Acquisition of Marsh & Parsons Limited

RNS Number : 5208R

LSL Property Services

04 November 2011

 



For Immediate Release

4th November 2011

LSL Property Services plc

("LSL")

Acquisition of Marsh & Parsons Limited

~ LSL to enter the prime London property market ~

LSL Property Services plc, a leading provider of residential property services, is pleased to announce the proposed Acquisition of Marsh & Parsons, a leading London estate agency operating a premium brand in the mid-segment of the prime London property market.

Further to this announcement, LSL intends to make available today a Circular to its shareholders together with a notice of a General Meeting to be held at 10am 22^nd November 2011 at the offices of LSL, 1 Sun Street, London, EC2A 2EP at which resolutions will be proposed to approve: (i) the acquisition of Marsh & Parsons and entry into an associated investment agreement; and (ii) the establishment of the 2011 LSL Employee Benefit Trust.  Paper copies of the Circular are being posted to those Shareholders who requested paper copies of all communications with LSL. All other Shareholders will be able to access the Circular and other documents via LSL's website: www.lslps.co.uk.

Copies of the Circular together with the notice of the General Meeting, proxy card and letter to shareholders, will shortly be available through the National Storage Mechanism hosted by Morningstar plc on behalf of the UK Listing Authority. The documents can also be accessed from LSL's website at: www.lslps.co.uk

Transaction Highlights

·  LSL will acquire the entire issued share capital of Marsh & Parsons for an enterprise value of £50.0m;

·  Marsh & Parsons is a leading London estate agency operating a premium brand in the mid-segment of the prime London property market with 13 offices in Central and South-West London;

·  Marsh & Parsons is geographically complementary to LSL's existing estate agency footprint and provides the wider LSL Group with access to the prime London property market where volumes and commission rates have been consistently strong in comparison with other parts of the UK;

·  Marsh & Parsons will continue to operate independently within the LSL Group following the Transaction;

·  In the year ended 31^st December 2010 M&P reported sales of £23.3m (2009: £17.0m) and profit before tax of £6.3m (2009: £3.5m). Net assets as at 31^st December 2010 were £6.8m;

·  After accounting for cash and excess working capital of approximately £3.1m, LSL will pay a total consideration of £53.1m, to be satisfied by £45.1m in cash, £7.6m in loan notes and £0.4m in Growth Shares for the entire issued share capital of Marsh & Parsons;

·  The Directors believe LSL will gain a high quality, dynamic and experienced management team, led by Peter Rollings (former Managing director of Foxtons), which has grown revenue by 53% per annum since 2005, despite extremely challenging market conditions, and taken the business from a loss of £0.6m in 2005 to a profit of £6.3m in 2010.

·  Marsh & Parsons Management Shareholders will remain with the business and are incentivised to continue to grow the business by reinvesting 50% of their net consideration (£6.5m) into Newco by way of loan notes and Growth Shares;

·  The directors believe the Transaction will immediately be cash positive and significantly earnings enhancing in 2012, the first full year of ownership;

·  Completion is scheduled for 22^nd November 2011 and is subject to Shareholder approval at a General meeting to be held at 10am 22^nd November 2011.

Roger Matthews, Chairman, commented

 "I am delighted to announce the acquisition of Marsh & Parsons which has an excellent geographic and strategic fit with LSL. This is a unique opportunity for LSL to acquire a premium central London estate agency brand and to gain a high quality and experienced management team with a great track record. We look forward to working with Peter Rollings and his team to deliver the next stage of growth for Marsh & Parsons."

For further information, please contact:

Simon Embley, Group CEO Steve Cooke, Group Finance Director LSL Property Services plc	0207 382 0365
Tim Medak Graham Swindells Karen du Plessis Ernst & Young LLP, Sponsor and Financial Advisor	0207 951 2000
Richard Darby Nicola Cronk Buchanan Communications	0207 466 5000

Notes to Editors

LSL Property Services plc is one of the leading residential property services companies in the UK and provides a broad range of services to its clients who are principally mortgage lenders, as well as buyers and sellers of residential properties. For further information, please visit our website: www.lslps.co.uk.

Please see Appendix 2 for the definitions of any defined terms contained in this announcement.

Acquisition of Marsh & Parsons Limited

1.             Introduction:

The Board of LSL is pleased to announce that it has reached agreement on the terms of the proposed acquisition of the entire issued share capital of Marsh & Parsons by LSL PS Limited (referred to in this announcement as Newco), a wholly owned subsidiary of LSL.

Marsh & Parsons is a leading London estate agency operating a premium brand in the mid-segment of the prime London property market where sale volumes have been robust and commission rates consistently strong in comparison with other parts of the UK. Marsh & Parsons is headed by a highly experienced and successful team which operates out of 13 offices in Central and South-West London, including five offices in the Royal Borough of Kensington and Chelsea. In the year ended 31^st December 2010, Marsh & Parsons reported sales of £23.3m and a profit before tax of £6.3m. Net assets as at 31^st December 2010 were £6.8m.

