TIDMLSR
RNS Number : 7670P
Local Shopping REIT (The) PLC
22 November 2016
The Local Shopping REIT plc
Publication of Circular and Notice of General Meeting
The Local Shopping REIT plc responds to the Resolutions proposed
by Thalassa Holdings Ltd
Following the announcement made by The Local Shopping REIT plc
("LSR" or the "Company") on 10 November 2016 confirming receipt of
a notice requisitioning a general meeting of the Company from
Thalassa Holdings Ltd ("Thalassa") acting by its nominee, Pershing
Nominees Limited, the Company is today publishing a circular to LSR
Shareholders containing a letter from the Chairman to LSR
Shareholders. The letter details the Board's response to Thalassa's
Requisition and explains the Board's views on the Requisition in
order that LSR Shareholders are fully informed and able to make
their voting decisions on that basis.
The Resolutions will be put before LSR Shareholders at the
Company's forthcoming General Meeting at 10.00 a.m. on 8 December
2016 at the offices of Eversheds LLP, One Wood Street, London, EC2V
7WS.
The Requisition Notice proposes resolutions that Stephen East
and Nicholas Vetch be removed as directors and that Duncan Soukup,
John Hutchinson and Toby Burgess be appointed to the Company's
Board (the "Requisition Resolutions"). Separately, the Board is
also proposing a resolution to reduce the minimum number of
Directors required to two Directors pursuant to articles 96 and 116
of the Company's articles of association (the "Director
Resolution").
The Board unanimously recommends that shareholders vote against
the Requisition Resolutions and in favour of the Director
Resolution.
For further discussion of the background to the Requisition and
for a detailed explanation of the reasons for the Board's
recommendation that LSR Shareholders vote against the Resolutions,
please refer to the Circular and to the Letter from the Chairman
set out in the Appendix to this announcement.
All terms used within this announcement will have the same
meaning as applied within the Circular and are defined at the end
of this announcement.
The Circular will be posted to LSR Shareholders today, 22
November 2016. A copy of the Circular will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at: www.hemscott.com/nsm.do and on the Company's website
at www.localshoppingreit.co.uk/investor-relations.
The timetable for the General Meeting is as follows:
Event Date
Latest time and date 10.00 a.m. on 6 December
for receipt of Form of 2016
Proxy from LSR Shareholders
Voting Record Time for 6.30 p.m. on 6 December
the General Meeting 2016
Time, date and location 10.00 a.m. on 8 December
of the General Meeting 2016
at the offices of Eversheds
LLP
One Wood Street, London
EC2V 7WS
For more information please contact:
The Local Shopping REIT plc
Tel: 020 7355 8800
Bill Heaney, Director and Company Secretary
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, 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 summary should be read in conjunction with the full text of
the announcement which follows.
APPIX
LETTER FROM THE CHAIRMAN
1. INTRODUCTION
On 27 October 2016, the Board announced that it had been
informed by Thalassa Holdings Ltd ("Thalassa"), which through two
different nominees holds 23.48% of the LSR Shares, that Thalassa
was considering the requisition of a general meeting of the Company
to remove the existing directors of the Company and to replace them
with certain individuals identified by Thalassa. No formal
requisition was served on the Company at this point.
On 10 November 2016, the Board announced that, after close of
business on 9 November 2016, it had received a notice (the
"Requisition Notice") from Thalassa, requiring the Board to convene
a general meeting of the Company's shareholders to consider
resolutions to remove the Company's Non-executive Chairman, Stephen
East and the Company's Senior Independent Director, Nicholas Vetch,
and to replace them with the three Thalassa Nominees, being Duncan
Soukup, John Hutchinson and Toby Burgess (the "Requisition"). The
full text of the Requisition Notice and the accompanying
explanatory statement served by Thalassa on 9 November 2016 is
included as a schedule to the Circular.
