LCP Proudreed PLC - Irish Stock Exchange

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Name Business Address Other Principal Activities A. Tomazos L.C.P. House The Pensnett Estate Kingswinford West Midlands DY6 7NA E.A. Tomazos L.C.P. House The Pensnett Estate Kingswinford West Midlands DY6 7NA C.W. Tranter L.C.P. House The Pensnett Estate Kingswinford West Midlands DY6 7NA Director of London & Cambridge Properties Limited and L.C.P. Commercial Limited Director of London & Cambridge Properties Limited and L.C.P. Commercial Limited None The company secretary of LCP Real Estate is S.J. Massey whose business address is at L.C.P. House, The Pensnett Estate, Kingswinford, West Midlands DY6 7NA. LCP Real Estate has no employees. There are no potential conflicts of interest between any duties of the directors to LCP Real Estate and the directors’ private interests or other duties. Capitalisation and Indebtedness Statement It is estimated that the capitalisation of LCP Real Estate on or about the Closing Date will be as follows: Share Capital: Authorised: 100 ordinary shares of £1 each £100 Issued: 100 ordinary shares of £1 each, all of which are fully paid up £100 Loan Capital: Commercial Mortgage Loan (to be advanced on or about the Closing Date) £274,045,000 Subordinated loan provided by L.C.P. Management Limited £117,475,000 Total capitalisation and indebtedness: £391,520,100 Save for the foregoing, at the date of this Offering Circular, LCP Real Estate has no borrowings or indebtedness in the nature of borrowings (including loan capital issued, or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. All loan capital is secured over the assets of LCP Real Estate. The loan capital of LCP Real Estate is not guaranteed. Auditors’ Report The following is the text of a report received by the directors of LCP Real Estate from Rothman Pantall & Co., the registered auditors of LCP Real Estate. The financial information contained therein does not comprise the LCP Real Estate’s statutory accounts. No statutory accounts have been prepared or delivered to the Registrar of Companies in England and Wales since incorporation. LCP Real Estate’s accounting reference date is 31 March with the first statutory accounts being drawn up to 31 March 2006. 125
Independent Auditors’ Report to the Members of LCP Real Estate Limited We have audited the non-statutory financial statements of LCP Real Estate Limited (the ‘‘Company’’) for the period ended 19 October 2005 which comprise the balance sheet and the related notes 1 to 5. These non-statutory financial statements have been prepared on the basis of accounting policies set out therein for inclusion in the Offering Circular dated 19 October 2005 of LCP Proudreed PLC (the ‘‘Offering Circular’’). This report is made solely to the Company’s members as a body, in accordance with their instructions. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ 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 Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The Company’s directors are responsible for the preparation of the non-statutory financial statements in accordance with applicable accounting standards. Our responsibility is to audit the non-statutory financial statements in accordance with relevant UK Auditing Standards. We report to you our opinion as to whether the non-statutory financial statements give a true and fair view. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the company’s circumstances, consistently applies and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the non-statutory financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. Opinion In our opinion, the non-statutory financial statements give, for the purposes of the Offering Circular, a true and fair view of the state of affairs of the Company as at 19 October 2005. Rothman Pantall & Co. Registered Auditors Havant Balance Sheet As at 19 October 2005 Notes FIXED ASSETS 2 £391,520,000 CURRENT ASSETS Investments £100 £391,520,100 LIABILITIES DUE AFTER MORE THAN ONE YEAR 3 (£391,520,000) £100 CAPITAL AND RESERVES Share Capital 4 £100 TOTAL CAPITAL AND RESERVES £100 Approved by the board of directors and signed on its behalf by: S J Massey, Director: Date: 126
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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)
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(vi) in the case of Same-Day Substi
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of the Approved Valuer) structural
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(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 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 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
Page 174 and 175: Separate meetings of different Clas
Page 176 and 177: Removal and Replacement of Note Tru
Page 178 and 179: 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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