Terrace Hill merges with developer Urban & Civic

Residential developer Urban & Civic has struck a deal to merge with developer Terrace Hill to create an enlarged firm working under the Urban & Civic name.

The deal will be achieved through an acquisition by Terrace Hill of Urban & Civic shares, but is effectively a reverse takeover by Urban & Civic of the AIM-listed group which will then be listed on the main London Stock Exchange. At the same time the deal will see the combined company raise £170m to finance its forthcoming development programme.

The deal will see current Urban & Civic boss Nigel Hugill become as executive chair of the combined company, with Terrace Hill’s current chief executive Philip Leech becoming property director of the new firm.

Terrace Hill, which is already AIM-listed but has to re-list due to the size of the merger, is proposing to use £80m from the proceeds of the listing to build out existing developments, leaving a £90m war chest for new developments.

The deal values Urban & Civic at £95.3m.

Terrace Hill said the new enlarged company would be a real estate company “with a network of regional offices and a focus on large scale residential holdings and commercial development opportunities across central London and the UK’s regions”.

Urban & Civic owns two UK sites in Cambridgeshire and Rugby with outline planning consent for 11,200 homes, which it estimates have a build out value of £2.7bn.

The unlisted Urban & Civic was founded in 2009 by Nigel Hugill and Robin Butler.

The proposed acquisition and listing is subject to approval from both firms’ shareholders. Terrace Hill has already secured irrevocable written support from 72.8% of its shareholders, and Hugill and Butler are the sole shareholders of Urban & Civic.

The listing is expected to become effective on 22 May 2014.

Robert Adair, executive chairman of Terrace Hill, said: “This powerful new combination represents a transformational and exciting step forward for us. I could not have wanted for a better and more promising outcome.

“As local economies and real wages outside central London begin to recover, the new business has good momentum and an excellent and skilled, combined management team to take us forward.

“Our shareholders should also benefit from the greater visibility and improved liquidity that the main market listing and larger capitalisation will provide.”

Nigel Hugill, executive chairman of Urban & Civic, said: “We are back in the arena where we feel happiest. Alconbury and Rugby are both new garden settlements in the making with strong local economies and good commuting to London.

“The two companies have highly complementary skill sets and the secured Terrace Hill pipeline will allow us to build retained income. The enlarged business will be strong enough to punch hard but small enough to care passionately. I simply cannot wait to get going.”