Re Acquisition of Portfolio

Land Securities PLC 26 November 2001 26 November 2001 LAND SECURITIES PLC ('Land Securities') TELEREAL EXCHANGES CONTRACTS WITH BT FOR ACQUISITION OF £2.38 BILLION PROPERTY PORTFOLIO Telereal, a 50:50 joint venture between Land Securities Trillium ('LS Trillium '), a subsidiary of Land Securities, and The Pears Group ('Pears') announces that it has exchanged binding contracts with British Telecommunications plc (' BT') for the £2.38 billion acquisition of the majority of the BT property estate ('the estate'). Completion will take place on or before 14 December 2001. The estate comprises 6,700 properties with a total floor space of 5.5 million square metres. Under the terms of a new 30-year agreement, Telereal will also be responsible for providing accommodation and estates management services to BT. BT will also, in addition to leasehold expiries, be able to vacate an agreed percentage of space, annually without penalty. This will allow a more flexible approach to its accommodation requirements. Through its creative approach to portfolio management Telereal will optimise value from the vacated estate. The properties being transferred comprise offices, telephone exchanges, vehicle transport depots, warehouses, call centres and computer centres. The Specialised Estate (telephone exchanges and related technical buildings) comprises 75% of the total, with the General Purpose Estate (offices and other properties) constituting the remaining 25%. 95% of the 6,700 properties are freehold or valuable leasehold with 5% short leasehold. The BT Tower and BT Centre in Newgate Street are excluded from the transaction. LS Trillium and Pears will each invest up to £200 million in Telereal as equity finance for the acquisition. LS Trillium will be financing its equity share through Land Securities' existing bank facilities. Telereal will finance the acquisition through a £1.8 billion asset-backed securitisation, currently in preparation, secured against the Specialised Estate and £400 million bank debt secured against the General Purpose Estate. Land Securities, as the parent company of LS Trillium, and William Pears Family Holdings Limited, a Pears company, have also entered into a performance guarantee which will only be called upon should Telereal fail to fulfil its obligations to BT. The guarantee is capped and does not relate to the debt. In return, BT will pay Telereal a total accommodation charge initially of approximately £64 per square metre which includes £190 million (which increases at three per cent per annum) for use of the freeholds. The transaction also includes the transfer of approximately 350 employees from the BT in-house corporate property team to Land Securities Trillium Telecom Services Limited ('LST Telecom') which is 100% owned by LS Trillium, and will be dedicated to providing the employees for Telereal. Under the terms of the arrangement, LST Telecom will meet all the employment obligations and will recover the costs associated with this arrangement on a fully indemnified basis from Telereal. The accommodation charge will commence immediately following completion. Telereal is working closely with BT to finalise arrangements for the transfer of its corporate property team and expects to commence the provision of services by 31 March 2002 at the latest at which point a services charge will start to be paid by BT in addition to the accommodation charge. Commenting on the acquisition, Manish Chande and Mark Pears said on behalf of Telereal, 'This is a major step forward in the provision of a flexible property outsourcing contract to a major corporate occupier. It is paramount that organisations can predict their occupational costs with certainty, efficiently use their capital structure and focus on their core operations and this transaction provides BT with all these advantages. We are delighted that this contract is now on its way to completion and look forward to developing further a mutually beneficial relationship with BT.' Geoffrey Almeida, chief executive, BT Affinitis said: 'We are delighted to have exchanged contracts on a property transaction which has generated huge interest in the corporate property world. BT is the first corporate to take advantage of putting nearly all its accommodation with a single landlord who sees accommodation as a service.' -Ends- For further information, please contact:- Telereal Manish Chande/Ian Ellis Land Securities Trillium Tel: + 44 (0)20 7796 5500 Mark Pears/Graham Edwards The Pears Group Tel: + 44 (0)20 7433 3333 Land Securities Ian Henderson/Andrew Macfarlane/Emma Denne Tel: + 44 (0)20 7413 9000 BT Group Newsroom Michael Wadley Tel: + 44 (0)20 7356 5367 Financial Dynamics (for Land Securities) Stephanie Highett/Andrew Dowler Tel: + 44 (0)20 7831 3113 Notes for Editors BT announced on January 4 2001 that it was in negotiations aimed at realising the value of its property portfolio. On April 10, BT announced that it had chosen Telereal, a 50:50 joint venture owned by Land Securities Trillium and The Pears Group which is dedicated to the management of the BT property portfolio, as its preferred bidder. Telereal will be financing this through the issue of a securitisation, currently in preparation. The divestment of the property estate will enable a more flexible approach to BT's office arrangements and building requirements. Currently Telereal will not be providing facilities management services but will work with BT's existing facilities management contractor, Jaguar. Land Securities is one of Britain's leading commercial property and property services groups with fixed assets of £8 billion. The company's portfolio is focussed on four areas of the UK property market; Central London shops and offices, shopping centres, retail warehousing and industrial premises. Over the past two years it has been implementing new strategies aimed at enhancing the value it creates for shareholders. As part of this strategy in November 2000 it acquired Trillium, now called Land Securities Trillium, to enable Land Securities to offer a total property outsourcing service. Land Securities Trillium combines capital, estate and facilities management expertise in a total outsourcing package. In 1998, it won the PRIME contract to own and manage the majority of the Department of Social Security's property portfolio. In 2001 Land Securities Trillium entered into a 30-year contract with the BBC for the outsourcing of the BBC's London and Scottish Estates. In addition Land Securities Trillium will also through Land Securities Development be providing 50,400 square metres of new accommodation for the BBC at White City. The Pears Group consists of a consortium of Pears family interests including William Pears Family Holdings Limited, one of the largest private companies in the UK. It holds substantial property interests and is involved in a significant number of joint ventures.
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