The Board is required to convene a general meeting within 21
days of the receipt of the Requisition Notice, with such meeting
being required to be held on a date not more than 28 days after the
date of the notice convening it, and accordingly the Circular
contains notice of a General Meeting, which is to be held at 10.00
a.m. on Thursday 8 December 2016 at the offices of Eversheds LLP,
One Wood Street, London EC2V 7WS, at which the Resolutions will be
considered.
The purpose of the Circular is to explain the Board's views on
the Requisition in order that shareholders are properly informed
and able to make their voting decision on that basis.
2. BACKGROUND REGARDING THE CURRENT POSITION OF THE COMPANY
Since the change of strategy approved by shareholders in July
2013, GBP95.7 million of property has been sold (55.4% by value of
the July 2013 portfolio), the Group's debt has been reduced by
GBP92.2 million and the swap and fixed rate debt breakage
liability, which was GBP19.2 million at 31 March 2013, has been
eliminated. Capital gearing (net debt/total equity) has also
reduced, from a peak of 384% during 2013 to 114% as at 31 March
2016. Since the cancellation of the Group's interest rate hedging
arrangements in January 2016, the Company now enjoys positive
operating cashflow and, in view of the extension of its loan
facilities, as described in section 5 below, the Board believes the
Company has the latitude to complete what it has set out to achieve
as stated in the investment policy approved by shareholders in July
2013.
The optimum route for selling the remainder of the Company's
properties as speedily and efficiently as possible consistent with
the protection of value would have been via a sale of the Company's
property-holding subsidiaries; however, this has not been
achievable on terms acceptable to the Board. The sale process has
incurred considerable management time and professional fees, and,
whilst it was in train, greatly restricted the Company's ability to
execute sales on a property by property basis.
The Board and Internos are now refocused on selling assets
individually and, to that end, a programme of auction and private
treaty sales is in hand. In the absence of the distracting process
of a portfolio sale, the Company has increased the pace of
individual property sales and continuing this acceleration is a key
priority for the Board. The Company sold 10 properties in October
2016 for a total consideration of GBP1.0 million, representing a
2.8% premium to their most recent valuation. Shareholders should,
however, be aware that undertaking a disposal process with multiple
individual sales will be a laborious and time-consuming process.
The portfolio, comprising over 300 properties, contains many small
assets, with 50% of the assets
remaining being valued at GBP120,000 or less, and there is a
limit on how many properties of the type owned by the Company the
market can absorb at any one time without materially affecting
price.
A detailed roadmap of how the Board intends to complete the task
of turning property into cash will be set out in the results for
the financial year ended 30 September 2016, which will be published
in early December.
I continue to be grateful and extend my thanks to the excellent
Internos staff working on the LSR account who, through their
consistent efforts, have ensured stability at the Company.
Thalassa's and Mr Soukup's intervention are inevitably unsettling
and I hope, therefore, that this can be resolved as rapidly as
possible.
Whilst I and my fellow directors have a clear view on what needs
to be done, the Board does not claim a monopoly on the best way of
prosecuting this endeavour. However, there is nothing in Thalassa's
and Mr Soukup's proposal that in the Board's view assists with an
expeditious implementation of the strategy approved by shareholders
in July 2013.
In Thalassa's announcement of 12 September 2016, following the
increase of its shareholding in the Company, it was stated that it
was Thalassa's intention to review and change the Company's
investment policy approved in July 2013. The Board notes that the
statement supplied by Thalassa in relation to the Requisition makes
no mention of this aim and gives no further detail as to how it
proposes to amend the investment policy. The Board believes that
this raises considerable uncertainty regarding Thalassa's
intentions for the Company should it gain control of the Board.
Thalassa's statement appears to indicate that its ambitions are
limited to cutting costs, reducing property vacancies, accelerating
asset liquidations and reducing debt whilst failing to provide any
detail on how to implement these points. Whilst highly desirable,
they are all actions with which, as summarised above, your Board
has already made considerable progress and on which it continues to
work. For reasons set out in this announcement and the Circular,
the Board considers it unlikely that Thalassa can make any material
improvements in these areas and, indeed, that Thalassa's proposals,
if implemented, may well have a significant adverse impact.
