3rd Aug 2009 15:00
3 August 2009
Town Centre Securities plc announces ACCEPTANCES BY THE ROYAL BANK OF SCOTLAND PLC OF OFFERS TO tender STOCK
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 ("TCS"), the Leeds based property investment and development company, today announces the result of the tender offer by The Royal Bank of Scotland plc ("RBS") to holders of its £150,000,000 5.375 per cent. First Mortgage Debenture Stock due 2031 with ISIN GB00B1HHKK03 ("Stock").
Highlights:
an aggregate principal amount of stock of £43,799,000 has been accepted for purchase at a average weighted purchase price of 77.556p
this stock will be repurchased from RBS by TCS and cancelled, such purchase by TCS to be funded out of its existing bank facilities
as a result of this transaction TCS's net debt will reduce by approximately £9 million net of expenses
Edward Ziff, Chairman, commenting, said:
"This transaction will enable us to optimise TCS's debt profile by both reducing debt and finance charges whilst providing us with far greater flexibility in respect of the funding of the business going forward."
"Overall it significantly increases TCS's headroom with respect to its loan to value covenants, thus freeing up funds to invest in attractive opportunities."
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Bob Bigley, Finance Director
Smithfield
Reg Hoare / Rebecca Whitehead 0207 360 4900
Result of the Tender Offer
On 16 July 2009, TCS announced that RBS had invited the holders of the Company's Stock to tender Stock for purchase by RBS for cash ("Tender Offer"). The Tender Offer was made on the terms of and subject to the terms set out in a tender offer memorandum dated 16 July 2009 ("Tender Offer Memorandum") prepared by RBS and closed at 4 pm (London time) on 30 July 2009.
TCS announces that an aggregate principal amount of Stock of £43,799,000 has been accepted for purchase by RBS ("Purchased Stock"). The average weighted purchase price in respect of the Purchased Stock is 77.556p.
Settlement in respect of the Purchased Stock is expected to occur on 4 August 2009.
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: [email protected]
Financial Impact on TCS
As announced on 16 July 2009, the Stock acquired by RBS pursuant to the Tender Offer will subsequently be repurchased by TCS and cancelled. Such repurchase will be funded out of TCS's existing bank facilities. As a result of the purchase and cancellation of £43,799,000 of Stock at 77.556p, TCS's net debt will reduce by approximately £9 million net of expenses. At the same time TCS's finance charges are expected to fall significantly, thus enhancing its interest cover and improving profitability.
The transaction will enable TCS to optimise its debt profile by both reducing debt and finance charges whilst providing the directors with far greater flexibility in respect of the funding of the business going forward.
Overall it significantly increases TCS's headroom with respect to its loan to value covenants, thus freeing up funds to invest in attractive opportunities.
Further information on TCS's financial position and funding will be provided at the time of the announcement of its preliminary results for the year ended 30 June 2009, which are expected to be issued on 9 September 2009.
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.
United Kingdom
The communication of the Tender Offer has not been made, and will not be 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 have 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 has only been 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 was not 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 jurisdiction in which the Tender Offer would be unlawful (each a "Restricted Jurisdiction"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. 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.
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