16 Nov 2018 07:00
FOR IMMEDIATE RELEASE
16 November 2018
The Local Shopping REIT plc ("LSR" or the "Company")
Members' Voluntary Liquidation
Publication of Circular and Notice of General Meeting
In its announcement dated 31 October 2018, the Board of LSR indicated its intention to convene a general meeting of the Company for the purpose of considering a resolution that the Company should enter into a solvent members' voluntary liquidation ("MVL" or "Members' Voluntary Liquidation") in order to return value to Shareholders, in accordance with the Company's Investment Policy.
In furtherance of this, the Company is today publishing a circular to Shareholders (the "Circular") containing, amongst other things, a Notice of General Meeting setting out a Resolution to approve, amongst other things, the Members' Voluntary Liquidation. The General Meeting is to be held at 11.00 a.m. on 12 December 2018 at the offices of BDO LLP, 55 Baker Street, London W1U 7EU.
On 8 July 2013, the Board of LSR announced the results of a strategic review which recommended to Shareholders a change of investment policy which allowed for "the orderly liquidation of assets, the repayment of debt and the return of the remaining capital to shareholders over a period of time". That recommendation was approved by Shareholders at a general meeting of the Company on 25 July 2013.
In December 2017, LSR reported on progress against the Company's Investment Policy in accordance with that approval. That report also announced the further acceleration of the property sales programme. Progress with the sales programme has been such that the Company has been able to deliver a major element of its Investment Policy, fully repaying its bank debt in July 2018. Since then, all net proceeds from property disposals have been retained by the Company.
The Board considers that the end of the Company's property sales programme is now in sight. In view of this, and the likely balance of the Company's cash reserve at the end of the calendar year, the Board has undertaken a thorough review of the options for returning cash to Shareholders and has concluded that the winding-up the Company by way of the Members' Voluntary Liquidation is the most appropriate route for achieving this. Given the Company's relatively simple financial position, the Board believes that this should enable a substantial initial distribution early in the liquidation process.
The Members' Voluntary Liquidation will involve the cancellation of the admission of LSR's Ordinary Shares to the Official List and to trading on the Main Market of London Stock Exchange plc. Applications will be made to the UKLA for the suspension of listing of the Ordinary Shares on the Official List of the UKLA and to the London Stock Exchange for the suspension of trading in the Ordinary Shares at 7.30 a.m. on 12 December 2018. If the Resolution is passed, applications will be made for the cancellation of the admission of the Ordinary Shares to listing on the Official List and to trading on the Main Market. The cancellation is expected to take effect at 8.00 a.m. on 14 December 2018.
The Company will also cease to be a real estate investment trust ("REIT") and the Company is holding discussions with HM revenue and Customs to ensure an orderly exit from the REIT regime.
Further details of the Members' Voluntary Liquidation, the appointment of the Liquidators and the associated arrangements are set out in the Circular.
Save where otherwise defined in this announcement, all capitalised terms and expressions used will have the same meanings given to them in the Circular.
The Circular will be posted to Shareholders today, 16 November 2018. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm.do and on the Company's website at www.localshoppingreit.co.uk/investor-relations.
The expected timetable of principal events in connection with the General Meeting and the Members' Voluntary Liquidation is as follows:
Event | Date |
Date from which it is advised that dealings in Ordinary Shares should only be for cash settlement and immediate delivery of documents of title
| close of business on 7 December 2018 |
Latest time and date for receipt of Forms of Proxy and CREST Proxy Instructions from Shareholders for the General Meeting
| 11.00 a.m. on 10 December 2018 |
Latest time for delivery to Registrars of documents of title relating to dealings in Ordinary Shares subject to cash settlement
| 5.00 p.m. on 11 December 2018 |
Close of the Register and Record Date for participation in the Members' Voluntary Liquidation
| 6.00 p.m. on 11 December 2018 |
Suspension of Ordinary Shares from trading on the London Stock Exchange and suspension of listing on the Official List of the UKLA
| 7.30 a.m. on 12 December 2018 |
General Meeting to approve the Members' Voluntary Liquidation and, if approved, the appointment of the Liquidators
| 11.00 a.m. on 12 December 2018 |
Cancellation of the listing of the Ordinary Shares on the Official List and cancellation of admission to trading of the Ordinary Shares on the Main Market
| 8.00 a.m. on 14 December 2018 |
Expected initial liquidation distribution*
| February 2019 |
*Actual date to be determined by the Liquidators.
All references to London time.
The Board anticipates that the Company's annual results statement for the year ended 30 September 2018 will be published on 10 December 2018.
For more information please contact:
William A Heaney, Company Secretary
The Local Shopping REIT plc
Tel: 020 7355 8800
Further Information:
If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
This announcement is not an offer to sell or a solicitation of any offer to buy the securities of The Local Shopping REIT plc (the "Company") in the United States, Australia, New Zealand, Canada, Japan, the Republic of South Africa or in any other jurisdiction where such offer or sale would be unlawful.
This announcement cannot be relied on for any investment contract or decision. No person has been authorised to give any information or make any representation and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company or the Directors.
Note regarding forward-looking statements:
This announcement includes statements that are, or may be deemed to be, "forward-looking statements" including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends. These statements can be identified by the use of forward-looking terminology, including statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "estimates", "intends", "plans", "projects", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof. These forward-looking statements include all statements that are not matters of historical fact. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Directors' and/or the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, prospects, growth, strategies and the industry in which it operates.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from the results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are not guarantees of future performance and are based on numerous assumptions regarding the Company's net asset value, present and future business strategies and income flows and the environment in which the Company will operate in the future. In addition, even if the results of operations, financial position and the development of the markets and industry in which the Group operates in any given period are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by forward-looking statements contained in this announcement, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, regulatory activity, currency fluctuations, changes in business strategy, political and economic uncertainty and other factors. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue or are likely to continue.
Any forward-looking statements speak only as of the date of this announcement. Subject to the requirements of the FCA and the London Stock Exchange (and/or any other applicable regulatory requirements) or applicable law, each of the Company and the Directors expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances after the date of this announcement on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.