REG - Thalassa Holdings - Share Redemption and Return of Capital

Thalassa HoldingsAnnouncement

28/09/2020 09:35

RNS Number : 2887A
  
Thalassa Holdings Limited
  
28 September 2020
  
 

Thalassa Holdings Limited
28 September 2020
 
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL: LN)
Share Redemption and Return of Capital
 
1.         Introduction
The board of Thalassa announces that it has today posted a letter to the Company's shareholders setting out details of the Company's intention to return capital to shareholders by means of a mandatory pro rata redemption of 33.65% of the ordinary shares ("Ordinary Shares") in the capital of the Company which are outstanding (excluding shares held in treasury), equivalent to 4,715,269 Ordinary Shares in aggregate (the "Share Redemption" and "Return of Capital").  The Board's intention is that the Return of Capital is made as a capital distribution in specie to Shareholders of shares which the Company holds in:
•           The Local Shopping REIT plc ("LSR"); and
•           Anemoi International Limited ("Anemoi").
As previously announced, the Company owns 92.62% of the issued share capital of LSR following completion of the tender offer carried out by LSR in September 2019. The book value of this shareholding in the Company's interim financial statements as at 30 June 2020 was US$7,788,760 ("LSR Book Value").
Anemoi is a newly incorporated BVI company which is 100% owned by the Company and has been set up with the intention that it be admitted to the Official List of the FCA by way of a standard listing ("Listing") and application be made to London Stock Exchange plc for its shares to be admitted to trading on the main market for listed securities of the ‎London Stock Exchange ("Admission").  Anemoi has substantively completed preparations for its proposed Listing and is targeting Admission in late October.  On completion of the Company's proposed initial subscription for shares in the capital of Anemoi in the sum of $1,200,000, which will take place immediately prior to Admission, the book value of this shareholding is estimated to be US$980,000 ("Anemoi Book Value").
Shareholders will receive their pro rata share of the Return of Capital, in the form of a capital distribution in specie of LSR Shares and Anemoi Shares ("Share Transfer") on the basis of
1.5 LSR Shares and 2 Anemoi Shares                                for 1 Ordinary Share held at the                                                                                         Record date
No fractional entitlements will arise in relation to the distribution of either the LSR Shares or the Anemoi Shares. ‎Further details of the Share Transfer are set out below in paragraph 3.
Upon completion of the Return of Capital and Share Transfer, each Shareholder will have a new shareholding in LSR and Anemoi.  
The Board understands that, upon, inter alia, the Share Redemption and Return of Capital taking place and the Share Transfers being completed and the relevant notice period that LSR is required to give in relation to its transfer of listing category has expired:
•           the Financial Conduct Authority will lift the suspension of trading in the LSR Shares and Shareholders will be free to sell their LSR Shares as they see fit; and
•           Anemoi will be admitted to trading on the Main Market of the London Stock Exchange plc and Shareholders will be free to sell their Anemoi Shares as they see fit.
The effect of the Share Transfers will be that Shareholders will then hold directly predominately all of their current indirect pro rata interest in LSR and Anemoi and be able to deal with such holdings as they see fit.  
Only existing Shareholders as at the Record Date will be entitled to the Return of Capital resulting from the Share Redemption and therefore receive any LSR Shares and Anemoi Shares pursuant to the Share Transfers.
2.         Effect on Group Structure and Shareholdings
As at the date of this announcement, the Company was interested in 21,021,277 shares in LSR, representing 92.62% of LSR's total outstanding voting share capital and 30,000,000 shares in Anemoi, representing 100% of Anemoi's outstanding voting share capital.
As a result of the Share Transfers:
•           the Company's shareholding in LSR will be reduced by approximately 21,019,500 LSR Shares ‎(the final number of shares to be transferred will be calculated based on holdings at the Record Date and ‎resulting fractional entitlements)‎; and
•           the Company's shareholding in Anemoi will be reduced from 30,000,000 Anemoi Shares to 1,973,966 Anemoi Shares.
Upon completion of the Share Redemption, there will be 9,297,748 Ordinary Shares remaining outstanding (excluding shares held in treasury).
3.         Details of the Share Transfer
The aggregate value of LSR Shares being transferred under the LSR Share Transfer is approximately US$7,788,760 (based on the LSR Book Value).  
The aggregate value of the Anemoi Shares to be transferred under the Share Transfer is approximately US$915,517 (based on the Anemoi Book Value).
The LSR Shares and Anemoi Shares to be transferred under the Share Transfers are credited as fully paid and will rank pari passu in all respects with all other LSR Shares and Anemoi Shares in issue.  
4.         Financial Effects of the Return of Capital and Share Transfer
Completion of the Share Redemption, Return of Capital and Share Transfer will result in the Company's share capital being reduced by the aggregate par value of the Ordinary Shares which are redeemed and the share premium being reduced by the difference between the aggregate value of the LSR Shares and Anemoi Shares transferred and such aggregate par value.
The Company's investment in LSR will be reduced by approximately US$7,788,760 and in Anemoi by US$915,517.




5.         Timetable
The timetable for the Share Redemption and Return of Capital is expected to be as follows:


 




Event


2020




Board Approval of Share Redemption, Return of Capital and Share Transfer


25 September 




Record date


6.00 pm on 21 October




Expiry of old ISIN


6.00 pm on 21 October




New ISIN enabled


22 October




Ordinary Shares commence trading ex-entitlement to Share Redemption and Return of Capital


22 October




Crediting of updated Thalassa DIs to CREST Shareholder's accounts


22 October




Crediting of LSR Shares and Anemoi Shares into CREST Shareholders' accounts


23 October




Issue of share certificates representing LSR Shares and Anemoi Shares to non-CREST Shareholders


Not later than 2 November




Issue of share certificates representing updated Thalassa Ordinary Shares  


Not later than 2 November




Expected date of lifting of suspension of trading in LSR Shares


19 November




Expected date of admission of Anemoi


26 October




 
Duncan Soukup, Chairman of Thalassa, said: 
"Having completed an extensive review of opportunities your board is confident that the proposals set out in the letter that has today been posted to shareholders, together with LSR's strategic refocus on the Leisure and Entertainment sector, have the potential to generate significant returns for the Company's shareholders going forward. Clearly the Leisure and Entertainment (L&E) industry has been severely hurt by the impact of travel restrictions caused by Covid-19, however history shows that it is at times of severe dislocation and distress that one can find the best bargains. Your board strongly believes that the L&E industry currently offers a unique opportunity to find and potentially acquire exceptional assets at well below fair value, not to mention replacement cost."
END




Enquiries:


 




Thalassa Holdings Ltd


 




Duncan Soukup (Executive Chairman)


+33 (0)6 78 63 26 89




WH Ireland Limited (Financial Adviser)


+44 (0)207 220 1650




Chris Fielding, Managing Director, Corporate Finance


 




 
www.thalassaholdingsltd.com  
Note to Editors:
About Thalassa
Thalassa Holdings Ltd, incorporated and registered in the BVI, is a holding company with various interests across a number of industries.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Following the publication of this announcement, this inside information is now considered to be in the public domain.
 

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
  END
 
 
MSCVVLBLBKLLBBK