Town Centre Share Discussion Threads

[inki] 11/11/2004 09:54

When did the NMS on this share become 1000
did anyone notice

[m.t.glass] 29/10/2004 10:49

Added more to March upbet.

[inki] 19/10/2004 08:30

Interesting
The last buy in of 150,000 shares at £3 was after the recent Tender had been satisfied of 3 Million shares, hence the company is still buying in shares after the Ziff family have the full 50%+ control They still wish to 'enhance' net share value --- or eventually take the company private - - - lets hope interest rates do not rise too quickly if it could spoil the game plan - as with all property companies there is gearing

[inki] 13/10/2004 16:35

Now the real test comes
Are we to see the result of the buying in of shares in that net assets per share have effectively risen, or is this a stake building exercise that has come to an end.

[m.t.glass] 13/10/2004 13:18

Within the past half hour:


RNS Number:0388E
Town Centre Securities PLC
13 October 2004

For Immediate Release Wednesday, 13 October 2004

RESULT OF EXTRAORDINARY GENERAL MEETING
RESULT OF TENDER OFFER

Town Centre Securities PLC announces that, at its Extraordinary General Meeting,
held earlier today, the two resolutions set out in its Circular to shareholders
dated 15 September 2004, were duly passed.

The resolutions included the approval of the proposed Tender Offer, which will
therefore proceed as planned. Under the terms of the Tender Offer, Deutsche Bank
will offer to purchase up to 3,000,000 tendered shares at 310 pence per share
from eligible shareholders following which the Company will repurchase from
Deutsche Bank on market and at the same price as those Ordinary Shares
purchased.

The Tender Offer closed at 5.00 p.m. on Tuesday 12 October 2004, by which time
valid tenders had been received for 4,376,701 ordinary shares. Valid tenders
will be accepted in accordance with the terms of the Tender Offer Circular sent
to shareholders which explains the mechanism for scaling back the excess shares
tendered so that the overall limit of 3,000,000 shares, representing 5.06 per
cent of the current issued share capital, is not exceeded. Following completion
of the Tender Offer, the number of shares in issue will be 56,336,716 and the
Concert Party will have an interest in 28,526,560 shares, representing 50.64 per
cent of shares in issue.

The payment for shares purchased pursuant to the Tender Offer will be despatched
on 21 October 2004 to those shareholders who tendered shares.

Edward Ziff, Chairman and Chief Executive of Town Centre Securities, commenting
on the successful Tender Offer said:

"Our share buy back programme has, between 5 April 1999 and 31 August 2004,
contributed to an annual equity return of 36% which compares favourably with the
11% return from the FTSE Real Estate Index. This Tender Offer is expected to
further enhance net asset value per share in the current year."

- Ends -


For further information, please contact:

Town Centre Securities PLC www.tcs-plc.com

Edward Ziff, Chief Executive 0113 222 1234
John Sutcliffe, Finance Director

Smithfield
Reg Hoare 020 7360 4900


This information is provided by RNS
The company news service from the London Stock Exchange

[samg99] 07/10/2004 12:41

Many thanks.

[m.t.glass] 07/10/2004 12:39

Yes you have the same number of shares, and no adjustment is needed by you in respect of cgt. If the total number of shares in circulation is reduced by cancellation of shares bought in, your shareholding will represent a fractionally greater percentage of the company, but the taxman doesn't care about that. (or so he tells me!)

[samg99] 07/10/2004 12:27

MTG/inki - what happens to a shareholder who (like me) is tempted to do nothing? Do we still have the same no. of shares after this process? (Sorry, I'm very dim when it comes to all this sort of stuff.) Any implications for our capital gains bill?

[inki] 21/9/2004 17:23

M.T. Glass
While your observations make interesting reading, I suspect they are not the case. It currently appears that there are more small sellers than buyers. Logic would suggest that these small holders would be better advised to accept the tender offer. My (perhaps negative) view is that 'brokers' working for the company (?) are depressing the price slightly. They are likely to have other interests which may be satisfied elsewhere. I doubt market makers are 'working' this share as there is very little volume generally, and they look after themselves directly without any direct connection with the company they are trading.
If the market price is held below the tender price, there will be a better take up than occured with the last tender. The majority of the take up last time was by the former Chairman (well respected but now regrettably deceased).

[m.t.glass] 15/9/2004 17:28

Key extracts:


..This represents a premium of 3.2 per cent to the closing mid price.. Sept 14.. (meaning yesterday despite 2003 typo)

...The Tender Offer will be open to all Eligible Shareholders on the Company's
share register at 5.00 p.m. on 12 October 2004. ...By selling Ordinary Shares through the Tender Offer, Shareholders will not incur dealing costs...

