Announcements
Share Purchase
8 July 2010
Town Centre Securities PLC ("the Company")
The Company has today received notification that, on 07 July 2010, the Trustees of TCS Trustees Limited purchased 40,000 ordinary shares of 25 pence each in the Company at a price of £1.425 per share. As a result of this purchase the holding of TCS Trustees Limited in the Company is 139,833 shares, representing 0.26% of the total shares in issue.
For further information please contact:
Town Centre Securities PLC www.tcs-plc.co.uk
Ann McGookin, Company Secretary 0113 222 1234
Hogarth 020 7357 9477
Vicky Watkins
Block Listing
5 July 2010
BLOCK LISTING SIX MONTHLY RETURN
Information provided on this form must be typed or printed electronically and provided to an ris.
Date: 1 July 2010
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Name of applicant: |
Town Centre Securities PLC |
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Name of scheme: |
1997 Executive Share Option Plan |
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Period of return: |
From: |
01.01.10 |
To: |
30.06.10 |
|
Balance of unallotted securities under scheme(s) from previous return: |
77485 Ordinary 25p shares |
|||
|
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): |
Nil |
|||
|
Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): |
Nil |
|||
|
Equals: Balance under scheme(s) not yet issued/allotted at end of period: |
77485 |
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Name of contact: |
Company Secretary |
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Telephone number of contact: |
0113 222 1234 |
Block Listing
5 July 2010
BLOCK LISTING SIX MONTHLY RETURN
Information provided on this form must be typed or printed electronically and provided to an ris.
Date: 1 July 2010
|
Name of applicant: |
Town Centre Securities PLC |
|||
|
Name of scheme: |
Savings Related Share Option Plan |
|||
|
Period of return: |
From: |
01.01.10 |
To: |
30.06.10 |
|
Balance of unallotted securities under scheme(s) from previous return: |
55284 Ordinary 25p shares |
|||
|
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for): |
Nil |
|||
|
Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G): |
11533 |
|||
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Equals: Balance under scheme(s) not yet issued/allotted at end of period: |
43751 |
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Name of contact: |
Company Secretary |
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Telephone number of contact: |
0113 222 1234 |
Director Share Holding
23 June 2010
Click here to download Director Holding announcementDirector Share Holding
23 June 2010
Click here to download Director Holding announcementShare Purchase Announcement
1 April 2010
The Company has today received notification that, on 29 March 2010, Howard Stanton, non-executive director, purchased 5,000 ordinary shares of 25 pence each in the Company at a price of £1.537 per share. As a result of this purchase Mr Stanton's holding in the Company is 5,000 shares, representing 0.01% of the total shares in issue.
For further information please contact:
Town Centre Securities PLC www.tcs-plc.co.uk
Ann McGookin, Company Secretary 0113 222 1234
Directorate Change
12 March 2010
Town Centre Securities PLC ("the Company") is delighted to announce the appointment of Chris Kelly (47) as its Finance Director.
Chris, who is a Chartered Accountant, has over 24 years experience gained with the leading international professional advisory firm Ernst and Young. He will join the Company on 12 April 2010.
Commenting on Chris Kelly’s appointment, Edward Ziff, Chairman and Chief Executive, said:
“I am delighted Chris is joining the Company. His background with Ernst and Young, the last 12 years as a partner of the firm, will add experience and knowledge to the Business that will enhance both the executive team and the Board."
“I look forward to welcoming Chris to the Company in April and to working with him in the growth and development of our business."
There are no disclosures to make under rule 9.6.13 of the Stock Exchange Listing Rules.
For further information:
Edward Ziff
Chairman and Chief Executive Tel. 0113 222 1234
Reg Hoare / Vicky Watkins
Hogarth Tel. 020 7357 9477
Voting Rights and Capital
24 February 2010
In conformity with the Disclosure and Transparency Rules' ongoing disclosure requirements for issuers, we notify the market that as at 24 February 2010:
Town Centre Securities PLC's capital consists of 53,160,512 ordinary shares with voting rights. Town Centre Securities PLC holds no shares in Treasury. Therefore, the total number of voting rights in Town Centre Securities PLC is 53,160,512.
The above figure, 53,160,512, may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, Town Centre Securities PLC under the FSA's Disclosure and Transparency Rules.
