Possible offer (the Possible Offer) for The Local Shopping REIT plc (LSR) by Thalassa Holdings Ltd
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE
POSSIBLE OFFER (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR
INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR,
THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
Basis of access to the Micro-Site
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice
applies to all persons who view the Micro-Site. This notice may be amended or updated by Thalassa from time to
time and, accordingly, it should be read carefully in full each time you wish to view the Micro-Site. In
addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may
be amended at any time in whole or in part at the sole discretion of Thalassa.
Any person seeking access to the Micro-Site represents and warrants to Thalassa that they are doing so for
information purposes only. Making the Information available does not constitute an offer to sell or the
solicitation of an offer to buy shares in LSR. Further, it does not constitute a recommendation by Thalassa or
any other party to sell or buy securities in LSR.
The Possible Offer does not represent a firm intention to make an offer under Rule 2.7 of the City Code on
Takeovers and Mergers and there can be no certainty that any offer will ultimately be made.
LSR shareholders should seek advice from an independent financial adviser as to the suitability of any action
for the individual concerned in connection with the Possible Offer. Any shareholder action required in
connection with the Possible Offer will be set out in documents sent to or made available to LSR shareholders
and any decision made by such shareholders should be made solely on the basis of information provided in those
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by
applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the
Information. Any person resident outside the United Kingdom who wishes to view the Information must first
satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from
Copies of any documents relating to the Possible Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from the United States,
Canada, Australia or Japan or any other jurisdiction where to do so may result in a significant risk of civil,
regulatory or criminal exposure for Thalassa or LSR (a Restricted Jurisdiction). Persons receiving such
documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions
and must not mail or otherwise forward, transmit, distribute or send them in or into or from the United States,
Canada, Australia or Japan or any other Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information
would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download
or view the Information, please exit this webpage by clicking on the "I disagree" box below.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or an
invitation to purchase or subscribe for any securities in Thalassa or the solicitation of an offer to buy or
subscribe for any securities in Thalassa.
Any securities to be issued by Thalassa in connection with the Possible Offer have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities laws
of, or of any state, district, province or other jurisdiction of, the United States, Canada, Australia or Japan
or any other Restricted Jurisdiction. No regulatory clearances in respect of such Thalassa securities have
been, or will be, applied for in any state, province, territory or jurisdiction other than the United Kingdom.
Accordingly, unless an exemption under relevant securities laws is applicable, such Thalassa securities are not
being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any other Restricted Jurisdiction, or
to or for the account or benefit of any US Person (as defined in Regulation S under the Securities Act) or
resident of Canada, Australia or Japan.
Forward looking statements
The Information may contain "forward-looking statements" relating to LSR and/or Thalassa and the business
sectors in which they operate. Generally, the words will, may, should, continue, believes, expects, intends,
anticipates, forecast, plan and project or similar expressions identify forward-looking statements. Such
statements reflect relevant current views with respect to future events and are subject to risks, assumptions
and uncertainties that could cause the actual results to differ materially from those expressed or implied in
the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in
general economic and business conditions, introduction of competing products and services, lack of acceptance
of new products and services and the behaviour of other market participants. Thalassa cannot give any assurance
that the forward-looking statements will prove to have been correct. The reader should not, therefore, place
undue reliance on these forward-looking statements, which speak only as of the date of the relevant
document(s). Thalassa does not undertake any obligation to update or revise publicly any of the forward-looking
statements set out in the Information, whether as a result of new information, future events or otherwise,
except to the extent legally required.
In relation to any Information, the only responsibility accepted by the directors of Thalassa is for the
correctness of its reproduction, unless the responsibility statement in any relevant document expressly
Neither Thalassa nor its affiliated companies have reviewed and none of them is responsible for, or accepts
any liability in respect of, any information on any other website that may be linked to this website by a third
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek
your own financial advice from an independent financial adviser authorised under the Financial Services and
Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised
independent financial adviser.
finnCap Ltd (finnCap), which is regulated by the Financial Conduct Authority, is acting as financial adviser
to Thalassa and no one else in connection with the Possible Offer. In connection with such matters, finnCap,
its affiliates and its or their respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone other than Thalassa for providing the
protections afforded to their clients or for providing advice in relation to the Possible Offer or any other
matter referred to in the Information.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON
EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing
the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or
acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in
any jurisdiction if to do so would breach any applicable law or regulation.
If you click "I disagree" below, we will be unable to provide you with access to the Information and
you will be redirected to Thalassa’s homepage.