(subject to vote at)...EGM of the Company to be held (9:30am) on 13 October 2004..

...Tender Offer will be void if fewer than 593,249 Ordinary Shares (representing 1 per cent. of the issued ordinary share capital of the Company) in aggregate is tendered...

...valid tenders of up to 2,500 Ordinary Shares from each Eligible Shareholder will be accepted in full, subject to the overall limit of 3,000,000 Ordinary Shares. ...If Eligible Shareholders tender more than 3,000,000 Ordinary Shares in aggregate, tenders will first be accepted from each Shareholder for up to 2,500 Ordinary Shares and will then be accepted for the excess over 2,500 Ordinary Shares pro rata...



Observations:

3.2% is such a narrow premium to current market price that - if new buyers arrive ahead of the cut-off date - we may see a market price pushed above that level(?), sufficient to be worth exiting then (even with brokerage fee). When that happens, some of those who have accepted the tender may opt instead to sell in the market and rescind their acceptances (if allowed to).

Example: For anyone whose brokerage cost is say a flat £10, and who is selling say 2500 shares, a bid price higher than 310.5p makes selling in the market a better deal, with each extra 1p above that adding £25 to net proceeds.

Depending on how acceptance prospects are looking, I suppose MMs could spike the price up briefly at some stage (to capture limit orders placed at higher levels for that purpose) while depressing the price the rest of the time to encourage take-up of the tender (?), (is it part of marketmakers job to assist a buyback tender? Or to not do so?)

Any thoughts?

mtg

PS: far likelier I guess is that absolutely nothing happens for a month ;o)

[m.t.glass] 15/9/2004 17:06

Just out (see subsequent post for key points):



RNS Number:0052D
Town Centre Securities PLC
15 September 2004

For Release at 5:00pm Wednesday 15 September 2004

Town Centre Securities PLC

TENDER OFFER BY THE COMPANY

PROPOSED PURCHASE OF UP TO 3,000,000 ORDINARY SHARES AT 310 PENCE PER ORDINARY
SHARE

Introduction
In the Preliminary Results Statement released on 9 September 2004, Town Centre
Securities PLC (the "Company") announced its intention to effect a purchase of
its own securities by way of an on market tender offer. A Circular is being
posted to Shareholders today to convene an extraordinary general meeting to
approve the Tender Offer. Under the terms of the Tender Offer, Deutsche Bank
will offer to purchase up to 3,000,000 shares at 310 pence per share from
Eligible Shareholders following which the Company will repurchase for
cancellation from Deutsche Bank on market and at the Tender Price all those
Ordinary Shares purchased.

If the maximum number of shares under the Tender Offer is acquired this purchase
will result in an amount of #9.3 million being returned to participating
Shareholders.

Background to and reasons for the Tender Offer
Over the last six years the Company has undertaken an on market share repurchase
programme which has delivered value to long-term Shareholders and has
contributed both to net asset value per share and earnings per share. This has
contributed to a total annual equity return for Shareholders over the period
from 5 April 1999 (when the share repurchase programme commenced) to 31 August
2004 of 36 per cent. which compares favourably with the total annual equity
return of the FTSE Real Estate Index of 11 per cent. over the same period.
However the Directors recognise that the share repurchase programme may not have
been readily accessible to all Shareholders.

In 2003, the Board decided that a tender offer would be an effective means of
continuing the share repurchase programme in a manner that would allow all
shareholders to participate. At an extraordinary general meeting of the Company
which took place on 13 October 2003, a tender offer for up to 7,000,000 Ordinary
Shares was approved by shareholders and 3,011,230 Ordinary Shares were
subsequently repurchased. Whilst the discount between the Ordinary Share price
and the Company's net assets per Ordinary Share has narrowed in the last 12
months, the Board believes that a share repurchase programme will continue to
benefit Shareholders and that repurchases effected through the Tender Offer will
allow all Shareholders the opportunity to participate. It will also allow
Shareholders to sell Ordinary Shares without incurring dealing costs. In
addition, the Board believes that Shareholders who do not participate in the
Tender Offer will also benefit from the Proposals, since the Board expects that
the Tender Offer will enhance the Company's net assets per Ordinary Share
(though this should not be interpreted to mean that net assets per Ordinary
Share will necessarily be greater than in any previous year).