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Ann McGookin, Company Secretary
Smithfield Group 0207 360 4900
Director/PDMR shareholding
24 February 2010
The Company announces that on 24 February 2010 Mr Richard Lewis, Group Property Director, exercised his option over 10,252 ordinary shares of 25 pence each in the Company granted to him under the Town Centre Securities PLC SAYE Share Option Scheme at an exercise price of 138.5 pence per share, representing 0.02% of the issued ordinary share capital of the Company.
Mr Lewis intends to retain these shares and as a result is now beneficially interested in a total of 315,059 ordinary shares, representing 0.59% of the total shares in issue. Mr Lewis has no remaining options.
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Ann McGookin, Company Secretary
Smithfield Group 020 7360 4900
Interim results for the six months ended 31 December 2009
24 February 2010
Town Centre Securities PLC, the Leeds based property investment and development company, today announces its interim results, for the six months ended 31 December 2009.
Financial Highlights:
• Profit before tax £31.5m (2008: loss of £72.9)
• Net asset value per share 257p (30 June 2009: 202p)
• Surplus on revaluation of investment property of £19.7m (2008: deficit of £76.6m)
• Earnings per share 59.3p (2008: loss 137.4p)
• Proposed interim dividend of 3.02p per share (2008: 2.75p)
• £9.0m profit on repurchase of debenture stock
• Gross borrowings at 31 December 2009 were £146.7m (30 June 2009: £185.3m) following the repurchase of debenture stock and property sales
Operational highlights:
• Occupancy levels improved to 93% (30 June 2009: 92%)
• Merrion Centre’s resilient performance continues
• Sale of properties totalled £17m in the period
• Consistent performance from Car Parking – intention to grow this business
Commenting on the interim results, Chairman and Chief Executive Edward Ziff, said:
“Our close attention to balance sheet management has left us in a robust position and we look, selectively, for opportunities to acquire stock that fits into our longer term strategy. Nevertheless, we continue to regard 2010 with caution and are ready for any change in market conditions that may occur."
“I am delighted we have reinforced the long-term financing of the Company. With focussed in-house management our rationalised portfolio has proved resilient, particularly the Merrion Centre, with its substantial exposure to “value for money"ÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂÂ retailing, which has stood us in good stead."
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Richard Lewis, Group Property Director
Smithfield:
Rebecca Whitehead 020 7360 4900
Notice Of Results
15 February 2010
Town Centre Securities PLC, the Leeds based property investment and development company, will be announcing its interim results for the six months ended 31 December 2009 on Wednesday, 24 February 2010.
For further information please contact:
Smithfield:
Rebecca Whitehead 020 7360 4900
Block Listing Interim Review
18 January 2010
Name of applicant:
Town Centre Securities PLC
Name of scheme:
1997 Executive Share Option Plan
Period of return:
From: 01.01.09
To: 31.12.09
Balance of unallotted securities under scheme(s) from previous return:
77485 Ordinary 25p shares
Plus: The amount by which the block scheme(s) has been increased since the date of the last return
(if any increase has been applied for):
Nil
Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):
Nil
Equals: Balance under scheme(s) not yet issued/allotted at end of period:
77485
Name of contact:
Company secretary
Telephone number of contact:
0113 222 1234
Block Listing Interim Review
18 January 2010
Name of applicant:
Town Centre Securities PLC
Name of scheme:
Savings Related Share Option Plan
Period of return:
From: 01.01.09
To: 31.12.09
Balance of unallotted securities under scheme(s) from previous return:
55284 Ordinary 25p shares
Plus: The amount by which the block scheme(s) has been increased since the date of the last return
(if any increase has been applied for):
Nil
Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):
Nil
Equals: Balance under scheme(s) not yet issued/allotted at end of period:
55284
Name of contact:
Company secretary
Telephone number of contact:
0113 222 1234
Block Listing Interim Review
14 January 2010
Name of applicant:
Town Centre Securities PLC
Name of scheme:
1997 Executive Share Option Plan
Period of return:
From: 01.01.08
To: 31.12.08
Balance of unallotted securities under scheme(s) from previous return:
77485 Ordinary 25p shares
Plus: The amount by which the block scheme(s) has been increased since the date of the last return
(if any increase has been applied for):
Nil
Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):
Nil
Equals: Balance under scheme(s) not yet issued/allotted at end of period:
77485
Name of contact:
Company secretary
Telephone number of contact:
0113 222 1234
Block Listing Interim Review
14 January 2010
Name of applicant:
Town Centre Securities PLC
Name of scheme:
Savings Related Share Option Plan
Period of return:
From: 01.01.08
To: 31.12.08
Balance of unallotted securities under scheme(s) from previous return:
55284 Ordinary 25p shares
Plus: The amount by which the block scheme(s) has been increased since the date of the last return
(if any increase has been applied for):
Nil
Less: Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):
Nil
Equals: Balance under scheme(s) not yet issued/allotted at end of period:
55284
Name of contact:
Company secretary
Telephone number of contact:
0113 222 1234
Purchase of own Debenture Stock
15 December 2009
Town Centre Securities PLC ("TCS"), the Leeds based property investment and development company, announces that it has today purchased by private tender £200,000 of its £150,000,000 5.375 per cent, First Mortgage Debenture Stock due 2031 with ISIN GB00B1HHKK03 at a price of 77 pence for cancellation.
