Acquisition of Property

Secure Trust Banking Group PLC 08 August 2003 For Immediate Release 8 August 2003 SECURE TRUST BANKING GROUP PLC Acquisition of Freehold Property KEY POINTS • Acquisition of freehold commercial premises in the City of London for a consideration of £15.7 million. • The property comprises approximately 42,000 sq ft of modern office space in Ropemaker Street, London EC2. • The property is to become the new London base of Secure Trust and its investment banking and private banking activities, respectively Arbuthnot Securities and Arbuthnot Latham. • The acquisition is to be financed through a bank facility of £12.6 million and the balance from the Group's own resources. Henry Angest, Group Chairman & Chief Executive, said: 'The acquisition of new London premises in Ropemaker Street, EC2 enables us to obtain the benefits of bringing the Arbuthnot companies together in one building. I am delighted that we have been able to purchase a freehold property as this provides the Group with much greater control and flexibility as well as long term security over its premises and operations.' ENQUIRIES Secure Trust Banking Group PLC Henry Angest, Chairman and Chief Executive 020 7374 0417 Stephen Lockley, Finance Director 020 7002 4686 Teather & Greenwood Limited Jeff Keating/David Galan 020 7426 9000 Biddicks Katie Tzouliadis/Kathryn Burn 020 7448 1000 SECURE TRUST BANKING GROUP PLC ('Secure Trust' or the 'Company') Acquisition of Freehold Property Certain definitions apply throughout the following announcement and your attention is drawn to the table at the end of this announcement where these definitions are set out in full. The Company is pleased to announce that it has conditionally agreed to acquire the freehold of 19/24 Ropemaker Street, London EC2 for a consideration of approximately £15.7 million. The Acquisition will be financed principally through a bank facility of approximately £12.6 million which is being provided by Barclays with the balance of the Consideration to be funded from the Group's own resources. The Acquisition is subject, inter alia, to the approval of Shareholders which will be sought at an Extraordinary General Meeting to be held at Royex House, Aldermanbury Square, London EC2V 7NU at 11.30 am on 28 August 2003. Background to and reasons for the Acquisition The Group currently operates from three locations in London. (1) Secure Trust, Arbuthnot Latham and Arbuthnot Fund Managers operate from leasehold premises in Royex House, Aldermanbury Square, EC2; (2) Arbuthnot Securities operates from leasehold premises in Lambeth Hill, EC4; and (3) the London operation of Arbuthnot Pensions and Investments operates from leasehold premises in Rosebery Avenue, EC1. From a commercial and operational point of view, it would be preferable to bring these businesses together in one location, which would enable them to interact more effectively and many facilities such as IT services, client meeting rooms and reception areas could be used more efficiently. In addition, it is likely that Secure Trust, Arbuthnot Latham and Arbuthnot Fund Managers will have to move out of Royex House during 2004 and the cost of Arbuthnot Securities remaining in Lambeth Hill beyond the end of 2003 is set to rise substantially. There is currently a large amount of vacant City office space and, as a result, the Board believes that it is a good time to look for new premises. In reviewing the Group's long term objectives, the Board concluded that, if it were available, it would be beneficial for the Group to acquire a freehold property while the City property market is depressed, rather than enter into a long term lease. The acquisition of a freehold at this time fits with the Group's corporate philosophy of taking a long term view and acting in an entrepreneurial manner. The Board believes that the acquisition of a freehold property will enable the Group to avoid the disadvantage of upward only rent reviews, that it will offer the potential to create a capital gain (subject always to fluctuations in the City property market) over the longer term and will allow the Group much greater control over its premises. The Board has now located a building at 19/24 Ropemaker Street, London EC2 which it believes will provide good accommodation and which should serve the Group's needs for the next few years. The Acquisition is being financed by a secured loan of approximately £12.6 million from Barclays and approximately £3.1 million from the Group's existing cash resources. The Acquisition will therefore increase the Group's total assets by some £12.6 million but there will be no change in the Group's net assets. Information on the Property The Property is located on the northern side of the City. The building is adjacent to the tower landmark of City Point, formerly BP's head office building. The building was constructed in 1987 and renovated in 2001 and provides 41,914 sq ft of offices on the basement, ground and six upper floors. The property is freehold and is currently owned by CIS and let to BP. The price agreed for the Acquisition is approximately £15.7 million on the basis that BP will immediately prior to Completion surrender its lease. The building is not elected for VAT and on the basis of legislation and Treasury Regulations in force as at today's date no stamp duty is payable on the Acquisition. CBRE has valued the Property at £15.8 million on the basis of vacant possession. In addition, CBRE has valued the