LCP Proudreed PLC - Irish Stock Exchange

LCP Proudreed PLC
incorporated with limited liability in England and Wales
(registered number 5528295) (the ‘‘Issuer’’)
£243,800,000 Class A Secured Floating Rate Notes due 2016, issue price: 100%
£32,200,000 Class B Secured Floating Rate Notes due 2016, issue price: 100%
£36,800,000 Class C Secured Floating Rate Notes due 2016, issue price: 100%
£9,200,000 Class D Secured Floating Rate Notes due 2016, issue price: 100%
This document constitutes a ‘‘prospectus’’ for the purposes of Directive 2003/71/EC. Application has been made to the Irish Financial
Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for this prospectus to be approved. Application has
been made to the Irish Stock Exchange Limited (the ‘‘Irish Stock Exchange’’) for the £243,800,000 Class A Secured Floating Rate Notes
due 2016 (the ‘‘Class A Notes’’), the £32,200,000 Class B Secured Floating Rate Notes due 2016 (the ‘‘Class B Notes’’), the £36,800,000 Class
C Secured Floating Rate Notes due 2016 (the ‘‘Class C Notes’’) and the £9,200,000 Class D Secured Floating Rate Notes due 2016 (the
‘‘Class D Notes’’, and, together with the Class A Notes, the Class B Notes and the Class C Notes, the ‘‘Notes’’) to be admitted to the official
list. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or
other regulated markets for the purposes of Directive 93/22/EC or which are to be offered to the public in any member state of the
European Economic Area. The Notes are expected to be issued on or about 25 October 2005 (or such later date as may be agreed by the
Issuer, the Joint Lead Managers (as defined below), the Note Trustee (as defined below) and the Principal Paying Agent (as defined below))
(the ‘‘Closing Date’’).
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’),
and are subject to United States tax law requirements. The Notes are being offered outside the United States by HSBC Bank plc and
Société Générale, London Branch (in their capacities as joint lead managers, the ‘‘Joint Lead Managers’’) in accordance with Regulation
S under the Securities Act (‘‘Regulation S’’) and may not be offered, sold or delivered within the United States or to, or for the benefit
of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Each class of Notes will initially be represented by a temporary global note in bearer form (each, a ‘‘Temporary Global Note’’), without
interest coupons (‘‘Coupons’’) or talons for further Coupons (‘‘Talons’’), which will be deposited with a common depositary (the ‘‘Common
Depositary’’) for Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, société anonyme
(‘‘Clearstream, Luxembourg’’) on the ‘‘Closing Date’’. Interests in each Temporary Global Note will be exchangeable not earlier than 40
days after the Closing Date (and upon certification of non US beneficial ownership) for interests in a permanent global note representing
each class of Notes (each, a ‘‘Permanent Global Note’’ and together with each Temporary Global Note, the ‘‘Global Notes’’), each in bearer
form, without Coupons, Receipts or Talons, which will also be deposited with the Common Depositary. Save in certain limited
circumstances, Notes in definitive form will not be issued in exchange for the Global Notes.
Interest on the Notes is payable by reference to successive interest periods (each an ‘‘Interest Period’’). Interest will be payable quarterly
in arrear in sterling on 25 February, 25 May, 25 August and 25 November (each, an ‘‘Interest Payment Date’’) in each year (subject to
adjustment as specified herein for non business days and business days which fall into the next calendar month) commencing on the Interest
Payment Date falling on 25 February 2006. The first Interest Period will commence on (and include) the Closing Date and end on (but
exclude) 25 February 2006.
Each successive Interest Period will commence on (and include) 25 February, 25 May, 25 August and 25 November and end on (but
exclude) 25 May, 25 February, 25 August and 25 November respectively. The Class A Notes will bear interest at a rate equal to LIBOR
for three month sterling deposits from time to time plus 0.26% per annum, the Class B Notes will bear interest at a rate equal to LIBOR
for three month sterling deposits from time to time plus 0.35% per annum, the Class C Notes will bear interest at a rate equal to LIBOR
for three month sterling deposits from time to time plus 0.60% per annum and the Class D Notes will bear interest at a rate equal to LIBOR
for three month sterling deposits from time to time plus 0.85% per annum, in each case as further described below and as set out in
Condition 5(c) of the terms and conditions of the Notes (the ‘‘Conditions’’) as more fully set out in the section entitled ‘‘Terms and
Conditions of the Notes’’ on page 136 below. In the case of the first Interest Period only, each Class of Notes will bear interest at the
equivalent rate for four month sterling deposits plus the margin applicable to the relevant Class of Notes as described above.
The Notes will mature on the Interest Payment Date falling on 25 August 2016 unless previously redeemed. The Notes will be subject to
mandatory redemption and/or optional redemption in whole or in part before such date in the circumstances, and subject to the conditions,
described in the Conditions.
If any withholding or deduction for or on account of tax is applicable to the Notes, payment of interest on, and principal and premium (if
any) of, the Notes will be made subject to any such withholding or deduction without the Issuer being obliged to pay any additional or
further amounts as a consequence.
The Notes will be obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person or entity. It
should be noted in particular, that the Notes will not be obligations of, and will not be guaranteed by, the Note Trustee, the Issuer Security
Trustee, the Borrower Security Trustee, the Joint Lead Managers, the Account Bank, the Cash Manager, the Agent Bank, the Paying
Agents, the Hedging Providers, the Liquidity Facility Provider, the Property Manager, the Issuer Corporate Services Provider, LCP Real
Estate or Proudreed Real Estate (together, ‘‘Borrowers’’), the Parent Obligors, the LCP Covenantors or the Proudreed Covenantor or any
of their respective affiliates but the proceeds of the issue of the Notes will be on-lent to the Borrowers and secured over all of the assets
and undertakings of the Borrowers and shares in the Borrowers held by their parent holding companies, in each case as more particularly
described below.
It is expected that the Class A Notes will, when issued, be assigned an AAA rating by Fitch Ratings Ltd, (‘‘Fitch’’) and an AAA rating
by Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (‘‘S&P’’, and together with Fitch, the ‘‘Rating Agencies’’). It is
expected that the Class B Notes will, when issued, be assigned an AA rating by Fitch and an AA rating by S&P. It is expected that the Class
C Notes will, when issued, be assigned an A rating by Fitch and an A rating by S&P. It is expected that the Class D Notes will, when issued,
be assigned a BBB rating by Fitch and a BBB+ rating by S&P. A credit rating, however, is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section
entitled, ‘‘Risk Factors’’ on page 33 below.
HSBC
SG CORPORATE & INVESTMENT BANKING
19 October 2005