TOWN CENTRE SECURITIES PLC — Proxy Solicitation & Information Statement 2012

Jul 9, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the Resolution to be voted on at the General Meeting of the Company to be held at Town Centre House, The Merrion Centre, Leeds LS2 8LY on 9 August 2012. If you are in any doubt about the contents of this document and/or the action you should take, it is recommended that you seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional advisor duly authorised under the FSMA if you are in the United Kingdom, or, if not, another appropriately authorised independent financial advisor. The whole of the text of this document should be read.

If you have recently sold or transferred all of your Ordinary Shares in Town Centre Securities PLC, please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

This document has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Town Centre Securities PLC (Incorporated in England and Wales with registered number 00623364)

Proposed acquisition of the entire issued share capital of Apperley Bridge Limited and Notice of General Meeting

Your attention is drawn to the letter from the Senior Independent Non-executive Director of Town Centre Securities PLC which is set out in this document and which contains the recommendation of the Directors to vote in favour of the Resolution to be proposed at the General Meeting to be held at Town Centre House, The Merrion Centre, Leeds LS2 8LY on 9 August 2012 at 10.00am.

A notice of the General Meeting is set out at the end of this document. Shareholders will find enclosed a Form of Proxy for use at the General Meeting. To be valid for use at the General Meeting, a Form of Proxy must be completed and returned by Shareholders by post or by hand (during normal business hours) to the Company's registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10.00am on 7 August 2012. Proxy voting in respect of uncertificated shares may be registered electronically through CREST.

Shareholders who return a Form of Proxy or give an electronic proxy instruction will still be able to attend and vote in person at the General Meeting if they so wish.

Please refer to the detailed notes contained in the Notice of General Meeting and Form of Proxy.

DEFINITIONS

otherwise, have the following meanings:	In this document and in the accompanying Form of Proxy, the following words and expressions shall, except where the context requires
"Accounts"	means audited non-statutory accounts of Apperley Bridge for the eight month period ended 31 March 2012
"Act"	the Companies Act 2006
"Apperley Bridge"	Apperley Bridge Limited, a company incorporated in England and Wales with company number 06879596
"Articles"	the articles of association of the Company from time to time
"Barratts"	Barratts Trading Limited, a company incorporated in England and Wales with company number 07895160
"Barratts Loan"	a loan of £1,030,000 due from the Company to Barratts Trading Limited
"Board" or "Directors"	the Board of Directors of the Company at the date of this document, whose names are set out on page 3 of this document
"Company" or "TCS"	Town Centre Securities PLC
"CREST"	the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which CRESTCo is the operator (as defined in the CREST Regulations)
"CREST Manual"	the rules governing the operation of CREST consisting of the CREST Reference Manual, the CREST International Manual, the CREST Central Counterpart Service Manual, the CREST Rules, the CCSS Operations Manual, the Daily Timetable, the CREST Application Procedures and the CREST Glossary of Terms (as updated in November 2011)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Form of Proxy"	the Form of Proxy for use by Shareholders in connection with the General Meeting
"FSA"	the Financial Services Authority
"FSMA"	Financial Services and Markets Act 2000 (as amended)
"General Meeting" or "GM"	the General Meeting of the Company to be held at 10.00am on 9 August 2012, notice of which is set out at the end of this document
"Group"	the Company and its subsidiary undertakings from time to time
"Independent Directors"	the Directors excluding Mr E M Ziff and Mr M A Ziff
"Lease"	a lease of the Property dated 9 July 2012 between (1) Apperley Bridge and (2) Barratts
"Listing Rules"	the rules and regulations made by the UK Listing Authority pursuant to Part IV of FSMA, as amended from time to time
"London Stock Exchange"	London Stock Exchange plc
"Mr E M Ziff"	Edward Max Ziff
"Mr M A Ziff"	Michael Anthony Ziff
"Notice of GM" or "Notice of General Meeting"	the notice convening the General Meeting set out on pages 6 to 8 of this document
"Official List"	the official list maintained by the UK Listing Authority pursuant to Part IV of FSMA, as amended from time to time
"Ordinary Shares"	ordinary shares of 25p each in the capital of the Company
"Property"	the freehold property situated at and known as BPL House, 880 Harrogate Road, Apperley Bridge, Bradford, West Yorkshire BD10 0NW and registered under title number WYK121854
"Resolution"	the substantial property resolution to be proposed at the GM, as set out in the Notice of GM at the end of this document
"Sale and Purchase Agreement"	the sale and purchase agreement dated 9 July 2012 entered into between (1) Edward Max Ziff and Michael Anthony Ziff and, (2) TCS, relating to the sale and purchase of the entire issued share capital of Apperley Bridge
"Shareholders"	holders of ordinary shares as at the date of this document
"Transaction"	the proposed acquisition by the Company of the entire issued share capital of Apperley Bridge Limited
"UK Listing Authority"	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA
"Vendors"	Mr E M Ziff and Mr M A Ziff

