REG - Town Centre Secs. - Commencement of Share Buy-back Programme

Town Centre SecuritiesAnnouncement

03/11/2022 07:01

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RNS Number : 1379F  Town Centre Securities PLC  03 November 2022

3 November 2022

Town Centre Securities PLC

('The Company' or 'TCS')

Commencement of Share Buy-back Programme

 

Town Centre Securities Plc, the Leeds, Manchester, Glasgow and London
property investment, development, car park and hotel
operator, today announces the launch of a new share buy-back programme (the
"Programme").

The Board remains acutely aware of the significant discount that the Company's
shares trade at relative to TCS's recently reported net asset value (NAV) per
share of 341p (EPRA NTA per share - 333p); both numbers stated as at 30 June
2022.

The Board regularly reviews capital allocation to optimise long-term returns
for shareholders; reflecting this TCS has continued to make disposals to
reduce debt including the significantly accretive sale of its investment in
YourParkingSpace. Given the wide discount referred to above, and further to
the 4 million share Tender Offer undertaken in August 2022, the Board believes
that share buybacks continue to be an appropriate means of returning value,
whilst maximising sustainable long-term growth for shareholders, given the
enhancement to NAV and earnings per share that will result from reducing the
number of shares in issue.

Accordingly, the Company today announces the commencement of the Programme, to
repurchase ordinary shares in accordance with the remaining buyback authority
granted by shareholders at its AGM on 29 December 2021 (the "2021 AGM").
Subject to the passing of the relevant resolution at the Company's 2022 annual
general meeting (expected to be held on 22 November 2022, the "2022 AGM"), the
Programme is expected to continue in accordance with this refreshed authority
until the Company enters the closed period prior to announcing its full year
results for the year ended 30 June 2023.

Any purchase of ordinary shares will be executed opportunistically and in
accordance with the terms of the Company's general authority to repurchase
ordinary shares granted at the 2021 AGM, up to a maximum of 7,671,868 ordinary
shares. Subject to the passing of the relevant resolution at the 2022 AGM, any
subsequent purchase of ordinary shares will be executed in accordance with the
terms of this refreshed authority, up to a maximum of 7,279,590 ordinary
shares.

The purpose of the Programme is to reduce the ordinary share capital of the
Company. No purchases will be made by the Company under the Programme unless
they are accretive on a per-share net asset value basis.

The Board will keep the Programme under review and ensure that the Group's
loan-to-value ratio and liquidity remain within a prudent level, to ensure it
continues as an efficient and effective means of generating value for
shareholders. While the Company has launched the Programme, there is no
certainty on the volume of shares that may be acquired under the Programme and
the pace of acquisitions.

Given the level of liquidity in the Company's shares, the Company will retain
the ability to exceed the average daily volume restrictions established by the
Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as
amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit)
Instrument 2019) (the "Delegated Regulation") and therefore the Programme may
not fall within the safe harbour provisions of the Regulation.

In advance of moving into a closed period ahead of its half year results for
the period ending 31 December 2022 (the "Closed Period"), the Company may
choose to enter into an irrevocable commitment with Liberum in order to
continue the Programme through a non-discretionary mandate, under which
Liberum will make purchases of shares within certain pre-set parameters
independently of, and uninfluenced by, the Company for the duration of the
Closed Period. Under the terms of any non-discretionary mandate, Liberum will
retain the ability to exceed the average daily volume restrictions set out in
the Delegated Regulation. Thereafter, the Programme will continue on the basis
set out above.

Liberum will purchase the Company's ordinary shares as principal. Shares
purchased through the Programme will be cancelled.

Potential REIT Regime implications related to the Programme

The UK Real Estate Investment Trust ("REIT") Regime was introduced by the UK
Finance Act 2006. The Company elected for Group REIT status with effect from 2
October 2007 and has been a qualifying REIT since then.

As detailed in both the Company's circular to Shareholders dated 15 July 2022
(the "Circular") and the Annual Report of the Company for the year ended 30
June 2022, one of the conditions for continued REIT status is that over 35% of
the Company's share capital is held beneficially by the public. As at  19 
October 2022 this percentage, assuming New Fortress Finance Holdings Limited
remains a close company (as defined by the REIT regulation) and not held
beneficially by the public, is 35.27%.

Accordingly the Company is able to buy-back for cancellation 203,789 ordinary
shares held beneficially by the public before the 35% threshold is crossed. If
this threshold were to be crossed the Company would automatically lose its
REIT status with effect from the beginning of the current accounting period,
commencing on 1 July 2022.

Shareholder attention is drawn to the consequences of a loss of REIT status by
the Company, as set out in Section B.II of the Circular, and the associated
risk factors set out in Section IV of the Circular.

 

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

For further information, please contact:

Town Centre Securities PLC
 
  www.tcs-plc.co.uk (http://www.tcs-plc.co.uk/) / @TCS PLC

Edward Ziff, Chairman and Chief Executive
 
    0113 222 1234

Stewart MacNeill, Group Finance Director

 

MHP
Communications
                             tcs@mhpc.com
(mailto:tcs@mhpc.com)

Reg Hoare / Matthew Taylor
 
        020 3128 8567
 
 

Liberum
       www.liberum.com (http://www.liberum.com)

Jamie Richards  / Lauren Kettle / Nikhil Varghese
 
 020 3100 2123

 

Peel
Hunt
                       www.peelhunt.com
(http://www.peelhunt.com)

Carl Gough / Henry Nicholls / Capel Irwin
                                               020
3597 8673 / 8640

 

Notes to Editors:

Town Centre Securities PLC (TCS) is a Leeds based property investor and car
park operator with assets of over £370m. With more than 50 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 (http://www.tcs-plc.co.uk)

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