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Property Acquisition

10 Jul 2012 07:00

RNS Number : 2655H
Town Centre Securities PLC
10 July 2012
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10 July 2012

Town Centre Securities PLC

Property Acquisition

Notice of General Meeting

Town Centre Securities PLC (the "Company" or "TCS"), the Leeds based property investment and development company, announces that it has agreed terms on a proposed transaction (the "Transaction") to acquire the entire issued share capital of Apperley Bridge Limited ("Apperley"). Apperley owns a 6.8 acre site and associated buildings at Apperley Bridge, Bradford (the "Property") that is currently occupied as the head office of Barratts Trading Limited, which operates the Barratts and Priceless shoe chains. The vendors are Edward Ziff and Michael Ziff, directors and shareholders in the Company.

The Company will pay Β£1,316,000 in cash to purchase the entire share capital of Apperley. The cash consideration will be adjusted based on the net asset position of Apperley as at the date of completion, with the maximum consideration being capped at Β£1,341,000. In addition the Company will advance a loan of Β£1,000,000 to Apperley in order for it to repay an outstanding loan on its balance sheet.

For the purposes of the Transaction, the Independent Directors of TCS have had the Property independently valued by Sanderson Weatherall LLP as at 20 February 2012. This valuation shows the Property market value to be Β£2,350,000. The Company expects the net assets of Apperley following completion and on the basis of this valuation to be approximately Β£1,446,000.

Upon completion of the Transaction, the Company intends to pursue a strategy of obtaining planning permission for alternative residential use which if granted may give rise to a significant future gain.

Edward Ziff (Chairman and Chief Executive of TCS) and Michael Ziff (Non-Executive Director of TCS) are both directors and shareholders of The Company and of Apperley, and as such the Transaction is a substantial property transaction under the terms of Section 190 of the Companies Act 2006 and requires the prior approval (by passing of an ordinary resolution) of shareholders.

A shareholder circular (the "Circular") providing full details of the Transaction will be posted to shareholders on Friday 13th July 2012 and will also be available on the same day for download, free of charge, on the Company's website. Accompanying the Circular is a notice of general meeting to be held on Tuesday 9 August 2012 at 10 am at which shareholders will be asked to consider and, if thought fit, approve the Transaction (the "General Meeting"). A copy of the Circular will be submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do. A copy of the Circular, the Sale and Purchase agreement and the lease to Barratts Trading Limited will also be available for inspection by shareholders at DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE, from the time of the publication of the Circular until the date of the General Meeting.

For further information, please contact:

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Town Centre Securities Plc: www.tcs-plc.co.uk

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John Nettleton, Senior Independent Non-Executive Director 0113 222 1234

Chris Kelly, Finance Director

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MHP Communications: 0203 128 8100

Reg Hoare/ Vicky Watkins

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This information is provided by RNS
The company news service from the London Stock Exchange
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