Securitisation

British Land Co PLC 15 June 2001 For immediate release 15 June 2001 The British Land Company PLC ('British Land') Securitisation of 35 Sainsbury supermarkets Further to the announcement of 29 May, British Land announces the launch of a £575 million multi-tranche bond offering, securitising the rental income from 35 supermarkets owned by British Land and leased to Sainsbury's Supermarkets Ltd., with full recourse to J Sainsbury plc ('Sainsbury'). The offering is being lead managed by UBS Warburg Ltd and is expected to close on 20 June 2001. The bonds will be issued by Werretown Supermarkets Securitisations PLC, a newly established special purpose vehicle, with the proceeds being on-lent to British Land. Interest and capital payments on the issue will be without recourse to British Land. Sainsbury, a leading UK food retailer, has been assigned a credit rating of A/ A2/A+ by Standard & Poor's / Moody's Investor Services / Fitch. The supermarkets, which are predominantly in edge-of-town and out-of-town locations in England and Wales, had an open market value of £677 million as at 18 May 2001. The leases on these properties have a weighted average expiry date of April 2025. There are five tranches of bonds with maturities ranging from 15 to 24 years. The Class A bonds have been rated AA/AA by Standard & Poor's / Fitch; the Class B1 and B2 have been rated A/A+, and the Class B3 bonds have been rated A /A. The weighted average interest rate of the bonds is expected to be 6.8 per cent., and the weighted average maturity will be 17 years. The proceeds will be used to refinance existing bank indebtedness, including the £400 million drawn down in April to finance the repurchase of two British Land unsecured bond issues, and to provide further working capital for the Group. British Land Property Management Limited will act as the property asset manager of the supermarkets. Nick Ritblat, Director of British Land, commented: 'The securitisation enables British Land to release 85 per cent. of the value of the Sainsbury supermarkets, without realising tax liabilities and while retaining control, ownership and future growth of the assets. This transaction furthers British Land's strategy of leveraging its portfolio with long-dated financing at competitive rates of interest.' This announcement should be read in conjunction with the attached announcement from Werretown. The British Land Company PLC Tel: +44 20 7486 4466 John Weston Smith, Finance Director Nick Ritblat, Director Peter Clarke, Head of Asset Management WERRETOWN SUPERMARKETS SECURITISATIONS PLC Werretown Supermarkets Securitisations PLC ('Werretown') will issue £575 million of bonds supported by the cash flows from 35 supermarkets owned by British Land and leased to Sainsbury's Supermarkets Ltd., with full recourse to J Sainsbury plc. Werretown will on-lend the proceeds of the issue to British Land, and will receive secured and unsecured notes that are obligations of the fully ring-fenced British Land subsidiaries which own the 35 supermarkets. UBS Warburg Ltd has structured the offering and is acting as lead manager and bookrunner for the transaction. The offering has been structured to comprise issues of medium- and long-dated, asset-backed, fixed- and floating-rate Sterling denominated eurobonds. Payments of interest on all tranches, and the principal on certain tranches, will be made from rental receipts from Sainsbury. A refinancing or sale of the properties will meet the payments of principal at maturity on the Class B3 bullet and the balloon payment on the Class A2(C). The Class A bonds have been rated AA/AA by Standard & Poor's / Fitch; the Class B1 and B2 have been rated A/A+, and the Class B3 bonds have been rated A /A. UBS Warburg Ltd. Tel: +44 20 7568 1000 David Newby Edmund Craston Simon Fisk APPENDIX - Notes to Editors 1. Details of tranches The tranches of the offering are set out below. Classes Expected Amortising/ Amount Size as % of total Average life/ rating bullet (£m) Notes issued expected maturity (S&P/ Fitch) A1 (FRN) AA/AA Amort 65.25 11.3 9 years/2016 A2 (C) AA/AA Combined 159.75 27.8 22 years/2025 (Fixed) B1 (FRN) A/A+ Amort 100.00 17.4 7 years/2016 B2 A/A+ Amort 209.10 36.4 19 years/2025 (Fixed) B3 A/A Bullet 40.90 7.1 24 years/2025 (Fixed) 575.00 100.0 2. Details of supermarkets The supermarkets being securitised are primarily in edge-of-town and out-of-town locations throughout England and Wales. Area Number of stores East Midlands 4 London 7 South East 3 West Midlands 6 Yorkshire 4 South West 3 Wales 4 East 2 North West 2 TOTAL 35
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