20 December 2024
Thalassa Holdings
Ltd
(Reuters: THAL.L,
Bloomberg: THAL:LN)
("Thalassa"
or the "Company")
Publication of
Prospectus
Allotment of Placing
Shares
Subscription
PUBLICATION OF
PROSPECTUS
Thalassa Holdings Ltd is pleased to
announce that, further to its announcement on 16 December 2024 relating to the results of the
Placing, its Prospectus dated 20 December 2024 has been approved by
the FCA and has been published today.
An electronic copy
of the Prospectus has been made available on the Company's website
(https://www.thalassaholdings.com). The Prospectus is also
available for inspection at the National Storage Mechanism website:
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
Terms used in this announcement
shall, unless the context otherwise requires, be as defined in the
announcement published by the Company on 16 December 2024 in relation to the Placing and
Admission.
ALLOTMENT OF
SHARES
The Company also confirms that it
has today allotted 8,710,000
Placing Shares of US$0.01 each, conditionally on
Admission.
Applications will be made to the
FCA for admission of the Placing Shares to the Equity Shares
(Transition) Category of the Official List of the FCA and to the
London Stock Exchange for admission to trading of the Placing
Shares on its main market for listed securities. It is expected
that Admission will become effective at or around 8.00 a.m.
on 10 January 2025.
All references to time in this
announcement are to London time. Any changes in the expected
timetable and the results of the allotment of shares will be
announced by the Company through the regulatory news
service.
The Placing Shares
("New
Ordinary Shares") will, when
issued, be credited as fully paid and will rank pari passu in all
respects with all other ordinary shares of the Company.
The Company confirms that with
effect from admission of the New Ordinary Shares to the FCA's
Official List and to trading on the Main Market for listed
securities, the Company's issued share capital will comprise
16,655,838 ordinary shares of US$0.01 each. As at the last
practicable date, the Company holds 12,906,521 ordinary shares in
treasury.
The above figure of
16,655,838 may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
of a change to their interest in the Company under the FCA's
Disclosure and Transparency Rules.
SUBSCRIPTION
The Company has also entered into a
subscription letter with Alina Holdings plc ("Alina" or "Subscriber"), whereby Alina has
agreed to conditionally subscribe for up to 12,000,000 new ordinary
shares of US$0.01 in the Company ("Subscription
Shares") at at
a subscription price of £0.25, subject to Alina selling its
existing property assets in Brislington and Hastings.
The
Subscriber may subscribe for any number of Subscription Shares up
to a maximum of £3,000,000, at its discretion. There is no minimum
amount the Subscriber must subscribe for. The Subscription may be
cancelled by the Company if, inter alia, the Subscription has not
been completed by 19 December 2025.
The
Subscription is conditional on the Placing. In the event that the
Placing does not complete, the Subscription will not
proceed.
Admission
of the Subscription Shares will take place within 10 Business Days
of the Company receiving payment from the Subscriber for the
Subscription Shares.
Due to the Company and Alina having
a number of cross shareholdings and a shared director, Duncan
Soukup, the transaction is considered a related party transaction
under DTR 7.3 and, accordingly, Mr Soukup recused himself from the
Company’s Board meeting approving the transaction. In the opinion
of the Company’s independent directors, the Subscription is fair
and reasonable from the perspective of the Company and its
shareholders.
LEI:
2138002739WFQPLBEQ42
END
MARKET ABUSE
REGULATION DISCLOSURE
The information contained within
this announcement is deemed by the Company to constitute
inside information for the
purposes of Article 7 of the EU Market Abuse Regulation (EU) No
596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 as amended ("UK MAR"), and Article 7 of the Market Abuse
Regulation (EU) No. 596/2014 ("EU MAR"). The Company is solely responsible for the content
of this announcement.
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Enquiries:
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enquiries@thalassaholdingsltd.com
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Thalassa Holdings
Ltd
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