For further information please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Ann McGookin, Company Secretary
Smithfield
Reg Hoare / Rebecca Whitehead 0207 360 4900
Notifications of Major Interests in Shares
1 December 2009
Town Centre Securities PLC ("The Company")
The Company has today received notification that on 26 November 2009 TCS Trustees Limited ("TCST"), who administer the Town Centre Securities Employee Share Incentive Plan ("The Plan"), purchased 55,000 ordinary shares of 25 pence each in the Company at a price of £1.65 pence per share. As a result of this purchase the Plan is now interested in 119,377 shares.
The following Directors of the Company are also directors of TCST, or are potential beneficiaries under the Plan, and are therefore technically interested in the shares held by TCST.
E M Ziff
R A Lewis
For further information please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Ann McGookin, Company Secretary
Smithfield
Reg Hoare 0207 360 4900
Notifications of Major Interests in Shares
1 December 2009
Town Centre Securities PLC ("The Company")
Director/PDMR Shareholding
Share Incentive Plan Interests
Town Centre Securities PLC announces that the following Directors have acquired shares under the Town Centre Securities PLC Share Incentive Plan ("The Plan").
The award under the Plan was approved at a Board meeting on 21 May 2009 and is at the closing price of the Company's shares on 26 June 2009.
|
Name and title of Director |
Partnership shares Acquired |
Price paid |
Free matching shares Acquired |
Value of each free matching share |
Total number of shares acquired |
|
Edward Ziff Chairman and Chief Executive
|
1174 |
£1.28 |
1174 |
£1.28 |
2,348 |
|
Richard Lewis Property Director
|
1174 |
£1.28 |
1174 |
£1.28 |
2,348 |
For further information please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Ann McGookin, Company Secretary
Smithfield
Reg Hoare 0207 360 4900
Results of Annual General Meeting
20 November 2009
Click here to download Results of Annual General Meeting
Special Business Resolutions passed at the Annual General Meeting
20 November 2009
Click here to download Special Business Resolutions passed at the Annual General Meeting
Details of proxy voting at the Annual General Meeting
20 November 2009
Click here to download Details of proxy voting at the Annual General Meeting
Interim Management Statement
19 November 2009
Town Centre Securities PLC
19 November 2009
("TCS" or "The Company")
Interim Management Statement
Town Centre Securities PLC, the Leeds based property investment and development company, announces its Interim Management Statement covering the period from 1 July to 18 November 2009 ("the period").
Overview
The period has seen property valuations stabilise. It is too early to predict prolonged recovery but the worst is behind us and we believe there may be modest increases in our half year valuation as at 31 December 2009.
The tenant environment remains difficult and will remain so for the foreseeable future with further business failures and pressure on rents a constant challenge. We continue to believe that our investment portfolio, and in particular our exposure to value for money retailing, puts TCS in a good position. Despite our caution, we are seeing signs of improved tenant demand for retail and office space.
Our focus remains on protection of existing resources and preservation of capital. However, TCS is securely financed and as a result, well positioned to react to opportunities as they emerge.
Highlights of our activity in the period include:
Financing
At 18 November 2009, the Company had net debt of £149.7m (30 June 2009: £166.5m) comprising £106.2m of 5.375% debenture stock repayable in 2031, and £43.5m of bank loans at floating interest rates.
TCS has two term loan facilities, together £85m, with maturity dates from 2012 to 2014, and £15m of overdraft and money market facility.
