Annual Report and Accounts 2024
Town Centre Securities PLC Annual Report and Accounts 2024
Creating
quality
spaces
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m
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m
m
p
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EPRA earnings after tax
1
£5.5m
EPRA net tangible assets
pershare
2
277p
Total shareholder return
2
14.7%
Total property return
2
1.7%
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p
p
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Statutory proit/(loss) after tax
(£8.0m)
Statutory earnings per share
(17.9p)
EPRA earnings per share
1
12.3 p
Total dividends per share
8.5p
IFRS net assets per share
1
284p
tcs-plc.co.uk
Who we are
Town Centre Securities PLC
(‘TCS’) is a property investment
and development company with
assets of over £290m.
Our purpose
Through the acquisition and active
management of property in popular
locations we create quality spaces for
our tenants, help communities to thrive
and generate value for Shareholders
over the longterm.
01 STRATEGIC REPORT
Highlights 1
Chairman & Chief Executive’s Statement 2
Our Purpose in Action 6
Market Overview 12
Our Business Model 14
Our Strategy 16
Key Performance Indicators 18
Portfolio Review 20
Divisional Review 24
Section 172 Statement 30
Responsible Business 34
Risk Report 50
Financial Review 58
02 CORPORATE GOVERNANCE
Introduction from the Chairman 62
Board of Directors 64
Statement of Compliance with
the UK Corporate Governance Code 70
Nomination Committee Report 72
Audit Committee Report 74
Directors’ Remuneration Report 78
Directors’ Report 85
Statement of Directors’ Responsibilities 87
03 FINANCIAL STATEMENTS
Independent Auditor’s Report 89
Consolidated Income Statement 98
Consolidated Statement of
Comprehensive Income 98
Consolidated Balance Sheet 99
Consolidated Statement of Changes in Equity 100
Consolidated Cash Flow Statement 101
Notes to the Consolidated
Financial Statements 102
Company Balance Sheet 132
Statement of Changes in Equity 133
Notes to the Company Financial Statements 134
04 SHAREHOLDER INFORMATION
Notice of Annual General Meeting 143
Investor Information 150
Glossary 151
Highlights
1 Alternative performance measures are detailed, deined and reconciled within
notes 11 and 22 and deined within the glossary of these inancial statements.
2 Alternative performance measures – See inancial review and glossary for
deinition of these terms at the end of these inancial statements.
Financial
Resilient
underlying performance
01
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We have benefitted from the last three years’ disposal
and asset management programmes and reduction in
borrowings, which positioned us well to contend with
the ongoing macro-economic challenges.
However, with continued low levels of variable interest
rate bank debt, I am confident that we are in a strong
position in these uncertain times.”
Edward Ziff OBE DL
Chairman & Chief Executive
development
Sustainable
Chairman & Chief Executive’s Statement
Following a year of further consolidation,
the business remains in a strong position.
We have addressed challenges as they have
arisen, and I’d like to express my gratitude
to my colleagues for their continued
contributions to our success.
There were no signiicant changes to our
property portfolio during the year, with the
only acquisition being a car park investment
in Sheffield that is operated by NCP. Our
CitiPark business continues to perform well,
notwithstanding the ongoing curtailment of
the commuting week since the pandemic.
The addition of two car park management
agreements in London and one in Manchester
brings the number of car parks operated
under the CitiPark brand to 20 – read more
on page 25. The hotel business continues to
trade very well having just had a record year.
Having signiicantly reduced our borrowings
and strengthened our balance sheet
through our divestment and asset
management activity in the past three
years, we were able to complete a buy-back
of shares via a tender offer representing
approximately 13% of the issued share
capital of the Company. As anticipated,
the tender offer resulted in the Company
leaving the REIT regime witheffect from
30June 2023.
Now we have successfully reset the
business, our focus is to bring forward our
development pipeline of over £400m GDV
and also seek out new opportunities for
value creation.
In December we submitted a planning
application for a signiicant student
accommodation scheme at the Merrion
Centre. For the irst time in the centre’s
60-year history, TCS is looking to introduce
residential accommodation, adding to the
existing retail, leisure and office space. To
address burgeoning demand for student
accommodation, TCS’s planning application
is designed to deliver 1,110 student bedrooms.
Following the grant of detailed planning
consent at Whitehall Riverside in May
2023, we continue to make progress with
professional teams and prospective tenants
lined up for all phases of the development.
Ground enabling works have started and our
readiness to commence construction will be
dictated by the letting and investment market.
Overview
Financial performance
1 Alternative performance measures are detailed and reconciled within note 11 and the inancial review and deined within the glossary in these inancial statements.
◆
Our statutory loss in the year of £8.0m
(2023: £29.5m loss) was predominantly
incurred as a result of valuation losses in
our investment property portfolio, with
a like-for-like portfolio valuation down
4.7% from June 2023. This compares to
a decrease of 4.5% in the MSCI/IPD All
Property Capital Index over the same
period, inluenced by market sentiment
concerning the macro-economic outlook
adversely impacting valuation yields –
particularly in the office sector.
◆
Taking into account other
comprehensive income of £0.6m, the
cost of buying in shares for cancellation
was £9.4m and £4.6m in dividends paid;
net asset value per share was 284p,
compared with 291p at 30 June 2023.
◆
Net borrowings, excluding lease liabilities,
stood at £108.6m at 30 June 2024
(£101.9m at 30 June 2023), with only 12.5%
of this exposed to variable interest rates.
◆
EPRA earnings per share are 12.3p for the
year (2023: 6.2p) with the recognition
and subsequent movement on deferred
tax assets and liabilities accounting for
3.8p of the increase.
◆
99% of all rent and service charge income
invoiced in the year was collected.
◆
During the year the Company received
two further amounts relating to the sale
of its investment in YourParkingSpace,
with a further inal receipt in July 2024.
Since the July 2022 sale the Company
has received total consideration of over
£18m with a further £3m received after
the year-end, crystallising a proit of
£18.5m in the two-year period.
Asset sales
£0.2m
2023 | £37.9m
2022 | £48.0m
READ MORE PAGE 23
Proportion of retail and leisure
30%
2023 31%
2022 29%
READ MORE PAGE 22
Net asset value
per share
284p
2023 | 291p
2022 | 341p
READ MORE PAGE 60
CitiPark London, Barbican.
03
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Edward Ziff welcomes Jacob Ziff to the business.
Chairman & Chief Executive’s Statement continued
Market context
We have not seen meaningful rental
growthin the commercial sectors in which
we operate for a number of years, and don’t
anticipate this to change for the foreseeable
future. The constraints this places on
income from our property portfolio provide
further validation of our strategy to have a
comprehensive car parking business.
In the office sector, the post-pandemic
practice of working from home seems to be
reversing, with workers slowly gravitating
back to the office, which is encouraging.
Across the country, prime space for retail and
leisure is generally well occupied, although
non-prime sites continue to struggle. Despite
cost-of-living pressures, consumer demand in
the food and beverage sector – a key part of
our leisure portfolio – has remained buoyant.
The retail sector has bottomed out and is
where we see opportunity.
TCS does not have any signiicant on-site
development work underway at present,
a consequence of the high inlationary
environment of the preceding 18–24 months.
Strategy
Over the last four years the Company has
successfully repositioned itself. Following
a successful disposal programme, net
borrowings have been reduced from £184m
in June 2020 to £111.1m, with only 12.5% of this
current balance at a variable interest rate.
CitiPark Leeds Pride 2024.
As we were going to print we received sad news regarding two former
directors of the Company.
David Whitehead, a former executive director and John Nettleton, a former
non-executive director have both sadly passed away in the last few days.
Full obituaries for both individuals will be incorporated into next years
annual report. In the meantime, our thoughts and prayers are with both
families at this time. Both gentlemen added considerably to the company
with their own skills. I am personally much indebted to them and I am
extremely grateful for all they did, their friendship and wise counsel.
I and all who knew them will miss them enormously.”
Progressing the
development sites and
invest in additional
accretive property
and technological
opportunities.
Portfolio decrease
4.7%
2023 12.6% DECREASE
In this time period the percentage of the
portfolio represented by retail and leisure
properties has reduced from 40% to30%.
As a Board we continue to review the
Company’s strategy and have adapted this
to be more focused on managing the current
investment property portfolio, progressing
the development sites and investing in further
accretive property, technological and other
businessopportunities.
People and culture
I’m delighted that Jacob Ziff joined TCS in
April as Associate Director of Investment.
Previously at investment brokerage Clifton
Agency, Jacob brings valuable experience
and contacts, particularly within the
M25. He will focus on creating a strategy
for property investment and will also
support in managing the existing TCS
propertyportfolio.
Jeremy Collins retired as a Non-Executive
Director at the end of the inancial year.
Onbehalf of the Board, I would like to thank
Jeremy for his contributions since joining
the TCS Board in 2018, and wish him well
forthe future.
Sustainability and communities
TCS has always had a strong commitment
to philanthropy, and we are proud to
contribute to charitable and community-
based programmes. Through the staff
charitable foundation we established with a
portion of the proceeds from the sale of YPS,
colleagues are invited to suggest causes they
want to support and TCS will offer matched
funding to selected initiatives.
Environmental sustainability is a key focus
for TCS, in both our property portfolio
and our CitiPark business, and we were
delighted to be recognised with the
esteemed ‘Green World Ambassador Status’
in the Green Apple Awards. 39% of our
investment property portfolio has an EPC
rating of B or higher, and environmental
considerations are central in the design of
our developments at Whitehall Riverside.
Dividend
Although the Company left the REIT
regime with effect from 1 July 2023, it is
still required to distribute 90% of the tax-
exempt proits arising from its property
rental business during the year to 30
June 2023, with this payment to be made
before 1 July 2024. The interim dividend of
2.5 pence per ordinary share announced
with the half-year results was paid out as a
Property Income Distribution (‘PID’) rather
than an Ordinary Dividend, on 14 June 2024,
to shareholders on the register on 24 May
2024. To satisfy the requirement to pay out
90% of proits, a further special interim
dividend of 6 pence per ordinary share was
paid out on the same date. This is in place
of a inal dividend for the year ended 30
June 2024. This brings the total dividend
paid for the year ended 30 June 2024 to
8.5p, a 70% increase on the 5p dividend
paid for the year ended 30 June 2023. For
the year ending 30 June 2025 and onwards
the Company plans to return to paying
regular dividends every six months, with the
next payment expected to be the interim
dividend to be announced in March 2025.
The Board will continue to review capital
allocations to optimise long-term returns for
shareholders, including exploring options
beyond paying regular Ordinary Dividends
for returning cash to shareholders
whereappropriate.
Outlook
As we look to the future, we will continue our
work to optimise returns from our property
portfolio and car parking operations, and will
evaluate investments that meet our criteria.
Our strong inancial footing, deep expertise
and lexible approach mean we are
well placed to capitalise on suitable
opportunities as they emerge.
Edward Ziff OBE DL
Chairman & Chief Executive
15 October 2024
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Town Centre Securities PLC
Annual Report and Accounts 2024
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Creating
quality spaces
Our purpose
Through the acquisition and active
management of property in popular
locations, we create quality spaces for
our tenants, help communities to thrive
and generate value for Shareholders
overthe longterm.
Our Purpose in Action
Designed for modern needs, but with
flexibility front of mind so they can
adapt to the changing demands of the
office and residential sectors, electric
vehicles, and the visitor economy.
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Generating value
for stakeholders
over the long term
Actions
◆
Proud to be involved with a number of community-based programmes including Leeds
Hospitals Charity, the Yorkshire Children’s Charity, Flourishing Families and First Give.
◆
Implementing a regular calendar of activity throughout the yearatthe Merrion Centre to
attract footfall and enhance customer experience.
◆
We are setting up a staff charitable foundation with a view to colleagues suggesting the
causes they want to support.
We believe how we do business is just as important as what we do. Our sustainability strategy
sets out our ESG goals, aligned to our purpose and business model.
Good health and wellbeing
Our charitable work with children (eg. our work with the First Give and Flourishing Families).
Affordable and clean energy
Producing our own solar energy through the development of three solar farms in Leeds
and Manchester.
Sustainable cities and communities and Responsible
consumption and production
Electric vehicle charging network, and the newly-formed CitiCharge business.
Also our ive-year Merrion Centre sustainability plan.
Reduced inequalities and Partnerships for the goals
Local charitable partnerships including Tempus Nova.
for Investors
Reliable and long-term capital growth.
for Tenants
Creating spaces that help support businesses and
provide safe environments for residential tenants.
for Employees
Committed to providing a safe and secure
workingenvironment.
for Communities
Striving to make a positive contribution that helps
communities thrive and by supporting local initiatives
and charities.
Our Purpose in Action continued
Delivering
Helping communities thrive
SEE ESG
PAGE 3449
SEE OUR STAKEHOLDERS
PAGE 3033
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The Merrion Centre
celebrated its 60th
anniversary on
26May2024.
The Centre is a 1,000,000 sq ft mixed-use
island site in a prime location in Leeds
city centre comprising commercial, retail,
leisure, offices, a 960-space multi-storey
carpark and the ibis Styles hotel.
When irst opened the Centre broke new
ground, combining daytime shopping with
evening entertainment, fundamentally
changing retail in Leeds.
The Centre is strategically placed in the
Arena Quarter amongst established offices,
prestigious universities, colleges, nightlife
venues and adjoining retail and leisure
areas and is continually evolving.
Recent years have seen over £200m
invested in and adjacent to the Merrion
Centre, with the centre continually
evolving. The strength and numerous
beneits of this location are illustrated
in the high footfall igures, with over
200,000internal visitors per week.
Investment in The Merrion Centre continues.
External frontages, elevations, office
buildings and internal malls have all been
subject to varying levels of refurbishment.
An extensive phased redevelopment
programme is well underway at the
Centre, with the currentfocus on both the
refurbishment of TownCentre House and
the proposal for1,100 student beds within
theCentre.
Our Purpose in Action continued
Merrion
Centre
60th anniversary
The Merrion Centre has continually adapted to serve a diverse
clientele over the years, from our long-standing customers
tothe growing office workforce, students, and commuters.
Aswe look to the future, I am conident the Merrion Centre
will continue to be a central destination in Leeds for many
years to come.”
Edward Ziff OBE DL
Chairman & Chief Executive
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Market Overview
Over the last 12 months the economy has remained subdued with very little in the
way of investment property transactions outside of the private rent and purpose-built
student accommodation sectors. Here we identify the key trends impacting our business,
the opportunities and challenges they present and how we are responding.
Our market
Ducie House, Manchester.
Market trend Market trend Market trend Market trend
UK economic growth – cost of living, inlation,
political unrest and interest rates
Flexible working and office space Changing consumer shopping habits Environmentally friendly and sustainable solutions
Description: With a change in government, the political focus
remains on the cost-of-living crisis, controlling inlation and
generating economic growth for the country. Over the last few
years the Bank of England steadily increased the underlying base
rate to 5.25%, which was stable during the year ended 30 June
2024. This has only recently started to come down, with an initial
25bps reduction in August 2024.
Any change in government will bring a level of uncertainty, and
the new Labour government is no exception to this – existing
and potential retail and leisure tenants are still evaluating their
own portfolios and potential expansion plans, whereas the office
market remains very quiet.
Description: Working practices have remained consistent over
the last year, with very few employers mandating full-time office
working. From talking to our tenants and other stakeholders we
see hybrid and lexible approaches when it comes to working
practices, which is affecting demand for office space as well as
occupancy levels in some of our city centre car parks.
The environmental credentials of a building have always been
important to tenants, however for new prime offices these are as
important – if not more so – than the underlying rental value. Over
the coming years we expect this to affect both the estimated rental
values achievable and the underlying investment yields for every
property, whether new-build or an existing investment. The new
minimum energy efficiency standard of EPC B, which becomes
mandatory in April 2030, is a key metric in where we invest and
update our existing portfolio.
Description: Online shopping continues to challenge the retail
sector’s traditional business model of operating large stores on
the high street and in shopping centres. Reduced requirements
and smaller store sizes are now the norm, with town and city
centres having to evolve their offering. This has resulted in further
retail casualties during the year, however the operators that keep
pace with changing customer needs and identify optimal in-store
propositions should be able to thrive. For example, younger
shoppers, despite being online more than any other group, show
a preference for a hybrid, off- and online shopping experience.
In contrast, older shoppers now fall broadly into two camps, with
those continuing to visit physical shops and those that do the
majority of their shopping online.
Description: Consumers are increasingly focused on the
impact of their activities on the planet and are looking for
environmentally friendly and sustainable options. In the property
sector, this includes minimising the environmental impact of
buildings, ensuring buildings are digitally efficient, developing
sustainable and energy efficient solutions, as well as considering
the health and wellbeing of employees, tenants and visitors. In
the automotive sector, demand for electric cars is rising; the UK
Government’s plan to phase out the sale of new petrol and diesel
cars by 2035 means that the infrastructure to charge them when
consumers are on the move is now crucial with more charging
points needed in more locations around the country.
How we are responding How we are responding How we are responding How we are responding
88% of our assets are located in Leeds and Manchester, with our
portfolio diversiied over a number of sectors, including retail,
leisure, offices, car parking and residential. We are well positioned
to take advantage of investments in a number of these areas by
developing high-quality assets when opportunities arise.
Office space currently accounts for 28% of our portfolio, with our
focus on high-quality assets in city centres. The majority of these,
including our latest developments, 123 Albion Street and Ducie
House, are multi-tenanted and we have focused on providing
lexible attractive working environments.
Engagement with our tenants is a key tenet of our business; this
is currently evolving to include working to report on and reduce
our combined emissions, improving the energy efficiency of our
buildings and increasing waste recycling.
Where it is not possible to create attractive office space, we
arelooking at alternative uses. For example, we have submitted
detailed plans to convert Wade House, an office building at the
Merrion Centre, into new student accommodation.
In line with our strategy of the last four years, we have diversiied
our portfolio and reduced our retail exposure. Pure retail now
accounts for only 19% of our portfolio value, down from 60% eight
years ago. The majority of our current retail tenants are classed as
‘essential’ and operate in food, discount and convenience retail.
These are the more stable and resilient segments of the sector
which are less impacted by the growth in online shopping.
Across our buildings we integrate high standards of environmental
design and target the latest standards including EPC A ratings,
BREEAM Outstanding as well as net zero carbon in the operation
of our new developments. With wellbeing never so important,
our developments will not only focus on irst-class places to live
and work, but they will offer space to relax, unwind and enjoy
thesurroundings.
We operate three solar photovoltaic farms on top of buildings we
own in Leeds and Manchester, which generated over 189,000
kWh of energy in the year (FY23: 182,000 kWh) and avoided
over 111 tonnes of CO
2
(FY23: 115 tonnes). We continue to look
atinnovativeways to further reduce our environmental impact.
In our Car Parking division, we have continued our roll-out of
EV charging points and rapid chargers across our car parks and
alongside our buildings. We currently operate 61 chargers across
CitiPark’s Car Parking portfolio and a further 38 chargers with NHS
and retail partners.
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Our Business Model
Experienced team with in-depth
knowledge of the communities in
which we operate.
We create vibrant local communities in
areas of strong economic growth, and
contributing to these communities is at
theheart of our culture.
Development pipeline of over
£400m of high-quality assets
Our pipeline presents signiicant long-term
growth opportunities.
Mix of short and
long-term inancing
We leverage our portfolio to provide
innovative and secure funding.
A resilient and robust business
with 60 years’ heritage
We take a long-term view underpinned
by a signiicant family shareholding.
Established relationships with
diverse, high-quality tenants
Our tenants include household names
such as Morrisons, Iceland and Greggs,
aswell as small and growing companies.
What sets us apart
– investment case
What we do
Portfolio value by locationPortfolio value by sector
Actively manage assets to optimise income
andcapital growth
Refurbish and upgrade
Renew leases
Reduce voids
Maximise available capital by utilising a
combination of secured lending, retained
proitsand share capital
Create a long-term
quality portfolio
Invest in our
development
pipeline, continuing
to unlock existing
opportunities and
create new ones
Acquire investment
assets to diversify
our portfolio
across sectors,
with a focus on
Leeds, Manchester
andLondon
How we generate
value for our key
stakeholders
For investors
We provide reliable returns
and long-term capital growth.
For tenants
For commercial tenants
we create spaces that help
support businesses and
meet their changing needs.
Weprovide safe environments
for our residential tenants,
withmoderncity living a
pre-requisite.
Offices 28%
Retail and Leisure 30%
Car Parking 16%
Hotel 4%
Residential 12%
Development 10%
Leeds 61%
Manchester 27%
London 9%
Scotland 2%
Sheffield 1%
For employees
We are committed to providing
a safe and secure working
environment with opportunities
for careerprogression.
For communities
We strive to make a
positivecontribution
throughdevelopment
thathelps communities to
thrive and by supporting
localinitiatives andcharities.
Our diversified
portfolio spans a wide
range of sectors across
key regional locations.
We have a strong record of
creating long-term value through
income and capital growth.
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Our Strategy
1 See glossary for deinition of these terms at the
end of these inancial statements.
Loan to value 50.8% – Financial liabilities
totalling £138.6m less the net cash of
£1.4m as a percentage of total assets
worth£292.4m, less cash and cash
equivalents of £22.2m.
WHAT WE DO:
Actively manage assets to optimise
income and capital growth
PROGRESS:
◆
The proportion of retail and leisure assets in the portfolio has
now settled at 30%, down from 60% in 2016. Pure retail now
represents only 18% of the total portfolio, and of that, 66% is
in the resilient Merrion estate.
◆
We made no signiicant disposals within the year following
the completion of a successful disposal programme over
thelast four years.
◆
One further acquisition was completed in the year. A multi-
storey car park investment in Sheffield that is let to NCP.
PRIORITIES
◆
Future opportunities have been identiied at Vicar Lane,
Leeds and the Merrion Centre.
WHAT WE DO:
Maximise available capital by utilising
a combination of secured lending,
retainedproitsand share capital
PROGRESS:
◆
Net borrowings (total borrowings of £138.6m less inance lease
liabilities of £28.6m and less net cash of £1.4m) increased
5.6% to £108.6m, with loan-to-value (‘LTV’) increasing to 50.8%
(FY23: 45.8%) These increases were primarily as a result of the
successful tender offer in the year.
◆
We extended our existing NatWest facility by a further year;
itnow expires in September 2025.
◆
Our existing Lloyds and Handelsbanken facilities expire in June
2026, although the Lloyds facility can be extended by two
further years.
PRIORITIES
◆
We will continue to review our portfolio with an increased
focus on bringing forward our development pipeline.
◆
Optimising our capital structure to reduce gearing and
absolute borrowing levels whilst reducing the exposure to
variable interest rates is an ongoing focus.
WHAT WE DO:
Invest in our development pipeline,
continuing to unlock existing opportunities
and create new ones
PROGRESS:
◆
Our development pipeline, with an estimated GDV of over
£400m, is a valuable and strategic point of difference for
TCS which we continue to progress and improve.
◆
In December 2023 we submitted a detailed planning
application for 1,110 student bedrooms at the Merrion Centre
– including the conversion of Wade House, an existing
13-storey office building, and the creation of a new tower.
PRIORITIES
◆
We continue to review the sequence of our
development pipeline.
WHAT WE DO:
Acquire investment assets to diversify the portfolio
across sectors, with a focus on Leeds, Manchester
and London
PROGRESS:
◆
Completed the £1.5m acquisition of the multi-storey car park
on Wellington Street, Sheffield.
PRIORITIES
◆
We continually review opportunities to acquire new
investment assets across all sectors, in particular in Leeds,
Manchester and London.
◆
Sites with asset management and/or development
opportunities are a particular focus.
We have
clearplansto
further enhance
shareholder value
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Capital expenditure in FY24
onthe existing portfolio
£5.3m
(FY23: £32.7m)
Void rate at 30 June 2024
stands at:
8.1%
(30 June 2023: 5.6%)
KPIs:
Loan to value
1
as at 30 June 2024
50.8%
(FY23: 45.8%)
LTV headroom over our bank
facilities as at 30 June 2024
£20.4m
(FY23: £30.0m)
Generated from asset sales in
the year ended 30 June 2024
£0.2m
(FY23: £33.4m)
Weighted average cost of net
borrowings at 30 June 2023
5.3%
(FY23: 5.1%)
KPIs:
Key Performance Indicators
1 See glossary for deinition of these terms at
the end of the inancial statements.
SEE OUR STRATEGY PAGE 15
Actively manage
assets to optimise
income and
capital growth
Invest in our
development
pipeline, continuing
to unlock existing
opportunities and
create new ones
Maximise available
capital by utilising
a combination of
secured lending,
retained proits
and share capital
Acquire investment
assets to diversify
the portfolio across
sectors, with a focus
on Leeds, Manchester
and London
KPIs:
KPIs:
Retail and leisure proportion
of portfolio
30%
(FY23: 29%)
Percentage of portfolio now
invested inresidential
12%
(FY23: 12%)
Percentage of the portfolio
located inLeeds and Manchester
88%
(FY23: 90%)
Development pipeline
remains in place
£400m
(FY23: £400M)
Electric Vehicle charging bays
across our portfolio
61
(FY23: 51)
SEE OUR STRATEGY PAGE 14
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Diversiied
portfolio
Portfolio Review
Valuation
summary
The like-for-like value of our portfolio
decreased by4.7% (£12.1m) after capital
expenditure of £5.3min the year.
Portfolio value by locationPortfolio value by sector
Offices 28%
Retail and Leisure 30%
Car Parking 16%
Hotel 4%
Residential 12%
Development 10%
Leeds 61%
Manchester 27%
London 9%
Scotland 2%
Sheffield 1%
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Leeds Merrion Centre – Pho 37.
Portfolio Review continued
Signiicant valuation losses have been recognised across our retail, office and car
parkportfolios.
The valuation of all of our properties (except one) was carried out by CBRE and Jones
LangLaSalle.
Portfolio overview
Passing
rent
£m
ERV
£m
Value
£m
% of
portfolio
Valuation
incr/(decr)
Initial
yield
Reversionary
yield
Retail & Leisure 1.2 1.3 13.8 5% -5.0% 8.1% 8.8%
Merrion Centre
(exc. offices)
4.5 4.8 50.3 20% -10.0% 8.5% 9.1%
Offices 4.5 6.5 72.9 28% -9.7% 5.9% 8.4%
Hotels 0.9 0.9 9.9 4% 4.2% 8.4% 8.4%
Out-of-town retail 1.0 1.1 12.5 5% -3.8% 7.9% 8.1%
Residential 1.3 2.1 31.7 12% 1.3% 3.9% 6.3%
13.4 16.7 191.1 74% -6.7% 6.7% 8.2%
Development
property
24.45 10% 13.6%
Car parks 40.48 16% -4.1%
PORTFOLIO 256.0 100% -4.7%
Note: includes our share of Merrion House within Offices (£27.5m – see note 14 of these inancial statements) and
car park goodwill of £2.5m (see note 13 of these inancial statements) arising on individual car park assets, but
speciically excluding goodwill arising from car park operation acquisitions. None of the above is included in
the table set out in note 12 of these inancial statements.
Note: excludes IFRS 16 adjustments that relate to right-of-use car park assets (£21.7m) as the Directors do not believe
it is appropriate to include in this analysis assets which have fewer than 50 years remaining on their lease and
the Group does not have full control over these assets. These assets are included in the table set out in note 12
of these inancial statements.
The table below reconciles the table to
the left to that set out in note 12 of these
inancialstatements:
FY24
£m
FY23
£m
Portfolio as per
note 12
247.7 254.1
50% share in
Merrion House
27.5 30.7
Goodwill – Car
Parks – Property
speciic only
2.5 3.0
Less – IFRS 16
right-of-use
car parks and
investment
properties
(21.7) (23.1)
AS PER THE TABLE
TO THE LEFT
256.0 264.7
Sales and purchases
During the inancial year ended 30 June2024
we sold two relatively small properties
above their 30 June 2023 book value,
withgross proceeds of £0.2m.
Our continued commitment to asset
recycling is clear. The table below details
the £168.4m of disposals made since FY17,
of which 71% were retail and leisure assets.
Sales Purchases
£m
% retail &
leisure £m
% retail &
leisure
FY17 22.3 88% 4.0 46%
FY18 10.1 95% 9.0 0%
FY19 14.0 100% 16.0 25%
FY20 2.5 100% 1.7 100%
FY21 48.0 93% – –
FY22 37.9 59% 7.0 100%
FY23 33.4 21% 18.8 0%
FY24 0.2 0% 1.5 0%
168.4 71% 58.0 25%
Retail and Leisure
The Retail and Leisure market has continued
to decline this year, albeit at a slower rate than
last year. We have seen this with the valuation
movements on the Merrion Centre and our
out-of-town retail property.
As the online retail market grows, high street
units are having to diversify their offering to
become more than just shops; some are now
incorporating experiences, entertainment and
restaurants. A trend that we are looking to
replicate throughout our portfolio.
Regional offices
The Office market is continuing to face
signiicant macroeconomic pressures.
Flexible workspaces are increasingly in
demand, relecting the shift to hybrid
working since the pandemic. Co-working
spaces, quality buildings and adaptable
offices are more popular, as are those in
prime locations. Over the coming years we
will be investing signiicant capital in our
existing office space as sustainability and
lexible space continue to be priorities.
Our 50% stake in Merrion House has also
reduced in the year. As a relatively long-
dated and less risky asset, the valuation of
this property is correlated more to the UK
bond market rather than the underlying
physical asset. As the economy improves
we expect these revaluation deicits to
partially reverse.
Residential
The residential market has continued to
grow, in particular in Manchester, however
our portfolio of residential assets has only
grown by 1.3% in the year. The removal of
multiple dwellings relief on stamp duty
has effectively increased the purchasers’
costs assumed by valuers for multiple-
unit buildings – this has affected all of our
residential properties.
Car Parks
During the year, the Company’s freehold
and long leasehold car park assets fell in
value by £1.7m, a drop of 4.1%. Occupancy
levels across the portfolio remain consistent
however increased operating costs and
rental charges negatively impacted the
underlying values.
Other valuation movements
The value of the Company’s development
sites increased by £2.8m in the year,
relecting increases to the alternative-use
value for our Whitehall Road development
site in Leeds.
Percentage of Residential
12%
2023 12%
Percentage of Offices
28%
2023 32%
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CitiPark
Divisional Review
Chairman and Chief Executive’s Statement
Overview
Our CitiPark business generated revenues of £13.4m
during the year (2023: £13.1m). We have increased
our portfolio without the need for significant capital
investment, continued our focus on innovation, and
our enforcement business has performed well.
Performance
Overall, revenue generation has remained
positive, although there are location-
speciic variances. While performance in
Manchester has exceeded pre-pandemic
levels, for example, some locations are
seeing a more difficult recovery trajectory.
In addition to well documented, sector-wide
shifts, as a Tuesday to Thursday commuting
week has become standard for many
people, our branches in Watford have been
impacted by the increases in rents, rates
and the closure of local businesses.
We have continued to seek capital-light
portfolio growth, alternative sources of
income and other ways to strengthen
the CitiPark brand and business, both
organically and inorganically. Our parking
management agreement platform has
grown well, with three new branches in the
last 12 months adding 1,500 spaces to our
portfolio: New Jackson in Manchester, and
two in central London, at Portman Square
and the Barbican.
We are also exploring ways to capitalise on
our underutilised space through alternative
uses for some of our larger locations. For
example, we are in discussion with a leisure
operator about using the roof space at the
Merrion Centre, which would generate
welcome additional rental income.
Technology and innovation
Our CitiCharge EV charging business
remains a core element of our growth
strategy. Our proprietary EV platform
has been a source of revenue as well as
providing an enhanced customer experience
in terms of charging rates and reliability.
As we have grown organically through
investment and upgrade programmes,
some assets have seen a signiicant uplift in
utilisation, for example at the Merrion Centre
and Leeds Dock. Data and insights from
our CitiCharge platform on utilisation and
charging rates also allow us to make more
informed decisions on the further roll-out of
the technology.
Our rebranded CitiPark app performed so
strongly and received such positive feedback
that we decided to use it as the basis for
creating our own parking management
system. In addition to being more cost-
effective than the previous licensed model,
it allows us greater lexibility and control.
We are delighted with the functionality of
our system and are well underway with
rolling this out across our portfolio. Having
developed constructive relationships with
suppliers of cameras and other hardware, we
are now looking to offer our solutions to third
parties on a ‘white label’ basis.
As we have evolved our sites to being
barrierless for reasons of customer
experience as well as providing operational
efficiencies and environmental beneits, we
have also seen stronger synergies with our
enforcement business.
Outlook
We are conident in the outlook and have
a strong team in place to execute our
strategy. We see further opportunities to
progress our capital-light model, with sound
growth prospects in both existing and new
parking management partnerships. We
also see scope to grow our enforcement
business, both organically and inorganically.
There will be challenges, some of which are
of our own making – as we look to develop
a new lagship multi-storey car park on our
Whitehall Road site. EV and battery storage
will be a focus for us, particularly with
central and local government encouraging
more sustainable methods of transport in
city centres. Our EV charging infrastructure,
green season tickets and tariffs are further
encouraging the uptake of electric vehicles.
Three new sites in the last
12 months adding 1,500
spacesto our portfolio
CitiCharge at Merrion.
EV charging bays
at the end of the year
61
2023 51
CitiPark revenue
£13.4m
2023 £13.1M
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Property
Divisional Review continued
Overview
Against a backdrop of high interest rates and
uncertain market sentiment around the economy
and the timing and outcomes of the general
election, the property sector faced
ongoingchallenges.
Despite a year of economic
headwinds, we remain in a
strong financial position and
continue to take a long-term
approach to our portfolio.
Although utility costs are no longer
making the headlines, for some retail and
leisure tenants in particular, energy prices
reducing from peak levels came too late,
with some retrenching and reducing their
portfolio and others driven out of business
altogether. This also led to some tenants
looking to rebase rents.
Valuations have been suppressed, driven
by changes in prime yields and a dearth
of investment transactions, resulting in a
lack of comparable data. Rent collection
has been excellent, excluding the impact
ofbusiness failure.
Vicar Lane, Leeds.
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Bath Street, Glasgow. (CGI)
Divisional Review continued
Acquisitions and disposals
The reporting period was quiet in terms of
portfolio changes, with our only activity in
this area an opportunistic acquisition of a
car parking asset in Sheffield, which has an
incumbent operator.
We do have an appetite to acquire – signalled
by Jacob Ziff joining the business to lead
on acquisitions and investment strategy –
but are taking a considered and cautious
approach to where we invest.
Performance by segment
The office segment has borne the brunt of
suppressed valuations, although take-up of
our assets has remained in line with long-
term averages as tenants cater for peak
occupancy, even if their staff are tending
to work fewer days in the office. Our office
assets in Manchester have seen high
occupancy and swift relets when vacancies
have arisen. We divided the vacant space at
123 Albion Street to let to a quality tenant. In
the same building, ground loor space that
was previously a retail outlet and latterly
used as office space by Job Centre was re-
let to two leisure operators, demonstrating
the versatility of the property.
Similarly, at the Merrion Centre, we are seeing
greater demand from leisure operators
than retailers, so some outletshave had
theirusagechanged.
In addition to the cross-sector impacts of
inlation and interest rates, retailers have
also had to contend with a material uptick
in shoplifting, putting further pressure
on operating costs. The demise of the
nightclub operator as part of a wider
trend seen in this sector provides a further
opportunity to explore other options for a
sizeable unit in the Merrion Centre.
Although we have a limited portfolio in the
residential segment, our assets have seen
high occupancy and increasing rents as
demand continues to outstrip supply. By
way of example, we are refurbishing all 20
apartments on Bath Street, Glasgow. As
we have completed loors, we have relet
properties at rates that exceed our target
rental levels. Similarly, our build-to-rent site
in Manchester, comprising 91 premium,
canal-side apartments is performing well,
with tenants a combination of international
students and professionals. There is an
opportunity for TCS to be more active
in this segment, by bringing forward
our development pipeline or through
targetedacquisitions.
Our hotel operation has performed strongly
with continued high occupancy, resilient
income and an increased valuation.
Wewere pleased to let the ground loor
restaurant unit that adjoins the hotel.
Weare also involved in the George Street
development, applying our expertise by
working with Leeds City Council as the
development manager for another hotel.
We supported the council in entering an
agreement for lease with Premier Inn earlier
in the autumn and achieving a ‘resolution to
grant’ planning permission in November.
Development pipeline
Having received ‘resolution to grant’ in May
2023, we received the planning permission
decision notice for Whitehall Riverside
in March 2024. We have been working
through the detailed design work on the
car park and offices with a view to bringing
these forward at the same time, and are in
discussions with several potential pre-let
parties. We have also had interest in another
plot on the development, which is a hotel.
Several factors are making the viability of
development appraisals for office space
more challenging currently, including high
interest rates, the sentiment on prime yields,
build costs, where rent levels need to be,
and concession packages required by
tenants. Over the next couple of years, we
expect to see a high margin between rents
in new build and refurbished properties,
and it will be interesting to determine how
important the sustainability credentials of
new build properties are to tenants and
whether they are prepared to pay a premium
for these. Plans for our Whitehall Riverside
development are designed to offer best-in-
class sustainability credentials, despite the
additional costs involved.
As we refurbish existing properties we seek
to make environmental upgrades, although
the economics and likely rent levels mean
that measures tend to be more incremental,
such as adding solar and improving
thermalperformance.
Our proactive approach to reimagining
space is exempliied in the proposed Wade
House and 100MC developments at the
Merrion Centre, for which we submitted
planning applications in December for
the repurposing of these erstwhile office
assets to create purpose-built student
accommodation. We are progressing
detailed design work on Wade House,
withaview to being onsite next year,
subject to funding.
We reviewed our land holdings in
Manchester to assess the need to refresh
the strategic regeneration framework. As
a result of the review and other priorities,
we decided to pause the planned refresh,
although we are looking to bring forward a
residential application on Eider House.
Outlook
Our focus for the next year and beyond is
to bring forward our developments, which
will also reduce our void levels. These
are currently relatively high, partly on
account of the need for vacant possession
to facilitate redevelopment, as is the case
forWade House.
We will continue to explore opportunities
to acquire assets in Leeds and Manchester,
and there is appetite to make acquisitions
in London, where TCS currently only has
two sites. The Group is in a strong inancial
position to pursue attractive opportunities
as they arise, and we look ahead
withconidence.
100 MC, Leeds. (CGI)
We expect to see a
high margin between
rents in new build and
refurbished properties
Our assets have seen
high occupancy and
increasing rents as
demand continues
tooutstrip supply.
Generated Revenues
£15.3m
2023 £14.2M
28
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Section 172 Statement
Statement by the Directors in
performance of their statutory
duties in accordance with s172(1)
Companies Act 2006
The Board believes that, individually and collectively, they have acted in a way they consider, in good
faith, would be most likely to promote the success of the Company for the beneit of its members as
a whole, having regard to the stakeholders and matters set out in s172(1) (a–f) Companies Act 2006.
