REG - Town Centre Secs. - Announcement of Tender Offer

Town Centre SecuritiesAnnouncement

15/07/2022 07:00

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RNS Number : 5705S  Town Centre Securities PLC  15 July 2022

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014

15 July 2022

 

Town Centre Securities PLC

('The Company' or 'TCS')

Announcement of Tender Offer

Town Centre Securities PLC (the "Company" or "TCS") hereby announces that it
intends to return up to £7.40 million to shareholders by way of a tender
offer for cash with Liberum Capital Limited ("Liberum") acting as principal
(the "Tender Offer").

It is proposed that up to 4,000,000 Ordinary Shares be purchased under the
Tender Offer, representing approximately 7.61 per cent. of the issued share
capital of the Company, at a price of 185.0p per Ordinary Share (the "Tender
Price").

The Tender Price represents a premium over the price of Ordinary Shares, as
follows:

o    a premium of 31.6 per cent. (31.6%) to the average of the Company's
Ordinary Shares closing price of 140.6p for the 30 Business Days to 14 July
2022 (being the Latest Practicable Date); and

o    a premium of 19.4 per cent. (19.4%) to the Company's Ordinary Shares
closing price of 155.0p on 14 July 2022 (being the Latest Practicable Date).

Qualifying Shareholders may tender some or all of their Ordinary Shares, with
a Guaranteed Entitlement to tender 7.61% of the Ordinary Shares held by them
at the Record Date, rounded down to the nearest whole number.

A circular explaining the terms of a Tender Offer (the "Circular") will today
be posted to Shareholders and published on the Company's website at
www.tcs-plc.co.uk.

Capitalised terms and expressions shall have the same meanings as those
attributed to them in the Circular.

Tender Offer

Expected timetable of events

 Announcement of the Tender Offer, publication of this Circular and the Notice    15 July 2022
 of General Meeting
 Tender Offer opens                                                               18 July 2022
 Latest time and date for receipt of Forms of Proxy                               10.00 a.m. on 6 August 2022
 General Meeting                                                                  10.00 a.m. on 8 August 2022
 Announcement of results of the General Meeting                                    8 August 2022
 Latest time and date for receipt of Tender Forms and share certificates in       1.00 p.m. on 8 August 2022
 relation to the Tender Offer (i.e. close of Tender Offer)
 Latest time and date for receipt of TTE Instructions in relation to the Tender   1.00 p.m. on 8 August 2022
 Offer (i.e. close of Tender Offer)
 Tender Offer Record Date                                                         6.00 p.m. on 8 August 2022
 Announcement of results of the Tender Offer                                      10 August 2022
 Purchase of Ordinary Shares under the Tender Offer                                10 August 2022
 CREST accounts credited for revised, uncertificated holdings of Ordinary         by 15 August 2022
 Shares
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated   by 24 August 2022
 Ordinary Shares
 Cheques despatched in respect of Tender Offer proceeds for certificated          by 24 August 2022
 Ordinary Shares
 Return of share certificates in respect of unsuccessful tenders of               by 24 August 2022
 certificated Ordinary Shares
 Despatch of balancing share certificates (in respect of certificated Ordinary    by 24 August 2022
 Shares) for revised, certificated holdings in the case of partially successful
 tenders

 

Background to and reasons for the Tender Offer

Subject to the passing of the Tender Offer Resolution by Shareholders at the
General Meeting as a special resolution, the Directors will give Qualifying
Shareholders the opportunity to tender Ordinary Shares through the Tender
Offer for cash. The Tender Offer Resolution will give the Directors authority
to return a maximum amount of up to £7.40 million to Shareholders at a fixed
price of 185.0p per Ordinary Share.

Over the last 30 months the Company has successfully embarked on a substantial
disposal programme to degear and strengthen its balance sheet whilst also
reducing the Company's exposure to retail and leisure tenants. The disposal
proceeds have in the main been applied to repay bank borrowings and buy £9.9
million of the Company's debenture stock, which was subsequently cancelled.
This has resulted in the Company having significantly lower levels of gearing,
increased loan to value headroom on its individual bank facilities, as well as
surplus free cash.

