Town Centre Regulatory News (TOWN)

13 Nov 2006 12:19

Town Centre Securities PLC13 November 2006 This announcement is not for distribution into the United States or Italy. The Exchange Offer was restricted by law, including the laws of the UnitedStates, Italy, the United Kingdom, France, Belgium and Spain as described below. THE EXCHANGE OFFER WAS NOT BEING MADE WITHIN, AND THIS ANNOUNCEMENT IS NOT FORDISTRIBUTION INTO, THE UNITED STATES OR TO U.S. PERSONS AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIESACT"). NEITHER THIS ANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM IS AN OFFEROF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED, SOLDOR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROMREGISTRATION. THE NEW STOCK TO BE ISSUED PURSUANT TO THE EXCHANGE OFFER HAS NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIESLAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY BE OFFERED, SOLDOR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. NEITHER THISANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM MAY BE DISTRIBUTED OR MADEAVAILABLE IN THE REPUBLIC OF ITALY AND PERSONS RESIDENT AND/OR LOCATED IN THEREPUBLIC OF ITALY COULD NOT PARTICIPATE IN THE EXCHANGE OFFER. THE DISTRIBUTIONOF THE EXCHANGE OFFER MEMORANDUM AND THIS ANNOUNCEMENT IN, AMONGST OTHERCOUNTRIES, THE UNITED KINGDOM, FRANCE, BELGIUM AND SPAIN IS ALSO RESTRICTED BYTHE LAWS OF THOSE JURISDICTIONS. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANYJURISDICTION IN RELATION TO THE EXCHANGE OFFER THAT WOULD PERMIT A PUBLICOFFERING OF SECURITIES. Town Centre Securities PLC Debt Exchange Offer Pricing London - 13 November 2006 With respect to the debt Exchange Offer and related Proposal announced on 19October 2006, Town Centre Securities PLC (the "Company") announces that at 11amLondon 13 November 2006 the Benchmark Gilts were fixed and the Exchange Offerwas priced as follows: Existing Stock Benchmark Gilt: 4.428% New Stock Benchmark Gilt: 4.075%Early Exchange Spread: 100bps New Stock Spread: 130bpsEarly exchange yield: 5.428% New Stock yield: 5.375%Early Exchange Price: 150.138% New Stock Coupon: 5.375%Late Exchange Spread: 110bps New Stock Price: 100.000%Late exchange yield: 5.528% Early Exchange Ratio: 1.5014Late Exchange Price: 148.839% Late Exchange Ratio: 1.4884Cash Call Price: 148.839% The Company has decided to issue Additional New Stock such that the aggregateprincipal amount of New Stock to be issued will be £150,000,000. Settlement Date is expected to occur on 20 November 2006. The Exchange Offer was made upon the terms and subject to the conditionsdescribed in the Exchange Offer Memorandum dated 19 October 2006. Capitalisedterms used in this announcement shall have the meanings ascribed to them in theExchange Offer Memorandum, unless otherwise defined herein. Copies of theExchange Offer Memorandum are available from the Company's registered office. For further information Dealer Manager: Credit Suisse Securities (Europe) LimitedName Telephone E-mail---------------- ------------------ -----------------Paul Hawker +44 (0) 20 7883 6748 paul.hawker@credit-suisse.com -------------------------------Neil Slee +44 (0) 20 7888 5197 neil.slee@credit-suisse.com---------------- ------------------ ----------------- The Company: Town Centre Securities PLCAddress--------------------Town Centre SecuritiesAttention: Edward Ziff and Karen PriorTown Centre HouseThe Merrion CentreLeeds LS2 8LY OFFER RESTRICTIONS The Dealer Manager takes no responsibility for the contents of thisannouncement. The Exchange Offer Memorandum does not constitute an invitation toparticipate in the Exchange Offer in any jurisdiction in which, or to or fromany person to or from whom, it is unlawful to make such invitation underapplicable securities laws. The distribution of this announcement and theExchange Offer Memorandum in certain jurisdictions may be restricted by law.Persons into whose possession this announcement and the Exchange OfferMemorandum comes are required by each of the Company, the Dealer Manager and theExchange Agent to inform themselves about, and to observe, any suchrestrictions. No action has been or will be taken in any jurisdiction by the Company, theDealer Manager and the Exchange Agent that would permit a public offering of theNew Stock. United States The Exchange Offer was not being made, directly or indirectly, in or into, or byuse of the mail of, or by any means or instrumentality of interstate or foreigncommerce of or any facilities of a national securities exchange of, the UnitedStates. This includes, but is not limited to, facsimile transmission, electronicmail, telex, telephone and the internet. Accordingly, copies of thisannouncement, the Exchange Offer Memorandum and any other documents or materialsrelating to the Exchange Offer were not being, and must not be, directly orindirectly mailed or otherwise transmitted or distributed in or into the UnitedStates and the Exchange Offer could not be accepted by any such use, means,instruments or facilities from or within the United States. Any purportedacceptance of the Exchange Offer resulting directly or indirectly from aviolation of these restrictions has been invalidated. The Exchange Agent did notaccept any Stockholder Instruction