REG - Town Centre Secs. - Announcement of Tender Offer

Town Centre SecuritiesAnnouncement

08/11/2023 13:00

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RNS Number : 8214S  Town Centre Securities PLC  08 November 2023

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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

8 November 2023

 

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 £10.875 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 7,500,000 Ordinary Shares shall be purchased under
the Tender Offer, representing approximately 15.5% of the issued share capital
of the Company, at a price of 145 pence per Ordinary Share (the "Tender
Price").

The Tender Price represents a premium over the price of Ordinary Shares of
22.4% to the Company's Ordinary Shares closing price of 118.5 pence on 7
November 2023 (being the Latest Practicable Date).

Qualifying Shareholders who participate in the Tender Offer will have a
Guaranteed Entitlement to tender approximately 15.5% 1  (#_ftn1) of the
Ordinary Shares held by them at the Record Date, rounded down to the nearest
whole number, at a price of 145 pence per Ordinary Share.

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 principal events 2  (#_ftn2)

 Announcement of the Tender Offer, publication of the Circular and the Notice     8 November 2023
 of General Meeting
 Tender Offer opens                                                               10 November 2023
 Latest time and date for receipt of Forms of Proxy                               9:30 a.m. on 29 November 2023
 General Meeting                                                                  9:30 a.m. on 1 December 2023
 Announcement of results of the General Meeting                                    1 December 2023
 Latest time and date for receipt of Tender Forms and share certificates in       1.00 p.m. on 1 December 2023
 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 1 December 2023
 Offer (i.e. close of Tender Offer)
 Tender Offer Record Date                                                         6.00 p.m. on 1 December 2023
 Announcement of results of the Tender Offer                                      4 December 2023
 Purchase of Ordinary Shares under the Tender Offer                                4 December 2023
 CREST accounts credited for revised, uncertificated holdings of Ordinary         by 7 December 2023
 Shares
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated   by 18 December 2023
 Ordinary Shares
 Cheques despatched in respect of Tender Offer proceeds for certificated          by 18 December 2023
 Ordinary Shares
 Return of share certificates in respect of unsuccessful tenders of               by 18 December 2023
 certificated Ordinary Shares
 Despatch of balancing share certificates (in respect of certificated Ordinary    by 18 December 2023
 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 up to 7,500,000 Ordinary Shares, at a price of 145 pence per
Ordinary Share, for a maximum aggregate cash consideration of up to £10.875
million.

In July 2022, the Company returned £7.4 million in value to Shareholders by
way of a tender offer of 4 million Ordinary Shares at a purchase price of 185
pence per Ordinary Share, together with separate on-market buy-backs carried
out pursuant to the share buyback programme announced by the Company on 3
November 2022, returning an additional (approximately) £121,000 to
Shareholders.

Over the last 3 years the Company has successfully embarked on a substantial
disposal programme (including, among other disposals, the sale of its
investment in YourParkingSpace completed in July 2022; the disposal of Port
Street car park in Manchester completed in December 2022; and the more recent
sale of part of the development site at Whitehall Riverside completed in April
2023) to degear and strengthen its balance sheet whilst also reducing the
Company's exposure to retail and leisure tenants. The disposal proceeds
(totalling approximately £33.4 million in the financial year ended 30 June
2023), have in the main been applied to repay bank borrowings and buy-back
approximately £13.6 million of the Company's 2031 5.375% debenture stock,
which was subsequently cancelled. This has resulted in the Company having
significantly lower levels of gearing and increased loan to value headroom on
its individual bank facilities.

While the Company intends to continue to maintain a robust and prudent balance
sheet, as well as evaluate further investment opportunities, the Directors
believe that it is now appropriate to return further value to Shareholders.
This reflects the Directors' belief that share buy-backs are an appropriate
means of returning value to Shareholders whilst maximising sustainable
long-term growth for Shareholders, given the enhancement to net asset value
that is expected to result from the reduction in the number of Ordinary Shares
in issue following their cancellation.

