20 Aug 2019 12:08
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.
FOR IMMEDIATE RELEASE
The Local Shopping REIT plc ("the Company")
Result of General Meeting
20 August 2019
The board of directors of the Company (the "LSR Board") is pleased to announce that the two special resolutions proposed at the general meeting of the Company held this morning were duly passed. Voting on the resolutions, which was by way of a poll, was as follows:
Resolution
| For | Against | Total votes validly cast* | Total votes cast as % of shares in issue | No. of votes withheld | ||
No. of votes | % of votes cast | No. of votes | % of votes cast | ||||
1. THAT, subject to the confirmation of the High Court of England and Wales:
1.1 the issued share capital of the Company be reduced by cancelling and extinguishing capital to the extent of £0.19 on each fully paid up issued ordinary share of £0.20 each in the capital of the Company (an "Ordinary Share") and reducing the nominal value of each issued fully paid up Ordinary Share from £0.20 to £0.01; and 1.2 the amount standing to the credit of the Company's capital redemption reserve be cancelled and extinguished. | 55,873,234 | 100% | 0 | 0% | 55,873,234 | 67.72% | 5,000 |
2. THAT, subject to the passing of Resolution 1 above, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "CA 2006") to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of its own Ordinary Shares pursuant to, and for the purposes of, or in connection with a tender offer for Ordinary Shares on the terms and in accordance with the arrangements set out or referred to in the Circular or otherwise contemplated by arrangements set out or referred to in the Circular, provided that: 2.1 the maximum number of Ordinary Shares hereby authorised to be purchased is 61,484,576; 2.2 the maximum and minimum price, exclusive of all expenses, which may be paid for an Ordinary Share is £0.3133 (or 31.33 pence), being the Tender Price (as defined in the Circular); and 2.3 the authority conferred by this Resolution shall expire on the date which is 15 months from the date of the notice of this meeting, save that the Company may before the expiry of such authority make a contract to purchase Ordinary Shares which will or may be executed wholly or partly after such expiry and the Company may make a purchase of such Ordinary Shares after such expiry pursuant to such contract.
| 55,873,234 | 100% | 0 | 0% | 55,873,234 | 67.72% | 5,000 |
*Excluding votes withheld.
As at 6:30pm on 16 August 2019, being the record date for the General Meeting, the total number of shares in issue (excluding shares held in treasury) was 82,505,853.
The result of the General Meeting will also be made available on the Company's website: www.localshoppingreit.co.uk.
The resolutions were proposed at the meeting in contemplation of the Board's proposal to return capital to LSR Shareholders by way of a Tender Offer to repurchase LSR Shares set out in the Board's circular to LSR Shareholders published on 25 July 2019 (the "Circular").
The Board urges LSR Shareholders to carefully read the Circular, which provides information about the background to, and reasons for, the Board's proposals, and explains why the Board considers those proposals to be in the best interests of the Company and LSR Shareholders as a whole. The Circular can also be found on the Company's website.
The Tender offer remains open until 1.00 p.m. on 12 September 2019, unless otherwise extended in accordance with the terms and conditions set out in Part 4 of the Circular.
[ENDS]
Enquiries:
The Local Shopping REIT plc
William A Heaney
Company Secretary
020 7355 8800
BDO LLP (Independent Rule 3 Adviser to the Company)
John Stephan
Susan Jarram
020 7486 5888
Important Notices
BDO LLP ("BDO"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of BDO or for providing advice in connection with the Offer or any other matter referred to in this announcement.
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.
Publication on website
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 by no later than 12 noon on the Business Day following the date of this announcement. 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.
Forward-looking statements
This announcement contains statements that are or may be forward-looking with respect to the financial condition, results of operations and businesses and achievements of the Company. These statements can be identified by the use of forward-looking terminology such as "believe", "anticipate", "expect", "prospect", "estimated", "should", "may" or the negative thereof, or other variations thereof, or comparable terminology indicating expectations or beliefs concerning future events. These forward-looking statements include risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could or may cause actual results, achievements or developments to differ materially from those expressed or implied by such forward-looking statements. The Company assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent required by law or regulation. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Unless expressly stated to the contrary in this announcement, no statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings for the Company or earnings per LSR Share, as appropriate, for the current or further financial years would necessarily match or exceed the historical published earnings for the Company or earnings per LSR Share.