Letter from the Senior Independent Non-executive Director

Edward Ziff (Chairman and Chief Executive) Town Centre House Richard Lewis (Property Director) The Merrion Centre Chris Kelly (Finance Director) Leeds John Nettleton (Senior Independent Non-executive Director) LS2 8LY Michael Ziff (Non-executive Director) Howard Stanton (Non-executive Director) 9 July 2012

Dear Shareholder,

Proposed acquisition of the entire issued share capital of Apperley Bridge Limited and Notice of General Meeting

I am writing to you with regard to the proposed acquisition of the entire issued share capital of Apperley Bridge. I would like to take this opportunity to explain to you in more detail why this is aligned with the Board's strategic priorities and to seek your approval of the Transaction (as explained further in paragraph 2 below).

1. Background to the Transaction

TCS wishes to acquire the entire issued share capital of Apperley Bridge, a company which owns a 6.8 acre site and buildings in Bradford as its only property asset. The site comprises office buildings together with ancillary storage and a bungalow.

The Transaction constitutes a substantial property transaction under the Act as the entire issued share capital in Apperley Bridge is currently held by Mr E M Ziff and Mr M A Ziff, who are both also Directors of, and shareholders in, TCS.

2. Why you have been sent this document

In view of the fact that Mr E M Ziff and Mr M A Ziff are both Directors and shareholders of the Company and of Apperley Bridge, the Transaction is categorised as a substantial property transaction under the terms of Section 190 of the Act (see further paragraph 8 below). As such, the Transaction requires the prior approval (by way of passing an ordinary resolution) of the Shareholders.

The purpose of this document is to:

• explain the background to and reasons for the Transaction;
• provide you with information about Apperley Bridge;
• explain why the Independent Directors unanimously consider the Transaction to be in the best interests of the Shareholders as a whole; and
• recommend that you vote in favour of the Resolution.

Paragraph 9 below contains information on how you can vote, either in person or by proxy, at the General Meeting.

3. The Transaction

The Company has entered into a conditional contract to purchase the entire share capital of Apperley Bridge on the following terms:

• on completion of the Transaction the Company will:
• pay £1,316,000 in cash to the Vendors; and
• loan £1,000,000 to Apperley Bridge and procure that Apperley Bridge will pay £1,000,000 in agreed full and final settlement of the Barratts Loan.

The consideration payable by the Company for the shares in Apperley Bridge is the sum of £1,316,000 adjusted as follows:

• if the net assets exceed £1,446,000, by adding a sum equal to the net assets in excess of £1,446,000 subject to a maximum addition of £25,000; or
• if the net assets are less than £1,446,000, by deducting the amount by which the net assets are less than £1,446,000.

Barratts has agreed that as part of the Transaction, it would accept £1,000,000 in full and final settlement of the outstanding amount of £1,030,000 under the Barratts Loan.

