TCSC Town Centre

 

TIDMTCSC TIDM07IE 
 
RNS Number : 7844V 
Town Centre Securities PLC 
16 July 2009 
 

16 July 2009 
Town Centre Securities plc announces an invitation BY THE ROYAL BANK OF SCOTLAND 
PLC to tender STOCK for purchase 
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 ("Company") is pleased to announce that it intends to 
take the opportunity to optimise its debt profile by purchasing for cash up to a 
maximum principal amount of GBP45,000,000 of the Company's GBP150,000,000 5.375 
per cent. First Mortgage Debenture Stock due 2031 with ISIN GB00B1HHKK03 
("Stock"). Accordingly, the Company announces that The Royal Bank of Scotland 
plc ("RBS") has today invited, on the terms of and subject to the terms set out 
in a tender offer memorandum dated 16 July 2009 ("Tender Offer Memorandum"), the 
holders of the Stock to tender such Stock for purchase by RBS for cash ("Tender 
Offer"). 
The Stock acquired by RBS pursuant to the Tender Offer will subsequently be 
repurchased by the Company and cancelled. 
Pursuant to the Tender Offer RBS proposes to purchase Stock up to a maximum 
principal amount of GBP45,000,000 at prices between 70 per cent. and 80 per 
cent. of the principal amount of the Stock to be determined by an unmodified 
Dutch auction procedure plus accrued interest. 
Holders of the Stock are advised to read carefully the Tender Offer Memorandum 
for full details of, and information on the procedures for participating in, the 
Tender Offer. This announcement must be read in conjunction with the Tender 
Offer Memorandum. Copies of the Tender Offer Memorandum and other related 
documents will be made available only to the holders of the Stock (subject to 
certain restrictions set out below). The Tender Offer is not being made to, and 
any offers to tender will not be accepted from or on behalf of, holders of Stock 
located or resident in any jurisdiction in which such solicitation or offer 
would be unlawful ("Restricted Jurisdictions"). 
The Tender Offer is expected to close at 4 pm (London time) on 30 July 2009 
unless extended by RBS (such date and time with respect to the Offers, as it may 
be extended, being the "Expiration Time"). In order to be eligible holders of 
Stock must validly complete and return their offer form and accompanying 
documents, in accordance with the process set out in the Tender Offer Memorandum 
prior to the Expiration Time. A summary of the proposed timetable for the Tender 
Offer is set out below: 
+------------------------------------+------------------------------------+ 
| Action                             | Timing*                            | 
+------------------------------------+------------------------------------+ 
| Offer Period                       | 16 July 2009 to 4 p.m. (London     | 
|                                    | time) on 30 July 2009              | 
+------------------------------------+------------------------------------+ 
| Notification of results of Tender  | 3 August 2009                      | 
| Offer                              |                                    | 
+------------------------------------+------------------------------------+ 
| Settlement Date                    | 4 August 2009                      | 
+------------------------------------+------------------------------------+ 
| Despatch of cheques                | 4 August 2009                      | 
+------------------------------------+------------------------------------+ 
* The above timings may be altered by RBS in its absolute discretion. 
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:        liabilitymanagement@rbs.com 
the Receiving Agent: 
Capita Registrars Limited 
Corporate Actions 
The Registry 
34 Beckenham Road 
Beckenham 
Kent, BR3 4TU 
 
 
Telephone: 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from 
outside the UK between 9.00 am and 5.00 pm (London time) Monday to Friday 
(except UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per 
minute (including VAT) plus your service provider's network extras. Calls to the 
helpline from outside the UK will be charged at applicable international rates. 
Different charges may apply to calls from mobile telephones and calls may be 
recorded and randomly monitored for security and training purposes. The helpline 
cannot provide advice on the merits of the Tender Offer nor give any financial, 
legal or tax advice. 
Further Information 
Town Centre Securities PLC:www.tcs-plc.com 
Edward Ziff, Chairman and Chief Executive 
         0113 222 1234 
Bob Bigley, Finance Director 
 
 
Smithfield 
Reg Hoare 
                          0207 360 4900 
 
 
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. This announcement and the Tender Offer Memorandum 
contain important information which should be read carefully before any decision 
is made with respect to the Tender Offer. If you are in any doubt as to the 
action you should take, you are recommended to seek your own financial and legal 
advice, including as to any tax consequences, immediately from your stockbroker, 
bank manager, solicitor, accountant or other independent financial or legal 
adviser. Any individual or company whose Stock are held on its behalf by a 
broker, dealer, bank or custodian, trust company or other nominee or 
intermediary must contact such entity if it wishes to tender Stock in the Tender 
Offer. Neither the Company nor RBS makes any recommendation whether holders of 
the Stock should tender Stock in the Tender Offer. 
OFFER RESTRICTIONS 
The distribution of this announcement and the Tender Offer Memorandum in certain 
jurisdictions may be restricted by law. Persons into whose possession this 
announcement of the Tender Offer Memorandum comes are required by RBS to inform 
themselves about and to observe such restrictions. 
Neither this announcement nor the Tender Offer Memorandum constitutes an offer 
to buy or a solicitation of an offer to sell any Stock, and tender of Stock in 
the Tender Offer will not be accepted from holders of Stock, in any jurisdiction 
wherein such offer or solicitation is unlawful. 
United Kingdom 
The communication of the Tender Offer Memorandum and other documents or 
materials relating to the Tender Offer are not being 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 are 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 is only being 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 is not being 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 other Restricted Jurisdiction. This 
includes, but is not limited to, facsimile transmission, electronic mail, telex, 
telephone, the internet and other forms of electronic communication. The Stock 
may not be tendered in the Tender Offer by any such use, means, instrumentality 
or facility from or within the United States or any other Restricted 
Jurisdiction or by any persons located or resident in the United States or a 
Restricted Jurisdiction. 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. Any 
purported tender of Stock in the Tender Offer resulting directly or indirectly 
from a violation of these restrictions will be invalid and any purported tender 
of Stock made by a person located in the United States or a Restricted 
Jurisdiction or any agent, fiduciary or other intermediary acting on a 
non-discretionary basis for a principal giving instructions from within the 
United States or a Restricted Jurisdiction will be invalid and will not be 
accepted. For the purposes of this paragraph, United States of America means the 
United States of America, its territories and possessions, any state of the 
United States of America and the District of Columbia. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 TENEAEXKFFXNEFE 
 

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