The Board is, therefore, of the opinion that Thalassa's actions
constitute, in effect, an attempt to gain control of the Company
via the back door and, as such, should be rejected. It is, of
course, open to Thalassa to make a formal offer for the Company,
which in the Board's view is a more appropriate manner of seeking
control of a listed company (if that is indeed Thalassa's aim).
Should such a formal offer be forthcoming, the Board would, of
course, consider it in light of the Directors' duties and their
obligations under the City Code on Takeovers and Mergers, including
obtaining competent independent financial advice on its terms,
before expressing the Board's views on any such offer. However, in
principle, this would coincide with the Board's desire to provide a
cash exit for shareholders as quickly as possible.
3. REASONS FOR THE BOARD'S RECOMMATION TO VOTE AGAINST THE
REQUISITION RESOLUTIONS AND IN FAVOUR OF THE DIRECTOR
RESOLUTION
The Board unanimously recommends that shareholders vote against
the Requisition Resolutions and in favour of the Director
Resolution for the reasons set out below.
Thalassa has made various statements regarding the performance
of the Company which either refer to the period before the change
of strategy approved by members in July 2013 (and were fully
discussed by shareholders at that time) or are irrelevant or
incorrect. The Directors therefore do not propose to comment
further on those statements other than as set out in section 4
below.
3.1 Removal of Stephen East and Nicholas Vetch as directors of
the Company and appointment of the Thalassa Nominees
The overriding aim of the current Board is to execute the
strategy approved by shareholders in 2013, being to dispose of the
property portfolio and return the net proceeds to shareholders as
speedily and efficiently as possible, consistent with the
protection of value. In this, the Board must act in the interests
of the full body of the Company and its shareholders as a whole and
their stewardship of the Company may not be influenced by any
single interest. The Board finds it difficult to believe that their
replacement by persons nominated solely by Thalassa can be in the
interests of the wider body of shareholders.
The Board believes that the appointment of the Thalassa Nominees
and the removal of the current directors would be highly
detrimental to the interests of shareholders in general. The Board
also considers that the proposed changes in Board membership would
destabilise relationships with critical stakeholders and would be
very disruptive of the programme that the Board has in hand for
executing the strategy approved by shareholders.
In that respect, the Company's investment manager, Internos, has
indicated that, whilst it would, as a matter of course, honour its
contractual obligations, it would resign its investment management
role in the event that Mr Soukup and his associates take control of
the Board. In that event the Company would be exposed to additional
costs in selecting and appointing a new investment manager and in
the transfer of administration and management systems.
LSR Shareholders should note the provisions contained in the
terms of the Loans in relation to the appointment of the Company's
investment manager. These provisions, which replaced similar
provisions in the original loan terms respecting the Company's
property managers, were highlighted in the circular to shareholders
of July 2013 and continue to apply to the Loans. Under these, the
appointment by the Company of a new asset manager or investment
advisor requires the prior written consent of HSBC Bank Plc. If
such consent is not granted, then any such change would be an act
of default under the terms of the Loans.
LSR Shareholders should note that William Heaney, who was
appointed as a director of the Company on 10 November 2016, has
informed the Company that he will resign from his position as a
director of the Company in the event that the resolutions described
above are passed by the Company.
3.2 Reduction of the minimum number of Directors required to two
Directors pursuant to articles 96 and 116 of the Company's articles
of association
Article 116 of the Company's articles of associations allows the
Company to reduce the minimum number of Directors required to be
appointed at any given time pursuant to article 96 to a number
lower than three.
In light of the Company's current strategy, the Directors
believe that that appointment of a third director is not required
and would not be cost-efficient on the basis that, given the
Company's stated investment policy, two directors are capable of
carrying out the necessary functions and exercising the appropriate
level of oversight without incurring the costs of recruiting and
retaining a third director.