Property at £20 million assuming the Property to be subject to a full repairing and insuring lease to the Company of 15 years at a market rent. The Group requested the additional valuation as the Group intends to occupy the Property and therefore a valuation based on the Property with the benefit of a lease is appropriate. Summary of principal terms of the Acquisition The Acquisition Agreement was entered into on 8 August 2003 between CIS and Arbuthnot Latham. The Acquisition Agreement is conditional on (i) CIS providing vacant possession on completion (which will mean CIS securing the surrender of the current lease of the Property from BP) and (ii) the approval of the Acquisition by Shareholders. The Consideration for the Property is £15,728,750, provided that Completion takes place on or before 29 August 2003. If Completion takes place on or after 30 August 2003, the Consideration will increase by a daily rate of £3,545 to a maximum of £15,842,190. If Completion does not take place on or before 30 September 2003 the Acquisition Agreement automatically terminates at midnight on 30 September 2003. A deposit of £1,572,875 (10 per cent. of £15,728,750) was paid by Arbuthnot Latham on execution of the Acquisition Agreement and is held by CIS's solicitors with interest accruing to Arbuthnot Latham. The deposit will be refunded (together with accrued interest) to Arbuthnot Latham if Completion does not take place on or before 30 September (save in circumstances of default by Arbuthnot Latham). Financing of the Acquisition The Acquisition will be financed principally through a facility of approximately £12.6 million which is being provided by Barclays to Arbuthnot Latham. The balance of the Consideration will be funded from the Group's own resources. Current trading As foreshadowed in the Chairman's statement accompanying the Annual Report issued in April of this year, the Group has continued to face challenging trading conditions in the year to date. Although equity markets have shown some recovery, the FTSE 100 index remains over 10 per cent. below its level at June 2002. At the same time, interest rates have continued to fall, which adversely affects net interest earnings, and the wider economic environment has remained uncertain. Despite these factors, however, the Directors remain generally satisfied with the Group's trading to date. Looking ahead, whilst the Directors remain generally satisfied with the Group's prospects (including the Acquisition), the outcome for the current year will be dependent on the extent of any continued recovery in the financial markets. The Group is due to report its interim results for the period ended 30 June 2003 on 23 September 2003 and the Directors will provide a further update on current trading at that time. Extraordinary General Meeting The proposed Acquisition will require the approval of Shareholders. An Extraordinary General Meeting of the Company will be held at Royex House, Aldermanbury Square, London EC2V 7NU at 11.30 am on 28 August 2003. A Circular to shareholders convening the EGM and setting out details of the Acquisition will be posted later today. A copy of the circular to Shareholders dated 8 August 2003 will be submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Telephone: (0)20 7676 100 DEFINITIONS The following definitions apply throughout this announcement unless the context otherwise requires: 'Acquisition'' proposed acquisition of the Property by Arbuthnot Latham, subject to the terms and conditions set out in the Acquisition Agreement; 'Acquisition Agreement'' conditional sale and purchase agreement entered into between CIS (1) and Arbuthnot Latham (2) and dated 8 August 2003; 'Arbuthnot Fund Managers'' Arbuthnot Fund Managers Limited, a wholly owned subsidiary of Arbuthnot Latham; 'Arbuthnot Latham'' Arbuthnot Latham Co., Limited, a wholly owned subsidiary of Secure Trust; 'Arbuthnot Pensions and Arbuthnot Pensions and Investments Limited, a wholly owned subsidiary of Investments'' Arbuthnot Latham; 'Arbuthnot Securities'' or 'OMS'' Arbuthnot Securities Limited (formerly Old Mutual Securities Limited), a wholly owned subsidiary of Secure Trust; 'Barclays'' Barclays Bank PLC; 'BP'' BP Properties Limited; 'CBRE'' CB Richard Ellis Limited; 'CIS'' Co-Operative Insurance Society Limited; 'City'' City of London; 'Completion'' completion of the Acquisition in accordance with the terms and subject to the conditions of the Acquisition Agreement; 'Completion Date'' date of Completion, expected to be on or around 29 August 2003; 'Consideration'' consideration payable for the Acquisition, in accordance with the terms and subject to the conditions of the Acquisition Agreement; 'Directors'' or 'Board'' board of directors of Secure Trust; 'Extraordinary General Meeting'' Extraordinary General Meeting of the Company convened for 11.30 am on 28 or 'EGM'' August 2003; 'Group'' Secure Trust and its subsidiaries; 'Ordinary Shares'' ordinary shares of 1p each in the capital of the Company; 'Property'' or 'Freehold freehold property known as Finance House, 19/24 Ropemaker Street, London building'' EC2; 'Shareholders'' holders of Ordinary Shares; 'Secure Trust'' or 'the Secure Trust Banking Group PLC; Company'' 'United Kingdom'' or 'UK'' United Kingdom of Great Britain and Northern Ireland; '£'' United Kingdom pounds sterling. This information is provided by RNS The company news service from the London Stock Exchange EN ACQSSMFMASDSEFA
UK 100

Latest directors dealings