TIDMTHG
RNS Number : 6064F
Terrace Hill Group PLC
28 April 2014
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM,
INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION
TO BE CONTAINED IN THE PROSPECTUS.
Further, this announcement is for information purposes only and
shall not constitute an offer to sell or issue or the solicitation
of an offer to buy, subscribe for or otherwise acquire any new
ordinary shares of Terrace Hill Group plc in any jurisdiction in
which any such offer or solicitation would be unlawful. This
announcement should be read in its entirety. In particular, you
should read and understand the information provided in the
'Important Notice' section.
FOR IMMEDIATE RELEASE 28 April 2014
Terrace Hill Group plc ("Terrace Hill")
(to be re-named Urban&Civic plc)
Recommended acquisition of Urban&Civic and proposed Placing
to raise GBP170 million through a placing of 75,555,556 Placing
Shares at 225 pence per Share
Proposed admission to the standard listing segment of the
Official List and to trading on the London Stock Exchange's Main
Market for listed securities
SUMMARY
-- The Board of Terrace Hill is pleased to announce that it has
conditionally agreed to acquire (the "Acquisition")
Urban&Civic, an unlisted property group founded in 2009 by
Nigel Hugill and Robin Butler, which aims to deliver strategic
residential land developments in key growth areas of the UK. The
Acquisition will create a new UK real estate company (the "Enlarged
Group") with a network of regional offices and a focus on large
scale strategic residential holdings and commercial development
opportunities across Central London and the UK's regions.
-- The Enlarged Group also announces a proposed Placing to raise
GBP170 million (before expenses) through a placing of 75,555,556
Placing Shares at 225p per share. No existing shareholders or
directors are offering to sell Ordinary Shares pursuant to the
proposed Placing.
-- Under the terms of the Acquisition, Terrace Hill will issue
43,084,456 consolidated Consideration Shares (equivalent to
430,844,560 2p shares in the Company), which values Urban&Civic
at approximately GBP95.3 million based upon the mid-market closing
price of 22.13p per Ordinary Share on 25 April 2014, being the
Latest Practicable Date prior to the announcement of the
Acquisition.
-- Urban&Civic owns two large strategic residential land
sites in the UK which, in aggregate, have a resolution to grant
outline planning consent for 11,200 houses with a built out value
(or GDV) estimated by Urban&Civic to be GBP2.7 billion (at
current prices and assuming a build out of residential properties
and the current market value of commercial property).
- The first is the 1,432 acre Alconbury Weald site near
Huntingdon in Cambridgeshire which the Enlarged Group will seek to
develop over the next 20 years and which already has a resolution
to grant outline planning consent for 5,000 houses and 3.1 million
sq. ft. of commercial space with a built out value (or GDV)
estimated by Urban&Civic to be in excess of GBP1.3 billion (at
current prices and assuming a build out of residential properties
and the current market value of commercial property). The Enlarged
Group expects to receive the required approvals to allow works to
start in the third quarter of 2014 with residential delivery
commencing in the second quarter of 2015.
- The second is a 50 per cent. interest in a 1,170 acre
development site in Rugby which has been conditionally acquired and
has outline planning permission for 6,200 houses and approx. 1.3
million sq. ft. of commercial development, with a built out value
(or GDV) estimated by Urban&Civic to be in excess of GBP1.4
billion (at current prices and assuming a build out of residential
properties and the current market value of commercial property)
with the delivery of the first houses due to commence by the third
quarter 2015.
-- The Placing is being made in order to raise funds for the
purpose of delivering a strategy of securing and profitably
delivering major strategic land holdings and commercial
developments. The objectives are to achieve a solid balance sheet,
NAV growth and profits in order to pay a progressive dividend to
Shareholders. Subject to the Placing becoming unconditional, the
Net Proceeds will be used as follows:
- GBP50 million to develop further the sites at Alconbury Weald
and Rugby;
- GBP30 million for current commercial developments; and
- the balance to purchase and develop pipeline
opportunities.
Given the nature of the existing Terrace Hill pipeline, the
equity capital to be applied to commercial developments could
utilise additional debt capital to allow substantially larger
investment than the equity committed on pre-let development
schemes, potentially leading to a rebalancing of assets and income
towards the commercial activities over the short term.
The Enlarged Group
-- The Board of Terrace Hill believe that this combination of
two established businesses with a clearly defined strategic
direction will create a new "Best in Class" UK real estate company
with a focus on large scale strategic residential holdings and
commercial development opportunities across Central London and the
UK's regions.
-- CBRE has valued the Alconbury site at GBP101 million and the
Rugby site at GBP55 million (Urban&Civic's share: GBP27.5
million), which equates to GBP13,610 and GBP10,661 per residential
plot respectively. The unaudited pro forma effect of the
Acquisition, the Placing and the Rugby Acquisition on the net
assets of the Terrace Hill Group, had they occurred on 31 December
2013 would be to increase net assets from GBP52.1 million (EPRA NAV
per share: 27.0 pence) to GBP308.0 million (EPRA NAV per share:
23.2 pence).
-- In addition to increased scale and a stronger balance sheet,
providing the resources to both deliver the existing pipeline and
make additional acquisitions, upon Completion the Enlarged Group
will benefit from:
-- A business strategy to secure and profitably develop:
- Large scale strategic residential land holdings in locations
that benefit from strong transport links as well as robust local
economies, with the primary purpose of selling serviced land plots
to companies in the housebuilding industry. The Enlarged Group may
also construct and deliver for sale private residential housing
units itself with the aim of generating recurring cashflows in the
longer term; and
- Commercial development/trading opportunities across Central
London and the UK's regions under the Terrace Hill brand with a
focus on foodstores, where it is a market leader, and leisure
development;
-- a management team with an outstanding track record in
planning and metropolitan/local project management;
-- complementary promotion and delivery skills to capture the
upside development potential in the South East England and
recovering regions;
-- an ability to maintain a conservative capital structure,
given the significant operating leverage in land;
-- a substantial identified pipeline of opportunities and
resolutions to grant planning consents for 19 million sq ft of
buildable area obtained in the last five months;
-- an intention to retain from its development activity selected
commercial assets, private rental sector housing and affordable
housing to establish a regular income base to cover overheads;
-- a focus on income and growth to support a sustainable
dividend with a target first dividend of approximately one per
cent. of the Placing Price after a full year of trading, being the
year ending 30 September 2015*; and
-- a target internal rate of return on strategic land sites and
commercial property development of 20 per cent. at the property
level.
*This is a target only and not a profit forecast. There can be
no assurance that this target will be met or that the Company will
make any distributions at all.
-- Following Completion the executive members of the board of
directors of the Enlarged Group will be Nigel Hugill, Executive
Chairman of Urban&Civic, as Executive Chairman; Robin Butler,
Managing Director of Urban&Civic, as Managing Director; Philip
Leech, Chief Executive of Terrace Hill, as Property Director and
Jon Austen, Finance Director of Terrace Hill, as Finance Director.
Robert Adair will become Non-Executive Deputy Chairman of the
Enlarged Group. Alan Dickinson will serve as Senior Independent
Non-executive Director. Alan is currently a non-executive director
of Nationwide Building Society, Carpetright plc, Willis Limited and
Brown Shipley & Co Limited (where he is also Chairman). Duncan
Hunter, Robert Dyson and June Barnes will also serve as Independent
Non-executive Directors while Mark Tagliaferri will be a
Non-executive Director.
Additional details of the Placing and Acquisition
-- Terrace Hill has received irrevocable undertakings from each
of the Directors who hold ordinary shares, certain family trusts of
Robert Adair and Caledonia Investments Plc to vote in favour of the
Resolution to be proposed at the General Meeting, in respect of a
total of 154,318,841 Terrace Hill Ordinary Shares, representing
approximately 72.8 per cent. of the ordinary shares of Terrace Hill
in issue on 25 April 2014 (being the Latest Practicable Date).
-- The Bookbuild for the proposed Placing will open with
immediate effect following this announcement. The book is expected
to close on Wednesday 30 April 2014, or earlier at the Joint
Bookrunners' discretion.
-- The Company will apply for admission of the Enlarged Share
Capital to the standard listing segment of the Official List of the
Financial Conduct Authority and to trading on London Stock Exchange
plc's Main Market for listed securities. It is expected that
Admission will become effective and that dealings in the Ordinary
Shares will commence on 22 May 2014.
