Town Centre Securities PLC Results of the AGM and Directorate Change (0628I)

TIDMTOWN

RNS Number : 0628I

Town Centre Securities PLC

21 November 2018

21 November 2018

Town Centre Securities PLC

(The 'Group' or the 'Company')

Results of the AGM

And

Directorate Change

The Directors of Town Centre Securities are pleased to announce that at it's Annual General Meeting held on Tuesday 20 November 2018, all of the proposed resolutions as set out in the Notice of Annual General Meeting were passed on a show of hands. Proxy votes were received from shareholders by the Company in advance of the meeting as set out below:

 
 Resolution                   Votes        %         Votes against   %         Total        % of        Votes 
                               for                                              shares       total       withheld 
                                                                                for and      voting      ** 
                                                                                against      rights 
                                                                                             * 
      Receive 
       and adopt 
       the financial 
       statements 
       for the 
       financial 
       year ended 
       30 June 
 1     2018                   35,141,753   97.12%    1,043,516       2.88%     36,185,269   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Approve 
       the Directors' 
       Remuneration 
       Report 
       (excluding 
       Directors' 
       Remuneration 
       Policy) 
       for the 
       financial 
       year ended 
       30 June 
 2     2018                   33,378,652   92.29%    2,789,409       7.71%     36,168,061   68.03%            17,236 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Declare 
       the final 
       cash dividend 
       recommended 
       by the 
 3     Board                  36,181,270   100.00%   0               0.00%     36,181,270   68.06%             4,028 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Re-elect 
       P Huberman 
       as a non-executive 
 4     Director               35,829,633   99.02%    355,637         0.98%     36,185,270   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Elect J 
       Collins 
       as a non-executive 
 5     Director               36,185,270   100.00%   0               0.00%     36,185,270   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Re-elect 
       B Ziff 
       as an Executive 
 6     Director               36,182,436   99.99%    134             0.01%     36,182,570   68.06%             2,728 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Elect L 
       Shillaw 
 7     as Director            36,178,770   100.00%   0               0.00%     36,178,770   68.05%             6,528 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Re-appoint 
       BDO as 
       auditors 
       of the 
 8     Company                35,133,897   99.98%    6,431           0.02%     35,140,328   66.10%         1,044,969 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       the Directors 
       to determine 
       the remuneration 
       of the 
 9     auditor                36,183,422   99.99%    1,848           0.01%     36,185,270   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       the Directors 
       to make 
       political 
 10    donations              29,669,189   98.74%    379,068         1.26%     30,048,257   56.52%         6,137,041 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       the Board 
       to allot 
 11    shares                 35,125,153   99.95%    19,183          0.05%     35,144,336   66.11%         1,040,961 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       the Directors 
       to allot 
       shares 
       otherwise 
       than on 
       a pre-emptive 
       basis - 
 12    general                35,765,185   98.84%    420,085         1.16%     36,185,270   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       the Directors 
       to disapply 
       pre-emption 
       rights 
       for purposes 
       of acquisitions 
       or capital 
 13    investments            34,731,442   95.99%    1,451,543       4.01%     36,182,985   68.06%             2,312 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       to purchase 
       Company's 
 14    own shares             35,125,599   97.07%    1,059,670       2.93%     36,185,269   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
      Authorise 
       the convening 
       of general 
       meetings 
       on 14 clear 
 15    days' notice           35,933,390   99.30%    251,880         0.70%     36,185,270   68.07%                28 
     ----------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
 
  Resolutions 4 and 5 - Excluding controlling shareholder votes 
-------------------------------------------------------------------------------------------------------------------- 
 Resolution                   Votes        %         Votes against   %         Total        % of        Votes 
                               for                                              shares       total       withheld 
                                                                                for and      voting      ** 
                                                                                against      rights 
                                                                                             * 
                             -----------  --------  --------------  ------    -----------  --------    ------------- 
        Re-elect 
         P Huberman 
         as a non-executive 
 4       Director             8,525,301    96.00%    355,637         4.00%     8,880,938    34.35%                28 
       --------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
        Elect J 
         Collins 
         as a non-executive 
 5       Director             8,880,938    100.00%   0               0.00%     8,880,938    34.35%                28 
       --------------------  -----------  --------  --------------  ------    -----------  --------    ------------- 
 * As at the date of the Annual General Meeting, the total 
  number of shares with voting rights in the Company is 53,161,950. 
 ** A 'vote withheld' is not a vote in law and cannot be counted 
  in the calculation of the votes for and against a resolution 
 
 

The Directors note the fact, when excluding controlling shareholder votes, that the proportion of shareholders voting to pass resolution 2 was 68.5%. The Directors intend to fully understand the concerns of shareholders who voted against this resolution and consider whether to initiate any changes to its policies as a result.

The Company also announces that Richard Lewis, the Company's Property Director retired from the Board at the Annual General Meeting, and that Richard's replacement Lynda Shillaw was duly elected to the Board by shareholders.

Edward Ziff, Chairman and Chief Executive, said:

"On behalf of the Board, I would like to personally thank Richard Lewis for his long-standing commitment to Town Centre Securities. Richard's contribution has been invaluable, notably with some of our most significant schemes, beginning with the construction and sale of No1 Whitehall Riverside in Leeds, the continued development of Piccadilly Basin in Manchester, and most recently the re-development of Merrion House in Leeds. We wish Richard a long, happy, and healthy retirement."

"We are delighted that someone with the calibre and reputation of Lynda Shillaw has joined Town Centre Securities. We believe that Lynda's breadth of investment and development experience, combined with her past involvement in real estate financing will be invaluable as we embark on the next stage of the Company's growth, including undertaking the most significant development pipeline in TCS's history."

S 

For further information, please contact:

Town Centre Securities PLC www.tcs-plc.co.uk / @TCS PLC

Edward Ziff, Chairman and Chief Executive 0113 222 1234

Mark Dilley, Group Finance Director

MHP Communications 020 3128 8572 / 8742

Reg Hoare / Alistair de Kare-Silver [e-mail]

Notes to Editors:

Town Centre Securities PLC (TCS) is a Leeds, Manchester, Glasgow and London based property investment and car parking operator with assets of over GBP400m. With more than 50 years' experience, a commitment to sustainable development and a reputation for quality and innovation, TCS create mixed use developments close to transport hubs in major cities across the UK. Their current portfolio delivers an annual income of more than GBP30m.

For more information visit www.tcs-plc.co.uk

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November 21, 2018 04:21 ET (09:21 GMT)