We have continued to protect and generate value for our stakeholders for 64 years and remain
committed to pursuing our strategy for long-term value creation.
We believe that consideration of our stakeholders is the foundation of what we do and the basis of
every decision that is made throughout the Company. To demonstrate how entrenched this is in the
way we act as a business we have included cross-references to where you can ind further examples
across this report:
Why invest in Town Centre Securities?
Clear demonstration of the value we provide
toShareholders
Pages 14–15
Strategy
Clearly defined plans for the future of the business
Pages 16–17
Responsible business
Demonstrating understanding of how our
business impacts those around us
Pages 34–49
How the Board factors its stakeholders into
decision-making
The table below sets out who we believe to be our key stakeholders, why they are important to us and, subsequently, how we factored their
interests into our decision-making process to promote the success of the business as a whole.
Our stakeholders: Why they are important: How we engaged during the year:
SHAREHOLDERS Shareholders are key to
ensuring we have the
capital to continue doing
what we do. They keep us
accountable and provide
direction and approval of
future plans.
The primary communication with Shareholders is through the Annual Report and Accounts,
the half-year release and the Annual General Meeting (‘AGM’). All Directors attend the AGM
(either in person or by teleconference), and we encourage Shareholders to ask questions of
the Board and to meet informally after.
In addition, the Chairman & Chief Executive, and Finance Director maintain a dialogue with
institutional Shareholders and analysts immediately after the announcement of the half-year
and full-year results, and at other times throughout the year; taking on board suggestions
especially with regard to non-inancial reporting.
During the year the Board considered key decisions around the implementation of the strategy
of the business. Following a successful four-year disposal programme that has reduced the
Company’s exposure to retail and leisure tenants, the levels of debt and increased loan-to-value
headroom on its individual bank facilities, the Board reviewed the updated capital allocations
and working capital requirements of the Group. With the levels of gearing and surplus cash
and, together with the discount to net tangible assets the Company’s shares traded, the Board
determined that a tender offer would be in the best interests of Shareholders. In addition
the Board considered the payment of a further special interim dividend.
As part of these processes the Board were provided with brieing papers, prepared and
presented by the Executive Directors.
These papers not only presented the impact the potential tender offer would have on key
inancial metrics, the risks associated with the challenges our economy is facing, but also on
the longer-term loan-to-value headroom under the Company’s debt facilities.
As a result of these decisions, the Company launched a tender offer in November 2023, with the
Company acquiring in for cancellation 6,292,920 of it’s own Ordinary Shares inDecember 2023.
A further ‘special interim dividend’ of 6.0p per Ordinary Share was declared in May 2024
and paid in June 2024 alongside the previously declared interim dividend of 2.5p per
Ordinary Share.
EMPLOYEES Our employees allow us
to continue to deliver
and maintain quality
environments and services
for our customers, and
sustain long-term growth,
providing value to our
Shareholders. Ensuring
we have happy employees
with challenging work,
in turn produces higher
quality outcomes and
beneits all stakeholders.
We are committed to the personal and professional development of our employees,
supporting employees through studies.
We continue to look for ways to improve the rewards and support we give our staff beyond
their base salary, and have a number of schemes in place to enable this. This includes but
is not limited to salary sacriice schemes for childcare vouchers, cycle to work and electric
car initiatives; Westield Health care for head office-based staff; a company pension scheme
and access to a pension advisor; and a share-save scheme allowing all staff to beneit from
the HMRC scheme, with TCS also contributing shares.
The canteen and break-out spaces enable all employees and Directors to engage with each
other outside of the pure work environment.
For the second year running, coinciding with Mental Health Awareness Month in May 2024,
all TCS head office staff were encouraged to take up to three hours, to do something for
themselves, during office hours. Examples included exercise, going to an appointment,
gardening or cooking. The only stipulation was that it was to be only for the individual’s beneit.
Members of the senior management team attend all Board Meetings, and regularly provide
their own perspective on the health and wellbeing of all staff.
The Board are also very conscious of the ongoing cost-of-living crisis and 30 members of
staff, in the September 2024 pay review, have been awarded bonuses in addition to salary
increases. Although not necessarily a formal Board decision matter, the seriousness of the
cost of living, inlation and interest rate rises has been discussed both at Board level and at
the Remuneration Committee, where the Board decision was then ratiied.
Ian Marcus, Non-Executive Director is our workforce representative.
Further details on our workforce engagement can be found on page 37.
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Section 172 Statement continued
Our stakeholders: Why they are important: How we engaged during the year:
TENANTS Delivering for customers is
at the heart of everything
we do. Whether that is
locally-based businesses
in our mixed-use
developments or users
of our state-of-the-art car
parks. If our customers
are satisied, then we
know we are delivering
enjoyable and high-quality
environments. We value
highly the long-term
relationships we have
withour tenants.
We speak to all our tenants on a regular basis, in an attempt to understand the pressures
that they are under and how we can work with them to get through the crisis and ensure
they remain tenants in the longer term. We have been particularly keen to ensure that
small and long-term loyal tenants are helped not only inancially but with wider operational
support as well. A particular focus in the current year was around waste recycling and
engaging with tenants helping them understand the importance of proper waste disposal
and the environmental beneits of effective waste segregation.
In the coming year we will also be engaging with tenants around their own green house gas
emissions (in particular Scope 1, 2 and 3), starting with our top 20 tenants (rental value) as
well as a collaborative approach to improving the EPC ratings of all our properties.
All decisions made with regards to new tenants and rent concessions are made at the
monthly property review meetings, with all executive Board members in attendance.
The monthly minutes of both the property review and CitiPark management meetings then
form an integral part of the main executive Board meetings.
Further details on our engagement with our customers can be found on pages 12–13.
DEBT FUNDERS Our economic model
assumes that we leverage
assets developed to
continue to invest and
grow. This makes the
availability of secured
debt funding key to
business development.
We see our three main
bank debt funding
providers and our
debenture holders
askeystakeholders.
We remain in regular communication with our banks. We have made sure to update them
on rents received and key measures related to overall Company performance and the assets
speciically secured to their facilities.
In addition, we prepare a debenture speciic presentation (available on our website) which
the Chief Executive and Finance Director are more than happy to present to any of our
debenture holders.
As part of the monthly Board papers, summaries of each of the Company’s debt facilities,
together with the properties secured, are provided. During the year the Board has discussed
the levels of debt inancing required, following reductions in our bank facilities and in
previous years, the Board decided not to further reduce the quantum of any of the three
debt facilities available to the Company.
Our stakeholders: Why they are important: How we engaged during the year:
COMMUNITY We believe we have a
duty to make a positive
contribution locally and
be considered an integral
part of the community.
During the year the Merrion Centre has hosted weekly and more permanent events,
primarily aimed at children and families – examples of which is the Leeds Bear Hunt (in
support of the Yorkshire Children’s Charity) and the Leeds Piano Trail.
Hosted by Leeds Hospitals Charity, the 7 Stories of MND exhibition can be found at the
Merrion Centre, representing seven individuals who are living with Motor Neurone Disease
(‘MND’) or have loved ones who have died of the condition.
Further details on our engagement with the community can be found on page 37.
ENVIRONMENT The Board acknowledges
that it has a responsibility
to minimise its
environmental impact.
In the coming year the Board, along with the Sustainability and Climate Change Committee,
will develop the TCS ‘Pathway to Net Zero’. This will be a collaborative approach with
our tenants, helping to reduce emissions, encourage recycling and to improve the
environmental credentials of our existing buildings.
The strategy for future developments is to not only provide buildings that are sympathetic
to their existing surroundings, but also to safeguard them for future generations, some of
the key targets being:
• EPC A Rating
• BREEAM ‘Outstanding’
• Net zero Carbon in operation
• 38.5% less energy consumption than buildings regulations stipulate, with 100% of energy
coming from renewable sources
Board discussions and ultimately decisions around the Company’s development pipeline
are a standing agenda item at the Board meetings. Brieing papers around the proposed
developments include key environmental and placemaking credentials.
Further details on our engagement with the environment can be found on pages 39–49.
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Responsible Business
ESG
Introduction:
TCS has been
committed to
generating long-
term sustainable
success since its
foundation over 64
years ago and still
retains the ethos of
its founder that
business should
make a positive
contribution to the
communities in
which itoperates.
The Marjorie & Arnold Ziff Charitable
Foundation is a registered charity which,
whilst managed separately with its own
resources based on a TCS shareholding,
plays a key role in facilitating the Ziff family to
support the local community. Edward Ziff, our
current Chair & CEO, was awarded an OBE for
service to the community in 2017 and is Chair
and Trustee of Leeds Cares, a charity which
supports Leeds Teaching Hospitals.
We recognise the need to develop a more
formal structure to support our activities and
ambitions in this area and are continuing on
the journey to create an ESG framework with
clearly articulated targets and metrics to
measure progress against our focus areas.
Governance
The Board currently has responsibility for
overseeing our activities in this area and
ensuring that ESG issues are considered
in all our decision-making. When we invest
our capital we always look to protect the
environment, beneit the communities that
surround us, and take into account the needs
of all our stakeholders.
Our approach
ESG is at the heart of everything we do. We aim to ensure that all the activities we undertake as part of our four strategic workstreams are
underpinned by the following ive ESG principles which form the basis of our ESG programme:
• Minimise our environmental impact
• Engage with our external stakeholders
• Engaged and committed employees
• Make a positive contribution to the communities we operate in
• Always do the right thing
The table below details some of the ESG-focused activities that are currently underway across the business and outlines how they it into
our strategic framework.
Key
Strategic projects
1 Merrion Centre waste and sustainability plan, Green Apple
Award recognition
2 Energy efficiency programmes lowering service charge and
utility costs for tenants
3 Head office with living walls and improved circulation space
4 Investment in EV charging infrastructure and growth in EV
charging across CitiPark portfolio
5 Solar farm investments in Leeds and Manchester
6 EPC A and BREEAM ‘Outstanding’ targets for all new buildings
7 WELL building standard target
8 Full recycling options at Burlington House
9 Merrion House facilities including recycling and cycle storage
10 Burlington House value-added services including cleaning,
deliveries and itness
11 Piccadilly Basin – street art project, security improvements
12 Environmental targets for all future developments
13 Continued development of the CitiCharge and CitiPark apps
14 Signiicant CSR programme supporting local communities
andcharities
15 Speciic parking rates for EV/Hybrid drivers at Clipstone Street,
Merrion and the AO Arena
16 Investment in WiredScore and Built AI
17 Westield Health beneits for staff
18 Ongoing Share Incentive Plan (‘SIP’) scheme to engage and
beneit all staff
19 Go Ultra Low status for CitiPark
20 Installation of PIR and LED lighting systems in properties
andcarparks
21 Ian Marcus appointed workforce Board representative
22 Development of our ‘Pathway to Net Zero’
23 Electric vehicle salary sacriice scheme available to all staff
24 Our tenant engagement plan to enhance the reporting on
GHGemissions and EPC improvement process
Actively managing
our assets
Maximising
availablecapital
Investing in
development assets
Investing in
existingassets
MINIMISE OUR ENVIRONMENTAL IMPACT 1, 2 1, 4, 5, 13, 15 6, 8 12, 19, 20, 22, 24
ENGAGE WITH OUR EXTERNAL STAKEHOLDERS 2, 4, 15 2, 6, 7, 8, 9, 11 2, 6, 9, 10, 16, 24
ENGAGED AND COMMITTED EMPLOYEES 3, 17, 23 18, 21
MAKE A POSITIVE CONTRIBUTION TO
OUR COMMUNITIES 14 11
ALWAYS DO THE RIGHT THING 6, 7 22
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People
and communities
Alignment with the UN Sustainable
Development Goals (‘SDGs’)
TCS recognises the importance of the UN SDGs and as we further develop our ESG programme
we are using these to inform our decision-making and target-setting.
The key SDGs that TCS has an impact on and our activities in
these areas are set out below:
Goal 3 Good health and wellbeing
Our charitable work with children (eg our work with First Give, the Yorkshire Children’s Charity and Flourishing
Families) together with our response to Mental Health Awareness Month in May, where all members of staff
were encouraged to take three hours away from work, but still paid, to do something for themselves.
Goal 7 Affordable and clean energy
Producing our own solar energy through the development of three solar farms in Leeds andManchester.
Goals 11 & 12 Sustainable cities and communities and Responsible consumption
andproduction
The continued expansion of our EV charging network through our CitiCharge business. Ourtenant
engagement plan to report on the combined GHG emissions of our portfolio as wellas our EPC
improvementprogramme.
Goals 10 & 17 Reduced inequalities and Partnerships for the goals
Local charitable partnerships including Tempus Nova and the Yorkshire Children’s Charity.
Responsible Business continued
ENGAGED AND
COMMITTEDEMPLOYEES
We have a relatively small
teamat our head office and
prideourselves on how we
treatour employees.
We pride ourselves on being a business
that has a family feel to it, building a clear
culture over our 60 years in business as
a small company that cares for and looks
after its employees, creating opportunity
and giving accountability. Expectations
of staff are high and at times demanding.
However we endeavour to always support
staff, and go above and beyond any
documented HR policy. We like all staff to
know that if they have a problem, work-
based or personal, that they can talk with
the Directors and senior management in
the knowledge that the Company will do
everything it can to support them. We
believe in the concept of opportunity
for all, and do not tolerate any form
ofdiscrimination.
Our Non-Executive Director Ian Marcus
has taken on responsibility as our Board
representative for the wider workforce.
Whenever in the office Ian meets with
staff members. Ian’s responsibility in this
regard enables us to assess the culture
and engagement within the business and
challenge management where necessary
inthis regard.
TCS runs a Share Incentive Plan (‘SIP’)
scheme available to all staff, operated
under HMRC guidelines. It is an attractive
beneit and helps to engage colleagues
inthe wider success of the business.
Human rights
Although we do not have a dedicated
human rights policy, a respect for human
rights is implicit in our employment
practices and our engagement with
thirdparties.
Work environment
We continually look for opportunities to
improve the work environment for our
staff. This is exempliied by our Leeds head
office which has been designed to be a
modern and comfortable place to work.
In addition, we have improved beneits in
recent years for head-office staff, improving
Company pension contributions above
statutory requirements, introducing a health
insurance policy, a new electric vehicle salary
sacriice scheme and health-screening.
We are committed to learning and
development and are supporting
colleagues through Chartered Surveyor
and Chartered Accountant qualiications.
We have also given work experience
opportunities to local students.
Diversity and inclusivity are important in
our business with a 70/30 male to female
split across the whole business.
MAKING A POSITIVE
CONTRIBUTION
TOCOMMUNITIES
We contribute to a broad range of local
causes, with charities focused on children
and young adults particularly close to our
hearts. We complement our support for
long-standing partners with standalone
initiatives. We also seek to improve and
create a sense of wider community
in our areas of operation, usingour
assets and resources to work with
othercommunitypartners:
Young people – First Give
We are the main sponsor of the First Give
programme in Yorkshire – a charity that
encourages students to learn about social
issues in their communities, and then
ultimately to plan and deliver social action
activities, including fundraising, for their
chosen charities.
Contributing to the community –
MerrionCentre
To celebrate its 60th anniversary an
exhibition inside the Merrion Centre
ran throughout the summer. It featured
“Then and Now” images showcasing the
centre’s evolution, a scale model of the
1m sq ft Merrion estate, and video content
documenting the centre’s 60-year history.
In addition to the exhibition, the centre
will host various activities for shoppers,
including the display of the original
Rowland Emmet machine, “The Flying Kite”.
Contributing to the community –
MerrionCentre
During summer weekly free events are
being held in the Merrion Centre to
encourage local families and children to
visit the centre. Activities include: the
Monopoly Leeds Takeover, the Leeds Piano
Trail and other interactive events.
Contributing to the community –
CitiParkat Leeds Pride
Sponsoring Leeds Pride relected on our
ongoing commitment to inclusivity and
diversity. Participating in events like Leeds
Pride not only strengthens our bonds as a
team but also reaffirms our dedication to
supporting the broader community.
Gender split
70%
MALE
30%
FEMALE
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Responsible business continued
Environment
DELIVERING THE PROGRAMME
ENVIRONMENTAL REPORT
In alignment with our commitment to
sustainability, this report emphasises
our progress towards achieving
sustainable targets and highlights the
initiatives implemented to mitigate our
environmental impact. As in previous
years this Sustainability Report focuses
on the Merrion Centre, our largest and
most complicated asset. This report
does not include metrics related to the
rest of the estate, as much of it is let to
third-party tenants who are responsible
for the generation of, and reporting on,
theirownenvironmental footprint.
With growing concerns about sustainability
and the long-term effects of human activities
on the environment, it has become essential
for organisations such as ours to adopt
responsible practices. The primary objective
of this report is to outline the steps we
aim to take in reducing our ecological
footprint, ranging from energy consumption
and waste reduction to improving resource
efficiency. By implementing these strategies,
we seek to contribute to a more sustainable
future while ensuring compliance with
environmental regulations and aligning
withglobalpractices.
Key achievements and aims:
Energy consumption and efficiency
One of our key initiatives is a lighting
energy saving scheme designed to
reduce electricity consumption by 81%.
This scheme relects our commitment to
sustainability by signiicantly lowering our
energy use, cutting carbon emissions,
and improving overall efficiency. Through
these measures, we aim to contribute to
a more sustainable future while meeting
our environmental goals and reducing
operating costs.
Waste
Equally important is our comprehensive
waste management strategy. Over the last
12 months we produced on average 45.91
tonnes of waste per month.
We continue to achieve our goal of
zero waste to landill with 50.5% of the
total waste produced this year being
recycled and 49.5% sent to an energy
recoveryfacility.
To further improve these statistics, we are
placing speciic emphasis on improving
waste segregation, particularly in the
areasof dry and mixed recycling and
foodwaste streams.
To ensure the success of this initiative
we aim to educate and engage our
tenants, helping them understand the
importance of proper waste disposal and
the environmental beneits of effective
wastesegregation.
In alignment with these educational
campaigns, we aim to enhance and improve
our waste segregation signage across the
site to foster tenant participation and make
sustainable practices an integral part of
ouroperations.
Another goal is to signiicantly improve
how we manage and recycle used
cooking oil by making the process more
convenient and accessible to all. This
not only contributes to our sustainability
strategy but also beneits our initiatives by
generating funds that will be reinvested
to help drive further improvements and
community engagement. This year we
raised £2,832 through this initiative.
Sustainable cleaning
We are pleased to report on the continued
use of OdorBac Tec 4, a sustainable and
environmentally friendly cleaning solution.
OdorBac has proven to be an effective and
safe chemical that supports our efforts to
maintain a clean and healthy environment
while minimising our ecological footprint.
The introduction of the plastic closed
loop system has supported our aim of
zero plastic waste as the containers used
for OdorBac are now being reused in a
continuous cycle.
A dosing system is to be introduced
imminently which will ensure the correct
amount of OdorBac is used in all cleaning
processes, preventing overuse and
minimising waste.
This initiative aligns with our commitment
to sustainable practices and further
enhances the efficiency and effectiveness
of our cleaning operations.
Solar energy
Solar energy is a clean, renewable
resource that can help reduce our carbon
footprint, lower energy costs, and support
sustainability goals. We will aim to evaluate
and strategically identify suitable sites
so we can potentially maximise the
environmental beneits of this initiative.
During the year we generated 189,159kWh
of electricity from our existing three solar
farms (FY23: 182,106kWh).
In the past 12 months there have been no
incidents of environmental non-compliance
and no environmental ines were received.
TCS continue to pursue our ambitious
sustainable targets; we are conident in our
ability to drive positive change and serve as
a model for responsible business practices
within our industry.
ENGAGE WITH OUR
EXTERNALSTAKEHOLDERS
CitiPark LED diagrid facade
The lagship CitiPark branch at Leeds
Merrion Centre has this year supported
a variety of regional, national and
international causes by illuminating
its external LED diagrid facade facing
MerrionWay.
We have used it to support various initiatives/
causes including supporting the England
Lionesses team in the Euros (red, white and
blue), Candlelighters ‘Pink It Up’ campaign
(pink), Ukraine (blue and yellow) and
Holocaust Memorial Day (purple).
Merrion Estate
Our ‘Shop, Eat, Drink & Be Merrion’
strategy to ensure the Merrion Centre
remains one of the city’s prime retail and
leisure destinations. This includes creating
safe places to sit, relax and meet whilst
shopping, such as ‘The Green’ and ‘The
Library which have been well received
byvisitors.
We continue to focus on the unique beneits
the Merrion Centre offers visitors. As a
destination where larger brand essential stores
sit alongside some of the city’s most unique
independent retailers, our ongoing campaigns
aim to highlight our diverse mix of venues to
our ever-changing visitor demographic.
Communication is paramount and we pride
ourselves on our continuous engagement
with tenants both face-to-face and digitally
throughout the year.
Engaging young people
Participating in the Monopoly takeover
of Leeds, we displayed a giant boot in
the Merrion Centre. With 22 locations
throughout Leeds, this encouraged families
to travel around Leeds, completing puzzles
and collecting stamps.
During the year we partnered with Child
Friendly Leeds and Leeds Youth Voice on a
campaign to raise awareness of disabilities
called ‘Everyone’s Included: the Leeds SEND
and Inclusion Strategy’. This was based
on listening to the voices of children and
young people. As part of this, an exhibition
was held in the Merrion Centre enabling
visitors to view, hear and feel the emotions
of young people and understand more
about hidden disabilities and how we as
acity can make a difference.
ALWAYS DO THE RIGHT THING
TCS takes its responsibilities as a listed
UK business extremely seriously, and is
committed to upholding high standards
of corporate governance. Whilst we spend
considerable time ensuring we review our
compliance against rules, laws and codes,
we also spend much time ensuring we
abide by the spirit of such requirements,
instilling a culture within the organisation
of‘doing the right thing’.
Key areas of focus include:
• Implementing the Corporate
Governance Code – As detailed on
page 67, TCS has worked closely as a
Board to review the requirements of the
Code and be clear where we believe
compliance is necessary and right, and
where it is appropriate to explain why we
take a different approach.
• Debenture holders, engagement – TCS
has in place a long-term debenture where
most of our day-to-day contact is with the
debenture trustee. When asked, Edward
Ziff and the Group Finance Director will
present to the bond-holders to ensure
they fully understand the status of TCS
and the security of their investment.
• Health and Safety (‘H&S’) – We are
committed to providing a safe and
secure working environment, in our own
offices and in our properties, particularly
those such as the Merrion Centre, where
we maintain an on-site management
function. We have an established
Group health and safety policy, which
is approved by the Board annually, and
we review health and safety issues
and incidents at every Board meeting.
The Property Director oversees its
implementation, and chairs a quarterly
internal meeting reviewing all aspects
of H&S across the business as a whole
– from our offices to our properties, car
parks and hotel. We have implemented
a new reporting and monitoring system
in the past year to facilitate this. Our
operational teams have clear health and
safety objectives and review procedures
regularly, taking action where necessary.
• Whistleblowing – we have a
whistleblowing policy in place that
is reviewed at least annually. We see
this policy as an important feature
to encourage and enable all staff
membersto ‘do the right thing’.
Responsible Business continued
The Library, Leeds Merrion Centre
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SECR – Greenhouse gas emissions (‘GHG’) statement
In line with the Companies Act 2006 (2013 Regulations) and the Streamlined Energy and Carbon Reporting (‘SECR’) requirement, Town
Centre Securities PLC (‘TCS’) is disclosing its annual global greenhouse gas (‘GHG’) emissions. We are required to report the Company’s
emissions of carbon dioxide equivalence (‘CO
2
e’), a CO
2
e intensity value, and our consumption of energy in the UK. The methodologies and
processes used to calculate these emissions are also disclosed.
TCS has addressed environmental impacts through a number of measures and processes, primarily within the Merrion Centre and its ive-
year sustainability plan, as detailed earlier in the Responsible business section of this Strategic Report.
The table below includes emissions for the consumption and combustion of fuel (Scope 1), of purchased electricity (Scope 2), and the electricity
and gas consumption arising from the transporting of energy from where it is generated (Scope 3) to the premises and other assets operated
by TCS. TCS has a leet of 15 vehicles (ive of which are electric and three are petrol/electric hybrid cars) which is the sum of the Company’s
Scope 1 GHG emissions. Scope 2 emissions are made up of electricity consumed at TCS’s head office and for part of the current year, by its
recently opened London office. All of TCS’s operations are in the UK, therefore all values below are both Group totals and UK totals.
2024 2023 Unit
ENERGY CONSUMPTION (ALL UK-BASED)
1
Transport fuel 274,907 175,066 Kilowatt hours of energy used
Electricity 115,092 109,223 Kilowatt hours of energy used
TOTAL 389,999 284,289 Kilowatt hours of energy used
2024 2023 Unit
CO
2
E EMISSIONS (ALL UK-BASED)
1
Scope 1
2
65.52 40.68 Tonnes of CO
2
e
Scope 2
3
25.18 23.40 Tonnes of CO
2
e
Scope 3
4
25.15 18.76 Tonnes of CO
2
e
TOTAL 115.85 82.84 Tonnes of CO
2
e
2024 2023 Unit
CARBON INTENSITY
Reference 1: Area 671 671 Sq m (office area for Group)
Reference 2: Employee 30 30 Employees (FTE)
Reference 3: Gross revenue (£’000) 28,983 27,6 31 Gross revenue (excl. service charge income)
CO
2
e by area
1
0.17 0.12 Tonnes CO
2
e per m
2
CO
2
e by employee
1
3.74 2.76 Tonnes CO
2
e per employee (FTE)
CO
2
e by £’000 of Gross revenue 0.0040 0.0030 Tonnes CO
2
e per Gross Revenue (‘000)
1 All of the Group’s operations are UK-based. In previous years all CO
2
emissions were based on kg of CO
2
as opposed to tonnes of CO
2
. All prior-year comparatives have been
restated to relect tonnes of CO
2
.
2 Scope 1 emissions are traditionally emitted from fuel combustion in either buildings or Company leased/owned vehicles.
3 Scope 2 emissions are derived from electricity consumption at TCS’s office and by the electric vehicles within their Company car leet.
4 Scope 3 emissions are derived from the transporting of energy from where it is generated, to either TCS’s office or to the Company’s car leet. Scope 3 also includes, where
relevant, emissions from personal or privately hired vehicles used for Company business.
METHODOLOGY AND SCOPE
Carbon dioxide equivalence (‘CO
2
e’) emission data have been
collected, calculated, consolidated and analysed following the
GHG Protocol (Corporate Accounting & Reporting Standard)
following the ‘operational control’ approach. The Company was
responsible for the internal management controls governing the
data collection process and any estimations or extrapolations. An
external consultant was responsible for the data aggregation, GHG
calculations, and the emissions statements. GHG emissions were
calculated according to the Greenhouse Gas Protocol Corporate
Greenhouse Gas Accounting and Reporting Standard. Emission
factors of supplied electricity for locations and vehicle charging
(both GHG emissions and energy use based on vehicle mileage)
were sourced from the UK Government GHG Conversion Factors
for Company Reporting 2020 (DEFRA agency) – this represents
the annual average CO
2
e emissions of the UK’s electricity grid. The
boundary for reporting includes assets (in the case of TCS these
are offices and Company-owned/leased vehicles) that are operated
by the Group and does not include the energy and emissions
of building tenants who lease property from TCS, nor does it
include the communal areas of the Group’s properties; tenants
are responsible for reporting their GHG emissions under their own
Scope 2 disclosures. Energy consumption values for offices, and
their corresponding GHG emissions, are based on values provided
by utility suppliers eg electricity or natural gas bills. Company
vehicle mileage is based on the actual vehicle mileage for all of
the Company’s leet and is used as the basis for calculating energy
consumption and emissions from fuel and electric charging.
Responsible Business continued
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Responsible Business continued
TCFD
TASK FORCE ON CLIMATE-
RELATED DISCLOSURES
Throughout the year to June 2024, we
have continued to develop and implement
our strategy and actions to address
climate change. The Board recognises
the relevance of climate change to our
business and the importance of clear
disclosures for climate-related matters.
As we stated last year, we know that our
climate-related strategy to protect the
business and enhance the resilience of
our assets is not a simple and quick
process. At the same time, we believe in
implementing actions that are also in line
with our overall corporate strategy and
take into account the resources available
to the Company. The Board intends
to decarbonise the Company’s assets
in line within the timeframe of the UK
Government’s 2050 ambition. As part of
this, we are now taking steps to increase
our Scope 3 emissions coverage and to
model our net zero pathway, which we
will publish in next year’s report. During
the year our asset portfolio has remained
largely unchanged apart from the
acquisition of one car park. We review our
risk and opportunity exposure from climate
change twice a year and have assessed
that this exposure remains unchanged
year-on-year. We are aware that there
is further work to do in how we embed
climate change throughout our business
and these actions are covered in our
TCFDdisclosure.
Our report this year remains in accordance
with UKLR 6.6.6(8). We have provided detail
on the 11 speciic TCFD requirements and
the actions we are taking to achieve full
compliance with the TCFD recommended
disclosures in a table on pages 48–49.
We have concluded that we are in full
compliance with the governance and
risk management sections, as well as
Part A of the strategy recommendations.
Theremaining requirements are considered
to be partial compliance.
Highlights of the actions we have taken during the year are outlined in the table below:
Published formal terms
of reference for the
SCC Committee
Set a target to be carbon
neutral for our Scope 1 and
2 emissions in the next
twoyears
Implemented a ‘traffic light’
system to better understand
and monitor our risk exposure
and opportunities
Started to implement
a tenant engagement
programme on climate-
related issues
Started to review the actions
required to achieve net zero in
line with the UK Government
target of 2050, or earlier
Improved percentage of
EPC ratings A & B within
theportfolio
The disclosures have all been based on the four pillars of the TCFD framework:
• Governance
• Strategy
• Risk management
• Metrics and targets
Governance
The Board is ultimately responsible for overseeing all activities, including those that relate
to climate change and sustainability. The following diagram summarises the informing
and reporting structure of the Company, with regards to climate-related matters:
Strategy
The following table provides a summary of the risks and opportunities identiied by the SCC Committee and the Board. These have been
reviewed twice during the year and remain unchanged. While we have already assessed the material impact of looding across our two
main centres – Leeds and Manchester – it is our intention to review risks and opportunities based against tailored physical and transition
climate scenarios during the current year. In line with TCFD recommendations, these risks and opportunities are monitored across multiple
time horizons. These are aligned with our wider business planning and investment horizon:
• Short term – Short term – up to three years to identify any critical and immediate works required on our existing portfolio.
• Medium term – from three to ten years to accommodate development plans or any significant redevelopment works.
• Long term – beyond ten years to be aligned with the Company’s longer-term net zero pathway.
CLIMATE-
RELATED RISKS DESCRIPTION IMPACT AND MITIGATING FACTORS
SHORT
TERM
MEDIUM
TERM
LONG
TERM
Physical
Flooding Exposure to lood risk from
extreme weather events.
Losses from assets located in high-risk zones,
primarily cost of repairing assets and business
interruption. Actual percentage of portfolio in Flood
Risk Zone 3 – less than 4% and relates solely to
development sites, where further lood mitigation
will form part of the underlying development.
Temperature
rises (+1.5ºC,
+2ºC and +4ºC)
Change in tenant requirements
regarding offices, especially if they
are themselves committing to net
zero targets.
Increased construction costs for new developments,
although this is mitigated by the additional
rental income derived from ‘best in class’
environmentalbuildings.
Increased risk of ‘breakdowns’ to key
elements of plant and machinery, for
example, air conditioning units.
Cost of repairing assets and business interruption.
Continual maintenance plan to mitigate signiicant
one-off costs and further speciic buildings phased
redevelopment plans, for example the current
phased HVAC upgrading of Town Centre House,
theMerrion Centre.
The Sustainability and Climate Change
Committee (‘SCC Committee’), which was
formed in 2022, includes two executive
members of the Board and members of
the senior management team and meets
formally at least twice every year. It is
chaired by Stewart MacNeill, Group Finance
Director with responsibility for reporting
to the Board after each biannual formal
meeting. The key aim of the Committee
is to continue to develop the Company’s
sustainability strategy and decarbonisation
targets for discussion and approval by
the Board and then inform the different
business segment management teams
for implementation. In addition, the SCC
Committee is also responsible for reporting
to the Group Audit Committee on both
climate-related risks, which are included in
the Company’s six-monthly risk report, and
disclosures. Theseare then reviewed by the
Audit Committee and approved by theBoard.
A summary of the risk report and the climate-
related disclosures are included in the
Financial Statements on pages 50 and 54.
As part of our approach to embedding
climate-related issues and the related cost
implications into our business processes,
we now incorporate environmental and
energy audits into the due diligence
process for both refurbishments and
potential new acquisitions, which
are presented and discussed at both
propertyreview board meetings and
Boardmeetings prior to any approvals.
Governance – during the year
Formal terms of reference of the SCC
Committee were agreed and adopted
during the year and are available on our
website at tcs-plc.co.uk/investors.
To support the development of our
climate strategy and actions, we have
engaged a specialist ESG consultancy
who are supporting members of the SCC
Committee. This has involved a series of
workshops to review the actions taken
within the business and to help us develop
an ESG strategy which takes into account
climate-related risks and opportunities
identiied to date and outlines possible
actions going forward. While we start to
model our net zero pathway, we plan to
be carbon neutral for our Scope 1 and 2
emissions during the next two years.
Informing Strategy
Direct Reporting
The Board of Town Centre Securities PLC
SCCC member representation at all meetings
Group Audit
Committee
Property Review
Board
(monthly)
CitiPark Management
meeting
(monthly)
Hotel Management
meeting
(monthly)
Sustainability and Climate Change
Committee (‘SCCC’)
(twice yearly)
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CLIMATE-
RELATED RISKS DESCRIPTION IMPACT AND MITIGATING FACTORS
SHORT
TERM
MEDIUM
TERM
LONG
TERM
Transition
Regulations
and standards
Evolving policies designed to ensure
that the UK meets its 2050 net zero
carbon commitment.
Cost of upgrading assets to a minimum ‘B’ rating by
2030 – current estimate £16.8m – detailed review
every six months. Constructive and regular tenant
engagement is critical to ensuring our buildings are well
prepared for future legislation and our own ESG targets.
Regulations
and standards
(emerging risk)
Cost of Carbon. Any future legislation to introduce carbon taxation/
pricing could have a material impact on our business
in the medium to long term. While we continue to
collect Scope 3 emissions data, we will take advice on
how best to ensure that a theoretical cost of carbon is
factored in to our decision-making process.
Reputation Targets and benchmarks are set that
are either unrealistic or trivial.
Reputational risk if milestones are not met or the
metrics do not show improving trends. We aim to be
transparent and honest about our targets, our activities
and how we are performing. Our aim is to achieve
these targets and provide comfort that the company
is committed to improving environmental standards.
The inancial implications of reputational risk would
primarily be around the demand from potential tenants
and the impact on estimated rental values alongside
the cost of further third party borrowings.
Market Increased operating costs in
particular with regard to both energy
and water costs. Energy costs are
also volatile with unexpected and
abrupt changes.
Increased costs to impact the business directly and
the affordability of rent indirectly for tenants, leading
to potential tenant defaults or lower ERVs. Our tenant
engagement programme will be key to helping
mitigate this cost.
CLIMATE-RELATED
OPPORTUNITIES
Transition
Resource
efficiency
Increasing awareness of climate-
related issues is helping with the
take-up of energy and water-
efficient solutions, including LED
lighting, retroitting buildings
andelectricvehicles.
Ongoing cost reductions for both the business and
its tenants. Collaboration with our tenants is key to
mitigating this: our ongoing tenant engagement
programme, looking at waste recycling, GHG
emissions and Building efficiencies/EPC are our
primary actions.
Products
and services
Expansion of both the CitiCharge
APP and the number of EV charging
stations across the Group’s portfolio.
Helping to generate a more diverse set of income
streams for the Car Parking business, whilst
promoting electric vehicles nationwide.
Further technological innovation, with
a new barrierless and ANPR-based car
park management system, reducing
both the requirement for paper tickets
whilst also reducing the idling time
on entry and exit of the car parks.
Reduce the carbon footprint of our car parks
andfacilitating the reduction of emissions by
ourcustomers.
Developing ‘best in class’ new energy
efficient buildings to generate more
secure future income streams,
whether this is an office building
or a new multi-storey car park with
the capability of 100% EV charging
parking spaces.
Ability to generate a rental premium, especially
for BREEAM ‘Outstanding’ space, and also faster
rates of letting. Strengthening of the environmental
credentials of our portfolio.
Markets New inancing/green loans for energy-
efficient buildings. Especially in light
of the Company’s development
aspirations at both Whitehall
Riversideand Piccadilly Basin.
Reduced inance costs.
With 89% of the Company’s property
portfolio being in Leeds and Manchester,
two cities that have similar proiles
(both historically and economically),
wehave notbroken down our strategy
bygeographical area.
By identifying these risks and communicating
them to the Board on a six-monthly basis, the
Company is in a position to react and update
the strategy accordingly.
Strategy – during the year
The key elements and actions undertaken
in relation to this strategy during the year,
broken down into the three operational
segments, can be summarised as follows:
Property rental
• Prioritising properties with EPC ratings of D
or lower and developing and implementing
individual ‘energy efficiency plans’ to
improve these ratings. During the year,
our estimate of the capital expenditure
required to bring the portfolio in line
with an EPC rating of B by 2030 reduced
from £19.3m to £16.8m. This reduction
in our estimate can be attributed to two
units totalling over 72,000 sq ft achieving
an EPC re-rating during the year to B
or better. Capital expenditure to meet
our EPC target is incorporated into the
annual cash and investment projections
of the Company. A capital investment of
£2m has been allocated for 2024/25 and
we anticipate that this annual allocation
will increase the nearer we get to 2030
in order to meet EPC targets and as we
develop our pathway to net zero. This will
be updated on an annual basis.
• Designing and developing ‘best in class’
energy-efficient buildings.
• Increasing electric and hybrid vehicles
in our fleet, whilst encouraging staff to
convert to electric vehicles through our
‘love electric’ salary sacrifice scheme.
• Improving the lighting used within the
estate including a phased conversion
toLED.
• Investigating the potential opportunities
for expanding our photo-voltaic generation
capability through the installation of
further solar farms across the roofs and
flatsurfaces of our portfolio.
Car park activities
• Installing barrierless parking equipment
and ANPR cameras.
• Increasing electric and hybrid vehicles
into our fleet.
• Increasing the usage of both the CitiPark
and CitiCharge apps.
• Expanding the network of EV chargers
within our car parks and those that
we have an existing arrangement
with(forexample provision of
enforcement services).
Hotel operations
• Improving energy efficiency within
thehotel.
Risk management
Climate-related risks are speciically
identiied in the Company’s risk register
and are set out in our risk report on page
54. The SCC Committee reviews and
assesses the climate-related risks at each
meeting in order to ensure that all risks
have been identiied and that they have
been assigned an appropriate level of
importance. Management of these risks is
then undertaken by the property investment
and estates management teams, together
with input where necessary from external
advisers, including insurance brokers and
lood-risk assessors.
Exposure to extreme weather events is not
seen as a high risk, with the Company’s
portfolio located outside of areas at risk of
serious looding and not at risk of sea-
level rises. The Company does operate
two subterranean multi-storey car parks
in London but both have signiicant ‘lood’
storage chambers with pumps to combat
surface rainwater collecting in them.
The concept of ‘always doing the right
thing’ has been part of the ethos of the
Company since its inception. As a Board
we are very much aware that tenants are
putting environmental considerations at
the forefront of their decision-making; it
is not now just about the rental value.
As part of our actions to address climate-
related issues, during the year we agreed
to formalise our tenant engagement
programme to irstly better understand
their own climate-related ambitions
and to identify and prioritise areas
forcollaboration.
In designing new buildings, a key tenet
of our development plans is to be
sympathetic to the existing surroundings,
whilst safeguarding them for future
generations. This approach is highlighted
in our Whitehall Riverside development.
With increasing focus on biodiversity and
nature, we are irmly of the belief that such
a development will be warmly received by
potential tenants willing to pay premium
rents for sustainably designed buildings.
Risk management – during the year
We have now implemented a ‘traffic
light’ system, that grades every risk and
opportunity both for probability and impact.
This system has highlighted the only key
material risk for the Company to be around
the requirement for a minimum EPC rating
of ‘B’ before 2030.
We have started to look at how we could
model a range of internal carbon prices and
the impacts, if any, these would have on our
strategy and decision-making. This will be a
long-term programme and will form one of
the key considerations within our pathway
to net zero.
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Metrics and target
TCS reports annually on its Scope 1, 2 and 3 GHG emissions, the electricity generated from its three solar farms and certain waste and
recycling metrics from the Merrion Centre. The Company’s website also includes details around the EPC certiicated values for the portfolio
with all new buildings targeting EPC B or greater.
At the time of writing, the EPC rating across the Company’s portfolio breaks down as follows:
EPC Rating A B C D E F G Total
Percentage of portfolio 5% 34% 28% 19% 13% 1% 0% 100%
In addition, the key new initiatives and sustainability projects undertaken in the Merrion Centre are reported within the Responsible
Business section of this Annual Report. The Merrion Centre acts as an innovation centre, where successful initiatives are then rolled out
across the rest of the TCS portfolio.
During the year the SCC Committee met to discuss the current metrics reported on and agreed that a further metric around electricity
generated from our solar farms should be included. There were no other changes proposed to the metrics and targets.
The following table summarises the performance of the Company in the year:
Category Metric FY24 FY23 Target Actual Target met?
Energy consumption
and efficiency
Total kilowatt hours
of energy used
389,999 284,289 5% reduction
year-on-year
37% increase
GHG emissions Tonnes CO
2
by £’000
of Gross revenue
0.004 0.003 5% reduction
year-on-year
32% increase
Energy generation kwh of solar PV generation 189,159 182,106 5% increase
year-on-year
4%
Waste management Waste diverted from landill 100% 100% Maintain 100% Maintained
Percentage of waste recycled 51% 52% 5% increase
year-on-year
2% reduction
Carbon footprint of
new developments
Embodied carbon footprint per sq ft n/a n/a 5% reduction
year-on-year
Building efficiency Percentage of portfolio EPC A or B 39.2% 33.4% 5% increase
year-on-year
17%
Estimate of cost to bring portfolio
to EPC B or better
£16.8m £19.3m n/a
Sustainable
transportation
Average number of EV Charging bays
in operation at the end of the year
61 51 25% increase
year-on-year
20%
Number of fully electric vehicles
operated by the Company
5 4 n/a
Number of employees in EV salary
sacriice scheme
3 3 n/a
Physical risk Percentage of portfolio in a Flood
risk Zone 3 area
3.7% 2.2% n/a
1 No new developments completed in the year.
2 Speciically excludes listed buildings and properties held for redevelopment.
Responsible Business continued
NoYes
Clearly we are disappointed to have only
achieved two of our targets, although it is
important to recognise the improvement
in EPC B rating or percentage of target
achieved, which has been identiied as
one of our key risks. Increased interaction
with our tenants and other stakeholders
around climate-related issues is going to
be a priority for the coming year, with a
collaborative approach to both improving
the EPC ratings of individual units but
also the collection of emissions data,
with a viewto including these in our GHG
emissions data. The irst phase of this
process will target our 20 largest tenants
(in terms of rent) – this covers over 70% of
the entire rental income of the Company.
We will be reporting on this in our Annual
Report nextyear.
Our emissions have shown signiicant
increases in the year. As can be seen in our
SECR reporting on page 40 the increase is
in relation to transport fuels and is a direct
result of business development and the
continued growth of both the enforcement
barriers and electric vehicle charging arms
of the car park business. The distance
travelled by our leet has increased by 37%
in the year, however this translates into only
a 17% increase in revenue in these two arms
of our car park business. We will continue
to monitor this, with a view to converting
all fossil fuel vans and vehicles to electric
atthe time of next replacement.
At present TCFD metrics are not formally
incorporated into the remuneration
policy of either the Executive Directors or
management. However, the Remuneration
Committee is looking into a proposal
where the overall performance against
targets is included in the assessment of
any Executive Director bonuses paid in
future periods. As part of this proposal,
we may review our range of performance
targets and identify those which are most
material to the Company in terms of impact
andperformance.
For the next year, the SCC Committee will
be speciically targeting improvements
on the following metrics, along with the
development of the Company’s pathway
tonet zero:
• Increased percentage of portfolio EPC
A or B
• Scope 1 and 2 emissions reduction
• Increased Scope 3 emissions coverage
• Increase in PV Coverage
This will involve signiicant engagement
with our existing tenants.
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Responsible Business continued
Governance
DISCLOSURE COMPLIANCE
a) Describe the Board’s
oversight of climate-
related risks and
opportunities
F
The Company established a Sustainability and Climate Change (‘SCC’) Committee in 2022. The
two key responsibilities of this Committee are to focus on the Company’s developing carbon
neutrality plan and net-zero strategy and to implement and report on the TCFD framework. The
Board assumes overall responsibility and accountability for the management of climate-related
risks and opportunities. An important part of the Board’s oversight of climate-related risks and
opportunities lies with the SCC Committee. During the year formal terms of reference for the
Committee have been agreed and adopted. Following this the Board believe they are fully
compliant with the related part of the TCFD disclosure requirements.
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities
F
Management has undertaken a review of the Company’s risk management approach and climate-
related issues have been integrated into the core risk management process as a principal risk.
As above, the formal terms of reference of the SCC Committee have been agreed and adopted.
Following this the Board believe they are fully compliant with the related part of the TCFD
disclosure requirements.
Risk management
DISCLOSURE COMPLIANCE
a) Describe the
organisation’s processes
for identifying and
assessing and managing
climate-related risks
F
The Company has formed a Sustainability and Climate Change Committee to identify, assess and
manage climate-related risks which reports through to the Board. This Committee will continue to
meet and will lead on the Company’s thinking and planning re: its decarbonisation planning.
b) Describe the
organisation’s processes
for managing climate-
related risks
F
The Company considers and assesses climate-related risks and opportunities through the
Sustainability and Climate Change Committee and the Board. A ‘Traffic Light’ system has now
been incorporated into the schedule of risks and opportunities to highlight material and/or urgent
risks. Following the implementation of this the Board believe they are fully compliant with the
related part of the TCFD disclosure requirements
c) Describe how processes
for identifying, assessing
and managing climate
risks are integrated in to
the Company’s overall
riskmanagement
F
Following their identiication two years ago as an emerging risk, climate-related risks are now
a principal business risk. These risks are identiied, assessed, managed and monitored by the
Sustainability and Climate Change Committee with recommendations made to the Board.
KEY
COMPLIANCE
F
Full
P
Partial
Strategy
DISCLOSURE COMPLIANCE
a) Describe the climate-
related risks and
opportunities the
organisation has
identiied over the short,
medium, and long term
F
The short and medium-term risks identiied include increased risk of the breakdown
of machinery; unattractiveness of buildings to potential occupiers due to poor carbon
performance; and increased regulatory and policy measures. The opportunities identiied
include: improved commercial opportunities of owning assets which are energy efficient;
increasing revenue streams from EV charging and the possibility of securing more competitive
inancing. Further details of the risks and opportunities has been set out on the risks and
opportunities table on page54.
The Board and SCC Committee have performed a review of the material climate-related
risks and opportunities and, following the adoption of formal terms of reference and
the implementation of the ‘traffic light’ system, have assessed full compliance with the
requirementsof the disclosures.
b) Describe the impact of
climate-related risks
and opportunities
on the organisation’s
businesses, strategy
andinancialplanning
P
Climate-related risks have been integrated within the Company’s Principal Risks as set out on page
54. Climate and energy performance have been fully integrated into both the development and
asset management decision-making process, however with only one investment acquisition in
the year and no signiicant developments undertaken, this process has not been fully tested. As
a result the Board has assessed partial compliance with the requirements of the disclosure. Full
compliance is expected to be achieved as the Company undertakes development in the coming
years, where it is expected that these processes will inform the Company further on the impact of
climate-related risks and opportunities on thebusiness.
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related scenarios,
including a 2°C or
lowerscenario
P
The Company’s assets are exclusively located across the UK in well-connected regional transport
hubs, predominantly Leeds and Manchester. The Company is continually reviewing its exposure to
climate-related risks and the inherent uncertainty around the medium and long-term time frames;
for this reason it is deemed to be partially compliant. Under a 2°C scenario, the Company’s
strategy is considered resilient, bearing in mind the physical locations of its assets and the
development opportunities offered. A more detailed review of each individual property and the
resilience of the plant and machinery will be undertaken over the next 12 months. This will be
reported back to the SCC Committee and ultimately the Board, at which 12 the Board expect to
reconsider its compliance with this part of the TCFD disclosure requirements.
Metrics and targets
DISCLOSURE COMPLIANCE
a) Disclose the metrics
used by the organisation
to assess climate-
related risks and
opportunities in line
with its strategy and risk
managementprocesses
F
GHG emissions and energy consumption, are disclosed in a separate dedicated section of
the Annual Report including Scopes 1, 2 & 3 (selected) and are aligned to the Greenhouse Gas
Protocol Corporate Standard and DEFRA Environmental Reporting Guidelines.
The other metrics used by the Company to assess climate-related risks and opportunities are
disclosed in the table on page 46.
Over the next 12 months the Company will be engaging initially with it’s top 20 tenants
(representing over 75% of rental income) in relation to both widening the collection of Scope
3 emissions data and agreeing a collaborative approach to improving the environmental
credentials of the individual units. This process will then be extended to all tenants in
the following 12 months. Following the successful completion of this programme full
complianceisexpected.
b) Describe Scope 1, Scope
2 and if appropriate,
Scope 3 greenhouse gas
(‘GHG’) emissions, and
the relatedrisks
F
GHG emissions are disclosed in the Annual Report and are aligned to the Greenhouse Gas
Protocol Corporate Standard. The related potential risks can be viewed on pages 43–44.
During 2024/25, we will aim to increase our collection of Scope 3 emissions, initially with the
Company’s top 20 tenants, but ultimately across the whole portfolio. Following the successful
completion of this programme full compliance is expected.
c) Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
againsttargets
F
We continue to develop our metrics and targets and by next year we are looking to be compliant
in this area.
In addition to the ongoing metrics and targets set out on page 46, we have speciic targets for
any new development, these are highlighted in our S172 statement on page 33.
TCFD’s
recommended
disclosures
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Risk Report
Protecting value by identifying and
managing our principal and emerging
risks is an integral part of our operations.
Risk management
We take risk management very seriously, such that reference to,
and consideration of, key risks form part of the day-to-day workings
of the Company. Whilst we recognise that a level of risk-taking is
inherent within the running of a commercial enterprise, we work to
ensure that risk assessment and mitigation is central to business
planning and decision-making.
The business has a number of formal meetings during the year
where risk assessment is a core element of the agenda. We pay
particular attention to new and emerging risks, in order to ensure
we put in place actions which attempt to remove or reduce risk
before it occurs. We use our formal meeting structures to identify
emerging risks, as well as highlighting existing risks. These
meetings include but are not limited to:
Annual Strategy Review
Begins with a review of key risks facing the business and a review of
how the strategy will best mitigate those risks.
Bi-annual Audit Committee
Undertakes a formal review of the risk register and mitigating
actionplans.
Quarterly IT & Data Governance Committee
This committee of senior management reviews IT and data speciic
risks and ensures that key risks are understood and managed. This
includes a review of adherence to the GDPR regulations.
Monthly Board meetings
Each meeting includes a review of inancial performance, debt
levels and banking covenants, an IT update, and a review of the
papers and actions from the Property Review Group (see below).
Monthly Property Review Group
A meeting of the Executive Board and senior Property and Finance
management, tasked at undertaking a review of the Property
Portfolio. This includes occupancy levels, tenancy changes,
adherence to payment terms and bad debt levels, and Health
andSafety and IT-related matters.
Monthly CitiPark Board meeting
A meeting of the Executive Board and senior CitiPark, Property,
and Finance management, tasked at reviewing the performance of
the CitiPark business, including key risks and areas such as IT and
Health and Safety.
Joint Venture Board meetings
Formal Board structures and quarterly Board meetings are in place
for the Company’s joint venture investment, Merrion House LLP.
Bi-annual Sustainability and Climate Change Committee
Development of the Company’s sustainability strategy including
both the identiication and assessment of environmental and
socialrisks.
Our Principal Risk Register is summarised as follows:
RISK LIKELIHOOD IMPACT CHANGE FROM FY23
Macroeconomic Economic and political outlook High Medium No change
Corporate Strategy Low High No change
People Low High No change
Systems, process and inancial management Medium High No change
GDPR Medium High No change
Regulatory and tax framework Low High No change
Major incident/business disruption Medium High No change
Property Investment risk Medium Low No change
Development risk High High No change
Valuation risk Medium Medium No change
Tenant and sector risk High Medium No change
Climate change risk Medium Low No change
Financing Capital and inancial risk Low High No change
Cost of debt High Medium No change
Financial covenant compliance Low Low No change
Macroeconomic risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
ECONOMIC AND
POLITICAL OUTLOOK
A broad economic downturn,
following Brexit, the lasting
impact of COVID-19 and more
recently geopolitical unrest,
the cost-of-living crisis and
the energy crisis or broader
cyclical reasons could result
in tenant failures, falling asset
values, rising debt costs, or
less debt availability and will
in all likelihood have lasting
economic effect.
H M
An economic downturn at some point in the cycle is inevitable.
TCS would not escape the impact of an economic downturn,
however speciic mitigating factors for TCS include:
• Rents paid in advance.
• High levels of occupancy and a long history of ensuring on-time
payment by tenants.
• A reduced level of retail exposure, with much of the remaining
portfolio focused on discount and convenience retailing.
• Avoidance of speculative developments.
• Concentrated portfolio of car parks in highly
sought-after locations.
• Revolving credit facilities ranging from ten months to two years
in length, with signiicant headroom. These are paired with two
long-term ixed interest inance arrangements that account for
87.5% of our debt at 30 June 2024 (ignoring inance leases).
Corporate risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
STRATEGY
The Company’s strategy could
be inappropriate for the current
stage of the property cycle and
the economic climate, resulting
in lower proits and therefore
a pressure on dividend and
shareholder return. This risk
has been exacerbated by the
recent economic challenges
effecting the entire country
which will change people’s
and irms’ attitudes towards
property usage.
L H
The Board undertakes regular reviews of the strategy and believe
the following helps to mitigate risk:
• All key decisions are reviewed and approved at Board-level.
• The strategy of developing diverse multi-use sites and lowering
exposure to retail remains appropriate.
• The strategy to sell retail and leisure assets has resulted in these
assets now representing only 30% of the portfolio.
• The experience and expertise of the team, particularly in
relation to the property markets of Leeds and Manchester.
• The presence of the Ziff Concert Party ensures a strong
alignment of management and shareholder aims.
PEOPLE
The inability to attract and
retain high calibre staff,
affecting the ongoing success
of the Company.
L H
The Company beneits from the long service of a number of key
individuals, including family members of the Concert Party, which
helps guarantee stability. In addition:
• Base salary packages are kept competitive within the market.
• The Remuneration Committee reviews succession plans and pay
levels annually.
• New recent appointments demonstrate the attractiveness of the
business to new recruits at all levels.
• A history of conservative inancial management combined
with the development opportunities of the business make
theCompany attractive to new recruits, highlighted by
recentappointments.
KEY
Likelihood
H
High
M
Medium
L
Low
Impact
H
High
M
Medium
L
Low
Change from FY2023
Improving No change Worsening
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Risk Report continued
Corporate risks continued
RISK LIKELIHOOD IMPACT MITIGATION TREND
SYSTEMS,
PROCESSES
AND FINANCIAL
MANAGEMENT
Weak controls, putting at
risk the protection of the
Company’s assets and ability to
deliver on its strategy, resulting
in inancial loss, fraud, and
suboptimal returns. Risk to
data and systems as a result
ofcyber-attacks.
M H
The Company has a strong culture of safeguarding assets,
being conservative in its approach, and using professional
experts to ensure risk levels are restricted and are as low as
reasonablypossible:
• IT systems are supported in-house, with key services having been
moved to the cloud.
• Horizon is our combined property and accounting IT solution
and ensures we remain well controlled in this respect. This was
upgraded a few years ago and resides in the cloud, further
safeguarding business continuity.
• Financial processes relating to cash are tight, robust, and
reviewed regularly. Clear and separated authorisation processes
are in place and robustly adhered to.
• Insurance policies are fully in place to safeguard assets.
• Staff are trained in all aspects of cyber-security and penetration,
and phishing tests are carried out to test for weaknesses.
• A summary of the internal inancial control review processes can
be found in the Audit Committee Report of the Annual Report.
• IT/change management protocols – the change management
process has been updated to include a formal log detailing
all software upgrades, including the purpose and testing
ofallupdates.
• Internal Audit function is engaged to perform two reviews per
year, reporting directly back to the Audit Committee.
GDPR
Financial and reputational
risk arising from a breach of
GDPR regulations, potentially
resulting in ines and damage
to customer trust.
M H
Given the nature of the business, we do not hold signiicant
amounts of customer data, with the CitiPark business our
highest risk area. That said, the Company has taken seriously
the requirements of the legislation and has implemented a
detailed action plan that has been reviewed at Board level.
Keyaspectsinclude:
• Updated all privacy-related statements and policies.
• Trained all staff on their own and the Company’s responsibilities.
This is a rolling programme of two to three electronic training
courses a year.
• IT & Data Governance Committee in place, meeting quarterly, to
oversee all aspects of GDPR and wider cyber-security.
REGULATORY AND
TAXFRAMEWORK
Non-compliance with tax, legal,
or regulatory obligations could
result in inancial penalties,
reputational damage, and
higher levels of cost.
L H
The Company takes its legal responsibilities seriously. Matters are
reviewed regularly at Board and Audit Committee-level, and the
Company makes use of third-party professional services to ensure
compliance. Actions include:
• Regulatory and corporate compliance matters are typically
referred to one or both of the Company’s brokers and if
necessary the Company’s legal advisor.
• PWC are engaged as the Company’s tax advisors and are tasked
with ensuring we remain compliant in all aspects of tax.
• The Corporate and Criminal Offences legislation (‘CCO’) is a key
consideration and a workshop has been held to ensure risks and
mitigating actions are clearly understood.
RISK LIKELIHOOD IMPACT MITIGATION TREND
MAJOR INCIDENT AND
BUSINESS DISRUPTION
Cost and business down-time
as a result of a major incident.
This risk is primarily associated
with the Merrion Centre,
due to its importance to the
portfolio and as the location
ofCompany’s head office.
M H
The provision of insurance across the portfolio is the main
mitigation to this risk, with policies in place to protect income as
a result of disruption. In terms of disruption to the head office the
following actions are in place:
• All personnel either have laptops or have technology at home
which enables remote working.
• Our geographical focus in Leeds and Manchester enables
a hands-on approach with the majority of our properties
andtenants.
• Back-up procedures are in place to ensure minimal loss of data in
the event of damage to IT hardware.
• Horizon and email (Microsoft 365) are both cloud based
technology signiicantly improving business continuity.
Property risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
INVESTMENT RISK
New investment opportunities
cannot be sourced at
economical prices.
M L
The Company has clear plans in place to minimise the impact of
this risk, including:
• The Company typically targets assets of higher value than
sought by individual investors, but lower than many larger
property or overseas investors.
• The Company looks to build strong relationships with partners
to generate opportunities that can be exploited together. For
example, our Whitehall Riverside development in Leeds, which
has been brought forward to be developed in conjunction
withGlenbrook.
• The existing portfolio has enough development potential to
provide growth opportunities, even if asset purchase prices rise
and it is not viable to acquire new sites, for example the Group’s
development sites at both Piccadilly Basin, Manchester and
Whitehall Riverside, Leeds.
DEVELOPMENT RISK
Development projects may
exceed cost estimates and/or
newly developed properties
may fail to rent. The scale of
such projects means they
are of material size to the
Company. With the property
market in a state of lux in the
current climate any long-term
investment with signiicant
capital required represents
a heightened level of risk.
Build-cost inlation is currently
making previously viable
developments unviable.
H H
The Company has numerous actions in place to mitigate such
risks including:
• Build projects are generally contracted with third parties on a
ixed-cost basis.
• Where possible, the Company seeks to undertake a
development where there is a signiicant level of
pre-let commitments.
• Where that is not possible (eg. PRS residential investments), a
detailed market analysis will be undertaken, and the Company
will ensure that locations are in high demand and that target
rental levels are achievable.
• When in joint venture arrangements, formal Board structures
are created with at least quarterly meetings to review progress
and performance, and to ensure that all development risks are
being managed appropriately.
KEY
Likelihood
H
High
M
Medium
L
Low
Impact
H
High
M
Medium
L
Low
Change from FY2023
Improving No change Worsening
52 53
STRATEGIC REPORT
01
STRATEGIC REPORT
Town Centre Securities PLC
Annual Report and Accounts 2024
Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Risk Report continued
RISK LIKELIHOOD IMPACT MITIGATION TREND
VALUATION RISK
A material devaluation in
assets. This risk is particularly
high in relation to retail assets
due to the changing nature of
shopping habits; although the
improving retail sentiment is
modifying this risk, it is now
affecting it to office lettings,
with changing work habits
and the fact more people are
adopting a hybrid approach
being one of the key drivers.
M
M
The key mitigation to this risk is ensuring there is enough
headroom in terms of uncharged assets of undrawn, charged
facilities. Key actions include:
• Our bank facilities all have signiicant portfolios of property
secured against them, with material headroom on each. As at
the date of this report, total bank borrowings due for repayment
in the next year is £2.5m, an amount that could be entirely
reinanced with the Company’s existing £15m Handelsbanken
facility or £30m Lloyds facility – both of which do not fall for
renewal until June 2026.
• All three facilities allow charging of development and car park
assets, maximising our drawdown ability. In addition, the Lloyds
facility has removed any cap on such assets.
• Asset cover in the long-term debenture can drop from the
required 1.67x to 1.5x without triggering a covenant break.
• The Company recycles assets believed to be at greatest risk of
devaluation, and has continued with its disposal of retail assets.
TENANT AND SECTOR RISK
Individual tenant failures, or
exposure to a speciic sector.
This risk has been heightened
by the cost-of-living crisis,
inlation and increased interest
rates particularly on Retail and
Office tenants. Increased costs
for tenants, whether utility
or staff costs will affect the
affordability of rents.
H M
There have been an increasing number of CVAs and administrations
within the Retail sector. Furthermore due to the requirement for
many retail and leisure tenants to close for an extended period
during the COVID-19 crisis, their ability to pay rent and to remain
agoing concern is a risk. TCS are taking a number of actions:
• Since 2016 the Company has signiicantly reduced its exposure
to Retail and Leisure from 60% to 30% of value at June 2024.
• Now a mixed-use asset, the Merrion Centre now depends upon
Mall Retail for less than 25% of its income.
• We have a diversiied tenant base, and limited exposure to
individual tenants. Our top tenants are Leeds City Council, Step
Change, Pure Gym and Morrisons.
• CitiPark income helps further mitigate the reliance on speciic
property tenants.
CLIMATE CHANGE RISKS
The impact of climate change
will be felt across the entire
world, with extreme weather
events and increased average
temperatures a key factor over
the coming years. The risks
identiied will be both physical
and transitional. As well as
the physical risk to places, a
change in tenant requirements
and the wish for more and
more environmentally friendly
buildings will be more
prevalent which will lead to
even greater construction
costs. Average temperature
rises will also have an impact
on plant and machinery,
rendering them obsolete
quicker or involving additional
maintenance costs.
M L
The physical location of the Company’s assets, with the majority
in either Manchester or Leeds, are in places not at risk of severe
looding and with a substantial development pipeline, the
Company is able to ensure that new developments are both
sustainable and innovative:
• Continuous maintenance cycle with in-house teams ensure plant
and machinery are not susceptible to elongated breakdowns.
• Sustainability is at the heart of what we do with the Merrion
Centre acting as a test bed for the roll-out of future initiatives
across the entire portfolio.
• Evolving how buildings are constructed, with increased
ESG credentials, is seen more as an opportunity – with
prime occupiers willing to pay premium rents for the right
buildings,especially with more and more companies making
net-zero commitments.
Property risks continued Financing risks
RISK LIKELIHOOD IMPACT MITIGATION TREND
CAPITAL AND
FINANCIALRISK
The Company has insufficient
funds or lines of credit. With
property valuations decreasing,
this area of risk has increased,
however the asset sale
programme and repayment
ofborrowings has mitigated
this increase.
L H
The majority of mitigating actions are contained within the
Valuation risk category above. In addition:
• The Board reviews cash balances, forecast cash low, borrowing
levels and headroom on a monthly basis.
• The Company demonstrated during the last downturn the
strength of its conservative approach and long-standing
relationships with its banks.
• The Company has recently renewed both its existing Lloyds and
Handelsbanken facilities – these facilities expire at the end of
June 2026.
• Following the acquisition of the remaining half of the Belgravia
Living Group, the Company now consolidates a ‘ring-fenced’
long term facility that expires in January 2029.
• The Company’s policy of asset sales has enabled a reduction in
absolute debt levels. At today’s date the balance outstanding
on the Company’s revolving credit facilities is £13.75m.
COST OF DEBT
Rising debt costs.
H M
The following actions help mitigate the risk to the Company:
• At today’s date 87.5% of the Company’s debt is in the form of
ixed interest, long-term borrowings.
• The Board takes moving SONIA rates into account when
considering three-year budgets and affordability.
FINANCIAL COVENANT
COMPLIANCE
Breaching a inancial covenant
under one of the Group’s
debtfacilities.
M L
The following actions help mitigate the risk to the Company:
• The Company has a signiicant amount of income to
interest headroom on all of its bank facilities and also on
thedebenturefacility.
• The Company is in regular dialogue with all of its debt providers,
ensuring that if there are any potential future breaches, these
are discussed and appropriate courses of action are agreed
inadvance.
• The Company has £4m of assets currently unsecured under any
debt facility that could be added to the relevant security pool.
• The Company could cancel any underutilised proportion of the
facility, reducing non-utilisation interest.
KEY
Likelihood
H
High
M
Medium
L
Low
Impact
H
High
M
Medium
L
Low
Change from FY2023
Improving No change Worsening
54 55
STRATEGIC REPORT
01
STRATEGIC REPORT
Town Centre Securities PLC
Annual Report and Accounts 2024
Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Going concern
In making their assessment of the ability of
the Group to continue as a going concern
the Directors have considered the impact
of an economic downturn on the Group’s
forecasts including the effect on liquidity
and compliance with bank loan and
debenture covenants.
The Group owns a portfolio of multi-let
regional property assets located throughout
the UK, and operates car parking and
hotel businesses. The Group is funded
in part by a £82.4m debenture which is
due for repayment in 2031 and an asset-
speciic facility of £13.8m which is due for
repayment in 2029. In addition the business
has three bilateral Revolving Credit Facilities
(‘RCFs’) totalling £70m which, as at the year-
end, were due for repayment or renewal
between September 2025 and June 2026.
Each of the debt facilities is ring-fenced
within security sub-pools of assets charged
to the respective lender.
The Group has one bank facility falling
due for repayment in September 2025,
within the going concern period. This
facility has a one-year extension, which if
exercised will extend the repayment date
toSeptember2026.
As at the date of this report, the Group has
drawn in aggregate, under all three RCFs,
total borrowings of £13.75m.
One of the most critical judgements
for the Board is the loan to value (‘LTV’)
headroom in the Group’s debt facilities. This
is calculated as the maximum amount that
could be borrowed, taking into account
the properties secured to the funders and
the facilities in place. These covenants
range from 60% to 67.5% LTV. The total LTV
headroom at 30 June 2024 was £20.4m
(2023: £30.8m). Overall, the properties
secured under the Group’s debt facilities
would need to fall 26.0% in value before
this LTV headroom level was breached.
As at the date of this report the headroom
metrics and percentage fall have increased
to £23.5m and 28.3% respectively following
the post-balance sheet transactions
highlighted in this Financial Report.
In addition to the LTV covenants, the
Group’s debt facilities include income
cover covenants of between 100% for the
debenture and 175% on the three revolving
credit facilities and asset-speciic loan.
At the year-end the actual income cover
levels ranged from 239% (for the 100%
debenture covenant) up to 385% on the
Handelsbanken facility.
In order to assess the potential impact
of a future economic downturn on the
Group and its ability to continue as a going
concern, management have analysed the
portfolio’s tenant base, car parking and
hotel operations and produced forecasts
to 31 October 2025. These forecasts
relect management’s view of a worst case
scenario. Including assumptions that rent
receipts are materially lower than normally
experienced and that the car park and
hotel businesses recover over the forecast
period to a materially lower level than
expected. These scenarios include a base
case, downside case and then a more
extreme downside case to show the effect
a more signiicant downturn in the Group’s
performance would have on its funding
cash headroom and any of its inancial
covenants. In addition the Company
has performed a reverse stress exercise
whereby it has looked at each individual
facility and at how much of a downturn
(compared to the conservative base case
cashlows prepared by the Company) there
would need to be before any of the inancial
covenants are breached.
The Group’s forecasts, including the
various scenarios, show that both the
cash headroom igure is resilient and the
inancial covenant tests are met. Under the
base case the minimum cash headroom is
expected to be £20.7m, which compares to
a minimum of £18.9m under the downside
scenario. The signiicant downside case
applied a total discount of 6% to rental
income receipts and a 15% discount to
budgeted car park income levels. The cash
headroom in the Group did not go negative
in the period to June 2027 and none of the
other inancial covenants were breached.
The reverse stress test shows that the
inancial covenants are not breached
until either of the discounts applied in the
signiicant downside case are pushed even
further. This breach is forecast to occur in
Q1 of FY26 and last until Q2 of FY26 before
the position then improves.
The Group is currently experiencing
collection rates of over 99% of rent and
service charge income invoiced, and for the
irst two months of FY25 the car park and
hotel businesses are trading signiicantly
ahead of expectation, and this is expected
to continue.
The forecasts show that the Group has
sufficient resources to continue to operate
as a going concern for at least the period to
31 October 2025. Based on the forecasts,
including the mitigating options available
to the Group in the event of the occurrence
of the downside scenarios, the Directors
consider it appropriate to prepare these
inancial statements on the going-concern
basis. Further details on these forecasts and
the approach taken by the Directors is set
out in the viability statement section on the
next page.
Risk Report continued
Viability statement
In accordance with the requirements of
the UK Corporate Governance Code, the
Board have assessed the prospects of the
Company and future viability over a period
longer than the 12 months required by the
going-concern provision. This review has
been as part of a longer-term three-year
strategic planning exercise and three-year
budgeting process.
The Board’s review considered cash lows,
proitability, borrowing headroom and
other key inancial ratios, and required the
business to have clarity on its approach to
bank inancing over a longer period.
In taking this longer-term perspective,
the Board considers the risks covered
in this Risk Management review. In
particular the key risks identiied are:
• The potentially lasting effect of the
current economic downturn (cost-of-
living crisis, inflation and increasing
interest rates) on our assets, tenants,
Hotel operation, Car Parking operations,
and the wider economy.
• Further changes in the macroeconomic
environment affecting rental income
levels and property values.
• Changes in the level of tenant and sector
risk affecting occupancy levels and lettings.
• Changes in availability of capital,
affecting committed expenditure
andinvestment transactions.
The review considered a base case, a
sensitised ‘downside’ scenario and a more
drastic ‘signiicant downside’ scenario.
These scenarios included:
• A range of levels of rent receipts affecting
quarterly income up to the end of
June2027.
• A range of levels of car parking income
affecting profitability up to the end of
June 2027.
• A range of levels of hotel net income
affecting profitability up to the end of
June 2027.
• The effect on cash, borrowing levels,
facility headroom and income cover
covenants of all of the above.
Furthermore the Group carried out reverse
stress tests on each individual facility;
this was an exercise to see how far rental
receipts and car park income would need
to fall, before the Group ran out of either
cash headroom or breached any of its
banking covenants. The reductions in
both rental receipts and car park income
applied in this exercise were signiicantly
greater than that experienced by the
Group during the last ive years.
The results of the reverse stress test show
that the sensitivities occur between Q1 of
FY26 and Q2 of FY26 and are only temporary.
Aligned to our going-concern statement,
the greatest uncertainty and risk lies in
relation to our asset valuations and the
possibility of breaching bank and debenture
covenants and to possible breaches of
our income cover covenants. Clearly
there is still a risk, however this has been
signiicantly diminished with our disposal
programme of the last three years, the
repayment of borrowings and the ixed
interest borrowings of the Group, which
represent 87% of borrowings. It is however
likely that this reduced risk will continue
beyond the shorter-term future covered
bythe going-concern statement.
In reviewing these scenarios, the Board
have also considered the actions they
could take to mitigate any signiicant
downsides, especially in regard to
any potential breach of the Group’s
existing borrowing facilities and banking
covenants. The key actions being:
• The Group has £3.8m of properties that
are not currently secured under any of
our existing borrowing facilities – these
could be pledged as security and
increase borrowing headroom.
• The Group could move properties
around the various facility ‘security pools’
(those assets currently charged under
each facility) which could also unlock
additional borrowing headroom.
• Ceasing all future capital expenditure.
• Seeking lender consent for financial
covenant waivers.
• Cancellation of committed facilities
that the Group is not expecting to use,
thereby reducing non-utilisation interest.
Based on the results of their review, whilst
taking into account the level of uncertainty,
the Directors do not have a signiicant
doubt that the Company will be able to
continue in operation and meet its liabilities
as they fall due over the longer-term period
of their assessment.
The Board’s review considered cash lows,
proitability, borrowing headroom and
other key inancial ratios, and required the
business to have clarity on its approach to
bank inancing over a longer period.
56 57
STRATEGIC REPORT
01
STRATEGIC REPORT
Town Centre Securities PLC
Annual Report and Accounts 2024
Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Financial Review
The financial performance of the Company
duringthe year ended 30 June 2024 shows
underlying EPRA profits (after adjusting for the
effects of taxation and deferred tax) 25% ahead of
the previous period, however the statutory profit
oftheyear is again affected by both reductions in
investment property values and impairments to the
Group car parking portfolio, as real estate investor
and market sentiment across these segments
remain subdued.”
The statutory loss for the year was £8.0m,
compared to a loss of £29.5m in the
previous year.
EPRA Earnings* were a proit of £5.5m in
the year, compared to a proit of £3.1m
in the prior year. The EPRA proit for the
current year included a net taxation credit
of £1.7m; excluding this the EPRA proit
of the Company would have been £3.8m,
representing a 25% improvement in the
underlying performance of the Company.
The Board is not recommending the
payment of a inal dividend for the year,
giving a full-year dividend of 8.5p, which is
70% higher than the previous year.
During the year the Company received both
the irst element of deferred consideration
and the contingent consideration from the
sale of its investment in YPS, generating
further proceeds of £6.7m. In addition the
Company increased net borrowings during
the year by £6.8m.
The funds generated have been deployed in
a number of ways:
• £1.5m acquisition of a car park
investment property in Sheffield
• £2.5m of investment in existing
properties and our development portfolio
• £9.4m to fund a tender offer in the first
five months of the year
• £4.2m as dividends paid to shareholders
in the year
Net borrowings have increased from
£101.9m to £108.6m in the year. Net
borrowings represent total inancial
borrowings of £138.6m, less lease liabilities
of £28.6m and net cash of £1.4m.
* Alternative performance measures are detailed,
deined and reconciled within notes 11 and 21 of
these Financial Statements.
Financial Review
Financial
Review
Ducie House, Manchester.
STATUTORY PROFIT
On a statutory basis the reported loss for
the year was £8.0m.
The statutory proit relects the EPRA
Earnings
*
of £5.5m less £14.2m of non-cash
valuation and impairment movements, less
the proit on disposal recognised of £0.2m
on the two small investment properties and
investments sold in the year, plus £0.9m of
deferred taxation on valuation movements
in the year.
Gross revenue
Gross revenue was up £1.6m or 5.3% year-
on-year, with key drivers being:
• Property revenue during the year had a
positive impact of £1.1m on total Gross
revenue. There were no significant
disposals during the year with the
Company benefiting from a full year
of Burlington House revenue following
the acquisition of the remaining 50% in
March2023.
• CitiPark revenues have continued to grow
in the year, with gross revenue across the
portfolio increasing by 2% from £13.1m
to£13.4m.
• Income for the ibis Styles hotel, has also
continued to grow with revenue of £3.3m
in the year, up £0.2m from £3.1m lastyear.
Other/JV income
Total Other/JV income was up 12.8% or
£0.2m year-on-year, the majority of the
difference relates to development manager
fees receivable in the current year on a
contract completed in the year.
Administrative expenses
Administrative costs were £0.5m or 7.6%
higher year-on-year, with increased staff
costs and computer expenses the key
drivers to this increase.
Finance costs
Finance costs were 4.6% or £0.3m higher
year-on-year as a result of the increase in
the Company’s bank borrowings which
wereprimarily used to fund the Company’s
buy-back of shares in November 2023.
* Alternative performance measures are detailed,
deined and reconciled within notes 11 and 22 of
these Financial Statements.
INCOME STATEMENT
EPRA Earnings* for the year ended 30 June 2024 were £5.7m.
