The Local Shopping Reit Share Discussion Threads

[andyr0503] 27/12/2018 19:26

Thanks Hindsight

[hindsight] 27/12/2018 19:10

Letter sent to LSR and email to Simon Thompson at IC , both detailing my views

[hindsight] 23/12/2018 19:09

Nor do I Frazboy, but if he fought our corner I would

[frazboy] 23/12/2018 16:41

I don't subscribe to the electronic version - does it shed any further light hindsight?

[hindsight] 23/12/2018 15:12

Another letter to write next week

[ntv] 23/12/2018 13:45

Don't worry you won't get 33p
hope they can go to court and reduce the capital base so they can distribute the cash they may not need share holders permission to do that
I am sure DS will do as much as possible to fleece shareholders here and maybe some lovely worthless shares in THAL
probably better to short LSR to cover your profits
l4l
DS i suppose could also block any distribution
Meanwhile existing directors and management consultancy will help reduce cash balances
maybe a few lawyers taking a cut as well

[scburbs] 23/12/2018 12:47

Maximum special dividend looks to be around £3.25m as this is their distributible reserves at 30 September 2018.

[gbjbaanb] 23/12/2018 12:36

"9 September 2016, it acquired a further 6,225,000 ordinary shares ("LSR Shares") in The Local Shopping REIT plc ("LSR") at an aggregate cost of approximately £2.05 million" - or 0.329p per share.


I'd like to see LSR distribute all the cash it has as a special dividend, and then sell on the other properties as quickly as possible, and distribute that too. THAL cannot stop them doing that, and once there's no properties left, that's it anyway. We'll all have shares in a company worth exactly 0. I don't even mind if it doesn't return as much as expected now, I even hope that the return will be below 33p... :-)

[frazboy] 22/12/2018 16:08

Https://www.investegate.co.uk/thalassa-holdings--thal-/rns/update-on-the-local-shopping-reit-plc/201611291115024364Q/Https://www.investegate.co.uk/thalassa-holdings--thal-/rns/acquisition-of-shares-in-the-local-shopping-reit/201609120700094858J/Any clearer?

[topvest] 22/12/2018 15:10

This is what was said in September:

"LSR

Thalassa currently owns 25.48% of The Local Shopping REIT plc ("LSR"). The liquidation of the company's assets continues apace; unfortunately, the losses incurred on disposal also continue apace. We are clearly unhappy with the level of cost that LSR and, therefore, its shareholders are incurring whilst its advisers, managers and consultants are rewarded for generating ever increasing losses!

THAL's 25% holding does, however, represent 'negative equity control', which, bluntly put means that LSR will be unable to distribute any cash to its shareholders beyond the sum of its retained earnings (currently GBP8.1m but dwindling fast) without an extraordinary resolution requiring 75% of the votes cast at the meeting. Clearly no such majority can be achieved without Thalassa's votes.

Thalassa accounts for its holding in LSR as an associate company. As a result, Thalassa's current holding cost basis is +/-29.6p per share, which does not reflect the +/-2.5p per share of Forex hedging gains that the Company has also realised and booked.

I believe that Thalassa shareholders will do well out of the Company's investment in LSR, in spite of LSR's woeful performance!"

Very clear:
1. Historical cost was 29.6p.
2. Clear undertaking of 'minority equity control' and likely blocking of any special resolution.
3. Conclusion that they will do well, and so the only way they will do well is if non-Thalassa shareholders of LSR get proportionately, a lot less.

[andyr0503] 22/12/2018 10:35

Topvest - I agree that what they have done with their preference shares massively damages the value of their ordinary shares. I agree that I cannot see anything that THAL can offer will be preferential to forcing a liquidation of LSR, unless THAL were to offer more than the current NAV in cash, and I cannot see why they would.

[topvest] 22/12/2018 09:43

No chance. You can't do a good deal with a bad person. Shares in Thalassa are worthless.

[andyr0503] 22/12/2018 08:29

Quite a long discussion on the THAL thread about the THAL / LSR situation for those interested.

Hindsight - good idea. It may also push THAL to make a fair offer rather than try to get away with a poor one if they realise their offer is not Hobson’s choice.

[topvest] 21/12/2018 12:44

I suppose the issue is how much will it cost and how long will it take? Lots and ages would be my thinking. So, Thalassa steam in with an all share bid to take your money....it's not nice! Unfortunately, the nasty one has minority control as he was bragging about many months back. A sad situation.

[hindsight] 21/12/2018 12:07

Not a fan of lawyers or thier fees but in this case there are worse outcomes. Personally will be writing to LSR management advising that they have my full backing on mine and a relations holding (total 2%)to take legal action route

[nicholasblake] 21/12/2018 11:35

I was summarising. Hard to see LSR fitting into any of the examples mooted. And there is a simple alternative of the complainant ringing his broker and selling his shares.Not holding my breath!

[scburbs] 21/12/2018 11:11

As you can see from the link there are many circumstances where the courts have approved just and equitable windings up that are not at all linked to malfeasance.

[nicholasblake] 21/12/2018 10:28

Given there is a clear company law method for a members' voluntary resolution, my understanding is that a court would be very reluctant to interfere (by ordering a wind up) absent manifest malfeasance.

[andyr0503] 21/12/2018 09:59

Thanks suburbs.

[scburbs] 21/12/2018 09:34

Andyr0503, Thanks that does seem to be an interesting idea.

Number 1 on the list for previous approvals of a just and equitable compulsory liquidation includes where the purpose of the company has come to an end.

Some relevant quotes:

"where the whole thing is gone, the majority cannot bind the minority to enter into an entirely new speculation.”

“…if a shareholder has invested his money in the shares of the company on the footing that it is going to carry out some particular object, he cannot be forced against his will by the votes of his fellow shareholders to continue to adventure his money on some quite different project or speculation.”"

To this we need to add the new one that the minority can't bind the majority to enter into an entirely new speculation!

Some potential negatives.

"7. A petitioner is not entitled to have a company wound up merely because the petitioner wishes to turn shares into money." [albeit shouldn't apply here as the company's purpose has come to an end]

and

"a natural reluctance to make winding up orders if there is a realistic alternative such as, for example, a buyout of one party’s shares by another." [hopefully this would mean cash rather than offering paper in another company which would the same as binding them into an entirely new speculation].

[andyr0503] 21/12/2018 09:02

I am hoping the Board will push through on a Just and equitable compulsory liquidation, given the votes in favour of the voluntary liquidation, as you say. But that will cost us all time and money.

[frazboy] 21/12/2018 08:30

... really? Only 8,000 shares voted against the liquidation (Thalassa excepted) - to my mind that means that DS will have his work cut out to get a Thalassa paper bid accepted unless it’s Hobson’s choice. Nobody wants his paper and the bid only works for him if it’s paper.

Plus, I thought corporate governance issues were stricter for main market listings - and I had assumed that Thalassa wouldn’t be compliant - I need to read this prospectus.

[andyr0503] 21/12/2018 08:22

To make its highly unattractive shares slightly less unattractive for using for bidding at an undervalue for LSR ? Exactly what I don’t want ! Happy to sell out at 30-31p for anyone interested ! Very disappointed.

[topvest] 21/12/2018 07:54

Oh, yes. Be interesting to see what the Prospectus says about their preference share dodge!

[frazboy] 21/12/2018 07:52

Thalassa listing on the main market as per this morning announcement. What's the logic behind that move?