Marsh & Parsons is currently a subsidiary of Sherry FitzGerald which owns 72% of the issued share capital, with the remaining 28% being owned by the Marsh & Parsons Management Shareholders. The Marsh & Parsons Management Shareholders will remain with the business and, as part of their commitment, are reinvesting 50% of the net consideration they receive (£6.5m) into Newco. The enterprise value of the Acquisition is £50.0m. After accounting for cash and excess working capital of approximately £3.1m, Newco will pay the Marsh & Parsons Shareholders a total consideration of £53.1m, to be satisfied by £45.1m in cash, £7.6m in loan notes and £0.4m in Growth Shares for the entire issued share capital of Marsh & Parsons. Marsh & Parsons Management Shareholders will be incentivised to grow the profitability of the business through the allocation of the £0.4m of Growth Shares which can be sold to LSL at any time between 31^st March 2016 and 1^st April 2020. The amount to be paid by LSL to Marsh & Parsons Management Shareholders in relation to Growth Shares is subject to the growth in future profitability of Marsh & Parsons and is therefore unknown.

Further details of the Acquisition Agreement and Investment Agreement are set out in Appendix 1 of this announcement.

LSL has a strong balance sheet with net debt of £6.2m at 30^th June 2011. The Transaction is being funded using an existing bank facility with Barclays Bank plc and Lloyds Banking Group. The Transaction is expected to significantly enhance adjusted earnings per share for Shareholders in 2012.

The Transaction is a Class 1 transaction for LSL for the purposes of the Listing Rules and is therefore conditional upon the approval of Shareholders. The reason that the Transaction is a Class 1 transaction is that the amount payable to Marsh & Parsons Management Shareholders for their Growth Shares by LSL depends on future profitability and is uncapped, therefore triggering the consideration test as set out in the Listing Rules. The other class tests, as set out in the Listing Rules, do not trigger Class 1 status. Approval of the Shareholders is being sought at a General Meeting of LSL to be held on 22^nd November 2011 at 10am at the offices of LSL, 1 Sun Street, London, EC2A 2EP for the purpose of approving the entry into the Acquisition Agreement and the Investment Agreement, and establishing the 2011 EBT. The establishment of the 2011 EBT is conditional upon the Shareholders approving the entry into of the Acquisition Agreement and the Investment Agreement and is also subject to the approval of the Shareholders at the General Meeting. The Notice of General Meeting is set out in the Circular, which is being made available to Shareholders in connection with the Transaction and the convening of the General Meeting. The Circular is being posted to those Shareholders who have requested paper copies of all communications with LSL. All other Shareholders will be able to access the Circular via LSL's website: www.lslps.co.uk.

Certain major shareholders of LSL, the Directors and certain management shareholders of LSL, representing 53,206,680 of the Ordinary Shares in aggregate, and 50.97% of the issued share capital of LSL, have given irrevocable undertakings to vote in favour of the Resolutions.

Of the 50.97% of committed shares referred to above, 13.67% are held by Harris Associates L.P. ("Harris") and 7.01% are held by Kames Capital ("Kames").  Each of Kames and Harris act as manager in relation to shares held by certain of their clients and each has a voting right in relation to such shares but neither Harris nor Kames are the beneficial nor legal owner of such shares.  The irrevocable undertaking to vote in favour of the Resolutions provided by Harris is given in respect of 14,336,077 Ordinary Shares held by Harris, as manager, as at the date the irrevocable was entered into, and the irrevocable undertaking to vote in favour of the Resolutions provided by Kames is given in respect of 7,304,892 Ordinary Shares held by Kames, as manager, as at the date the irrevocable was entered into however, the actual number of shares in respect of which Harris and/or Kames may vote on the date of the General Meeting may be greater or less, as the clients of Harris and Kames are free to revoke the voting right and/or sell their Ordinary Shares (or buy further Ordinary Shares) at any time.

2.             Background to and reasons for the Transaction:

The Directors believe that the Transaction has a compelling strategic and financial rationale, with significant benefits for Shareholders.

The Directors believe that in recent years LSL has delivered excellent growth and achieved market leadership in both its surveying and asset management businesses against the backdrop of a very challenging housing market. Through a number of small acquisitions it has also built a strong position in financial services. In estate agency, the acquisition and subsequent successful integration of Halifax Estate Agencies Limited provided the LSL Group with a step change in its market position. The Estate Agency Division has also invested in its people and created a new call centre to grow market share with encouraging results to date.

Throughout this period, LSL has acquired a number of businesses and demonstrated a track record of successful integration, retention of key management and delivering results in line with expectations.