While the Company intends to continue to maintain a robust and prudent balance
sheet, as well as evaluating further investment opportunities, the Directors
believe that it is now appropriate to return further surplus of cash to
Shareholders.

Over the last three years the underlying share price of an Ordinary Share in
the Company has traded at a significant discount to the Net Tangible Asset
("NTA") value of an Ordinary Share in the Company (last reported NTA per
Ordinary Share - 305p per Ordinary Share, stated as at 31 December 2021).
Given the wide discount, the Board believes the share price discount to its
NTA is unjustified and believes that it is in the best interests of all
Shareholders to take steps to reduce this discount. A return of cash to
shareholders by way of the Tender Offer which is being made will be both
accretive to NTA and earnings at a per share level for any remaining Ordinary
Shareholder.

The Board regularly reviews capital allocation to optimise long-term returns
for shareholders and has explored various options for returning cash to
Shareholders and has determined that the Tender Offer to be made at an
appropriate premium to the price per Ordinary Share on the Latest Practicable
Date would be the most suitable way of returning capital to Shareholders in a
quick and efficient manner, taking account of the relative costs, complexity
and timeframes of the possible methods, as well as the likely tax treatment
for and equality of treatment of Shareholders. Further information on the UK
tax treatment of the Tender Offer for Shareholders is contained in Part VI of
the Circular.

The Board of Directors of the Company considers the Tender Offer to be
beneficial to the Shareholders as a whole, including, among other reasons, in
that the Tender Offer:

·    is available to all Qualifying Shareholders regardless of the size of
their holding;

·    the Tender Price represents a premium over the price of Ordinary
Shares, as follows:

o    a premium of 31.6 per cent. (31.6%) to the average of the Company's
Ordinary Shares closing price of 140.6p for the 30 Business Days to 14 July
2022 (being the Latest Practicable Date); and

o    a premium of 19.4 per cent. (19.4%) to the Company's Ordinary Shares
closing price of 155.0p on 14 July 2022 (being the Latest Practicable Date).

·    provides Qualifying Shareholders who wish to reduce their holdings of
Ordinary Shares with an opportunity to do so at a market-driven price with a
premium;

·    permits Shareholders who wish to retain their current investment in
the Company and their Ordinary Shares to do so, as no Shareholder is required
to participate in the Tender Offer, and thus providing Shareholders with
flexibility; and

·    will reduce the number of Ordinary Shares in issue, and so should,
assuming earnings and net asset values of the Group's properties stay the
same, have a positive impact on the Group's net asset value per share and
earnings per share as the Company intends to cancel all of the Ordinary Shares
acquired in connection with the Tender Offer.

The Tender Offer is being made in addition to the share buy-back programme
announced by the Company on 6 January 2022 (the "Buy-Back Programme").
Pursuant to the Buy-Back Programme, the Company may repurchase Ordinary Shares
of up to a total value of £5.0 million pursuant to the Company's general
authority to repurchase Ordinary Shares granted by Shareholders at the
Company's annual general meeting held on 29 December 2021, up to a maximum of
7,916,246 Ordinary Shares. Since launching the Buy-Back Programme, the Company
has acquired 244,378 Ordinary Shares. Any Ordinary Shares that have been
repurchased via the Buy-Back Programme were purchased by Liberum, acting as
principal, for cancellation. As previously announced by the Company, the
Company intended for the Buy-Back Programme to continue until the end of the
Company's financial year ending 30 June 2022. Consequently, as at the date of
the Circular, the Buy-Back Programme is deemed to have been discontinued.

Current trading and prospects of the Group

On 14 July 2022, the Company announced a trading update for its financial year
ended 30 June 2022, together with its announcement of the sale of its equity
investment in YourParkingSpace Limited, the parking space platform (the
"Trading Update"). An extract from the Trading Update is reproduced below:

Year End Trading Update

·    Robust rent collections for the 24 March 2022 and 1 April 2022
quarter dates:

o  99.5% collected

o  0.1% agreed to be deferred and still outstanding

o  0.4% outstanding with no agreement with the tenant

·    Car Park revenue back to 89.1% of pre-Covid 19 levels.

