The Local Shopping Reit Share Discussion Threads

[exbroker] 04/4/2019 12:49

Bad or sharp practice is not the same as bad advice, you could argue that its good advice if it gives you a legitimate advantage in a takeover battle. The buyback can be discontinued at any time there is no guarantee that it will be there after the deal completes if it indeed ever does. If they wanted shareholders of LSR to have access to that cash, then why not have it included in the mix and match option?
The terms are not any different because the buyback may or may not be operating if the deal is unconditional, DS will know the exact scale back of the cash element and therefore the likely demand for a buy back. This gives him the put and call, something I don’t want to do given my stated concerns about the governance of this company.

[deepvalue2015] 04/4/2019 12:29

@Exbroker you said 'buying your own shares during a takeover with a paper element just smacks of bad but legal practice at best.'
But isn't THAL being advised by finnCap and WHI? SO are you saying these guys are 'bad' brokers or giving ' bad' advice?
I note that the buyback as Kooba points out has been ongoing for some time and not implemented as part of the LSR bid. However the impact of this is not just buying in shares at a discount to THALs NAV (which creates value for THAL s/h) but also gives a firm exit option for LSR s/h who dont want to hold shares post t/o.

LSR keep banging on about fulfilling the strategy approved by shareholders in July 2013. However at that time, the LSR NAV was 46p (as at March 2013 Interims Report: RNS Number : 7388F page 1). So after expecting a 46p payout, now 6 years on (2 years past the disposal timeline), s/h are now being offered less than 32p (unconfirmed by the LSR Board) 30% less. Surely it wouldn't have been approved had we known this would be the outcome.

I would like to ask posters if they know of any reason while LSR will be 'holding back' on the sale of 3 properties in order to maintain the company's REIT status, if in fact the company is being liquidated?(RNS Number : 6416T pg 3)

LSR has also claimed that 'An updated net asset value figure would require a revaluation of the Company's remaining property portfolio to RICS standards by an independent valuer in accordance with Rule 29', would be impracticable. (RNS Number : 6416T pg 3) But why is this the case, given the number of properties left on the books? Surely more clarity would be cheaper that a court battle? (albeit the latter potentially at the Board's personal expense.)

[kooba] 04/4/2019 09:12

As a poison pill to protect Thalassa from aggressive stake building during the TO period (as they are trading at a big discount to book) ...as stated in listing doc.All shareholders treated equally the day after issue the voting position was exactly the same. Only new buyers did not get the prefs.For the record I am against poison pill measures that protect company's from takeover ..and I related my thoughts to the company directly.But the issue did not give DS control.I am pleased they are to be extinguished post acquisition and hope they are extinguished if this deal does not go through.

[gbjbaanb] 04/4/2019 08:04

Scroll back a few weeks and read the comments, it's been clearly explained already

[frazboy] 04/4/2019 08:03

Kooba - why did he issue them?

[kooba] 04/4/2019 06:25

Ok please explain how the preference share issue gave DS voting control.

[sleepy] 03/4/2019 21:26

As Exbroker said above

“BVI registration, a highly unusual preference share structure to give DS voting control and a standard listing are not signs of a quality company.
Every alarm bell is ringing”

[nicholasblake] 03/4/2019 20:57

Stemis, If offer fails I think That restricted to buy something like 1% p.a.. Hence the offer.

[kooba] 03/4/2019 17:10

No they haven't or there would have had to be full cash alternative at highest price paid during that period.

[kooba] 03/4/2019 17:09

HaI too have city background as director of regulated securities and corporate finance houses and nomad...but you will have to take my word for that ..I suppose I could have conjured an avatar to make me look special ...but Kooba was the name of my Bengal cat when I set up this account 10 years ago.Why cash..well I looked at the terms and I managed to work out that was the most advantageous based on THAL price.I also worked out that I will still get a slug of THAL stock which I am fine with...though I have previously posted that I have sold down my THAL holdings to buy LSR as a cheap way back in.Less of the stupid Maxwell jibes and use of dodgy and manipulation is uncalled for and cheap.The share buyback has been operation for a long time and well before the offer was made ..it is now operating at the same levels as before the offer was made..I also note there are very few sells printing just now and a number of the previous ones were me arbbing my position. So is the price under pressure?What you do have with THAL is a declared buyer of Ms of shares in the wings...not many counters have that.Yes I have vested interest mostly in LSR and I want the deal to go through as it seems the best deliverable exit.DYO homework but keep to the facts.