£000s FY24 FY23 YOY
Gross revenue
31,968 30,363 5.3%
Impairment of debtors
provisionmovement 0 0 –
Property expenses (15,803) (15,551) 1.6%
Net revenue 16,165 14,812 9.1%
Other income/JV proit
1,990 1,764 12.8%
Other expenses
0 0 –
Administrative expenses (7,293) (6,780) 7.6%
OPERATING PROFIT 10,862 9,796 10.9%
Net inance costs
(7,043) (6,733) 4.6%
Taxation
1,685 0 –
EPRA EARNINGS 5,504 3,063 79.7%
Segmental FY24 FY23 YOY
PROPERTY
Net revenue 9,886 9,435 4.8%
Operating proit 6,264 5,911 6.0%
CITIPARK
Net revenue 5,641 4,891 15.3%
Operating proit 3,919 3,360 16.6%
IBIS STYLES HOTEL
Gross revenue 638 486 31.3%
Operating proit 638 486 31.3%
INVESTMENTS
Other income and
operatingproit
41 39 5.1%
58 59
STRATEGIC REPORT
01
STRATEGIC REPORT
Town Centre Securities PLC
Annual Report and Accounts 2024
Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Financial Review continued
BALANCE SHEET
The below table shows the year-end balance sheet as reported.
£m FY24 FY23 vs FY23
Freehold and right-to-use investment properties 156.5 162.9 (3.9%)
Development properties 24.5 20.9 17.2%
Car park-related assets, goodwill and investments 62.9 74.0 (15.0%)
Hotel Operations 9.9 9.5 4.2%
253.8 267.3 (5.1%)
Joint ventures 4.8 7.1 (32.4%)
Listed investments 3.3 4.1 (19.5%)
Other non-current assets 1.8 1.7 5.9%
TOTAL NONCURRENT ASSETS INCL. AVAILABLE FOR SALE 263.7 280.2 (5.9%)
Net borrowings (137.1) (129.9) (5.5%)
Deferred tax 2.4 0.0 –
Other assets/(liabilities) (9.4) (9.2) (2.2%)
STATUTORY NAV 119.6 141.1 (15.2%)
STATUTORY NAV PER SHARE 284p 291p (2.6%)
EPRA NET TANGIBLE ASSETS ‘NTA’ 116.7 137.7 (15.3%)
EPRA NTA PER SHARE 277p 284p (2.6%)
Non-current assets:
Our total non-current assets (including
investments in JVs) of £263.7m (2023:
£280.2m) have reduced by £16.5m during
the year, this movement is made up of
thefollowing:
• Disposals, including YPS receipts
of£(7.0m)
• Depreciation charge of £(2.1m)
• Capital expenditure of £6.1m
• Revaluation uplift/reversal of impairments
totalling £(14.0m)
• Operating profits generated and retained
in JV entities and other movements
of£0.5m
Borrowings:
During the year our Net borrowings have
increased by £7.2m, from £129.9m as at
30 June 2023 to £137.1m at the year-end.
This increase was primarily to fund the
tender offer completed by the Company
inNovember 2023.
We have extended our NatWest revolving
credit facility by one year; it is now due to
expire in September 2025, although we
have the ability to extend this facility for
a further year, subject to bank consent.
Our other two revolving credit facilities
were reinanced last year with expiries
ofJune2026.
Loan-to-value has been increased to 50.8%,
up from 45.8% a year ago, due to both the
increase in borrowings and decrease in
property values during the year. Note the
calculation of loan-to-value includes both
the inance lease assets and liabilities.
EPRA net asset reporting
We focus primarily on the measure of
NetTangible Assets (‘NTA’). The below table
reconciles IFRS net assets to NTA, and the
other EPRA measures.
There are three EPRA Net Asset Valuation
metrics, namely EPRA Net Reinstatement
Value (‘NRV’), EPRA Net Tangible Assets
(‘NTA’)and EPRA Net Disposal Value (‘NDV’).
The EPRA NRV scenario, aims to represent
the value required to rebuild the entity
and assumes that no selling of assets
takes place. The EPRA NTA is focused
on relecting a company’s tangible
assets. EPRA NDV aims to represent the
Shareholders’ value under an orderly sale
of business, where, for example, inancial
instruments are calculated to the full extent
of their liability. All three NAV metrics share
the same starting point, namely IFRS Equity
attributable to shareholders.
£m FY24 FY23
FY24
p per share
FY23
p per share
IFRS REPORTED NAV 119.6 141.1 284 291
Purchasers’ costs
1
18.4 19.3
EPRA NET REINSTATEMENT VALUE 138.0 160.4 327 331
Remove purchasers’ costs (18.4) (19.3)
Remove goodwill
2
(2.9) (3.4)
EPRA NET TANGIBLE ASSETS 116.7 137.7 277 284
Fair value of ixed interest rate debt
3
11.9 14.2
EPRA NET DISPOSAL VALUE 128.6 151.9 305 313
1 Estimated purchasers’ costs including fees and stamp duty and related taxes.
2 Removal of goodwill as per the IFRS Balance Sheet – relates predominantly to goodwill paid to acquire two long-
term car park leaseholds in London.
3 Represents the adjustment to fair value (market price) of the 2031 5.375% debenture and the single asset facility.
CitiPark, London Barbican.
Future inancial considerations
Future P&L pressure
The wider economy and underlying
property values are still struggling, with
uncertainty around office based working
and shopping habits continuing.
In terms of our own speciic business
we have seen recoveries in all segments,
although there is still a risk if these
recoveries are stalled. This has resulted
in theearnings of the business growing in
the year, and we increased the level of the
dividend paid.
Future balance sheet
As identiied in the Risk Report, we have
highlighted the continued pressure on retail
and office investments to be a signiicant
risk to the business. As part of the going
concern and viability statement review
process, the Company has prepared
consolidated forecasts and identiied a
number of mitigating factors to ensure
thatthe ongoing viability of the business
was not threatened.
Going concern and headroom
One of the most critical judgements for the
Board is the headroom in the Group’s debt
facilities. This is calculated as the maximum
amount that could be borrowed, taking
into account the properties secured to
thefunders and the facilities in place.
The total headroom at 30 June 2024
was £20.4m (2023: £34.0m), which was
considered to be sufficient to support our
going-concern conclusion. The properties
secured under the Group’s debt facilities
would need to fall 26.0% in value before
thisheadroom number was breached.
In assessing both the viability and going-
concern status of the Company, the Board
reviewed detailed projections including
various different scenarios. Asummary
of the approach and the indings is
set out in the Risk Report, forming
part of the Strategic Report of these
inancialstatements.
Total shareholder return and
totalproperty return
Total shareholder return of minus 14.7%
(2023: minus 3.2%) was calculated as the
total of dividends paid during the inancial
year of 8.5p (2023: 5.0p) and the movement
in the share price between 30June 2023
(125.0p) and 30 June 2024 (133.5p),
assuming reinvestment of dividends.
This compares with the FTSE All Share
REIT Index at 18.2% (2023: -22.1%) for the
sameperiod.
The Company’s share price continues to
trade at a signiicant discount to its NAV,
impacting total Shareholder return.
Total Shareholder returns % (CAGR)
Total Shareholder
returns 1 Year 10 Years 20 Years
Town Centre
Securities 14.7% (2.3%) 1.2%
FTSE All Share
REIT Index 18.2% 1.9% 2.6%
Total Property Return is calculated as the
net operating proit and gains / losses
from property sales and valuations as a
percentage of the opening investment
properties. Total Property Return for the
business for the reported 12 months
was 1.7% (2023: -6.0%). This compared
favourably to the MSCI/IPD market return
of0.1%.
Stewart MacNeill
Group Finance Director
This Strategic Report and the information
referred to herein was approved on behalf
of the Board on 15 October 2024
Edward Ziff OBE DL
15 October 2024
60 61
STRATEGIC REPORT
01
STRATEGIC REPORT
Town Centre Securities PLC
Annual Report and Accounts 2024
Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
The Board has taken steps to implement
the2018 UK Corporate Governance Code
(the‘Code’) in a way that is appropriate for
Town Centre Securities.”
Edward Ziff OBE DL
Chairman & Chief Executive
introduction
Chairman’s
Introduction from the Chairman
Wherever possible, the Board
seeks to comply with the
principles set out in the 2018 UK
Corporate Governance Code
(the ‘Code’). However, the Board
takes a pragmatic approach and,
because of the size and nature of
the Company, makes a carefully
considered judgement about
how it should apply the Code.
TheBoard keeps this under
regular review and decisions on
these matters are made by the
Board taking into account the
best interests of all stakeholders.
The Board currently consists of two
Independent Non-Executive Directors
(Jeremy Collins retired from the Board on
30 June 2024) who, as well as contributing
invaluable support and guidance, offer
signiicant challenge to me and the other
Executive Directors. The Board’s focus
throughout this year has been on the
difficult economic conditions with the
goal of ultimately protecting Shareholder
value. These conditions have signiicantly
inluenced the Board and the long-term
strategy of the Company, with the reduction
of borrowings a key priority. We now have
historically low levels of borrowing and with
the early signs of recovery in the economy
are looking at both our existing development
pipeline and also other investments.
Throughout the year, the three Independent
Non-Executive Directors have provided
robust challenge.
We report below in more detail why the Board
continues to believe that it is appropriate for
the roles of Chairman & Chief Executive to
be combined. Clearly, the Board is aware that
this is not in compliance with the Code and
recognises that a number of Shareholders
will have concerns about this. It is a matter
which the Independent Non-Executives keep
under continual review to ensure that is in the
best interests of the Company’s stakeholders.
The presence on the Board of key executive
management provides the Non-Executive
Directors with direct access to these major
functions rather than through the Chief
Executive. In addition, the Independent Non-
Executive Directors are extremely rigorous in
their review of my performance as Chairman,
focusing on ensuring theChairman:
• demonstrates objective judgement and
promotes a culture of openness and
debate; and
• facilitates constructive Board relations
and the effective contribution of all Non-
Executive Directors.
The Board papers circulated in advance of
each Board meeting include both Property
and CitiPark Board papers which are
prepared by the individual management
teams for these divisions, ensuring that
all Board members are kept appraised
of the key issues in the separate parts of
the business. This then ensures that the
interaction between the Non-Executive
Directors and the rest of the Board is
based on informed opinions and up-to-
date information. All Board decisions are
subject to unanimous decisions promoting
signiicant and detailed debate between
the Board members. Having the senior
management team present also promotes a
more inclusive culture, the ability to respond
to questions quicker and facilitates a wider
and more diverse range of opinions.
Involving the senior management within
Board meetings encourages an open
culture that enables effective links between
the Non-Executive Directors, Executive
Directors and senior management.
The Independent Non-Executive Directors
are irmly of the view that my holding
the combined role of Chairman & Chief
Executive continues to be in the best
interests of the Company. Whilst the
combined role remains appropriate for
the time being, with me being in a unique
position – my father having founded the
Company and the Ziff family being the
largest Shareholder overall – the Board
will continue to review the situation on a
regularbasis.
I also wanted to take the opportunity to
directly address the issue concerning the
number of Independent Non-Executive
Directors. Currently less than half the
Board are independent (as required by
the Code). However, given my combined
role as Chair & CEO, the Board agreed
that including wider management
representation during Board meetings, for
example the CitiPark Managing Director,
would allow the Non-Executive Directors to
have greater access to those parts of the
business. This provides more opportunity
for a robust assessment of the Company
at a level aside from the CEO. This level
of representation of management and
increased access for robust challenge by
Non-Executive Directors is highly unusual
at Board-level. Again, this is a matter which
the independent Directors have reviewed
and concluded that given the size of the
Company, three independent Directors
is appropriate and that to change the
composition of the Board would at this
point be disruptive and add unnecessary
cost. This is a matter that will be kept under
review and is covered speciically in the
Board evaluation exercise. Following the
retirement of Jeremy Collins; the Board has
not increased the number of independent
Directors however it will remain a key focus
of the Nomination Committee over the next
12 months.
Edward Ziff OBE DL
Chairman & Chief Executive
15 October 2024
Our Section 172 statement demonstrates how
Directors have discharged their duties to the Company’s
stakeholders. This statement can be found on pages
30 to 33.
63
02
CORPORATE GOVERNANCE
62
Town Centre Securities PLC Annual Report and Accounts 2024
CORPORATE GOVERNANCE
Contents Generation - Section Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section Contents Generation - Section
Board of Directors
EXECUTIVE BOARD
Edward Ziff | OBE DL Stewart MacNeill | FCA Ben Ziff Craig Burrow Michael Ziff | Hon DUniv
(Brad)
Ian Marcus | OBE MA FRICS Paul Huberman | FCA CTA Jeremy Collins
Chairman & Chief Executive Group Finance Director Managing Director CitiPark
TCS Energy and Technology
Group Property Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director*
APPOINTED: 08/1985 APPOINTED: 06/2021 APPOINTED: 09/2015 APPOINTED: 01/2023 APPOINTED: 07/2004 APPOINTED: 01/2015 APPOINTED: 01/2015 APPOINTED: 02/2018
RETIRED: 06/2024
INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: No INDEPENDENT: Yes INDEPENDENT: Yes INDEPENDENT: Yes
SKILLS AND EXPERIENCE
Edward joined the Company in
1981 before being appointed to the
Board in 1985, becoming Managing
Director in 1983, Chief Executive
in 2001 and succeeding his father
and founder of the Company as
Chairman in 2004. Edward is a
life-long supporter of the city of
Leeds and plays an active role
in the community. A passionate
family man, Edward brings a
strong pastoral care aspect to the
business, encouraging individual
leadership and an active role in the
community through local charities.
Edward’s position as son of the
founder of the TCS, and his
lifelong experience working at
different levels in the business
make him uniquely qualiied to
lead the Company. In addition, the
wider role he plays in the Leeds
community in particular, supports
him in leading this proudly Leeds-
based business.
EXTERNAL APPOINTMENTS
He is a Trustee of the United
Hebrew Congregation, Leeds,
a member of the council of
University College School, London,
and a Deputy Lieutenant for the
County of West Yorkshire.
PREVIOUS EXPERIENCE
In 2013 he was awarded an
Honorary Doctorate of Business
Administration by Leeds Beckett
University. Edward was awarded
an OBE for services to the Leeds
community and economy in the
2017 Queen’s Birthday Honours
list. He was previously Chair and
Trustee of Leeds Hospitals Charity.
SKILLS AND EXPERIENCE
Stewart’s chartered accounting
qualiication clearly underpins
his ability to deliver in his role
as Group Finance Director. In
addition, his 20 years’ experience
in the property industry, having
specialised on the inance side
since 2002, ensure he is able to
guide and add value in both the
operational aspects and strategic
direction of the business.
EXTERNAL APPOINTMENTS
He is an executive of Blizzard
Properties, a small private property
development and consultancy
business that specialises in
out-of-town retail.
PREVIOUS EXPERIENCE
Stewart formally joined the Board
in June 2021, having spent the
previous four months acting as
the Company’s Interim Chief
Financial Officer. Prior to TCS, he
spent the bulk of his professional
career at LXB Properties, the
real estate investment company
which focused on edge-of-town
and out-of-town retail assets,
and most recently worked at a
small development consultancy
business. Stewart is a graduate of
the University of Cambridge and a
Fellow of the Institute of Chartered
Accountants of England and Wales.
SKILLS AND EXPERIENCE
Ben’s long and close contribution
to the business ensures he is
always able to take the wider,
cross-business long-term view.
In addition, his wide knowledge
of the rapidly changing effects of
technology ensures that we are
able to take advantage of new
ways of doing business across
the Property, Energy and Parking
subsidiaries of the Company.
Ben joined TCS in 2008,
becomingCitiPark Managing
Director in 2009. In September
2015, Benwas appointed to the
Board ofDirectors.
EXTERNAL APPOINTMENTS
He is a mentor at the Creative
Destruction Lab, part of the Saïd
Business School at the University
of Oxford.
PREVIOUS EXPERIENCE
In 2013, Ben successfully led a
team in the redevelopment of
the Merrion Centre multi-storey
car park, which turned a 1960’s
structure into a state-of-the-art
facility featuring Skidata, ApplePay,
Contactless Payment and ANPR
technologies. Since 2014, Ben has
led the acquisitions programme
which has doubled the size
of the car park division. Ben’s
personal interest in combining
tech, renewable energy and
electric vehicle charging led to
the development in 2012, of TCS
Energy, which pursues renewable
energy production and storage
to add to our existing portfolio
of solar farm installations. Ben
has ensured the Group uses
cutting-edge technology to
revolutionise and maximise its
operations, including guiding
the Board’s inancial investment
of YourParkingSpace.co.uk,
which TCS successfully exited
inJuly2022.
SKILLS AND EXPERIENCE
Craig is a chartered surveyor
with over 20 years’ experience
in the Leeds and Manchester
office market. He is well known
throughout the region’s business
community for his long-standing
positions on boards, committees
and steering groups.
EXTERNAL APPOINTMENTS
He is Chair of the Yorkshire
Property Charitable Trust, a
member of the committee of
the Crypt Factor and Yorkshire
Property Charity Lunch.
PREVIOUS EXPERIENCE
Craig joined the Company in
October 2020 as Development
Director becoming Group
PropertyDirector in January 2023.
He has signiicant experience
in the property industry having
started as a commercial agent at
Weatherall Green & Smith, and
then at DTZ Debenham Tie Leung
before moving to Bruntwood,
where for most of his 13 years
he was the Director of Leeds,
responsible for overseeing
all aspects of managing the
Leeds portfolio including asset
management, acquisitions,
disposals, investments and
redevelopments including
Platform, Hepworth Point
andSovereign Square.
SKILLS AND EXPERIENCE
Michael’s lifelong involvement
with the Company and his retail
experience puts him in a unique
position to understand TCS, and
to give counsel based on the
founding principles of the business
and the importance of taking a
long-term strategic view. Michael
was appointed to the Board in
July2004.
EXTERNAL APPOINTMENTS
He is a Director of Transworld
Business Advisors UK Ltd and LBFB
Ltd M&A, corporate advisors and
Business & Franchise brokerage
company. He is Co-chair of the
London Jewish Forum, an advocacy
charity working closely with the
Jewish community, the police, the
National Health Service and London-
based politicians (MPs and local
councillors). He is Chair of the Faith
& Belief Forum, a leading interfaith
charity, President and trustee of
Maccabi GB, and International Vice
president of Maccabi World Union,
a sports and wellbeing youth and
education charity. He is also Trustee
of the Polack’s House Education
Trust and Member of the FA
Antisemitism Task Force.
SKILLS AND EXPERIENCE
Ian’s signiicant experience in the
Property and Corporate Finance
worlds give him an experience
base and a network that can
valuably inform, guide and support
TCS both in making day-to-day
operational decisions, and in
setting the long-term strategic
direction of the business. He has
broad remuneration experience
which supports his role as Chair
of the Remuneration Committee.
Ian Marcus was appointed to the
Board in January 2015.
EXTERNAL APPOINTMENTS
Ian is a member of Redevco’s
Advisory Board. He is Senior
Advisor to Eastdil Secured, the
Chair of Shurgard Self Storage
SA, Senior Advisor to Elysian
Residences, Advisor to Work.Life,
and a senior advisor to Anschutz
Entertainment Group. Ian is also a
Non-Executive Director of Green
Mountain Global and a visiting
Professor at Aberdeen University.
PREVIOUS EXPERIENCE
Ian spent over 32 years as an
investment banker, latterly at
Credit Suisse. Ian was previously
a Crown Estate Commissioner, a
Trustee of The Prince’s Foundation,
is a former chairman of the Bank
of England Commercial Property
Forum, a past President of the
British Property Federation,
past Chair of the Investment
Property Forum and former
President of Cambridge
UniversityLandSociety.
SKILLS AND EXPERIENCE
Paul was appointed a Director in
January 2015. He brings over 36
years’ experience in the property
and inance sectors.
Paul’s previous experience as
Finance Director at three quoted
companies, and his ongoing work
in the real estate arena mean
that he can robustly challenge
and scrutinise the inancial
affairs of the business, leading
the Audit Committee, as well as
contributing meaningfully to the
broader operational and strategic
activitiesof the Company.
EXTERNAL APPOINTMENTS
He is currently a part-time
Executive Director of Galliard
Homes Limited, a London
housebuilder, a Non-Executive
Director at GetBusy plc,
a developer of document
management and task
management software, a Non-
Executive Director at a privately-
owned property group, and a
Non-Executive Director at The
Industrial Dwellings Society (1885)
Ltd, a housing association.
PREVIOUS EXPERIENCE
Paul was previously Finance
Director at three quoted
Companies. He was a Non-
Executive Director at GRIT Real
Estate Income Group Ltd, a listed
pan-African property investment
company, a Non-Executive Director
at LiFE At Ltd, a multi branch
London-based residential estate
agency and a Non-Executive
Director at JCRA Group Ltd, the
holding company of JC Rathbone
Associates Ltd, the independent
advisors on interest rate risk
management, debt inance and
foreign exchangeexposure.
SKILLS AND EXPERIENCE
Jeremy was appointed to the Board
in February 2018 and has over 35
years’ experience in retail property
development and management.
Jeremy’s wide experience base as
a property professional, particularly
in the Retail ield, puts him in a
strong position to help TCS really
understand the challenges of
owning retail property during a
period of such signiicant change.
His guidance on the changing
face of retail combined with the
importance of creating mixed-use
communities plays an important role
in the Company’s strategicplanning.
EXTERNAL APPOINTMENTS
During the year Jeremy was
Property Director and Executive
Board member at Fenwick.
PREVIOUS EXPERIENCE
Jeremy spent 15 years at John Lewis
including as Property Director until
2018. Previous experience includes
working for Lend Lease, MEPC
and Grosvenor Square Properties.
Jeremy’s irst job was at Wirral
Metropolitan Borough Council,
which gave him an insight into
the workings of local authorities
and began his passion for urban
regeneration. He graduated from
the University of Reading, qualiied
as a chartered surveyor, and is a past
President of the British Council of
ShoppingCentres.
* Jeremy retired in June 2024.
THE NONEXECUTIVE BOARD
COMMITTEE MEMBERSHIP
Audit Committee Member Sustainability and Climate Change Committee Member
Nomination Committee Member Chairman of Committee
Remuneration Committee Member
Town Centre Securities PLC Annual Report and Accounts 2024
64 65
CORPORATE GOVERNANCE
02
CORPORATE GOVERNANCE
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Corporate Governance Report
Details of the Board of Directors are given on pages
64to65 of this report. At the end of the year the Board
comprised three Non-Executive Directors, two of whom
are independent and four Executive Directors, including
the Chairman & Chief Executive.
The key roles and
responsibilities are
as follows:
Edward Ziff | OBE DL
Chairman & CEO
• Ensure a robust decision-making process
is in place and all appropriate information
is provided to the Board in a timely manner.
• Set the Board agenda, focusing on
strategic matters and giving adequate
time to other key issues as required.
• Manage the Board to allow time
for discussion of complex or
contentiousissues.
• Ensure the Board discharges its
responsibilities with respect to risk
management and governance, promoting
high standards of corporategovernance.
• Effective communication with
Shareholders and other stakeholders.
• Leadership of the Board and
theCompany.
• Successful achievement of objectives
and execution of strategy.
• Responsible for identifying and
recruitingBoard members.
• Ensure long-term business sustainability.
• Ensure implementation of Board decisions.
Stewart MacNeill | FCA
Group Finance Director
◆
Provide advice and guidance on
inancialstrategy.
◆
Ensure the Group’s inancial commitments,
targets and obligations are met.
◆
Budget-setting and
performancemanagement.
◆
Ensure compliance with
statutoryregulations.
◆
Assist with Shareholder communications.
◆
Oversee all banking and debt facilities.
◆
Board responsibility for IT and
datasecurity.
Our three Non-Executive
Directors (four during the year)
bring considerable experience
and expertise to the work of the
Board and provide a signiicant
independent view to our
deliberations. They regularly
challenge and question the
conclusions of the Executive
and have a particular focus on
the interests of all Shareholders,
including non-family Shareholders.
Ian Marcus | FRICS
Senior Independent Director
◆
Support the Chairman and CEO’s
delivery of objectives.
◆
Lead the Non-Executive Directors in
the oversight and evaluation of the
Chairman& CEO.
◆
Being available to Shareholders to
express concerns that the normal
channels have failed to resolve, or for
which they would be inappropriate.
◆
Take responsibility for an orderly
succession process for the Chairman
were it to be required.
Ben Ziff
Managing Director, CitiPark
◆
Provide advice and guidance on
CarParking strategy.
◆
Implement agreed business plan
forCitiPark.
◆
Identify and recruit CitiPark senior
management team.
◆
Identify and propose car park
acquisitions and/or disposals.
◆
Identify and lead relationship with
Property and Car Parking-related
technology investments.
Craig Burrow
Group Property Director
◆
Oversee the asset management of the
Company’s property portfolio.
◆
Identify and propose commercial
acquisitions and/or disposals.
◆
Manage the development programme.
◆
Propose major projects and bids.
◆
Manage commercial expenditure.
In accordance with the UK
Corporate Governance Code the
Board considers Jeremy Collins,
Paul Huberman, and Ian Marcus
to be independent and conirm
that they:
• have not been an employee of the
Company or Group during the prior
iveyears;
• have not had any material business
relationship with the Company or been a
Director or a senior employee of a body
which has had such a relationship with
the Company;
• have not received or receive remuneration
from the Company other than Directors’
fees, nor do they participate in any
Company Share Plan, nor are a member
ofthe Company’s pension scheme;
• do not have close family ties with the
Company’s advisors, Directors, or
senioremployees;
• have no cross Directorships or signiicant
links with other Directors through
involvement in other Companies and
bodies other than that referred to below;
• do not represent a signiicant
Shareholder; and
• have not been a Director of the Company
for more than nine years since their
irstappointment.
One of the Non-Executive Directors, Michael
Ziff, is not considered to be independent,
due mainly to his shareholding in the
Company and his close family ties. The
Board consider that he brings extensive
experience and expertise and provides an
invaluable contribution to the work of the
Board. The remaining three Non-Executive
Directors are considered to be Independent.
Additionally, under the Code, the Company
is required to identify a Senior Independent
Non-Executive Director. Ian Marcus and
Paul Huberman were appointed on the
same day and, while they have different
skills and experience, neither is senior
to the other. Consequently, for the
purpose ofcompliance with the Code, the
positionwill alternate on an annual basis.
Over the past year Ian Marcus has stood
as our Senior Independent Director and
therefore, from the date of this report until
the next, the position will be rotated to
PaulHuberman.
Prior to the introduction of the 2018 UK
Corporate Governance Code, Ian Marcus
was appointed as a workforce representative.
His role has been key in ensuring workforce
representation in the discussions and
decisions of the Board, useful in enabling
all Directors to perform their duties under
Section 172 Companies Act 2006.
The full Board met eight times in the year
and the record of Directors’ attendance
at the Board meetings is set out overleaf.
This year the Board met once speciically
to review the strategic direction of the
Group. The Board manages overall control
of the Group’s affairs in accordance with
the schedule of matters reserved for its
decision. These include the approval
of inancial statements, business plans
including environmental and sustainability
considerations, all major acquisitions and
disposals, risk management strategy and
treasury decisions.
The Board has established two divisional
Boards, the Property Review Board (eight
meetings in the year) and CitiPark Board
(eight meetings in the year), and a separate
Sustainability and Climate Change
Committee – which comprise Executive
Directors and senior management. The
Board has delegated responsibility to
the divisional Boards and Committee
for assisting the Executive Directors on
measures relating to the Board’s strategies
and policies, operational management
and the implementation of the systems of
internal control, within agreed parameters.
There is an agreed procedure for Directors
to take independent professional advice
at the Company’s expense, if necessary, in
the performance of their duties. This is in
addition to the access which every Director
has to the Company Secretary. The Group
maintains liability insurance on behalf of
Directors and Officers of the Company.
On appointment, the Directors are provided
with information about the Group’s
operations, the role of the Board, the Group’s
corporate governance policies and the
latest inancial information. Additionally,
upon appointment, Directors are provided
with induction including training in respect
of all their responsibilities in accordance
with the UK regulatory regime. Subsequent
training is also undertaken as appropriate.
The appointment and removal of Directors
is governed by the Company’s Articles of
Association, the UK Corporate Governance
Code and the Companies Act 2006 and
other related legislation. The Articles are
available on application to the Company
Secretary at the Company’s registered office.
The Independent Non-Executive Directors
meet at least once a year without the other
Executive Directors present to discuss the
performance of the Board and to appraise the
Chairman and Chief Executive’s performance.
2018 UK Corporate Governance
Code (the ‘Code’)
As part of the Company’s commitment
to good corporate governance, a review
of compliance with the 2018 code was
undertaken and areas of non-compliance
identiied. The Board has undertaken several
changes to comply with the 2018 code and
several other actions remain ongoing. Detail
on compliance with the Code is provided on
pages 70 to 71.
Town Centre Securities PLC
Annual Report and Accounts 2024
66 67
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02
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Corporate Governance Report continued
LISTING RULES
In accordance with UKLR 6.6.1 the following information has been disclosed as set out below.
LISTING RULE REQUIREMENT LOCATION
A statement of the amount of interest capitalised during the period under review and details of
any related tax relief.
Not applicable
Information required in relation to the publication of unaudited inancial information. Not applicable
Details of any long-term incentive schemes. No such long-term incentive plans
Details of any arrangements under which a Director has waived emoluments, or agreed to waive
any future emoluments, from the Company.
Not applicable
Details of any non pre-emptive issues of equity for cash. No such share allotments
Details of any non pre-emptive issues of equity for cash by any unlisted major subsidiary undertaking. No such share allotments
Details of parent participation in a placing by a listed subsidiary. Not applicable
Details of any contract of signiicance in which a Director is or was materially interested. No such contract
Details of any contract of signiicance between the Company (or one of its subsidiaries) and a
controlling Shareholder.
No such contract
Details of waiver of dividends by a Shareholder. No such waiver
Board statement in respect of relationship agreement with the controlling Shareholder. Directors’ Report, page 86
Performance of the Board
The effectiveness of the Board, its
committees and Directors was reviewed
as part of Board proceedings. Given
the size of the Board and nature of the
business the Directors performed an
internal Board evaluation. The Board
recognises the requirement to consider
the use of an external evaluator at least
every three years. The Board have not yet
engaged with an external evaluator and
during the next inancial year will consider
the appropriateness of this measure for
TownCentre Securities.
The evaluation of the Board and its
committees, which did not highlight any
areas of concern, considered:
• The Directors’ understanding of the roles
and responsibilities of the Board and of
its committees;
• The structure of the Group, including
succession planning in key areas of
thebusiness;
• The Board’s understanding of the Group’s
activities and the appropriateness of its
strategic plan;
• Whether Board meetings effectively
monitor and evaluate progress towards
strategic goals;
• Board composition and the involvement
of each Director in the business of
theGroup;
• The overall effectiveness of the Board
in the provision of the necessary
experience required to direct the
business efficiently; and
• The effectiveness of the Board
Committees in performing their roles.
The evaluation of the performance of
individual Directors was undertaken by
the Chairman and Chief Executive and the
performance of the Chairman and Chief
Executive was evaluated by the Non-
Executive Directors led by the Senior Non-
Executive Director, considering the views of
the Executive Directors. The Independent
Non-Executive Directors met at least once
during the year without the Chairman and
Non-Independent Directors.
Committees of the Board
Nomination Committee
Edward Ziff (Chair)
Ian Marcus
Paul Huberman
Jeremy Collins (retired 30 June 2024)
Michael Ziff
Audit Committee
Paul Huberman (Chair)
Ian Marcus
Jeremy Collins (retired 30 June 2024)
Remuneration Committee
Ian Marcus (Chair)
Paul Huberman
Jeremy Collins (retired June 2024)
Attendance at Board Meetings (of 8)
Edward Ziff 8
Ben Ziff 8
Stewart MacNeill 8
Craig Burrow 8
Michael Ziff 8
Attendance at Board Meetings (of 8) continued
Ian Marcus 8
Paul Huberman 8
Jeremy Collins 8
Attendance at Audit Committee Meetings (of 2)
Paul Huberman 2
Ian Marcus 2
Jeremy Collins 2
Town Centre House, Leeds.
Town Centre Securities PLC Annual Report and Accounts 2024
68 69
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02
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Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Statement of Compliance with the UK Corporate Governance Code
The UK Corporate Governance Code (‘the Code’) can be found on the FRC’s website: frc.org.uk. Under the Code, the Board is required to
make a number of statements. These statements are set out below:
1. COMPLIANCE WITH THE CODE:
As a Company listed on the London Stock Exchange, Town Centre Securities PLC is subject to the requirements of the Code. The Board is
required to comply with the Code and, where it does not, to explain the reasons for non-compliance. The Board now reports against the
2018 Corporate Governance Code and has also produced a Section 172 Statement demonstrating how Directors have performed their
duties in compliance with Section 172 of the Companies Act 2006.
Statement of compliance with the Code
The Board has considered the principles and provisions of the Code, published by the Financial Reporting Council (‘FRC’). The Board of
Directors has complied with the Code throughout the year except for the following matters:
UK CORPORATE
GOVERNANCECODE PROVISION MITIGATION EXPLANATION OF DEPARTURE FROM THE CODE
PROVISION 9 The roles of the Chairman
and Chief Executive should
not be exercised by the
sameindividual.
The Board acknowledges that the appointment of Edward Ziff as Chairman & CEO
and his tenure depart from the UK Code.
Edward Ziff became Chief Executive in 2001 and succeeded his father as Chairman
in 2004. The Board unanimously agreed that, for a number of reasons, including
cost efficiency, that taking on both roles would be in the Company’s best interests.
The Board is focused on the commercial success of the Company and believes that
continuing the combined position of Chairman & Chief Executive is the best way
to achieve this. Furthermore, the Board noted the contributions which have been
made by Edward Ziff in delivering the strategy of the Company, whilst utilising his
position to act as an ambassador for the Company.
As mentioned previously, the Company took the step to include wider management
representation at Board-level as a measure to give the Non-Executive Directors
greater access and further avenues to scrutinise the business. This ensures an
appropriate level of robust challenge and is an ongoing focus for the
Non-Executive Directors.
The Independent Directors meet at least annually in a private session chaired by the
Senior Independent Director to consider the governance of the Company including the
division of responsibilities for the Chairman and CEO.
Edward Ziff will stand for re-election at all future Annual General Meetings in
accordance with the 2018 Code requirements.
PROVISION 19 Chair not to remain in post
formore than nine years.
Edward Ziff was appointed Chairman & CEO in 2004, which the Board feels
continues to be in the best interest of the Company. Due to this combined role
Edward Ziff is not considered to be independent.
Edward Ziff has over 37 years’ experience on the TCS Board and is well respected
within both the Leeds and Manchester property markets – which geographically
represent 89% of the Group’s property portfolio. His invaluable knowledge of the
Group’s largest single asset, the Merrion Centre, Leeds would be very difficult
toreplicate.
Edward Ziff has signiicant contacts within the local area in which the business
operates (for example at the local authorities, Leeds University and the Leeds
HospitalsCharity).
The Board believes that the valuable experience provided by Edward Ziff continues
to beneit the Company.
PROVISION 39 Notice or contract periods
should be set at one year
orless.
The Chairman & Chief Executive has a service contract with a notice period greater
than one year.
Given the role and experience of the Chairman & Chief Executive, and his deep
knowledge of the Company, the Board believes the longer notice period continues
to be appropriate.
PROVISION 11 At least half the Board,
excluding the Chairman
tobeindependent.
The Board noted that less than half of the Board is considered to be independent.
The composition of the Board is regularly reviewed to ensure that there in an
appropriate balance of skills and experience. The Board currently comprises three
Non-Executive Directors (four during the year).
Again, without the unusual wider management representation on the Board, the
Company would meet the required ratio of Independent Directors.
2. GOING CONCERN
The Board is required to conirm that the Group has adequate resources to continue in operation for at least 12 months.
The Directors are satisied that the Group has adequate resources to continue to be operational as a going concern for the foreseeable
future and therefore have adopted the going-concern basis in preparing the Group’s 2024 Financial Statements. More details can be found
in the Risk Report on page 56 and the Directors’ Report on page 86.
3. VIABILITY STATEMENT
The Board is required to assess the viability of the Company taking into account the current position and the potential impact of the
principal risks and uncertainties facing the business.
The Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over
the three years ended 30 June 2027. Our Viability Statement can be found in the Risk Report on page 60.
4. PRINCIPAL RISKS FACING THE GROUP
The Board is required to conirm that a robust assessment of the principal and emerging risks facing the Company has been carried out
and should describe those risks and explain how they are being managed or mitigated.
A robust assessment of the principal risks facing the Company was undertaken during the year, including those that would threaten its
business model, future performance, solvency or liquidity. These risks and how they are being managed or mitigated can be found in the
Risk Report starting on page 50.
5. RISK MANAGEMENT AND INTERNAL CONTROL
The Board is required to monitor the Company’s risk management and internal control systems and, at least annually, carry out a review of
their effectiveness.
The Board conducted a review of the effectiveness of the systems of risk management and internal control during the year and considers
that there is a sound system in place. More detail can be found in the Audit Committee Report on page 74.
6. FAIR, BALANCED AND UNDERSTANDABLE
The Board is required to conirm that it considers the Annual Report, taken as a whole, to be fair, balanced and understandable and
provides the information necessary for Shareholders to assess the Company’s position and performance, business model and strategy.
The Directors consider, to the best of each person’s knowledge and belief, that the Annual Report, taken as a whole is fair, balanced and
understandable and provides the information necessary for Shareholders to assess the Company’s position and performance, business
model and strategy. This is considered in the Audit Committee Report on page 74 and the Statement of Director’s Responsibilities on
page87.
Relations with Shareholders
The Board is committed to maintaining good communication with Shareholders. The Chairman & Chief Executive and Group Finance
Director maintain a dialogue with institutional Shareholders and analysts immediately after the announcement of the half-year and full-year
results. Their views are reported to the Board as appropriate. The Company also encourages communications with private Shareholders
throughout the year and welcomes their participation at Shareholder meetings.
The principal communication with private Shareholders is through the Annual Report and Accounts, the half-year release and the
Annual General Meeting (‘AGM’). The Notice of AGM and related papers are communicated to Shareholders at least 20 working days
before the meeting to give Shareholders sufficient time to consider the business of the meeting. All Directors attend the AGM in person
(orbyteleconference) and Shareholders are given the opportunity to ask questions of the Board and meet all the Directors informally after
themeeting.
Separate resolutions are proposed for each item of business and the proxy votes for, against and withheld are announced. An announcement
conirming resolutions passed at the AGM is made through the London Stock Exchange immediately after the meeting. TheSenior
Independent Director is available to Shareholders if they have concerns they wish to raise.
The Group has a comprehensive website on which up-to-date information is available to all Shareholders and potential investors
(tcs-plc.co.uk).
Edward Ziff OBE DL
Chairman & Chief Executive
15 October 2024
Town Centre Securities PLC
Annual Report and Accounts 2024
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Weymouth Street, London.
Dear Shareholder, I am pleased to
continue to act as Chairman of the
Nomination Committee. The other
members of the Committee are Ian
Marcus, Paul Huberman and Michael
Ziff. The Committee comprises an
equal number of Non-Independent
Directors to Independent Directors.
The Committee met formally once
during theyear.”
Edward Ziff OBE DL
Chairman & Chief Executive
Nomination Committee Report
Responsibilities of the
Nomination Committee
The Committee is responsible for
the regular review of the structure,
size and composition (including the
skills, knowledge, independence and
experience) of the Board, and it makes
recommendations to the Board with
regardto any changes.