on behalf of any person by any such use,means, instrumentality or facility from or within the United States. Neither this announcement nor the Exchange Offer Memorandum is an offer ofsecurities for sale in the United States. The Existing Stock, the New Stock andany Additional Stock (as defined herein) have not been, and will not be,registered under the Securities Act (as defined herein), or the securities lawsof any state or jurisdiction of the United States, and may not be offered, soldor delivered, directly or indirectly, in the United States. The purpose of theExchange Offer Memorandum is limited to the Exchange Offer and neither thisannouncement nor the Exchange Offer Memorandum could be sent or given other thanin an offshore transaction in accordance with Regulation S under the SecuritiesAct. Each holder of Existing Stock participating in the Exchange Offer willrepresent that it is not located in the United States and is not a U.S. person(within the meaning of Regulation of the Securities Act) and is not giving anorder to participate in the Exchange Offer from the United States or on behalfof a U.S. person. For the purposes of this paragraph, United States means UnitedStates of America, its territories and possessions, any state of the UnitedStates of America and the District of Columbia. United Kingdom This announcement and the Exchange Offer Memorandum is only for circulation topersons within the United Kingdom falling within the definition of InvestmentProfessionals (as defined in Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 ofthe Order, or other persons to whom it may lawfully be communicated inaccordance with the Order. France The Exchange Offer was not being made, directly or indirectly, to the public inFrance and only qualified investors (Investisseurs Qualifies) as defined in andin accordance with Articles L.411-2 and D.411-1 of the French Code Monetaire etFinancier are eligible to accept the Exchange Offer. None of this announcement,the Exchange Offer Memorandum or any other offering material relating to theExchange Offer have been and shall not be distributed to the public in France.The Exchange Offer Memorandum has not been submitted to the clearance of theAutorite des marches financiers. Belgium The Exchange Offer has not been notified to the Belgian Banking, Finance andInsurance Commission (Commission bancaire, financiere et des assurances)pursuant to Article 18 of the Belgian Law of 22 April 2003 on the publicoffering of securities (the "Law on Public Offerings") nor has the ExchangeOffer Memorandum been, nor will it be, approved by the Belgian Banking, Financeand Insurance Commission pursuant to Article 14 of the Law on Public Offerings.Accordingly, the Exchange Offer could not be advertised and neither thisannouncement nor the Exchange Offer Memorandum nor any other informationcircular, brochure or similar document could be distributed, directly orindirectly, to any person in Belgium other than institutional investors referredto in Article 3.2degrees of the Belgian Royal Decree of 7 July 1999 on thepublic character of financial transactions, acting for their own account. Spain The Exchange Offer was not being made, directly or indirectly, to any residentof Spain other than qualified investors (Inversores Cualificadus) as defined inArticle 39 of the Spanish Royal Decree 1310/2005, of 4 November 2005. TheExchange Offer Memorandum has not been registered with the Comision Nacional delMercado de Valores. Accordingly, this announcement, the Exchange OfferMemorandum and any other offering material relating to the Exchange Offer or theExisting Stock could only be distributed or made available in Spain pursuant toand in compliance with Law 24/1988, as amended. Italy The Exchange Offer was not being made in the Republic of Italy. The ExchangeOffer, this announcement and the Exchange Offer Memorandum have not beensubmitted to the clearance procedure of the Commissione Nazionale per le societae la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly,Stockholders are hereby notified that, to the extent such holders are personsresident and/or located in the Republic of Italy, the Exchange Offer was notavailable to them and they could not submit for exchange Existing Stock in theExchange Offer nor could the New Stock be offered, sold or delivered in Italyand, as such, any acceptances received from such persons shall be ineffectiveand void, and none of this announcement, the Exchange Offer Memorandum nor anyother offering material relating to the Exchange Offer, the Existing Stock, theNew Stock or the Additional Stock could be distributed or made available in theRepublic of Italy. General The Exchange Offer does not constitute an offer to buy or the solicitation of anoffer to sell the Existing Stock, the New Stock and/or the Additional Stock inany circumstances in which such offer or solicitation is unlawful. In thosejurisdictions where the securities, blue sky or other laws require the ExchangeOffer to be made by a licensed broker or dealer, the Exchange Offer shall bedeemed to be made on behalf of the Company by the Dealer Manager or one or moreregistered brokers or dealers licensed under the laws of such jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange