Disposal

Benchmark Group PLC 13 July 2001 For immediate release, 13 July 2001 Benchmark Group PLC BENCHMARK AND SCHRODERS FORM WEST END PROPERTY UNIT TRUST * Benchmark Group PLC ('Benchmark') and Schroder Property Investment Management Limited are establishing a new specialist property unit trust, The West End of London Property Unit Trust ('WELPUT'). * On receipt of the appropriate regulatory approval and the approval of Benchmark shareholders, WELPUT will acquire the majority interest as a limited partner in the WEL Property Limited Partnership (the 'WEL Partnership '). The WEL Partnership will acquire from Benchmark for £249.5 million the entire partnership interest in a Benchmark limited partnership which owns eight West End properties. The WEL Partnership will simultaneously acquire a property from the Schroder Exempt Property Unit Trust for £47.9 million. * The WEL Partnership portfolio will total just under £300 million of assets with 61% by value in prime locations in Mayfair and St. James', 18% in Soho, 14% in Covent Garden and 7% in Knightsbridge. The largest property is Stirling Square, Carlton Gardens. * In addition to its 73 per cent. initial interest in the WEL Partnership portfolio, Benchmark will receive net cash proceeds of £161.1 million. * There will be four initial founding investors in WELPUT, including Benchmark and the Schroder Exempt Property Unit Trust. * Benchmark has been appointed property adviser to all of WELPUT's property interests. Schroder Property Managers (Jersey) Limited will be the manager. WELPUT has a life of 10 years unless extended by agreement of unit holders. * Schroders and Benchmark intend WELPUT to be the leading West End of London property unit trust and aim to grow WELPUT's assets to at least £1 billion within three years. Nigel Kempner, Chief Executive of Benchmark, commented: 'This disposal of our existing interest in these eight properties will produce a number of benefits for Benchmark. It will enable us to consolidate net asset value by converting substantial unrealised revaluation reserves into realised profit and will achieve a profit over current book value. Benchmark will earn property advisory fees and, as WELPUT grows, it will have the opportunity to increase this new stream of earnings without raising the capital base of the company.' 'We look forward to working with Schroders to create the leading West End property unit trust.' William Hill, Managing Director of Schroder Property Investment Management Limited, commented: 'We have assembled a diversified portfolio of top quality West End assets with a number of significant opportunities for management to enhance values. Benchmark has a strong record over recent years in delivering added value and we are delighted to be working with their team. The West End is one of the major UK office markets, but due to lot size constraints and keen competition for investments, has been a difficult market for many investors to access. The intention is that WELPUT will provide an easier and more efficient means of investing in the future.' 'The launch of WELPUT takes our specialist funds under management in Jersey to over £2 billion of assets. These include City Offices, Residential, Retail Warehousing and now West End offices.' HSBC Investment Bank plc is acting as financial adviser and broker to Benchmark Group PLC. Schroder Property Investment Management Ltd acted as sponsor for WELPUT. This summary should be read in conjunction with the full text of the announcement. For further information: Benchmark Group PLC Nigel Kempner, Chief Executive 020 7287 6881 Schroder Property Investment Management Limited William Hill, Managing Director 020 7658 6000 HSBC Investment Bank plc Simon Bragg / Adrian McMillan 020 7336 9000 Tavistock Communications (for Benchmark) Jeremy Carey / Bella Pagdin 020 7600 2288 GCI Financial (for Schroders) Christopher Joll 020 7398 0800 HSBC Investment Bank plc, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Benchmark and for no-one else in relation to the matters referred to herein and will not be responsible to anyone other than Benchmark for providing the protections afforded to its customers or for providing advice in relation to the matters referred to herein. Schroder Property Investment Management Limited is regulated in the conduct of investment business in the UK by IMRO. For immediate release, 13 July 2001 Benchmark Group PLC BENCHMARK AND SCHRODERS FORM WEST END PROPERTY UNIT TRUST Introduction The Board of Benchmark Group PLC ('Benchmark' or the 'Company') announces that Benchmark and two of its subsidiaries have agreed to sell for a total consideration of £249.5 million their entire partnership interests in Benchmark (Jersey) No.1 L.P. (the 'Benchmark Partnership') to the WEL Property Limited Partnership (the 'WEL Partnership'), a Jersey limited partnership in which The West End of London Property Unit Trust ('WELPUT'), a Jersey unit trust, is to have a 50.1 per cent. interest. The consideration will consist of approximately £200 million in cash, of which £23.0 million will be reinvested in WELPUT to give Benchmark an initial 46 per cent. interest in WELPUT, and a 49.9 per cent. interest in the WEL Partnership. Benchmark's combined interest in WELPUT and the WEL Partnership will therefore initially be approximately 73 per cent., although Benchmark will not control either WELPUT or the WEL Partnership. In view of its size in relation to the Benchmark Group, the transaction is conditional, inter alia, on the approval of Benchmark shareholders. Information on WELPUT and the WEL Partnership WELPUT is a new closed-ended Jersey unit trust which is being established