The Tender Offer
Deutsche Bank has agreed to offer to purchase, by way of a Tender Offer, up to
3,000,000 Ordinary Shares on market, representing approximately 5.1 per cent. of
the current issued ordinary share capital of the Company, at 310 pence per
share. This represents a premium of 3.2 per cent. to the closing middle market
price of the Ordinary Shares as derived from the Official List on 14 September
2003 of 300.5 pence per share (being the last practicable date for which
information on the price of Ordinary Shares is available prior to the date of
this announcement) and a premium of 7.1 per cent. to the closing middle market
price on 8 September 2004 of 289.5 pence per Ordinary Share (being the last
practicable date prior to the announcement of the Tender Offer in the
Preliminary Results Statement).

In addition, the Tender Price represents a premium of 21.8 per cent., 38.7 per
cent. and 48.0 per cent. to the average closing middle market price of the
Ordinary Shares as derived from the Official List for the last three months, six
months and twelve months respectively, a discount of 9.9 per cent. to the net
asset value per Ordinary Share at 30 June 2004 of 344 pence and a premium of 8.4
per cent. to the Triple Net Asset Value per Ordinary Share at 30 June 2004 of
286 pence.

The Tender Offer will be open to all Eligible Shareholders on the Company's
share register at 5.00 p.m. on 12 October 2004. Such Shareholders may
participate in the Tender Offer by tendering either all or a proportion of their
registered holdings of Ordinary Shares. By selling Ordinary Shares through the
Tender Offer, Shareholders will not incur dealing costs.

No Ordinary Shares will be purchased in relation to the Tender Offer unless
Resolutions 1 and 2, to be proposed at the EGM of the Company to be held on 13
October 2004, are passed. In addition, the Tender Offer will be void if fewer
than 593,249 Ordinary Shares (representing 1 per cent. of the issued ordinary
share capital of the Company) in aggregate is tendered pursuant to the Tender
Offer.

Instructions on how to tender Ordinary Shares are included in the Circular and
the accompanying Tender Form sent to Shareholders today.

Calculation of Shareholders' Entitlement
Eligible Shareholders will be able to participate in the Tender Offer by
tendering all or a proportion of their holdings of Ordinary Shares at the Tender
Price. The Shareholders' Entitlement will be calculated as follows:

(i) It is intended that valid tenders of up to 2,500 Ordinary Shares
from each Eligible Shareholder will be accepted in full, subject to the
overall limit of 3,000,000 Ordinary Shares. In the event that the
acceptance of all Tenders of up to 2,500 Ordinary Shares would exceed
the above overall limit, then the number of Ordinary Shares to be
accepted will be reduced pro-rata for each Shareholder such that the
overall limit of 3,000,000 is not exceeded.

(ii) If Eligible Shareholders tender more than 3,000,000 Ordinary Shares
in aggregate, tenders will first be accepted from each Shareholder for
up to 2,500 Ordinary Shares and will then be accepted for the excess
over 2,500 Ordinary Shares pro rata to the excess applications received,
subject to the overall limit of 3,000,000 Ordinary Shares.

If Shareholders tender less than 3,000,000 Ordinary Shares in aggregate, all
valid tenders will be accepted in full, subject to the minimum take-up level of
1 per cent. of the issued share capital referred to above.

Extraordinary General Meeting
An Extraordinary General Meeting of the Company has been convened for 9.30 a.m.
on 13 October 2004, notice of which is set out at the end of the Circular.

Commenting on the Tender Offer, Chairman and Chief Executive Edward Ziff said:
"Our share buy back programme has, over the last six years, been highly
successful in terms of its contribution to increasing earnings, dividends and
net asset value per share for all our long-term shareholders and this Tender
Offer, if completed, is expected to have a positive impact on current year
performance."

"This focus on shareholder value is evidenced by our outstanding total
shareholder return track record, which shows that is has been superior to the
relevant direct property and UK stockmarket indices over the past six years."

Definitions used in this announcement have the same meaning as in the Circular.

For further information, please contact:

Town Centre Securities PLC www.tcs-plc.com
Edward Ziff, Chief Executive 0113 222 1234
John Sutcliffe, Finance Director


Smithfield 020 7360 4900
Reg Hoare 07831 406117

[bobdouthwaite] 10/9/2004 09:57

Inki, thanks

[inki] 10/9/2004 00:21

M.T. Glass
The last buyback was not successful (not a large takeup) because the price was pitched (175p) at a level where it was possible to sell in the market at a higher price. That was assuming that the sale was of a reasonable level, as only the theory is for a nromal market trade is 1000 shares. Actually 10000 seems to pass through very easily.
I do not imagine the Ziff family have any concerns over bulletin boards.
If I felt directors in general had more interest in their shareholders, I would be much happier.