Barratts and Apperley Bridge have entered into a lease of the Property dated 9 July 2012. The Lease is for a period of five years from and including 1 April 2012, under which Barratts will pay an annual rent of £135,000 plus VAT until 31 March 2013. Thereafter, the annual rent will be £235,000 plus VAT on full repairing and insuring terms. Under the terms of the Lease, Apperley Bridge has the right to terminate the Lease at any time on or after 1 August 2013 by giving two years' prior written notice.

The Transaction is conditional upon the passing of the Resolution.

Directors: Registered Office:

Letter from the Senior Independent Non-executive Director continued

3. The Transaction continued

The Independent Directors have had the Property independently valued by Sanderson Weatherall LLP as at 20 February 2012. This valuation shows the Property market value to be £2,350,000 based on the indicative terms of the Lease. It is the Independent Directors' view that there have been no material changes to the value of the Property since the date of the valuation.

Sanderson Weatherall LLP has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.

Stamp duty on the Transaction is at a rate of 0.5% of the maximum consideration payable to purchase the shares in Apperley Bridge (£6,705).

4. Background to Apperley Bridge

As part of the Transaction, the Accounts were prepared. The Accounts show that:

• Apperley Bridge had shareholder funds of £1,030,000;
• the Property is carried at £2,000,000; and
• the company also had debtors of £62,000, cash of £98,000 and short-term and long-term creditors of £1,130,000.

5. Risks associated with the Transaction

Default of existing tenant

Barratts is exposed to the general economic environment. Should Barratts default under the Lease, TCS's rental income would be diminished. The Property would be vacated and it would take time to re-let to one occupier or a number of occupiers.

Any weakening of rental yields and valuations could have an adverse impact on TCS's future profits

While the Independent Directors believe that the valuation of the Property is fairly stated and indeed represents a robust investment in the current market due to the Lease, any weakening of rental yields and valuations as a consequence of changes in the prevailing economic conditions could have an adverse impact on the valuation of the Property. Both rental income of and the market value for properties are generally affected by overall conditions in the local economy, employment trends, inflation and changes in interest rates, which may in turn impact upon the demand for properties.

Property is inherently difficult to value

Property and property related assets are inherently difficult to value due to the individual nature of each property. As a result, valuations can be uncertain with valuers having differing opinions and there can be no guarantee that the current valuation as prepared by Sanderson Weatherall LLP will reflect the actual sale price that could be realised by TCS in the future.

The Company may be unable to re-let the Property following the expiry of the tenancy

There can be no assurance that Barratts will renew its lease at the end of its current tenancy or, if they do not, that new tenants will be found to take up a replacement lease or leases within a reasonable time period.

The ability of the Company to attract new tenants will depend on demand for space at the Property and on the regional economy at that time.

Even if tenant renewals or replacements are effected, there can be no assurance that such renewals or replacements will be on similar terms.

Any property in the United Kingdom may at any time be compulsorily purchased by Government departments or local authorities

Any property or part of any property in the United Kingdom may, at any time, be compulsorily acquired by a Government department or local authority in connection with proposed redevelopment or infrastructure projects. While there are no known proposed compulsory purchase orders in respect of the Property, if a compulsory purchase order were made in respect of the Property, compensation would be payable by reference to a statutory compensation code, but the compensation could be less than the Company's assessment of the Property's current market value.

The Group may become exposed to environmental liabilities

Although the Company has been provided with an environmental screening report there is no guarantee that the Property is free from contamination of hazardous waste, asbestos or other toxic substances.

Redevelopment and/or expansion potential may be adversely affected by a number of factors

The potential for the redevelopment and/or expansion of the Property may be adversely affected by a number of factors, including constraints on location, planning legislation and the need to obtain other licences, consents and approvals and the existence of restrictive covenants affecting the title to the Property.

6. Benefits of the Transaction

The Independent Directors consider the Transaction to be in the best interests of the Company and the Shareholders as a whole and will benefit the Company and the Shareholders for the reasons outlined below.

The Independent Directors consider that the terms of the Transaction (which are further detailed in paragraph 3 above), provide TCS with the opportunity to acquire Apperley Bridge at a discount to its net assets at completion of £130,000.

