Town Centre Regulatory News (TOWN)

16 Jul 2009 11:20



16 July 2009

Town Centre Securities plc announces an invitation BY THE ROYAL BANK OF SCOTLAND PLC to tender STOCK for purchase 

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON RESIDENT IN THE UNITED STATES OF AMERICA, AUSTRALIA, ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND

Town Centre Securities PLC ("Company") is pleased to announce that it intends to take the opportunity to optimise its debt profile by purchasing for cash up to a maximum principal amount of £45,000,000 of the Company's £150,000,000 5.375 per cent. First Mortgage Debenture Stock due 2031 with ISIN GB00B1HHKK03 ("Stock"). Accordingly, the Company announces that The Royal Bank of Scotland plc ("RBS") has today invited, on the terms of and subject to the terms set out in a tender offer memorandum dated 16 July 2009 ("Tender Offer Memorandum"), the holders of the Stock to tender such Stock for purchase by RBS for cash ("Tender Offer"). 

The Stock acquired by RBS pursuant to the Tender Offer will subsequently be repurchased by the Company and cancelled.

Pursuant to the Tender Offer RBS proposes to purchase Stock up to a maximum principal amount of £45,000,000 at prices between 70 per cent. and 80 per cent. of the principal amount of the Stock to be determined by an unmodified Dutch auction procedure plus accrued interest.

Holders of the Stock are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. Copies of the Tender Offer Memorandum and other related documents will be made available only to the holders of the Stock (subject to certain restrictions set out below). The Tender Offer is not being made to, and any offers to tender will not be accepted from or on behalf of, holders of Stock located or resident in any jurisdiction in which such solicitation or offer would be unlawful ("Restricted Jurisdictions").

The Tender Offer is expected to close at 4 pm (London time) on 30 July 2009 unless extended by RBS (such date and time with respect to the Offers, as it may be extended, being the "Expiration Time"). In order to be eligible holders of Stock must validly complete and return their offer form and accompanying documents, in accordance with the process set out in the Tender Offer Memorandum prior to the Expiration Time. A summary of the proposed timetable for the Tender Offer is set out below:

* The above timings may be altered by RBS in its absolute discretion.

Requests for information in relation to the Tender Offer should be directed to:

RBS

The Royal Bank of Scotland plc

135 Bishopgate

London

EC2M 3UR

Telephone:  +44 (0)20 7085 8056 for the attention of Andrew Burton 

or 

+44 (0)20 7085 3781 for the attention of Gianmarco Deiana

Email: liabilitymanagement@rbs.com

the Receiving Agent:

Capita Registrars Limited

Corporate Actions

The Registry

34 Beckenham Road

Beckenham

Kent, BR3 4TU

Telephone: 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK between 9.00 am and 5.00 pm (London time) Monday to Friday (except UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

Further Information

Town Centre Securities PLC: www.tcs-plc.com

Edward Ziff, Chairman and Chief Executive 0113 222 1234

Bob Bigley, Finance Director

Smithfield

Reg Hoare 0207 360 4900

DISCLAIMER

This announcement does not constitute an offer to buy or a solicitation of an offer to sell any Stock. This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Stock are held on its behalf by a broker, dealer, bank or custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Stock in the Tender Offer. Neither the Company nor RBS makes any recommendation whether holders of the Stock should tender Stock in the Tender Offer.

OFFER RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement of the Tender Offer Memorandum comes are required by RBS to inform themselves about and to observe such restrictions.

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell any Stock, and tender of Stock in the Tender Offer will not be accepted from holders of Stock, in any jurisdiction wherein such offer or solicitation is unlawful.

United Kingdom

The communication of the Tender Offer Memorandum and other documents or materials relating to the Tender Offer are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such document and/or materials as a financial promotion is only being made to: (a) persons outside the United Kingdom, (b) persons falling with the definition of investments professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order"), (c) persons falling within the definition of a high net worth company or unincorporated association (as defined in Article 43 of the Order), or (d) other persons to whom it may lawfully be made (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these communications relate is available only to relevant persons and will be engaged in only with relevant persons.

United States AND OTHER JURISDICTIONS

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate of foreign commerce of or of any facilities of a national securities exchange of, the United States or any other Restricted Jurisdiction. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Stock may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or any other Restricted Jurisdiction or by any persons located or resident in the United States or a Restricted Jurisdiction. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer Memorandum must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United State or a Restricted Jurisdiction or to any persons located or resident in the United States or a Restricted Jurisdiction. Any purported tender of Stock in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Stock made by a person located in the United States or a Restricted Jurisdiction or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or a Restricted Jurisdiction will be invalid and will not be accepted. For the purposes of this paragraph, United States of America means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.