by Schroder Property Investment Management Limited ('SPrIM') to acquire office properties in the West End of London, which for this purpose has been defined as the area bounded by Marylebone Road in the North, the River Thames in the South, Kingsway in the East and Hammersmith Broadway in the West. WELPUT's investment objective will be to outperform growth in the London West End Office segment of the Investment Property Databank Annual Index from investing primarily in properties with a value in excess of £50 million or, in the case of development property, where the estimated value of the completed development is at least £75 million. The launch of specialist property unit trusts has been a feature of the property investment market in recent months and is an area which Benchmark believes will attract increasing interest and investment. Specialist property unit trusts give investors an indirect investment route with low transaction costs into property portfolios which, because of capital constraints, would otherwise not be available to them, with the added benefit that the investment is managed by experts in the relevant specialist property area. Benchmark has been appointed as property adviser to WELPUT. Schroder Property Managers (Jersey) Limited ('SPMJ') is the appointed manager of WELPUT. SPrIM is the sponsor of WELPUT. The WEL Partnership will own 100 per cent. of the Benchmark Partnership, which owns the eight West End of London properties listed below. The WEL Partnership will also own a freehold property at 21-25 Bedford Street, London WC2, which Schroder Exempt Property Unit Trust ('SEPUT') has agreed to sell to the WEL Partnership for a cash consideration of £47.9 million. SPrIM and Benchmark intend WELPUT to be the leading West End of London property unit trust and aim to grow WELPUT assets to at least £1 billion within three years through the issue of further units to investors for cash or in exchange for suitable assets. Benchmark's holding is thus likely to reduce in percentage terms over time, although Benchmark intends to retain a combined interest in WELPUT and the WEL Partnership of at least 20 per cent.. Benchmark has agreed to re-invest £23 million of the cash proceeds receivable by it in subscribing for units in WELPUT. There are three other initial investors in WELPUT, including SEPUT, who will in aggregate subscribe £27 million. Benchmark's units will thus represent 46 per cent. of WELPUT. Background to and reasons for the transaction Benchmark is a specialist Central London property company, which invests in and develops properties providing office and retail space, particularly in Mayfair, St James's and Soho. The Board of Benchmark has for some time been considering ways in which Benchmark can use its specialist property expertise over a larger West End of London portfolio while at the same time maintaining a prudent level of balance sheet gearing utilising the same equity base. The Board believes that the proposed transaction meets these criteria and will benefit Benchmark in the following ways: * The Company will consolidate net asset value by converting unrealised revaluation reserves into realised profits. The transaction will generate a gain over historic cost of £83.9 million, of which £22.7 million will be recognised in the statutory accounts for the year to 30 June 2002. Of this, £2.6 million will be recognised in the Profit and Loss Account, whilst the balance will be a reserves transfer. * After the transaction Benchmark will have: - net cash proceeds of £161.1 million after allowing for capital gains tax on the disposal of £12.1 million and expenses; and - a 73 per cent. economic interest in a fund with an initial portfolio of some £300 million. The cash proceeds will be available to reinvest in other suitable Central London properties as and when these become available. * Benchmark will increase its income from property advisory services and as WELPUT grows, will have the opportunity to receive remuneration for its specialist property management skills over a larger and more diversified portfolio. Information on SPMJ and SPrIM SPMJ and SPrIM are both members of the Schroders plc group. The Schroders plc group is a specialist in managing pooled funds for indirect property investment. SPMJ currently is the manager of The Retail Park Unit Trust, The Chiswick Park Unit Trust, The Hercules Unit Trust, The Residential Property Unit Trust and The City of London Office Unit Trust. SPrIM is the manager of the £1.2 billion Schroder Exempt Property Unit Trust. The total value of property funds under management by the Schroders plc group as at 30 June 2001 was in excess of £3 billion. The properties The properties owned by the Benchmark Partnership are: Valuation as at 30 June 2001 Property Tenure 24-28 Sackville Street, London W1 Freehold £23,290,000 Buchanan House, 3 St. James's Square, London Freehold £42,360,000 SW1 4-5 Princes Gate, London SW7 Freehold £19,220,000 45 Fouberts Place, London W1 Leasehold £5,845,000 St Giles House, 49-50 Poland Street, London Leasehold £10,000,000 W1 Broadbent House, 64 Grosvenor Street, London Leasehold £11,200,000 W1 Stirling Square, 5-7 Carlton Gardens, London Leasehold £101,330,000 SW1 100 Regent Street and 33 Glasshouse Street, Leasehold £25,740,000 London W1 £238,985,000 The properties have been independently valued on the basis of open market value by DTZ Debenham Tie Leung Limited acting as External Valuers as at 30 June 2001 at an aggregate value of £238,985,000. The current annualised net rental income receivable from the properties is £13.4 million. Principal terms of the transaction The disposal will involve the sale by