Over the last four 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 - 284 pence per Ordinary Share, stated as at 30 June 2023; 333
pence per Ordinary Share stated as at 30 June 2022). The Board believes the
wide 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 proposed Tender Offer, will be
accretive to NTA at a per share level for any remaining holder of Ordinary
Shares.

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 available, 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 of 22.4% to the Company's
Ordinary Shares closing price of 118.5 pence on 7 November 2023 (being the
Latest Practicable Date);

•     the Tender Offer 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;

•     the Tender Offer enables Ordinary Shares to be sold free of
commissions or charges that would otherwise be payable if Qualifying
Shareholders were to sell their Ordinary Shares through their broker;

•     the Tender Offer 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

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

 

The Tender Offer is separate to the share buy-back programme announced by the
Company on 3 November 2022 (the "Buy-Back Programme") and which was
discontinued with effect from 30 June 2023. Pursuant to the Buy-Back
Programme, the Company was entitled to repurchase up to a maximum of 7,279,590
of Ordinary Shares pursuant to the Company's general authority to repurchase
Ordinary Shares granted by Shareholders at the Company's annual general
meeting held on 22 November 2022. Over the course of the Buy-Back Programme,
the Company acquired 75,000 Ordinary Shares for cancellation (carried out as
on-market purchases by Liberum, acting as principal). As previously announced
by the Company, the Buy-Back Programme was effective until the end of the
Company's financial year ending 30 June 2023. Consequently, as at the date of
the Circular, the Buy-Back Programme has been discontinued.

In addition, the Company intends to renew its general share buy-back authority
at its next annual general meeting, which is currently scheduled to take place
at 10.00 a.m. on 1 December 2023 (the "2023 AGM"). At the 2023 AGM, the
Company will seek a general authorisation pursuant to section 701 of the Act
to purchase up to 7,268,340 Ordinary Shares (representing 15% of the Ordinary
Shares in issue, as set out in resolution 18 ('Authority to purchase Company's
own shares') of the notice of the 2023 AGM. Therefore, the Tender Offer is
being proposed in addition to any share buy-back programme which may be
announced by the Company following the 2023 AGM, assuming that the general
share buy-back authority is passed by shareholders at the 2023 AGM.

 

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 on-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
on-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 approximately 15.5% of the Issued Ordinary Share Capital
at the Tender Offer Record Date, for a maximum aggregate cash consideration of
up to £10.875 million ("Maximum Tendered Shares"). As at 7 November 2023,
being the Latest Practicable Date, there are 48,455,599 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
484,556 Ordinary Shares (representing approximately 1% of the Company's issued
share capital as at the Latest Practicable Date) by 1.00 p.m. on the Closing
Date.

If the Maximum Tendered Shares are 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 40,955,599 Ordinary
Shares. Successfully tendered Ordinary Shares will be cancelled and will not
rank for any future dividends.

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 50% of their Ordinary Shares, but if a
Qualifying Shareholder returned a tender purporting to offer for sale more
than 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 10 November 2023 (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 1 December 2023 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 1 December 2023.

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 the overall limit of Ordinary Shares that may be repurchased
pursuant to the Tender Offer are validly tendered by Qualifying Shareholders
and the Tender Offer is therefore 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, 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 15.5% of the Issued Ordinary Share Capital
at the Tender Offer 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". This percentage assumes
that valid tenders up to, or in excess of, the Maximum Tendered Shares have
been submitted by Qualifying Shareholders and accepted by the Company. If: (i)
less than the Maximum Tendered Shares have been validly tendered by Qualifying
Shareholders; or (ii) the Company, pursuant to paragraph 2.26 of Part V of the
Circular, revises the aggregate value of the Tender Offer to less than the
maximum amount of up to £10.875 million (and, therefore, less than the
Maximum Tendered Shares), then the Guaranteed Entitlement percentage shall be
proportionately scaled-down in accordance with paragraph 2.16 of Part V of the
Circular. 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 tender 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 or tendered no Ordinary Shares
and may be subject to scaling-down. For this purpose, Qualifying Shareholders
should note that the term "oversubscribed" means that the number of Ordinary
Shares validly tendered pursuant to the Tender Offer either: (i) exceeds the
Maximum Tendered Shares that may be repurchased by Liberum (acting as
principal) pursuant to the Tender Offer; or (ii) where the Company has
(pursuant to the terms of paragraph 2.26 of Part V of the Circular) exercised
its discretion to accept valid tenders in an amount that is less than the
aforesaid overall limit, exceeds such number of Ordinary Shares that the
Company has determined that it will accept pursuant to the Tender Offer which
is less than such overall limit.

