LCP Proudreed PLC - Irish Stock Exchange

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The Issuer accepts responsibility for the information contained in this Offering Circular (other than the information referred to below). To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information (other than the LCP Information, Proudreed Information, HSBC Information, Société Générale Information, King Sturge Information and the Ernst & Young Information (as defined below)) contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer accepts responsibility accordingly. The Issuer has the benefit of warranties from each of the Borrowers and (to a limited extent) their Parent Obligors for the information contained in this Offering Circular. L.C.P. Real Estate Limited accepts responsibility for the information contained in pages 13-23, 123-125 and paragraph 8 page 180 (together the ‘‘LCP Information’’). To the best of the knowledge and belief of L.C.P. Real Estate Limited (having taken all reasonable care to ensure that such is the case), the LCP Information is in accordance with the facts and does not omit anything likely to affect the import of the LCP Information. L.C.P. Real Estate Limited accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. Proudreed Real Estate Limited accepts responsibility for the information contained in pages 24-29, 129-130 and paragraph 8 page 180 (together the ‘‘Proudreed Information’’). To the best of the knowledge and belief of Proudreed Real Estate Limited (having taken all reasonable care to ensure that such is the case), the Proudreed Information is in accordance with the facts and does not omit anything likely to affect the import of the Proudreed Information. Proudreed Real Estate Limited accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. HSBC Bank plc accepts responsibility for the information contained in paragraphs 1 to 6 on page 135 (together the ‘‘HSBC Information’’). To the best of the knowledge and belief of HSBC Bank plc (having taken all reasonable care to ensure that such is the case), the HSBC Information is in accordance with the facts and does not omit anything likely to affect the import of the HSBC Information. HSBC Bank plc accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. Société Générale accepts responsibility for the information contained in paragraphs 7 to 12 page 135 (together the ‘‘Société Générale Information’’). To the best of the knowledge and belief of Société Générale (having taken all reasonable care to ensure that such is the case), the Société Générale Information is in accordance with the facts and does not omit anything likely to affect the import of the Société Générale Information. Société Générale accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. King Sturge accepts responsibility for the information contained in the Valuation Reports (pages 95-117) and paragraphs 2 and 6 on page 12 (together the ‘‘King Sturge Information’’). To the best of the knowledge and belief of King Sturge (having taken all reasonable care to ensure that such is the case), the King Sturge Information is in accordance with the facts and does not omit anything likely to affect the import of the King Sturge Information. King Sturge accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. Ernst & Young accepts responsibility for the information contained in the financial report on pages 121-122 (together the ‘‘Ernst & Young Information’’). To the best of the knowledge and belief of Ernst & Young (having taken all reasonable care to ensure that such is the case), the Ernst & Young Information is in accordance with the facts and does not omit anything likely to affect the import of the Ernst & Young Information. Ernst & Young accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. Rothman Pantall & Co. accepts responsibility for the information contained in the financial reports on pages 126-128 and on pages 131-133 (together the ‘‘Rothman Pantall & Co. Information’’). To the best of the knowledge and belief of Rothman Pantall & Co. (having taken all reasonable care to ensure that such is the case), the Rothman Pantall & Co. Information is in accordance with the facts and does not omit anything likely to affect the import of the Rothman Pantall & Co. Information. Rothman Pantall & Co. accepts no responsibility for any other information contained in this Offering Circular and has not separately verified any such other information. No person is, or has been, authorised in connection with the issue and sale of the Notes to give information or to make any representation not contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorised by, or on behalf of, the Note Trustee, the Issuer Security Trustee, the Borrower Security Trustee, the Joint Lead Managers, the Cash i
Manager, the Agent Bank, the Paying Agents, the Account Bank, the Hedging Providers, the Liquidity Facility Provider, the Issuer Corporate Services Provider, LCP Real Estate, the Property Manager, Proudreed Real Estate, the Parent Obligors, the LCP Covenantors or the Proudreed Covenantor or any of their respective affiliates. Neither the delivery of this Offering Circular nor any sale or allotment made in connection with the offering of any of the Notes shall under any circumstances constitute a representation or create any implication that there has been no change in the affairs of the Issuer, any Borrower or its Parent Obligor or in the information contained herein since the date hereof, or that the information contained herein is correct as at any time subsequent to the date hereof. The Notes have not been and will not be registered under the Securities Act, and include Notes in bearer form that are subject to US tax law requirements. The Notes may not be offered, sold or delivered within the United States or to US persons (as defined in Regulation S under the Securities Act (Regulation S)) except in certain transactions permitted by US tax regulations and the Securities Act. For a more complete description of restrictions on offers and sales and applicable US tax law requirements, see ‘‘Subscription and Sale’’ below. Other than the approval of this Offering Circular as a prospectus in accordance with the Listing and Admission to Trading Guidelines for Asset-backed Securities of the Irish Stock Exchange, no action has been, or will be, taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action for that purpose is required. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part hereof) comes are required by the Issuer and the Joint Lead Managers to inform themselves about, and to observe, any such restrictions. For a further description of certain restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see the section entitled, ‘‘Subscription and Sale’’ below. Neither this Offering Circular nor any part hereof constitutes an offer of, or an invitation by, or on behalf of, the Issuer or the Joint Lead Managers to subscribe for or purchase any of the Notes. Neither this Offering Circular, nor any part hereof, may be used in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any part hereof nor any other offering circular, prospectus, form of application, advertisement, other offering material or other information may be issued, distributed or published in any country or jurisdiction (including the United Kingdom), except in circumstances that will result in compliance with all applicable laws, orders, rules and regulations. References in this Offering Circular to ‘‘£’’, ‘‘GBP’’ or ‘‘sterling’’ are to the lawful currency for the time being of the United Kingdom. The contents of this Offering Circular should not be construed as providing legal, business, accounting or tax advice. Each prospective investor should consult its own legal, business, accounting and tax advisers prior to making a decision to invest in the Notes. In connection with the issue and distribution of the Notes, each of HSBC Bank plc and Société Générale, London Branch as a stabilising manager (the ‘‘Stabilising Managers’’) (or any person acting for a Stabilising Manager) may over allot (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Notes) or effect transactions with a view to supporting the market price of the Notes at a higher level than that which might otherwise prevail. However, there is no assurance that the Stabilising Managers (or persons acting on behalf of the Stabilising Managers) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. HSBC Bank plc will act as co-ordinating Stabilising Manager in respect of the issue and distribution of the Notes. Capitalised terms used in this Offering Circular unless otherwise indicated, have the meanings set out in this Offering Circular. A schedule of defined terms used appears at the back of this Offering Circular. Where there is a conflict between the definition of a term in the Conditions and the definition of the same term elsewhere in this Offering Circular, the definitions in the Conditions shall prevail. ii
Page 1: LCP Proudreed PLC incorporated with
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 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
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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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Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
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
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
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(ii) (iii) (iv) (v) that such amoun
Page 162 and 163:
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
Page 168 and 169:
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
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 186 and 187:
(b) the Valuation Reports; (c) the
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
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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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