LCP Proudreed PLC - Irish Stock Exchange

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8. Sectoral Weightings: (Industrial Warehouse, Retail, Office, etc) The figures cited as percentages in the following table are rounded either up or down as relevant to the nearest tenth of a decimal. As a result, the total may not equal 100 per cent. Sector Number of Properties Property Value (GBP) % by Aggregate Property Value Lettable Area (aggregate sq ft) Passing Rent (GBP per sq ft) Passing Rent (GBP) Total Vacant Area (sq ft) Warehouse/ Distribution 1 1,340,000 2.0% 30,114 4.0 120,000 — Office 1 13,000,000 19.0% 82,554 11.7 965,516 15,386 Industrial/ Warehouse 3 13,330,000 19.4% 156,141 6.1 946,753 4,900 Retail 3 36,225,000 52.9% 127,640 15.1 1,926,286 — Industrial 1 4,640,000 6.8% 189,013 2.1 397,668 — Total 9 68,535,000 100% 585,462 7.4 4,356,223 20,286 29
PRINCIPAL FEATURES OF THE NOTES Below is a summary of the key features of the Notes. The information in this section does not purport to be complete and is qualified in its entirety by reference to the provisions of the Note Trust Deed, the Conditions of the Notes and the Issuer Deed of Charge. The Notes The Notes will be issued in accordance with the terms of the Note Trust Deed and will be direct, secured and unconditional obligations of the Issuer. Status, Form and Denomination As between the Notes, the Class A Notes will rank in priority to the Class B Notes, and the Class B Notes will rank in priority to the Class C Notes, and the Class C Notes will rank in priority to the Class D Notes, in point of security and as to payment of both interest and principal in accordance with the applicable Issuer Priority of Payments. The Notes of each Class will rank pari passu and rateably among themselves without any preference or priority. The Notes will not be obligations or responsibilities of, or guaranteed by, any person or entity other than the Issuer. In particular, the Notes will not be obligations or responsibilities of, or 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 Issuer Corporate Services Provider, the Property Manager, the Borrowers, the Parent Obligors, the LCP Covenantors, the Proudreed Covenantor or any of their respective affiliates. However, the Notes will be backed by the Commercial Mortgage Loan Agreements with the Borrowers (which will benefit from the security granted in favour of, inter alios, the Issuer by the Borrowers pursuant to relevant Borrower Deed of Charge). The Noteholders will be entitled to receive payments of interest on their Notes on each Interest Payment Date, and will be entitled to receive repayment of principal on the Final Maturity Date. Such entitlement will be subordinated to any liabilities ranking in priority to the relevant series of Notes including, inter alia, any and all amounts payable on the relevant Interest Payment Date to the Hedging Providers and the Liquidity Facility Provider (other than the Hedging Subordinated Amounts and the Liquidity Subordinated Amounts), and to the Issuer Security Trustee, the Note Trustee, the Agents, the Cash Manager and the Account Bank. The Notes will be secured pursuant to the Issuer Deed of Charge. For a more detailed description of the provisions of the Issuer Deed of Charge, including the priority of payments both prior and subsequent to the enforcement of security thereunder, see further the section entitled ‘‘Resources Available to the Borrowers and the Issuer – Available Funds and their Priority of Application’’ below. The Note Trust Deed will contain provisions requiring the Note Trustee to have regard to the interests of the Noteholders. For further details as to Noteholder meetings, modifications, waivers and consents by the Issuer Security Trustee and the Note Trustee, see further the sections entitled ‘‘Terms and Conditions of the Notes’’, ‘‘Summary of Principal Documents’’ and ‘‘Risk Factors’’ below. The Noteholders may replace the Note Trustee by an Extraordinary Resolution of all of the Noteholders (as long as there is a Note Trustee in place in relation to the Notes after such removal). The Notes and each individual Note, should definitive Notes be issued, will be in the denomination of £100,000, will initially be represented by separate Temporary Global Notes in bearer form, one for each Class of Note. Interests in the Temporary Global Notes will, upon certification as to non-US beneficial ownership, be exchangeable subject as provided under ‘‘Terms and Conditions of the Notes’’ below, for interests in the Permanent Global Notes on the Exchange Date. The Permanent Global Notes will not be exchangeable for definitive Notes save in certain limited circumstances (as to which see further ‘‘Form of the Notes’’) below. Interest Interest on the Notes is payable by reference to successive Interest Periods. Interest will be payable quarterly in arrear on each Interest Payment Date. Each Interest Period will commence on (and include) an Interest Payment Date and end on (but exclude) the immediately succeeding Interest Payment Date. The first Interest Period will commence on (and include) the Closing Date and end on (but exclude) the 30
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 16 and 17: SPV Management Limited’s appointm
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 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
Page 66 and 67: substantially as it has been conduc
Page 68 and 69: A breach of a Financial Covenant ma
Page 70 and 71: • not to carry out and/or agree t
Page 72 and 73: (f) (g) (h) (i) (j) (k) (l) (m) (n)
Page 74 and 75: (vi) in the case of Same-Day Substi
Page 76 and 77: of the Approved Valuer) structural
Page 78 and 79: (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
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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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Page 112 and 113:
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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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