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 the 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 484,556 Ordinary Shares (representing
approximately 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 economic or 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 or capital surplus or to return value to Shareholders, including by
way of a share buy-back programme or by way of distribution of dividends,
taking into consideration the then prevailing market conditions and other
relevant factors at the relevant time.

Results announcement and unconditional date

It is expected that the results of the Tender Offer will be announced on 4
December 2023, at which time the Tender Offer is expected to become
unconditional subject to the Tender Conditions described in paragraph 2.1 of
Part V of the Circular having been satisfied. Until such time as the Tender
Offer becomes unconditional, the Tender Offer will be subject to the Tender
Conditions described in paragraph 2.1 of Part V of the Circular.

Settlement is then expected to take place as set out in the timetable on page
5 of the Circular and as provided for in Part V of the Circular. The decision
of the Company as to the results of the Tender Offer (including, without
limitation, the determination of the aggregate value of the Tender Offer in
accordance with paragraph 2.26 of Part V of the Circular (but always subject
to the overall limit of the Maximum Tendered Shares), and the basis on which
tenders in excess of the Guaranteed Entitlement are satisfied, scaled back or
rounded down, as the case may be) shall be final and binding on all
Shareholders.

 

Full terms and conditions of the Tender Offer

 

Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part V of the Circular. Some questions and answers
related to the Tender Offer are set out in Part III of the Circular.

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 the General Meeting for 9.30 a.m. on 1 December 2023 to consider
and, if thought fit, pass the Tender Offer Resolution to authorised 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 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 and potential loss of REIT status of the Company

 

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.

On 4 December 2023, following the purchase of Ordinary Shares pursuant to the
Tender Offer, the percentage of Ordinary Shares in the Company held
beneficially by the public may potentially fall below the 35% threshold
required for the Company not to be considered a 'close company' for UK
taxation purposes. This would cause the Company to automatically lose its REIT
status with effect from 30 June 2023, as the Company would no longer meet the
'close company condition' under the REIT legislation. A loss in REIT status
would result in the Group's profits and gains being subject to corporation
tax, from 1 July 2023, at the standard corporation taxation rate of 25%.
Further information regarding the close company condition and the principal
factors and assumptions underpinning the potential loss in REIT status of the
Company, as well as the implications and consequences that would arise as a
result of the potential loss of REIT status, are set out in Part IV (Risk
Factors) and in Section B (the UK REIT Regime and UK Taxation) of 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 (including the risks and consequences
relating to the potential loss of the REIT status of the Company, as described
in Part IV (Risk Factors) and Section B (the UK REIT Regime and UK Taxation)
of Part VI of the Circular) are strongly recommended to consult their own
independent professional advisers before tendering their Ordinary Shares under
the Tender Offer.

Historic tax losses

 

The Group historic tax losses relating to the residual business (i.e. the
non-REIT business), which may be available to utilise against profits in the
future. There are wide ranging and complex rules governing the use of tax
losses in the UK. The availability of losses to shelter future profits of the
business following an exit from the REIT regime would need to be considered on
an ongoing basis and in context of the UK tax laws and regulations in effect
at the relevant time.

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 35,237 Ordinary Shares on behalf of all participants
in the SIP, representing approximately 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, and the
Company has no intentions of issuing any Ordinary Shares between the date of
the Circular and the close of the offer period for the Tender Offer.

