limited
08 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 THE PROSPECTUS EQUIVALENT DOCUMENT.
FOR IMMEDIATE RELEASE
[8] April 2019
Thalassa Holdings Ltd
("Thalassa", "THAL" or the "Company")
Result of LSR General Meeting
The Thalassa Board notes the result of the LSR General Meeting
that was held earlier today and observes that the number of LSR
Shares that were voted in favour of the resolution to support the
LSR Board's proposals was only 37,017,874, or approximately 44.9%
of LSR's issued share capital.
The Thalassa Board notes that this result indicates that a
majority of the LSR issued share capital has not been voted in
favour of the resolution.
55.1 % OF LSR SHARHOLDERS EITHER DID NOT VOTE OR VOTED AGAINST
THE RESOLUTION TO AUTHORISE THE LSR BOARD TO PURSUE A JUST AND
EQUITABLE WINDING UP OF THE COMPANY.
As announced on 2 April 2019, following receipt of written
advice for a leading Queen's Counsel, the Thalassa Board is
confident that the prospect of a court making a winding up order in
this case is remote. In contrast, the Offer represents a
deliverable and certain exit at an attractive valuation per share
that remains a premium to LSR's current share price and is also a
higher value than the now outdated historical net realisable value
previously disclosed by the LSR Board.
The Offer remains open for acceptance and LSR Shareholders who
have not yet accepted the Offer are invited to do so. The next
closing date is 1.00 p.m. (London time) on 10 April 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
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 [17,510,275] ordinary shares
carrying one vote each (excluding the [8,057,247] 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
[17,115,804] 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
ROMBXGDSUBGBGCR
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April 08, 2019 02:00 ET (06:00 GMT)
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