Publication of prospectus

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Terrace Hill Group plc in any jurisdiction in which any such offer or solicitation would be unlawful. 

28 April 2014

Terrace Hill Group plc (the "Company")

(to be re-named Urban&Civic plc)

Publication of Prospectus

The prospectus of the Company dated 28 April 2014 (the "Prospectus") relating to the acquisition of Urban&Civic Holdings S.a.r.l ("Urban&Civic"), proposed placing to raise gross proceeds of £170 million and proposed admission to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities announced earlier today has been approved by the FCA and has been published. The Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.rns-pdf.londonstockexchange.com/rns/6880F_-2014-4-28.pdf

In addition, the Prospectus will shortly be available to view on the website of the Company, www.terracehill.co.uk and copies of the Prospectus will be made available at Berwin Leighton Paisner LLP's office at Adelaide House, London Bridge, London, EC4R 9HA.

For further information, please contact:

Enquiries:

Terrace Hill Group plc 020 7631 1666

Philip Leech

Jon Austen

Urban&Civic 020 7569 1600

Nigel Hugill

Robin Butler

Ernst & Young 020 7951 2000

(Financial adviser to Terrace Hill)

Julie Green

Scott Orr

J.P. Morgan Cazenove 020 7742 4000

(Financial adviser to Urban&Civic and Joint Bookrunner to the Enlarged Group)

Robert Fowlds

Bronson Albery

Oriel Securities 020 7710 7600

(Nominated adviser to Terrace Hill and Joint Bookrunner to the Enlarged Group)

Mark Young

David Arch

FTI Consulting 020 3727 1000

(Financial Public Relations advisor)

Richard Sunderland

Stephanie Highett

Nick Taylor

Will Henderson

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Terrace Hill's website at www.terracehill.co.uk. The contents of Terrace Hill's and Urban&Civic's websites, and those of any other website accessible from hyperlinks on Terrace Hill's and Urban&Civic's websites, are not incorporated into nor form part of this announcement.

IMPORTANT NOTICE

THE MATERIAL SET FORTH IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.