As reported in August 2009, we completed the buy back and cancellation of £43.8m of debenture stock, realising a profit of £9.0m and on a pro forma basis adding 17p to the net asset value per share of 202p at 30 June 2009. One of the benefits has been to extend significantly the headroom in our facilities (TCS now operates comfortably within its loan to value and interest cover covenants) without recourse to dilutive equity funding.
Acquisitions and Disposals
The sale of an office building at Piccadilly Basin in Manchester for a total of £7.0m at an overall initial yield of 8.8 %, in July 2009.
The sale of all nine of the town houses and apartments completed as part of the development at West Park, Harrogate for a total of £2.9m.
The sale of the upper floors at Deansgate, Manchester for £1.75m in July 2009 at an initial yield of 7%.
The acquisition of two retail stores in Wood Green and Holloway Road, London for a total of £1.75m at an initial yield of 8% in August 2009
Asset Management
Occupancy levels have improved significantly in the period from 91.6% at 30 June 2009 to 93.0% at 9 November 2009.
Re-letting the 120,000 sq ft retail store at Piccadilly Basin and the refurbished 40,000 sq ft Town Centre House remain our top priorities and there has been encouraging progress with both. Aldi will be opening its planned 16,000 sq ft food store at Piccadilly Basin later this month and there has been a notable increase in enquiries for the rest of the available space.
Similarly, at Town Centre House, two new lettings have been secured and there is a strong level of enquiry for the now remaining 14,000 sq ft. Other new lettings at The Merrion Centre include a retail unit to Brighthouse, the UK's leading rent-to-own retailer with 180 outlets, and the vacant office space in Wade House to the Consumer Credit Council.
We have also secured Jacobs, the independent photographic retailer, as a new tenant at Shandwick Place, Edinburgh which becomes their 18th store across the UK. In Glasgow, Waitrose have recently opened their third Scottish store at our valuable 32,000 sq ft Byers Road site in the West End.
Rent collection has continued to be satisfactory. At the September 2009 quarter days over 97% of the rent due was collected within seven days and our bad debt experience remains comfortably within our expectations. The broad spread of our tenants (TCS has no tenants with more than three premises), and our focus on the value for money retail sector, has continued to insulate us from the worst of the operational problems that have faced the retail property sector.
Developments
It is now over two years since we commenced any development activity. Nevertheless we continue to be optimistic about the long term potential of the development sites in our portfolio.
Car Parking
Demand for car parking at our sites in Leeds and Manchester continues to be strong. We are actively seeking new car parks, both to own and manage, with a view to building a meaningful business within TCS.
Edward Ziff, Chairman, commenting, said:
"We are encouraged by signs of improvement in the occupational market and pleased to see indications of stability in property values. TCS is able to look to the future with a sound financial base and a robust and resilient investment portfolio."
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Smithfield
Reg Hoare / Rebecca Whitehead 0207 360 4900
Proxy Form8 October 2009
Click here to download Proxy Card
Notice of AGM8 October 2009
Click here to download the Notice of AGM
Annual Report and Accounts 2009, Notice of 2009 AGM and Form of Proxy6 October 2009
Further to the announcement of full year results on 9 September 2009, copies of the above documents have today been submitted to the UK Listing Authority, and posted to shareholders, and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
(Documents will normally be available for viewing shortly).
The Annual Report and Accounts for the year ended 30 June 2009 are also available from the Company's website: www.tcs-plc.com
The Annual General Meeting is to be held on 19 November 2009.
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Smithfield
Reg Hoare / Rebecca Whitehead 0207 360 4900
Directorate Changes1 October 2009
It is with regret that Town Centre Securities PLC announce the resignation of Bob Bigley as Finance Director. Bob will be leaving the company by mutual agreement on 30 November 2009 to pursue other career opportunities.
Commenting on Bob Bigley's resignation Edward Ziff said:
"We are grateful to Bob for the professional approach and diligence he has applied to all the work he has undertaken for TCS during the four years that he has been with us.
Whilst the property sector has been experiencing unprecedented tough trading conditions for some time, we consider Bob's input to the Board both as Corporate Development Director and more recently, in addition, as Finance Director has created and added significant value to the company.
The Board and Company wish Bob well and every success for the future."
