LCP Proudreed PLC - Irish Stock Exchange

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SPV Management Limited’s appointment may be terminated by the Issuer in the event of a material breach by the Issuer Corporate Services Provider or if the Issuer Corporate Services Provider enters into Insolvency Proceedings. Any termination of such appointment shall not take effect until a successor has been appointed in accordance with the Issuer Corporate Services Agreement. The Post Enforcement Call Option Holder L&C Proudreed Holdings Limited, a private limited company incorporated in England and Wales with limited liability. The issued share capital of the Post-Enforcement Call Option Holder is owned by the Share Trustee pursuant to a charitable declaration of trust (the ‘‘Share Declaration of Trust’’). The Share Trustee SPV Management Limited (in such capacity, the ‘‘Share Trustee’’) will hold the entire issued share capital of the Post-Enforcement Call Option Holder on trust for charitable purposes, pursuant to the Share Declaration of Trust. 11
KEY CHARACTERISTICS OF THE PROPERTY PORTFOLIOS Overview LCP Real Estate The Property Portfolio of LCP Real Estate comprises 110 properties located in England and Wales. The Property Portfolio has a net internal area of approximately 4,639,282 sq ft. The properties making up the LCP Real Estate Property Portfolio have been valued at £391,520,000 by King Sturge as at 15 June 2005. The Market Value, together with a description of the methodologies used to derive the values, is set out in the Valuation Report contained in the section entitled ‘‘Valuation Report’’ below. For further details as to the risks associated with valuations, please see the section entitled ‘‘Risk Factors – reliance on valuation’’ below. There are approximately 777 individual tenancy agreements within the LCP Real Estate Property Portfolio, and the total rent per annum, as at 31 May 2005, was £28,766,013. The majority of the Occupational Leases are in an institutional form and provide for the tenant to be responsible for internal repair and to contribute to external repair, insurance and management of the subject property through a service charge. The top ten tenants in terms of rental income as at 31 May 2005 accounted for approximately 25.8 per cent. of the total rental income of the Property Portfolio. Approximately 28 units or properties comprising approximately 92,646 sq ft were vacant as at 31 May 2005. Proudreed Real Estate The Property Portfolio of Proudreed Real Estate comprises nine properties located in England and Wales. The Property Portfolio has a net internal area of approximately 585,462 sq ft. The properties making up the Proudreed Real Estate Property Portfolio have been valued at 68,535,000 by King Sturge as at 15 June 2005. There are approximately 116 individual tenancy agreements within the Proudreed Real Estate Property Portfolio, and the total rent per annum, as at 31 May 2005, was £4,356,223. The majority of the Occupational Leases are in an institutional form and provide for the tenant to be responsible for internal repair and/or to contribute to external repair, insurance and management of the subject property through a service charge. The top ten tenants in terms of rental income as at 31 May 2005 accounted for approximately 68.2 per cent. of the total rental income of the Property Portfolio. Approximately four units or properties comprising approximately 20,285 sq ft were vacant as at 31 May 2005. Certificates of Title A Certificate of Title in respect of each property in the Property Portfolios has been given by either The Simkins Partnership or Lawrence Graham. The Certificates of Title address the quality of title of each property in the Property Portfolios and have been issued on the basis of The Simkins Partnership’s or Lawrence Graham’s review of the title documents supplied by the relevant Borrower and customary conveyancing searches and enquiries. Other than five of the Secured Properties (situated at Pipps Hill Industrial Estate, Basildon, Enterprise City, Spennymoor and Adwest Central, Eastern and Western Sites, Reading) which are the subject of a long form report covering similar ground, the Certificates of Title are based on the City of London Law Society Land Law Sub-Committee long form certificate of title, with slight amendment, which is a recognised standard form document used in the legal profession. The Certificates of Title do not include a review of all the Occupational Leases, but instead review a sample representing approximately 55 per cent. (in the case of LCP Real Estate) and 77 per cent. (in the case of Proudreed Real Estate), in each case of total gross income from the properties comprised within the Property Portfolio. Lawrence Graham have prepared an Overview Report of material issues in respect of the Certificates of Title that they prepared. Linklaters have prepared an Overview Report of material issues in respect of the Certificates of Title that The Simkins Partnership prepared. None of the Joint Lead Managers, the Borrower Security Trustee or the Note Trustee will review the Certificates of Title but will instead rely upon the above-mentioned Overview Reports. 12
Page 1: LCP Proudreed PLC incorporated with
Page 4 and 5: The Issuer accepts responsibility f
Page 6 and 7: CONTENTS SECTION PAGE PRINCIPAL CHA
Page 8 and 9: PRINCIPAL CHARACTERISTICS OF THE CO
Page 10 and 11: Security: Insurance: Valuation: 70
Page 12 and 13: TRANSACTION OVERVIEW The informatio
Page 14 and 15: TRANSACTION PARTIES The Issuer LCP
Page 18 and 19: Statistical Analysis Unless stated
Page 20 and 21: Property Name Property Address Type
Page 22 and 23: Property Number 2 Property Name Arc
Page 24 and 25: Property Number 6 Property Name Adw
Page 26 and 27: Property Number 10 Property Name Sh
Page 28 and 29: 7. Property Size The figures cited
Page 30 and 31: Property Number 2 Property Name Alp
Page 32 and 33: 3. Tenant Concentration (Top 10 Ten
Page 34 and 35: 8. Sectoral Weightings: (Industrial
Page 36 and 37: Interest Payment Date falling in Fe
Page 38 and 39: RISK FACTORS The following is a sum
Page 40 and 41: available to be applied by the Issu
Page 42 and 43: maturity of the Notes, enforcement
Page 44 and 45: emoval, rebuilding, reinstating and
Page 46 and 47: assurance that a Borrower will exer
Page 48 and 49: 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
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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
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(D) details of any steps being take
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(iii) to provide collateral to secu
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in the prepayment of the Commercial
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a view to achieving a reasonable re
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Where amounts are to be provided fo
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(a) first, in or towards satisfacti
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(d) fourth, in or towards satisfact
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5. The Hedging Agreements For a fur
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VALUATION REPORTS London & Cambridg
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4.0 VALUATION ASSUMPTIONS 4.1 SOURC
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APPENDIX 1 Ref No Property Descript
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Ref No Property Description & Tenur
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APPENDIX 2 Properties Requiring Mea
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295 SWINTON, Swinton Hall Industria
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issued by the Royal Institution of
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previously seen environmental repor
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APPENDIX 2 Properties Requiring Mea
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Directors and Secretary The directo
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Accountants Report to the Members o
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THE BORROWERS L.C.P. Real Estate Li
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Name Business Address Other Princip
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The accompanying notes are an integ
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Proudreed Real Estate Limited Intro
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Independent Auditors’ Report to t
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5. Reconciliation of Shareholders
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THE HEDGING PROVIDERS AND THE LIQUI
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1. DEFINITIONS AND PRINCIPLES OF CO
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‘‘Definitive Note’’ means i
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(ii) the making of an administratio
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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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LCP Proudreed PLC - Irish Stock Exchange

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