Accordingly, the Board is proposing resolution 6 in the Notice
attached to the Circular, which will have the effect of reducing
the number of Directors required to two.
LSR Shareholders should note that William Heaney, who was
appointed as a director of the Company on 10 November 2016, has
informed the Company that he will resign from his position as a
director of the Company in the event that this resolution is passed
by the Company.
4. RESPONSE TO THALASSA'S STATEMENT
4.1 The performance of the Company
Since the change of strategy approved by shareholders in July
2013, GBP95.7 million of property has been sold (55.4% by value of
the July 2013 portfolio), the Group's debt has been reduced by
GBP92.2 million and the swap and fixed rate debt breakage
liability, which was GBP19.2 million at 31 March 2013 has been
eliminated. Capital gearing (net debt/total equity) has also
reduced, from a peak of 384% during 2013 to 114% as at 31 March
2016. Since the cancellation of the Group's interest rate hedging
arrangements in January 2016, the Company now enjoys reasonable and
positive operating cashflow.
4.2 The cost base of the Company
As the Directors explained to Mr Soukup in a meeting held on 21
September 2016, the nature of LSR's investment portfolio and tenant
base means that, for its size, it is a complex and highly
management intensive property business. As at this date, the
Company has over 1,000 commercial and residential units in over 300
properties, giving rise to a constant stream of new lettings, lease
renewals, rent reviews, repair and maintenance needs, rent arrear
collections etc. The process of selling the properties is, of
itself, time consuming and laborious, particularly where properties
involve a multiplicity of occupational interests that are often
subject to statutory notification and enfranchisement
provisions.
Eight members of Internos staff are engaged on LSR's account
with involvement of the wider Internos team as needs arise.
Importantly, the majority of the team working on the Company's
behalf were previously employed by LSR and have therefore provided
considerable continuity and a deep knowledge of the assets.
The Board has made a concerted effort to bear down on recurring
administration costs which are anticipated to have dropped by 49%
from GBP2.9 million in the financial year ended 30 September 2012
(i.e. the year immediately prior to the change of strategy) to an
anticipated GBP1.5 million for the financial year ended 30
September 2016. As with all listed companies, there is an element
of fixed overhead cost, but the Board endeavours to make further
savings wherever possible.
4.3 The appointment of Internos
Internos was appointed in 2013 following a transparent and open
process conducted in two stages, with the assistance of the
Company's corporate broker JP Morgan Cazenove. The appointment was
made on the key criterion of competency with regard to the
Company's property, banking and corporate needs and a financially
acceptable proposal. In addition, and equally importantly, Internos
satisfied the Board as to its ability to assimilate the staff of
the Company to ensure operational continuity, including taking on
certain mandatory TUPE liabilities arising in connection with the
transfer of staff. It was an important further consideration that
Internos was (and continues to be) regulated by the Financial
Conduct Authority. Critically, Internos was acceptable both to HSBC
Bank plc, lender to two of the Company's subsidiaries, and to
Capita, managers for the securitised debt of the two other
subsidiaries, both of whose consent was required under the various
lending agreements.
4.4 Internos fee structure
The agreement negotiated with Internos in 2013 was structured
with a view to simultaneously incentivising Internos to manage the
portfolio and the Company efficiently, whilst selling assets as
expeditiously as possible for the best prices achievable.
Accordingly, the agreement provided for an Asset Management Fee of
0.7% of the gross value of the Company's assets, together with an
Annual Performance Fee, fees for the sale of properties and a
Terminal Fee dependent on the achievement of a hurdle which was set
at 36.1 pence per share in 2013 and escalates by 8% per annum. The
current hurdle of 45.5 pence per share is 62% above the Company's
share price at close of trading on 21 November 2016 (being the
latest practicable date prior to the publication of this
announcement) and 6% above the Company's Net Asset Value as at 31
March 2016. The Asset Management Fee was subject to a minimum floor
which reduces over the first four years, thus reflecting the
considerable upfront cost incurred by Internos in meeting the
applicable TUPE obligations and the not inconsiderable endeavour
and cost of migrating the Company's management and accounting
systems. The minimum fee floor will cease to apply in July 2017, in
accordance with the terms of the 2013 agreement, and, as the Asset
Management Fee will inevitably reduce in line with the disposal of
the portfolio, the fees derived by Internos will become
increasingly reliant on its performance in selling the properties.