The Committee also considers succession
planning for the Executive Board in the
course of its work, taking into account the
challenges and opportunities being faced
and the skills and expertise required.
Work of the Committee during
the year
The effectiveness of the Board, its
Committees and Directors was reviewed as
part of the September Board proceedings.
More detail can be found in the Directors’
Report on page 85. As a result of this
exercise, the Committee will be focusing
on continuing to develop its succession
plan for the Board. A central part of this
plan will be to seek to make the Board more
diverse. The Company continues to face
new challenges with signiicant uncertainty
in the general economy. The Committee
will be considering the Board’s skill set to
ensure it is able to lead the Company and
a diverse Board will be key to the Board’s
effectiveness. The Company’s approach to
diversity is set out later in this report.
As previously announced, Jeremy Collins,
Non-Executive Director, retired from his role
as Non-Executive Director with effect from 8
February 2021. We wish Mark all the best in
his future endeavours.
The Committee recognises that the Chair
of the Board has remained in post beyond
nine years and the reasons for this are
regularly and rigorously reviewed by the
Independent Non-Executive Directors to
ensure this remains in the best interests
of the Company and its stakeholders. This
exercise by the Independent Non-Executive
Directors also incorporates a review of
the combined role of Chairman & Chief
Executive Officer. Further information can
be found on page 63.
Following the introduction of the new UK
Corporate Governance Code, all Directors
are put forward for re-election at each
Annual General Meeting. Biographies of the
Board members can be found on pages
64 to 65.
Diversity and inclusivity
The Board embraces the supporting principles on diversity and inclusivity in its broadest
sense: diversity of skills, background, experience, knowledge, outlook, approach, gender
and ethnicity. In addition, the Company has regard for diversity in recruitment at all levels.
At the Company’s head office in Leeds, 14 of the Company’s 30 employees are female. The
Company drives diversity through its university placements, adding to its core strategy on
enhancing diversity via a strong and diverse pipeline of talent throughout the Group at
all levels.
The Board does not meet any of the targets on Board diversity as set out in UKLR 6.6.6(9).
As a relatively small Plc based in Leeds, the Company has always recruited Board and
executive management members primarily for their skills and experience. The experience
of the Company is that the potential pool of candidates does not allow it to fulil any of the
diversity and inclusivity targets in the listing rules. In assessing the members of the executive
management team, the Company has included all heads of departments and the key
members of the individual business segment meetings. The composition of the Board and
atexecutive management level as at both 30 June 2023 and at the date of this report is
as follows:
Gender identity
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
Number in
executive
management
Percentage
of executive
management
Men 8 100% 3 5 62.5%
Women 0 0% 0 3 37.5%
Not speciied/prefer not to say 0 0% 0 0 0%
Ethnic background
White British or other white 8 100% 3 8 100%
Mixed/Multiple ethnic groups 0 0% 0 0 0%
Black/African/Caribbean/
BlackBritish 0 0% 0 0 0%
Other ethnic group,
includingArab 0 0% 0 0 0%
Not speciied/prefer not to say 0 0% 0 0 0%
The Board is committed to ensuring it has an appropriate balance of skills, knowledge and
experience. Diversity is a vital part of the continued assessment and enhancement of Board
composition, and the Board recognises the beneits of diversity amongst its members,
and the senior team. As mentioned earlier in this Report, the Board recognises that its
composition should enable it to meet future challenges and assist it in discharging its
responsibilities to all of its stakeholders.
All Board appointments are made on merit and whilst the Nomination Committee has
decided not to employ speciic diversity targets, it continues to actively support diversity
in all forms. The Board is committed to furthering its diversity and is looking to address the
issue wherever the opportunity arises to do so. The Committee is committed to ensuring
that recruiting a female Independent Non-Executive Director is a priority when a future
vacancy arises.
Edward Ziff OBE DL
Chairman of Nomination Committee
15 October 2024
Town Centre Securities PLC
Annual Report and Accounts 2024
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CitiPark New Jackson, Manchester.
Dear Shareholder,
As Chairman of the Audit
Committee (‘the Committee’)
Iam pleased to present the
report of the Committee for
theyear ended 30 June 2024.”
Paul Huberman FCA CTA
Chairman of the Audit Committee
Audit Committee Report
The Audit Committee consists of the Board’s
two Independent Non-Executive Directors
(Three during the year – Jeremy Collins retired
as a Non-Executive Director on 30 June 2024).
I am a qualiied Chartered Accountant and
experienced senior inance executive having
been Finance Director of three different
listed Companies, and more recently a Non-
Executive Director at Galliard Homes and Grit
Real Estate Income Group. Ian Marcus has a
breadth of experience in Investment Banking,
and as a Non-Executive Director with past
Audit Committee responsibilities. Jeremy
Collins was also a member of the Committee
up until his retirement on 30 June 2024,
bringing valuable experience from his prior
roles, including as Property Director at John
Lewis. The Board is therefore satisied that at
least one member of the Audit Committee
has recent and relevant inancial experience.
The Committee as a whole has relevant
sectorexperience.
Executive Directors, including Edward Ziff,
join Committee meetings by invitation but
are not members of the Committee. The
Committee meets alone with the external
auditor without Executives present at least
twice a year.
The Audit Committee carries out an annual
review of its Terms of Reference. The Terms
of Reference ensures the Committee’s
role is fully compliant with the 2018 UK
Corporate Governance Code and relects
best practice. This is available to view on
the Company’s website.
Responsibilities
The Committee’s role includes, but is not
limited to, assisting the Board to discharge
its responsibilities and duties for inancial
reporting, internal control, management of
risk and the appointment, reappointment
and remuneration of an independent external
auditor. The Committee is responsible for
reviewing the scope, terms of engagement,
and results of the audit work and the
effectiveness of the auditor. The Committee
is responsible for monitoring the integrity of
the Financial Statements, announcements
and judgements, as well as reviewing the
Company’s internal inancial controls. The
Committee also satisies itself of the auditor’s
independence and objectivity, reviews and
approves the level of non-audit services, and
the Group’s arrangements on whistleblowing.
Any matter the Committee considers needs
action or improvement is reported to the
Board. In addition, the Committee continues
to review annually whether an internal audit
function is required.
Report on the Committee’s activities during the year
During the year, the Committee met two times and discharged its responsibilities by:
• Reviewing the Group’s draft Annual Report and Financial Statements and its interim
results statement prior to discussion and approval by the Board.
• Reviewing the continuing appropriateness of the Group’s accounting policies.
• Reviewing BDO’s plan for the 2024 Group audit and approving their terms of engagement
and proposed fees.
• Reviewing reports prepared by management on internal control issues, as necessary.
• Considering the effectiveness, objectivity and independence of BDO as external auditors
and recommending to the Board their reappointment.
• Reviewing management’s biannual risk review report and the effectiveness of the material
financial, operational and compliance controls that help mitigate the key risks.
• Reviewing the effectiveness of the Group’s whistleblowing policy.
• Monitoring the level of non-audit fees and the scope of non-audit services provided in the
year by the auditors.
• Reviewing progress against the IT infrastructure and security action plan.
• Considering management’s approach to the Viability Statement in the 2024
AnnualReport.
• Reviewing the terms of reference of the Audit Committee.
• Carrying out an annual performance evaluation exercise and noting the satisfactory
operation of the Committee.
• Reviewing the Group’s Non-Audit Services Policy.
• Reviewing the Group’s tax compliance.
• Reviewing the Group’s TCFD disclosures.
• Reviewing the longer-term viability of the business and its going-concern status.
Signiicant issues considered in relation to the Financial Statements
During the year, the Committee considered key accounting matters and judgements in
respect of the inancial statements. The Committee received detailed reporting from
the Finance Director and BDO with respect to key areas of management judgement
and reporting. Using BDO’s assessment of risk and the Committee’s own independent
knowledge of the Company, estimates and judgements of management in relation to the
preparation of the inancial statements were reviewed and challenged. The signiicant
accounting matters and judgements related to:
• Investment Property Valuation – the Committee reviewed the reports of the independent
valuers JLL and CBRE, and the Chair and other members of the Committee attended the
valuation review meetings with management, BDO and CBRE and then JLL.
• Treatment of property sales and investment acquisitions in the year.
• The recognition of the first element of deferred consideration and the contingent
consideration arising from the sale of the Company’s investment in YourParkingSpace.co.uk
(‘YPS’), and the valuation of the final element of deferred consideration at the year-end.
• Going concern and covenant compliance – the Committee reviewed and approved the
going-concern analysis.
• Viability Statement and appropriateness of period of the statement – the Committee
reviewed and agreed the longer-term viability analysis and recommended timeframe. As
part of this process a number of stress scenarios were provided to the Committee. The
assumptions behind those scenarios were robustly examined.
• Treatment of outstanding rental income due from tenants as at the year-end that was
more than three months overdue; the Committee agreed that it was appropriate to
provide for non-payment of the amounts due unless there was reasonable certainty of the
recoverability of specific balances.
• Accounting for IFRS16 – the Committee reviewed and approved the application of IFRS16
within the accounts, reviewing the effects of the standard.
• Critical accounting estimates and judgements – the Committee reviewed and approved
the specific disclosures around the critical accounting estimates and judgements used in
preparing the financial statements.
Town Centre Securities PLC
Annual Report and Accounts 2024
74 75
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Going concern and viability
The Committee and the wider Board
have spent signiicant time during the
year reviewing and stress-testing the
inancial robustness of the Company.
Thisis detailed in the Risk Review on page
59, but in summary key Audit Committee
activitiesincluded:
• Detailed reviews of predicted cash flow
forecasts under different scenarios, and
review of predicted bank and debenture
covenant tests.
• Detailed discussions regarding the
Viability Statement and Going Concern
statement included within this Report
andAccounts.
Fair, balanced
andunderstandable
In its review the Audit Committee has
determined that the 2024 Annual Report,
taken as a whole, is fair, balanced and
understandable and provides Shareholders
with the necessary information to assess
the Company’s position and performance,
business model and strategy.
Risk management and
internalcontrols
The UK Corporate Governance Code
provides that the Directors should
monitor the Company’s risk management
and internal control systems and, at
least annually, carry out a review of
their effectiveness and should report to
Shareholders in the Annual Report. The
monitoring and review should cover all
material controls, including inancial,
operational and compliance controls.
The Board recognises that effective risk
management is critical to the achievement
of the Group’s strategic objectives, and
the Audit Committee plays a key role in
reviewing identiied risks and assessing the
effectiveness of mitigation plans.
The principal risks and uncertainties
identiied by the Board and the processes
in place to manage and mitigate such risks
are summarised in the Risk Management
section. All individual risks identiied
have remained unchanged in the year.
The macroeconomic environment in the
UK has worsened over the year, however
the Company has mitigated this with
the robustness of the Group’s property
portfolio, its tenant mix, the underlying
trade in both the Group’s Car Parking and
Hotel businesses and the reduction in
borrowings over the year.
The risk management system is designed to give the Board conidence that the risks are
being managed or mitigated as far as possible. However, it should be noted that no system
can eliminate the risk of failure to achieve the Group’s objectives entirely and can only
provide reasonable but not absolute assurance against material misstatement or loss.
The key elements of the internal control framework are as follows:
• A comprehensive system of financial budgeting and forecasting based on an annual
budget in line with strategic objectives. Performance is monitored and action is taken
throughout the year based on variances to budget and forecast.
• Rolling 18-month cash-flow forecasting that is reviewed by the Board at least six times a year.
• An organisational structure with clearly defined roles, separation of duties, and
authoritylimits.
• Close involvement of the Executive Directors in day-to-day operations, and regular formal
meetings with senior management to review the business.
• Monthly meetings of the Executive, the Property Review Group, the CitiPark Board, and
quarterly meetings of the IT and Data Governance Committee.
• A documented appraisal and approval process for all significant capital expenditure.
• Approval by the Board for all material acquisitions, disposals and capital expenditure.
• The maintenance of a risk register, and a formal review of significant business risks twice
a year.
• A formal whistleblowing policy and anti-bribery policy.
The Board has delegated responsibility for reviewing the effectiveness of the risk
management framework and internal control to the Audit Committee.
Oversight of the external auditors
BDO were appointed as the Company’s auditors following a formal tender process in 2015/16.
Current UK regulations require rotation of the lead audit partner every ive years, a formal
tender of the auditor every ten years and a change of auditor every 20 years. The 2024
audit was the third audit by Chris Young.
BDO presented their audit plan for the year-end to the Board, where the key audit risks
and areas of judgement were highlighted, and the level of audit materiality agreed. BDO
presented detailed reports of their indings to the Committee before the Interim and Full-
Year results. The Committee questioned and challenged the work undertaken and the key
assumptions made in reaching their conclusions.
Auditor independence andobjectivity
The Committee recognises the importance of auditor objectivity and independence and
understands that this can be compromised by the provision of non-audit work. All taxation
advice is provided separately by PwC. However, there may be certain circumstances where,
due to BDO’s expertise and knowledge of the Company, it may be appropriate for them to
undertake non-audit work. The Company has put in place a formal process for agreeing and
approving non-audit work by the Audit Committee alongside a Non-Audit Services Policy
as mentioned previously. BDO have conirmed to the Audit Committee that they remain
independent and have maintained internal safeguards to ensure the objectivity of the
engagement partner and audit staff is not impaired.
Audit fees for the year are broken down as follows:
£’000’s
Audit of year-end consolidated Financial Statements 246
Audit of Company subsidiaries pursuant to legislation 10
Other Audit-related services 40
TOTAL AUDIT SERVICES 296
Other non-audit services –
TOTAL AUDITOR’S REMUNERATION 296
Audit Committee Report continued
The Committee ensures it is able to assess
the quality of BDO’s audit in three key
ways: It ensures there is a comprehensive
engagement agreement in place, secondly
the Committee reviews the detailed audit
planning document provided by BDO,
and thirdly BDO produces a detailed audit
report that is thoroughly reviewed by
the Committee with follow-up iterations
as necessary. In addition to meeting the
auditors without management present,
the committee are able to stress test the
independence and quality of the review.
The review described above allows the
Committee to determine and understand
the degree to which the auditors have
challenged management and if necessary
require the auditors to revisit particular
aspects in more detail. In this past year, the
attendance of Committee members at the
Valuation Review meetings has allowed the
Committee to witness irst-hand the level of
scrutiny and challenge given by the auditors
to management and CBRE and JLL.
In the year ended 30 June 2024 the
Committee has not asked the auditors
to look at any speciic areas not already
covered by the audit plan.
Auditor reappointment
The Committee reviewed the effectiveness
of the external audit process and the
performance of the Auditor and for the
reasons stated above, believe that BDO
remain independent and recommend that
BDO be reappointed as external auditors
for the Company. The Committee note
the requirements for the external auditors’
position to undergo tender and propose for
this to be undertaken prior to 2025/2026.
Internal audit
In 2023 the Group appointed an external
accountancy irm, independent of the
auditors, to provide an internal audit
service. This service provides two reviews
per annum – each review on a speciic
targeted activity of the Group. The activity
chosen will be agreed between the internal
auditors and the audit committee.
Whistleblowing
The Group has in place a whistleblowing
policy which encourages employees to
report any malpractice or illegal acts or
omissions or matters of similar concern
by other employees or former employees,
contractors, suppliers or advisors. The
policy provides a mechanism to report
any ethical wrongdoing or malpractice or
suspicion thereof. The Committee review
this policy annually.
Committee evaluation
As part of the Board and Committee
self-evaluation process it was felt that the
Committee continued to operate at a high
standard and was effective in its support to
the Board during the year.
Paul Huberman
Chairman of the Audit Committee
15 October 2024
Town Centre Securities PLC Annual Report and Accounts 2024
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Ducie House, Manchester.
On behalf of the Board I
ampleased to present the
Directors’ Remuneration Report
of the Remuneration Committee
(the ‘Committee’).”
Ian Marcus
Chairman of Remuneration Committee
Directors’ Remuneration Report
The report is divided into
twosections:
• This Annual Statement for the year
ended 30 June 2024, which summarises
remuneration outcomes and how the
Remuneration Policy will operate for the
year ending 30 June 2025.
• The Annual Report on Remuneration
which explains how the Remuneration
Policy was implemented in the year
ended 30 June 2024, and how the
Remuneration Policy will be implemented
for the year ended 30 June 2025.
There are no proposed changes to the
Remuneration Policy from that which was
approved by Shareholders last year. Only
the Annual Statement and Annual Report
on Remuneration will be subject to a vote
atthe forthcoming 2024 AGM.
Pay and performance
during2024
In determining the bonus award levels
for the year ended 30 June 2024 the
Remuneration Committee have taken
full account of the progress made by the
Company in the past year. As there were no
speciic benchmarks set for these bonuses,
they were entirely at the discretion of the
Remuneration Committee.
Bonus award for the year ended
30 June 2024
Following a change to the Remuneration
Policy at the Company’s AGM in 2022 we
are able to award exceptional bonuses in
relation to signiicant transactions that are
outside of the ordinary course of business
for the Company. These bonuses are on top
of the annual bonus opportunity of up to a
maximum of 100% of base salary.
During the year the Committee approved
extraordinary bonuses in relation to both
the irst element of deferred consideration
and the contingent consideration received
from the sale of the Company’s investment
in YourParkingSpace Ltd (‘YPS’).
The inancial performance assessment
considered the following achievements:
• The EPRA profit for the year of £5.5m
(£4.4m if you add back the extraordinary
bonuses paid but before adjusting for
taxation) and £3.1m in FY23 (£3.9m if you
add back the extraordinary bonus award
relating to the sale of YPS).
• EPRA Net Tangible Assets per share at
theyear-end of 277p, FY23: 284p.
In addition to inancial performance the overall strength and security of the Group remains
strong, with key factors being:
• A tender offer which successfully resulted in the Company acquiring in for cancellation
6,292,920 of its own shares and returning to Shareholders £1.45 per Ordinary Share.
• The one-year extension of one of the Company’s revolving credit facilities which was
dueto expire in September 2024, which now expires in September 2025, although we
stillhave the ability to request a further one-year extension.
• Repositioning and repurposing an number of our investment properties including
thephased refurbishments of our Scottish residential portfolio and a key office
buildinginLeeds.
• The planning application submitted for 1,100 student beds as part of the continued
evolution of the Merrion Centre.
Having considered the overall performance of the Company, the Committee has approved
awards in connection with the annual bonus opportunity of 10% of base salary for 2024; this
award was debated and agreed in a meeting of the Committee in October 2024 and is not
included in the results of the Company for the year ended 30 June 2024.
Other activities
We met twice during the year.
In accordance with its terms of reference, the Committee continues to review the remuneration
policy periodically to seek to ensure a clear linkage between Executive Directors’ pay and
Group performance. In reviewing the remuneration policy, the Committee not only assesses
the alignment between policy, strategy and Shareholder interests, but also the extent to
which remuneration is sufficiently competitive to recruit, motivate and retain key talent. In
previous years and following a market benchmarking exercise undertaken by Willis Towers
Watson the Committee came to a number of conclusions which were reported in the 2019
and 2020 Report and Accounts:
• Overall Maximum Potential Remuneration (‘MPR’) for Executive Directors is low in
comparison to the Company’s property sector peers. Whilst base salaries are competitive,
maximum bonus opportunity is significantly lower than that of peers. This opportunity
was increased to a maximum of 100% following the 2021 AGM where changes to the
Remuneration Policy were approved, however this is still considered to be low.
• Actual remuneration is also low relative to peers, with an average bonus pay-out of 12%
of base salary over the last five years.
• The lack of a Long-Term Incentive Plan (‘LTIP’) contributes to lower overall pay levels and
means that remuneration does not actively assist to align all Executives to longer-term
Shareholder interests.
Implementation of the remuneration policy in 2024
• There will be cost-of-living increases of 3% for three of the Executive Directors.
Edward Ziff has agreed not take a cost-of-living increase.
• Actual cash bonuses of 10% have been awarded following discussion at the September
2024 meeting of the Remuneration Committee. These bonuses will be paid during the
year ending 30 June 2025.
• Exceptional bonuses have been paid during the year to three of the Executive
Directors in connection with the first element of deferred consideration and the
contingent consideration received from the sale of the Company’s investment in
YourParkingSpaceLimited.
• The Remuneration Committee continue to discuss with the Executive Directors whether to
include suitable weightings, measures and targets or if the bonus award remains entirely
discretionary. If adopted these will be disclosed retrospectively in our subsequent report
as and when bonuses become payable, owing to commercial sensitivity.
• Pension and benefits will operate as in 2023.
Edward Ziff and Stewart MacNeill continue to engage with Shareholders, both family and,
where possible, larger independent Shareholders on all topics including remuneration. In
addition, I am available to any Shareholder who would like to discuss their concerns on
remuneration throughout the year, not only at the AGM.
Town Centre Securities PLC
Annual Report and Accounts 2024
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Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Remuneration policy
The Remuneration Committee implements
the Group’s policy, which is to provide
remuneration packages with ixed and
variable elements that fairly reward the
Executive Directors for their contribution
to the business. It seeks to ensure that the
packages are sufficiently competitive to
attract, retain and motivate the Directors
to manage the Group successfully, without
making excessive payments. The policy
seeks to achieve the Group’s strategic and
inancial objectives by aligning the interests
of the Directors and Shareholders.
Fixed remuneration
The ixed element of Directors’ remuneration
comprises base salary, beneits and pension
(see below for the pension). This element
seeks to ensure that the Group attracts and
retains appropriately talented individuals
and provides a framework for them to save
for retirement. The Committee considers
the overall balance between the elements.
Salaries are determined with regard to
individual and Group performance and
to market rates and comparable roles
at comparable Companies. Beneits
principally comprise Company cars or a
salary alternative (although this is being
phased out), permanent health and medical
insurance premiums. During the year
the Chairman & Chief Executive receives
reimbursement of the costs of maintaining
a lat in Leeds. The value of the beneit is
not pensionable. The Company makes no
pension contributions in respect of Edward
Ziff. The Group makes payments of 13% of
salary to a deined contribution scheme for
Stewart MacNeill, Ben Ziff and Craig Burrow.
The Committee recognises the guidance
of the 2018 Corporate Governance Code
in relation to the alignment of Executive
pensions with the wider staff pool. The
contributions of 13% made by the Company
in relation to Stewart MacNeill, Ben Ziff
and Craig Burrow are in alignment with
contributions made on behalf of other
members of the senior management team.
Variable remuneration
The Group operates two bonus plans;
the irst is an annual bonus plan under
which awards are discretionary and the
Committee considers the performance of
each individual Director and of the Group
in assessing the level of payments under
the plan. In particular, proit and growth
in Shareholder value (measured by the
movement in net asset value per share and
dividends paid as well as any movement
in share value) are carefully considered by
the Remuneration Committee in awarding
the bonuses when such increases were the
result of Directors’ input.
Speciic benchmarks are not set which
enables the Committee to award bonuses
for both innovation and performance that
can’t be measured against rigid inancial
metrics, although clearly the inancial
impact is considered; in particular the
gearing level, absolute level of external debt
and ultimately the capital structure of the
business. The maximum award under this
plan is 100% of base salary.
In addition to the above plan the Committee
are able to award exceptional bonuses
that are no more than 10% of the proits
generated from any signiicant transactions
that are outside of the ordinary course
of business for the Company, subject to
a maximum of £3m in any one inancial
year. The purpose of this is to encourage
relatively small but ultimately value-
enhancing strategic and innovative
technological investments that are
complementary to the existing core
businesses of TCS.
These bonuses are not pensionable. It is
Group policy to reward exceptional growth
or performance. The Directors participate
annually in the Share Incentive Plan (All
Employee Incentive Plan), which was
approved by Shareholders in December
2003. The current investment limit is £1,800
per annum with a share-matching element
equal to 100% of the investment made
subject to forfeiture should the individual
cease to be employed during the irst three
years of the plan.
Service agreements and
externalappointments
Edward Ziff has a service contract that is
subject to not less than two years’ notice.
Ben Ziff, Stewart MacNeill and Craig
Burrow have service contracts with one
year’s, six months’ and six months’ notice
respectively. The contracts provide for
retirement at 65. The Group can discharge
any obligation in relation to the unexpired
portion of their notice period or any
notice required to be given under their
service contracts by making a payment
in lieu thereof. If the Group terminates
the contract without giving notice and/or
makes a payment in lieu of any damages to
which the executive may be entitled, the
payment is to be calculated in accordance
with common law principles, including
those relating to mitigation of loss and
accelerated receipt. Directors are permitted
to accept non-executive appointments by
prior arrangement and provided there is no
conlict with the Group’s objectives.
Non-Executive Director remuneration
The Non-Executive Directors do not have
service contracts. They are appointed for
an initial three-year period and are now
up for re-election on an annual basis. The
Non-Executive Directors are not entitled
to participate in bonus, or share-based
payment schemes and do not receive any
other beneits.
Remuneration of other employees
Remuneration of other employees is set at a
level to attract, motivate and retain talented
individuals. This may include a Company
car or car allowance as appropriate.
Remuneration levels are recommended by
the Executive Directors and noted by the
Remuneration Committee. Employees are
eligible to participate in the Group bonus
scheme and the SIP scheme. The Group
makes pension contributions for eligible
employees at rates which vary depending
on seniority. In 2019 the Company improved
pension contributions for more junior staff
and also introduced a Westield Health
policy for a large number of staff members.
Directors’ Remuneration Report continued
Board remuneration including theoretical maximum bonuses
Year ended 30 June 2024. £’000s
Salary
Beneits
Bonus (paid)
Bonus (unpaid)
0 400200 600 1000 1400800 1200 1600
Craig Burrow
191 33
27
32
228
Stewart MacNeill
141182 73
Edward Ziff
576264190
738
Ben Ziff
258
44
364 213
1800 2000
Note: The unpaid element of the bonus represents the difference between the maximum possible bonus award of 100% of salary and the actual amount received in the year.
Annual Report on Remuneration
Single total igure of remuneration for each Director (audited)
The following table sets out the total single igure of remuneration for each Director for the years ended 30 June 2024 and 30 June 2023.
Fixed Variable
Total
£’000
Total
Fixed
remuneration
£’000
Total
Variable
Remuneration
£’000
Salaries
and fees
£’000
Taxable
beneits
1
£’000
Pension
contributions
3
£’000
Bonuses
£’000
SIP shares
2
£’000
Executive Chairman and Chief Executive
E M Ziff
5
2024 738 188 – 264 2 1,192 926 266
2023 706 53 – 220 2 981 759 222
Executive Directors
C B A Ziff
2024 258 8 34 364 2 666 300 366
2023 250 7 33 440 2 732 290 442
C Burrow
4
2024 228 3 28 32 2 293 259 34
2023 111 1 11 10 – 133 123 10
S MacNeill
2024 182 1 24 73 2 282 207 75
2023 165 1 21 67 2 256 187 69
2024 1,407 200 86 733 8 2,433 1,692 741
2023 1,232 62 65 737 6 2,102 1,359 743
Non-Executive Directors
M A Ziff 2024 56 – – – – 56 56 –
2023 53 – – – 53 53 –
P Huberman 2024 60 – – – – 60 60 –
2023 57 – – – – 57 57 –
I Marcus 2024 60 – – – – 60 60 –
2023 57 – – – – 57 57 –
J Collins 2024 56 – – – – 56 56 –
2023 53 – – – – 53 53 –
2024 232 – – – – 232 232 –
2023 220 – – – – 220 220 –
2024 1,639 200 86 733 8 2,665 1,924 741
2023 1,452 62 65 737 6 2,322 1,579 743
Note:
1 Taxable beneits include cash and non-cash beneits principally Company cars or a cash alternative, permanent health and medical insurance premiums. Until 31 December
2022, Edward Ziff received reimbursement of the costs of maintaining a lat in London which was regularly used for Company meetings. From 1 January 2023, following his
move to London, the Company reimburses Edward Ziff the costs of maintaining a lat in Leeds. The value of the beneits is not pensionable.
2 No long-term incentive plan was in operation for the relevant years although Directors were awarded shares under the Company SIP.
3 Edward Ziff received no pension contribution. The Group made payments to a Deined Contribution scheme and/or cash alternative for Ben Ziff, Stewart MacNeill and Craig
Burrow (all at 13% of base salary).
4 Craig Burrow joined the Board in January 2023.
5 Edward Ziff’s salary for the year ended 30 June 2023 has been restated to include a payment received in January 2023 that was not previously included.
Town Centre Securities PLC Annual Report and Accounts 2024
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02
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Notes to the single igure table –
Annual bonus targets and outcomes
for 2024
The current AGM-approved bonus scheme
allows for a maximum pay-out of 100% of
base salary.
During the year ended 30 June 2024,
all Executive Directors received a bonus
equalling 15% of base salary relating to
the performance of the Company in the
year ended 30 June 2023. The decision to
award these bonuses was deferred until
after the year-end; once the draft results
of the Company were better known, in
particular the valuation movements on the
Company’s investment property portfolio
and impairments on the Company’s car
parkassets.
• Exceptional bonuses were paid to
Edward Ziff, Ben Ziff and Stewart
MacNeill during the year of £162,520,
£325,039 and £48,756 respectively,
following receipt of the first element of
deferred consideration and the earnout
consideration from the YourParkingSpace
investment sale.
Scheme interests awarded during
theinancial year
Town Centre Securities PLC does not
currently operate a long-term incentive
plan. It does operate an All Employee Share
Incentive Plan, approved by Shareholders
in December 2003. The investment limit is
£1,800 per annum with a share matching
element equal to 100% of the investment
made subject to forfeiture should the
individual cease to be employed during the
irst three years of the plan.
In May 2024 all four Executive Directors
accepted the annual invitation to participate
in this All Employee Share Incentive Plan
by each agreeing to purchase shares to the
value of £1,800, paid between June 2024
and November 2024. They will be eligible
to receive ‘matching’ shares on a one-for-
one basis. The number of shares will be
determined at the end of November 2024.
For illustration, based on the share price as
at 30 June 2024, this would equate to each
Director receiving 1,348 partnership shares
and 1,348 matching shares. In November
2023 Edward Ziff, Ben Ziff, Stewart
MacNeill and Craig Burrow received 1,290
partnership shares and 1,290 matching
shares in respect of the 2023 Share
Incentive Plan.
The total number of partnership and matching SIP shares beneicially held at 30 June 2024
is shown below.
Executive
Holding of partnership and matching SIP Shares
(30 June 2024)
Edward Ziff 13,462
Ben Ziff 13,462
Stewart MacNeill 5,338
Craig Burrow 7,936
Directors’ Shareholdings (audited)
The table below sets out the shares held by the Directors as at 30 June 2024:
Beneicial Non-beneicial
Edward Ziff 5,496,926 10,853,427
Ben Ziff 778,100 –
Stewart MacNeill 5,338 –
Craig Burrow 18,287 –
Michael Ziff 2,452,255 7,443,445
The non-beneicial interest disclosures include 649,278 Ordinary Shares held by the estate
of Dr Marjorie Ziff, an estate to which Edward and Michael Ziff are executors, and 3,409,982
Ordinary Shares over which a power of attorney has been granted by AL Manning to
Edward Ziff for personal estate management reasons. Non-beneicial holdings include
shares held in trust and under powers of attorney.
Edward Ziff, Stewart MacNeill and Ben Ziff are Directors of TCS Trustees Limited, Trustee for
the shares that are required for the All Employee Share Incentive Plan. At 30 June 2024, TCS
Trustees Limited held 84,993 Ordinary Shares (2023: 35,237) on behalf of all participants,
including those share awards of Executive Directors shown above.
Performance graph and table
The following graph shows the Company’s Total Shareholder Return (‘TSR’) performance
compared to the FTSE All Share REIT Index, over the ten years ended 30 June 2024. This
index has been chosen because the Directors consider it the most appropriate comparison
and TCS is a constituent of this list. This chart illustrates the movement in value of a
hypothetical investment of £100 in TCS and the FTSE All Share REIT index.
0
20
40
60
80
100
120
140
160
180
Jun-24Jun-23Jun-22Jun-21Jun-20Jun-19Jun-18Jun-17Jun-16Jun-15Jun-14
TOWN
Source: DataStream
FTSE UK REITs
Directors’ Remuneration Report continued
Over the long term TCS has outperformed FTSE All Share REIT Companies. On a 20-year basis TCS TSR was 1.2% versus the FTSE All Share
REIT at 2.6%. On a ten-year basis TCS TSR was 4.2% behind the FTSE All Share REIT at -2.3%.
The table below sets out the total remuneration and incentive plan pay-outs for the Executive Chairman and CEO over a ten-year period.
Single total igure of
remuneration (£’000s)
Annual bonus pay-out
(% of maximum)
2023/24 1,192 15%
2022/23 981 0%
2021/22 1,019 45%
2020/21 685 0%
2019/20 713 0%
2018/19 711 0%
2017/18 914 40%
2016/17 809 20%
2015/16 718 10%
2014/15 782 30%
Percentage change in remuneration of the Directors
The table below sets out a comparison of the percentage change in base salary, taxable beneits and bonus of the Directors versus the total
employee population from 2019 to 2020, from 2020 to 2021, from 2021 to 2022 and from 2022 to 2023.
Salary change 2019 to 2020 2020 to 2021 2021 to 2022 2022 to 2023 2023 to 2024
Edward Ziff (1.6%) 0.8% 7.3% 3.7% 4.5%
Ben Ziff 10.3% 3.6% 8.0% 4.0% 3.7%
Stewart MacNeill n/a n/a 0.0% 3.3% 10.4%
Craig Burrow n/a n/a n/a n/a 4.0%
Michael Ziff (0.8%) 0.8% 4.8% 7.5% 5.1%
Ian Marcus (0.8%) 0.8% 4.8% 7.5% 5.0%
Paul Huberman (0.8%) 0.8% 4.8% 7.5% 5.0%
Jeremy Collins (0.8%) 0.8% 4.8% 7.5% 5.1%
Average employee
1
5.5% 6.9% 5.4% 8.6% (9.8%)
1 Average pay for employees is calculated on a like-for-like basis for comparison purposes.
Taxable beneits change 2019 to 2020 2020 to 2021 2021 to 2022 2022 to 2023 2023 to 2024
Edward Ziff 0.0% (38.9%) (2.3%) 23.6% 253.5%
Ben Ziff 28.6% (92.6%) 100.0% 69.9% 10.8%
Stewart MacNeill n/a n/a 0.0% 7.6% 55.1%
Craig Burrow n/a n/a n/a n/a 196.5%
Michael Ziff 0.0% 0.0% 0.0% 0.0% 0.0%
Ian Marcus 0.0% 0.0% 0.0% 0.0% 0.0%
Paul Huberman 0.0% 0.0% 0.0% 0.0% 0.0%
Jeremy Collins 0.0% 0.0% 0.0% 0.0% 0.0%
Average employee 21.9% 0.0% 0.0% 0.0% 0.0%
Town Centre Securities PLC
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Contents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - SectionContents Generation - Section Contents Generation - Section
Percentage change in remuneration of the Directors continued
Bonus change 2019 to 2020 2020 to 2021 2021 to 2022 2022 to 2023 2023 to 2024
Edward Ziff 0.0% 0.0% n/a (24.9%) 20.0%
Ben Ziff 0.0% 0.0% n/a 303.7% (17.5%)
Stewart MacNeill n/a n/a n/a 37.5% 11.6%
Craig Burrow n/a n/a n/a n/a 219.5%
Michael Ziff 0.0% 0.0% 0.0% 0.0% 0.0%
Ian Marcus 0.0% 0.0% 0.0% 0.0% 0.0%
Paul Huberman 0.0% 0.0% 0.0% 0.0% 0.0%
Jeremy Collins 0.0% 0.0% 0.0% 0.0% 0.0%
Average employee 0.0% 0.0% n/a n/a (44.1%)
Relative importance of spend on pay
The table below shows how expenditure on total pay compares to other inancial outgoings.
2023
(£’000)
2024
(£’000) % change
Staff remuneration costs 7,000 7,376 5.4%
Dividends to
Shareholders 2,423 4,638 91.4%
External appointments
No Executive Directors have other external appointments for which they are paid. During
the year Edward Ziff was the unpaid Chair and Trustee of Leeds Hospitals Charity.
Implementation of the remuneration policy for 2025
The following table outlines how TCS intends to implement the remuneration policy in the
year ending 30 June 2025.
Component Implementation for 2025
Base salary The Committee usually agrees base salary increases effective from
October. This year the Committee has agreed that there will be a 3%
cost-of-living increase to three of the Executive Directors.
Beneits Beneits provisions will be as per 2024, to include cash and non-cash
beneits principally Company cars or a cash alternative, permanent health
and medical insurance premiums. The Chairman & Chief Executive
receives reimbursement of the costs of maintaining a lat in Leeds.
Pension Edward Ziff does not receive a contribution. The Group makes payments
to a Deined Contribution scheme for Stewart MacNeill, Ben Ziff and
Craig Burrow of 13% of base salary.
Annual bonus The Remuneration Committee are able to award two types of bonus:
An annual bonus with a maximum opportunity of up to 100% of
basesalary.
Exceptional bonuses that are no more than 10% of the proits generated
from any signiicant transactions that are outside of the ordinary course
of business for the Company, subject to a maximum of £3m in any
one inancial year. The purpose of this is to encourage relatively small
but ultimately value-enhancing strategic and innovative technological
investments that are complementary to the existing core businesses of TCS.
All bonuses are currently entirely at the discretion of the
RemunerationCommittee.
The Committee is currently discussing potential measures and
weightings and if adopted will only be disclosed retrospectively owing
to commercial sensitivity.
SIP Executive Directors will continue to participate in the SIP.
NED fees NED fees will increase by 3% with effect from October 2024.
Consideration by the
Directorsof matters relating
toDirectors’remuneration
The Remuneration Committee formally
met twice during the year and following
Directors were members of the Committee
during 2024:
• Ian Marcus
• Paul Huberman
• Jeremy Collins
The key activities of the Committee during
the year were:
• Whilst no bonus was approved during the
year relating to the year ended 30 June
2024, a bonus of 10% of base salary was
approved after the year-end which will be
included in the results of the Company
for the year ending 30 June 2025.
• Approving exceptional bonuses awarded
to Edward Ziff, Ben Ziff and Stewart
MacNeill arising from receipts of the
first element of deferred consideration
and the contingent consideration from
the sale of the Company’s investment in
YourParkingSpace Limited.
• Approving the salaries for 2024
(cost-of-living increases for all the
ExecutiveDirectors).
• Setting the bonus targets for 2025.
• Reviewing Service Contracts for
continued appropriateness.
• Discussing structures for any potential
future LTIP scheme.
• Reviewing the Terms of Reference
• Reviewing changes to Corporate
Governance and the Committee’s
approach to these changes.