-- Following completion of the Acquisition and Placing, the
Enlarged Group will operate under a new name, Urban&Civic
plc.
-- Shareholder approval will be sought at the General Meeting
for the Share Consolidation, whereby the Existing Ordinary Shares
of two pence each will be consolidated into Consolidated Ordinary
Shares of 20 pence each in the capital of the Company on the basis
of one Consolidated Ordinary Share for every 10 Existing Ordinary
Shares held.
-- Members of the Enlarged Board intend to subscribe for an
aggregate amount of approximately GBP3.6 million in the Placing or
the Employee Offer.
-- In view of the size of the Acquisition in relation to the
Company, the Acquisition constitutes a reverse takeover under the
AIM Rules for Companies and is conditional on the approval of
Shareholders. Trading in the Company's shares on AIM will be
suspended until publication of the prospectus relating to the
Placing and Acquisition which is expected to be later today.
-- It is expected that the Circular containing further
information in relation to the Acquisition and the Placing and
notice of the General Meeting, together with a Form of Proxy, will
be posted to Terrace Hill Shareholders later today.
-- Appendix 2 contains Terrace Hill's first quarter results for
the three months to 31 December 2013.
Robert Adair, Executive Chairman of Terrace Hill, commented:
"This powerful new combination represents a transformational and
exciting step forward for us. I could not have wanted for a better
and more promising outcome. As local economies and real wages
outside central London begin to recover, the new business has good
momentum and an excellent and skilled, combined management team to
take us forward. Our shareholders should also benefit from the
greater visibility and improved liquidity that the Main Market
listing and larger capitalisation will provide."
Nigel Hugill, Executive Chairman of Urban&Civic, commented:
"We are back in the arena where we feel happiest. Alconbury and
Rugby are both new garden settlements in the making with strong
local economies and good commuting to London. The two companies
have highly complementary skill sets and the secured Terrace Hill
pipeline will allow us to build retained income. The enlarged
business will be strong enough to punch hard but small enough to
care passionately. I simply cannot wait to get going."
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement including the
Appendices.
Enquiries:
Terrace Hill Group plc 020 7631 1666
Philip Leech
Jon Austen
Urban&Civic 020 7569 1600
Nigel Hugill
Robin Butler
Ernst & Young LLP 020 7951 2000
(Financial adviser to Terrace Hill)
Julie Green
Scott Orr
J.P. Morgan Cazenove 020 7742 4000
(Financial adviser to Urban&Civic and Joint Bookrunner to
the Enlarged Group)
Robert Fowlds
Bronson Albery
Oriel Securities Limited ("Oriel Securities") 020 7710 7600
(Nominated adviser to Terrace Hill and Joint Bookrunner to the
Enlarged Group)
Mark Young
David Arch
FTI Consulting 020 3727 1000
(Financial Public Relations adviser)
Richard Sunderland
Stephanie Highett
Nick Taylor
Will Henderson
terracehill@fticonsulting.com
Ernst & Young LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Terrace Hill and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Terrace Hill for providing the protections afforded to clients of
Ernst & Young LLP or for providing advice in connection with
the Acquisition, the content of this announcement or any matter or
arrangement referred to herein. Neither Ernst & Young LLP nor
any of its subsidiaries, branches or affiliates, owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Ernst & Young LLP in
connection with this announcement, any statement contained herein
or otherwise.
Oriel Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and joint bookrunner and no one
else in connection with the Acquisition and Placing and will not be
responsible to anyone other than Terrace Hill for providing the
protections afforded to clients of Oriel Securities for providing
advice in connection with the Acquisition and Placing, the content
of this announcement or any matter or arrangement referred to
herein. Neither Oriel Securities nor any of its subsidiaries,
branches or affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Oriel Securities in connection with this
announcement, any statement contained herein or otherwise.
J. P. Morgan Limited (which conducts its UK investment banking
business as J.P. Morgan Cazenove), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Urban&Civic and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Urban&Civic for providing the protections
afforded to clients of J. P. Morgan Cazenove or for providing
advice in connection with the Acquisition, the content of this
announcement or any matter or arrangement referred to herein.
Neither J. P. Morgan Cazenove nor any of its subsidiaries, branches
or affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of J. P. Morgan Cazenove in connection with this
announcement, any statement contained herein or otherwise.
J. P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove), which is authorised by
the Prudential Regulatory Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulatory Authority, is acting exclusively as joint bookrunner to
Terrace Hill and no one else in connection with the Placing and
will not be responsible to anyone other than Terrace Hill for
providing the protections afforded to clients of J. P. Morgan
Cazenove or for providing advice in connection with the Placing,
the content of this announcement or any matter or arrangement
referred to herein. Neither J. P. Morgan Cazenove nor any of its
subsidiaries, branches or affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of J. P. Morgan Cazenove in connection
with this announcement, any statement contained herein or
otherwise.
Forward-looking Statements
Some of the information in this announcement may contain
projections or other forward-looking statements regarding future
events or the future financial performance of the Company. You can
identify forward-looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could",
"may", or "might" the negative of such terms or other similar
expressions. The Company wishes to caution you that these
statements are only predictions and that actual events or results
may differ materially. The Company does not intend to update these
statements to reflect events and circumstances occurring after the
date hereof or to reflect the occurrence of unanticipated events.
Many factors could cause the actual results to differ materially
from those contained in projections or forward-looking statements
of the Company, including, among others, general economic
conditions, the competitive environment as well as many other risks
specifically related to the Company and its operations.
This summary should be read in conjunction with the full text of
this announcement. Appendix 1 to this announcement contains further
details of the Placing, Appendix 2 contains the Terrace Hill first
quarter results for the three months ended 31 December 2013 and
Appendix 3 contains definitions of certain expressions used in this
summary and in this announcement.
Publication on website and availability of hard copies
It is expected that the prospectus will be published later
today.
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Terrace Hill's website at
www.terracehill.co.uk. The contents of Terrace Hill's and
Urban&Civic's websites, and those of any other website
accessible from hyperlinks on Terrace Hill's and Urban&Civic's
websites, are not incorporated into nor form part of this
announcement.
IMPORTANT NOTICE
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF
THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR
ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and, therefore,
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Failure to comply with any
such restrictions may constitute a violation of the securities laws
of any jurisdiction.
This announcement does not constitute an offer of, or the
solicitation of an offer to subscribe for or purchase, any Ordinary
Shares to any person in any jurisdiction to whom or in which such
offer or solicitation is unlawful, and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. In particular, this announcement
is not for distribution in or into, the United States, Canada,
Japan or the Republic of South Africa.
No action has been or will be taken by the Company or the Joint
Bookrunners to permit a public offering of the Ordinary Shares
under the applicable securities laws of any jurisdiction. Other
than in the United Kingdom, no action has been taken or will be
taken to permit the possession or distribution of this announcement
(or any other offering or publicity materials relating to the
Ordinary Shares) in any jurisdiction where action for that purpose
may be required or where doing so is restricted by law.
Accordingly, neither this announcement, nor any advertisement, nor
any other offering material may be distributed or published in any
jurisdiction except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into
whose possession this announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") THE
PLACING IS ONLY OPEN TO INVITED PERSONS WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME
TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"); AND IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED.
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM,
INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION
TO BE CONTAINED IN THE PROSPECTUS.
Further, this announcement is for information purposes only and
shall not constitute an offer to sell or issue or the solicitation
of an offer to buy, subscribe for or otherwise acquire any new
ordinary shares of Terrace Hill Group plc in any jurisdiction in
which any such offer or solicitation would be unlawful. This
announcement should be read in its entirety. In particular, you
should read and understand the information provided in the
'Important Notice' section.