We have a little time to consider how to trade this share, however after M.Lynch's recent re-rating, a downward movement is not out of the question, at least temporarily.

[inki] 10/9/2004 00:14

Bobdouthwaite
We can only presume to know what goes on in Directors minds when they run our companies! They have their own agenda, which when their family interests give control of marginally less than 50% enable them when they have more than 50% to vote through AGM's basically what they want. Other than paying out a moderate level of dividend to shareholders which is no obligation of a company, controlling directors can take any action they choose, within the levels of legal guide lines. These levels are not always equitable. A controlling director can frustrate any potential takeover. That will force a company to remain small in terms of volume of shares and therefore liquidity, when a small shareholder wishes to sell. The effect on a small shareholder can be marginal or if he/she wants to sell at a time of volatility such as a 9/11 period or October 1987 then it may not be possible to sell any shares.
If a controlling director (family) wishes they can effectively take the company private by achieving little volume.
Finally a controlling director is in a position to vote himself whatever salary or pension HE considers appropriate. Perhaps I am being a little over-negative, and these are only general points NOT NECESSARILY related to this company, but perhaps there is potential their for the controlling family.

[m.t.glass] 09/9/2004 21:29

I daresay it's possible for MMs and analysts to engineer a temporary share price dip, to scare holders into taking the 310p.

Not that I'm suggesting they would do any such thing - but if they do I might take their 310p for the ones I own and buy some again lower ;o)

[stokeite] 09/9/2004 18:25

Only 12 months ago, there was a share buyback at (I think) 175p per share. This increaseds N.A.V. to the remaining shareholders. Why would anyone wish to sell out now given the experience of the last 12 months?

[m.t.glass] 09/9/2004 15:29

inki - if the constant (and now accelerating) buyback programme is indeed all about encouraging small investors to sell out, I guess bulletin boards which have the opposite effect (publicising the stock and possibly inspiring small investors to consider buying) are perhaps not popular among the Ziff family. Oh dear.

(Except when publicising such buyback offers)

[m.t.glass] 09/9/2004 14:47

What exactly is the Stylo/TCSC connection nowadays?
(not a bad looking chart whatever it is!)

Ah. I see there is a STYL thread that casts some light

PS: inki - certainly very little TCSC volume so far today; less than 20k.

[bobdouthwaite] 09/9/2004 14:38

Inki,
what are the potential implications for other shareholders of increased Ziff family/director control? What happened at Stylo?

[inki] 09/9/2004 13:58

Looking at the number of contributors to this BB this indicates the lack of follow through and number of non-connected (Ziff family/director) shareholders.
The additional buy back of shares after the last one achieved only a modest result is intended to reduce third party shareholders increasing the percentage of Ziff family/director holdings. That is assuming they do not wish to sell themselves in an illiquid market, which up to date has never been the case.
This is a similar exercise, to one carried out by Stylo another Ziff family involved company, after which the company became AIM listed.
DYOR and opinions are always conjecture - until after the event.

[m.t.glass] 09/9/2004 08:08

LONDON (AFX) - Town Centre Securities attracted support after the property
investor, developer and trader said it is planning a tender offer to buy up to 3
mln shares at 310 pence per share for cancellation. The news came in tandem with
full-year results, which showed underlying pretax profits edging up to 8.0 mln
stg from 7.8 mln.
Town Centre shares were 13 pence better at 302-1/2 by 8.15 am.

fjb/vjt/



Full detail of results at including proposed share buyback at 310p.

[m.t.glass] 08/9/2004 15:19

Interim results tomorrow..

[m.t.glass] 08/9/2004 12:31

Ticking along nicely.. making another new all-time high.

PS: Boram - any chance you could click 'edit' on your opening post and select the 'charts' facility from the menu that appears please? It would be useful. (In fact same message to anyone starting a thread on any stock please)

[inki] 20/8/2004 11:15

MTG - Is it possible the volume figure you saw included the block listing referred to in the RNS ?
I normally put a lot of faith in Sharescope however volume is rarely reported correctly.

[m.t.glass] 20/8/2004 09:30

Inki - strange that. What number you seeing for yesterday? When I posted the volume shown was highest since 3 August. This morning only a third of that is recorded. I see Sharescope say under 12k. Advfn trades listing (fwiw) shows 43.4k yesterday.