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, PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible and,
in any event, not later than 9.30 a.m. on 29 November 2023 (or, in the case of
an adjournment of the General Meeting, not later than 48 hours (excluding
non-Business Days) 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 9.30 a.m. on 29 November 2023 (or, in
the case of an adjournment, not later than 48 hours (excluding non-Business
Days) 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, Central
Square, 29 Wellington Street, Leeds, LS1 4DL. Alternatively, you can vote via
the LinkVote+ app (please refer to the notes to the Notice of General Meeting
in Part IX of the Circular for further details). Proxy votes must be received
no later than 9.30 a.m. on 29 November 2023 (or, in the case of an
adjournment, not later than 48 hours (excluding non-Business Days) before the
time fixed for the holding of the adjourned meeting).

If you are an institutional investor you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30
a.m. on 29 November 2023 in order to be considered valid or, if the meeting is
adjourned, by the time which is 48 hours (excluding non-Business Days) before
the time of the adjourned meeting. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity's associated terms and
conditions. It is important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of your proxy. An
electronic proxy appointment via the Proxymity platform may be revoked
completely by sending an authenticated message via the platform instructing
the removal of your proxy vote.

Completion and return of a Form of Proxy, voting via the LinkVote+ app,
appointing a proxy electronically via the Proxymity platform, 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. Please read the notes
to the Notice of General Meeting at the end of the Circular (in Part IX) 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, 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 1 December 2023 as described in
paragraph 3.4 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 1 December 2023.

 

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 Disclosure and Transparency Rules on the part of such
Shareholder to notify the Company of their interest in Ordinary Shares as soon
as possible and in any case within two trading days of becoming aware, or
being deemed to have become 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") 3  (#_ftn3) own, in aggregate,
26,534,400 Ordinary Shares representing approximately 54.8% 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 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
such person, is interested in shares which in the aggregate carry not less
than 30% of the voting rights of a company but does not hold shares carrying
more than 50% of such voting rights and such person, or any person acting in
concert therewith, acquires an interest in any other shares which increase the
percentage of shares carrying voting rights in which such person 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 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 is expected to 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 50% of the share
capital of the Company in issue following the repurchase and cancellation of
the validly tendered shares. 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 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% 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 50%
but not less than 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, Ben Ziff and
Michael 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)
8,803,062 Ordinary Shares, representing approximately 18% 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 1 December 2023.

 

For further information, please contact:

 Town Centre Securities                                                                       www.tcs-plc.co.uk / @TCS PLC
 PLC
 Edward Ziff, Chairman and Chief Executive                                                    0113 222 1234

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

 Stewart MacNeill, Group Finance Director
 Liberum
 Jamie Richards  / Lauren Kettle / Nikhil Varghese                                            020 3100 2123

 MHP                                                                                          tcs@mhpgroup.com
 Reg Hoare / Matthew                                                                          020 3128 8100
 Taylor

 

 

Notes to Editors:

Town Centre Securities PLC (TCS) is a Leeds based property investor, car park
and hotel operator with assets of over £300m. 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 targeted major regional cities across the UK.

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

 1  (#_ftnref1) This percentage (%) assumes a full take-up of the Maximum
Tendered Shares (as defined in paragraph 2.2 of Part II of the Circular).
Please see section 2.5 of the Circular (entitled Guaranteed Entitlement of
this Part II) on how the Guaranteed Entitlement is calculated if: (i) less
than the Maximum Tendered Shares have been validly tendered by Qualifying
Shareholders; or (ii) the Company, pursuant to paragraph 2.26 of Part V of the
Circular, revises the aggregate value of the Tender Offer to less than the
maximum amount of up to £10.875 million.

 2  (#_ftnref2) All times are references to London (UK) times. Other than the
date of the announcement of the Tender Offer, each of the above times and
dates are indicative only and based on the Company's expectations as at the
date of the Circular. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by an announcement
through a Regulatory Information Service.

 3  (#_ftnref3) 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, the estate
of Edward Ziff and Michael Ziff's late mother, Ann Manning and her children,
and a number of trusts that Edward Ziff and Michael Ziff are not beneficiaries
of but which they control.

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