Town Centre Regulatory News (TOWN)

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 £370m. 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