KPMG - IERE

The Bank Facility also provides for a facility agent fee. The Company has indemnified the
finance parties in certain circumstances (such as an event of default by a borrower).
8.9 The Existing Shareholders Agreement dated 24 November 2006 between the Existing
Shareholders and the Company whereby the Existing Shareholders agree to subscribe for Shares
to satisfy the repayment amount payable under the Shareholder Loans entered into prior to
Admission at a premium to the prevailing net asset value per Share. Such issue of shares will
operate as a reimbursement of 80 per cent. of the acquisition expenses which they have funded
since 30 September 2006 in respect of properties acquired prior to Admission and of the benefit
from the increase between the agreed purchase price of the properties which the Group is
Committed to Acquire and which are expected to be acquired after Admission, and their Market
Value as at 30 September 2006 and termination of the Shareholder Loans.
9. CREST and Depositary Interests
9.1 It is proposed that with effect from Admission, Shares may be delivered, held and settled in
CREST by means of Depositary Interests representing such Shares. Pursuant to a method
proposed by CRESTCo under which transactions in non-UK securities may be settled through
the CREST system, the Depositary will issue Depositary Interests representing entitlements to
Shares. The Depositary Interests will be independent securities which may be held and
transferred through the CREST system.
9.2 The Depositary Interests will be created pursuant to, and issued on, the terms of a deed poll
executed by the Depositary in favour of the holders of the Depositary Interests from time to
time (the ‘‘Deed Poll’’). Prospective holders of Depositary Interests should note that they will
have no rights against CRESTCo or any of its subsidiaries in respect of the underlying Shares
or the Depositary Interests representing them and will be bound by the terms of the Deed Poll.
A summary of the principal terms in the Deed Poll is set out in paragraph 9.6 below.
9.3 Shares will be transferred to an account of the Depositary and the Depositary will issue
Depositary Interests to participating members.
9.4 Each Depositary Interest will be treated as one Share for the purpose of determining, for
example, eligibility for dividends.
9.5 The Depositary Interests will have the same ISIN as the underlying Shares and will not require
a separate listing on the Official List or separate dealings on the London Stock Exchange.
9.6 In summary, the Deed Poll contains, among others, provisions to the following effect, which are
binding upon Depositary Interest holders:
9.6.1 holders of Depositary Interests warrant, among others things, that Shares transferred or
issued to the Depositary are free and clear of all liens, charges, encumbrances or third
party interests and that such transfers or issues are not in contravention of the Company’s
constitutional documents or any contractual obligation, law or regulation, Depositary
Interest holders will indemnify the Depositary and keep it indemnified from and against
any liability which it may suffer by reason of any breach of any such warranty. The
Depositary will pass on to holders of Depositary Interests any stock or cash benefits
received by it as holder of Shares on trust for such Depositary Interest holders. Depositary
Interest holders will also be able to receive notices of meetings of holders of Shares and
other notices issued by the Company to its shareholders.
9.6.2 The Depositary shall pass on to Depositary Interest holders and, so far as it is reasonably
able, exercise on behalf of Depositary Interest holders, all rights and entitlements received
or to which they receive are entitled in respect of the underlying Shares which are capable
of being passed on or exercised. Rights and entitlements to cash distributions, to
information, to make choices and elections and to call for, attend and vote at meetings
shall, subject to the Deed Poll, be passed on in the form in which they are received
together with amendments and additional documentation necessary to effect such passingon,
or, as the case may be, exercised in accordance with the Deed Poll.
9.6.3 The Depositary will be entitled to cancel Depositary Interests and withdraw the underlying
Shares in certain circumstances, including where a Depositary Interest holder has failed to
perform any obligation under the Deed Poll or any other agreement or instrument with
respect to the Depositary Interests.
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