FOR IMMEDIATE RELEASE 28 April 2014
Terrace Hill Group plc ("Terrace Hill")
(to be re-named Urban&Civic plc)
Recommended acquisition of Urban&Civic and proposed Placing
to raise GBP170 million through a placing of 75,555,556 Placing
Shares at 225 pence per Share
and
Proposed admission to the standard listing segment of the
Official List and to trading on the London Stock Exchange's Main
Market for listed securities
INTRODUCTION
The Board of Terrace Hill is pleased to announce that it has
conditionally agreed to acquire Urban&Civic (to form the
"Enlarged Group"). The Enlarged Group intends to apply for
Admission of its ordinary shares to the standard listing segment of
the Official List of the UK Financial Services Authority and to
trading on the Main Market for listed securities of the London
Stock Exchange (together, "Admission"). In addition, to provide
funds for the delivery of a strategy of securing and profitably
delivering major strategic land holdings and commercial
developments, the Enlarged Group intends to raise GBP170 million
(before expenses) by way of a Placing (all the above together, the
"Transaction"). The Acquisition will constitute a reverse takeover
of Terrace Hill by Urban&Civic and is conditional on the
approval of Shareholders.
BACKGROUND TO AND REASONS FOR THE ACQUISITION
The Board of Terrace Hill believes that the Enlarged Group will
combine two established businesses with a clear strategic
direction, will bring together a management team with an
outstanding track record and will enable them to build on and
develop the existing strong and diversified portfolio of assets to
grow a new "Best in Class" UK real estate business.
The Enlarged Group will have exceptional large scale planning
expertise and in-house project management and delivery skills
across a network of UK regional offices. The combination of these
complementary skill-sets and two solid and established real estate
companies will position the Enlarged Group to generate attractive
shareholder returns from its targeted UK real estate sectors.
Information on Urban&Civic
Urban&Civic is an unlisted property group founded in 2009 by
Nigel Hugill and Robin Butler, which aims to deliver strategic
residential land developments in key growth areas of the UK.
Urban&Civic's management has considerable expertise and
extensive experience in assembling large, complex developments and
taking them through the planning process to successful
delivery.
Urban&Civic owns two large strategic residential land sites
in the UK which, in aggregate, have outline planning consent for
11,200 houses. The first is the 1,432 acre Alconbury Weald site
near Huntingdon in Cambridgeshire. The second is a 50 per cent.
interest in a 1,170 acre development site in Rugby which has been
conditionally acquired and has planning permission for 6,200 houses
and approx. 1.3 million sq. ft. of commercial development.
ALCONBURY WEALD
Overview
Urban&Civic acquired the former Alconbury Airfield site in
November 2009, purchasing a strategic parcel of neighbouring farm
land a year later known as Grange Farm. The combined land holding
extends to approximately 1,432 acres of freehold land near to
Huntingdon town centre which is adjacent to the East Coast Mainline
and has direct links to the A14 and A1(M).
The Enlarged Group has the opportunity to create a large scale,
low carbon, high quality mixed use development. As freehold owner
and promoter of Alconbury Weald, the Enlarged Group will seek to
develop the site over an estimated period of 20 years.
The site has a resolution to grant outline planning permission
consent for 5,000 houses and approximately 3.1 million sq. ft. of
commercial space, with a GDV estimated by Urban&Civic to be in
excess of GBP1.3 billion (at current prices), subject to completion
of a Section 106 Agreement, which has been substantially
agreed.
In August 2011, approximately 370 acres of the site was
designated as an Enterprise Zone by the Government, reflecting its
position as a key growth hub for the region. The airfield currently
benefits from consent for temporary use for storage and
distribution and generates approximately GBP2.3 million of gross
rental income per annum from the letting of open storage land,
former aircraft hangars and peripheral commercial buildings.
The Enlarged Group has the potential to further enhance land
values at Alconbury Weald by extending the built form of the
development to the Grange Farm site, which extends to 345 acres of
the total area of 1,432 acres, through the provision of a further
1,500 to 2,000 dwellings, subject to obtaining the necessary
planning permission.
Development progress to date
Pursuant to a series of specific planning consents,
Urban&Civic continues to invest in early infrastructure
delivery and has to date constructed an access point for heavy
commercial vehicles and construction haulage to the west of the
site and has undertaken site clearance, demolition, crushing of
hard standing (for re-use) and landscaping. In addition, a new main
entrance, road for the Enterprise Zone and a 15,000 sq. ft.
commercial building are now complete. To date all construction
projects on site have been delivered on time and within budget.
The new commercial building within the Enterprise Zone is a
business incubator unit that provides small and entrepreneurial
companies with flexible office space and technical assistance to
help grow their businesses. The first tenants have now been
signed.
Next phase of development
The delivery of the initial key phases will include up to 1,100
homes, 850,000 sq. ft. of commercial space, a three-form entry
primary school and associated infrastructure and landscaping. The
Enlarged Group intends to build out a proportion (up to 100 homes)
of this first residential phase in order to 'place-make', while the
established design code will provide housebuilders with enough
flexibility to bring forward their own ideas and methods.
Urban&Civic is currently advancing the design for the first
phase of the outline planning consent in parallel with the
completion of the Section 106 Agreement. The Enlarged Group expects
to receive the required approvals to allow infrastructure and
enabling works to start in the third quarter of 2014 with
residential delivery commencing in the second quarter of 2015.
CBRE has valued the site at GBP101 million as at 31 December
2013 on the basis of a resolution to grant outline planning
consent.
RUGBY
Overview
The Rugby Radio Station site is a former radio transmission
facility located in Rugby, Warwickshire. Following decommissioning
in 2003, BT and Aviva formed a joint venture, the RRSLP, to promote
the redevelopment of the Rugby Radio Station site. The site extends
to approximately 1,674 acres and comprises two principal elements,
the 1,170 acre predominantly residential Sustainable Urban
Expansion ("SUE") site and a logistics site known as the Daventry
International Rail Freight Terminal III ("DIRFT") site.
Following a competitive process, Urban&Civic was confirmed
as the development partner for the SUE site in May 2013, which
included an option to acquire an interest in the site. In April
2014, Urban&Civic, through its joint venture SUE LP (its 50:50
joint venture), entered into an agreement to purchase its interest
in the SUE site and this acquisition is expected to complete by the
end of 2014.
The SUE site has a resolution to grant outline planning
permission for 6,200 houses and approximately 1.3 million sq. ft.
of commercial space over 460 acres of developable area, along with
49 acres of community and heritage areas and 393 acres of open
spaces, with a built out value estimated by Urban&Civic to be
in excess of GBP1.7 billion (at current prices), subject to Section
106 Agreement, which has been substantially agreed. Of the 1,170
acres development area, RRSLP currently owns approximately 981
acres and has options over approximately 145 acres. The balance of
44 acres remains to be acquired but in the event that suitable
commercial arrangements cannot be agreed for this acquisition,
there would be a small reduction in the number of housing units and
commercial space. The Enlarged Board does not believe this will
have a material impact on the development or on the value of the
SUE site as the loss of sales revenue would be mitigated by the
absence of land acquisition consideration.
Next phase of development
The initial delivery phase may extend to a maximum of
approximately 1,000 homes, approximately 270,000 sq. ft. of
commercial space, a two-form entry primary school and associated
infrastructure and landscaping.
The design for the initial delivery phase of the outline consent
for Rugby is being advanced. Reserved matters approvals will be
sought in respect of the roads and green spaces and for early
housing delivery, which is expected to commence by the third
quarter 2015.
As with Alconbury Weald, the Enlarged Group will seek to build
out a proportion of the residential dwellings at Rugby in order to
'place-make', either independently, or with its joint venture
partner.
CBRE has valued Urban&Civic's 50 per cent. share of the SUE
site at GBP27.5 million as at 9 January 2014 on the basis of a
resolution to grant outline planning consent (implied value of
entire SUE site: GBP55.0 million).
Information on Terrace Hill
Terrace Hill is a UK property development group which was
admitted to trading on AIM in 1995. Terrace Hill's focus is on out
of town foodstores, Central London offices and regional commercial
development in the office, retail, industrial and, more recently,
student accommodation and leisure sectors. It has offices in
London, Teesside, Bristol, Manchester and Glasgow, providing it
with a national presence combined with local knowledge.