For further infomation, please contact:
Smithfield 020 7360 4900
Reg Hoare / Rebecca Whitehead
Name: Edward Ziff
Email: edward.ziff@tcs-plc.co.uk
Tel:0113 222 1234
Notifications of Major Interests in Shares21 September 2009
Notifications of Major Interests in Shares14 September 2009
TOWN CENTRE SECURITIES PLC NOTICE OF RESULTS 3rd September 2009
Town Centre Securities PLC, The Leeds based property investment and development company, will be announcing its preliminary results for the year ended 30 June 2009 on Wednesday, 9 September 2009.
An analyst meeting will be held on the morning of the results at the offices of Smithfield.
For further infomation, please contact:
Reg Hoare / Rebecca Whitehead
Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234
Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234
TOWN CENTRE SECURITIES PLC ANNOUNCES ACCEPTANCES BY THE ROYAL BANK OF SCOTLAND PLC OF OFFERS TO TENDER STOCK 3 August 2009
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON RESIDENT IN THE UNITED STATES OF AMERICA, AUSTRALIA, ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND
Town Centre Securities PLC (TCS), the Leeds based property investment and development company, today announces the result of the tender offer by The Royal Bank of Scotland plc (RBS) to holders of its £150,000,000 5.375 per cent. First Mortgage Debenture Stock due 2031 with ISIN GB00B1HHKK03 ("Stock").
Highlights:
• an aggregate principal amount of stock of £43,799,000 has been accepted for purchase at a average weighted purchase price of 77.556p
• this stock will be repurchased from RBS by TCS and cancelled, such purchase by TCS to be funded out of its existing bank facilities
• as a result of this transaction TCS's net debt will reduce by approximately £9 million net of expenses
Edward Ziff, Chairman, commenting, said:
"This transaction will enable us to optimise TCS's debt profile by both reducing debt and finance charges whilst providing us with far greater flexibility in respect of the funding of the business going forward." "Overall it significantly increases TCS's headroom with respect to its loan to value covenants, thus freeing up funds to invest in attractive opportunities."
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Bob Bigley, Finance Director
Smithfield
Reg Hoare / Rebecca Whitehead 0207 360 4900
Result of the Tender Offer
On 16 July 2009, TCS announced that RBS had invited the holders of the Company's Stock to tender Stock for purchase by RBS for cash ("Tender Offer"). The Tender Offer was made on the terms of and subject to the terms set out in a tender offer memorandum dated 16 July 2009 ("Tender Offer Memorandum") prepared by RBS and closed at 4 pm (London time) on 30 July 2009.
TCS announces that an aggregate principal amount of Stock of £43,799,000 has been accepted for purchase by RBS ("Purchased Stock"). The average weighted purchase price in respect of the Purchased Stock is 77.556p.
Settlement in respect of the Purchased Stock is expected to occur on 4 August 2009.
Requests for information in relation to the Tender Offer should be directed to:
RBS
The Royal Bank of Scotland plc
135 Bishopgate
London
EC2M 3UR
Telephone: +44 (0)20 7085 8056 for the attention of Andrew Burton
or
+44 (0)20 7085 3781 for the attention of Gianmarco Deiana
Email: liabilitymanagement@rbs.com
Financial Impact on TCS
As announced on 16 July 2009, the Stock acquired by RBS pursuant to the Tender Offer will subsequently be repurchased by TCS and cancelled. Such repurchase will be funded out of TCS’s existing bank facilities. As a result of the purchase and cancellation of £43,799,000 of Stock at 77.556p, TCS's net debt will reduce by approximately £9 million net of expenses. At the same time TCS's finance charges are expected to fall significantly, thus enhancing its interest cover and improving profitability.
The transaction will enable TCS to optimise its debt profile by both reducing debt and finance charges whilst providing the directors with far greater flexibility in respect of the funding of the business going forward.
Overall it significantly increases TCS’s headroom with respect to its loan to value covenants, thus freeing up funds to invest in attractive opportunities.
Further information on TCS's financial position and funding will be provided at the time of the announcement of its preliminary results for the year ended 30 June 2009, which are expected to be issued on 9 September 2009.
DISCLAIMER
This announcement does not constitute an offer to buy or a solicitation of an offer to sell any Stock. This announcement must be read in conjunction with the Tender Offer Memorandum.