Further, the Independent Directors anticipate that they will apply for planning permission for alternative residential use subsequent to completion which if granted, may give rise to a significant future gain.

The Independent Directors consider that the Property will diversify the Company's existing property portfolio and provide rental income.

7. Related parties

Mr E M Ziff has been Chairman and Chief Executive of the Company since 2004 and was appointed to the Company Board in 1985. Mr M A Ziff is a Non-executive Director of the Company. They are both part of the Ziff family concert party which in total owns 54.06% of the share capital of the Company.

Mr E M Ziff and Mr M A Ziff, independent of their other interests, own, equally and beneficially, Apperley Bridge.

The Property was previously leased to Barratts Priceless Limited as their corporate headquarters and warehouse and since administration of that company has been occupied by Barratts, which purchased certain assets originally owned by Barratts Priceless Limited from the administrator. Mr E M Ziff and Mr M A Ziff together with their respective families are significant shareholders in the group which owns Barratts with Mr M A Ziff also acting as Chairman and Chief Executive and Mr E M Ziff as a non-executive director of Barratts.

8. Proposal to be voted on at the General Meeting

Sections 190-196 of the Act form part of the restated "fair dealing" regime of the Act. This is designed to protect a company's members and creditors by restricting conflicts and requiring prior approval to certain transactions between a company and its directors and their connected persons. The substantial property transaction provisions within this regime prohibit the Company from entering into an arrangement with its Directors, under which the Company makes an acquisition or disposal (directly or indirectly) of a substantial non-cash asset or assets (which will include the shares in Apperley Bridge) unless either the arrangement falls within one of the exceptions or either the arrangement has been approved by Shareholders or is conditional upon such approval being obtained.

For the purposes of effecting the Transaction, the Resolution will need to be approved by Shareholders at the General Meeting. On pages 6 to 8 of this document, you will find the Notice of General Meeting, to be held at 10.00am on 9 August 2012. The full text of the Resolution is set out in that notice, but set out below is a summary of the resolution which will be proposed at the General Meeting.

Ordinary resolution

• To obtain authority for the Company to purchase the entire issued share capital of Apperley Bridge Limited from Mr E M Ziff and Mr M A Ziff who are directors of and shareholders in both the Company and Apperley Bridge.

9. Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, it is important that you complete, sign and return the Form of Proxy in accordance with the instructions printed thereon and return it so as to arrive at the Company's registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to arrive no later than 48 hours prior to the holding of the General Meeting. Proxy voting in respect of uncertificated shares may be registered electronically through CREST. The appointment of a proxy will not preclude Shareholders from attending and voting in person at the General Meeting if they so wish.

10. Recommendation

The Independent Directors have considered the terms of the Transaction and consider the terms of the Transaction to be fair and reasonable insofar as Shareholders are concerned and in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour of the resolution, as they intend to do in respect of their own shareholdings held at the time of the General Meeting amounting, in aggregate, to 370,549 Ordinary Shares at the date of the publication of this document, representing 0.70% of the issued share capital of the Company. In addition, Mr E M Ziff and Mr M A Ziff also support the resolution and have informed the Independent Directors that they and their connected parties intend to vote in favour of the resolution in respect of their own beneficial and non‑beneficial shareholdings held at the time of the General Meeting amounting, in aggregate, to 28,738,312 Ordinary Shares at the date of the publication of this document, representing 54.06% of the issued share capital of the Company.

Yours faithfully

John Nettleton Senior Independent Director

Notice of General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Town Centre Securities PLC ("Company") will be held at Town Centre House, The Merrion Centre, Leeds LS2 8LY on 9 August 2012 at 10.00am. for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

Ordinary resolution

1. That the purchase by the Company of the entire issued share capital of Apperley Bridge Limited from Mr E M Ziff and Mr M A Ziff, both Directors of the Company, for the initial sum of £1,316,000 (subject to an upwards or downwards adjustment to reflect a discount of £130,000 to net assets on completion) and otherwise on the terms of the conditional contract dated 9 July 2012, a copy of which is produced to the meeting and initialled by the Chairman of the meeting for identification purposes, be approved with such variations and modifications to the terms and conditions of the purchase (which are not of a material nature) as the Directors in their discretion think fit and that the Directors be authorised to complete such purchase contract and execute all necessary documents in relation to it.