Its current commercial development activities are focused on
three main areas: foodstores; Central London offices and regional
commercial development in the office, retail, industrial, student
accommodation and leisure sectors and include:
Foodstores
Terrace Hill has a recognised expertise in foodstore
development. Since 2008, Terrace Hill has completed highly
profitable transactions involving seven foodstores with a total
floor area of over 500,000 sq. ft. and GDV in excess of GBP180
million. Terrace Hill is currently developing four foodstores
totalling approximately 340,000 sq. ft., comprising:
-- Gateway, Teesside: Terrace Hill owns a 17 acre site and plans
to develop a 125,000 sq. ft. foodstore and petrol station pre-let
to Sainsbury's, subject to various conditions including payment of
a premium to Sainsbury's, with sites also conditionally pre-let to
Marston's and KFC. Planning consent was granted in February 2014
with an expectation to be on-site in mid-2014;
-- Herne Bay, Kent: Terrace Hill has conditionally acquired a
7.5 acre site and plans to develop a 99,700 sq. ft. foodstore and
petrol station pre-let to Sainsbury's. The planning application was
submitted in 2012 and the Enlarged Board expects a recommendation
for approval/ determination in 2014;
-- Midsomer Norton, Somerset: Terrace Hill has conditionally
acquired a 12 acre site and terms have been agreed with a retailer
to develop a 93,700 sq. ft. foodstore; and
-- Stokesley, North Yorkshire: Terrace Hill has conditionally
acquired a 5.3 acre site and plans to develop an approximately
25,000 sq. ft. foodstore with 173 car parking spaces and a petrol
filling station.
Central London offices
Terrace Hill has a successful track record of developing offices
in Central London, with nine schemes completed over the past 12
years representing approximately 350,000 sq. ft. and GBP290 million
of GDV. Terrace Hill is currently involved in the development of
two Central London offices totalling approximately 190,000 sq. ft.
comprising:
-- Conduit Street, London W1: a 30,400 sq. ft. office and retail
scheme currently under construction in Mayfair. The retail element
is pre-let to Dsquared(2) , and Terrace Hill is acting as
development manager; and
-- Howick Place, London SW1: a 160,300 sq. ft. office and
residential scheme in Victoria which was developed in a joint
venture with Doughty Hanson. Leases have been secured for part of
the office space, including for the UK head office for Giorgio
Armani, and all of the residential element.
Regional opportunities
Terrace Hill has more than 20 years' experience of developing in
the regional office, retail and industrial sectors and, more
recently, in the leisure and student accommodation sectors. Terrace
Hill is currently involved in nine regional development
opportunities totalling approximately 540,000 sq. ft.
including:
-- Darlington, County Durham: planning permission was received
in December 2013 for a 105,400 sq. ft. leisure and hotel scheme,
with pre-lettings secured with Vue Cinemas, Premier Inn and Greene
King. Terrace Hill was selected by Darlington Borough Council to
develop the scheme and completion is expected by the end of 2015;
and
-- Southampton, Hampshire: a 1,104 bed student accommodation
development pre-let to Southampton University. This has been
forward funded by Legal & General and is under construction and
expected to complete by July 2014.
The Enlarged Group's Strategy
The Enlarged Group's strategy will be to secure:
-- major strategic land holdings in locations that benefit from
strong transport links as well as robust local economies; and
-- highly profitable commercial development/trading
opportunities across the UK under the Terrace Hill brand with a
strong focus on foodstore and leisure development.
The Placing will allow the Enlarged Group to deliver its
strategy, in particular building on the excellent progress to date
at Alconbury Weald and Rugby, as well as accelerating highly
profitable commercial schemes such as Herne Bay. Furthermore, with
a strong identified pipeline, the Enlarged Group would seek to
capitalise on improving market conditions and capture the upside in
the UK property market.
A proportion of the Enlarged Group's commercial developments are
expected to be sold to institutional investors and REITs. This may
be by way of forward funding or sale upon completion, generating
income in the shorter term.
The Enlarged Group's Strengths
Combination of two established businesses with a clear strategic
logic
The Board believe that the combination of these two established
businesses creates an Enlarged Group that has a complementary
strategy of focusing on major strategic land holdings and highly
profitable commercial development/trading opportunities across the
UK.
A management team with an outstanding track record
The Enlarged Group will benefit from a management team with an
outstanding track record in planning and metropolitan as well as
local project management.
Only three major retail planning consents have been achieved in
London since the Second World War and two of the most recent,
namely White City (now Westfield London) and Stratford (now
Westfield Stratford City), were achieved by members of the
team.
In addition, the team has achieved planning consents for 19
million sq ft of buildable area within the last five months and,
over the past 15 years, the team has been directly involved in five
of the largest regeneration schemes built or under development in
London, being Paddington Basin, Elephant & Castle, Greenwich
Peninsula, White City and Stratford.
Furthermore, the management team has more than a 20 year track
record of commercial development in Central London and the regions,
delivering 66 developments totalling approximately 4 million sq.
ft. Management has demonstrated an ability to adapt to changes in
property and financial markets, as illustrated by its move into
foodstore developments in 2008, where Terrace Hill is now a market
leader.
The following are a selection of commercial developments
delivered by the team across the UK over the last 10 years:
-- Cyprium, Swansea - 70,000 sq ft office scheme developed in 2006;
-- Time Central, Newcastle - 83,000 sq ft Grade A commercial office space completed in 2008;
-- Pinewood, Wokingham - 120,000 sq ft office development in 2008;
-- Wilton Road, Victoria, London - 64,000 sq ft office development sold in 2010; and
-- Sunderland - 99,000 sq ft Sainsbury's foodstore completed in 2013.
Positioned to generate risk-managed shareholder returns from its
targeted UK real estate sectors
The Enlarged Group will be positioned to generate risk-managed
shareholder returns from its targeted UK real estate sectors, as
set out below:
-- Land banks in robust regional locations: The Enlarged Group
will focus on securing major strategic land holdings in locations
that benefit from strong transport links, robust local economies
and superior growth potential.
-- Low base costs and operational leverage: Urban&Civic's
land bank is not only located in regions with above average growth
prospects, but has also been assembled at less than half the cost
that is commonly achieved by listed housebuilders.
-- Planning protection: Under the National Planning Policy
Framework (NPPF), local authorities are now required to plan
positively for growth, which includes demonstrating a five year
supply of deliverable land.
-- Diversification: The Enlarged Group will benefit from both
business and geographic diversification. It has two different but
complementary principal activities, being strategic residential
land development and commercial development.
-- Use of balance sheet: The Enlarged Group will assess whether
to forward fund a development or sell upon completion on a
case-by-case basis, reviewing development risks against the yield
on cost as well as views on future yields.
-- Market opportunities: The Enlarged Group has identified a
pipeline of further strategic residential land opportunities,
including a large scheme in the south-east of England within the
M25 and a second large scheme in Cambridgeshire. In addition, the
current pipeline of commercial development projects includes a
student accommodation scheme on the south coast of England, a
cinema-led leisure scheme in the north-west of England, a large
foodstore in the south-west of England with a new operator
relationship and an office scheme in the north-west of England.
Local authorities and the public sector are becoming more active
in sponsoring development and regeneration, and the Enlarged Group
has been able to secure pipeline opportunities through its long
track record of performance and trust with relevant local
authorities.
SUMMARY OF TERMS OF THE ACQUISITION
The Company has conditionally agreed to acquire Urban&Civic
under the terms of the Acquisition Agreement, which has been
entered into by all of the Urban&Civic Shareholders.
The Acquisition values Urban&Civic at approximately GBP95.3
million based upon the mid-market closing price of 22.13p per
Ordinary Shares on 25 April 2014, being the Latest Practicable
Date, and the 43,084,456 consolidated Consideration Shares to be
issued to the Sellers pursuant to the Acquisition Agreement.
The Acquisition is conditional, inter alia, on the passing of
the Resolution at the General Meeting and the Placing Agreement
becoming unconditional (save for Admission and any condition
relating to the Acquisition Agreement becoming unconditional) and
not having been terminated in accordance with its terms.
The Acquisition Agreement contains warranties given by the
Sellers to the Company and by the Company to the Sellers
respectively as well as various undertakings in relation to the
management of the businesses of each of the Terrace Hill Group and
the Urban&Civic Group up until Completion.
In view of the size of the Acquisition in relation to the
Company, the Acquisition constitutes a reverse takeover under the
AIM Rules for Companies.
SUMMARY OF THE PLACING
The Placing comprises 75,555,556 Placing Shares to be issued by
the Company. The Placing Shares will represent 54 per cent. of the
Enlarged Share Capital (assuming the Placing is fully subscribed
such that the Company issues 75,555,556 Placing Shares in the
Placing and no shares are issued in the Employee Offer).
