Thg Regulatory News (THG)

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Terrace Hill Group plc in any jurisdiction in which any such offer or solicitation would be unlawful.

28 April 2014

Terrace Hill Group plc (the "Company")

(to be re-named Urban&Civic plc)

Results of Placing to raise £170 million through a placing of 75,555,556 Placing Shares at 225 pence per Share

On 28 April 2014, the Company issued a prospectus (the "Prospectus") relating to its proposed acquisition of Urban&Civic Holdings S.a.r.l ("Urban&Civic"), proposed placing to raise gross proceeds of £170 million and proposed admission to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities.

The Company today announces that 75,555,556 new Ordinary Shares will be issued pursuant to the Placing raising gross proceeds of £170m.

The Placing is conditional on, among other things, the passing of the Resolution at the General Meeting to be held at 9.00am on 14 May 2014.

Application will be made for the Enlarged Share Capital to be admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and dealings in the Ordinary Shares will commence at 8.00 a.m. on 22 May 2014. Following Admission the Ordinary Shares will trade under the ticker symbol UANC (ISIN: GB00BKT04W07).

Nigel Hugill , Executive Chairman of Urban&Civic commented: "I would like to thank all those that applied for stock and contributed to our being substantially over subscribed. We took the decision early to raise only what we thought we could invest quickly and resisted the temptation to increase the size of the issue when it became clear that we would enjoy strong support. People evidently have long memories and we will start with a gratifying spread of predominantly sector specialist investors. We shall do everything that we can to deliver on the resulting expectations."

Unless otherwise defined, the terms used in this Announcement shall have the same meaning as set out in the Prospectus.

For further information please contact:

Terrace Hill Group plc 020 7631 1666

Philip Leech

Jon Austen

Urban&Civic 020 7569 1600

Nigel Hugill

Robin Butler

Ernst & Young 020 7951 2000

(Financial adviser to Terrace Hill)

Julie Green

Scott Orr

J.P. Morgan Cazenove 020 7742 4000

(Financial adviser to Urban&Civic and Joint Bookrunner to the Enlarged Group)

Robert Fowlds

Bronson Albery

Oriel Securities 020 7710 7600

(Nominated adviser to Terrace Hill and Joint Bookrunner to the Enlarged Group)

Mark Young

David Arch

FTI Consulting 020 3727 1000

(Financial Public Relations advisor)

Richard Sunderland

Stephanie Highett

Nick Taylor

Will Henderson

IMPORTANT NOTICE

THE MATERIAL SET FORTH IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.