Statement of voting in relation to the
2023 AGM
Annual Report on
Remuneration
Votes for 97.93%
Votes against 2.07%
This report was approved by the Board on
15 October 2024 and signed on its behalf by
Ian Marcus
Chairman of Remuneration Committee
15 October 2024
Directors’ Remuneration Report continued Directors’ Report
The Corporate Governance Statement on
pages 62 to 84 form part of this report.
Principal activities
Company status
Town Centre Securities PLC is a public
limited liability Company incorporated
under the laws of England and Wales .
Ithas premium listing on the London Stock
Exchange main market for listed securities
(LON: TOWN).
Results for the year
anddividends
The results for the year are set out in
the Consolidated Income Statement
onpage98.
An interim dividend of 8.5p per share was paid
on 14 June 2024 as a PID. The Directors do not
propose the payment of a inal dividend.
Non-current assets
Details of movements in non-current assets
are set out in note 12 to the consolidated
inancial statements.
Investment properties are held at fair value
and were revalued by Jones Lang LaSalle
and CBRE as at 30 June 2024, on the basis
of open-market value, or were revalued by
the Directors. The key assumptions are set
out in note 12 to the consolidated inancial
statements. In arriving at the valuation, each
property has been valued individually.
Financial instruments
The key risks rising from inancial
instruments are considered to be trade
debtors, lease liabilities and borrowings,
which are set out in further detail on
pages125 to 127.
Share capital
The changes in the Company’s issued share
capital during the year are as set out below
in the Purchase of own shares section.
At 30June 2024, there were 42,162,679
Ordinary Shares of 25p per share in issue
and fully paid. The Company does not
holdany Ordinary Shares in treasury.
Purchase of own shares
During the year, the Company
purchased6.292,920 of its own ordinary
shares for cancellation as part of a tender
offer announced on 8 November 2023.
The aggregate consideration including
associated costs for the tender offer
was£9,439,961.
At the forthcoming AGM, the Company
will be seeking to renew its authority to
purchase up to 15% of the Ordinary Shares
in issue, assuming the remaining authority is
fully utilised. Shares will only be purchased
if the Board believes it can take advantage
of stock market conditions to enhance
returns for the remaining Shareholders.
Other forms of capital utilised by
the Company
In addition to share capital, the Company
utilises a variety of other forms of debt
inancing – these are set out in note 18 to
the inancial statements.
Shareholder voting rights
The Company has only one type of
OrdinaryShare class in issue and all
shareshave equal entitlement to voting
rights and dividend distributions.
The Company has no share option
schemes in current operation and there
are no unexercised options outstanding
at30June2024.
Town Centre Securities conirms that there
are no restrictions concerning the transfer
of securities in the Company; no special
rights to control attached to securities; no
restrictions on voting rights; no agreements
between holders of securities regarding
their transfer known to the Company; and
no agreements to which the Company is a
party that might affect its control or trigger
any compensatory payments for Directors
following a successful takeover bid.
Political donations
The Group made no political contributions
in the inancial year (2023: nil).
Taxation
The Company left the REIT regime with
effect from 1 July 2023 and all proits of the
Group are now subject to corporation tax.
Directors and Directors’ interests
The Directors of the Company and their
biographical details are shown on pages
64 to 65. None of the Directors have any
contracts of signiicance with the Company.
Details of the Executive Directors’ service
contracts are given in the Directors’
Remuneration Report on page 80.
The Directors present
their report for the year
ended 30 June 2024.
Town Centre Securities PLC Annual Report and Accounts 2024
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Beneicial and non-beneicial interests of
the Directors in the shares of the Company
as at 30 June 2024 are disclosed in the
Directors’ Remuneration Report on page
82. Details of the interests of the Directors
in share options and awards of shares
can be found within the same report.
In accordance with the UK Corporate
Governance Code all Directors will retire
atthe Company’s AGM on 19 November
2024 and offer themselves for re-election.
Service agreements of Executive Directors
and terms of conditions of Non-Executive
Directors are available for inspection at
theCompany’s registered office.
Workforce engagement
Ian Marcus, Non-Executive Director, agreed
to be workforce champion for the Company.
Further details on workforce engagement
are included on page 37.
Emission reporting
The Group’s Greenhouse Gas Emissions
Statement is included within the Strategic
Report on page 40.
Power of Directors
The Directors manage the business of
the Company under the powers set out
in the Company’s Articles of Association
(the ‘Articles’) and those contained within
relevant UK legislation.
Directors’ indemnity insurance
In accordance with the Company’s Articles
of Association, the Company has provided
to all the Directors an indemnity (to the
extent permitted by the Companies Act
2006) in respect of liabilities incurred as a
result of their office and the Company has
taken out an insurance policy in respect
of those liabilities. Neither the indemnity
nor insurance provide cover in the event
that the Director is proven to have acted
dishonestly or fraudulently. The Company
has appropriate Directors’ & Officers’
Liability insurance cover in respect of
potential legal actions against the Directors.
2024 Annual General Meeting
A Notice of Meeting can be found on pages
143 to 149 explaining the business to be
considered at the AGM on 27 November
2024 at Town Centre House, Leeds. This will
include renewal of the Company’s authority
to purchase, in the market, its own shares
and allot shares for cash other than on a
pre-emptive basis to existing Shareholders.
Going concern
Further detail is set out on page 56 of the Strategic Report.
Independent auditors
The auditors, BDO LLP, have indicated their willingness to continue in office, and a
resolution that they be re-appointed will be proposed at the AGM.
Disclosure of information to the auditors
The Directors who held office at the date of approval of this Directors’ Report conirm that,
so far as they are each aware, there is no relevant audit information of which the Company’s
auditors are unaware. Each Director has taken all the reasonable steps that they ought to
have taken as a Director to make themselves aware of any relevant audit information and
toestablish that the Company’s auditors are made aware of that information.
Relationship agreements
In accordance with the UK Listing Rules, the Company has entered into an agreement
with the Ziff Family Concert Party which, as it controls more than 30% of the Group’s total
issued share capital, is deemed a Controlling Shareholder. The relationship agreement
was intended to ensure the Controlling Shareholder complied with the independence
provisions in Listing Rule 9.2.2A.
Under the terms of the relationship agreement, the Principal Concert Party Shareholders
(Mr E Ziff & Mr M Ziff) have agreed to procure the compliance of other individual members
of the Ziff Family Concert Party who are treated as Controlling Shareholders with
independence obligations in the relationship agreement. The Ziff Family Concert Party,
as Controlling Shareholders of the Company, have a combined aggregate holding of
approximately 56.7% of the Company’s voting rights.
The Board conirms that, since the entry into the relationship agreement and until
14 October 2024, being the latest practicable date prior to the publication of this
Annual Report andAccounts:
• the Company has complied with the independence provisions included in the
relationshipagreement;
• so far as the Company is aware, the independence provisions included in the relationship
agreement have been complied with by the Ziff Family Concert Party and their
associates;and
• so far as the Company is aware, the procurement obligation included in the relationship
agreement has been complied with by the Principal Concert Party Shareholders.
Substantial shareholdings
As at 14 October 2024, being the last practicable date, the Company had been notiied,
inaccordance with the UK Listing Authority’s Disclosure Guidance and Transparency Rules,
that the Shareholders in the table below held, or were beneicially interested in, 3% or
moreof the voting rights in the Company’s issued share capital.
Number of
shares
% of issued
capital
Ziff Concert Party 23,984,400 56.89%
New Fortress Finance Holdings Limited 4,085,380 9.69%
Post-balance sheet events
Post-balance sheet events since 30 June 2024 are detailed in note 27.
By order of the Board
Edward Ziff OBE DL
Chairman & Chief Executive
15 October 2024
Directors’ Report continued Statement of Directors’ Responsibilities
Company law requires the Directors to
prepare inancial statements for each
inancial year. Under that law the Directors
have prepared the Group inancial
statements in accordance with UK adopted
international accounting standards and
the Parent Company inancial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards
and applicable law). Under company law
the Directors must not approve the inancial
statements unless they are satisied that
they give a true and fair view of the state
of affairs of the Group and the Company
and of the proit or loss of the Group for
that period. In preparing these inancial
statements, the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable
andprudent;
• state whether they have been prepared
in accordance with international
accounting standards in conformity
with the requirements of the Companies
Act 2006, subject to any material
departures disclosed and explained in
the FinancialStatements;
• state whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any
material departures disclosed and
explained in the Group and Parent
Company financial statements respectively;
• prepare the financial statements on
the going-concern basis unless it is
inappropriate to presume that the
Company will continue in business; and
• prepare a Directors’ report, a strategic
report and Directors’ remuneration report
which comply with the requirements of
the Companies Act 2006.
The Directors are responsible for keeping
adequate accounting records that
are sufficient to show and explain the
Company’s transactions and disclose
with reasonable accuracy at any time the
inancial position of the Company and enable
them to ensure that the inancial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding the
assets of the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
TheDirectors are responsible for ensuring that
the Annual Report and Accounts, taken as a
whole, are fair, balanced, and understandable
and provides the information necessary
for Shareholders to assess the Group’s
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the
Annual Report and the inancial statements
are made available on a website. Financial
statements are published on the Company’s
website in accordance with legislation in the
United Kingdom governing the preparation
and dissemination of inancial statements,
which may vary from legislation in other
jurisdictions. The maintenance and integrity
of the Company’s website is the responsibility
of the Directors. The directors’ responsibility
also extends to the ongoing integrity of the
inancial statements contained therein.
Directors’ responsibilities pursuant
to DTR4
The Directors conirm to the best of
theirknowledge:
• The financial statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and profit and
loss of the Group and Company.
• The Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face.
This responsibility statement for the year
ended 30 June 2024 was approved by the
Board on 15 October 2024.
For and on behalf of the Board
Edward Ziff OBE DL
Chairman & Chief Executive
15 October 2024
The Directors are
responsible for preparing
the Annual Report, the
Directors’ Remuneration
Report and the financial
statements in accordance
with applicable law
andregulations.
Town Centre Securities PLC Annual Report and Accounts 2024
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CORPORATE GOVERNANCE
02
CORPORATE GOVERNANCE
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Ducie House, Manchester.
Town Centre Securities PLC Annual Report and Accounts 2024
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CORPORATE GOVERNANCE
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Independent Auditor’s Report
to the members of Town Centre Securities Plc
Opinion on the inancial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 June 2024
and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the inancial statements of Town Centre Securities Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 30 June 2024 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the
consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash low statement, the company balance
sheet, the company statement of changes in equity and notes to the inancial statements, including material and signiicant accounting policy
information. The inancial reporting framework that has been applied in the preparation of the Group inancial statements is applicable
lawand UK adopted international accounting standards. The inancial reporting framework that has been applied in the preparation of the
Parent Company inancial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard
102 The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (United Kingdom Generally Accepted
Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the inancial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent
with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were initially appointed by the Directors for the year ended 30 June 2016.
Wewere reappointed by the Members on 1 December 2023 to audit the inancial statements for the year ended 30 June 2024 and
subsequent inancial periods. The period of total uninterrupted engagement including retenders and reappointments is 9 years, covering
the years ended 30June 2016 to 30 June 2024. We remain independent of the Group and the Parent Company in accordance with the
ethical requirements that are relevant to our audit of the inancial statements in the UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulilled our other ethical responsibilities in accordance with these requirements. The non-audit
services prohibited by that standardwere not provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the inancial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the inancial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
• Using our knowledge of the Group and its market sector together with the current economic environment to assess the Directors’
identification of the inherent risks to the Group’s business and how these might impact the Group’s ability to remain a going concern
for the going concern period, being the period to 31 October 2025, which is at least 12 months from when the financial statements are
authorised for issue;
• We assessed the forecast cash flows with reference to historic performance and challenged the Directors’ assumptions in comparing
them to the historic and current performance of the Group;
• We agreed the Group’s underlying borrowing facilities and the related covenants to supporting financing agreements;
• We obtained covenant calculations and forecast calculations to test for any potential future breaches. We also considered the
covenant compliance headroom for sensitivity to both future changes in property valuations and group’s financial performance. We
considered the Director’s mitigating actions in the event of the occurrence of the downside scenarios in light of supporting evidence
and ensured that they were realistic within the required timescales;
• We challenged the Directors’ as to their intentions for loan facilities maturing during the going concern period. As at 30 June 2024,
the Group had drawn down £13.8m out of a total of £70m across its three revolving credit facilities (“RCFs”). We confirmed that one of
the RCFs, with a balance of £2.5m, due for repayment in September 2025 can be extended by an additional one year at the option of
the Parent Company if exercised and approved by the lender;
• We considered the ability of the group to repay the above £2.5m RCF during the going concern period and note that the RCF
repayment date can be extended by an additional year to 2026, however should a need for repayment arise, the group has significant
headroom of at least £20m within its RCFs which could be used to repay the facility is required during the going concern period.
• We considered board minutes, and evidence obtained through the audit and challenged the Directors on the identification of any
contradictory information in the forecasts and impacting the going concern assessment; and
• We analysed the Director’s stress testing calculation and challenged the assumptions made using our knowledge of the business and
current economic climate, to assess the reasonableness of the scenarios selected.
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Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
Based on the work we have performed, we have not identiied any material uncertainties relating to events or conditions that, individually
or collectively, may cast signiicant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at
least twelve months from when the inancial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the inancial statements about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
COVERAGE
100% (2023: 100%) of Group proit before tax
100% (2023: 100%) of Group revenue
100% (2023: 100%) of Group total assets
KEY AUDIT MATTERS
2024 2023
Valuation of property interests
✔ ✔
Change in tax regime status and accounting for
deferred tax
✔
MATERIALITY
Group inancial statements as a whole
£2.9m (2023: £2.8m) based on 1.1% (2023: 1%) of Group non-current assets
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control,
and assessing the risks of material misstatement in the inancial statements. We also addressed the risk of management override of internal
controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
The Group operates solely in the United Kingdon through a number of legal entities, which form reporting components. Signiicant components
were deined as those reporting components contributing more than 15% towards Group assets, turnover or proits or if judgmentally considered
to be signiicant by nature. Of the 20 active components in the Group, 6 were considered signiicant. The inancial information relating
to the Parent Company and all other signiicant components of the Group were subject to full scope audits by the Group audit team.
Our audit procedures for non-signiicant components were limited to those areas deemed material to the Group accounts on either
an individual or aggregate basis across all components. Revenue, tax and property valuations across the Group were areas which have
beensubject to a full scope audit by the Group engagement team.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Town Centre Securities Plc operations and inancial
statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential
impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects
this particular sector;
• Involvement of climate-related experts in evaluating management’s risk assessment; and
• Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a risk
assessment as to how the impact of the Group’s commitment as set out in pages 42 to 49 may affect the financial statements
andouraudit.
We challenged the extent to which climate-related considerations, including the expected cash lows from the initiatives and commitments
have been relected, where appropriate, in management’s going concern assessment and viability assessment.
We also assessed the consistency of management’s disclosures included as ‘Other Information’’ on pages 42 to 49 with the inancial
statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most signiicance in our audit of the inancial statements
of the current period and include the most signiicant assessed risks of material misstatement (whether or not due to fraud) that we identiied,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the inancial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
property interests
Refer to accounting
policies on the
Group property
interests in note 1
(pages 104 to 105).
See notes 12 and 14
for details of Group
property interests.
The valuation of the Group’s property
interests (see note 12) is the key driver
of the Group’s net asset value and
underpins the results for the year.
These interests consists of investment
and development properties and
freehold car park ixed assets totalling
£217.5m (2023: £218.5m) and an interest
in a joint venture being the Group’s share
of the fair value of investment property
within this joint venture totalling £27.5m
(2023:£30.7m).
All interests in property as listed above
are subject to independent revaluation
to open market value at each reporting
date by independent external valuation
experts, with the exception of one
property totalling £51,000 (2023:
£51,000) which is subject to valuation
bythe Property Director.
The valuation of the Group’s property
interests, including those held in the joint
venture, depends on the individual nature
of each property, including its location,
and the rental income it generates. The
assumptions on which the valuations are
based are further inluenced by the quality
of tenants, prevailing market yields and
comparable market transactions.
Assets held as development properties
are valued using a comparable
salesapproach.
The hotel property and freehold car
park properties which are classiied
as property, plant and equipment and
carried at fair value are valued using a
discounted cash low model.
All of these valuation methods involve
signiicant judgment and estimation
to be applied by management and the
external valuation experts, increasing the
inherent risk in this area.
We consider this to be a signiicant risk
area as small percentage changes in
each key assumption could materially
affect the carrying value of these assets
concerned and hence we consider this to
be a key audit matter.
Experience of valuers and relevance of their work.
We obtained the valuation reports prepared by the independent
valuers and with the assistance of our real estate experts discussed
the basis of the valuations with them, read the valuation reports
and conirmed that all valuations had been prepared in accordance
with applicable valuation guidelines and the requirements of the
applicable accounting standards and were therefore appropriate for
determining the carrying value in the Group’s inancial statements.
We assessed the independent external valuations experts’ objectivity,
independence and qualiications to undertake the valuations.
Data provided to the valuer
We validated, on a sample basis, the underlying data provided to
the valuer by the Directors. This data included internal tenancy
schedules, capital expenditure details and lease terms, which
wereagreed back to appropriate supporting documents.
Assumptions and estimates used by the valuers.
We held meetings with both independent external valuation experts
in which we conirmed directly with these experts that the valuation
had been performed on the basis consistent with practices approved
by the Royal Institute of Chartered Surveyors (“RICS”) andthe
requirements of the accounting standards.
With assistance of our real estate RICS qualiied valuation experts,
we developed yield expectations on each property using available
independent industry data, reports and comparable transactions
in the market around the period end. Our real estate experts also
attended the audit meetings with the Group’s valuers to assist us in
assessing that explanations provided were appropriate and in line
with market knowledge.
We compared the key valuation assumptions against our
independently formed market expectations. Where the valuation
was outside of our expected range we challenged the independent
valuer on speciic assumptions and reasoning for the yields applied
and corroborated their explanations where relevant, including
agreeing to third party documentation.
For development properties valued on comparable basis, we
have obtained details of the comparable sites and checked
the appropriateness of using this information with the
valuationcalculation;
For freehold car parks valued on an income-based method, we
assessed the level of income provided to the valuers through
comparison to actual income generated from historic period and
challenged the external experts on the discount rate applied within
the calculation using knowledge from the market and our internal
specialists; and
Similarly, for the hotel property interest we assessed the level
of income included within the valuation calculations through
comparison to historic actuals and challenged the independent
external valuers on assumptions made regarding the discount rate
applied in the calculation.
Key observations:
Based on our work, we consider that the assumptions adopted
by the Directors in the valuation of investment property were
reasonable and the methodology applied was appropriate.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
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Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
Key audit matter How the scope of our audit addressed the key audit matter
Change in tax
regime status and
accounting for
deferred tax
Refer to the
accounting policies
on Taxation in Note 1
to the consolidated
inancial statements.
See Notes 9 and 19
of the consolidated
inancial statements
for the Details of the
tax disclosures.
As disclosed in Note 1 to the consolidated
inancial statements, the Group and the
Parent Company left the Real Estate
Investment Trust (REIT) regime with
effect from 1 July 2023 and from this
date, the proits of the Group and the
Parent Company are now all subject to
corporation tax.
The Group has recognised a deferred
tax asset relating to trading losses from
previous periods. The Directors have
assessed that there is sufficient evidence
that these losses will be offset against
future taxable proits.
The change in status has resulted in
material changes to the Group and the
Parent Company’s inancial reporting, in
particular the recognition, measurement
and presentation of deferred tax
balances and related disclosures.
As a result, this increases the inherent
risk of error in determining deferred tax
asset and liability balances. Additionally,
future forecasts may not support the
recoverability of deferred tax assets.
Given the signiicance of the change to
the tax regime status on the Group and
the Parent Company, we consider this
tobe a Key Audit Matter.
We reviewed correspondences between the Parent Company’s tax
advisors, and HMRC to assess if the Parent Company left the REIT
regime with effect from 1 July 2023.
We obtained the Director’s tax calculations and with
the assistanceof our tax specialists, we assessed the
appropriatenessand completeness of the amounts recognised
against the requirements of the applicable accounting standards.
We discussed with the Directors to understand and challenge the
available losses and how they will be utilised against future proitability.
We challenged the recoverability of the deferred tax assets by
assessing the projected future proitability of the Group and the
period of time over which the losses are expected to be utilised. We
checked the consistency of the projected future proitability with
the forecasts audited as part of the of going concern and longer
term viability assessment.
We agreed the underlying information related to available tax losses
in the Director’s tax calculation to the Group’s 30 June 2023 iled
tax computations to assess the completeness and accuracy of
deferred tax balances.
For deferred tax liabilities arising from uplifts in property valuations
we assessed the basis for the deferred tax liability calculations
by agreeing the fair values of each property to the independent
property valuations, and our audit work on the valuations. We
also agreed the tax bases applied by the Directors for each of the
property assets to the valuation of each property asset on the 1 July
2023, being the date of exit from the REIT regime.
We assessed the accuracy of the tax disclosures in the inancial
statements by agreeing the tax calculation to the disclosures in
the inancial statements and checking the disclosures against the
requirements of the applicable standard.
Key observations:
Based on our work, we consider the Group’s and the Parent
company’s accounting for the Change in tax regime status and the
related deferred tax balances to be reasonable.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could inluence the economic decisions of reasonable users
that are taken on the basis of the inancial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identiied misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the inancial statements as a whole.
Based on our professional judgement, we determined materiality for the inancial statements as a whole and performance materiality
as follows:
Group inancial statements Parent company inancial statements
2024
£m
2023
£m
2024
£m
2023
£m
Materiality
2.9 2.8 1.0 1.0
Basis for determining
materiality
1.1% of Non-current assets 1% of Non-current assets 1.2% of Non-current assets,
excluding investments
insubsidiaries
1% of Non-current assets,
excluding investments in
subsidiaries
Rationale for the
benchmark applied
Non-current assets are considered to be the
principal considerations for the users of the inancial
statements in assessing the inancial performance of
the Group.
Non-current assets are considered to be the
principal considerations for the users of the inancial
statements in assessing the inancial performance of
the parent company. Investment in subsidiaries have
been excluded as the key driver of the Company is
deemed to be its investment property.
Performance materiality
2.0 1.96 0.7 0.7
Basis for determining
performance materiality
70% of materiality 70% of materiality 70% of materiality 70% of materiality
Rationale for the
percentage applied for
performance materiality
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
In determining 70%
performance materiality,
we have considered our
risk assessment, including
our assessment of the
Group’s overall control
environment and the
level of misstatements in
previous years.
Speciic materiality
We also determined that for other account balances, a misstatement of less than materiality for the inancial statements as a whole could
inluence the economic decisions of users. We concluded that for balances excluding non-current assets, property revaluation movements
including impairment charges, gains or losses on disposal of properties, changes in the fair value of inancial instruments, a user of the
inancial statements may be inluenced by amounts lower than inancial statement materiality based on total non-current assets. As a
result, we determined that speciic materiality for the measurement of these areas should be lower.
We determined speciic materiality for these items to be £220,000 (2023: £225,000). This is based on 5.8% of adjusted earnings (2023:7.4%
of “EPRA” European Public Real Estate Association earnings). As a result of the exit from the REIT regime, the group is subject to tax on
its proits. This has resulted in the recognition of a signiicant deferred tax asset for available losses that are expected to be utilised as
well as deferred tax liabilities on any uplifts in property valuations. In the current year, there is a signiicant tax credit recognised in the
income statement which distorts EPRA earnings when compared to previous years. As such, and having assessed the relevant industry
benchmarks, we consider it more appropriate to adopt an adjusted earnings igure in setting speciic materiality. In particular, we consider
it appropriate to apply proit before tax adjusted for fair value movements. This is prevalent when a listed property group is a taxpayer as
opposed to non-tax payer within the REIT regime.
We further applied a performance materiality level of 70% (2023: 70%) of speciic materiality to ensure that the risk of errors exceeding
speciic materiality was appropriately mitigated.
Parent company speciic materiality was capped at £215,000 (2023: £140,000) which equates to 3.0% (2023: 1%) of adjusted earnings.
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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Independent Auditor’s Report continued
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Component materiality
For the purposes of our Group audit opinion, we set inancial statement materiality for each signiicant component of the Group on, the
same basis as Group materiality, being 2% (2023: 2%) of the total assets of each component dependent on the size and our assessment
of the risk of material misstatement of the component. Component inancial statement materiality ranged from £96,000 to £2,333,000
(2023: £150,000 to £1,994,000). In the audit of each component, we further applied performance materiality levels of 70% (2023: 70%) of
the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Speciic materiality for each component, was calculated on the same basis as outlined above for the parent company, speciic materiality.
Speciic materiality for the components ranged from £2,000 to £215,000 (2023: £6,080 to £120,000). For each speciic materiality set, we
applied a performance materiality level of 70% (2023: 70%)
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £10,000 (2023:£11,000).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and
Accounts other than the inancial statements and our auditor’s report thereon. Our opinion on the inancial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the inancial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
Ifwe identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to
a material misstatement in the inancial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code
speciied for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the inancial statements, or our knowledge obtained during the audit.
GOING CONCERN AND
LONGER-TERM VIABILITY
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identiied set out on page 56; and
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 57.
OTHER CODE PROVISIONS
• Directors’ statement on fair, balanced and understandable set out on page 71;
• Board’s conirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 71;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 71; and
• The section describing the work of the audit committee set out on page 74.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies
Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
STRATEGIC REPORT AND
DIRECTORS’ REPORT
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the inancial year for which
the inancial statements are prepared is consistent with the inancial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legalrequirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identiied material misstatements in the strategic report
or the Directors’ report.
DIRECTORS’ REMUNERATION In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
MATTERS ON WHICH WE
ARE REQUIRED TO REPORT
BY EXCEPTION
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company inancial statements and the part of the Directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration speciied by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the inancial
statements and for being satisied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of inancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the inancial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the inancial statements
Our objectives are to obtain reasonable assurance about whether the inancial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to inluence the economic decisions of users taken on the basis of these inancial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
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FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance, which included the Audit Committee; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
we considered the signiicant laws and regulations to be the Companies Act 2006, applicable accounting standards, the UK Listing Rules
and UK tax law and regulations.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or
disclosures in the inancial statements, for example through the imposition of ines or litigations. We identiied such laws and regulations to
be UK VAT regulations.
Our procedures in respect of the above included:
• Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
• Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the inancial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• We obtained an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the area’s most susceptible to fraud to be the valuation of the Group’s property interests,
management bias and override of controls and the potential manipulation of revenue through the posting of fraudulent journal entries.
Independent Auditor’s Report continued
to the members of Town Centre Securities Plc
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a defined risk criterion, by agreeing to supporting documentation;
• Involvement of forensic specialists within the audit to assess the susceptibility of the financial statements to material fraud;
• Assessing significant inputs to valuations by testing source documentation to verify their accuracy and completeness;
• Involvement of valuation experts to assist the audit team in challenging the external valuer assumptions and data used in the
valuationreports;
• Using data analytics to identify any revenue journal entries which were outside our expectations. We then vouched these to
supporting documentation to confirm that they are valid revenue transactions recorded in the correct period; and
• Testing of consolidation journals including a sample of manual adjustments at the consolidation level to supporting documents.
We also communicated relevant identiied laws and regulations and potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the inancial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions relected in
the inancial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this
report,or for the opinions we have formed.
Christopher Young (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
15 October 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
FINANCIAL STATEMENTS
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FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Consolidated Income Statement
for the year ended 30 June 2024
| 2024 | 2023 | ||
| Notes | £’000 | £’000 | |
Gross revenue | 3 | ||
Service charge income | 3 | ||
Gross revenue | 3 | ||
Service charge expenses | 3 | ( | ( |
Property expenses | 3 | ( | ( |
Net revenue | |||
Administrative expenses | 4 | ( | ( |
Other income | 7 | ||
Valuation movement on investment properties | 12 | ( | ( |
Impairment of car parking assets | 12 | ( | ( |
Impairment of goodwill | 13 | ( | ( |
Loss on disposal of investments | ( | ( | |
Valuation movement on investments | 15 | ||
Proit on disposal of investment properties | |||
Share of post-tax losses from joint ventures | 14 | ( | ( |
Operating loss | ( | ( | |
Finance costs | 8 | ( | ( |
Finance income | 8 | ||
Loss before taxation | ( | ( | |
Taxation | 9 | ||
Loss for the year attributable to owners of the Parent Company | ( | ( | |
| Earnings per share | |||
Basic and diluted | 11 | ( | ( |
EPRA (non-GAAP measure) | 11 | ||
| Dividends per share | |||
Paid during the year | 10 | ||
Proposed | 10 |
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2024
| 2024 | 2023 | ||
| Notes | £’000 | £’000 | |
Loss for the year | ( | ( | |
| Items that will not be subsequently reclassiied to proit or loss | |||
Revaluation gains on car parking assets | 12 | ||
Revaluation gains on hotel assets | 12 | ||
Revaluation (losses)/gains on other investments | 15 | ( | |
Deferred tax on freehold car park valuation gains | ( | ||
Total other comprehensive income | |||
Total comprehensive loss for the year | ( | ( |
All proit and total comprehensive income for the year is attributable to owners of the Parent Company. The notes on pages 102 to 131 are
an integral part of these Consolidated Financial Statements.
Consolidated Balance Sheet
as at 30 June 2024
| 2024 | 2023 | ||
| Notes | £’000 | £’000 | |
| Non-current assets | |||
| Property rental | |||
Investment properties | 12 | ||
Investments in joint ventures | 14 | ||
| Car park activities | |||
Freehold and leasehold properties | 12 | ||
Goodwill and intangible assets | 13 | ||
| Hotel operations | |||
Freehold and leasehold properties | 12 | ||
Fixtures, equipment and motor vehicles | 12 | ||
Investments | 15 | ||
Deferred tax assets | 19 | ||
Total non-current assets | |||
| Current assets | |||
Trade and other receivables | 16 | ||
Cash and cash equivalents | |||
Investments | 15 | ||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 17 | ( | ( |
Bank overdrafts | ( | ( | |
Financial liabilities | 18 | ( | ( |
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Financial liabilities | 18 | ( | ( |
Total non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | |||
| Equity attributable to the owners of the Parent Company | |||
Called-up share capital | 24 | ||
Share premium account | |||
Capital redemption reserve | |||
Revaluation reserve | |||
Retained earnings | |||
Total equity | |||
Net asset value per share | 22 |
Company number: 00623364
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionConsolidated statement of comprehensive
income
Consolidated income statement Consolidated balance sheet
| Share | Capital | |||||
| Called-up | premium | redemption | Revaluation | Retained | Total | |
| share capital | account | reserve | reserve | earnings | equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 30 June 2022 | ||||||
| Comprehensive income for the year | ||||||
Loss for the year | ( | ( | ||||
Other comprehensive income | ||||||
Total comprehensive income for the year | ( | ( | ||||
| Contributions by and distributions to owners | ||||||
Arising on purchase and cancellation of own shares | ( | ( | ( | |||
Final dividend relating to the year ended 30 June 2022 | ( | ( | ||||
Interim dividend relating to the year ended 30 June 2023 | ( | ( | ||||
Balance at 30 June 2023 | ||||||
| Comprehensive income for the year | ||||||
Loss for the year | ( | ( | ||||
Other comprehensive income | ( | |||||
Total comprehensive loss for the year | ( | ( | ||||
| Contributions by and distributions to owners | ||||||
Arising on purchase and cancellation of own shares | ( | ( | ( | |||
Final dividend relating to the year ended 30 June 2023 | ( | ( | ||||
Interim dividend relating to the year ended 30 June 2024 | ( | ( | ||||
Balance at 30 June 2024 |
Consolidated Statement of Changes in Equity
for the year ended 30 June 2024
Consolidated Cash Flow Statement
for the year ended 30 June 2024
2024 | 2023 | |||||
| Notes | £’000 | £’000 | £’000 | £’000 | ||
| Cash lows from operating activities | ||||||
Cash generated from operations | 25 | |||||
Interest received | ||||||
Interest paid | ( | ( | ||||
Net cash generated from operating activities | ||||||
Cash | lows from investing activities | |||||
Purchase and construction of investment properties | ( | ( | ||||
Refurbishment of investment, freehold and leasehold properties | ( | ( | ||||
Purchases of ixtures, equipment and motor vehicles | ( | ( | ||||
Proceeds from sale of investment properties | ||||||
Proceeds from sale of investments | ||||||
Investments in joint ventures | ( | |||||
Distributions received from joint ventures | ||||||
Purchase of investments | ( | |||||
Purchase of subsidiary, net of cash acquired | ||||||
Net cash generated from investing activities | ||||||
Cash | lows from inancing activities | |||||
Proceeds from non-current borrowings | ||||||
Repayment of non-current borrowings | ( | ( | ||||
Arrangement fees paid | ( | |||||
Principal element of lease payments | ( | ( | ||||
Dividends paid to shareholders | ( | ( | ||||
Purchase of own shares | ( | ( | ||||
Net cash used in inancing activities | ( | ( | ||||
Net (decrease)/increase in cash and cash equivalents | ( | |||||
Cash and cash equivalents at beginning of the year | ( | |||||
Cash and cash equivalents at end of the year | ||||||
| Cash and cash equivalents at the year-end are comprised of the following: | ||||||
Cash balances | ||||||
Overdrawn balances | ( | ( | ||||
The Consolidated Cash Flow Statement should be read in conjunction with note 25.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionConsolidated statement of changes in equity Consolidated cash low statement
Notes to the Consolidated Financial Statements
1. Accounting policies
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – Section Contents Generation – PageNotes to the consolidated inancial statements
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
Leased (right-of-use) assets (where Group acts as a lessee) continued
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
1. Accounting policies continued
2. Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by de inition, seldom equal
the related actual results. The only estimates and assumptions that have a signi icant risk of causing a material adjustment to the carrying
value amounts of assets and liabilities within the next inancial year are as follows:
i. Group’s property investments – the basis for valuation is set out in note 12.
ii. Asset acquisition – the judgement that the Group’s acquisition of the remaining 50% of the Belgravia Living Group Ltd joint venture was
not a business combination but actually to facilitate the acquisition outright of a single investment property.
iii. Impairments have been applied to the Group’s right-of-use car park assets and goodwill as set out in notes 12 and 13 – these have been
based on an assessment of the Group’s weighted average cost of capital and suitable discount rates.
iv. Taxation – Signi icant judgment is required in determining the provision for income tax and the calculation of any deferred tax
balances. The Group recognises liabilities for anticipated tax based on estimates of whether additional taxes will be due. Where the
inal tax outcome of these matters is different from the amounts initially recorded, such differences impact the income tax and deferred tax
provisions in the period in which such determination is made. Some subsidiaries have generated or generate tax losses. Often these
can be used to offset taxable gains of subsequent periods. The Group monitors the development of such tax loss situations. Based
on the business plans of the Group, the recoverability of such tax losses is determined. In the case that a tax loss is deemed to be
recoverable, the recognition of a deferred tax asset for such a tax loss is then decided. This judgement resulted in the recognition of a net
deferred tax asset with a book value at 30 June 2024 of £2,352,000, which comprises deferred tax assets of £8,835,000 and deferred tax
liabilities of £6,483,000.
3. Segmental information
The chief operating decision-maker has been identi ied as the Board. The Board reviews the Group’s internal reporting in order to assess
performance and allocate resources. Management has determined the operating segments based on these reports.
(A) Segmental assets
| 2024 | 2023 | |
| £’000 | £’000 | |
Property rental | 215,062 | 212,249 |
Car park activities | 60,328 | 64,993 |
Hotel operations | 9,900 | 9,500 |
Investments | 7,142 | 19,939 |
292,432 | 306,681 |
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
3. Segmental information continued
2024 | 2023 | |||||||||
| Property | Car park | Hotel | Property | Car park | Hotel | |||||
| rental | activities | operations | Investments | Total | rental | activities | operations | Investments | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Gross revenue (excl. | ||||||||||
service charge income) | 12,314 | 13,361 | 3,308 | – | 28,983 | 11,445 | 13,066 | 3,120 | – | 27,631 |
Service charge income | 2,985 | – | – | – | 2,985 | 2,732 | – | – | – | 2,732 |
Gross revenue | 15,299 | 13,361 | 3,308 | – | 31,968 | 14,177 | 13,066 | 3,120 | – | 30,363 |
Service charge expenses | (3,982) | – | – | – | (3,982) | (3,991) | – | – | – | (3,991) |
Property expenses | (1,431) | (7,720) | (2,670) | – | (11,821) | (751) | (8,175) | (2,634) | – | (11,560) |
Net revenue | 9,886 | 5,641 | 638 | – | 16,165 | 9,435 | 4,891 | 486 | – | 14,812 |
Administrative expenses | (5,571) | (1,722) | – | – | (7,293) | (5,242) | (1,538) | – | – | (6,780) |
Other income | 924 | – | – | 41 | 965 | 834 | 7 | – | 39 | 880 |
Share of post-tax pro its from joint ventures | 1,025 | – | – | – | 1,025 | 884 | – | – | – | 884 |
Operating pro it before valuation movements | 6,264 | 3,919 | 638 | 41 | 10,862 | 5,911 | 3,360 | 486 | 39 | 9,796 |
Valuation movement on investment properties | (7,625) | – | – | – | (7,625) | (21,033) | – | – | – | (21,033) |
| Impairment of car | ||||||||||
parking assets | – | (3,259) | – | – | (3,259) | – | (10,467) | – | – | (10,467) |
Impairment of goodwill | – | (577) | – | – | (577) | – | (991) | – | – | (991) |
Loss on disposal of investments | – | – | – | (191) | (191) | – | – | – | (777) | (777) |
| Valuation movement | ||||||||||
on investments | – | – | – | 408 | 408 | – | – | – | 1,162 | 1,162 |
Pro it on disposal of investment properties | 27 | – | – | – | 27 | 4,123 | – | – | – | 4,123 |
Valuation movement on joint venture properties | (3,200) | – | – | – | (3,200) | (4,950) | – | – | – | (4,950) |
Operating (loss)/pro it | (4,534) | 83 | 638 | 258 | (3,555) | (15,949) | (8,098) | 486 | 424 | (23,137) |
Finance costs | (7,209) | (6,948) | ||||||||
Finance income | 166 | 594 | ||||||||
Loss before taxation | (10,598) | (29,491) | ||||||||
Taxation | 2,588 | – | ||||||||
Loss for the year | (8,010) | (29,491) |
| 2024 | 2023 | |
| £’000 | £’000 | |
Employee bene its | 4,457 | 4,344 |
Depreciation | 168 | 124 |
Charitable donations | 77 | 60 |
Other | 2,591 | 2,252 |
7,293 | 6,780 |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Audit services: | ||
– Fees payable to the Group auditors for the audit of the Consolidated Financial Statements | 246 | 205 |
– Audit of the Company’s subsidiaries pursuant to legislation | 10 | 10 |
– Other audit-related services | 40 | 38 |
Total audit services | 296 | 253 |
| Non-audit services: | ||
– Other non-audit services | – | – |
Total other services | – | – |
Total auditors’ remuneration | 296 | 253 |
6. Employee bene its
| 2024 | 2023 | |
| £’000 | £’000 | |
Wages and salaries (including Directors’ emoluments) | 6,417 | 6,080 |
Social security costs | 705 | 705 |
Other pension costs | 254 | 215 |
7,376 | 7,000 |
Disclosures required by the Companies Act 2006 on Directors’ remuneration, including salaries, share options, pension contributions
and pension entitlement are included on pages 81 to 82 in the Directors’ Remuneration Report and form part of these Consolidated
Financial Statements.