Under the Placing, Ordinary Shares are being made available to
certain institutional and professional investors in the United
Kingdom and elsewhere outside of the United States in reliance on
Regulation S and in accordance with other applicable laws, and in
the United States only to QIBs in reliance on Rule 144A or another
exemption from the registration requirements of the Securities
Act.
The Bookbuild for the proposed Placing will open with immediate
effect following this announcement. The exact number of Placing
Shares will be determined by Terrace Hill, Urban&Civic, J.P.
Morgan Cazenove and Oriel Securities at the close of the Bookbuild
and announced by the Company shortly thereafter. The book is
expected to close on Wednesday 30 April 2014, or earlier at the
Joint Bookrunners' discretion.
Shareholder approval will be sought at the General Meeting for
the Share Consolidation, whereby the Existing Ordinary Shares of
two pence each will be consolidated into Consolidated Ordinary
Shares of 20 pence each in the capital of the Company on the basis
of one Consolidated Ordinary Share for every 10 Existing Ordinary
Shares held.
Under the Placing, Ordinary Shares are being made available to
certain institutional and professional investors in the United
Kingdom and elsewhere outside of the United States in reliance on
Regulation S and in accordance with other applicable laws, and in
the United States only to QIBs in reliance on Rule 144A or another
exemption from the registration requirements of the Securities Act.
Members of the Enlarged Board intend to subscribe for an aggregate
amount of approximately GBP3.6 million in the Placing or the
Employee Offer as follows:
-- Robert Adair GBP640,000
-- Jon Austen GBP300,000
-- June Barnes GBP10,000
-- Robin Butler GBP250,000
-- Alan Dickinson GBP200,000
-- Robert Dyson GBP250,000
-- Nigel Hugill GBP250,000
-- Philip Leech GBP500,000
-- Duncan Hunter GBP1,237,500
In addition, the Company is proposing to offer Ordinary Shares
up to an aggregate amount of EUR5 million (approximately GBP4.1
million) at the Placing Price to certain employees of the Enlarged
Group (being fewer than 150 persons in total) ("Employee Shares").
The offer of Employee Shares by the Company is not part of the
Placing and is not being underwritten. The offer of Employee Shares
will be open until the date of the General Meeting and the results
of the offer of Employee Shares are expected to be announced on or
about 14 May 2014.
Applications will be made to the FCA for the Enlarged Share
Capital to be admitted to the standard listing segment of the
Official List and to the London Stock Exchange for the Enlarged
Share Capital to be admitted to trading on the London Stock
Exchange's Main Market for listed securities. The Placing Shares
have not been marketed in whole or in part to the public in
conjunction with the applications for Admission. The Company's
obligation to issue the Placing Shares is conditional upon:
(a) the Resolution being duly passed without amendment;
(b) the Acquisition Agreement becoming unconditional (save for
Admission) and not having been terminated in accordance with its
terms prior to Admission;
(c) the Placing Agreement becoming unconditional (save for
Admission) and not having been terminated in accordance with its
terms prior to Admission;
(d) the execution of the Placing Memorandum and the Placing
Memorandum including a number of Placing Shares sufficient to raise
not less than GBP170 million of gross proceeds for the Company in
the Placing following completion of the bookbuilding process;
and
(e) Admission taking place on 22 May 2014 or such later date as
the Joint Bookrunners, the Company, the Principal Shareholders and
the Enlarged Board may agree not being later than 31 May 2014.
Pursuant to the Placing Agreement, the Directors and the
Proposed Directors have each undertaken, subject to certain
exceptions, that they will be subject to certain lock-up
arrangements with respect to the Ordinary Shares and related
securities. Each of the Company, the Directors and the Proposed
Directors has given certain customary representations, warranties
and undertakings to the Joint Bookrunners.
GIP U&C has also undertaken with the Joint Bookrunners to be
bound by similar lock-up arrangements with respect to the Ordinary
Shares and related securities.
In addition, Robert Adair and his family trusts have undertaken
with the Company and the Joint Bookrunners for a period of one year
from Admission, not to dispose of any Ordinary Shares or related
securities unless executed through Oriel Securities in order to
maintain an orderly market in the Ordinary Shares.
Terms and conditions of the proposed Placing will be detailed in
the prospectus relating to the Placing and Acquisition, which is
expected to be published later today.
If the Placing is not fully subscribed following completion of
the bookbuilding process, the Placing, the Acquisition and
Admission will not proceed. Further details of the Placing are set
out in Appendix 1 of this announcement.
IRREVOCABLE UNDERTAKINGS TO APPROVE THE RESOLUTION
Terrace Hill has received irrevocable undertakings from each of
the Directors who hold ordinary shares, certain family trusts of
Robert Adair and Caledonia Investments Plc to vote in favour of the
Resolution to be proposed at the General Meeting, in respect of a
total of 154,318,841 Terrace Hill Ordinary Shares, representing
approximately 72.8per cent. of the ordinary shares of Terrace Hill
in issue on 25 April 2014 (being the Latest Practicable Date).
BOARD OF DIRECTORS
The Enlarged Group will have a strong board with extensive
experience. The composition of the Enlarged Board on Admission will
be as follows:
Nigel Hugill Executive Chairman
Robin Butler Chief Executive
Philip Leech Property Director
Jon Austen Group Finance Director
Robert Adair Deputy Chairman and Non-executive Director
June Barnes Independent Non-executive Director
Alan Dickinson Senior Independent Non-executive Director
Robert Dyson Independent Non-executive Director
Duncan Hunter Independent Non-executive Director
Mark Tagliaferri Non-executive Director
The Proposed Directors will become directors of the Company with
effect from Admission.
CHANGE OF NAME
Upon completion of the Acquisition, the name of the Company will
be changed to Urban&Civic plc.
DIVIDEND POLICY
The Enlarged Group Board intends to adopt a progressive dividend
policy taking into account the Enlarged Group's expected earnings
and future expansion plans, and will target a first dividend after
a full year of trading, being the year ending 30 September 2015, of
approximately 1 per cent. of the Placing Price*.
*This is a target only and not a profit forecast. There can be
no assurance that this target will be met or that the Company will
make any distributions at all.
GEARING POLICY
The Enlarged Group Board intends to maintain a low level of
gearing for the Enlarged Group, targeting a loan to gross asset
value ratio in the region of 30 per cent. which will typically be
secured at the asset level. The Enlarged Group Board intends to
limit the amount of borrowing by the Enlarged Group that is secured
against strategic residential developments, as there is already
significant operating leverage in the land.
MOVE FROM AIM TO OFFICIAL LIST
Application has been made to the FCA for all the Ordinary Shares
to be listed on the standard listing segment of the Official List
and application has been made to the London Stock Exchange for all
the Ordinary Shares to be admitted to trading on the London Stock
Exchange's Main Market for listed securities.
Upon Admission, the Company will cancel the trading on AIM of
its Existing Ordinary Shares and the standard listing on the
Official List will become the Company's only listing. Trading in
the Company's shares on AIM will be suspended until publication of
the prospectus relating to the Placing and Acquisition which is
expected to be later today.
It is expected that Admission will become effective and that
dealings in the Ordinary Shares will commence on the London Stock
Exchange at 8.00 a.m. (London time) on 22 May 2014.
GENERAL MEETING
A General Meeting will be held to consider the Proposals and
notice of this will be shortly despatched to Terrace Hill
Shareholders. Completion of the Acquisition and Admission of the
Shares to the Official List and to trading on the Main Market of
the London Stock Exchange is expected to take place on 22 May
2014.
Ernst & Young LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Terrace Hill and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Terrace Hill for providing the protections afforded to clients of
Ernst & Young LLP or for providing advice in connection with
the Acquisition, the content of this announcement or any matter or
arrangement referred to herein. Neither Ernst & Young LLP nor
any of its subsidiaries, branches or affiliates, owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Ernst & Young LLP in
connection with this announcement, any statement contained herein
or otherwise.
Oriel Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and joint bookrunner and no one
else in connection with the Acquisition and Placing and will not be
responsible to anyone other than Terrace Hill for providing the
protections afforded to clients of Oriel Securities for providing
advice in connection with the Acquisition and Placing, the content
of this announcement or any matter or arrangement referred to
herein. Neither Oriel Securities nor any of its subsidiaries,
branches or affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Oriel Securities in connection with this
announcement, any statement contained herein or otherwise.