·    ibis Styles hotel occupancy levels remain significantly better than
during the Covid period, and the hotel is on course to make its highest
contribution to overall Group profits since 2017.

·    Submission in April 2022 of the Whitehall Riverside Masterplan in
conjunction with our joint venture partner, Glenbrook.

·    TCS has also sold, subject to planning, its two Port Street,
Manchester surface car parks, both of which form part of the Company's wider
Piccadilly Basin development site. Completion of the sale is likely to occur
in October 2022, subject to planning permission being granted. The total
consideration of £13.0m is not materially different to the 31 December 2021
carrying value of these properties.

·    TCS also recently submitted a pre-application presentation to Leeds
City Council in relation to the existing consented 100MC office building and a
three-storey vertical extension to Wade House, both at the Merrion Centre,
with a view to delivering a further 1,078 student accommodation units.

There has been no change in the Board's assessment of the matters described
above since release of the Trading Update.

Sale of Investment in YourParkingSpace

In the same announcement made on 14 July 2022, the Company also announced the
unconditional sale of its equity investment in YourParkingSpace Limited
("YPS") to Flowbird SAS for total cash consideration (net of fees and
associated deal costs) of up to £20.7m (the "YPS Sale").

The consideration for the Sale comprises the following:

o  Initial net cash consideration for the Company's equity shareholding of
£9.6m

o  Deferred consideration of £7.5m in aggregate, due in two instalments:
£4.4m 12 months after completion of the sale, and £3.1m after 24 months

o  A final contingent element of cash consideration, based on the trading
performance of YPS in the 14 month period following completion of the Sale, of
up to £3.6m

In addition, the Company will receive repayment in full (including all accrued
interest) of the amounts loaned to YPS, comprising a gross cash receipt of
£1.95m.

At 31 December 2021, the book value of the Company's investment in the YPS
equity stake was £1.47m, with an additional £1.53m loan to YPS. The Sale
will be accretive to both NTA and earnings for the Group, and the disposal
proceeds will further reduce net borrowings and will be redeployed into other
accretive opportunities in due course.

As stated in the Trading Update, the Board was encouraged by another year of
recovery for the Group's business, with robust rent collection and further
successes as the Company sought to reset and reinvigorate the business for the
future. Over the coming months the Board hopes to be able to announce the
completions of the Whitehall Riverside and Piccadilly basin development site
sales. These sales, together with consideration from the YPS Sale, will allow
the Company to continue to strengthen the Group's balance sheet through
lowering the level of absolute debt and leverage, whilst investing in the
Group's development pipeline and making further strategic investments.

Principal Terms of the Tender Offer

Liberum will implement the Tender Offer by acquiring, as principal, the
successfully tendered Ordinary Shares at the Tender Price. Ordinary Shares
purchased by Liberum pursuant to the Tender Offer will be purchased by Liberum
as principal and such purchases will be market purchases in accordance with
the provisions of the Act and the rules of the London Stock Exchange and the
FCA. Immediately following completion of the Tender Offer, Liberum shall sell
such Ordinary Shares to the Company, at a price per Ordinary Share equal to
the Tender Price, pursuant to the Repurchase Agreement. Purchases of Ordinary
Shares by the Company pursuant to the Repurchase Agreement will also be market
purchases in accordance with the provisions of the Act and the rules of the
London Stock Exchange and the FCA. All of the Ordinary Shares purchased by the
Company pursuant to the Repurchase Agreement in connection with the Tender
Offer will be cancelled. Further details on the Repurchase Agreement are set
out in Part V of the Circular.

Qualifying Shareholders must consider carefully all of the information
contained in the Circular as well as their personal circumstances when
deciding whether to participate in the Tender Offer.

The maximum number of Ordinary Shares that may be purchased under the Tender
Offer will equate to seven point six one per cent (7.61%) of the Issued
Ordinary Share Capital at the Tender Offer Record Date. As at 14 July 2022,
being the Latest Practicable Date, there are 52,530,599 Ordinary Shares in
issue with no shares being held in treasury. The Tender Offer is conditional
on, among other matters, the receipt of valid Tenders in respect of at least
525,306 Ordinary Shares (representing approximately one per cent. (1%) of the
Company's issued share capital as at the Latest Practicable Date) by 1.00 p.m.
on the Closing Date.

