Town Centre Regulatory News (TOWN)

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This announcement contains inside information

5 December 2023

Town Centre Securities PLC

(The 'Group' or the 'Company')

Results of the Tender Offer

The Company today announces the results of the Tender Offer, as set out in the shareholder circular published by the Company on 8 November 2023 (the "Circular"), which closed on 1 December 2023.

 In total, 6,292,920 Ordinary Shares will be purchased via the Tender Offer at a price of 145.0p per Ordinary Share for a total cost of £9.125m. This represents approximately 13.0% of the issued share capital of the Company.

It is anticipated that by 18 December 2023, the proceeds payable to the Company's Shareholders for the certificated Ordinary Shares purchased under the Tender Offer will be despatched in the form of a cheque and that CREST account holders will have their CREST accounts credited too by 18 December 2023.

As set out in the Circular, the Ordinary Shares will be purchased by Liberum pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from Liberum.

Following such purchase, the Company intends to cancel such Ordinary Shares, reducing its Issued Ordinary Share Capital from 48,455,599 Ordinary Shares to 42,162,679 Ordinary Shares. This figure of 42,162,679 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Ordinary Shares under the FCA's Disclosure Guidance and Transparency Rules.

Following completion of the purchase of Ordinary Shares pursuant to the Tender Offer, the Concert Party will be interested in a total of 57.0% of the reduced Issued Ordinary Share Capital. As a consequence, the Concert Party remains free to purchase additional shares, if required, without being subject to any obligation to make a general offer under Rule 9 of the Takeover Code.

Following the purchase of Ordinary Shares pursuant to the Tender Offer, the percentage of Ordinary Shares in the Company held beneficially by the public will fall below the 35% threshold required for the Company not to be considered a 'close company' for UK taxation purposes. As such, the Company will automatically lose its REIT status with effect from 30 June 2023, as the Company will no longer meet the 'close company condition' under the REIT legislation. The loss in REIT status will result in the Group's profits and gains being subject to corporation tax, from 1 July 2023, at the standard corporation taxation rate of 25%. Further information regarding the close company condition and the implications and consequences that may arise as a result of the loss of REIT status, were set out in Part IV (Risk Factors) and in Section B (the UK REIT Regime and UK Taxation) of Part VI of the Circular.

Capitalised terms used in this announcement have the meanings given to them in the announcement of the Company dated 8 November 2023 in respect of the Tender Offer.

ENDS

For further information, please contact:

Town Centre Securities PLC

Edward Ziff, Chairman and Chief Executive

Ben Ziff, Managing Director: CitiPark PLC, TCS Energy & Technology

Stewart MacNeill, Group Finance Director

www.tcs-plc.co.uk / @TCS PLC

0113 222 1234

Liberum

Jamie Richards / Lauren Kettle / Nikhil Varghese

020 3100 2123

MHP

tcs@mhpgroup.com

Reg Hoare / Matthew Taylor

020 3128 8100