The London estate agency market has historically proven to demonstrate more robust features through the property cycle. The Acquisition provides LSL the opportunity to significantly increase its exposure in this key geographical location, and provides a vehicle to capitalise on further expansion opportunities in London and, in the medium term, to benefit from the market recovery.

The Directors intend that, post Completion, Marsh & Parsons continues to operate independently as a separate business and brand within the LSL Group, which already operates a number of estate agency brands and businesses.

The key benefits which flow from the Transaction are as follows:

a.   The Transaction provides LSL with a presence in the mid-segment of the prime London estate agency market. Marsh & Parsons is geographically complementary to LSL's existing estate agency footprint and provides the wider LSL Group with greater coverage of the UK property market.

b.   The London property market has historically shown more robust characteristics than the wider UK property market, though transaction levels are still circa 40% lower than peak levels in 2007. The higher proportion of cash sales and greater participation of foreign buyers provide the London property market with higher levels of growth during stronger economic periods but also more resilience against restricted mortgage availability and general economic weakness. More generally, limited housing supply and strong demand for properties from both domestic and foreign buyers contribute to the inherent attractiveness of the London market.

c.   The Marsh & Parsons business model is to drive revenue across both residential sales and lettings in order to reduce exposure to the natural cyclicality of the property market. This has been achieved and revenue in 2010 was broadly evenly split between residential sales and lettings.

d.   Marsh & Parsons represents a trusted premium brand, established for over 150 years, which enjoys excellent customer satisfaction levels, enabling Marsh & Parsons to increase its market share by 66% since 2005, including the period of the recent market downturn.

e.   The Directors believe LSL will gain a high quality, dynamic and experienced management team with an outstanding record of delivering strong and profitable growth against the backdrop of challenging market conditions. The team is led by Chief Executive Peter Rollings, who has over 25 years experience of successfully growing estate agency businesses in the London market with both Foxtons and Marsh & Parsons, and Liza-Jane Kelly, who has over 18 years in the property market including experience with Sherry FitzGerald, Hamptons International and Marsh & Parsons. The Marsh & Parsons Management Shareholders remain committed to and will be reinvesting in the business.

f.    The Marsh & Parsons Management Shareholders have exciting growth plans for the business which builds on their recent track record of doubling their number of offices. The next stage of the business plan includes increasing market share across the existing portfolio and further roll out of new offices across prime areas of London together with further bolt on acquisition opportunities. While Marsh & Parsons will operate independently within the LSL Group, there will be opportunities for synergies. LSL has a strong track record of encouraging its separately branded estate agency businesses to share best practice and, in particular, there may be opportunities for Marsh & Parsons to further develop certain revenue streams. In addition, it is possible that some existing LSL estate agency branches in London could be rebranded Marsh & Parsons.

g.   In a challenging London market, Marsh & Parsons has demonstrated an excellent track record of delivery since 2005 through its investment in people, market, business model and brand. During this period, its market share has increased by 66%, revenue has increased by 53% per annum (compound annual average growth rate) and the operating result has improved from a loss of £0.6m in 2005 to a profit before tax of £6.3m in 2010. The business has also delivered excellent cash conversion during this time with high margins and relatively low levels of capital expenditure. 

3.             Information on Marsh & Parsons:

Headquartered in Hammersmith, Marsh & Parsons is a leading premium brand London estate agency operating exclusively in the prime London housing market of Central and South West London from its thirteen offices. It was originally established in 1856 when its founder, William T Marsh, established an estate agency on Kensington High Street.

From its inception, the firm has established itself as one of the leading residential estate agents in Central London and it is one of the longest established estate agents in the Royal Borough of Chelsea and Kensington. Marsh & Parsons' thirteen offices are based in Balham, Barnes, Battersea, Brook Green, Chelsea, Clapham, Fulham, Holland Park, Kensington, Little Venice, North Kensington, Notting Hill and Pimlico. There is also a virtual office in Mayfair.

The customer offering is predominantly residential sales and lettings services, but it also includes corporate relocation services, property management, residential development, advisory services and professional valuation services.

In June 2005, Marsh & Parsons was acquired by Sherry FitzGerald (Ireland's largest estate agency group) under the leadership of Peter Rollings (previously the Managing Director of Foxtons) and Liza-Jane Kelly. Since then, Marsh & Parsons has grown rapidly (turnover has increased from £10.4m in 2006 to £23.3m in 2010) following the opening of new offices and the acquisition and rebranding of Vanstons in 2007.

In 2010, Marsh & Parsons won the Sunday Times ''Best Medium Sized London Agency'' award, as well as the ''Best Medium Sized UK Agency'' award and the ''Best Overall UK Estate Agency'' award. It holds memberships of both the Association of Residential Lettings Agents (ARLA) and The Property Ombudsman (TPO).