Assuming the maximum number of Ordinary Shares is validly tendered, up to 4
million (4,000,000) Ordinary Shares may be purchased under the Tender Offer
for a maximum aggregate consideration of up to £7.40 million. If such maximum
number of Ordinary Shares that may be tendered is repurchased by the Company
for cancellation pursuant to the Tender Offer, the total number of Ordinary
Shares of the Company in issue following such cancellation will be 48,530,599.

The Tender Offer has no impact on the payment of the 2.5p per Ordinary Share
interim dividend which was paid on 24 June 2022 to Shareholders who were on
the Register on 20 May 2022, being the record date for such interim dividend.

How to participate in the Tender Offer

Qualifying Shareholders are not obliged to tender any Ordinary Shares if they
do not wish to do so. If no action is taken by Qualifying Shareholders, there
will be no change to the number of Ordinary Shares that they hold and they
will receive no cash as a result of the Tender Offer.

Each Qualifying Shareholder who wishes to participate in the Tender Offer is
entitled to submit a tender to sell some or all of their Ordinary Shares.

The total number of Ordinary Shares tendered by any Qualifying Shareholder
should not exceed the total number of Ordinary Shares registered in the name
of that Qualifying Shareholder at the Record Date. For example, a Qualifying
Shareholder may decide to tender fifty per cent. (50%) of their Ordinary
Shares, but if a Qualifying Shareholder returned a tender purporting to offer
for sale more than one hundred per cent. (100%) of their Ordinary Shares, they
would be deemed to have tendered only the number of Ordinary Shares actually
owned by that Shareholder on the Record Date, with the tender in respect of
any additional shares being deemed invalid.

The Tender Offer will open on 18 July 2022 (unless such date is altered by the
Company in accordance with the Tender Offer). The Tender Offer will close at
1.00 p.m. on 8 August 2022 and tenders received after that time will not be
accepted (unless the Closing Date is extended by the Company in accordance
with the Tender Offer).

Tender Forms which have been, or are deemed to be, validly and properly
completed (for Ordinary Shares held in certificated form) and submitted to
Link Group acting as Receiving Agent and TTE Instructions which have settled
(for Ordinary Shares held in uncertificated form) will become irrevocable and
cannot be withdrawn at or after 1.00 p.m. on 8 August 2022.

Purchase of Ordinary Shares

Successfully tendered Ordinary Shares will be purchased from Qualifying
Shareholders by Liberum (acting as principal), free of commission and dealing
charges.

Following the purchase of any Ordinary Shares from Qualifying Shareholders by
Liberum, acting as principal, such Ordinary Shares will be repurchased by the
Company from Liberum pursuant to the terms of the Repurchase Agreement and
subsequently will be cancelled by the Company. Any rights of Qualifying
Shareholders who do not participate in the Tender Offer will be unaffected by
the Tender Offer.

All Shareholders who tender Ordinary Shares will receive the Tender Price,
subject, where applicable, to the scaling-down arrangements described below
and set out in full in paragraphs 2.14 to 2.17 of Part V of the Circular.

If more than 4 million Ordinary Shares are validly tendered by Qualifying
Shareholders and the Tender Offer is oversubscribed, acceptances of validly
tendered Ordinary Shares will be scaled-down to determine the extent to which
individual tenders are accepted. Accordingly, where scaling-down applies,
beyond a Qualifying Shareholder's Guaranteed Entitlement (as defined in
paragraph 2.6 of Part II of the Circular) there is no guarantee that all of
the Ordinary Shares which are tendered by Qualifying Shareholders will be
accepted for purchase.

