LCP Proudreed PLC - Irish Stock Exchange

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VALUATION REPORTS London & Cambridge Properties Limited and L.C.P. Real Estate Limited (L.C.P. Real Estate Limited in its capacity as Borrower) LCP House The Pensnett Estate Kingswinford West Midlands DY6 7NA HSBC Bank plc (in its capacity as Joint Lead Manager, Liquidity Facility Provider and Hedging Provider) Level 3 8 Canada Square London E14 5HQ HSBC Trustee (C.I.) Limited (in its capacity as Borrower Security Trustee, Issuer Security Trustee and Note Trustee) 1 Grenville Street St Helier Jersey Channel Islands JE4 9PF Société Générale, London Branch (in its capacity as Joint Lead Manager) SG House 41 Tower Hill London EC3N 4SG Société Générale (in its capacity as Hedging Provider) Tours S.G. 17 Cours Valmy 97472 Paris La Défense LCP Proudreed PLC (in its capacity as Issuer) c/o SPV Management Limited Tower 42 (Level 11) International Financial Centre 25 Old Broad Street London EC2N 1HQ Dear Sirs VALUATION OF ASSETS OWNED BY LONDON & CAMBRIDGE PROPERTIES LIMITED AND ITS SUBSIDIARIES (‘‘LCP’’) AS AT 15 JUNE 2005 1.0 INSTRUCTIONS 1.1 Instruction: In accordance with instructions contained within the letter received from L.C.P. Management Limited (‘‘LCPM’’) with instruction effective from 5th May 2005, we have inspected the properties (the ‘‘Properties’’) shown in Appendix 1, in order to advise you of our opinion of the Market Value (as defined in paragraph 3.2) as at 15th June 2005 (the ‘‘Valuation Date’’)ofthe freehold or long leasehold interests (as appropriate) in each of the Properties in connection with the issue by the Issuer of £243,800,000 Class A Notes due 2016, £32,200,000 Class B Notes due 2016, £36,800,000 Class C Notes due 2016 and £9,200,000 Class D Notes due 2016 as described in an offering circular (the ‘‘Offering Circular’’) dated on or about the date hereof. This report is dated 19 October 2005. 1.2 Inspections: We have inspected all the Properties within the last 6 months. However, as requested we have relied upon areas provided to us by LCPM in respect of the majority of the Properties and have specifically measured only certain Properties as requested by LCPM. We have assumed that the areas provided to us to have been measured in accordance with the Code of Measuring Practice 95
issued by the Royal Institution of Chartered Surveyors and the Incorporated Society of Valuers and Auctioneers. The Properties for which you have requested specific measurement (please see the attached list in Appendix 2) have either been measured expressly for the purposes of this valuation or measured previously by King Sturge in accordance with the RICS guidelines and in these instances we have verified that there has been no change to the premises in the intervening period. 1.3 Compliance with Appraisal and Valuation Standards and the Listing and Admission to Trading Guidelines for Asset-backed Securities: We confirm that the valuations have been made in accordance with the appropriate sections of both the current Practice Statements (‘‘PS’’), and United Kingdom Practice Statements (‘‘UKPS’’) contained within the RICS Appraisal and Valuation Standards, 5th Edition (the ‘‘Red Book’’) as well as the Listing and Admission to Trading Guidelines for Asset-backed Securities published by the Irish Financial Services Regulatory Authority. We would confirm that we have valued each Property as a whole in accordance with market practice. 1.4 Status of valuer and conflicts of interests: The Properties have been valued by external valuers qualified for the purposes of the valuation. We can confirm that these surveyors have relevant experience in this type of property and in these locations. The valuation has been overseen by J.P.Asquith BSc FRICS who also has extensive experience in valuing portfolios of this type. We confirm that King Sturge do not have any conflict of interest in regard to this matter and have derived no agency fees from this transaction. We also confirm that in the year to 30 April 2005 the proportion of total fees payable by LCP and its group companies to King Sturge’s total fee income was less than 5%, and this position is not expected to change in the current year. King Sturge has historically valued from time to time the property assets of both LCP and its associated companies and also undertaken full valuation reports of a number of properties for certain of the companies’ banks, including HSBC Bank plc. 1.5 As requested we have attached hereto an executive summary, a tenancy schedule in the format requested and reports on each individual Property. 2.0 OPINION OF VALUE 2.1 In accordance with the facts and assumptions set out in this Valuation Certificate, we are of the opinion that the total Market Value of the various freehold and long leasehold interests of the Properties listed below, as at 15 June 2005, is in the sum total of £391,520,000 (Three Hundred and Ninety One Million Five Hundred and Twenty Thousand Pounds). According to tenure the aggregate values are: Freehold £307,280,000 Part freehold / part leasehold £ 4,660,000 Long leasehold £ 79,580,000 2.2 A schedule showing the individual Market Values and Current Rents is attached at Appendix 1. The total Market Value is the aggregate of the individual Market Values. 3.0 BASIS OF VALUATION 3.1 The value of each of the Properties has been assessed in accordance with the relevant parts of the current RICS Appraisal and Valuation Standards. In particular we have assessed Market Value in accordance with PS 3.2. Under these provisions, the term Market Value means an opinion of ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion’’. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book. 3.2 Our valuations exclude any expenses which would be incurred on a realisation or disposal and any liabilities due to taxation on disposal such as Capital Gains Tax or Value Added Tax, but have been adjusted to reflect assumed normal purchaser’s costs. These will be 5.75% in respect of assets valued in excess of £500,000 and 4.75% in respect of those of lower value. 3.3 Our valuations reflect plant and machinery on the Properties in so far as it does not form part of any manufacturing process carried on therein, but would be regarded by the open market as an integral part of the land and buildings for letting or sale purposes. 96
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LCP Proudreed PLC incorporated with
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The Issuer accepts responsibility f
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CONTENTS SECTION PAGE PRINCIPAL CHA
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PRINCIPAL CHARACTERISTICS OF THE CO
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Security: Insurance: Valuation: 70
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TRANSACTION OVERVIEW The informatio
