LCP Proudreed PLC - Irish Stock Exchange

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Proudreed Real Estate Limited Introduction Proudreed Real Estate was incorporated in England and Wales on 8 June 2005 (registered number 5474753) as a private company with limited liability under the Companies Act 1985. The registered office of Proudreed Real Estate is at 16 Carlton Crescent, Southampton, Hampshire SO15 2ES, telephone +44 (0) 2380 332400. The authorised share capital of Proudreed Real Estate is £100, divided into 100 ordinary shares of £1 each, all of which are fully paid up and are held by Proudreed Limited. Principal Activities The principal objects of Proudreed Real Estate are set out in Article 3 of its Memorandum of Association, which provides that the objects of the company include, inter alia: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) purchasing, leasing or otherwise dealing with property and purchasing, exchanging or otherwise dealing in, inter alia, debentures and securities and making advances upon the security of land or house or other property or any interest therein; carrying on all or any business relating to, inter alia, land estate and property development; carrying on any other trade or business of any description which may seem capable of being advantageously carried on in connection with or ancillary to the other objects; purchasing, selling, exchanging, improving, renting, letting on lease, hiring, surrendering, licensing, accepting surrenders of and otherwise acquiring, dealing with and holding any estate or interest in any lands, buildings, easements, rights, privileges, or other property, chattels and effects or any interest or right in relation thereto; erecting, pulling down, repairing, developing, constructing, laying down, enlarging and maintaining or otherwise dealing with, inter alia, any buildings, plant and machinery, and works necessary or convenient for the business and contributing to the performance of any of the above; purchasing or otherwise acquiring the business or assets or any person, firm or company, carrying on any business which Proudreed Real Estate is authorised to carry on or possessed of property suitable to the purpose of Proudreed Real Estate and undertaking any obligations relating to the business or property so purchased or acquired; selling, improving, letting, licencing, developing, managing or otherwise dealing with or disposing of the property and assets for the time being; borrowing, raising or securing the payment of money for the purposes of or in connection with its trade or business, charged upon all or any of its undertaking or property; mortgaging and charging the undertaking and all or any of the real and personal property and assets, present and future, of Proudreed Real Estate; and doing all such other things as are incidental or conducive to the attainment of the above objects or any of them. Proudreed Real Estate has not engaged, since its incorporation, in any activities other than those incidental to its incorporation and registration as a private limited company under the Companies Act 1985, the change of its name, the authorisation of the documents and matters referred to or contemplated in this Offering Circular to which it is or will be a party (including but not limited to the Commercial Mortgage Loan Agreement and the granting of security for repayment of the Commercial Mortgage Loan Agreement) and matters which are incidental or ancillary to the foregoing (including the investment of its initial capital in gilts and/or bank accounts). Other than as described in the foregoing sentence, Proudreed Real Estate has not, since its incorporation, engaged in any activities. 129
Directors and Secretary The directors of Proudreed Real Estate and their respective business addresses and other principal activities are: Name Business Address Other Principal Activities J. A. Fife L.C.P. House The Pensnett Estate Kingswinsford West Midlands DY6 7NA C. MacDonald-Hall L.C.P. House The Pensnett Estate Kingswinsford West Midlands DY6 7NA J. C. Smith 16 Carlton Crescent Southampton Hampshire SO15 2ES Director of L.C.P. Commercial Limited Director of London & Cambridge Properties Limited and L.C.P. Commercial Limited Executive Chairman of AIM Group plc The company secretary of Proudreed Real Estate is Rachel Louise Edwards whose business address is at 16 Carlton Crescent, Southampton, Hampshire SO15 2ES. Proudreed Real Estate has no employees. There are no potential conflicts of interest between any duties of the directors to Proudreed Real Estate and the directors’ private interests or other duties. Capitalisation and Indebtedness Statement It is estimated that the capitalisation of Proudreed 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) £47,955,000 Subordinated loan provided by Proudreed Limited £20,580,000 Total capitalisation and indebtedness: £68,535,100 Save for the foregoing, at the date of this Offering Circular, Proudreed 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 Proudreed Real Estate. The loan capital of Proudreed Real Estate is not guaranteed. Auditors’ Report The following is the text of a report received by the directors of Proudeed Real Estate from Rothman Pantall & Co., the registered auditors of Proudeed Real Estate. The financial information contained therein does not comprise the Proudeed Real Estate’s statutory accounts. No statutory accounts have been prepared or delivered to the Registrar of Companies in England and Wales since incorporation. Proudreed Real Estate’s accounting reference date is 31 December with the first statutory accounts being drawn up to 31 December 2005. 130
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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
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Floating charges held by the Borrow
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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 130 and 131: Name Business Address Other Princip
Page 132 and 133: The accompanying notes are an integ
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
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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
Page 180 and 181: FORM OF THE NOTES General The Notes
Page 182 and 183: 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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