The Board is, therefore, entirely satisfied that the quantum and
structure of the fees currently payable to Internos are in the best
interests of shareholders.
The Board notes that Thalassa's statement suggests that it will
cut the Company's cost structure, but provides no detail on how it
would do so. The Board firmly believes that Mr Soukup and his
associates would not be able to materially improve on costs without
degrading the performance of the Company's properties and impairing
its ability to sell the several hundred of properties that need to
be sold, many of which are widely geographically dispersed. Any
degradation in the operational performance is likely to result in
an increase in the void rate across the portfolio, which will be
reflected in a diminution in capital value.
Given that the fee arrangements with Internos were designed to
reflect a shorter property disposal period than has proved
possible, these may need to be revisited at some point in the
future. Any material amendments to the fee arrangements that may be
necessary will, of course, be the subject of separate consultation
with shareholders before these are implemented, in accordance with
the Company's obligations under the Listing Rules.
4.5 The credentials of Mr Duncan Soukup
Mr Soukup has set out his credentials in the Thalassa statement.
On 30 October 2013 Thalassa announced that it had raised GBP18.1m
by way of an equity issue at GBP2.50 per share. It should be noted
that at the close of markets on 21 November 2016, Thalassa's share
price was 43p, a reduction of 83% on the equity issue price for the
October 2013 placing. The Board will not comment further on Mr
Soukup's credentials, but shareholders will no doubt wish to carry
out their own research.
5. EXTENSION OF BORROWING FACILITIES
Earlier today, the Company announced that it has extended the
term of the two cross-collateralised loan facilities provided to
the Company's property-holding subsidiaries NOS 4 Limited and NOS 6
Limited by HSBC Bank plc (initially in April 2006 and September
2008, and subsequently restructured in July 2013 and in April 2015)
(the "Loans") by an additional 20 months. The Company has thereby
secured bank funding through to 31 December 2019.
The amendment of the Loans will also allow the Company to extend
the timeline initially envisaged for the implementation of its
current investment strategy, which had been approved in July 2013.
This will permit the Board to continue with the sale of the
Company's property portfolio in an orderly manner, and in a way
which maximises shareholder value. As part of the revised terms the
balance of the Loans will be reduced by GBP7 million on 30 November
2016 through the release of cash held by the Company (derived from
the sale of properties and operational income). As a result, the
balance of the Loans outstanding on 30 November 2016 will be
approximately GBP43.5 million.
Under the terms of the extension of the facilities, further
property assets valued at GBP1 million will be added to the
existing security pool. The interest margin will be 2% above 3
month LIBOR and an arrangement fee of 0.5% has been paid on the
outstanding balance of the Loans. The loan to value ratio default
covenant is 70%, the cash sweep covenant is 65% and the income
cover ratio covenant is 120%.
Capital repayments of the Loans will be made at the rate of 1%
per quarter for the next 24 months, falling to 0.25% per quarter
thereafter until the balance of the Loans falls below GBP36m. Under
the terms of the extension of the facilities, the proceeds of sales
of properties within the security pool (net of sales costs) are to
be applied to reducing the balance of the Loans. No other material
changes have been made to the loan agreements.
As at the date of this Circular the loan to value ratio in
respect of assets charged under the Loans is 61.0%. This will be
further reduced to 60.2% following the contribution of the
additional assets. The Company's net debt to value ratio on all its
property assets is 52.4%. The Company has no debt finance
liabilities other than the Loans and will continue to hold a cash
reserve (expected to be approximately GBP4.1 million at 30 November
2016) to cover its working capital requirements.