The average monthly number of staff employed during the year was 150 (2023: 129).
The Group operates pension arrangements for the bene it of all eligible Directors and employees, which are de ined contribution
arrangements. The assets of the arrangements are held separately from those of the Group in independently administered funds.
All of the pension costs in the table above relate to de ined contribution schemes.
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
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FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
| 2024 | 2023 | |
| Other income | £’000 | £’000 |
Commission received | 169 | 154 |
Dividends received | 41 | 39 |
Service charge management fees | 258 | 260 |
Development management fees | 158 | – |
Dilapidations receipts and income relating to surrender premiums | 267 | 312 |
Other | 72 | 115 |
965 | 880 |
| 2024 | 2023 | |
| £’000 | £’000 | |
Interest payable on debenture loan stock | 4,430 | 4,819 |
Loss on repurchase of debenture stock | – | (379) |
Interest payable on bank borrowings | 1,570 | 1,330 |
Amortisation of arrangement fees | 286 | 230 |
Interest expense on lease liabilities | 923 | 948 |
Total inance costs | 7,209 | 6,948 |
Interest receivable on loans to joint ventures | (159) | (245) |
Other interest receivable | (7) | (349) |
Total inance income | (166) | (594) |
Net inance costs | 7,043 | 6,354 |
9. Taxation
| 2024 | 2023 | |
| £’000 | £’000 | |
| Current | ||
Current year | – | – |
Adjustments in respect of prior years | – | – |
– | – | |
| Deferred tax | ||
Recognition of previously unrecognised trading losses | (2,888) | – |
Utilisation of trading losses | 1,203 | – |
Origination and reversal of timing differences | (903) | – |
Adjustments in respect of prior periods | – | – |
(2,588) | – | |
| (2,588) |
Taxation for the year is lower (2023: lower) than the standard rate of corporation tax in the United Kingdom of 25% (2023: 19%). The
differences are explained below:
| 2024 | 2023 | |
| £’000 | £’000 | |
Loss before taxation | (10,598) | (29,491) |
Loss on ordinary activities multiplied by rate of corporation tax in the United Kingdom of 25% (2023: 19%) | (2,649) | (5,603) |
| Effects of: | ||
– Valuation movements on which deferred tax is not recognised | 2,701 | – |
– Recognition of carried-forward trading losses | (2,888) | – |
– Expenses not deductible for tax purposes | 248 | – |
– United Kingdom REIT tax exemption on net income before revaluations | – | (582) |
– United Kingdom REIT tax exemption on revaluations | – | 6,185 |
Total taxation credit | (2,588) | – |
The Company left the REIT regime with effect from 1 July 2023, therefore the pro its of the Company are now subject to corporation tax.
10. Dividends
| 2024 | 2023 | |
| £’000 | £’000 | |
2022 inal paid: 2.5p per share | – | 1,212 |
2023 interim paid: 2.5p per share | – | 1,212 |
2023 inal paid: 2.5p per share | 1,054 | – |
2024 interim paid: 8.5p per share | 3,584 | – |
4,638 | 2,424 |
An interim dividend in respect of the year ended 30 June 2024 of 8.5p per share was paid to shareholders on 16 June 2023. This dividend
was paid entirely as a Property Income Distribution (‘PID’).
No inal dividend is proposed in respect of the year ended 30 June 2024.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
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03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
11. Earnings per share
The calculation of basic earnings per share has been based on the pro it for the year, divided by the weighted average number of shares in
issue. The weighted average number of shares in issue during the year was 44,862,101 (2023: 49,075,785).
2024 | 2023 | |||
| Earnings | Earnings | |||
| Earnings | per share | Earnings | per share | |
| £’000 | p | £’000 | p | |
Loss for the year and earnings per share | (8,010) | (17.9) | (29,491) | (60.1) |
Valuation movement on investment properties | 7,625 | 17.0 | 21,033 | 42.9 |
Deferred tax on valuation movements | (903) | (2.0) | – | – |
Impairment of car parking assets | 3,259 | 7.3 | 10,467 | 21.3 |
Impairment of goodwill | 577 | 1.3 | 991 | 2.0 |
Valuation movement on properties held in joint ventures | 3,200 | 7.2 | 4,950 | 10.1 |
Pro it on disposal of investment and development properties | (27) | (0.1) | (4,123) | (8.4) |
Loss on disposal of investments | 191 | 0.4 | 777 | 1.6 |
Valuation movement on investments | (408) | (0.9) | (1,162) | (2.4) |
Gain on repurchase of debenture stock | – | – | (379) | (0.8) |
EPRA earnings and earnings per share | 5,504 | 12.3 | 3,063 | 6.2 |
EPRA earnings for the year ended 30 June 2024 includes a tax credit £2,888,000 relating to the initial recognition of a deferred tax asset for
historical trading losses.
There is no difference between basic and diluted earnings per share.
There is no difference between basic and diluted EPRA earnings per share.
| Freehold | Right-of-use asset | Development | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Valuation at 30 June 2022 | 156,230 | 2,250 | 42,626 | 201,106 |
Additions at cost | 7,526 | – | – | 7,526 |
Held in subsidiaries acquired | 23,400 | – | 706 | 24,106 |
Other capital expenditure | 735 | 31 | 395 | 1,161 |
Disposals | (7,645) | – | (21,250) | (28,895) |
Valuation movement | (19,376) | (31) | (1,626) | (21,033) |
Movement in tenant lease incentives | (170) | – | – | (170) |
Valuation at 30 June 2023 | 160,700 | 2,250 | 20,851 | 183,801 |
Additions at cost | – | 2,860 | – | 2,860 |
Other capital expenditure | 1,716 | – | 765 | 2,481 |
Disposals | (160) | – | – | (160) |
Movement in tenant lease incentives | (380) | – | – | (380) |
Valuation movement | (10,466) | 6 | 2,835 | (7,625) |
Valuation at 30 June 2024 | 151,410 | 5,116 | 24,451 | 180,977 |
| Freehold | Right-of-use asset | Total | |
| £’000 | £’000 | £’000 | |
Valuation at 30 June 2022 | 29,200 | 43,026 | 72,226 |
Additions | 6 | – | 6 |
IFRS 16 adjustment | – | (95) | (95) |
Depreciation | (312) | (1,496) | (1,808) |
Valuation movement | 929 | – | 929 |
Impairment | (4,713) | (5,754) | (10,467) |
Valuation at 30 June 2023 | 25,110 | 35,681 | 60,791 |
IFRS 16 adjustment | – | (95) | (95) |
Depreciation | (272) | (1,336) | (1,608) |
Valuation movement recognised in Other Comprehensive Income | 994 | – | 994 |
Reversal of impairment/(impairment) | 768 | (4,027) | (3,259) |
Valuation at 30 June 2024 | 26,600 | 30,223 | 56,823 |
| Freehold | |
| £’000 | |
Valuation at 30 June 2023 | 9,500 |
Depreciation | (242) |
Valuation movement | 642 |
Valuation at 30 June 2024 | 9,900 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
116 117
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
12. Non-current assets continued
| Passing rent | ERV | Value | Initial yield | Reversionary yield | |
| £’000 | £’000 | £’000 | % | % | |
Retail and leisure | 1,178 | 1,282 | 13,810 | 8.1% | 8.8% |
Merrion Centre (excluding offices) | 4,514 | 4,815 | 50,254 | 8.5% | 9.1% |
Offices | 2,688 | 4,845 | 45,376 | 5.6% | 10.1% |
Hotels | 875 | 875 | 9,900 | 8.4% | 8.4% |
Out of town retail | 1,041 | 1,070 | 12,500 | 7.9% | 8.1% |
Residential | 1,319 | 2,108 | 31,720 | 3.9% | 6.3% |
11,615 | 14,995 | 163,560 | 6.7% | 8.7% | |
Development property | 24,451 | ||||
Car parks | 38,017 | ||||
IFRS 16 adjustment – Right-of-use assets held within car park activities | 20,356 | ||||
IFRS 16 adjustment – Right-of-use assets held within investment properties | 1,316 | ||||
| 247,700 |
| Passing rent | ERV | Value | Initial yield | Reversionary yield | |
| £’000 | £’000 | £’000 | % | % | |
Retail and leisure | 984 | 1,292 | 14,510 | 6.4% | 8.4% |
Merrion Centre (excluding offices) | 4,610 | 4,919 | 51,414 | 8.5% | 9.0% |
Offices | 3,040 | 4,953 | 52,966 | 5.4% | 8.8% |
Hotels | 816 | 816 | 9,500 | 8.1% | 8.1% |
Out of town retail | 1,006 | 1,070 | 13,000 | 7.3% | 7.8% |
Residential | 1,392 | 1,526 | 31,060 | 4.2% | 4.6% |
11,848 | 14,576 | 172,450 | 6.5% | 8.0% | |
Development property | 20,851 | ||||
Car parks | 37,644 | ||||
IFRS 16 adjustment – Right-of-use assets held within car park activities | 23,147 | ||||
| 254,092 |
| Freehold and | ||||
| Investment | leasehold | |||
| properties | Properties | Hotel operations | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Externally valued by CBRE | 88,940 | 19,150 | 9,900 | 117,990 |
Externally valued by Jones Lang LaSalle | 90,670 | 7,450 | – | 98,120 |
Investment properties valued by the Directors | 51 | – | – | 51 |
Properties held at valuation | 179,661 | 26,600 | 9,900 | 216,161 |
IFRS 16 right-of-use assets held at depreciated cost | 1,316 | 30,223 | – | 31,539 |
180,977 | 56,823 | 9,900 | 247,700 |
| Accumulated | ||
| Cost | Depreciation | |
| £’000 | £’000 | |
At 1 July 2022 | 4,994 | 4,018 |
Additions | 576 | – |
Depreciation | – | 283 |
At 30 June 2023 | 5,570 | 4,301 |
Net book value at 30 June 2023 | 1,269 | |
At 1 July 2023 | 5,570 | 4,301 |
Additions | 525 | – |
Depreciation | – | 348 |
At 30 June 2024 | 6,095 | 4,649 |
Net book value at 30 June 2024 | 1,446 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
118 119
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
| 2024 | 2023 | |
| £’000 | £’000 | |
| Goodwill | ||
At the start of the year | 3,445 | 4,436 |
Impairment | (577) | (991) |
At the end of the year | 2,868 | 3,445 |
| Intangible assets | ||
At the start of the year | 229 | 476 |
Amortisation | (205) | (247) |
At the end of the year | 24 | 229 |
Total goodwill and intangible assets | 2,892 | 3,674 |
| 2024 | 2023 | |
| £’000 | £’000 | |
At the start of the year | 7,123 | 18,016 |
Investments in joint ventures | – | 3,500 |
Loan interest | – | 245 |
Valuation movement on investment properties | (3,200) | (4,950) |
Share of post-tax pro its from joint ventures before valuation movements | 1,025 | 884 |
Distributions | (196) | – |
Amounts eliminated on consolidation of subsidiary | – | (10,572) |
At the end of the year | 4,752 | 7,123 |
| 2024 | 2023 | |
| £’000 | £’000 | |
Non-current assets | 55,050 | 61,450 |
Cash and cash equivalents | 602 | 767 |
Debtors and prepayments | – | |
Trade and other payables | (594) | (700) |
Current inancial liabilities | (1,777) | (1,717) |
Non-current inancial liabilities | (43,776) | (45,554) |
Net assets | 9,505 | 14,246 |
| 2024 | 2023 | |
| £’000 | £’000 | |
Revenue | 3,674 | 3,460 |
Expenses | (13) | (23) |
Finance costs | (1,611) | (1,669) |
Valuation movement on investment properties | (6,400) | (10,400) |
Net loss | (4,350) | (8,632) |
| Bene icial | ||
| Interest | ||
% | Activity | |
Merrion House LLP | 50 | Property investment |
Bay Sentry Limited | 50 | Software Development |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
120 121
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
| 2024 | 2023 | |
| £’000 | £’000 | |
| Current Assets | ||
Loan notes – deferred consideration | 3,177 | 4,493 |
Loan notes – contingent consideration | – | 1,943 |
3,177 | 6,436 | |
| Non-Current Assets | ||
Listed investments | 3,305 | 4,068 |
Non-Listed investments | 660 | 410 |
Loan notes – deferred consideration | – | 3,025 |
3,965 | 7,503 | |
7,142 | 13,939 |
| 2024 | 2023 | |
| £’000 | £’000 | |
At start of the year | 4,068 | 4,096 |
Disposals | – | (44) |
(Decrease)/increase in value of investments | (763) | 16 |
At the end of the year | 3,305 | 4,068 |
| 2024 | 2023 | |
| £’000 | £’000 | |
At the start of the year | 410 | 410 |
Additions | 250 | – |
At the end of the year | 660 | 410 |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Current assets | ||
At the start of the year | 4,493 | – |
Transferred from non-current assets | 3,025 | – |
Loan notes issued to the Company in the period | – | 4,287 |
Loan interest | 158 | 206 |
Expenses | (122) | – |
Amounts received at maturity | (4,377) | – |
3,177 | 4,493 | |
| Non-current assets | ||
At the start of the year | 3,025 | – |
Loan notes issued to the Company in the period | – | 2,888 |
Loan interest | – | 137 |
Transferred to current assets | (3,025) | – |
– | 3,025 |
| 2024 | 2023 | |
| £’000 | £’000 | |
At the start of the year | 1,943 | – |
Loan notes issued to the Company in the period | – | 743 |
Unwind of discount applied to contingent consideration | 32 | 38 |
Valuation movement | 408 | 1,162 |
Expenses | (102) | – |
Amounts received at maturity | (2,281) | – |
– | 1,943 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
122 123
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
| 2024 | 2023 | |
| £’000 | £’000 | |
Trade receivables | 1,995 | 1,698 |
Less: provision for impairment of receivables | (249) | (353) |
1,746 | 1,345 | |
Other receivables and prepayments | 2,250 | 1,919 |
3,996 | 3,264 |
| Outside credit terms | |||||
| Within | Less than | One to | Older than | ||
| Total | credit terms | one month | two months | two months | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
2024 | 1,746 | 1,746 | – | – | – |
2023 | 1,345 | 1,345 | – | – | – |
| 2024 | 2023 | |
| £’000 | £’000 | |
At the start of the year | 353 | 277 |
Provision for receivables impairment | 117 | 304 |
Receivables written off as uncollectible | (89) | (149) |
Unused amounts reversed | (132) | (79) |
At the end of the year | 249 | 353 |
| Less than | One to | Older than two | ||
| Total | one month | two months | months | |
| £’000 | £’000 | £’000 | £’000 | |
2024 | 249 | – | – | 249 |
2023 | 353 | – | – | 353 |
| 2024 | 2023 | |
| £’000 | £’000 | |
Trade payables | 1,400 | 603 |
Social security and other taxes | 516 | 3,252 |
Other payables and accruals | 11,509 | 8,532 |
13,425 | 12,387 |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Current | ||
Bank borrowings – revolving credit facilities | – | 3,000 |
Lease liabilities | 1,768 | 1,665 |
1,768 | 4,665 | |
| Non-current | ||
Bank borrowings – revolving credit facilities | 13,434 | 3,841 |
Bank borrowings – single asset facility | 14,239 | 14,313 |
Lease liabilities | 26,833 | 26,362 |
5.375% First mortgage debenture stock | 82,336 | 82,325 |
136,842 | 126,841 | |
Total borrowings | 138,610 | 131,506 |
| 2024 | 2023 | |
| £’000 | £’000 | |
At the start of the year | 131,506 | 162,522 |
| Cash items | ||
Borrowings repaid (incl. cancellation of debenture stock) | (3,087) | (60,750) |
Borrowings drawn down | 9,750 | 16,000 |
Principal element of lease payments | (1,665) | (1,657) |
Arrangement fees paid | (419) | (100) |
Total cash items | 4,579 | (46,507) |
| Non-cash items | ||
Amortisation of arrangement fees relating to banking facilities | 286 | 230 |
Held within subsidiaries acquired | – | 14,313 |
Movement in leases | 2,239 | 948 |
Total non-cash items | 2,525 | 15,491 |
At the end of the year | 138,610 | 131,506 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
124 125
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
18. Financial liabilities continued
| 2024 | 2023 | |
| £’000 | £’000 | |
Cash balances | 22,152 | 23,320 |
Overdrawn balances | (20,760) | (21,700) |
Cash and cash equivalents | 1,392 | 1,620 |
| 2024 | ||||||
| Trade and | Bank borrowings | Bank borrowings – | ||||
| other creditors | – RCFs | Debenture stock | single asset facility | Lease liabilities | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 1,400 | 988 | 4,430 | 417 | 1,769 | 9,004 |
1 – 2 years | – | 14,603 | 4,430 | 417 | 1,777 | 21,227 |
2 – 3 years | – | – | 4,430 | 417 | 1,786 | 6,633 |
3 – 4 years | – | – | 4,430 | 417 | 1,795 | 6,642 |
4 – 5 years | – | – | 4,430 | 14,008 | 1,804 | 20,242 |
5 – 10 years | – | – | 93,048 | – | 9,167 | 102,215 |
10 – 15 years | – | – | – | – | 9,426 | 9,426 |
In more than 15 years | – | – | – | – | 24,704 | 24,704 |
1,400 | 15,591 | 115,198 | 15,676 | 52,228 | 200,093 |
| 2023 | ||||||
| Trade and | Bank borrowings | Bank borrowings – | ||||
| other creditors | – RCFs | Debenture stock | single asset facility | Lease liabilities | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 603 | 3,267 | 4,430 | 417 | 1,665 | 10,382 |
1 – 2 years | – | 2,638 | 4,430 | 417 | 1,674 | 9,159 |
2 – 3 years | – | 1,595 | 4,430 | 417 | 1,682 | 8,124 |
3 – 4 years | – | – | 4,430 | 417 | 1,691 | 6,538 |
4 – 5 years | – | – | 4,430 | 417 | 1,700 | 6,547 |
5 – 10 years | – | – | 97,479 | 14,008 | 8,643 | 120,130 |
10 – 15 years | – | – | – | – | 8,897 | 8,897 |
In more than 15 years | – | – | – | – | 23,571 | 23,571 |
603 | 7,500 | 119,629 | 16,093 | 49,523 | 193,348 |
| 2024 | 2023 | |
| £’000 | £’000 | |
Expiring in 1 year or less | – | 27,000 |
Expiring in more than 1 year | 56,250 | 36,000 |
56,250 | 63,000 |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Assets | ||
Carried forward losses | 1,685 | – |
IFRS 16 Right of Use Assets | 7,150 | – |
8,835 | – | |
| Liabilities | ||
IFRS 16 lease liabilities | 5,418 | – |
Investment property and freehold car park revaluation gains | 1,065 | – |
6,483 | – | |
Net deferred tax asset | 2,352 | – |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
126 127
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
20. Financial instruments continued
As at 30 June 2024 | As at 30 June 2023 | |||||
| Nominal | Weighted | Weighted | Nominal | Weighted | Weighted | |
| value | average rate | average period | value | average rate | average period | |
| £’000 | % | Years | £’000 | % | Years | |
Debenture stock | 82,417 | 5.375 | 7 | 82,417 | 5.375 | 8 |
Bank loating rate liabilities | 13,750 | 7.19 | 2 | 7,000 | 6.63 | 1 |
Bank ixed rate liabilities | 13,800 | 3.02 | 5 | 13,800 | 3.02 | 6 |
Bank overdrafts | 20,760 | 7.5 | 0.5 | 21,700 | 7.0 | 0.5 |
Lease liabilities | 28,601 | 3.7 | 33 | 28,028 | 3.5 | 33 |
159,328 | 152,945 |
2024 | 2023 | ||
Bank overdraft facility | EIR | 7.5% | 7.00% |
Bank borrowings | EIR | 7.19% | 6.63% |
Debenture loan | EIR | 5.375% | 5.375% |
Lease liabilities | IBR | 3.7% | 3.5% |
2024 | 2023 | |||
| Book value | Fair value | Book value | Fair value | |
| £’000 | £’000 | £’000 | £’000 | |
Debenture stock | 82,337 | 72,506 | 82,325 | 68,169 |
Non-current bank borrowings – revolving credit facilities | 13,434 | 13,434 | 3,788 | 3,788 |
Non-current bank borrowings – single asset facility | 14,239 | 12,174 | 14,313 | 14,313 |
2024 | 2023 | |||||
| Minimum lease | Minimum lease | |||||
| payments | Interest | Present value | payments | Interest | Present value | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Within one year | 1,769 | 988 | 781 | 1,665 | 923 | 742 |
1 – 2 years | 1,777 | 960 | 817 | 1,674 | 897 | 777 |
2 – 3 years | 1,786 | 931 | 855 | 1,682 | 869 | 813 |
3 – 4 years | 1,795 | 900 | 895 | 1,691 | 840 | 851 |
4 – 5 years | 1,804 | 868 | 936 | 1,700 | 810 | 890 |
5 – 10 years | 9,167 | 3,813 | 5,354 | 8,643 | 3,721 | 4,922 |
10 – 15 years | 9,426 | 2,772 | 6,654 | 8,897 | 2,779 | 6,118 |
In more than 15 years | 24,704 | 12,398 | 12,306 | 23,571 | 11,045 | 12,526 |
52,228 | 23,630 | 28,598 | 49,523 | 21,884 | 27,639 |
22. Net asset value per share
The basic and diluted net asset values are the same, as set out in the table below.
| 2024 | 2023 | |
| £’000 | £’000 | |
Net assets at 30 June | 119,637 | 141,088 |
Shares in issue (000) | 42,163 | 48,456 |
Basic and diluted net asset value per share | 284p | 291p |
| 2024 | 2023 | |
| Minimum total future lease payments receivable: | £’000 | £’000 |
Within one year | 9,175 | 10,586 |
1 – 2 years | 8,604 | 10,031 |
2 – 3 years | 7,314 | 9,326 |
3 – 4 years | 6,659 | 7,828 |
4 – 5 years | 5,792 | 7,104 |
5 – 10 years | 21,311 | 24,824 |
10 – 15 years | 9,846 | 10,133 |
In more than 15 years | 1,163 | 6,343 |
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
128 129
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes to the Consolidated Financial Statements continued
| Number | Nominal | |
| of shares | value | |
| 000 | £’000 | |
At 30 June 2023 | 48,456 | 12,113 |
Purchase and cancellation of own shares | (6,293) | (1,573) |
At 30 June 2024 | 42,163 | 10,540 |
25. Cash lows from operating activities
| 2024 | 2023 | |
| £’000 | £’000 | |
Loss before tax | (10,598) | (29,491) |
| Adjustments for: | ||
Depreciation | 2,199 | 2,333 |
Amortisation | 205 | 247 |
Pro it on disposal of ixed assets | – | (48) |
Pro it on disposal of investment properties | (27) | (4,123) |
Loss on sale of investments | 191 | 795 |
Movement in valuation of investments | (408) | (1,162) |
Finance costs | 7,209 | 6,948 |
Finance income | (166) | (594) |
Share of post tax losses from joint ventures | 2,175 | 4,066 |
Movement in valuation of investment properties | 7,625 | 21,033 |
Movement in lease incentives | 380 | 170 |
Impairment of car parking assets | 3,259 | 10,467 |
Impairment of goodwill | 577 | 991 |
Increase in receivables | (731) | (218) |
Increase in payables | 704 | 2,355 |
Cash generated from operations | 12,594 | 13,769 |
| 2024 | 2023 | |
| £’000 | £’000 | |
Short-term employee bene its – excl exceptional bonuses | 1,934 | 1,863 |
Short-term employee bene its – exceptional bonuses | 539 | 727 |
Post-employment bene its | 89 | 65 |
Dividends paid to the Ziff Concert Party | 2,641 | 1,327 |
5,203 | 3,982 |
27. Post Balance Sheet Events
On 26 July 2024 the Company received the inal element of deferred consideration arising from the sale of its investment in YourParkingSpace
Limited. The proceeds of £3.1m (which were net of selling costs of £0.1m) were added to the cash funds held within the Group.
On 25 August 2024 the Company paid extraordinary bonuses to three of the executive directors totalling £249,000 in relation to the above
inal receipt from the YourParkingSpace Limited sale. As they were not contractually committed these amounts were not accrued at the
year end.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
130 131
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Notes
2024
£’000
2023
£’000
Fixed assets
Investment properties 4 82,005 82,040
Property, plant and equipment 4 639 712
Investments 5 240,617 247,238
323,261 329,990
Current assets
Debtors 6 107,556 113,984
Cash 14 14
107,570 113,998
Creditors: amounts falling due within one year
Financial liabilities – borrowings 8 (20,760) (24,116)
Other creditors 7 (222,805) (217,768)
(243,565) (241,884)
Net current liabilities (135,995) (127,886)
Total assets less current liabilities 187,266 202,104
Financial liabilities – borrowings 8 (95,770) (86,750)
Net assets 91,496 115,354
Equity attributable to the owners of the Parent Company
Called up share capital 9 10,540 12,113
Share premium account 200 200
Capital redemption reserve 3,309 1,736
Other reserve 57,524 57,524
Retained earnings 19,923 43,781
Total shareholders’ funds 91,496 115,354
Company number: 00623364
As permitted by Section 408 of the Companies Act 2006, the Parent Company’s Proit and Loss Account has not been included in these
inancial statements. The loss shown in the inancial statements of the Parent Company was £9,780,000 (2023: £6,385,000).
The inancial statements on pages 132 to 142 were approved by the Board of Directors on 15 October 2024 and signed on its behalf by
E M Ziff
Chairman & Chief Executive
Company Balance Sheet
as at 30 June 2024
Called up
share capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 30 June 2022 13,132 200 717 63,313 54,689 132,051
Comprehensive income for the year
Loss – – – – (6,385) (6,385)
Total comprehensive income for the year – – – – (6,385) (6,385)
Reserve transfer – impairment of investment in subsidiaries – – – (5,789) 5,789 –
Contributions by and distributions to owners
Arising on purchase and cancellation of own shares (1,019) – 1,019 – (7,888) (7,888)
Final dividend relating to the year ended 30 June 2022 – – – – (1,212) (1,212)
Interim dividend relating to the year ended 30 June 2023 – – – – (1,212) (1,212)
Balance at 30 June 2023 12,113 200 1,736 57,524 43,781 115,354
Comprehensive income for the year
Loss – – – – (9,780) (9,780)
Total comprehensive income for the year – – – – (9,780) (9,780)
Contributions by and distributions to owners
Arising on purchase and cancellation of own shares (1,573) – 1,573 – (9,440) (9,440)
Final dividend relating to the year ended 30 June 2023 – – – – (1,054) (1,054)
Interim dividend relating to the year ended 30 June 2024 – – – – (3,584) (3,584)
Balance at 30 June 2024 10,540 200 3,309 57,524 19,923 91,496
Statement of Changes in Equity
for the year ended 30 June 2024
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
132 133
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – PageCompany balance sheet Statement of changes in equity
Notes to the Company Financial Statements
1. Accounting policies
Basis of Preparation
The Company Financial Statements have been prepared in accordance with FRS 102, (The Financial Reporting Standard applicable in
the United Kingdom and Republic of Ireland), the going-concern basis, the historical cost convention as modiied by the revaluation of
investment properties and certain investments and in accordance with the Companies Act 2006 and applicable law.
The preparation of inancial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires
management to exercise judgement in applying the Company’s accounting policies (see note 2). The principal accounting policies, which
have been applied consistently, are as set out below:
Financial reporting standard 102 – reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these inancial statements, as permitted by the FRS
102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’:
• the requirements of Section 4 Statement of Financial Position;
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the Consolidated Financial Statements of Town Centre Securities Plc as at 30 June 2024 and these Financial
Statements may be obtained from Companies House, Crown Way, Cardiff CF4 3UZ.
Investment properties
Investment properties are included in the accounts at open market values based on an independent external valuation, as at 30 June each
year, or held at Directors’ valuation. Movements in fair value are taken through the income statement.
Investments
Investments are held on the balance sheet at fair value. Any fair value gains and losses are taken to the income statement.
Investment income
Income from investments is accounted for when the right to payment is established.
Investment in subsidiary undertakings
Prior to the adoption of FRS 102, investments in subsidiaries were revalued with any gains arising recognised in the other reserve.
Onadoption of FRS 102 on 1 July 2015, the Directors of the Company elected to measure the ixed asset investments at deemed cost
beingthe carrying amount at the date of transition as determined under the entity’s previous inancial reporting framework.
Investments are assessed at each reporting date to determine whether there is any indication that an investment is impaired. Where there
is an indication, the carrying value of the investment is tested for impairment. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. Impairment losses are recognised in the Company’s proit for the year and a
transfer is made from the other reserve to retained earnings within the Statement of Changes in Equity (where the impairment is less than
the amount of other reserve related to that investment).
On disposal of an investment, any gain/loss on disposal is recognised in the proit/loss for the year of the Company and any other reserve
related to the investment disposed of is transferred from the other reserve to retained earnings within the Statement of Changes in Equity.
The unrealised non-distributable reserve represents distributions made by subsidiaries in prior years in the form of non-qualifying
consideration which have given rise to a non-distributable gain. Amounts sitting in the reserve are transferred to retained earnings within
the Statement of Changes in Equity when the gain becomes realised.
Trade receivables
Trade receivables are recognised initially at fair value and are subsequently measured at cost less provision for impairment. A provision
for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts
due according to the original terms of the receivables concerned. The amount of the provision is recognised in the Consolidated
Income Statement.
Cash and cash equivalents
Cash and cash equivalents are carried in the Balance Sheet at cost. Cash and cash equivalents comprise cash in hand, deposits held at call
with banks, other short-term, highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts
are included within borrowings in current liabilities on the Balance Sheet. Where there is a formal legal arrangement with a right to offset
the net position of the individual accounts will be presented in cash or current liabilities as appropriate.
Joint ventures
A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to
joint control.
Investments in jointly controlled entities are valued at cost less impairment.
Turnover
Turnover, which excludes value added tax, represents the invoiced value of rent and services supplied to customers. Rental income is
accounted for on a straight line basis in accordance with the lease to which it relates.
Unamortised tenant lease incentives
Leasehold incentives given to tenants on entering property leases are recognised as unamortised lease incentives. The operating lease
incentives are spread over the non-cancellable life of the lease. Where this ends with a clean break clause the incentives are spread to this
date unless management is reasonably certain that the break will not be exercised.
Reserves
Reserves are analysed in the following categories:
• Share capital represents the nominal value of issued share capital.
• Share premium represents any consideration received in excess of nominal value of the shares issued.
• Capital redemption reserve represents the nominal value of the Company’s own shares that have been repurchased and cancelled.
• Other reserves relates to the revaluation of the Company’s investments.
• Retained earnings represents the cumulative profit or loss position less dividend distributions.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
134 135
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – PageNotes to the Company inancial statements
2. Judgements in applying accounting policies and key sources
of estimation uncertainty
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by deinition, seldom
equal the related actual results. The only estimates and assumptions that have a signiicant risk of causing a material adjustment to the
carrying value amounts of assets and liabilities within the next inancial year are investment properties (note 4).
3. Employee beneits
2024
£’000
2023
£’000
Wages and salaries (including Directors’ emoluments) 3,917 4,204
Social security costs 482 541
Other pension costs 186 166
4,585 4,911
Employee beneits are charged to the Proit and Loss account through administrative expenses.
All of the pension costs in the table above relate to deined contribution schemes.
The aggregate remuneration of the Directors of the Company was £2,665,000 (2023: £2,554,000).
The average monthly number of staff employed during the year was 45 (2023: 46). Disclosures required by the Companies Act 2006 on
Directors’ remuneration, including salaries, share options, pension contributions and pension entitlement, are included on page 81 in the
Remuneration Report and form part of the Consolidated Financial Statements. The remuneration paid to the Parent Company’s auditors in
respect of the audit of the Parent Company Financial Statements for the year ended 30 June 2024 is included in note 5 to the Consolidated
Financial Statements.
4. Tangible assets
Investment properties
Freehold
£’000
Long leasehold
£’000
Development
£’000
Total
£’000
Valuation at 30 June 2023 58,600 2,640 20,800 82,040
Additions 92 1,544 765 2,401
Valuation movement (5,061) 6 2,835 (2,220)
Movement in tenant lease incentives (216) – – (216)
Valuation at 30 June 2024 53,415 4,190 24,400 82,005
The above freehold and long leasehold properties have been independently externally valued as at 30 June 2024 and 30 June 2023 on the
basis of open market value by Jones Long LaSalle and CBRE in accordance with the Royal Institution of Chartered Surveyors Appraisal and
Investment Manual. The historical cost of the Company’s investment properties is £78,067,000 (2023: £75,666,000).
Valuations are performed bi-annually and are performed consistently across the Group’s whole portfolio of properties. At each reporting
date appropriately qualiied employees verify all signiicant inputs and review computational outputs. The external valuers submit and
present summary reports to the Property Director and the Board on the outcome of each valuation round.
Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rents or business
proitability, incentives offered to tenants, forecast growth rates, market yields and discount rates and selling costs including stamp duty.
The development properties principally comprise land in Leeds and Manchester. These have also been valued by appropriately qualiied
external valuers Jones Lang LaSalle, taking into account an assessment of their realisable value in their existing state and condition based
on market evidence of comparable transactions and residual value calculations.
Fixtures, equipment and motor vehicles
Cost
£’000
Accumulated
depreciation
£’000
Balance at 30 June 2023 2,519 1,807
Additions 71 –
Depreciation – 144
Balance at 30 June 2024 2,590 1,951
Net book value at 30 June 2024 639
Net book value at 30 June 2023 712
Total tangible assets
At 30 June 2024 83,244
At 30 June 2023 82,752
Notes to the Company Financial Statements continued
5. Fixed asset investments
2024
£’000
2023
£’000
Shares in Group undertakings
At 1 July 233,562 239,351
Impairment – (5,789)
At 30 June 233,562 233,562
Listed investments
At 1 July 4,068 4,096
Disposals – (44)
Revaluation (763) 16
At 30 June 3,305 4,068
Other investments
At 1 July 9,608 19,661
Additions 250 –
Loan interest 159 347
Revaluation 485 1,166
Disposals (6,752) (11,566)
At 30 June 3,750 9,608
Interest in joint ventures
At 1 July – 6,325
Loans advanced – 3,500
Share of proit after tax – 245
Disposals – (10,070)
At 30 June – –
Total ixed asset investments 240,617 247,238
As permitted by Section 615 of the Companies Act 2006, where the relief afforded under Section 612 of the Companies Act 2006 applies,
cost is the aggregate of the nominal value of shares issued plus the fair value of any other consideration given to acquire the share capital
of the subsidiary undertakings.
Listed investments, all of which are listed on a recognised stock exchange, are stated at market value in the table above and have a historic
cost of £875,000 (2023: £875,000).
Other investments include the following elements of consideration arising from the sale of the Company’s investment in YourParkingSpace
Limited – deferred consideration loan notes at 30 June 2024 of £3,177,000 (30 June 2023: £7,518,000) and contingent consideration loan
notes at 30 June 2024 of £nil (30 June 2023: £1,943,000). These loan notes have a historic cost of £2,887,000 (2023: £7,918,000).
The interest earned on the deferred consideration loan notes is 5% per annum. The current element of deferred consideration was received
by the Company in July 2024.
The deferred consideration loan notes are accounted for using the amortised cost basis and are assessed for impairment under the IFRS 9
expected credit loss model.
The contingent consideration loan notes were initially recognised at fair value, based on the estimated performance of YPS in the 14-month
period ended October 2023. This is an estimate prepared by the Company. The contingent consideration loan notes are then accounted
for using the fair value through proit and loss basis. Following completion of the sale of its investment in YPS, the Company did not have
access to regular YPS management information, however it does receive ad hoc updates.
The valuation of the contingent consideration at 30 June 2023 was based on the performance of YPS for the period ended 30 June
2023 and assumed no further growth in the remaining four months of the earnout period. At 30 June 2023 these loan note assets were
categorised as level 3 in the fair value hierarchy as deined in IFRS 13 as the inputs to the valuation are based on unobservable inputs.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
136 137
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
6. Debtors
2024
£’000
2023
£’000
Trade debtors 631 411
Less: provision for impairment of debtors (262) (299)
369 112
Amounts owed by subsidiary undertakings 106,063 113,245
Other debtors and prepayments 1,124 627
107,556 113,984
The Directors consider that the carrying amount of net trade receivables approximates their fair value. The credit risk in respect of trade
receivables is not concentrated as the Company has many tenants spread across a number of industry sectors. In addition, the tenants’
rents are payable in advance. The provision for impairment of receivables has been calculated after taking into account the inancial
position of tenants.
Due to the nature of income, debts are generally recovered in advance and full provision has been made for income recognised but not
recovered during the year. As such, the credit risk relating to trade and other receivables in considered to be low and any expected credit
loss would be immaterial.
The credit recognised in relation to the reversal of impairment of debtors for the year ended 30 June 2024 was £65,000 (2023: expense
relating to impairment of £117,000).
Amounts owed by subsidiary undertakings are unsecured, interest free and repayable on demand. The directors do not expect the
balances due from subsidiaries to be received in the next 12 months.
7. Other creditors
2024
£’000
2023
£’000
Trade payables 146 117
Taxation and social security 233 2,505
Amounts owed to subsidiary undertakings 218,177 211,761
Other payables and accruals 4,249 3,385
222,805 217,768
Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand.
8. Financial instruments
The Company’s borrowings are at both loating and ixed rates of interest. The Company takes on exposure to luctuations in interest rates
on its inancial position and cash lows. Interest costs may increase or decrease as a result of such changes.
2024
£’000
2023
£’000
Non-current
Bank borrowings 13,434 4,425
5.375% First mortgage debenture stock 82,336 82,325
95,770 86,750
Current
Bank borrowings 20,760 24,116
Total borrowings 116,530 110,866
The debenture, bank loans and overdrafts are secured by ixed charges on properties and restricted cash, valued at £221,610,000
(2023:£226,450,000) owned by the Company and its subsidiary undertakings.
The debenture issue premium is net of issue costs and is amortised over the life of the debt agreement.
Notes to the Company Financial Statements continued
The Company had undrawn committed loating rate bank facilities as set out below:
2024
£’000
2023
£’000
Expiring in 1 year or less – 27,000
Expiring in more than 1 year 56,250 36,000
56,250 63,000
The availability of undrawn funds is subject to compliance with banking covenants.