Guaranteed Entitlement

Tenders in respect of approximately seven point six one per cent. (7.61%) of
the Ordinary Shares held by each Qualifying Shareholder on the Record Date
will be accepted in full at the Tender Price and will not be scaled down even
if the Tender Offer is oversubscribed. This percentage is known as the
"Guaranteed Entitlement". Qualifying Shareholders may tender such number of
Ordinary Shares in excess of their Guaranteed Entitlement up to the total
number of Ordinary Shares held by each Qualifying Shareholder on the Record
Date ("Excess Entitlement") and, to the extent that other Qualifying
Shareholders do not tender any of their Ordinary Shares or tender less than
their Guaranteed Entitlement, those Qualifying Shareholders may be able to
such Excess Entitlement through the Tender Offer. However, if the Tender Offer
is oversubscribed, the tender of any such Excess Entitlement will only be
successful to the extent that other Shareholders have tendered less than their
Guaranteed Entitlement and may be subject to scaling-down.

Circumstances in which the Tender Offer may not proceed

There is no guarantee that the Tender Offer will take place. The Tender Offer
is conditional on the passing of the Tender Offer Resolution as set out in the
Notice of General Meeting and on satisfaction of the other Tender Conditions
specified in Part V of the Circular. In particular, the Tender Offer is
conditional on the receipt by 1.00 p.m. on the Closing Date of valid Tenders
in respect of at least 525,306 Ordinary Shares (representing approximately one
per cent. (1%) of the Company's issued share capital as at the Latest
Practicable Date).

The Company has reserved the right at any time prior to the announcement of
the results of the Tender Offer, with the prior consent of Liberum, to extend
the period during which the Tender Offer is open and/or vary the aggregate
value of the Tender Offer, based on market conditions and/or other factors,
subject to compliance with applicable legal and regulatory requirements. The
Company has also reserved the right, in certain circumstances, to require
Liberum not to proceed with the Tender Offer. Any such decision will be
announced by the Company through a Regulatory Information Service.

To the extent that Qualifying Shareholders tender for significantly less than
the total amount that may be returned to Shareholders pursuant to the Tender
Offer, or where the Company decides not to proceed with the Tender Offer, the
Company will consider alternative options regarding how best to deploy any
such cash surplus or to return these funds to Shareholders, including by way
of a share buyback programme, taking into consideration the then prevailing
market conditions and other relevant factors at the relevant time.

General Meeting to approve the Tender Offer Resolution

The Tender Offer requires the approval by Shareholders of the Tender Offer
Resolution at a General Meeting of the Company. For this purpose, the Company
is convening a General Meeting for 10.00 a.m. on 8 August 2022 to consider
and, if thought fit, pass the Tender Offer Resolution to authorise and to
approve the terms under which the Tender Offer will be effected.

The Tender Offer Resolution must be passed on a poll by at least seventy-five
per cent. (75%) of those Shareholders present in person or by proxy and
entitled to vote at the General Meeting. The Company will not purchase
Ordinary Shares pursuant to the Tender Offer unless the Tender Offer
Resolution is duly passed.

A summary of action to be taken by Shareholders is set out in paragraph 7 of
Part II of the Circular, together with the notes to the Notice of General
Meeting as set out in Part IX of the Circular.

Tax

Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Part VI of the Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK, or
who are in any doubt as to the potential tax consequences of tendering their
Ordinary Shares under the Tender Offer, are strongly recommended to consult
their own independent professional advisers before tendering their Ordinary
Shares under the Tender Offer.

Overseas Shareholders

The attention of Shareholders who are not resident in, or nationals or
citizens of the United Kingdom is drawn to paragraph 6 of Part V of the
Circular.

Share Plans

The Company operates an All Employee Share Incentive Plan ("SIP") approved by
Shareholders in 2003. Participants in the SIP who are also Qualifying
Shareholders may participate in the Tender Offer in accordance with the terms
and conditions of the Tender Offer set out in the Circular.

As at the Latest Practicable Date, TCS Trustees Limited, in its capacity as
trustee of the SIP, held 55,239 Ordinary Shares on behalf of all participants
in the SIP, representing approximately zero point one per cent. (0.1%) of the
Company's issued Ordinary Share capital. The Tender Offer will not affect the
terms and conditions of the SIP, or the rights of the participants in the SIP.

The Company has no other share option or warrant schemes currently in
operation and there are no outstanding or unexercised options or warrants to
subscribe for Ordinary Shares as at the Latest Practicable Date.