By order of the Board

Chris Kelly

Company Secretary 9 July 2012

Registered Office:

Town Centre House The Merrion Centre Leeds LS2 8LY

Notes:

Entitlement to attend and vote

1. The right to vote at the meeting is determined by reference to the register of members. Only those shareholders registered in the register of members of the Company as at 6.00pm on 7 August 2012 (or, if the meeting is adjourned, 6.00pm on the date which is 48 hours before the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.

Attending in person

1. If you wish to attend the meeting in person, members may be required to produce their attendance card which is attached to the Form of Proxy enclosed with this document, or otherwise prove their identity.

Proxies

1. A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the meeting. A proxy need not be a shareholder of the Company.

A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointments is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid.

A proxy may only be appointed in accordance with the procedures set out in notes 4 and 5 below and the notes to the proxy form.

The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting.

1. A Form of Proxy is enclosed. When appointing more than one proxy, complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open 8.30am-5.30pm Monday-Friday) or the proxy form may be photocopied. State clearly on each proxy form the number of shares in relation to which the proxy is appointed.

To be valid, a proxy form must be received by post or (during normal business hours only) by hand at the offices of the Company's registrar, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 10.00am on 7 August 2012 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).

1. CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

Notes continued:

Proxies continued

1. continued

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Capita Registrars (ID RA10) no later than 10.00am on 7 August 2012 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Capita Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Corporate representatives

1. A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares.

Total voting rights

1. As at 9 July 2012 (being the last practicable date before the publication of this notice), the Company's issued share capital consists of 53,161,950 ordinary shares of 25p each, carrying one vote each. The Company does not hold any ordinary shares in treasury. Therefore, the total voting rights in the Company as at 9 July 2012 are 53,161,950.

Nominated Persons

• 1. Where a copy of this notice is being received by a person who has been nominated to enjoy information rights under Section 146 of the Companies Act 2006 ("Act") ("Nominated Person"):
• 8.1 the Nominated Person may have a right under an agreement between him/her and the shareholder by whom he/she was nominated, to be appointed, or to have someone else appointed, as a proxy for the meeting; or
• 8.2 if the Nominated Person has no such right or does not wish to exercise such right, he/she may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in notes 3 to 5 does not apply to a Nominated Person. The rights described in such notes can only be exercised by shareholders of the Company.

Questions at the meeting

• 1. Shareholders have the right to ask questions at the meeting relating to the business being dealt with at the meeting in accordance with Section 319A of the Act. The Company must answer any such question unless:
• 9.1 to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;
• 9.2 the answer has already been given on a website in the form of an answer to a question; or
• 9.3 it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Documents available for inspection

• 1. The following documents will be available for inspection during normal business hours at the registered office of the Company and at DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE from the date of this notice until the time of the meeting. They will also be available for inspection at the place of the meeting from at least 15 minutes before the meeting until it ends.
• 10.1 the Lease; and
• 10.2 the Sale and Purchase Agreement.

Website providing information about the meeting

1. The information required by Section 311A of the Act to be published in advance of the meeting, which includes the matters set out in this notice and information relating to the voting rights of shareholders, is available at www.tcs-plc.co.uk.

Expected timetable of principal events

Latest time and date for receipt of Forms of Proxy 10.00am 7 August 2012 General Meeting 10.00am 9 August 2012 Effective date of Transaction 9 August 2012

Town Centre Securities PLC

Town Centre House The Merrion Centre Leeds LS2 8LY

Telephone: 0113 222 1234 Facsimile: 0113 242 1026 Email: info@tcs-plc.co.uk

www.tcs-plc.co.uk