Marsh & Parsons had 199 full time equivalent employees as at 30^th June 2011 and the following is a summary of the profit and loss statement for Marsh & Parsons for the three years ended 31^st December:

	2008 £000	2009 £000	2010 £000
Revenue	13,613	16,998	23,337
Operating (loss)/profit	(459)	3,622	6,302
Net finance income /(expense)	(246)	(80)	(47)
(Loss)/Profit before tax	(705)	3,542	6,255

Gross assets of Marsh & Parsons as at 31^st December 2010 were £14.0m.

4.             Principal terms and conditions of the Acquisition:

Marsh & Parsons is currently a subsidiary of Sherry FitzGerald which owns 72% of the entire issued share capital, with the remaining 28% of the issued share capital being owned by the Marsh & Parsons Management Shareholders. The enterprise value of the Acquisition is £50.0m. After accounting for cash and excess working capital of approximately £3.1m, Newco will pay the Marsh & Parsons Shareholders a total consideration of £53.1m, to be satisfied by £45.1m in cash, £7.6m in loan notes and £0.4m in Growth Shares for the entire issued share capital of Marsh & Parsons.

Newco is a newly incorporated company in which, immediately following Completion, LSL will have all of the Economic Value and the majority of the voting rights. Appendix 1 of this announcement provides further details of the capital structure of Newco on Completion.

Pursuant to the terms of the Acquisition Agreement, at Completion, the Marsh & Parsons Management Shareholders, who currently own 28% of Marsh & Parsons, which at the Transaction price is valued at £14.9m, will be paid £6.9m in cash, with the remainder of their consideration (being £8.0m) to be satisfied by Newco by the issue of £7.6m in loan notes and £0.4m in Growth Shares.

Further details of the Acquisition Agreement are set out in Appendix 1 of this announcement.

The management of Marsh & Parsons is extremely important to the business and therefore the Marsh & Parsons Management Shareholders will enter into the Investment Agreement, together with LSL, on Completion in relation to Newco. The Investment Agreement is conditional upon, inter alia, the execution of the Acquisition Agreement and upon such agreement becoming unconditional in all respects subject only to the payment of the Completion Consideration.

The Investment Agreement regulates the relationship between the Marsh & Parsons Management Shareholders and LSL as shareholders of Newco. It contains, inter alia, restrictive covenants and compliance covenants to be given by the Marsh & Parsons Management Shareholders relating to the conduct of the business of Newco, Marsh & Parsons and its subsidiaries. Further details of the Investment Agreement are set out in Appendix 1 of this announcement.

The entry into of both the Acquisition Agreement and the Investment Agreement is conditional upon inter alia, the approval of the Shareholders at the General Meeting.

It is proposed that in addition to entering into the Transaction, LSL establish the 2011 EBT, an employee benefit trust whose beneficiaries shall be all the employees of the Enlarged Group. It is intended that, in due course, members of the current and future management team of Marsh & Parsons will also be invited to apply for Growth Shares which will be held by the 2011 EBT, as part of a package of measures designed to incentivise all of the current and future management of Marsh & Parsons. Shareholder approval is sought for the establishment of the 2011 EBT. The establishment of the 2011 EBT is subject to the approval of the Shareholders at the General Meeting and conditional upon the Shareholders approving the entry into of both the Acquisition Agreement and Investment Agreement.

Holders of Growth Shares will have the option to require LSL to buy their Growth Shares at any time between 31^st March 2016 and 1^st April 2020, at their discretion, at a price determined by a multiple of EBITDA in the previous financial year. As the price payable depends on future profitability and certain preference criteria, the amount payable is unknown. Details of the purchase mechanism are provided in Appendix 1 of this announcement.

As stated above, as part of the Completion Consideration for the Marsh & Parsons shares which will be acquired by Newco at Completion, Newco will issue two classes of loan note to the Marsh & Parsons Management Shareholders being (i) the Loan Notes; and (ii) the LJK Loan Notes.

The Loan Notes will be issued for an aggregate nominal value of £6.1m. These loan notes will accrue interest at 12% per annum on a rolled-up basis and the Loan Notes held by Marsh & Parsons Management Shareholders will be purchased (for an amount equal to their face value plus accrued and unpaid interest) by LSL at the same time as it purchases the Growth Shares from the Marsh & Parsons Management Shareholders.

In addition to the Loan Notes, one of the Marsh & Parsons Management Shareholders will be issued with an aggregate of £1.5m worth of LJK Loan Notes in partial satisfaction of the consideration for her Marsh & Parsons shares.

The Loan Notes and LJK Loan Notes are summarised in Appendix 1 of this announcement. 

5.             Irrevocable undertakings:

Certain major shareholders of LSL, the Directors and certain management shareholders of LSL, representing 53,206,680 Ordinary Shares in aggregate, and 50.97% of the issued share capital of LSL, have given irrevocable undertakings to vote in favour of the Resolutions. 