J. P. Morgan Limited (which conducts its UK investment banking
business as J.P. Morgan Cazenove), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Urban&Civic and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Urban&Civic for providing the protections
afforded to clients of J. P. Morgan Cazenove or for providing
advice in connection with the Acquisition, the content of this
announcement or any matter or arrangement referred to herein.
Neither J. P. Morgan Cazenove nor any of its subsidiaries, branches
or affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of J. P. Morgan Cazenove in connection with this
announcement, any statement contained herein or otherwise.
J. P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove), which is authorised by
the Prudential Regulatory Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential
Regulatory Authority, is acting exclusively as joint bookrunner to
Terrace Hill Row and no one else in connection with the Placing and
will not be responsible to anyone other than Terrace Hill for
providing the protections afforded to clients of J. P. Morgan
Cazenove or for providing advice in connection with the Placing,
the content of this announcement or any matter or arrangement
referred to herein. Neither J. P. Morgan Cazenove nor any of its
subsidiaries, branches or affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of J. P. Morgan Cazenove in connection
with this announcement, any statement contained herein or
otherwise.
Forward-looking Statements
Some of the information in this announcement may contain
projections or other forward-looking statements regarding future
events or the future financial performance of the Company. You can
identify forward-looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could",
"may", or "might" the negative of such terms or other similar
expressions. The Company wishes to caution you that these
statements are only predictions and that actual events or results
may differ materially. The Company does not intend to update these
statements to reflect events and circumstances occurring after the
date hereof or to reflect the occurrence of unanticipated events.
Many factors could cause the actual results to differ materially
from those contained in projections or forward-looking statements
of the Company, including, among others, general economic
conditions, the competitive environment as well as many other risks
specifically related to the Company and its operations.
The summary should be read in conjunction with the full text of
this announcement. Appendix 1 to this announcement contains further
details of the Placing, Appendix 2 contains the Terrace Hill first
quarter results for the three months ended 31 December 2013 and
Appendix 3 contains definitions of certain expressions used in the
summary and in this announcement.
Publication on website and availability of hard copies
It is expected that the prospectus will be published later
today.
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Terrace Hill's website at
www.terracehill.co.uk. The contents of Terrace Hill's and
Urban&Civic's websites, and those of any other website
accessible from hyperlinks on Terrace Hill's and Urban&Civic's
websites, are not incorporated into nor form part of this
announcement.
IMPORTANT NOTICE
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF
THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR
ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and, therefore,
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and
observe, any applicable requirements. Failure to comply with any
such restrictions may constitute a violation of the securities laws
of any jurisdiction.
This announcement does not constitute an offer of, or the
solicitation of an offer to subscribe for or purchase, any Ordinary
Shares to any person in any jurisdiction to whom or in which such
offer or solicitation is unlawful, and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. In particular, this announcement
is not for distribution in or into, the United States, Canada,
Japan or the Republic of South Africa.
No action has been or will be taken by the Company or the Joint
Bookrunners to permit a public offering of the Ordinary Shares
under the applicable securities laws of any jurisdiction. Other
than in the United Kingdom, no action has been taken or will be
taken to permit the possession or distribution of this announcement
(or any other offering or publicity materials relating to the
Ordinary Shares) in any jurisdiction where action for that purpose
may be required or where doing so is restricted by law.
Accordingly, neither this announcement, nor any advertisement, nor
any other offering material may be distributed or published in any
jurisdiction except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into
whose possession this announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") THE
PLACING IS ONLY OPEN TO INVITED PERSONS WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME
TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"); AND IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED.
APPENDIX 1
FURTHER INFORMATION ON THE PLACING
Bookbuilding and allocation
All Ordinary Shares made available pursuant to the Placing will
be payable in full at the Placing Price. The results of the Placing
are expected to be announced at or before 7.00 a.m. on 1 May
2014.
Allocations under the Placing will be determined by the Company
(including the Proposed Directors) in consultation with the Joint
Bookrunners. A number of factors will be considered in determining
the basis of allocation under the Placing, including the level and
nature of demand for Ordinary Shares.
Upon accepting any allocation, prospective investors will be
contractually committed to subscribe for the number of Ordinary
Shares allocated to them at the Placing Price and, to the fullest
extent permitted by law, will be deemed to have agreed not to
exercise any rights to rescind or terminate, or withdraw from, such
commitment.
The rights attaching to the Ordinary Shares will be uniform in
all respects and the Ordinary Shares will form a single class for
all purposes.
Each investor will be required to pay the Placing Price for the
Ordinary Shares issued to such investor in such manner as shall be
directed by the Joint Bookrunners.
All Ordinary Shares issued pursuant to the Placing will be
issued at the Placing Price.
The Ordinary Shares allocated under the Placing will be
underwritten, subject to certain conditions, by the Joint
Bookrunners if the Placing is fully subscribed following completion
of the bookbuilding process.
The Joint Bookrunners will solicit bids from prospective
institutional investors to subscribe for Ordinary Shares in the
Placing. Prospective investors will be required to specify the
number of Ordinary Shares which they would be prepared to subscribe
for at the Placing Price.
In the event that demand for the Ordinary Shares being offered
exceeds the number of Ordinary Shares made available in the
Placing, allocations may be scaled down in any manner at the Joint
Bookrunners' discretion, in consultation with the Company
(including the Proposed Directors), and investors under the Placing
may be allocated Ordinary Shares having an aggregate value which is
less than the sum applied for in the bookbuilding process. The
Joint Bookrunners, in consultation with the Company (including the
Proposed Directors) and the Principal Shareholders, may allocate
such Ordinary Shares as they see fit (and there is no obligation to
allocate such Ordinary Shares proportionately).
Completion of the Placing will be subject to the satisfaction of
conditions contained in the Placing Agreement including (i)
execution of the Placing Memorandum; (ii) the Placing Memorandum
including a number of Placing Shares sufficient to raise not less
than GBP170 million of gross proceeds for the Company in the
Placing following completion of the bookbuilding process; (iii)
Admission occurring and (iv) the Placing Agreement not having been
terminated. The Placing cannot be terminated once dealings in the
Ordinary Shares have commenced.
Prospective investors in the Placing will be advised verbally or
by electronic mail of their allocation as soon as practicable
following allocation. Prospective investors in the Placing will be
contractually committed to subscribe for the number of Ordinary
Shares allocated to them at the Placing Price, and to the fullest
extent permitted by law, will be deemed to have agreed not to
exercise any rights to rescind or terminate, or otherwise withdraw
from, such commitment.
The Placing, the Acquisition and Admission will not proceed if
the Placing is not fully subscribed following the bookbuilding
process.
Withdrawal rights
In the event that the Company is required to publish a
supplementary prospectus, investors who have applied to subscribe
for Ordinary Shares in the Placing will not have the right to
withdraw their offer to subscribe for Ordinary Shares in the
Placing because the Placing is not an offer to the public for the
purpose of the Prospectus Directive.
Terms and conditions of the Placing
The terms and conditions of the Placing will be set out in the
Prospectus and will apply to investors agreeing to subscribe for or
purchase Ordinary Shares under the Placing. Each such investor will
be deemed to have agreed with each of the Company and the Joint
Bookrunners to be bound by such terms and conditions as being the
terms and conditions upon which Ordinary Shares will be issued
under the Placing.
Conditional on, inter alia, (i) the execution of the Placing
Memorandum and the Placing Memorandum including a number of Placing
Shares sufficient to raise not less than GBP170 million of gross
proceeds for the Company in the Placing following completion of the
bookbuilding process; and (ii) Admission occurring on or prior to
22 May 2014 (or such later date as the Joint Bookrunners, the
Company, the Principal Shareholders, and the Enlarged Board may
agree); and (iii) the investor being allocated Ordinary Shares,
each investor will agree to become a member of the Company and
agrees to subscribe for Ordinary Shares at the Placing Price.
The number of Ordinary Shares allocated to an investor under the
Placing will be in accordance with the arrangements described in
this Appendix 1.
Each investor will be required to represent, warrant and
acknowledge to each of the Company and the Joint Bookrunners on
terms which will be set out in the Prospectus.
