Purchase of Unsecured Bonds

British Land Co PLC 30 March 2001 For immediate release 30 March 2001 The British Land Company PLC ('British Land') £150,000,000 12.5 per cent. Bonds due 2016 (the '2016 Bonds') and £150,000,000 8.875 per cent. Bonds due 2023 (the '2023 Bonds') Proposed purchase of British Land unsecured bonds British Land announces that, following consultation with two Special Committees of the Association of British Insurers, it has today published proposals to holders of the above Bonds to effect the next stage of its financing strategy. The proposals which are set out in detail below will require meetings of bondholders for each of the Bonds. The meetings will be held at 10.30 a.m. on 25 April 2001. Each Bond has £150 million nominal outstanding, a total of £300 million. Under the proposals, British Land would pay a total of approximately £413 million to purchase the Bonds (excluding accrued interest), assuming the yields on the relevant reference Gilts (see below) remain at current levels. British Land will give notice to purchase the Bonds under the revised terms of the Bonds within 30 business days after the approval of the proposals by Bondholders and the purchase price will be set on the date of that notice, or if the day of the notice is not a business day, on the next following business day. Settlement will occur 3 business days after that day. The two Special Committees of the Association of British Insurers ('ABI') examined the Proposals, prior to publication and found them acceptable. The members of such Committees (who represent approximately £52.13 million and £ 57.69 million in nominal amount which is equivalent to 34.75 per cent. and 38.46 per cent. respectively of the outstanding nominal value of the 2016 Bonds and the 2023 Bonds) have agreed to vote in favour of the Proposals in respect of their holdings. The Special Committees are recommending the same course of action to other ABI members. Repurchasing the Bonds will substantially reduce British Land's FRS 13 liability. The Bonds represented approximately £63 million, or 48 per cent. of the FRS 13 liability as at 30 September 2000, the date of British Land's interim results for the year ending 31 March 2001. The Proposals, if accepted, will result in a reduction in British Land's annual interest charge in future years. In addition, they will realise a one-off exceptional charge in the year ending 31 March 2001, which arises from the premium paid for the purchase of the Bonds. The exceptional charge will be partially mitigated by profits to be made in closing out derivative contracts associated with the Bonds, and based on current interest rates and Gilt prices would be approximately £93 million. Rationale Since the time of their launch, the margins above Gilts at which the Bonds trade have widened considerably, with a consequential negative impact on the perception of the Company's credit standing. This widening of spreads has been caused in part by structural changes to the property financing markets, and also by a number of leveraged buy-outs in the property sector. British Land believes that the Proposals allow Bondholders to reinvest the purchase proceeds on favourable terms while allowing it to purchase the Bonds on terms more advantageous to it than if it redeemed them in accordance with their original conditions. British Land therefore believes that it is appropriate to offer Bondholders this opportunity to sell their investment at the current time. Commenting on the transaction, John Weston Smith, Finance Director of British Land said: 'This proposal, approved by two Special Committees of the Association of British Insurers, offers a balance, providing Bondholders with the opportunity to redeem their Bonds on favourable terms, and a reduced interest charge for shareholders, with a beneficial effect on the weighted average rate, and increased financing flexibility for the Company going forward. The Bonds were issued at a time of historically high interest rates, and it is opportune to redeem them now in the much easier interest rate climate.' The Proposals Under the Proposals, the terms of each of the Bonds will be altered such that they may be purchased at prices (the 'Purchase Prices') which shall be the higher of the following, together with interest accrued up to but excluding the date of purchase: (a) 100 per cent. of the nominal value of the Bonds; or (b) the price at which the Gross Redemption Yield of each Bond on the Reference Date (as defined below) is equal to the following: 2016 2.10 per cent. above the Gross Redemption Yield of the 8 per Bonds: cent. Treasury Stock 2015; 2023 2.15 per cent. above the Gross Redemption Yield of the 8 per Bonds: cent. Treasury Stock 2021. The Gross Redemption Yield of the relevant Gilts will be determined at or about 3.00 p.m. on the Reference Date. For the purposes of calculating the Purchase Prices, the Reference Date will be the date on which notice is given after the approval of the Proposals, as described above. The Purchase Prices will thus take full account of any movements in the Gilt market between now and the Reference Date. For indicative purposes only, the Purchase Prices would be as follows if they were set by reference to the prices of the relevant Gilts as at close of business on 29 March 2001: Purchase Price Market Price Premium (£) (£) 2016 Bonds (ISIN XS0031772113) £152.15 £136.81 11.2% 2023 Bonds (ISIN XS0047184964) £123.46 £107.50 14.9% NOTE: Prices per £100 nominal, and exclude accrued interest These proposals require approval by a 75 per cent. majority vote at each Bondholders meeting. The 2016 Bonds provide for the possibility of Bonds in registered form. There are at present no 2016 Bonds in registered form in issue. British Land have agreed with the Trustee for the 2016 Bonds that the Register will be closed with effect from the date of this letter until the end of the meetings or any adjournment thereof and accordingly for that period no bearer 2016 Bond may be exchanged into a registered 2016 Bond. Further information about the Proposals, the Bondholders' meetings and voting at the meeting is available from the Principal Paying Agent: The Chase Manhattan Bank Tel: +44 20 7777 5479 Trinity Towers Fax: +44 20 7777 5410/5420 9 Thomas More Street London E1W 1YT Contact: Michael Whelan Contacts: The British Land Company PLC Tel: +44 20 7486 4466 J H Weston Smith, Director N S J Ritblat, Director UBS Warburg Ltd Tel: +44 20 7567 8000 Frank Kennedy Edmund Craston
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