Of the 50.97% of committed shares referred to above, 13.67% are held by Harris Associates L.P. ("Harris") and 7.01% are held by Kames Capital ("Kames").  Each of Kames and Harris act as manager in relation to shares held by certain of their clients and each has a voting right in relation to such shares but neither Harris nor Kames are the beneficial nor legal owner of such shares.  The irrevocable undertaking to vote in favour of the Resolutions provided by Harris is given in respect of 14,336,077 Ordinary Shares held by Harris, as manager, as at the date the irrevocable was entered into, and the irrevocable undertaking to vote in favour of the Resolutions provided by Kames is given in respect of 7,304,892 Ordinary Shares held by Kames, as manager, as at the date the irrevocable was entered into however, the actual number of shares in respect of which Harris and/or Kames may vote on the date of the General Meeting may be greater or less, as the clients of Harris and Kames are free to revoke the voting right and/or sell their Ordinary Shares (or buy further Ordinary Shares) at any time.

6.             Financial effects of the transaction:

Current volumes in the UK housing market are at less than 50% of historical norms and the Directors have assumed that conditions are unlikely to improve significantly for the foreseeable future. Based on Bank of England mortgage approvals for house purchase data it is expected that transaction volumes will be just below 550,000 for 2011 compared to normalised levels of 1.2m per annum. The Directors retain a cautious view beyond 2011 given the continued shortage of available mortgage finance and the general economic uncertainty, particularly in the finance sector. Based upon these market assumptions, the Directors believe that the Transaction will be earnings enhancing in 2012, the first full year under which Marsh & Parsons will be owned by LSL.

The net cash consideration for the Transaction of £45.1m will be funded by using LSL's existing bank facility of £75.0m. The Directors believe that following Completion LSL will remain conservatively leveraged and that the LSL Group will retain financial headroom and flexibility to enable it to take advantage of further organic initiatives or acquisition opportunities in line with its stated strategy. 

7.             Management and employees:

LSL has high regard for the quality of the management and employees of Marsh & Parsons. Following the Transaction, LSL will operate the Marsh & Parsons brand independently within the LSL Group and LSL will have representation on the Marsh & Parsons board. On Completion the LSL Group Chief Executive, the LSL Group Finance Director and the LSL Group's Executive Director responsible for the Estate Agency Division will join the board of Marsh & Parsons, and Eileen Schroeder, Keith Gorny, Emilie Thysse and Patrick Littlemore will resign from the board of Marsh & Parsons.

The focus and commitment of the Marsh & Parsons Management Shareholders has been pivotal to its success and the same team is incentivised to remain with Marsh & Parsons following Completion to deliver its growth strategy. The Marsh & Parsons Management Shareholders and other members of its management team will be heavily incentivised to continue to grow the business and the Transaction includes provisions to retain Marsh & Parsons Management Shareholders who will become shareholders of Newco and party to the Investment Agreement. Further details of the Acquisition Agreement and Investment Agreement are set out in Appendix 1 of this announcement.

There will be no changes to the Board or senior management team of LSL as a result of this Transaction.

8.             Current trading, trends and prospects:

a) LSL

LSL, on 4^th November, released its interim management statement for the period commencing 1^st July 2011. The material sections of that interim management statement are set out in full below:

"Since 1 July 2011, the housing market has improved slightly with House Purchase Mortgage Approvals for quarter three up 8% compared to the same period in 2010 ⁽¹⁾.  However, for the 9 months from January to September, House Purchase Mortgage Approvals are flat year on year. Market data is not yet available for October.

Against this backdrop, LSL's trading has been satisfactory for the 4 months ended 31 October but has been more challenging during October. Turnover for the 9 months ended 30 September 2011 compared with the same period in 2010 and also for the 10 months ended 31 October 2011 was as follows:

	To 30 September	To 31 October
Group	+3%	+2%
Estate Agency	+9%	+8%
Surveying	-7%	-7%

Cash generation remains strong and net debt at 31 October 2011 was £9.4m (as at 31 October 2010 £13.7m). LSL remains on track to be in a net cash position at the year end before the impact of the Marsh and Parsons acquisition.

Estate Agency

Estate Agency has continued to make good progress with benefits flowing from the investments made in branch management and 'The Bridge' call centre. Estate Agency pipelines at 31 October 2011 were 9% higher than on 31 October 2010. The Estate Agency branches are also building on the momentum generated earlier in the year with further strong increases in lettings and financial services income. In addition, a number of small lettings businesses have been acquired during 2011 as the business continues to diversify revenue streams.

The Asset Management business is performing well in an environment where repossession volumes are lower than in 2010.

Surveying Division

Surveying has traded well despite low levels of mortgage activity requiring physical survey valuations. As expected, performance against key lender client prior year comparatives has improved in quarter three with Surveying income 7% lower for the 10 months to 31 October compared to 9% lower for the 6 months to 30 June as reported in the interim results.

Surveying services for private buyers are continuing to build in line with our expectations.