Included within facilities expiring in one year or less are overdraft facilities subject to annual review. There are net cash balances of
£19,633,000 held by other Group Companies which offset the Company’s overdraft on consolidation. The total overdraft facility is based
on the Group’s right of set off. Other facilities are available to provide funding for future investments.
The Company inances its operations through a combination of retained cash lows, debentures and bank borrowings. Procedures are
in place to monitor interest rate risk as considered appropriate by management. Numerical inancial instruments disclosures are set
outoverleaf.
All inancial liabilities are denominated in Sterling.
Interest rate risk
The interest rate risk of the Company’s inancial liabilities is as follows:
As at 30 June 2024 As at 30 June 2023
Nominal
value
£’000
Weighted
average rate
%
Weighted
average period
Years
Nominal
value
£’000
Weighted
average rate
%
Weighted
average period
Years
Debenture stock 82,417 5.375 7 82,417 5.375 8
Bank overdraft 20,760 7.50 0.5 24,116 7.0 0.5
Bank loating rate liabilities 13,750 7.19 2 7,000 6.63 1
116,927 113,533
The above amounts represent the monetary liabilities and are therefore different from the book values set out in as a result of unamortised
arrangement fees at 30 June 2024 of £397,000 (2023: £222,000).
Floating rate inancial liabilities bear interest at rates for term loans based on LIBOR plus an average margin of 1.65% and for the overdraft
of 2.00% above base rate.
Financial instruments held for trading purposes
It is, and has been throughout the year under review, the Company’s policy not to trade in inancial instruments.
Foreign currency exposure
The Group has no exposure to foreign currency as it has no overseas operations and all sales and purchases are made in Sterling.
Effective interest rates
The effective interest rates at the balance sheet date were as follows:
2024 2023
Bank overdraft facility 7.5% 7.00%
Bank borrowings 7.19% 6.63%
Debenture loan 5.375% 5.375%
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
138 139
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
8. Financial instruments continued
Fair values of current borrowings
Where market values are not available, fair values of inancial assets and liabilities have been calculated by discounting expected future
cash lows at prevailing interest rates. The carrying amounts of short-term borrowings approximate to fair value.
Fair value of non-current borrowings
2024 2023
Book value
£’000
Fair value
£’000
Book value
£’000
Fair value
£’000
Debenture stock 82,337 72,506 82,417 68,169
Long-term bank borrowings 13,434 13,434 4,425 4,425
9. Called up share capital
Authorised
164,879,000 (2023: 164,879,000) ordinary shares of 25p each.
Issued and fully paid up
Number
of shares
000
Nominal
value
£’000
At 30 June 2023 48,456 12,113
Purchase and cancellation of own shares (6,293) (1,573)
At 30 June 2024 42,163 10,540
The Company has only one type of Ordinary Share class in issue. All shares have equal entitlement to voting rights and dividend distributions.
10. Subsidiary Companies
The Company’s wholly owned active subsidiary undertakings at 30 June 2024, registered in England or Scotland and operating in the
United Kingdom, are as follows:
Company number Activity
Held directly
TCS Holdings Limited 2271353 Property investment
Buckley Properties (Leeds) Limited* 647309 Property investment
Citipark plc* 8837214 Car park operations
TCS (Residential Conversions) Limited* 3946495 Property investment
TCS Property Management Limited* 5281225 Management company
TCS Trustees Limited* 3112933 Trustee for employee beneit plans
TCS Properties Limited* 2831154 Property investment
TCS (Brownsield Mill) Limited* 10291290 Property investment
TCS (Merrion Hotel) Limited* 10380988 Hotel operator
Bay Sentry Solutions Limited* 12133595 Car park operations
Belgravia Living Group Limited* 09554878 Property Investment
TCS (Whitehall Plaza) Limited 9922032 Dormant
Dundonald Property Investments Limited 3672365 Dormant
TCS (9 Cheapside) Limited 10139127 Dormant
Notes to the Company Financial Statements continued
Company number Activity
Held directly continued
TCS (Tariff Street) Limited 09929851 Dormant
TCS Development Management (Merrion) Limited 8696141 Dormant
Citicharge Limited 13322988 Dormant
Apperley Bridge Limited 6879596 Dormant
TCS Park Row Limited 8077103 Dormant
Citipark Management Limited 8837203 Dormant
TCS (Merrion House JVC02) Limited 8561356 Dormant
Tassgander Limited 4077297 Dormant
Blackpool Markets Limited 2740190 Dormant
Emett Exhibitions Limited 1544918 Dormant
Milngavie East Limited SC464805 Dormant
No 29 Management Co (Eastgate) Limited 3873683 Dormant
T Herbert Kaye’s Estates Limited 0226678 Dormant
TCS (Bolton) Limited 4104688 Dormant
TCS Piccadilly Limited 4317396 Dormant
TCS Whitehall Riverside Limited 4329860 Dormant
TCS (Rochdale JV) Limited 7712764 Dormant
TCS (Rochdale Management) Limited 7712123 Dormant
TCS Car Parks Limited 4847697 Dormant
TCS Eastgate Limited 6554827 Dormant
TCS Finance Limited 3108777 Dormant
TCS Trading Limited 3060862 Dormant
The Merrion Centre Limited 0814845 Dormant
Town Centre Enterprises Limited 0221003 Dormant
Town Centre Securities (Developments) Limited 3946549 Dormant
Town Centre Securities (Manchester) Limited 0129485 Dormant
Town Centre Securities (Scotland) Limited 0748937 Dormant
Town Centre Services Limited 2285764 Dormant
TCS plc 4329979 Dormant
Citilex plc 3385312 Dormant
Held indirectly
TCS Freehold Investments Limited 3684812 Property investment
TCS Leasehold Investments Limited 3684827 Property investment
Town Centre Car Parks Limited 5494592 Car park operations
TCCP (Clarence Dock) Limited* 6219875 Car park operations
TCS (Milngavie) Limited* 6391627 Property investment
TCS (Merrion House JVC01) Limited* 8561354 Property investment
KBT Cornwall Limited* 8087077 Car park operations
Belgravia Living (Burlington House) Limited* 9948722 Property investment
BLG (Burlington House) Limited 11284761 Property investment
Parking Ticketing Limited 7818341 Dormant
* The subsidiaries marked with an asterisk above are exempt from preparing audited statutory accounts under section 479a of the Companies Act 2006.
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
140 141
03
FINANCIAL STATEMENTS
Contents Generation – Section Contents Generation – SectionContents Generation – Page Contents Generation – Page
Company number Activity
Held indirectly continued
Dundonald (Cumbernauld) Limited 5983938 Dormant
TCS (Bothwell Street) Limited 4240551 Dormant
Dundonald Property Developments Limited 6430444 Dormant
Riverside (Leeds) Limited 4569350 Dormant
TCS (Greenhithe) Limited 4413344 Dormant
TCS (Isleworth) Limited 4413343 Dormant
TCS (Parliament Street 1) Limited 4768830 Dormant
TCS (Parliament Street 2) Limited 4768845 Dormant
TCS Energy Limited 4414144 Dormant
TCS (Mill Hill) Limited 4413341 Dormant
TCS (Residential) Limited 4249007 Dormant
TCS Solar Limited 5113915 Dormant
The Company’s directly owned joint ventures, which are all registered in England and operate in the United Kingdom, are as follows:
Proportion of
ordinary shares held
% Activity
Bay Sentry Limited 50 Software development
The Company also has an indirect 50% interest in Merrion House LLP.
The registered office of subsidiaries and joint ventures is as follows:
KBT Cornwall Limited Bay Sentry Solutions Limited
20–22 Wenlock Road 20 Wenlock Road
London London
N1 7GU N1 7GU
All other subsidiaries and joint venues
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Notes to the Company Financial Statements continued
10. Subsidiary companies continued
Notice is hereby given that the 2024 Annual General Meeting
(the ‘Meeting’) of Town Centre Securities Plc (the ‘Company’)
will be held at Town CentreHouse, The Merrion Centre
onWednesday 27 November 2024 at10:00am.
You will be asked to consider and, if thought it, pass the Resolutions
below. Resolutions 1 to 13 will be proposed as ordinary resolutions.
For an ordinary resolution to be passed, a simple majority of the votes
cast must be in favour of the resolution. Resolutions 14 to 17 will be
proposed as special resolutions. For a special resolution to be passed,
at least 75% of the votes cast must be in favour of the resolution.
Shareholders will be able to attend the AGM in person this year.
We encourage all Shareholders to vote via proxy in advance of
the AGM. Your vote is important, and you are encouraged to use
it. Shareholders should vote by way of proxy in advance of the
Meeting. To ensure your vote is counted, you should appoint the
‘Chair of the Meeting’ as your proxy.
This notice includes the resolutions (‘Resolutions’) to be discussed
at the AGM. You are requested to complete and submit a Form
of Proxy as soon as possible whether you intend to attend the
AGM or not. In any event, the Proxy instruction should reach the
Company’s Registrar by 10.00am on Monday 25 November 2024.
Completion of a Form of Proxy will not preclude you from attending
the AGM physically.
Notice of Annual General Meeting
Ordinary resolutions
Resolution 1: Annual Financial Statements and
Directors’Report
1. To receive the Company’s Annual Financial Statements
(together with the Directors’ Report and the Auditor’s Report)
for the inancial year ended 30 June 2024.
Resolution 2: Directors’ Remuneration Report
2. To approve the Directors’ Remuneration Report set out on pages
78 to 84 of the Company’s 2024 Annual Report for the year
ended 30 June 2024 (excluding the Directors’ remuneration
policy included in the report).
Resolution 3 to 9: Re-election of Directors
3. To re-elect Michael Ziff as a Non-Executive Director of
theCompany.
4. To re-elect Ian Marcus as a Non-Executive Director of
theCompany.
5. To re-elect Paul Huberman as a Non-Executive Director of
theCompany.
6. To re-elect Edward Ziff as an Executive Director of the Company.
7. To re-elect Benjamin Ziff as an Executive Director of
theCompany.
8. To re-elect Stewart MacNeill as an Executive Director of
theCompany.
9. To re- elect Craig Burrow as an Executive Director of
theCompany.
Resolution 10: Reappointment of auditors
10. To reappoint BDO LLP as the auditors of the Company, to hold
office from the conclusion of this Meeting until the conclusion
of the next General Meeting at which annual inancial
statements are laid before the Company’s Shareholders.
Resolution 11: Remuneration of auditors
11. To authorise the Directors to determine the remuneration of the
Company’s auditors.
Resolution 12: Authority to make political donations
12. To authorise, in accordance with Part 14 of the UK Companies
Act 2006 (the ‘Act’), the Company and all companies that are
subsidiaries of the Company at the date on which this resolution
is passed, or at any time when this resolution has effect to:
(a) make political donations to political parties and/or
independent election candidates;
(b) make political donations to political organisations other
than political parties; and
(c) incur political expenditure,
04
SHAREHOLDER INFORMATION
143
FINANCIAL STATEMENTS
Town Centre Securities PLC
Annual Report and Accounts 2024
142
Contents Generation – Section Contents Generation – PageContents Generation – Section Contents Generation – Page Notice of Annual General Meeting
(as such terms are deined in the Act), up to an aggregate
amount of £50,000, and the amount authorised under each of
paragraphs (a) to (c) above shall also be limited to such amount,
during the period beginning on the date of the passing of this
resolution and ending at the conclusion of the next Annual
General Meeting of the Company to be held in 2024. Upon
the passing of this resolution, all existing authorisations and
approvals relating to political donations or expenditure under
Part 14 of the Act shall be revoked without prejudice to any
donation made, or expenditure incurred, prior to the passing
of this resolution pursuant to such authorisation or approval.
For the purpose of this resolution, the terms ‘political donation’,
‘political parties’, ‘independent election candidates’, ‘political
organisation’ and ‘political expenditure’ shall have the meanings
given by sections 363 to 365 of the Act.
Resolution 13: Authority to allot Ordinary Shares
13. To generally and unconditionally authorise the Board, in
substitution for any existing authority, but without prejudice
to the exercise of any such authority prior to the date of the
passing of this resolution, pursuant to and in accordance with
Section 551 of the Act to exercise all the powers of the Company
to allot shares in the Company or grant rights to subscribe for or
to convert any security into shares in the Company:
(a) up to an aggregate nominal amount of £3,513,556.50
(representing 14,054,226 ordinary shares) (such amount
to be reduced by any allotments or grants made under
paragraph (b) below in excess of such sum); and
(b) comprising equity securities (as deined in the Act) up to a
nominal amount of £7,027,113.25 (representing 28,108,453
Ordinary Shares) (such amount to be reduced by any
allotments or grants made under paragraph (a) above) in
connection with an offer by way of a rights issue:
(i) to ordinary Shareholders in proportion (as nearly as may
be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the Board otherwise
considers necessary,
and so that the Board may impose any limits or restrictions
and make any arrangements which it considers necessary,
expedient or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory
orany other matter,
provided that this authority shall expire at the conclusion of
the next Annual General Meeting of the Company, to be held
in 2025, or 27 February 2026, whichever is earlier, save that
the Company may, before such expiry, make an offer or enter
into an agreement which would or might require shares to be
allotted, or rights to subscribe for or to convert securities into
shares to be granted, after such expiry; and the Board may allot
shares or grant such rights in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
Special resolutions
Resolution 14: Authority to disapply pre-emption rights
14. That, if resolution 13 above is passed, the Board be given power
to allot equity securities (as deined in the Act) for cash under
the authority given by that resolution and/or to sell Ordinary
Shares held by the Company as treasury shares for cash as if
Section 561 of the Act did not apply to any such allotment or
sale, such power to be limited:
(a) to the allotment of equity securities and sale of treasury
shares in connection with an offer of, or invitation to
applyfor, equity securities (but in the case of the authority
granted under paragraph (b) of resolution 13, by way of a
rights issue only):
(i) to ordinary Shareholders in proportion (as nearly as
may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required
by the rights of those securities, or as the Board
otherwise considers necessary,
and so that the Board may impose any limits or restrictions
and make any arrangements which it considers necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a)
of resolution 14 and/or in the case of any sale of treasury
shares, to the allotment of equity securities or sale of
treasury shares (otherwise than under paragraph (a)
above) up to a nominal amount of £527,033.50,
such power to apply until the end of the next Annual General
Meeting to be held in 2025, or 27 February 2026, whichever is
earlier, but, in each case, during this period the Company may
make offers and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury shares to
be sold) after the power ends and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the power had not ended.
Resolution 15: Additional authority to disapply pre-emption
rights for purposes of acquisitions or capital investments
15. That, if resolution 13 above is passed, the Board be given the
power, in addition to any power granted under resolution 14
above, to allot equity securities (as deined in the Act) for cash
under the authority granted under paragraph (a) of resolution 13
and/or to sell Ordinary Shares held by the Company as treasury
shares for cash as if Section 561 of the Act did not apply to any
such allotment or sale, such power to be:
(a) limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of £527,033.50; and
(b) used only for the purposes of inancing a transaction
which the Board determines to be an acquisition or
other capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to
the date of this notice, or for the purposes of reinancing
such a transaction within six months of it taking place,
such power to apply until the end of the next Annual General
Meeting to be held in 2025, or 27 February 2026, whichever is
earlier, but, in each case, during this period the Company may
make offers and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury shares to
be sold) after the power ends and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the power had not ended.
Notice of Annual General Meeting continued
Resolution 16: Authority to purchase Company’s own shares
16. That the Company be generally and unconditionally authorised for
the purpose of Section 701 of the Act to make market purchases
(within the meaning of Section 693(4) of the Act) of Ordinary
Shares of £0.25 each in the capital of the Company, provided that:
(a) the maximum number of Ordinary Shares which may be
purchased is 6,324,402;
(b) the minimum price, exclusive of any expenses, which may
be paid for each Ordinary Share is £0.25;
(c) the maximum price, exclusive of any expenses, which may
be paid for each Ordinary Share is an amount equal to the
higher of:
(i) 105% of the average mid-market value of an Ordinary
Share, as derived from the London Stock Exchange
Daily Official List for the ive business days prior to the
day on which the purchase is made; and
(ii) an amount equal to the higher of the price of
the last independent trade of an Ordinary Share
and the highest current independent bid for an
OrdinaryShare.
(d) this authority shall expire on the date of the next Annual
General Meeting of the Company or on 27 February 2026,
whichever is the earlier, but, in each case, provided that the
Company may, before such expiry, enter into a contract or
contracts to purchase shares which will or may be executed
wholly or partly after the expiry of such authority and the
Company may make a purchase of shares under such
contract or contracts as if the authority had notexpired.
Resolution 17: Notice of General Meetings,
other than Annual General Meetings
17. That a General Meeting (other than an Annual General Meeting) of
the Company may be called on not less than 14 clear days’ notice.
By order of the Board
Dr Edward Ziff OBE DL
Chairman & Chief Executive
15 October 2024
Registered Office:
Town Centre House, The Merrion Centre, Leeds, LS2 8LY
Registered in England and Wales No. 00623364
Explanatory notes
Ordinary resolutions
Resolution 1: To receive the Annual Financial Statements
and Directors’ Report
Under the Company’s Act 2006, the Directors are required to
present the Strategic Report, Directors’ Report, Auditor’s Report and
Annual Financial Statements of the Company to the Meeting. These
are contained in the Company’s 2024 Annual Report and Financial
Statements for the year ended 30 June 2024 (the ‘Annual Report’),
which was circulated at the time of this Notice and is also available
on the Company’s website at tcs-plc.co.uk.
Resolution 2: Directors’ Remuneration Report (excluding
the Directors’ Remuneration Policy) for the year ended
30June 2024.
Under the Companies Act 2006 (the ‘Act’), the Directors must prepare
an Annual Report detailing the remuneration of the Directors and a
statement by the Chairman of the Remuneration Committee (together,
the ‘Directors’ Remuneration Report’). The Act also requires that a
resolution be put to Shareholders each year for their approval of that
report. The Directors’ Remuneration Report can be found on pages 78
to 84 of the Annual Report. Resolution 2 is an advisory vote only and
the Directors’ entitlement to remuneration is not conditional on it.
Resolutions 3 – 9: Re-election of Directors
The Board has agreed a policy whereby all Directors will seek annual
re-election at the AGM, in accordance with the FRC Code of
Corporate Governance.
The Board believes that each Director seeking re-election continues
to have the requisite skills and experience, and to demonstrate the
necessary commitment, to contribute effectively to the Board. In
addition, the Board conirms that each Non-Executive Director is
able to commit sufficient time to meet their Board responsibilities.
The biographical details of the Directors seeking re-election at the
Meeting are set out on pages 64 to 65 of the Annual Report.
None of the Non-Executive Directors seeking re-election at the
Meeting have any existing or previous relationship, transaction
or arrangement with the Company, nor with any controlling
Shareholder of the Company or any associate of a controlling
Shareholder of the Company, within the meaning of Listing Rule
13.8.17R(1). In considering the independence of the Non-Executive
Directors, the Board has taken into account guidance from the UK
Corporate Governance Code.
Resolution 10: Reappointment of the auditors
At each General Meeting at which the Company’s Annual Financial
Statements are presented to its members, the Company is required
to appoint auditors to serve until the next such meeting. The Board,
on the recommendation of the Audit Committee, recommends the
reappointment of BDO LLP as auditors of theCompany.
Resolution 11: Remuneration of auditors
The remuneration of the Company’s auditors must be ixed by the
Company in a General Meeting or in such manner as the Company
may determine in a General Meeting. This resolution gives authority
to the Directors to approve the terms of engagement and determine
the remuneration of the Company’s auditors.
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Resolution 12: Authority to make political donations
Under the Act, political donations to any political parties, independent
election candidates or political organisations other than political
parties, or the incurring of political expenditure, are prohibited unless
authorised by Shareholders in advance.
As the legislation is capable of wide interpretation, the terms
‘political donation’, a ‘political party’, a ‘political organisation’
or ‘political expenditure’ are not easy to deine. For example,
sponsorship, subscriptions, payment of expenses, paid leave
for employees fulilling public duties, and support for bodies
representing the business community in policy review or
reform,may fall within the scope of these matters.
Therefore, notwithstanding that the Company has not made a political
donation in the past, and has no intention, either now or in the future,
of making any political donation or incurring any political expenditure,
the Board has decided to propose Resolution 12 to avoid running the
risk of the Company or its subsidiaries inadvertently breaching the Act
through the undertaking of routineactivities.
As permitted under the Act, this resolution also covers any
political donations made or political expenditure incurred by any
subsidiaries of the Company. This resolution caps the amount of
all forms of political donations and expenditure that the Company
and its subsidiaries would be permitted to make at an aggregate
of£50,000.
Resolution 13: Authority to allot Ordinary Shares
The purpose of this resolution is to give the Directors authority to
allot shares in place of the existing authority approved at the Annual
General Meeting of the Company held on 1 December 2023, which
expires at the end of the 2024 Annual General Meeting.
The authority in paragraph (a) of the resolution will allow the
Directors to allot new shares and grant rights to subscribe for,
or convert other securities into, shares up to a nominal value of
£3,513,556.50 (representing 14,054,226 Ordinary Shares), which is
equivalent to approximately one third of the total issued Ordinary
Share capital of the Company as at 14 October 2024, which is the
latest practicable date prior to publication of this Notice.
In accordance with institutional guidelines issued by the Investment
Association, paragraph (b) of Resolution 13 will allow Directors
to allot, including the Ordinary Shares referred to in paragraph
(a) of Resolution 13, further of the Company’s Ordinary shares
in connection with a pre-emptive offer by way of a rights issue
to Ordinary Shareholders up to a maximum nominal amount of
£7,027,113.25 representing approximately two thirds (66.67%) of the
Company’s existing issued Ordinary Share capital and calculated
as at 17 October 2024 (being the latest practicable date prior to
publication of this document).
The Company does not currently hold any shares in treasury.
The Board believes it is in the best interests of the Company to
have these authorities so that the Board can allot securities at
shortnotice and without the need to hold a General Meeting.
The authorities sought in paragraphs (a) and (b) of resolution 13
are without prejudice to previous allotments made under such
existingauthorities.
The authorities will only be valid until the conclusion of the next
Annual General Meeting of the Company to be held in 2025 or
27February 2026, whichever is earlier.
Special Resolutions
Resolution 14: Authority to disapply pre-emption rights
At the Annual General Meeting held on 1 December 2023, the
Directors were given the authority to issue equity securities of
the Company and sell treasury shares in exchange for cash until
the 2024 Annual General Meeting. Resolution 14 renews this
authority allowing Directors to issue equity securities and to sell
treasury shares for cash on a non-pre-emptive basis: (i) to Ordinary
Shareholders in proportion to their existing shareholdings and to
holders of other equity securities as required by the rights of those
securities, or as the Directors consider necessary, and to deal with,
among other things, treasury shares, fractional entitlements and
legal and practical problems in any territory, for example, in the
case of a rights issue or other similar share issue; and (ii) otherwise,
up to an aggregate nominal amount of £527,033.50 (representing
2,108,134 Ordinary Shares). This number represents approximately
5% of the issued share capital as at 14 October 2024 the latest
practicable date prior to publication of this Notice.
The Directors believe that this resolution will assist them in taking
advantage of business opportunities as they arise.
The Company does not currently hold any shares in treasury.
These authorities are without prejudice to allotments made under
previous authorities and will only be valid until the conclusion
of the next Annual General Meeting to be held in 2025 or
27February2026, whichever is earlier.
Resolution 15: Additional authority to disapply
pre-emption rights for purposes of acquisitions
orcapitalinvestments
On 5 May 2016, the Pre-emption Group published a monitoring
report on the implementation of its 2015 Statement of Principles
for Disapplying Pre-emption Rights and a recommended template
resolution for disapplying pre-emption rights. The template
recommends Companies request authority to disapply pre-emption
rights in respect of the additional 5% to be used when the Board
considers the use to be for an acquisition or speciied capital
investment in accordance with the 2015 Statement of Principles
as a separate resolution to the disapplication to issue shares on
anunrestricted basis.
Resolution 16 seeks this separate authority. Where the authority
granted under resolution 15 is used, the Company will disclose this
in the announcement regarding the issue, the circumstances that
have led to its use and the consultation process undertaken.
Notice of Annual General Meeting continued
In accordance with the section of the Statement of Principles
regarding cumulative usage of authorities within a rolling three-
year period, the Directors also conirm their intention that (except
in relation to an issue pursuant to resolution 15 in respect of the
additional 5% referred to above) no more than 7.5% of the issued
ordinary share capital will be issued for cash on a non-pre-emptive
basis during any rolling three-year period, without prior consultation
with Shareholders.
The Directors believe that this resolution will assist them in taking
advantage of business opportunities as they arise.
These authorities are without prejudice to allotments made under
previous authorities and will only be valid until the conclusion
of the next Annual General Meeting to be held in 2025, or
27February2026, whichever is earlier.
Resolution 16: Authority to purchase Company’s
ownshares
Resolution 16 is a special resolution that will grant the Company
authority to make market purchases of up to 6,324,402 Ordinary
Shares, representing 15% of the Ordinary Shares in issue as at the
date of the Notice.
The Directors have no present intention to exercise the authority
granted by this resolution, but the authority provides the lexibility
to allow them to do so in future. The Directors would not exercise
the authority unless they believed that the expected effect
would promote the success of the Company for the beneit of
its Shareholders as a whole. Any shares bought back will either
be cancelled or placed into treasury at the determination of
theDirectors.
The maximum price which may be paid for each ordinary share
must not be more than the higher of (i) 105% above the average of
the mid-market values of the ordinary shares for the ive business
days before the purchase is made or (ii) the higher of the price of
the last independent trade and the highest current independent bid
for the ordinary shares. The minimum price which may be paid for
each ordinary share is £0.25.
This authority shall expire at the Annual General Meeting to be held
in 2025 or on 27 February 2026, whichever is the earlier, when a
resolution to renew the authority will be proposed.
Resolution 17: Notice of General Meetings other than
Annual General Meetings
Under the Act, the notice period required for all General Meetings
of the Company is 21 clear days. Annual General Meetings will
always be held on at least 21 clear days’ notice, but Shareholders
can approve a shorter notice period for other general meetings.
At last year’s Annual General Meeting Shareholders authorised the
calling of general meetings (other than an Annual General Meeting)
on not less than 14 clear days’ notice, and it is proposed that this
authority be renewed.
Resolutions and important notes
The formal notice convening the Meeting (‘the Notice’) is set out on
pages 143 to 149 of this document and includes explanatory notes
to each of the resolutions to be proposed at the Meeting. There will
be an opportunity for you to raise questions at the Meeting about
the resolutions set out in the Notice and about the business of
theCompany.
Further Information
Further information relating to the Company and its inancial
information can be found in the Company’s Annual Report and
inancial statements for the year ended 30 June 2024, which was
circulated at the same time as this Notice and is also available on
the Company’s website at tcs-plc.co.uk
Recommendation
The Board considers that Resolutions 1 to 17 are in the best interests
of the Company and its Shareholders as a whole and recommends
that you vote in favour of such resolutions, as the Directors intend
to do in respect of their own beneicial holdings.
Important notes
The following notes explain your general rights as a Shareholder
and your right to attend and vote at this Annual General Meeting or
to appoint someone else to vote on your behalf.
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 close of business
on Monday 25 November 2024 (or, in the event that the meeting
is adjourned, in the register of members at close of business
on the date which is two days before the date of any adjourned
meeting) shall be entitled to attend or 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.
2. In order to gain admittance to the meeting, members maybe
asked to prove their identity.
3. A Shareholder is entitled to appoint one or more persons as
proxies to exercise all or any of his or her rights to attend, 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 him/her. To appoint more than one proxy using
a hard copy proxy form, you will need to complete a separate
Form of Proxy in relation to each appointment. Additional
proxy forms may be obtained by contacting the Company’s
registrar at Link Group, PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL or you may photocopy the proxy form.
You will need to state clearly on each proxy form the number of
shares in relation to which the proxy is appointed. A failure to
specify the number of shares each proxy appointment relates
to or specifying a number which when taken together with the
number 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. You can only
appoint a proxy using the procedures set out in these notes and
the notes to the proxy form.
The appointment of a proxy will not preclude a member from
attending and voting in person at the meeting if he or she
sowishes.
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4. You can vote either:
• by logging on to investorcentre.linkgroup.co.uk/Login/Login
where full instructions can be found;
• through the Link Investor Centre app (see notes below);
• by requesting a hard copy form of proxy directly from the
registrar, Link Group, by emailing shareholderenquiries@
linkgroup.co.uk or calling on Tel: 0371 664 0300. Calls are
charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between
09:00 and 17:30, Monday to Friday excluding public holidays
in England and Wales; or
• in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out below; or
• if you are an institutional investor you may also be able to
appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to proxymity.io (seenotes below).
For an electronic proxy appointment to be valid, the
appointment must be received by the Company’s registrar by
no later than 10.00am on Monday 25 November 2024 (or in
the event that 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 a hard copy form of proxy to be valid, it must be completed,
signed and sent to the offices of the Company’s registrars,
Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, so as to arrive no later than 10.00am on Monday 25
November 2024 (or, in the event that 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).
Any electronic communication sent by a member to the
Company or the Company’s registrar which is found to contain
a virus will not be accepted by the Company but every effort
will be made by the Company to inform said member of the
rejected communication.
5. If you return more than one proxy appointment, either by paper
or electronic communication, the appointment received last
by the registrar before the latest time for the receipt of proxies
will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities
are open to all Shareholders and those who use them will not
bedisadvantaged.
6. The return of a completed proxy form, electronic iling, any
CREST Proxy Instructions or appointment of a proxy via
Proxymity will not prevent a Shareholder from attending the
Meeting and voting in person if he/she wishes to do so. Unless
otherwise indicated on the Form of Proxy, CREST, Proxymity or
any other electronic voting instruction, the proxy will vote as
they think it or, at their discretion, withhold from voting.
7. Link Investor Centre is a free app for smartphone and tablet
provided by Link Group (the company’s registrar). It allows you
to securely manage and monitor your shareholdings in real time,
take part in online voting, keep your details up to date, access a
range of information including payment history and much more.
The app is available to download on both the Apple App Store
and Google Play, or by scanning the relevant QR code below.
Notice of Annual General Meeting continued
8. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so for the Meeting (and any adjournment of the Meeting) by
using the procedures described in the CREST manual (available
from euroclear.com). CREST Personal Members or other CREST
sponsored members, and those CREST members who have
appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able totake
the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST message
(a CREST Proxy Instruction) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
speciications, and must contain the information required
for such instructions, as described in the CREST manual. The
message must be transmitted to be received by the issuer’s
agent (ID RA10) by 10:00am on Monday 25 November 2024.
For this purpose, the time of receipt will be taken to mean the
time (as determined by the timestamp applied to the message
by the CREST Application Host) from which the issuer’s agent 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.
10. CREST members and, where applicable, their CREST sponsors,
or voting service providers should note that Euroclear UK
& International Limited does not make available special
procedures in CREST for any particular message. 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 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 system 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 as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertiicated Securities Regulations 2001.
11. If you are an institutional investor you may also be able to appoint
a proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go
to proxymity.io. Your proxy must be lodged by 10:00am on 25
November 2024 in order to be considered valid or, if the meeting
is adjourned, by the time which is 48 hours before the time of
the adjourned meeting. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these carefully
as you will be bound by them and they will govern the electronic
appointment of your proxy. An electronic proxy appointment via
the Proxymity platform may be revoked completely by sending
an authenticated message via the platform instructing the
removal of your proxy vote.
12. A Shareholder or Shareholders having a right to vote at the
meeting and holding at least 5% of the total voting rights of
the Company (see note 14 below), or at least 100 Shareholders
having a right to vote at the meeting and holding, on average,
at least £100 of paid share capital, may require the Company to
publish on its website a statement setting out any matter that
such Shareholder(s) propose to raise at the meeting relating
to either the audit of the Company’s accounts (including the
Auditors’ Report and the conduct of the audit) that are to be
laid before the meeting or any circumstances connected with
an auditor of the Company ceasing to hold office since the last
Annual General Meeting of the Company in accordance with
Section 527 of the Act.
Any such request must:
12.1 identify the statement to which it relates, by either setting
out the statement in full or, if supporting a statement
requested by another Shareholder, clearly identifying
thestatement which is being supported;
12.2 comply with the requirements set out in note 7 below; and
12.3 be received by the Company at least one week before
themeeting.
Where the Company is required to publish such a statement on
its website:
12.4 it may not require the Shareholder(s) making the request
to pay any expenses incurred by the Company in
complying with the request;
12.5 it must forward the statement to the Company’s auditors
no later than the time when it makes the statement
available on the website; and the statement may be dealt
with as part of the business of the meeting.
13. Any request by a Shareholder or Shareholders to require the
Company to publish audit concerns as set out in note 6 above:
13.1 may be made either:
13.1.1 in hard copy, by sending it to the Company Secretary, Town
Centre House, The Merrion Centre, Leeds, LS2 8LY; or
13.1.2 in electronic form, by sending it to 0113 234 0442,
markedfor the attention of the Company Secretary,
ortoinfo@tcs-plc.co.uk (please state ‘TCS: AGM’ in the
subject line of theemail);
13.2 must state the full name(s) and address(es) of the
Shareholder(s); and
13.3 (where the request is made in hard copy from or by fax)
must be signed by the Shareholder(s).
14. As at 14 October 2024 (being the last practicable date prior
to the publication of this notice) the Company’s issued share
capital consists of 42,162,679 ordinary shares of 25p each,
carrying one vote each. The Company does not hold any
ordinary shares in treasury. Therefore, the total voting rights
inthe Company as at 14 October 2024 are 42,162,679.
15. 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
mustanswer any such questions unless:
15.1 to do so would interfere unduly with the preparation
for the meeting or would involve the disclosure of
conidentialinformation;
15.2 the answer has already been given on a website in the
form of an answer to a question; or
15.3 it is undesirable in the interests of the Company or the
good order of the meeting that the question be answered.
16. 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 Act (‘Nominee’):
16.1 the Nominee may have a right under an agreement
between the Nominee and the Shareholder by whom he/
she was appointed, to be appointed, or to have someone
else appointed, as a proxy for the meeting; or
16.2 if the Nominee does not have any such right or does not
wish to exercise such right, the Nominee may have a right
under any such 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 above does not apply
to a Nominee. The rights described in such notes can only be
exercised by Shareholders of the Company.
17. Biographical details of all those Directors who are offering
themselves for appointment or re-appointment at the
meeting are set out on page 64 and 65 of the Annual Report
andAccounts.
18. 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.
19. The following documents will be available for inspection during
normal business hours at the registered office of the Company
from the date of this notice until the time of the meeting.
19.1 copies of the service contracts of the Executive
Directors;and
19.2 copies of the letters of appointment of the
Non-Executive Directors.
20. 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 tcs-plc.co.uk.
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Investor Information
Registrar
All general enquiries concerning shareholdings in Town Centre
Securities PLC should be addressed to:
Link Group
PXS
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: 0371 664 0300
(Calls are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international rate.
Lines are open from 9.00am–5.30pm, Monday to Friday excluding public holidays in
England and Wales.)
Telephone from outside United Kingdom:
+44 (0) 371 664 0300
Email: shareholderenquiries@linkgroup.co.uk
Website: linkassetservices.com
Dividends
Interim dividend: 8.5p per share paid on 14 June 2024 to
Shareholders on the register on 24 May 2024.
There is no proposed inal dividend.
Payment of dividends
Shareholders whose dividends are not currently paid to mandated
accounts may wish to consider having their dividends paid directly
into their bank or building society account. This has a number
of advantages, including the crediting of cleared funds into the
nominated account on the dividend payment date. If Shareholders
would like their future dividends to be paid in this way, they should
complete a mandate instruction available from the registrars.
Under this arrangement tax vouchers are sent to the Shareholder’s
registered address.
Advisors
Independent auditors
BDO LLP
Brokers
Panmure Liberum
Peel Hunt
Bankers
Lloyds Banking Group Plc
The Royal Bank of Scotland Plc
Svenska Handelsbanken AB (Publ)
Solicitors
DLA Piper UK LLP
Bond Dickinson LLP
TLT LLP
Principal valuers
Jones Lang LaSalle
CBRE
Corporate public relations
MHP Communications
Contact information
Registered office
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Registered number
623364 England
Email
info@tcs-plc.co.uk
Website
tcs-plc.co.uk
Company Secretary
Tom Evans
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Registrar and transfer office
Link Group
Trustees to mortgage debenture holders
Link Market Services Trustees Limited
c/o Apex Corporate Trustees (UK) Limited
6th Floor
125 Wood Street
London
EC2V 7AN
Glossary
AGM Annual General Meeting
CVA Company Voluntary Arrangement, a process under UK insolvency law which allows a company to
reschedule its debts with the consent of a speciied majority of its creditors.
EPC Energy Performance Certiicate
EPRA European Public Real Estate Association
EPRA EPS A measure of EPS designed by EPRA to present underlying earnings from core operating activities
EPRA Guidance The EPRA Best Practices Recommendations Guidelines October 2019
EPRA NTA A measure of NAV designed by EPRA to present the fair value of a company on a long-term basis.
For these purposes, the Group uses EPRA Net Tangible Assets as deined in the EPRA Guidance
EPS Earnings per share calculated as the proit or loss for the period after tax attributable to Shareholders
of the Company divided by the weighted average number of shares in issue in the period
ERV Estimated rental value: the independent valuer’s opinion of the open market rent which, on the date of
valuation, could reasonably be expected to be obtained on a new letting or rent review of a property
GDV Gross Development Value
IFRS International Financial Reporting Standards
LTV Loan-to-value:
• Facility speciic – the outstanding amount of a loan as a percentage of property value
• Group LTV – The amount of inancial liabilities less cash and cash equivalents (incl.overdrawn
balances) as a percentage of the Group’s total assets less cash and cashequivalents
NAV Net asset value
Net borrowings Total inancial liabilities less IFRS 16 lease liabilities and cash equivalents
Net initial yield Annualised net rents on an investment property as a percentage of the investment property valuation
less purchaser’s costs
Post investment yield Annualised net rents on a property as a percentage of the total development costs of aproperty
REIT Real Estate Investment Trust
Reversionary yield ERV on an investment property as a percentage of the investment property valuation less
purchaser’scosts
Total property return
Calculated as the net operating proit and gains/losses from property sales and valuations as a
percentage of the opening portfolio carrying value
Total Shareholder return The movement in share price over a period plus dividends paid in the period expressed as a
percentage of the share price at the start of the period
Void rate
The percentage of the portfolio (based on rental and estimated rental value) of units that are not
subject to a lease or an agreement for lease. This measure excludes units that are speciically
held for redevelopment
Weighted average unexpired
lease term
The term to the irst tenant break or expiry of the leases in the portfolio weighted by rental value
before rent concessions, also referred to as WAULT
04
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Town Centre Securities PLC
Town Centre House
The Merrion Centre
Leeds
LS2 8LY
Tel: 0113 222 1234
45 Weymouth Street
London
W1G 8BY
tcs-plc.co.uk
Town Centre Securities PLC Annual Report and Accounts 2024