LCP Proudreed PLC - Irish Stock Exchange

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Directors and Secretary The directors of the Issuer and their respective business addresses and other principal activities are: Name Business Address Other Principal Activities Mark Howard Filer c/o SPV Management Limited Tower 42 (Level 11) International Financial Centre 25 Old Broad Street, London EC2N 1HQ Director SPV Management Limited Robin Baker Ruth Thomas SPV Management Limited Tower 42 (Level 11) International Financial Centre 25 Old Broad Street, London EC2N 1HQ c/o SPV Management Limited Tower 42 (Level 11) International Financial Centre 25 Old Broad Street, London EC2N 1HQ c/o SPV Management Limited Tower 42 (Level 11) International Financial Centre 25 Old Broad Street, London EC2N 1HQ Management of Special Purpose Companies General Manager Manager Martin McDermott has been appointed as an alternate director for Ruth Thomas. The company secretary of the Issuer is SPV Management Limited whose business address is Tower 42 (Level 11), International Financial Centre, 25 Old Broad Street, London EC2N 1HQ. The Issuer has no employees or non-executive directors. The Directors of SPV Management Limited and their principal activities are as follows:- Name Function Principal Activities Martin McDermott Managing Director/Chief Executive Company Director Mark Filer Executive Director Company Director James Fairrie Managing Director/Sales and Marketing Company Director Nicolas Patch Executive Director Company Director Anthony Raikes Non-Executive Director Company Director David Dupert Non-Executive Chairman Banker David Roulston Non-Executive Director Banker William Farrell II Non-Executive Deputy Chairman Banker The company secretary of SPV Management Limited is Clifford Chance Secretaries (CCA) Limited. 119
Capitalisation and Indebtedness The estimated unaudited capitalisation and indebtedness of the Issuer as at 19 October 2005, adjusted for the issue of the Notes is as follows: Share capital Authorised: 50,000 Ordinary Shares of £1 each £50,000 Issued 50,000 Ordinary Shares of £1 each, 49,998 of which are quarter paid and two of which are fully paid £12,501.50 Borrowings Notes £322,000,000 Total capitalisation and indebtedness £322,012,501.50 All loan capital is secured over the assets of the Issuer. The loan capital of the Issuer is not guaranteed. As of the date of this Offering Circular, the Issuer has no loan capital outstanding or created but unissued, no term loans outstanding and no other borrowings or indebtedness in the nature of borrowings nor any contingent liabilities or guarantees. The current financial period of the Issuer will end on 31 March 2006. Accountants’ Report The following is the text of a report received by the directors of the Issuer from Ernst & Young, the reporting accountants to the Issuer. The financial information contained therein does not comprise the Issuer’s statutory accounts. No statutory accounts have been prepared or delivered to the Registrar of Companies in England and Wales since incorporation. The Issuer’s accounting reference date is 31 March with the first statutory accounts being drawn up to 31 March 2006. 120
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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
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(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 122 and 123: APPENDIX 2 Properties Requiring Mea
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
Page 172 and 173: 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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