Actions to be taken

General Meeting

Whether or not you intend to attend the General Meeting, you are urged to
complete, sign and return the Form of Proxy in accordance with the
instructions printed thereon and the notes to the Notice of General Meeting.
To be valid, a proxy appointment must be received by post or by hand (during
normal business hours only) by the Company's Registrar at Link Group, 10th
Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as
possible and, in any event, not later than 10.00 a.m. on 6 August 2022 (or, in
the case of an adjournment of the General Meeting, not later than 48 hours
before the time fixed for the holding of the adjourned meeting).

If you hold Ordinary Shares in CREST, you may appoint a proxy by completing
and transmitting a CREST Proxy Instruction (in accordance with the procedures
set out in the CREST Manual) to the Registrar, under CREST participant ID
number RA10. Alternatively, you may give proxy instructions by logging onto
www.euroclear.com and following the instructions. Proxies appointed
electronically must be completed online as soon as possible and, in any event,
so as to be received by no later than 10.00 a.m. on 6 August 2022 (or, in the
case of an adjournment, not later than 48 hours before the time fixed for the
holding of the adjourned meeting).

Alternatively, you may appoint a proxy electronically using the link
www.signalshares.com. and following the instructions. You will need to log
into your Signal Shares account, or register if you have not previously done
so. To register, you will need your Investor Code, which is detailed on your
share certificate or available from the Company's Registrar, Link Group, 10th
Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Proxy votes must
be received no later than 10.00 a.m. on 6 August 2022 (or, in the case of an
adjournment, not later than 48 hours before the time fixed for the holding of
the adjourned meeting).

Completion and return of a Form of Proxy, the giving of a CREST Proxy
Instruction or the completion of a Form of Proxy online will not preclude
shareholders from attending and voting in person at the General Meeting, or
any adjournment thereof, (in each case, in substitution for their proxy vote)
if they wish to do so and are so entitled, subject to any legislation in force
temporarily limiting such rights.

Please read the notes to the Notice of General Meeting at the end of the
Circular for further details of the General Meeting, including the appointment
of proxies.

Participation in the Tender Offer

If you are a Qualifying Shareholder and hold your Ordinary Shares in
certificated form and you wish to tender all or any of your Ordinary Shares,
you should complete the Tender Form in accordance with the instructions
printed on it and in Part V of the Circular and return it by post in the
accompanying reply-paid envelope (for use in the UK only) or by hand (during
normal business hours only) to Link Group, Corporate Actions, 10th Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, together with your share
certificate(s) in respect of the Ordinary Shares tendered.

If you are a Qualifying Shareholder and hold your Ordinary Shares in
uncertificated form and you wish to tender all or any of your Ordinary Shares,
you should arrange for the Ordinary Shares tendered to be transferred into
escrow by not later than 1.00 p.m. on 8 August 2022 as described in paragraph
2.18 of Part V of the Circular/send the TTE Instruction through CREST so as to
settle by no later than 1.00 p.m. on 8 August 2022.

If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction, you require extra copies of the Circular, the Form
of Proxy and, or of the Tender Form, or you want help filling in the Form of
Proxy and, or Tender Form, please telephone Link Group on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09.00 - 17.30 Monday to Friday excluding public
holidays in England and Wales. Calls may be recorded and randomly monitored
for security and training purposes. Please note that for legal reasons the
Shareholder Helpline will only be able to provide information contained in the
Circular and the accompanying Form of Proxy and Tender Form and will be unable
to give advice on the merits of the Tender Offer or to provide financial,
investment or taxation advice.

If you do not wish to sell any of your Ordinary Shares in the Tender Offer, do
not complete and return the Tender Form or submit a TTE Instruction (as
applicable).

Notification of interests

Under the articles of association of the Company and applicable law,
Shareholders are required to notify the Company of their interests in Ordinary
Shares. Following the Company's purchase of Ordinary Shares from Liberum
pursuant to the terms of the Repurchase Agreement, and regardless of whether a
Shareholder tenders any or all of their Ordinary Shares pursuant to the terms
of the Tender Offer, the number of Ordinary Shares in which a Shareholder is
interested when taken as a percentage of the Company's aggregate issued
Ordinary Share capital as a whole may change, which may give rise to an
obligation under the DTRs on the part of such Shareholder to notify the
Company of their interest in Ordinary Shares within two days of becoming aware
of such change. Reference should also be made to section C of Part VI of the
Circular entitled Substantial Shareholders for further information regarding
the obligations applicable to all Shareholders.

