TIDMTOWN
RNS Number : 8214S
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 GBP10.875 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 8 November 2023
of the Circular and the Notice of General
Meeting
Tender Offer opens 10 November 2023
Latest time and date for receipt of Forms 9:30 a.m. on 29 November
of Proxy 2023
General Meeting 9:30 a.m. on 1 December
2023
Announcement of results of the General 1 December 2023
Meeting
Latest time and date for receipt of Tender 1.00 p.m. on 1 December
Forms and share certificates in relation 2023
to the Tender Offer (i.e. close of Tender
Offer)
Latest time and date for receipt of TTE 1.00 p.m. on 1 December
Instructions in relation to the Tender 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 4 December 2023
Offer
Purchase of Ordinary Shares under the 4 December 2023
Tender Offer
CREST accounts credited for revised, by 7 December 2023
uncertificated holdings of Ordinary Shares
CREST accounts credited in respect of by 18 December 2023
Tender Offer proceeds for uncertificated
Ordinary Shares
Cheques despatched in respect of Tender by 18 December 2023
Offer proceeds for certificated Ordinary
Shares
Return of share certificates in respect by 18 December 2023
of unsuccessful tenders of certificated
Ordinary Shares
Despatch of balancing share certificates by 18 December 2023
(in respect of certificated Ordinary
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
GBP10.875 million.
In July 2022, the Company returned GBP7.4 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) GBP121,000 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 GBP33.4 million in the financial
year ended 30 June 2023), have in the main been applied to repay
bank borrowings and buy-back approximately GBP13.6 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 GBP10.875 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 GBP10.875 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 tcs@mhpgroup.com
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 GBP300m.
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] 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 GBP10.875 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.
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END
TENLVLFBXFLEFBE
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November 08, 2023 07:55 ET (12:55 GMT)
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