UNITED KINGDOM
The communication of the Tender Offer has not been made, and will not be made, and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials have not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such document and/or materials as a financial promotion has only been made to: (a) persons outside the United Kingdom, (b) persons falling with the definition of investments professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order"), (c) persons falling within the definition of a high net worth company or unincorporated association (as defined in Article 43 of the Order), or (d) other persons to whom it may lawfully be made (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these communications relate is available only to relevant persons and will be engaged in only with relevant persons.
UNITED STATES AND OTHER JURISDICTIONS
The Tender Offer was not made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate of foreign commerce of or of any facilities of a national securities exchange of, the United States or any jurisdiction in which the Tender Offer would be unlawful (each a "Restricted Jurisdiction"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer Memorandum must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United State or a Restricted Jurisdiction or to any persons located or resident in the United States or a Restricted Jurisdiction.
3rd August 2009
TOWN CENTRE SECURITIES PLC ANNOUNCES AN INVITATION BY THE ROYAL BANK OF SCOTLAND PLC TO TENDER STOCK FOR PURCHASE
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON RESIDENT IN THE UNITED STATES OF AMERICA, AUSTRALIA, ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND
Town Centre Securities PLC ("Company") is pleased to announce that it intends to take the opportunity to optimise its debt profile by purchasing for cash up to a maximum principal amount of £45,000,000 of the Company's £150,000,000 5.375 per cent. First Mortgage Debenture Stock due 2031 with ISIN GB00B1HHKK03 ("Stock"). Accordingly, the Company announces that The Royal Bank of Scotland plc ("RBS") has today invited, on the terms of and subject to the terms set out in a tender offer memorandum dated 16 July 2009 ("Tender Offer Memorandum"), the holders of the Stock to tender such Stock for purchase by RBS for cash ("Tender Offer").
The Stock acquired by RBS pursuant to the Tender Offer will subsequently be repurchased by the Company and cancelled.
Pursuant to the Tender Offer RBS proposes to purchase Stock up to a maximum principal amount of £45,000,000 at prices between 70 per cent. and 80 per cent. of the principal amount of the Stock to be determined by an unmodified Dutch auction procedure plus accrued interest.
Holders of the Stock are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. Copies of the Tender Offer Memorandum and other related documents will be made available only to the holders of the Stock (subject to certain restrictions set out below). The Tender Offer is not being made to, and any offers to tender will not be accepted from or on behalf of, holders of Stock located or resident in any jurisdiction in which such solicitation or offer would be unlawful ("Restricted Jurisdictions").
The Tender Offer is expected to close at 4 pm (London time) on 30 July 2009 unless extended by RBS (such date and time with respect to the Offers, as it may be extended, being the "Expiration Time"). In order to be eligible holders of Stock must validly complete and return their offer form and accompanying documents, in accordance with the process set out in the Tender Offer Memorandum prior to the Expiration Time. A summary of the proposed timetable for the Tender Offer is set out below:
Action Timing*
Offer Period 16 July 2009 to 4 p.m. (London time) on 30 July 2009
Notification of results of Tender Offer 3 August 2009
Settlement Date 4 August 2009
Despatch of cheques 4 August 2009
* The above timings may be altered by RBS in its absolute discretion.
Requests for information in relation to the Tender Offer should be directed to:
RBS
The Royal Bank of Scotland plc
135 Bishopgate
London
EC2M 3UR
Telephone: +44 (0)20 7085 8056 for the attention of Andrew Burton
or
+44 (0)20 7085 3781 for the attention of Gianmarco Deiana
Email: liabilitymanagement@rbs.com
the Receiving Agent:
Capita Registrars Limited
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Telephone: 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 am and 5.00 pm (London time) Monday to Friday (except UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.
Further Information
Town Centre Securities PLC: www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Bob Bigley, Finance Director
Smithfield
Reg Hoare 0207 360 4900
DISCLAIMER
This announcement does not constitute an offer to buy or a solicitation of an offer to sell any Stock. This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Stock are held on its behalf by a broker, dealer, bank or custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Stock in the Tender Offer. Neither the Company nor RBS makes any recommendation whether holders of the Stock should tender Stock in the Tender Offer.
OFFER RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement of the Tender Offer Memorandum comes are required by RBS to inform themselves about and to observe such restrictions.
Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234
Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234
Town Centre Securities PLC, the Leeds based property investment company, announces the appointment of Howard Stanton as a non-executive director with effect from 23 April 2009. Non-executive director Robin Smith, who had been a director of TCS since 1999, stepped down from the board on 23 April 2009.
