TIDMLSR
RNS Number : 2959K
Local Shopping REIT (The) PLC
12 December 2018
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 Total votes No. of
validly cast as Votes Withheld
cast* % of shares
in issue
No. of Votes % of No. of Votes % of
votes votes
cast 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.
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
ROMBSBDDCUBBGID
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December 12, 2018 10:03 ET (15:03 GMT)
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