Outlook

Market conditions are challenging and uncertain and LSL has an increasingly cautious view of 2012. The current housing market continues to be impacted by the continued shortage of available mortgage finance, the general economic uncertainty and the increasing pressure on household budgets and consumer confidence.

Against this difficult backdrop, LSL will continue to focus on growing market share and profitability in Estate Agency, developing surveying services for private buyers and capitalising on the growth opportunities arising from the Marsh and Parsons acquisition. The Group is well positioned to increase shareholder value through delivery of these initiatives." 

 (1) Source: Bank of England

b) Marsh & Parsons

For the nine months ended 30^th September 2011, Marsh & Parsons delivered unaudited revenue of £20.2m (nine months ended 30^th September 2010: £17.6m) and EBITDA of £6.1m (nine months ended 30^th September 2010: £5.3m), representing an EBITDA margin of 30.1% (2010: 30.1%). Revenue in both the sales and lettings divisions are higher than that achieved in the first nine months of 2010.

9.             General meeting:

Completion of the Transaction is subject to Shareholder approval being obtained at the General Meeting which is to be convened at 10am 22^nd November 2011. A copy of the Notice is available at www.lslps.co.uk.

10.          Recommendation & action to be taken:

The Board consider the Transaction and the establishment of the 2011 EBT to be in the best interests of Shareholders. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions. The Directors, who together own in aggregate approximately 19.4% of the issued share capital of LSL, have irrevocably undertaken to vote in favour of the Resolutions. 

APPENDIX 1

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION

A.      Summary of the key terms of the Acquisition Agreement

Under the terms of the Acquisition Agreement, Newco (a wholly owned subsidiary of LSL) will pay the Marsh & Parsons Shareholders £50.0m for the entire issued share capital of Marsh & Parsons on a debt free basis. Newco is a newly incorporated company, in which, immediately following Completion, LSL will have all of the Economic Value and the majority of the voting rights.

The consideration payable pursuant to the Acquisition consists of:

(i)       "initial consideration" of £51,669,000;

(ii)      "per diem consideration", which is linked to the "locked box mechanism" (further details of which are summarised below) and which is calculated based on the number of days that have elapsed since 1^st August 2011 to the date of Completion (the "initial consideration" and "per diem consideration" together being the "Completion Consideration"); and

(iii)     "deferred claim consideration", which shall become payable to the Marsh & Parsons Shareholders, in the event that Marsh & Parsons recovers payment from a third party in respect of a claim relating to Norland Square (being a claim made by Marsh & Parsons in relation to the renewal of a lease at 57 Norland Square). In such circumstances, Newco shall pay an amount equal to any such payment received (less costs, expenses or tax actually suffered thereon in recovering or obtaining such payment) in cash to all Marsh & Parsons Shareholders, save in respect of Liza-Jane Kelly and Peter Rollings, whose proportion of the deferred claim consideration shall be satisfied by the issue of Norland Square Loan Notes (in addition to those LJK Loan Notes issued in partial satisfaction of the Completion Consideration, further details of which are set out below).

The Completion Consideration shall be satisfied by Newco on Completion in a number of ways, namely by:

(i)       cash, payable to certain of the Marsh & Parsons Shareholders (excluding Liza-Jane Kelly);

(ii)      the issue of the Loan Notes to the Marsh & Parsons Management Shareholders;

(iii)     the issue of the LJK Loan Notes to Liza-Jane Kelly;

(iv)      the issue of the Growth Shares to the Marsh & Parsons Management Shareholders and Deferred Shares to Liza-Jane Kelly, and;

(v)      the payment of the retention of £950,000 in cash into a joint retention account (further details of which are summarised below).

There is provision for a cash retention of £950,000 of the Completion Consideration payable to be paid into a retention account on Completion, by way of security for Newco in respect of any claims under the Acquisition Agreement. Such account will be held in the joint names of Newco's and the Marsh & Parsons Shareholder's solicitors and the retention will be held subject to their joint instructions. In addition to the £950,000 cash retention, Liza-Jane Kelly's proportionate contribution to the retention (being an extra £50,000) will be satisfied by the issue of LJK Loan Notes rather than cash. Such loan notes may be redeemed within 12 months from the date of Completion and the cash will then be paid into the retention account (see further paragraph C below).

The provisions relating to the retention account provide that in the event of any breach by the Marsh & Parsons Management Shareholders of the Acquisition Agreement which becomes a settled claim, LSL shall be entitled to receive 95% of the value of such claim from the monies held in the retention account and shall be entitled to set off 5% of the value of such claim from the LJK Loan Notes (if Liza-Jane Kelly has not already received such notes and transferred £50,000 into the retention account) in complete or partial satisfaction of such settled claim. In the event that Liza-Jane Kelly has already paid in the £50,000 (following redemption of the LJK Notes) into the retention account, then LSL shall be entitled to receive 100% of the value of such claim from the monies held in the retention account (subject to a maximum value of the retention, being £1.0m).