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TRANSACTION PARTIES The Issuer LCP
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SPV Management Limited’s appointm
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Statistical Analysis Unless stated
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Property Name Property Address Type
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Property Number 2 Property Name Arc
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Property Number 6 Property Name Adw
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Property Number 10 Property Name Sh
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7. Property Size The figures cited
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Property Number 2 Property Name Alp
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3. Tenant Concentration (Top 10 Ten
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8. Sectoral Weightings: (Industrial
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Interest Payment Date falling in Fe
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RISK FACTORS The following is a sum
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available to be applied by the Issu
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maturity of the Notes, enforcement
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emoval, rebuilding, reinstating and
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assurance that a Borrower will exer
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which is intended to ensure that th
Page 50 and 51: egulations will not occur in the fu
Page 52 and 53: landlord to forfeit the Headlease i
Page 54 and 55: 3. Legal and regulatory considerati
Page 56 and 57: A company is eligible for a morator
Page 58 and 59: displayed and (c) applicable provis
Page 60 and 61: Withholding tax in respect of the C
Page 62 and 63: SUMMARY OF PRINCIPAL DOCUMENTS Belo
Page 64 and 65: on the two Loan Calculation Dates i
Page 66 and 67: substantially as it has been conduc
Page 68 and 69: A breach of a Financial Covenant ma
Page 70 and 71: • not to carry out and/or agree t
Page 72 and 73: (f) (g) (h) (i) (j) (k) (l) (m) (n)
Page 74 and 75: (vi) in the case of Same-Day Substi
Page 76 and 77: of the Approved Valuer) structural
Page 78 and 79: (a) a certificate is provided by th
Page 80 and 81: Floating charges held by the Borrow
Page 82 and 83: Each Accountholder will pay to each
Page 84 and 85: (D) details of any steps being take
Page 86 and 87: (iii) to provide collateral to secu
Page 88 and 89: in the prepayment of the Commercial
Page 90 and 91: a view to achieving a reasonable re
Page 92 and 93: Where amounts are to be provided fo
Page 94 and 95: (a) first, in or towards satisfacti
Page 96 and 97: (d) fourth, in or towards satisfact
Page 98 and 99: 5. The Hedging Agreements For a fur
Page 102 and 103: 4.0 VALUATION ASSUMPTIONS 4.1 SOURC
Page 104 and 105: APPENDIX 1 Ref No Property Descript
Page 106 and 107: Ref No Property Description & Tenur
Page 114 and 115: APPENDIX 2 Properties Requiring Mea
Page 116 and 117: 295 SWINTON, Swinton Hall Industria
Page 118 and 119: issued by the Royal Institution of
Page 120 and 121: previously seen environmental repor
Page 122 and 123: APPENDIX 2 Properties Requiring Mea
Page 124 and 125: Directors and Secretary The directo
Page 126 and 127: Accountants Report to the Members o
Page 128 and 129: THE BORROWERS L.C.P. Real Estate Li
Page 130 and 131: Name Business Address Other Princip
Page 132 and 133: The accompanying notes are an integ
Page 134 and 135: Proudreed Real Estate Limited Intro
Page 136 and 137: Independent Auditors’ Report to t
Page 138 and 139: 5. Reconciliation of Shareholders
Page 140 and 141: THE HEDGING PROVIDERS AND THE LIQUI
Page 142 and 143: 1. DEFINITIONS AND PRINCIPLES OF CO
Page 144 and 145: ‘‘Definitive Note’’ means i
Page 146 and 147: (ii) the making of an administratio
Page 148 and 149: the Issuer Account Bank and Cash Ma
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(ii) in relation to any Definitive
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‘‘Principal Paying Agent’’
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General Interpretation (b) In these
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Form of Definitive Notes (f) Defini
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Default), the Cash Manager shall on
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(ii) (iii) (iv) (v) that such amoun
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Separateness (k) permit or consent
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(i) determine the Rate of Interest
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(iii) (iv) Agreement or such other
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insufficient after payment of all o
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Change in Currency (k) (i) If at an
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11. ENFORCEMENT (a) (b) At any time
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Separate meetings of different Clas
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Removal and Replacement of Note Tru
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Although a Meeting of Noteholders c
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FORM OF THE NOTES General The Notes
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purposes as realising profits, gain
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In addition, until 40 days after th
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(b) the Valuation Reports; (c) the
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(c) in the case of shares, such for
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Class A Notes means the Original Cl
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Environment means all or any of the
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Further Class C Notes has the meani
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(ii) any fees and expenses payable
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Investor Presentation Materials mea
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to prime banks in the London inter-
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provided that, in determining wheth
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Obligor Transaction Documents means
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provided that for each of the follo
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Preliminary Offering Circular means
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Period, the Reference Amount will b
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Tax Deeds of Covenant means the two
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Capital Printing Systems (UK) Limit
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