REG - Town Centre Secs. - Results of the Tender Offer

Town Centre SecuritiesAnnouncement

05/12/2023 10:45

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RNS Number : 7360V  Town Centre Securities PLC  05 December 2023

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This announcement contains inside information

 

5 December 2023

 

Town Centre Securities PLC

(The 'Group' or the 'Company')

 

Results of the Tender Offer

 

The Company today announces the results of the Tender Offer, as set out in the
shareholder circular published by the Company on 8 November 2023 (the
"Circular"), which closed on 1 December 2023.

 

 In total, 6,292,920 Ordinary Shares will be purchased via the Tender Offer
at a price of 145.0p per Ordinary Share for a total cost of £9.125m. This
represents approximately 13.0% of the issued share capital of the Company.

 

It is anticipated that by 18 December 2023, the proceeds payable to the
Company's Shareholders for the certificated Ordinary Shares purchased under
the Tender Offer will be despatched in the form of a cheque and that CREST
account holders will have their CREST accounts credited too by 18 December
2023.

 

As set out in the Circular, the Ordinary Shares will be purchased by Liberum
pursuant to the Tender Offer and the Company will purchase such Ordinary
Shares from Liberum.

 

Following such purchase, the Company intends to cancel such Ordinary Shares,
reducing its Issued Ordinary Share Capital from 48,455,599 Ordinary Shares to
42,162,679 Ordinary Shares. This figure of 42,162,679 Ordinary Shares may be
used by Shareholders as the denominator for the calculations by which they can
determine if they are required to notify their interest in, or a change to
their interest in, the Ordinary Shares under the FCA's Disclosure Guidance and
Transparency Rules.

 

Following completion of the purchase of Ordinary Shares pursuant to the Tender
Offer, the Concert Party will be interested in a total of 57.0% of the reduced
Issued Ordinary Share Capital. As a consequence, the Concert Party remains
free to purchase additional shares, if required, without being subject to any
obligation to make a general offer under Rule 9 of the Takeover Code.

 

Following the purchase of Ordinary Shares pursuant to the Tender Offer, the
percentage of Ordinary Shares in the Company held beneficially by the public
will fall below the 35% threshold required for the Company not to be
considered a 'close company' for UK taxation purposes. As such, the Company
will automatically lose its REIT status with effect from 30 June 2023, as the
Company will no longer meet the 'close company condition' under the REIT
legislation. The loss in REIT status will 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 implications and consequences that may arise as a
result of the loss of REIT status, were set out in Part IV (Risk Factors) and
in Section B (the UK REIT Regime and UK Taxation) of Part VI of the Circular.

 

Capitalised terms used in this announcement have the meanings given to them in
the announcement of the Company dated 8 November 2023 in respect of the Tender
Offer.

 

ENDS

 

For further information, please contact:

 

 

Town Centre Securities
PLC

 

Edward Ziff, Chairman and Chief Executive

 

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

 

Stewart MacNeill, Group Finance Director

 

www.tcs-plc.co.uk / @TCS PLC

 

0113 222 1234

 

 

Liberum

 

Jamie Richards / Lauren Kettle / Nikhil Varghese

 

020 3100 2123

 

 

MHP

 

tcs@mhpgroup.com

 

Reg Hoare / Matthew
Taylor

 

020 3128 8100

 

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