If you are in doubt as to whether you should notify the Company, or as to the
form of that notification, please consult your professional adviser.

Concert Party and impact of Tender Offer

For the purposes of the Takeover Code, certain Directors and their families
and related trusts which are deemed by the Takeover Panel to be acting in
concert (together, the "Concert Party") 1  (#_ftn1) own, in aggregate,
27,347,485 Ordinary Shares representing approximately fifty two point one per
cent. (52.1%) of the issued Ordinary Share capital of the Company as at the
Latest Practicable Date.

Rule 9 of the Takeover Code applies to any person who acquires an interest in
shares which, whether by a series of transactions over a period of time or
not, when taken together with shares in which persons acting in concert with
him are interested carry thirty per cent. (30%) or more of the voting rights
of a company which is subject to the Takeover Code. Any such person is
required, in the absence of a waiver, to make a general offer to all
shareholders of that company and also to the holders of any other class of
transferable securities carrying voting rights to acquire their securities in
cash at not less than the highest price paid by such person, or by any person
acting in concert with him, for any interest in shares within the 12 months
prior to the offer. Such an offer under Rule 9 of the Takeover Code must also
be made, in the absence of a waiver, where any person who, together with
persons acting in concert with him, is interested in shares which in the
aggregate carry not less than thirty per cent. (30%) of the voting rights of a
company but does not hold shares carrying more than fifty per cent. (50%) of
such voting rights and such person, or any person acting in concert with him,
acquires an interest in any other shares which increase the percentage of
shares carrying voting rights in which he is interested.

Where such person is a director, or the group of persons acting in concert
includes directors, of a company, the acquisition of Ordinary Shares by the
Company through a Tender Offer would normally be treated as an acquisition for
the purposes of Rule 9, where it would have the effect of increasing the
percentage holdings of (but not necessarily the number of shares actually or
beneficially held by) that person or group of persons acting in concert,
depending on the level of take up of the Tender Offer and the identity of the
participating Qualifying Shareholders.

Having regard to: (a) the maximum number of Ordinary Shares that may be
acquired and cancelled by the Company under the Tender Offer and the
Repurchase Agreement; (b) the beneficial interests of the Concert Party in
Ordinary Shares disclosed to the Company as at the Latest Practicable Date;
and (c) the impact of the Irrevocable Undertakings received from certain
members of the Concert Party, the Board notes that the Concert Party will not,
in aggregate, hold less than fifty per cent. (50%) of the Ordinary Shares as
at completion of the Tender Offer.

Specifically, if the maximum number of Ordinary Shares are acquired for
cancellation pursuant to the Tender Offer, the aggregate holding of the
Concert Party may increase (depending on the level of take up of the Tender
Offer and the identity of the participating Qualifying Shareholders) and, in
any case, would not hold less than fifty per cent. (50%) of the issued share
capital of the Company.

Consequently, the application of Rule 9 of the Takeover Code in the current
circumstances and context of the Tender Offer would not result in the Concert
Party being subject to an obligation to make an offer for the Company.
Furthermore, Shareholders should be aware that, for so long as the Concert
Party's aggregate holding of the issued share capital of the Company remains
above fifty per cent. (50%) (which would be the case even if the maximum
number of Ordinary Shares is validly tendered and accepted under the Tender
Offer), the Concert Party will remain free to increase its shareholding
without being subject to any obligation to make a general offer to all
Shareholders to purchase their Ordinary Shares under Rule 9 of the Takeover
Code. Furthermore, individual members of the Concert Party would be free to
purchase further Ordinary Shares to take their personal holdings to 29.9 per
cent. (29.9%) of the issued Ordinary Share capital of the Company without
incurring an obligation to make a general offer to all Shareholders to
purchase their Ordinary Shares under Rule 9 of the Takeover Code.