Benchmark and two of its wholly-owned subsidiaries of the entire limited partnership interests in the Benchmark Partnership, the sole assets of which are the eight properties set out above, to the WEL Partnership, for an aggregate consideration of £249.5 million. Of the total consideration, approximately £200 million will be payable in cash and the balance will be applied in meeting the Benchmark Group's 49.9 per cent. investment in the WEL Partnership. The consideration for the disposal will be financed out of a £200 million 7 year secured non-recourse revolving credit facility underwritten by HSBC Bank plc, together with equity and loans from the limited partners of the WEL Partnership. Benchmark has been appointed to manage all of WELPUT's and the partnerships' properties. For its services Benchmark will receive a basic annual fee equal to 0.25 per cent. of the combined gross asset value of WELPUT and the partnerships, and an annual performance fee in the event of WELPUT's internal rate of return outperforming the higher of 1 per cent. above the growth in the London West End Office segment of the Investment Property Databank Annual Index and 12 per cent. per annum. The transaction is conditional on approval by Benchmark shareholders and formal consent for the establishment of WELPUT being obtained from the Jersey Financial Services Commission. Financial effects of the transaction A pro forma unaudited consolidated statement of net assets of the continuing Benchmark Group has been prepared for illustrative purposes only to show the financial effects of the transaction as if it had been completed on 31 December 2000. This pro forma net asset statement will be set out in the circular to be sent to Benchmark shareholders shortly. On this pro forma basis, gearing would have reduced from 64.4 per cent. to 25.2 per cent.. If the continuing Benchmark Group's share of non-recourse borrowings by joint ventures is included, pro forma gearing would have reduced from 86.7 per cent to 80.1 per cent.. Pending reinvestment of the £161.1 million net cash proceeds, £158.8 million will be used to pay down borrowings under the Group's existing credit facilities. Current trading and prospects As reported to shareholders on 2 March 2001, pre-tax profits for the six months to 31 December 2000 were £14.4 million (1999: £10.0 million). These results reflected a £3.1 million profit on property disposals achieved during the period and a £6.5 million profit on the sale of the majority of the Benchmark group's interest in Nexus Estates PLC. Net rental income increased to £14.8 million (1999: £9.7 million), principally as a result of the expiry of rent free periods granted on the successful letting of completed developments, such as Stirling Square. During the six months to 31 December 2000, the Benchmark group spent £152.3 million on the acquisition of properties in Central London. During the same period disposals were made which realised £68.9 million and a net profit of £ 3.1 million. Since 31 December 2000, Benchmark has continued to trade in line with the Board's expectations. Benchmark currently has a low level of speculative office development. During recent weeks Benchmark has achieved the following new office lettings, which produce £1.092 million of annualised rental income: * Bruton Street, W1: 1st, 2nd and 3rd floors let on 10 year leases to Ashton Investments Limited, Kangqi Oil (UK) Limited and Platinum Global respectively. The total rent from the three leases is £596,000 per annum (equating to £75 per sq ft); * Bruton Street, W1: 4th floor let to Fiat UK Limited on a 10 year lease at £220,585 per annum (equating to £75 per sq ft); and * 11-14 Grafton Street, W1: let to Exane Limited on a 10 year lease at £275,000 per annum (equating to £68.50 per sq ft). Benchmark completed its comprehensive refurbishment of Medius in Sheraton Street, W1 on 6 July 2001 and the 67,000 sq ft of new offices are now being actively marketed to let as a whole or in individual floors. The 10,000 sq ft of retail space has been pre-let to YHA plc on a 15 year lease at an annual rent of £240,000. In the West End over recent months there has been some weakening of tenant demand, but because of tight planning constraints, supply of new space remains limited and rents have remained robust. Investor interest in the West End has also remained strong. The Board believes that there will continue to be attractive opportunities in this market. Dividend policy The Board will continue to review the Company's dividend policy in light of prevailing market conditions and the Group's business prospects. Circular A circular containing further details of the transaction and convening an Extraordinary General Meeting will be sent to Benchmark shareholders shortly. For further information: Benchmark Group PLC Nigel Kempner, Chief Executive 020 7287 6881 Schroder Property Investment Management Limited William Hill, Managing Director 020 7658 6000 HSBC Investment Bank plc Simon Bragg / Adrian McMillan 020 7336 9000 Tavistock Communications (for Benchmark) Jeremy Carey / Bella Pagdin 020 7600 2288 GCI Financial (for Schroders) Christopher Joll 020 7398 0800 HSBC Investment Bank plc, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Benchmark and for no-one else in relation to the matters referred to herein and will not be responsible to anyone other than Benchmark for providing the protections afforded to its customers or for providing advice in relation to the matters referred to herein. Schroder Property Investment Management Limited is regulated in the conduct of investment business in the UK by IMRO.
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