Howard Stanton is a certified account and currently holds non-executive directorships with Delek Global Real Estate plc, O Twelve Estates Limited, both AIM listed companies, Anglo Scottish Properties PLC, Rock Joint Ventures Limited and Stylo plc. Howard was formerly Chairman and previously Managing Director of Allied London Properties plc.
Save for these appointments there is no other information which requires disclosure under the Listing Rules (LR 9.6.13) concerning his appointment.
Commenting, Edward Ziff, Chairman and Chief Executive of TCS said:
“On behalf of the Company I am delighted to welcome Howard Stanton to the Board. His extensive experience of both finance and the property sector will be most valuable and bring a new dimension to the TCS Board. We look forward to working with Howard and to the contribution he will bring."
“Robin brought to the Board a breadth of experience and knowledge during his tenure as non-executive director. On behalf of the Company I would like to express thanks to him for his contribution that has been invaluable to our development over the years of his involvement."
Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234
Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234
DISPOSALS
Town Centre Securities PLC, the Leeds based property investment and development company, announces that it has exchanged contracts for the sale of two properties in Leeds to Bramall Properties Limited for £13.75million.
The properties, in Albion Place, which is let to WH Smith and Hospital Medical Group, and Albion Street, let to Waterstones, have a passing rent of £1.14million.
The proceeds will be paid in cash and used to pay down group debt.
Completion will take place on 27th May 2009.
Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234
Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234
Notifications of Major Interests in Shares 25 February 2009
Click here to download Notifications of Major Interests in Shares Click here to download Notifications of Major Interests in Shares Click here to download Notifcation of Major Interests in Shares Town Centre Securities PLC ("Company") announces that it has been notified by Micheal Ziff, a director of the Company, that, further to a restructuring of the Stylo group of companies, he has granted security over 2,160,000 ordinary shares in the Company owned by him as further security in respect of a loan entered into on 16 August 1993 Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234 Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234 Town Centre Securities PLC ("Company") announces that it has been notified by Edward Ziff, a director of the Company, that, further to a restructuring of the Stylo group of companies, he has granted security over 1,985,000 ordinary shares in the Company owned by him as further security in respect of a loan entered into on 16 August 1993. Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234 Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234 Town Centre Securities PLC, the Leeds based property investment and development company, will be announcing its interim results for the six months ended 31 December 2008 on Wednesday, 25 February 2009.An analyst meeting will be held on the morning of the results at the offices of Smithfield. Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234 Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234 Town Centre Securities plc ("TCS" or "The Company"), the Leeds based property investment and development company, notes this morning's announcement by Stylo plc ("Stylo"), with whom it shares common directors (Edward and Michael Ziff) and common shareholders (including Edward and Michael Ziff and Ziff family members). The Administrators of the principal trading subsidiaries of Stylo are proposing Company Voluntary Arrangements ("CVAs") to the creditors of each of the subsidiaries in administration. TCS believes that CVAs represent an innovative and pioneering route to address the issues faced by many retailers in the current economic environment. CVAs recognise the interests of all creditors, including landlords, in contrast to the "prepack" administrations which have been common in recent months. On a trading level the relationship between TCS and Stylo extends to only one store, in the Merrion Centre, Leeds, where TCS is the landlord and Stylo is the tenant. On the basis that TCS is in favour of a CVA in preference to a "prepack", it will consider the proposals in detail, but in principle expects to approve Stylo's CVA. Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234 Name: Ann McGookin Email: ann.mcgookin@tcs-plc.co.uk Tel:0113 222 1234 Town Centre Securities PLC ("Company") announces that it has been notified by Michael Ziff, a director of the Company, that security over 722,551 ordinary shares in the Company currently held by the trustees of Will Trust No.30 was granted against a loan made to him on 16 August 1993. Michael Ziff is a trustee of the Will Trust No. 30 and his children are among the beneficiaries of that Trust. Name: Edward Ziff Email: edward.ziff@tcs-plc.co.uk Tel:0113 222 1234
Notifications of Major Interests in Shares 25 February 2009
Notifications of Major Interests in Shares 25 February 2009
Director/PDMR Shareholding 25 February 2009
Director/PDMR Shareholding 25 February 2009
Notice of Results 6 February 2009
Statement re Stylo PLC 26 January 2009
Director/PDMR Shareholding 23 January 2009