If at any time after completion of the Tender Offer: (i) the Concert Party's
aggregate holding of the issued share capital of the Company falls below fifty
per cent. (50%) but not less than thirty per cent. (30%); and (ii) the Concert
Party subsequently acquires more voting rights, then the Concert Party will
normally be required by the Takeover Panel to make a general offer to purchase
all shares from all shareholders of the Company pursuant to and in accordance
with Rule 9 of the Takeover Code, unless an exempting condition applies, or if
a dispensation or waiver from the Takeover Panel is obtained (where available)
and, if required, such dispensation or waiver is approved by Shareholders.

Board intentions to tender Ordinary Shares

Each of the Directors who are also Shareholders have confirmed that they do
not intend to tender any of their current individual beneficial holding of
Ordinary Shares through the Tender Offer. In this regard, the Company has
received irrevocable undertakings from each of Edward Ziff, Michael Ziff and
Ben Ziff that they will each respectively not participate in the Tender Offer
in respect of any Ordinary Shares of which they are the registered or
beneficial holder, or otherwise hold on trust as trustees (as applicable), and
to procure that their PCAs will each individually not participate in the
Tender Offer in respect of any Ordinary Shares of which they are the
registered or beneficial holders, nor will they otherwise sell, transfer,
encumber or otherwise dispose of, or grant any option over or other interest
in such holdings, or permit any of the foregoing, nor otherwise enter into any
agreement or arrangement to do any of the foregoing.

Recommendation by the Board

The Directors consider that the Tender Offer is in the best interests of the
Shareholders as a whole. Accordingly, the Board unanimously recommends that
you vote in favour of the Tender Offer Resolution, as the Directors intend to
do for their respective individual beneficial holdings of, in aggregate,
8,823,557 Ordinary Shares, representing approximately 16.79% of the issued
Ordinary Share capital of the Company as at the Latest Practicable Date.

The Board makes no recommendation to Qualifying Shareholders in relation to
participation in the Tender Offer itself. Whether or not Qualifying
Shareholders decide to tender all, or any, of their Ordinary Shares will
depend on, among other things, their view of the Company's prospects and their
own individual circumstances, including their own financial and tax position.
Shareholders are required to take their own decision and are recommended to
consult with their duly authorised independent financial or professional
adviser.

If you are in any doubt as to the action you should take, you are recommended
to seek your own independent advice. You are advised to read all of the
information contained in the Circular before deciding on the course of action
you will take in respect of the General Meeting and the Tender Offer.

The results of the General Meeting will be announced through a Regulatory
Information Service and the Company's website as soon as possible once known.
It is expected that this will be announced on 8 August 2022.

For further information, please contact:

 

Town Centre Securities
PLC
 www.tcs-plc.co.uk / @TCS PLC

Edward Ziff, Chairman and Chief
Executive
     0113 222 1234

Ben Ziff, Managing Director: CitiPark PLC, TCS Energy & Technology
 

Stewart MacNeill, Group Finance Director

 

MHP
Communications
           tcs@mhpc.com

Reg Hoare / Pauline Guenot
 
                 020 3128
8567
 
 

Liberum
www.liberum.com

Jamie Richards  / Lauren Kettle / Nikhil
Varghese
       020 3100 2123

 

Peel
Hunt
             www.peelhunt.com

Carl Gough / Henry
Nicholls
                         020 3597 8673 / 8640

 

Notes to Editors:

Town Centre Securities PLC (TCS) is a Leeds & London based property
investor, car park and hotel operator with assets of over £360m. With more
than 60 years' experience, a commitment to sustainable development and a
reputation for quality and innovation, TCS creates mixed use developments
close to transport hubs in major cities across the UK.

For more information visit www.tcs-plc.co.uk

 

 

 1  (#_ftnref1) The Concert Party includes Edward Ziff (Chairman and Chief
Executive), Ben Ziff (Managing Director CitiPark) and Michael Ziff
(Non-Executive Director) together with their immediate family members, Edward
Ziff and Michael Ziff's mother, Ann Manning and her children, and a number of
trusts that Edward Ziff and Michael Ziff are not beneficiaries of but they do
control.

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