TIDMTHAL TIDMLSR
RNS Number : 8247X
Thalassa Holdings Limited
02 May 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
2 May 2019
Thalassa Holdings Ltd
("Thalassa", "THAL" or the "Company")
Extension of Offer
The Thalassa Board announces that the Offer, which remains
subject to the terms and conditions set out in the Offer Document
and Form of Acceptance, is being extended and therefore will remain
open for acceptances until the next closing date, which is 1.00
p.m. (London time) on 3 May 2019.
The Mix and Match Facility remains available to LSR Shareholders
who may elect, subject to offsetting elections, to vary the
proportion in which they receive cash and Thalassa Consideration
Shares in respect of their LSR Offer Shares. Thalassa continues to
reserve the right to close the Mix and Match facility before 1.00
p.m. (London time) on 3 May 2019 without further notice.
Reasons to accept the Offer
The Thalassa Board invites LSR Shareholders to accept the Offer
which is a deliverable and certain exit to shareholders with cash
being an important part of the total consideration.
The Thalassa Offer provides LSR Shareholders with an attractive
premium to both the prevailing LSR share price as well as the
company's most recent (but now out of date) indication of a
realisable NAV per LSR Share. Those LSR Shareholders who decide not
to benefit from the potential upside of holding Thalassa
Consideration Shares, have the opportunity to participate in
Thalassa's substantial and long-standing buy-back programme.
Thalassa believes that the Offer remains the best possible
alternative for LSR Shareholders to receive fair value for their
LSR Shares after having seen the value of their investment continue
to decline, as it has every year since inception.
The Thalassa Board remains of the view that a winding up of LSR
is not in the best interest of all LSR Shareholders. As stated in
LSR's result of General Meeting announcement on 5 April 2019, 55.1%
of LSR Shareholders 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.
LSR Shareholders are invited to accept the Offer. The Offer is
both: (i) at a premium to LSR's current share price; and (ii)
importantly, at a value higher than the historical net realisable
value of LSR of 33p to 34.5p per LSR Share (which itself has been
undermined by previous cautionary statements by LSR and the passing
of time).
Level of Acceptances
As at the deadline on the Extended Closing Date for receipt of
valid acceptances under the Offer, being 1.00 p.m. on 1 May 2019,
Thalassa had received valid acceptances in respect of a total of
11,369,970 LSR Shares, equivalent to approximately 18.5 per cent.
of the shares to which the Offer applies.
Accordingly, as at the Extended Closing Date, Thalassa either
owned or had received valid acceptances of the Offer in respect of
a total of 32,391,247 LSR Shares (all of which may be counted
towards the satisfaction of the Acceptance Condition), representing
approximately 39.3 per cent. of the current issued share capital of
LSR.
Those LSR Shareholders who have not yet accepted the Offer now
have a further opportunity to accept the Offer
There are no further items to be disclosed pursuant to Rule 17
of the Code. The percentages listed in this announcement are based
on a current issued share capital of 82,505,853 LSR Shares.
Procedure to accept the Offer and to make a mix and match
election
If you hold LSR Shares in certificated form:
If you hold your LSR Shares, or any of them, in certificated
form (that is, NOT in CREST), to accept the Offer in respect of
some or all of those LSR Shares, you should complete, sign and
return the enclosed Form of Acceptance, along with your valid share
certificate(s) and/or any other relevant documents of title as soon
as possible and, in any event, so as to be received by post or by
hand (during normal business hours) by the Receiving Agent, Link
Asset Services, Corporate Actions at The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by no later than 1.00 p.m. (London
time) 3 May 2019 at which point the Offer will be closed to further
acceptances. Further details on the procedures for acceptance of
the Offer if you hold any of your LSR Shares in certificated form
are set out in paragraph 17(a) of Part 1 and Section D of Part 2 of
the Offer Document sent to LSR Shareholders on 6 March 2019 and in
the accompanying Form of Acceptance. A reply-paid envelope for use
within the UK only is enclosed for your convenience and may be used
by holders of LSR Shares in certificated form in the UK for
returning their Form of Acceptance.
If you hold LSR Shares in uncertificated form:
If you hold your LSR Shares, or any of them, in uncertificated
form (that is, in CREST), to accept the Offer in respect of some or
all of those LSR Shares, you should follow the procedure for
Electronic Acceptance through CREST so that the TTE instruction
settles as soon as possible and, in any event, by no later than
1.00 p.m. (London time) on 3 May 2019 at which point the Offer will
be closed to further acceptances.. If you hold any of your LSR
Shares through a CREST sponsored member, you should contact your
CREST sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear. Further details on the
procedures for acceptance of the Offer if you hold any of your LSR
Shares in uncertificated form are set out in paragraph 17(b) of
Part 1 and Section E of Part 2 of the Offer Document sent to LSR
Shareholders on 6 March 2019.
Mix and Match Facility
The Offer includes a Mix and Match Facility, as described in
paragraph 7 of Section C of Part 2 of the Offer Document sent to
LSR Shareholders on 6 March 2019. Further details on the procedures
for making Mix and Match Elections are set out in paragraph
17(a)(ii)(B) of Part 1 of the Offer Document (if you hold LSR
Shares in certificated form) and in paragraph 17(b)(iii) of Part 1
of the Offer Document (if you hold LSR Shares in uncertificated
form).
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 17,410,275 ordinary shares
carrying one vote each (excluding the 8,157,247 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
16,982,238 preference shares (each carrying 10 votes), and are not
admitted to trading on any exchange. The ISIN for the Thalassa
ordinary shares is VGG878801031.
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
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