LCP Proudreed PLC - Irish Stock Exchange

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PRINCIPAL CHARACTERISTICS OF THE COMMERCIAL MORTGAGE LOANS The following is a brief overview of the principal characteristics of the Commercial Mortgage Loans. This information is subject to and is more fully explained in the other sections of this Offering Circular. Commercial Mortgage Loan Agreement with LCP Real Estate Parties: Principal Amount: Initial loan to value ratio: The Issuer, LCP Real Estate (as Borrower), L.C.P. Commercial Limited (as Parent Obligor) and the Borrower Security Trustee. £274,045,000, which will be used for the purpose of financing the purchase of certain properties from other companies controlled by London and Cambridge Properties Limited as described below. 70 per cent, based on the Valuation Report. Commercial Mortgage Loan Agreement with Proudreed Real Estate Parties: Principal Amount: Initial loan to value ratio: The Issuer, Proudreed Real Estate (as Borrower), Proudreed Limited (as Parent Obligor) and the Borrower Security Trustee. £47,955,000, which will be used for the purpose of financing the purchase of certain properties from Proudreed Limited as described below. 70 per cent, based on the Valuation Report. Common Terms for both Commercial Mortgage Loan Agreements Interest Rate: Loan Interest Periods and Loan Interest Payment Dates: The Issuer Cost of Funds, calculated as the weighted average interest rate payable on the Notes that funded the relevant Commercial Mortgage Loan after taking into account the hedging arrangements put in place by the Issuer under the Hedging Agreements. Interest will be paid quarterly on the Loan Interest Payment Dates falling on 25 February, 25 May, 25 August and 25 November of each year (or if not a Business Day, the next succeeding Business Day unless such day falls in the next month, in which case it shall be the preceding Business Day). Each Loan Interest Period will commence on (and include) a Loan Interest Payment Date and end on (but exclude) the following Loan Interest Payment Date except that the first Loan Interest Period shall commence on (and include) the Closing Date and end on (but exclude) the Loan Interest Payment Date falling in February 2006 and the final Loan Interest Period shall commence on (and include) the Loan Interest Payment Date falling in May 2014 and end on (but exclude) the Final Repayment Date. Final Repayment Date: Loan Interest Payment Date falling in August 2014 Voluntary Prepayment: Each Borrower is entitled to prepay its Commercial Mortgage Loan in whole or in part on any Loan 3
Mandatory Prepayment: Financial covenants: LTV Ratio: Interest Payment Date upon giving not less than 45 days prior written notice to the Issuer. Amounts prepaid may not be redrawn. Each Borrower must prepay its Commercial Mortgage Loan on the next Loan Interest Payment Date in the circumstances described in ‘‘Summary of the Principal Documents – The Commercial Mortgage Loan Agreements – Prepayment of the Commercial Mortgage Loans’’. Each Borrower has undertaken to ensure that the ratio of net rental income to interest charges (both for an historic calculation period of 12 months and a projected calculation period of three months) is not less than 1.2:1. If the ratio of net rental income to interest charges falls below 1.3:1 in respect of any such period, the monies not required to pay interest and other prior ranking expenses of the relevant Borrower will no longer be distributed to the Borrower but will instead be held in the Cash Trap Account, from which such monies will be applied in mandatory prepayment if such ratio remains below 1.3:1 for four consecutive quarters or more until both the Historical ICR and the Projected ICR are equal to or above 1.3:1 for more than two consecutive quarters. If both the Historical ICR and the Projected ICR are equal to or above 1.5:1 for more than four consecutive quarters, all amounts then credited to the Cash Trap Account will be paid into the Borrower Transaction Account and applied in accordance with the relevant Obligor Priority of Payments. For further details of the financial covenants and the operation of the Cash Trap Account, please see the sections entitled ‘‘Summary of Principal Documents – Commercial Mortgage Loan Agreements – Financial Covenants’’ and ‘‘Resources available to the Borrowers and the Issuer – Borrower Accounts – Cash Trap Account’’ below. These financial covenants may be satisfied by, inter alia, acquiring additional properties or substituting existing properties provided the requisite criteria are satisfied, a satisfactory security package is put in place and the above ratio, as recalculated to reflect the additional or substitute property, would be 1.2:1 or above. Each Borrower has undertaken to ensure that, during the LTV Reference Period, the LTV Ratio in respect of its Commercial Mortgage Loan is not greater than 70 per cent. The LTV Ratio will be tested on behalf of each Borrower on the Loan Calculation Date falling in November 2012 and each Loan Calculation Date thereafter until the Final Repayment Date on the basis of the aggregate Market Value of the Secured Properties comprised within the relevant Borrower’s Property Portfolio as at such date as determined in the most recent Valuation Reports. Failure by a Borrower to maintain an LTV Ratio at or below 4
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 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
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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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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
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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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