[stemis] 03/4/2019 17:08

I don't think that THAL have bought any shares in LSR in the last 12 months so they are not constrained by previous prices they've paid.

[frazboy] 03/4/2019 17:07

'...never had a share buyback during a takeover, I am surprised the Panel have allowed it.'Surprised? I'm amazed. I'm going to write to the takeover panel to query why this is an acceptable practice.

[exbroker] 03/4/2019 16:50

So kooba you have a vested interest in talking your own book.
If THAl is such a great company why have you gone for max cash????
I am very familiar with the takeover code the clue is in my name!
The point about buying your own shares during a takeover with a paper element just smacks of bad but legal practice at best. The share price should be left to find its own level, there is no borrow so there is no shorting on the arbitrage. If there is £6m for buy backs for the shares, then let’s see more or all of it on offer to shareholders in LSR.
BVI registration, a highly unusual preference share structure to give DS voting control and a standard listing are not signs of a quality company.
Every alarm bell is ringing
Why would you want paper in THAL??
If they go over 30% then it becomes a rule 9 and they have to offer the highest price they have paid in the previous 12 months.
I have stated facts which ones do you not agree with. Captain Bob did not have this much imagination, he never had a share buyback during a takeover, I am surprised the Panel have allowed it.

[kooba] 03/4/2019 16:03

If they go over 30% would trigger offer for all the outstanding at matching price.So if they fail and block the LSR board's liquidation suppose they could go over 30% through market purchases in mid 20s and offer that for whole company then being the only way for shareholders to exit?

[gfrae] 03/4/2019 15:47

Stemis, it would be a lot cheaper for Thalassa, and would not dilute Thal shareholders, if they were to do so.
(Assuming they can buy at around these prices)

[frazboy] 03/4/2019 15:21

Do you work for Thalassa, Kooba?

[stemis] 03/4/2019 15:20

I'm not update unfortunately with listing rules these days but, if their offer fails, is there anything to stop THAL buying in the market/making a tender offer for shares in LSR? I'm guessing it wouldn't take much more than a low 40% holding for them to be able to wrestle control of the board from the current incumbents. That's not much more than the current level of acceptances.

[kooba] 03/4/2019 15:09

I didn't say seemingly..it's rather binary they are fully compliant with the appropriate securities law , talk of dodgy and manipulation and maxwell comparisons is very inappropriate but I'm sure THAL knows that a simple NPO can get the identity of posters from advfn very easily if they take it to levels that can be construed as trying to have an adverse reputational impact during a takeover.

[frazboy] 03/4/2019 14:46

They are seemingly complying with the law Kooba - that's the most complimentary thing you can say about their activities

[kooba] 03/4/2019 14:11

And a legal challenge.Amazing that people think THAL should have no say in LSR distribution and future..only the largest holder.Seems easy to blame THAL for current position but they have acted correctly to the letter of the law...whilst the LSR management it appears have refused to engage and find an acceptable way forward , knowing full well that THAL could block their distribution..so ran into a wall.You do not have to pull THAL acceptance to vote in favour of liquidation...quite clear and THAL have pointed this out.Amazing that people will trust an incompetent LSR management to eventually get any more than 30p out of this.

[stemis] 03/4/2019 13:03

We won't get any payment just on passing the motion. That requires approval of the court.

[exbroker] 03/4/2019 12:38

hindsight
You have it exactly.
Let’s hope that the motion is passed and we get a substantial interim payment, I am hoping for at least 27p per share.
For those who have accepted the THAL offer you can withdraw your acceptance.

[tabhair] 03/4/2019 11:48

The big problem for Soukup here is that he's already put so much money into this, he will feel that he can't abandon the attempt now. Unfortunately, that does mean that both LSR and THAL shareholders will suffer as good money gets incinerated on all the costs and fees of the attempted takeover. Sums of half a million here, and half a million there is a material amount for for both companies (THAL market cap £14M, LSR market cap £23M).

Quite frankly, the whole thing has left me with a very dim view of Soukup.