Announcement of Tender Offer

RNS Number : 5705S

Town Centre Securities PLC

15 July 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 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 of General Meeting	15 July 2022
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 relation to the Tender Offer (i.e. close of Tender Offer)	1.00 p.m. on 8 August 2022
Latest time and date for receipt of TTE Instructions in relation to the Tender Offer (i.e. close of Tender Offer)	1.00 p.m. on 8 August 2022
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 Shares	by 15 August 2022
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	by 24 August 2022
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares	by 24 August 2022
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares	by 24 August 2022
Despatch of balancing share certificates (in respect of certificated Ordinary Shares) for revised, certificated holdings in the case of partially successful tenders	by 24 August 2022

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 2.5 p 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 "GuaranteedEntitlement". 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 ("ExcessEntitlement") 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] 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    [e-mail]

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

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[1] 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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