LCP Proudreed PLC - Irish Stock Exchange

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(b) the Valuation Reports; (c) the Financial Reports of Ernst & Young; (d) the Financial Reports of Rothman Pantall; (e) the Note Trust Deed; and (f) the Agency Agreement. 12. There are no restrictions on the Joint Lead Managers, inter alios, acquiring Notes and/or providing investment advice and/or financing to or for third parties. Consequently conflicts of interest may exist or may arise as a result of the Joint Lead Managers having different roles in this transaction and/or carrying out transactions for third parties. 13. A copy of this Offering Circular will be delivered to the Registrar of Companies in Ireland. 14. The total expenses relating to the admission to trading of the Notes are estimated at £1,393,000. 181
SCHEDULE OF DEFINED TERMS The following terms apply throughout this Offering Circular unless the context otherwise requires. 1995 Act means the Landlord and Tenant (Covenants) Act 1995; Account Bank means, as at the Closing Date, HSBC Bank plc acting through its office at 8 Canada Square, London, E14 5HQ; Account Bank and Cash Management Agreement means (1) the account bank and cash management agreement dated on or about the Closing Date between <strong>LCP</strong> Real Estate, the Cash Manager, the Account Bank and the Borrower Security Trustee, and/or (2) the account bank and cash management agreement dated on or about the Closing Date between <strong>Proudreed</strong> Real Estate, the Cash Manager, the Account Bank and the Borrower Security Trustee, and/or (3) the account bank and cash management agreement dated on or about the Closing Date between the Issuer, the Cash Manager, the Account Bank and the Issuer Security Trustee, or all of them as the context requires; Accountholder means each Borrower and the Issuer; Accounting Standards Board means the Accounting Standards Board of the United Kingdom or such replacement body as is from time to time recognised under the Companies Act 1985 for the purpose of issuing accounting standards; Accounts means the Borrower Accounts or the Issuer Accounts or both, as the context requires; Acquisition Consideration means the consideration payable in respect of an Additional Secured Property, excluding all associated costs, taxes (including VAT) and expenses incurred by the relevant Borrower; Additional Loan means a Further Loan and/or a New Loan; Additional Notes means any Further Notes and/or any New Notes; Additional Secured Property means any new freehold or long leasehold property within one or more of the retail, industrial and office sectors located in England, Wales or Scotland which the Borrowers may acquire from time to time using monies credited to the Disposal Proceeds Account and/or other sums available to the Borrowers and which can be used for such purpose or any combination thereof and which, in any such case, complies with the criteria set out in the relevant Commercial Mortgage Loan Agreement and which has not been subsequently disposed of in accordance with the relevant Commercial Mortgage Loan Agreement; Adjusted Principal Amount Outstanding means, on any date in relation to a Note, the Principal Amount Outstanding of that Note after deducting the Principal Losses allocated to that Note in accordance with Condition 6(e) on or prior to that date; Administrator means any person (being a licensed insolvency practitioner), who is appointed by the Issuer Security Trustee (whether out of court or otherwise) to act jointly, or jointly and severally, as an administrator of the Issuer or of all or any part of the Issuer Charged Property; Advance means the aggregate principal amount of all Liquidity Drawings and any Liquidity Facility Standby Drawings for the time being outstanding; Agency Agreement means an agency agreement dated on or about the Closing Date and made between, inter alios, the Issuer, the Issuer Security Trustee and the Agents pursuant to which provision is made for, inter alia, the payment of interest and repayment of principal in respect of the Notes; Agent Bank means, as at the Closing Date, HSBC Bank plc, acting through its office at 8 Canada Square, London, E14 5HQ; Agents means the Paying Agents and the Agent Bank or, where the context requires, any of them; Agreed Form of Certificate of Title means the City of London Law Society Land Law Sub-Committee Long Form Certificate of Title (5 th Edition or any subsequent updated edition); Agreed Form of Security means: (a) in the case of real estate situated in England and Wales, a first-ranking charge by way of a legal mortgage; (b) in the case of property situated outside England and Wales, such other form of security as may be agreed from time to time between the Borrowers and the Borrower Security Trustee as being equivalent in all material respects to a first-ranking charge by way of a legal mortgage over property situated in England and Wales; 182
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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
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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
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
Page 180 and 181: FORM OF THE NOTES General The Notes
Page 182 and 183: purposes as realising profits, gain
Page 184 and 185: In addition, until 40 days after th
Page 188 and 189: (c) in the case of shares, such for
Page 190 and 191: Class A Notes means the Original Cl
Page 192 and 193: Environment means all or any of the
Page 194 and 195: Further Class C Notes has the meani
Page 196 and 197: (ii) any fees and expenses payable
Page 198 and 199: Investor Presentation Materials mea
Page 200 and 201: to prime banks in the London inter-
Page 202 and 203: provided that, in determining wheth
Page 204 and 205: Obligor Transaction Documents means
Page 206 and 207: provided that for each of the follo
Page 208 and 209: Preliminary Offering Circular means
Page 210 and 211: Period, the Reference Amount will b
Page 212 and 213: Tax Deeds of Covenant means the two
Page 215: Capital Printing Systems (UK) Limit
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LCP Proudreed PLC - Irish Stock Exchange

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