The extension of the Company's borrowing facilities until 31
December 2019 has placed the Company in a stronger and more secure
position, enabling the Board to continue with confidence the
execution of the investment strategy approved by shareholders.
6. RECOMMATION
For the reasons set out above, the Board considers that the
Requisition Resolutions:
-- to remove Stephen East, the Company's Non-executive Chairman
and Nicholas Vetch, the Company's Senior Independent Director;
and
-- to replace them with the three Thalassa Nominees, being
Duncan Soukup, John Hutchinson and Toby Burgess,
are, in each case, not in the best interests of the Company or
LSR Shareholders, as a whole.
The Board also considers that the Director Resolution to reduce
the minimum Board size of the Company required by article 96 of the
Company's articles of association to two as permitted by article
116 of Company's articles of association is in the best interests
of the Company and its shareholders, as a whole, on the basis that
two directors are capable of carrying out the necessary functions
under the stated investment policy without incurring the costs of
recruiting and retaining an additional director over the longer
term.
The Board therefore unanimously recommends that all LSR
Shareholders vote:
-- AGAINST the Requisition Resolutions which are set out as
resolutions 1 to 5 in the Form of Proxy accompanying the Circular:
and
-- FOR the Director Resolution which is set out as resolution 6
in the Form of Proxy accompanying the Circular,
as all the Directors intend to do in respect of their aggregate
beneficial holdings of 3,006,745 LSR Shares (representing
approximately 3.64% of the issued share capital of the
Company).
7. ACTION TO BE TAKEN
LSR Shareholders will find, set out at the end of the Circular,
a Notice convening the General Meeting, to be held at 10.00 a.m. on
Thursday 8 December 2016 at the offices of Eversheds LLP, One Wood
Street, London EC2V 7WS at which the Resolutions will be
considered.
The full text of the Resolutions is set out in the Notice
attached to the Circular. Voting at the General Meeting will be by
poll and not on a show of hands and each LSR Shareholder entitled
to attend and who is present in person or by proxy will be entitled
to one vote for each LSR Share held.
LSR Shareholders will find enclosed with the Circular a Form of
Proxy for use at the General Meeting or any adjournment thereof.
Whether or not LSR Shareholders intend to be present at the General
Meeting, they are requested to complete and sign the Form of Proxy
in accordance with the instructions printed on it so as to be
received by the Company's registrars, Equiniti Limited, Aspect
House, Spencer Road, Lancing BN99 6DA as soon as possible, and in
any event, no later than 10.00 a.m. on Tuesday 6 December 2016 (or,
in the case of an adjournment, not later than 48 hours (excluding
non-working days) before the time fixed for the holding of the
adjourned meeting).
LSR Shareholders who hold their LSR Shares in CREST and who wish
to appoint a proxy or proxies for the General Meeting or any
adjournment(s) thereof by using the CREST electronic proxy
appointment service, may do so by using the CREST proxy voting
service in accordance with the procedures set out in the CREST
manual.
CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a voting service provider,
should refer to that CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.
Proxies submitted via CREST (under CREST ID RA19) must be sent as
soon as possible and, in any event, so as to be received by the
Company's registrars, Equiniti Limited, by no later than 10.00 a.m.
on Tuesday 6 December 2016 (or, in the case of an adjournment, not
later than 48 hours (excluding non-working days) before the time
fixed for the holding of the adjourned meeting).
Shareholders wishing to complete their paper Form of Proxy in
line with the Board's recommendations should place an "X" in the
boxes under the heading "Against" alongside Resolutions 1 to 5 in
the Form of Proxy enclosed with the Circular (being the Requisition
Resolutions) and an "X" in the box under the heading "For"
alongside Resolution 6 in the Form of Proxy enclosed with the
Circular (being the Director Resolution).
