LCP Proudreed PLC - Irish Stock Exchange

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APPENDIX 2 Properties Requiring Measurement None APPENDIX 3 Properties For Which Environmental Reports Seen 378 SITTINGBOURNE, 5 Dolphin Park 381 EBBW VALE, Waun-Y-Pound 117
THE ISSUER LCP Proudreed PLC Introduction The Issuer was incorporated in England and Wales on 4 August 2005 (registered number 5528295) as a public limited company under the Companies Act 1985 under the name LCP Proudreed PLC. The registered office of the Issuer is at c/o SPV Management Limited, Tower 42 (Level 11), International Financial Centre, 25 Old Broad Street, London EC2N 1HQ, telephone +44 (0) 207 614 1111. The principal objects of the Issuer are set out in its memorandum of association and are, inter alia,tolend money and give credit, secured or unsecured, to borrow or raise money and secure the payment of money, and to grant security over its property for the performance of its obligations or the payment of money. The Issuer was established for the limited purposes of the issue of the Notes, to lend money, to open accounts, to create security and receive interest in respect thereof, and to enter into certain related transactions described elsewhere in this Offering Circular. The Issuer has not engaged, since its incorporation, in any material activities other than those incidental to its incorporation and registration as a public company under the Companies Act 1985 and to the proposed issue of the Notes and the authorisation of the other Transaction Documents referred to in this Offering Circular to which it is a party and other matters which are incidental or ancillary to the foregoing. The Issuer’s issued share capital is £50,000 divided into 50,000 ordinary shares of £1 two of which are fully paid up and 49,998 are one quarter paid up. 49,999 shares are held by the Post-Enforcement Call Option Holder and one is held by SPV Management Limited as trustee for the benefit of the Post-Enforcement Call Option Holder. The Post-Enforcement Call Option Holder The Post Enforcement Call Option Holder was incorporated in England and Wales on 4 August 2005 (registered number 5528298) as a limited company under the Companies Act 1985 under the name L&C Proudreed Holdings Limited. The registered office of the Post-Enforcement Call Option Holder is at c/o SPV Management Limited, Tower 42 (Level 11), International Financial Centre, 25 Old Broad Street, London EC2N 1HQ. The Post-Enforcement Call Option Holder’s entire share capital is held by the Share Trustee on trust for general charitable purposes. 118
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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
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egulations will not occur in the fu
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landlord to forfeit the Headlease i
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3. Legal and regulatory considerati
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A company is eligible for a morator
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displayed and (c) applicable provis
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Withholding tax in respect of the C
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SUMMARY OF PRINCIPAL DOCUMENTS Belo
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on the two Loan Calculation Dates i
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substantially as it has been conduc
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A breach of a Financial Covenant ma
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• 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 100 and 101: VALUATION REPORTS London & Cambridg
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 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
Page 150 and 151: (ii) in relation to any Definitive
Page 152 and 153: ‘‘Principal Paying Agent’’
Page 154 and 155: General Interpretation (b) In these
Page 156 and 157: Form of Definitive Notes (f) Defini
Page 158 and 159: Default), the Cash Manager shall on
Page 160 and 161: (ii) (iii) (iv) (v) that such amoun
Page 162 and 163: Separateness (k) permit or consent
Page 164 and 165: (i) determine the Rate of Interest
Page 166 and 167: (iii) (iv) Agreement or such other
Page 168 and 169: insufficient after payment of all o
Page 170 and 171: 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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LCP Proudreed PLC - Irish Stock Exchange

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