TIDMTOWN
RNS Number : 1379F
Town Centre Securities PLC
03 November 2022
3 November 2022
Town Centre Securities PLC
('The Company' or 'TCS')
Commencement of Share Buy-back Programme
Town Centre Securities Plc, the Leeds , Manchester, Glasgow and
London property investment, development, car park and hotel
operator, today announces the launch of a new share buy-back
programme (the "Programme").
The Board remains acutely aware of the significant discount that
the Company's shares trade at relative to TCS's recently reported
net asset value (NAV) per share of 341p (EPRA NTA per share -
333p); both numbers stated as at 30 June 2022.
The Board regularly reviews capital allocation to optimise
long-term returns for shareholders; reflecting this TCS has
continued to make disposals to reduce debt including the
significantly accretive sale of its investment in YourParkingSpace.
Given the wide discount referred to above, and further to the 4
million share Tender Offer undertaken in August 2022, the Board
believes that share buybacks continue to be an appropriate means of
returning value, whilst maximising sustainable long-term growth for
shareholders, given the enhancement to NAV and earnings per share
that will result from reducing the number of shares in issue.
Accordingly, the Company today announces the commencement of the
Programme, to repurchase ordinary shares in accordance with the
remaining buyback authority granted by shareholders at its AGM on
29 December 2021 (the "2021 AGM"). Subject to the passing of the
relevant resolution at the Company's 2022 annual general meeting
(expected to be held on 22 November 2022, the "2022 AGM"), the
Programme is expected to continue in accordance with this refreshed
authority until the Company enters the closed period prior to
announcing its full year results for the year ended 30 June
2023.
Any purchase of ordinary shares will be executed
opportunistically and in accordance with the terms of the Company's
general authority to repurchase ordinary shares granted at the 2021
AGM, up to a maximum of 7,671,868 ordinary shares. Subject to the
passing of the relevant resolution at the 2022 AGM, any subsequent
purchase of ordinary shares will be executed in accordance with the
terms of this refreshed authority, up to a maximum of 7,279,590
ordinary shares.
The purpose of the Programme is to reduce the ordinary share
capital of the Company. No purchases will be made by the Company
under the Programme unless they are accretive on a per-share net
asset value basis.
The Board will keep the Programme under review and ensure that
the Group's loan-to-value ratio and liquidity remain within a
prudent level, to ensure it continues as an efficient and effective
means of generating value for shareholders. While the Company has
launched the Programme, there is no certainty on the volume of
shares that may be acquired under the Programme and the pace of
acquisitions.
Given the level of liquidity in the Company's shares, the
Company will retain the ability to exceed the average daily volume
restrictions established by the Commission Delegated Regulation
2016/1052/EU (as in force in the UK and as amended by the FCA's
Technical Standards (Market Abuse Regulation) (EU Exit) Instrument
2019) (the "Delegated Regulation") and therefore the Programme may
not fall within the safe harbour provisions of the Regulation.
In advance of moving into a closed period ahead of its half year
results for the period ending 31 December 2022 (the "Closed
Period"), the Company may choose to enter into an irrevocable
commitment with Liberum in order to continue the Programme through
a non-discretionary mandate, under which Liberum will make
purchases of shares within certain pre-set parameters independently
of, and uninfluenced by, the Company for the duration of the Closed
Period. Under the terms of any non-discretionary mandate, Liberum
will retain the ability to exceed the average daily volume
restrictions set out in the Delegated Regulation. Thereafter, the
Programme will continue on the basis set out above.
Liberum will purchase the Company's ordinary shares as
principal. Shares purchased through the Programme will be
cancelled.
Potential REIT Regime implications related to the Programme
The UK Real Estate Investment Trust ("REIT") Regime was
introduced by the UK Finance Act 2006. The Company elected for
Group REIT status with effect from 2 October 2007 and has been a
qualifying REIT since then.
As detailed in both the Company's circular to Shareholders dated
15 July 2022 (the "Circular") and the Annual Report of the Company
for the year ended 30 June 2022, one of the conditions for
continued REIT status is that over 35% of the Company's share
capital is held beneficially by the public. As at [19] October 2022
this percentage, assuming New Fortress Finance Holdings Limited
remains a close company (as defined by the REIT regulation) and not
held beneficially by the public, is 35.27%.
Accordingly the Company is able to buy-back for cancellation
203,789 ordinary shares held beneficially by the public before the
35% threshold is crossed. If this threshold were to be crossed the
Company would automatically lose its REIT status with effect from
the beginning of the current accounting period, commencing on 1
July 2022.
Shareholder attention is drawn to the consequences of a loss of
REIT status by the Company, as set out in Section B.II of the
Circular, and the associated risk factors set out in Section IV of
the Circular.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.co.uk / @TCS PLC
Edward Ziff, Chairman and Chief Executive
0113 222 1234
Stewart MacNeill, Group Finance Director
MHP Communications tcs@mhpc.com
Reg Hoare / Matthew Taylor 020 3128 8567
Liberum www.liberum.com
Jamie Richards / Lauren Kettle / Nikhil Varghese
020 3100 2123
Peel Hunt www.peelhunt.com
Carl Gough / Henry Nicholls / Capel Irwin 020 3597 8673 /
8640
Notes to Editors:
Town Centre Securities PLC (TCS) is a Leeds based property
investor and car park operator with assets of over GBP370m. With
more than 50 years' experience, a commitment to sustainable
development and a reputation for quality and innovation, TCS
creates mixed use developments close to transport hubs in major
cities across the UK.
For more information visit www.tcs-plc.co.uk
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END
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