12 Dec 2018 15:03
FOR IMMEDIATE RELEASE
12 December 2018
The Local Shopping REIT plc ("LSR" or the "Company")
Result of General Meeting
The Local Shopping REIT plc announces that the special resolution to, amongst other things, wind-up the Company voluntarily, pursuant to section 84(1)(b) of the Insolvency Act 1986 (the "Members' Voluntary Liquidation"), proposed at the general meeting of the Company held earlier today ("the General Meeting") ("the Resolution"), which was set out in the Notice of General Meeting in the circular to shareholders dated 16 November 2018, attracted the support of 61.87% of the votes cast in person or by proxy at the General Meeting. However, the Resolution did not achieve a majority of 75% of the votes cast required for a special resolution to be passed, and, accordingly, was not passed.
Voting on the Resolution was as follows
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 | |||
34,127,797 | 61.87% | 21,029,277 | 38.13% | 55,157,074 | 66.85% | 0 |
The Resolution was voted on by poll. As at 6:00 p.m. on 11 December 2018, being the record date for the General Meeting, the total number of ordinary shares of 20 pence each in the capital of the Company ("Ordinary Shares") in issue (excluding Ordinary Shares held in treasury) was 82,505,853.
Of the 21,029,277 votes against the Resolution, 21,021,277 were cast by Thalassa Holdings Ltd ("Thalassa"). Excluding the votes cast by Thalassa, 99.98% of the balance of the votes received were in favour of the Resolution.
As a consequence of the result of the General Meeting, the Members' Voluntary Liquidation, under which shareholders would have received distributions of the cash accumulated by the Company through its property sales programme, will not take place.
The cancellation of the listing of the Ordinary Shares on the Official List and the admission to trading of the Ordinary Shares on the Main Market of London Stock Exchange plc (the "London Stock Exchange"), which had been scheduled to occur on 14 December 2018, will not now proceed. The Company has requested that the suspension of trading in the Ordinary Shares on the London Stock Exchange, which commenced at 7.30 a.m. today be lifted and trading in the Ordinary Shares restored as soon as possible.
The Board considers that the Resolution was the most appropriate and effective means of fulfilling the investment policy of the Company, approved by shareholders in July 2013, allowing for "the orderly liquidation of assets, the repayment of debt and the return of the remaining capital to shareholders over a period of time".
The Board assures shareholders that it will continue to work towards returning value to them. As doing so by way of a return of capital through the Members' Voluntary Liquidation has been blocked, the directors are actively considering proposals for enhancing and distributing value through other strategies and the Board will consult with shareholders and bring forward proposals for this in due course.
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.