6 January 2022
Town Centre Securities PLC
('The Company' or 'TCS')
Commencement of New Share Buy-back Programme
Town Centre Securities Plc, the Leeds, Manchester, Glasgow and London property investment, development and car park operator, today announces the launch of a new share buy-back programme (the “Programme”); this follows an earlier share buy-back programme which commenced on 17 June 2021 and ended immediately prior to the Company's AGM on 29 December 2021.
The new buy-back reflects the fact that the Board remains acutely aware of the significant discount that the Company's shares trade at relative to TCS's last reported net asset value (NAV) per share of 292p (EPRA NTA per share – 284p); both numbers stated as at 30 June 2021.
The Board regularly reviews capital allocation to optimise long-term returns for shareholders; reflecting this TCS has continued to make disposals of non-core assets to reduce debt, whilst investing part of the proceeds in our asset management, development opportunities and car park business. Given the wide discount referred to above, the Board believes that share buybacks are an appropriate means of returning value, whilst maximising sustainable long term growth for shareholders, given the enhancement to NAV and earnings per share that will result from reducing the number of shares in issue.
TCS implemented a highly successful share buy-back programme in the early 2000's, which significantly enhanced shareholder returns in subsequent years. TCS also implemented a share buy-back programme in the second half of 2021, with a total of 386,973 shares purchased as part of this programme, returning £533,271 to shareholders.
Accordingly, the Company today announces the commencement of the Programme, for the repurchase of its ordinary shares of up to a total value of £5.0 million. The Programme is expected to continue until the date of the Company's financial year end, being 30 June 2022 . No purchases will be made by the Company under the Programme unless they are accretive on a per-share net asset value basis.
Any purchase of ordinary shares will be executed in accordance with the Company's general authority to repurchase ordinary shares granted by its shareholders at its AGM on 29 December 2021, up to a maximum of 7,916,246 ordinary shares, representing 15% of the Company's issued share capital. The purpose of the Programme is to reduce the ordinary share capital of the Company.
The Board will keep the Programme under review to make sure it continues as an efficient and effective means of generating value for shareholders. While the Company has launched the Programme, there is no certainty on the volume of shares that may be acquired under the Programme and the pace of acquisitions.
The Programme will also be effected in accordance with the Market Abuse Regulation 596/2014/EU (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019) (the “Regulation”) and Chapter 12 of the UK Listing Rules. Given the level of liquidity in the Company's shares, the Company will retain the ability to exceed the average daily volume restrictions established by the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) (the “Delegated Regulation”) and therefore the Programme may not fall within the safe harbour provisions of the Regulation.
In advance of moving into a closed period ahead of its half year results for the period ending 31 December 2021 (the “Closed Period”), the Company will enter into an irrevocable commitment with Liberum to continue the Programme through a non-discretionary mandate, under which Liberum will make purchases of shares within certain pre-set parameters independently of, and uninfluenced by, the Company for the duration of the Closed Period. Under the terms of the non-discretionary mandate, Liberum will retain the ability to exceed the average daily volume restrictions set out in the Delegated Regulation. Thereafter, the Programme will continue on the basis set out above.
Liberum will purchase the Company's ordinary shares as principal. Shares purchased through the Programme will be cancelled. The Company will make further announcements in due course following the purchase of any shares under the Programme.