Certain restrictions that apply to the distribution of this
announcement and the Prospectus and Ordinary Shares in
jurisdictions outside the United Kingdom are described in paragraph
10 of Part 8 of the prospectus.
APPENDIX 2
Financial information on the Terrace Hill Group for the three
months ended 31 December 2013
The financial information set out below of the Terrace Hill
Group is for the period from 1 October 2013 to 31 December 2013
(with comparatives for the year ended 30 September 2013).
Terrace Hill Group Statements of Comprehensive Income
3 months Year Ended
to 31 30
December September
2013 2013
GBP'000 GBP'000
Revenue 2,084 48,486
Direct costs (4,803) (35,913)
------- -------
Gross (loss)/profit (2,719) 12,573
Administrative expenses (1,299) (6,074)
Loss on disposal of investment property - (35)
Impairment of joint venture and associated undertakings - -
Loss on revaluation of investment properties - -
------- -------
Operating (loss)/profit (4,018) 6,464
Finance income 34 204
Finance costs (204) (1,096)
Share of joint venture and associated undertakings post tax profit/(loss) - 43
------- -------
(Loss)/profit before tax (4,188) 5,615
Tax 417 (1,271)
------- -------
(Loss)/profit from continuing operations (3,771) 4,344
------- -------
Profit/(loss) from discontinued operations 150 586
------- -------
Total comprehensive (loss)/income (3,621) 4,930
------- -------
Profit/(loss) attributable to:
Equity holders of the parent from continuing operations (3,771) 4,344
Equity holders of the parent from discontinued operations 150 586
------- -------
(3,621) 4,930
======= =======
Total comprehensive (loss)/income attributable to:
Equity holders of the parent from continuing operations (3,771) 4,344
Equity holders of the parent from discontinued operations 150 586
------- -------
(3,621) 4,930
======= =======
Basic (loss)/earnings per share from continuing operations (1.79p) 2.06p
Diluted (loss)/earnings per share from continuing operations (1.79p) 2.05p
======= =======
Total basic (loss)/earnings per share (1.72p) 2.34p
Total diluted (loss)/earnings per share (1.72p) 2.33p
======= =======
Terrace Hill Group Balance Sheets
3 months Year Ended
to 31 30
December September
2013 2013
GBP'000 GBP'000
Non-current assets
Investment properties - 162
Property, plant and equipment 88 95
Investments in equity accounted associates and joint venture 1,000 1,000
Other investments 4,279 4,279
Intangible assets 2,365 2,365
Deferred tax assets 5,422 5,213
------- -------
13,154 13,114
------- -------
Current assets
Investment properties - held for sale 126 -
Development properties 54,722 58,200
Trade and other receivables 11,805 14,573
Cash and cash equivalents 7,555 8,644
------- -------
74,208 81,417
------- -------
Total assets 87,362 94,531
------- -------
Non-current liabilities
Bank loans (17,886) (18,745)
Other payables - guarantee - -
Deferred tax liabilities (659) (867)
------- -------
(18,545) (19,612)
------- -------
Current liabilities
Trade and other payables (8,578) (8,937)
Other payables - guarantee - -
Current tax liabilities (3,049) (3,049)
Bank overdrafts and loans (5,071) (7,384)
------- -------
(16,698) (19,370)
------- -------
Total liabilities (35,243) (38,982)
------- -------
Net assets 52,119 55,549
======= =======
Equity
Called up share capital 4,240 4,240
Share premium account 18,208 18,208
Own shares (609) (609)
Capital redemption reserve 849 849
Merger reserve 7,088 7,088
Retained earnings 22,343 25,773
------- -------
Total equity 52,119 55,549
======= =======
Terrace Hill Group Statements of Changes in Equity
Capital
Share Share Own redemption Merger Retained
capital premium shares reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 30 September 2012 4,240 18,208 (609) 849 7,088 20,437 50,213
Total comprehensive income for the year - - - - - 4,930 4,930
Share-based payments - - - - - 406 406
------- ------- ------- ---------- ------- -------- -------
Balance at 30 September 2013 4,240 18,208 (609) 849 7,088 25,773 55,549
Total comprehensive income for the period - - - - - (3,621) (3,621)
Share-based payments - - - - - 191 191
------- ------- ------- ---------- ------- -------- -------
Balance at 31 December 2013 4,240 18,208 (609) 849 7,088 22,343 52,119
======= ======= ======= ========== ======= ======== =======
Terrace Hill Group Cash Flow Statements
3 months Year Ended
to 31 30
December September
2013 2013
GBP'000 GBP'000
Cash flows from operating activities
Profit before tax from continuing and discontinued operations (4,038) 6,201
Adjustments for:
Finance income (34) (215)
Finance costs 204 1,808
Share of joint venture and associated undertakings post tax loss - 43
Provision for financial guarantee for debts of associate - (1,811)
Depreciation charge 11 47
Impairment charge - 823
Loss on revaluation of investment properties - 11
Impairment of associated undertakings - -
(Profit)/loss on disposal of investment properties (78) 271
Loss on sale of tangible fixed assets - 11
Share-based payments 191 406
------- -------
Cash flows from operating activities before changes in working capital (3,744) 7,595
Decrease in property inventories 3,547 12,432
Decrease in trade and other receivables 2,768 2,635
Decrease in trade and other payables (360) (5,800)
------- -------
Cash generated from operations 2,211 16,862
Finance costs paid (275) (1,887)
Finance income received 34 215
Tax received/(paid) - 36
------- -------
Net cash flows from operating activities Investing activities 1,970 15,226
------- -------
Sale of investment property and tangible fixed assets 122 14,744
Sale of investments - -
Purchase of property, plant and equipment (11) (18)
------- -------
Net cash flows from investing activities 111 14,726
------- -------
Financing activities
Borrowings drawn down - 2,744
Borrowings repaid (3,167) (30,212)
------- -------
Net cash flows from financing activities (3,167) (27,468)
------- -------
Net (decrease)/increase in cash and cash equivalents (1,086) 2,484
Cash and cash equivalents at start of period 8,482 5,998
------- -------
Cash and cash equivalents at end of period 7,396 8,482
======= =======
Cash at bank and in hand 7,555 8,644
Bank overdraft (159) (162)
------- -------
Cash and cash equivalents at end of period 7,396 8,482
======= =======
Notes
General information
The special purpose financial information for the three month
period ended 31 December 2013 has been prepared and included in the
Accountant's report on the Historical Financial Information
relating to Terrace Hill which will be included in a Prospectus to
be issued following this announcement.
Basis of preparation and accounting policies
The accounting policies and basis of preparation adopted in the
preparation of the special purpose financial information for the
period to 31 December 2013 are consistent with those applied in the
Terrace Hill statutory accounts for the year ended 30 September
2013.
The financial information set out in this announcement does not
constitute statutory accounts for the three month period ended 31
December 2013 or the year ended 30 September 2013. Statutory
accounts for the year ended 30 September 2013 have been reported on
by the Independent Auditors and have been delivered to the
Registrar of Companies. The Independent Auditors report on the
statutory accounts for the year ended 30 September 2013 was
unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under section 498(2) and
498(3) of the Companies Act 2006.