In the event that there are no unagreed claims outstanding between the parties on 1^st April 2013, then any monies remaining in the retention account shall be released to the Marsh & Parsons Shareholders.

In the event that there are any unagreed claims outstanding between the parties on 1^st April 2013, then a sum equal to the estimated unagreed amount shall remain in the retention account until such claim is agreed, settled or abandoned. Upon the last to be agreed, settled or abandoned of any such unagreed claim, the amount then standing to the credit of the retention account (if any) shall be released to the Marsh & Parsons Shareholders.

Completion of the Acquisition Agreement is conditional upon the approval of (a) the Shareholders at the General Meeting; and (b) Newco not becoming aware of any third party interest over the Marsh & Parsons shares prior to the date of Completion, other than the interests which have already been disclosed to Newco and which are to be released on Completion.

If such Shareholder approval is not obtained by 5pm on 30^th November 2011, the Marsh & Parsons Shareholders may either postpone Completion until such later date as is agreed with Newco or terminate the Acquisition Agreement. If condition (b) is not satisfied, Newco may terminate the Acquisition Agreement. The date of Completion is anticipated to be 22^nd November 2011.

The Marsh & Parsons Shareholders shall procure that the Marsh & Parsons Group is conducted in the ordinary course of business and that it complies with pre Completion restrictions and pre Completion obligations during the interregnum period and prior to Completion. They also agree to consult and cooperate with the Company during this period in relation to all material matters concerning the running of the Marsh & Parsons business.

The Acquisition Agreement contains a "locked box" mechanism, pursuant to which the Marsh & Parsons Shareholders jointly and severally warrant to Newco that during the period between 31^st July 2011 (the date to which the management accounts of Marsh & Parsons have been made up) and Completion, Marsh & Parsons has not, inter alia, created any encumbrances over any of its assets or transferred any of its assets; made any dividend, distribution or other payment (save for those permitted); made any payment in respect of its share capital; incurred any borrowings; or assumed any liabilities or waived any debt due to Marsh & Parsons. In the event that any such warranties are breached, the Marsh & Parsons Shareholders agree to pay on demand an amount equivalent to any loss, cost or expense incurred or suffered by Marsh & Parsons or a subsidiary where such would not have occurred had such warranties been true.

The Acquisition Agreement also provides:

1.       for warranties (which are customary for an agreement of this nature) to be provided by the Marsh & Parsons Shareholders in relation to, inter alia, accounting, taxation, property, employment, insurance, litigation, intellectual property and trading matters;

2.       for Newco to provide certain warranties (which are customary for an agreement of this nature) to the Marsh & Parsons Shareholders confirming constitutional authority to enter into the Acquisition Agreement;

3.       for indemnities (which are customary for an agreement of this nature) to be provided by the Marsh & Parsons Shareholders to protect against any liability arising from, inter alia:

3.1     any claims, losses, expenses, costs or fines suffered by any member of the LSL Group which arises as a result of any terms and conditions of business or other agreement ("Unenforceable Agreement") with customers who were put into such terms and conditions or who entered into such agreement prior to Completion being held, alleged or threatened as being unenforceable;

3.2     any regulatory action in connection with an Unenforceable Agreement; and

3.3     any of the shares in Marsh & Parsons being subject to an encumbrance which is not released on Completion;

4.       that save in respect of claims relating to covenants regarding the ownership and good title of Marsh & Parsons shares, the transfer of such shares free from all encumbrances and the sale and purchase of all such shares simultaneously, that the aggregate liability of the Marsh & Parsons Shareholders in respect of all claims under the Acquisition Agreement shall not exceed an amount equal to sixty per cent of the sum of the Completion Consideration;

5.       that no amount shall be payable by the Marsh & Parsons Shareholders unless and until the aggregate liability of the Marsh & Parsons Shareholders under all qualifying warranty claims exceeds £100,000 whereupon the Marsh & Parsons Shareholders shall be liable for both the initial £100,000 and the excess;

6.       that the Marsh & Parsons Shareholders shall not be liable for any warranty claims following 31^st March 2013 except in respect of a claim under the tax warranties where the Marsh & Parsons Shareholders will remain liable until the sixth anniversary of Completion;

7.       that the Marsh & Parsons Shareholders shall have no liability for a claim under the indemnities unless written notice is received from Newco on or before the second anniversary of Completion; and

8.       that the Marsh & Parsons Shareholders will provide non compete and non solicitation covenants which will apply for a period of 12 months post Completion (24 months in respect of non-solicitation of Marsh & Parsons employees).

B.      Summary of the key terms of the Loan Note Instrument

The Loan Notes will be issued by Newco to the Marsh & Parsons Management Shareholders in partial satisfaction of the Completion Consideration due to them pursuant to the Acquisition.