LSR Shareholders who have any questions relating to this
announcement, the Circular, the General Meeting and/or the
completion and return of the Form of Proxy, should telephone
Equiniti Limited on 0371-384-2030. LSR Shareholders who are outside
the United Kingdom, should call +44 121 415 7047. Calls outside the
United Kingdom will be charged at the applicable international
rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Please
note that Equiniti Limited cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes.
The completion and return of a Form of Proxy (or the electronic
appointment of a proxy) will not preclude LSR Shareholders from
attending and voting in person at the General Meeting or any
adjournment thereof, if they wish to do so and are so entitled.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Board" the current board of
directors of the Company
"Company" or "LSR" the Local Shopping REIT
plc, registered in England
and Wales with registered
number 05304743
"CREST" the relevant system (as
defined in the Regulations)
in respect of which Euroclear
is the operator (as defined
in the Regulations)
"CREST Manual" the CREST manual consisting
of the CREST reference
manual; CREST international
manual; CREST central
counterparty service
manual; CREST rules;
CCSS operations manual
and CREST glossary of
terms available at http://www.euroclear.com
"CREST Proxy Instruction" a properly authenticated
CREST message appointing
and instructing a proxy
to attend and vote in
place of a shareholder
at the General Meeting
and containing the information
required to be contained
in the CREST Manual
"Director Resolution" the ordinary resolution
to be proposed at the
General Meeting other
than the Requisition
Resolutions (and set
out in the Notice contained
in the Circular) to reduce
the minimum Board size
of the Company required
by article 96 of the
Company's articles of
association to two Directors
as permitted by article
116 of Company's articles
of association
"Directors" the directors of the
Company being Stephen
East, Nicholas Vetch
and William Heaney
"Euroclear" Euroclear UK & Ireland
Limited
"Form of Proxy" the Form of Proxy enclosed
with the Circular, for
use by shareholders in
connection with the General
Meeting
"General Meeting" the general meeting of
the Company to be held
at 10.00 a.m. on Thursday
8 December 2016 (and
any adjournment thereof)
for the purposes of considering
and, if thought fit,
passing the Resolutions
"Group" the Company and its Subsidiaries
"Internos" INTERNOS Global Investors
Limited, the investment
manager of the Company
appointed on 22 July
2013
"Loans" the loan agreements between
HSBC Bank plc and NOS
4 Limited and NOS 6 Limited
as described in section
5 of the Chairman's letter
as set out in the Circular
"LSR Shares" the ordinary shares of
20 pence each in the
capital of the Company,
having the rights set
out in the Company's
Articles of Association
"LSR Shareholders" the holders of LSR Shares
from time to time
"Notice" the notice of the General
Meeting accompanying
the Circular
"Regulations" the Uncertificated Securities
Regulations 2001 of the
United Kingdom
"Requisition" has the meaning given
thereto in section 1
of the Chairman's letter
as set out in the Circular
"Requisition Resolutions" each of the ordinary
resolutions to be proposed
at the General Meeting
pursuant to the Requisition
(and set out in the Notice
contained in the Circular):
* to remove the Company's Non-executive Chairman,
Stephen East, and its Senior Independent Director,
Nicholas Vetch; and
* to replace them with the three Thalassa Nominees,
being Duncan Soukup, John Hutchinson and Toby Burgess
"Resolutions" the Director Resolution
and the Requisition Resolutions
"Subsidiary" has the meaning given
thereto in section 1159
of the Companies Act
2006
"Thalassa" Thalassa Holdings Ltd
acting by its nominee
Pershing Nominees Limited
"Thalassa Nominees" Duncan Soukup, John Hutchinson
and Toby Burgess
"UK" or "United Kingdom" the United Kingdom of
Great Britain and Northern
Ireland
"pence", "pounds sterling", the lawful currency of
"sterling", "GBP" or the United Kingdom
"p"
All times referred to are London time unless otherwise
stated.
All references to legislation in this announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGUUARRNAAAURA
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November 22, 2016 02:02 ET (07:02 GMT)
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