APPENDIX 3
DEFINITIONS
In this announcement the following expressions have the
following meanings, unless the context requires
otherwise:
"Acquisition Agreement" the conditional share purchase agreement
dated 28 April 2014 between the Company and
the Sellers relating to the Acquisition
----------------------------- ----------------------------------------------------
"Admission" admission of the Enlarged Share Capital to
the standard listing segment of the Official
List and to trading on the London Stock Exchange's
Main Market for listed securities becoming
effective
----------------------------- ----------------------------------------------------
"AIM" AIM, a market of the London Stock Exchange
----------------------------- ----------------------------------------------------
"AIM Rules for Companies* the AIM Rules for Companies as published
by the London Stock Exchange from time to
time
----------------------------- ----------------------------------------------------
"Alconbury" or "Alconbury the freehold land comprising the former Alconbury
Weald" airfield and neighbouring farmland in Huntingdon,
Cambridgeshire, which is owned by Urban&Civic
----------------------------- ----------------------------------------------------
"Aviva" Aviva plc
----------------------------- ----------------------------------------------------
"Board" or "Directors" the current directors of the Company
----------------------------- ----------------------------------------------------
"BT" BT Telecommunications plc
----------------------------- ----------------------------------------------------
"Business Day" a day (other than Saturday or Sunday or a
bank holiday) on which banks are generally
open for normal banking business in the City
of London
----------------------------- ----------------------------------------------------
"CBRE" CBRE Limited, as property valuer to Urban&Civic
----------------------------- ----------------------------------------------------
"Circular" the circular to be sent to Shareholders dated
28 April 2014, containing the notice of General
Meeting
----------------------------- ----------------------------------------------------
"Company" or "Terrace Terrace Hill Group plc (incorporated in Scotland
Hill" with registered
number SC149799)
----------------------------- ----------------------------------------------------
"Completion" completion of the Proposals
----------------------------- ----------------------------------------------------
"Consideration Shares" the 43,084,456 Consolidated Ordinary Shares
to be issued to the Sellers on Completion
----------------------------- ----------------------------------------------------
"Consolidated Ordinary the ordinary shares of 20 pence each in the
Shares" capital of the Company
following the Share Consolidation
----------------------------- ----------------------------------------------------
"Corporate Governance the UK Corporate Governance Code in the latest
Code" form issued by the Financial Reporting Council
from time to time
----------------------------- ----------------------------------------------------
"Employee Offer" the offer by the Company of new Consolidated
Ordinary Shares at the Placing Price to certain
employees of the Enlarged Group
----------------------------- ----------------------------------------------------
"Enlarged Board" the board of directors of the Company as
it will be constituted on
Completion
----------------------------- ----------------------------------------------------
"Enlarged Share Capital" the issued share capital of the Company upon
Admission, comprising the Existing Ordinary
Shares, the Consideration Shares, Placing
Shares and the Employee Shares
----------------------------- ----------------------------------------------------
"Existing Ordinary the 211,971,299 existing ordinary shares
Shares" of two pence each in the capital of the Company
in issue at the date of this document and
prior to completion of the Share Consolidation
----------------------------- ----------------------------------------------------
"FCA" the Financial Conduct Authority
----------------------------- ----------------------------------------------------
"GDV" gross development value
----------------------------- ----------------------------------------------------
"General Meeting" the general meeting of the Company to be
held on 14 May 2014 (and any adjournment
thereof) for the purposes of considering
the Resolution, notice of which is set out
in the Circular
----------------------------- ----------------------------------------------------
"GIP U&C" GIP U&C S.Ã . r.l.
----------------------------- ----------------------------------------------------
"Joint Bookrunners" J.P. Morgan Cazenove and Oriel Securities
----------------------------- ----------------------------------------------------
"J.P. Morgan Cazenove" J.P. Morgan Securities plc of 25 Bank Street,
Canary Wharf, London E14 5JP (which conducts
its UK Investment Banking Business as J.P.
Morgan Cazenove)
----------------------------- ----------------------------------------------------
"Latest Practicable close of business on 25 April 2014
Date"
----------------------------- ----------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
----------------------------- ----------------------------------------------------
"Net Proceeds" the gross proceeds from the Placing less
the costs and expenses incurred by the Enlarged
Group relating to the Proposals
----------------------------- ----------------------------------------------------
"New Articles" the new articles of association of the Company
to be adopted pursuant to the Resolution,
as set out in the Circular
----------------------------- ----------------------------------------------------
"New Ordinary Shares" the Consideration Shares, the Placing Shares
and the Employee Shares
----------------------------- ----------------------------------------------------
"Non-executive Directors" the non-executive directors of the Company
and "Non-executive Director" shall mean any
one of them
----------------------------- ----------------------------------------------------
"Official List" the Official List of the FCA
----------------------------- ----------------------------------------------------
"Ordinary Shares" ordinary shares of two pence each in the
capital of the Company prior to the Share
Consolidation, and ordinary shares of 20
pence each in the capital of the Company
following the Share Consolidation
----------------------------- ----------------------------------------------------
"Oriel Securities" Oriel Securities Limited
----------------------------- ----------------------------------------------------
"Placing" the proposed offer of the Placing Shares
at the Placing Price pursuant to the Placing
Agreement
----------------------------- ----------------------------------------------------
"Placing Price" 225 pence, being the price at which each
Placing Share is to be issued under the Placing
----------------------------- ----------------------------------------------------
"Placing Shares" 75,555,556 new Consolidated Ordinary Shares
to be issued under the Placing
----------------------------- ----------------------------------------------------
"Placing Agreement" the conditional Placing agreement dated 28
April 2014 between J.P. Morgan Cazenove,
Oriel Securities, the Company, the Principal
Shareholders, Urban&Civic Limited and the
Enlarged Board
----------------------------- ----------------------------------------------------
"Placing Memorandum" the placing memorandum to be executed by
the Company, Urban&Civic Limited and the
Joint Bookrunners following completion of
the bookbuilding process in their respective
sole discretions pursuant to which each of
the Joint Bookrunners agrees, severally,
to procure subscribers for, or failing which
to subscribe for its relevant proportion
of the Placing Shares as set out therein,
in each case at the Placing Price
----------------------------- ----------------------------------------------------
"Principal Shareholders" GI Partners, Robert Adair and certain entities
connected with him
including his family trusts
----------------------------- ----------------------------------------------------
"Proposals" the Acquisition, the Placing and Admission
----------------------------- ----------------------------------------------------
"Proposed Directors" the proposed directors of the Company, who
will be appointed to the Board following
Completion
----------------------------- ----------------------------------------------------
"QIB" qualified institutional buyer, as defined
in Rule 144A
----------------------------- ----------------------------------------------------
"Regulation S" Regulation S under the US Securities Act
----------------------------- ----------------------------------------------------
"REIT" real estate investment trust
----------------------------- ----------------------------------------------------
"Resolution" the resolution set out in the notice of General
Meeting, to approve, inter alia, the Acquisition,
the authorities to enable the Directors to
allot the New Ordinary Shares, the proposed
change of the Company's name and the Share
Consolidation
----------------------------- ----------------------------------------------------
"RRSLP" Rugby Radio Station Limited Partnership,
the joint venture vehicle, owned 50:50 by
BT and Aviva
----------------------------- ----------------------------------------------------
"Rugby" the land comprising the Sustainable Urban
Expansion site at the Rugby Radio Station
site in Rugby, Warwickshire
----------------------------- ----------------------------------------------------
"Rugby Acquisition" the acquisition by Urban&Civic (through its
50 per cent. interest in SUE LP) of its interest
in Rugby
----------------------------- ----------------------------------------------------
"Rugby Acquisition the conditional purchase agreement dated
Agreement" 16 April 2014 between SUE LP and RRSLP in
relation to the Rugby Acquisition
----------------------------- ----------------------------------------------------
"Rule 144A" Rule 144A of the US Securities Act
----------------------------- ----------------------------------------------------
"Securities Act" the US Securities Act 1933 as amended
or "US Securities
Act"
----------------------------- ----------------------------------------------------
"Sellers" or "Urban&Civic the shareholders of Urban&Civic from time
Shareholders" to time
----------------------------- ----------------------------------------------------
"Share Consolidation" the share capital consolidation to be proposed
pursuant to the Resolution set out in the
notice of General Meeting whereby, if such
Resolution is approved by the Shareholders,
every 10 Existing Ordinary Shares held by
any Shareholder will be consolidated into
one ordinary share of 20 pence each in the
capital of the Company
----------------------------- ----------------------------------------------------
"Shareholders" or holders of Ordinary Shares
"Terrace Hill Shareholders"
----------------------------- ----------------------------------------------------
"SUE site" the Sustainable Urban Expansion site at the
Rugby Radio Station site in Rugby, Warwickshire
----------------------------- ----------------------------------------------------
"SUE LP" SUE Developments Limited Partnership, the
joint venture vehicle, of which 50 per cent.
is owned by Urban&Civic, which will acquire
Rugby pursuant to the Rugby Acquisition Agreement
----------------------------- ----------------------------------------------------
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
----------------------------- ----------------------------------------------------
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States and the District of Columbia
----------------------------- ----------------------------------------------------
"Urban&Civic" Urban&Civic Holdings S.Ã . r.l. (incorporated
and registered in
Luxembourg with registered number B148.992)
----------------------------- ----------------------------------------------------
"Urban&Civic Group" Urban&Civic and its subsidiary undertakings
at the date of this
announcement
----------------------------- ----------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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