Announcement of Tender Offer

Town Centre Securities PLC

08 November 2023

 

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

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] 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]

Announcement of the Tender Offer, publication of the Circular and the Notice of General Meeting	8 November 2023
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 relation to the Tender Offer (i.e. close of Tender Offer)	1.00 p.m. on 1 December 2023
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 1 December 2023
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 Shares	by 7 December 2023
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	by 18 December 2023
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares	by 18 December 2023
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares	by 18 December 2023
Despatch of balancing share certificates (in respect of certificated Ordinary Shares) for revised, certificated holdings in the case of partially successful tenders	by 18 December 2023

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] 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 PLC	www.tcs-plc.co.uk / @TCS PLC
Edward Ziff, Chairman and Chief Executive          Ben Ziff, Managing Director: CitiPark PLC, TCS Energy & Technology Stewart MacNeill, Group Finance Director	0113 222 1234
Liberum
Jamie Richards  / Lauren Kettle / Nikhil Varghese	020 3100 2123
MHP	[e-mail]
Reg Hoare / Matthew Taylor	020 3128 8100

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

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[1] 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] 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] 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.

 

END