Thalassa Holdings Limited (AIM:THAL) made an offer to acquire remaining 74.5% stake in The Local Shopping REIT plc (LSE:LSR) for £20.2 million on February 6, 2019. Pursuant to the terms of offer, Thalassa will pay a combination of £0.1464 in cash and 0.26 Thalassa consideration share for each share of LSR. The offer will include a mix and match facility that allow LSR shareholders to elect to vary the proportion in which they receive cash and Thalassa consideration shares. However, mix and match facility will not result in an increase in either the total number of Thalassa consideration shares being issued or the maximum aggregate amount of cash being paid under the offer. The cash portion of the consideration will be financed from existing cash resources of Thalassa. If Thalassa receives valid acceptance from 75% shareholders of LSR then Thalassa intends to retain REIT status of LSR. If Thalassa receives valid acceptance from 90% shareholders of LSR, then Thalassa will acquire the remaining shares via compulsory acquisition and re-register LSR as a private company. The costs incurred by LSR in connection with the Thalassa offer are estimated at between £0.43 million and £0.52 million. The Board has received advice on the likely costs of a Court application to wind up the Company and believes these to be reasonable.

If the offer becomes unconditional, Thalassa will seek resignation of each existing LSR Director and the appointment of Thalassa nominees as Directors of LSR. The offer is conditional upon Thalassa receiving valid acceptances of the Offer in respect of more than 50% of the voting rights in LSR. The admission to the Official List of the Thalassa consideration shares to be issued in connection with the Offer becoming effective in accordance with the Listing Rules and the admission of such shares to trading becoming effective in accordance with the admission and disclosure standards of the London Stock Exchange. As on February 6, 2019, the board of LSR recommended to its shareholders to not to take any action on the offer at the present time. If the offer becomes or is declared unconditional in all respects, the offer will remain open for acceptances for at least 14 days following the date on which the offer becomes or is declared unconditional in all respects. As of March 6, 2019, offer document is published and sent to the shareholders of LSR. As of March 12, 2019, the Board of LSR announced that shareholder meeting will held on April 5, 2019 and the Board will recommend shareholders to reject Thalassa's offer and vote in favor of Board's plan to liquidate LSR. The offer is open for acceptance till March 27, 2019. As of March 21, 2019, the Board continues strongly to advise LSR shareholders to seek a full cash exit by ignoring Thalassa's Offer and voting in favour of the resolution to be proposed at the general meeting of the Company to be held on April 5, 2019, which authorises the Board to take appropriate action to seek to liquidate LSR and make a full cash return to LSR shareholders to achieve the mandated outcome of the LSR investment policy, including petitioning the Court for the winding-up of the Company. The earliest date that Thalassa could close its Offer as to acceptances is now on April 10, 2019, after the general meeting has taken place. As of April 11, 2019, offer remain subject to the terms and conditions and will remain open to acceptances till next closing date April 24, 2019. As of April 25, 2019, the offer period is being extended and therefore will remain open for acceptances until May 1, 2019. As of May 2, 2019, the offer has been extended till May 3, 2019. As of April 11, 2019, Thalassa either owned or had received valid acceptances of the Offer in respect of a total of 33,255,278 LSR Shares, representing approximately 40.3 per cent. of the current issued share capital of LSR. As of April 17, 2019, the Board of LSR recommends the shareholders who have so far ignored Thalassa's offer continue to do so, and those LSR shareholders who have previously accepted Thalassa's offer to withdraw their acceptance.

Henrik Persson, Marc Milmo, Scott Mathieson and Max Bullen-Smith of FinnCap Ltd. and Chris Fielding of WH Ireland Limited acted as financial advisors for Thalassa. John Stephan and Susan Jarram of BDO LLP acted as financial advisors to The Local Shopping REIT.

Thalassa Holdings Limited (LSE:THAL) cancelled the acquisition of remaining 74.5% stake in The Local Shopping REIT plc (LSE:LSR) on May 3, 2019. The offer is lapsed due to non-fulfilment of minimum tender condition.