Save in respect of a Loan Note Holder who is deemed to be a "bad leaver" (as such term is defined in the paragraph below), interest shall accrue on the Loan Notes from the date of issue at a rate of 12% per annum. In each 365 day period the accrued but unpaid interest on the Loan Notes shall be rolled up and shall be paid in full by Newco on 31^st December 2020 or such earlier date on which the Loan Notes are redeemed.

A "bad leaver" includes any of the Marsh & Parsons Management Shareholders who ceases to be employed/engaged by Newco by reason of:

(i)             resignation (other than by way of normal retirement age or due to his personal incapacity as a result of illness or injury which renders him permanently unable to perform his duties as a director, employee or consultant (as the case may be), or due to his mental illness or injury (save where such illness or injury is as a direct result from abuse of alcohol or drugs); or

(ii)             summary dismissal for gross misconduct; or

(iii)            personal bankruptcy; or

(iv)            any person who is determined by the board of Newco (acting reasonably) to have breached the restrictive covenant clause of the Investment Agreement.

In the event that a Loan Note Holder is a "bad leaver", then interest shall accrue on the Loan Notes at a rate of 2% per annum (and not 12% per annum) at all times.

Unless previously redeemed, Newco shall redeem the whole of the outstanding principal amount of the Loan Notes together with any accrued but unpaid interest (after any necessary tax deductions) up to but excluding the date of redemption, on the earlier of:

1.       31^st December 2020; or

2.       the first to occur of either:

           (i) the original Loan Note Holder transferring full legal and beneficial title to all of his shares in Newco in accordance with the articles of association of Newco; or

          (ii) a sale of the entire issued share capital of Newco; or

          (iii) where the Note Holder is a "bad leaver", who leaves prior to 1^st January 2016, the earlier of:

                   (a) 30^th April 2016; or

                
(b) the completion of an event described in 2. (ii) above; or

                   (c) any date notified to Newco by a director of Newco appointed by LSL; or

(iv) where the note holder is a "bad leaver" and who leaves on or after 1^st January 2016, the earlier of:

(1) the date another note holder transfers full legal and beneficial title to all his shares in Newco in accordance with the articles of association of Newco; or

(2) any date notified by an investor director of Newco; or

(3) a sale of the entire issued share capital of Newco; or

(4) 31^st December 2020; or

     (v) where the Loan Note Holder is not a "bad leaver", the date on which any shares held by him are due to be unconditionally acquired by LSL in accordance with the articles of association of Newco.

There is a right of set off in the Loan Note Instrument which enables Newco to set off against the Loan Notes (including any accrued but unpaid interest), at any time following the date that is 12 months from the date of Completion, the amount of any sums due from that Loan Note Holder arising from a breach by such holder of any terms of the Acquisition Agreement and/or the Investment Agreement.

C.      Summary of the key terms of the LJK Loan Note Instrument

The LJK Loan Notes will be issued by Newco to Liza-Jane Kelly in:

(i)         partial satisfaction of the Completion Consideration; and

(ii)         satisfaction of her proportion of the retention monies (referred to in paragraph A of this Appendix 1 above).

Interest shall accrue on the LJK Loan Notes from the date of issue at a rate of 2% per annum until such loan notes are redeemed. The redemption date is the first anniversary of the date of issue of the LJK Loan Notes.

Upon redemption of the LJK Loan Notes, a sum equivalent to Liza-Jane Kelly's proportion of the retention monies shall be paid into the retention account to be dealt with in accordance with the joint instructions on such account.

D.      Summary of the key terms of the Norland Square Loan Note Instrument

The Norland Square Loan Notes will be issued by Newco to Peter Rollings and Liza-Jane Kelly in full satisfaction of any deferred claim consideration due to them pursuant to the Acquisition.

Interest shall accrue on the Norland Square Loan Notes from the date of issue at 2% per annum until they are redeemed. Redemption shall be;

(i)    in the case of Norland Square Loan Notes issued within 6 calendar months of the date of Completion, the first anniversary of the date of Completion; or

(ii)   in the case of Norland Square Loan Notes issued after the date which is 6 calendar months after the date of Completion, the date falling 6 months after the date of issue of the Norland Square Loan Notes.

E.       Summary of the key terms of the 2011 EBT

The 2011 EBT may subscribe for shares in the Enlarged Group (including Ordinary Shares or Growth Shares) or may purchase shares in the market in order to satisfy awards made to employees. In respect of shares acquired by subscription, the subscription price to be paid by the 2011 EBT will be the market value of the shares (such as Ordinary Shares or Growth Shares) on the day that the awards are made.

The trustee of the 2011 EBT will be Kleinwort Benson (Jersey) Trustees Limited, an independent trustee company based in Jersey.

The beneficiaries of the 2011 EBT will include employees and former employees of the Enlarged Group and certain of their relatives, other than those employees or relatives that are tax resident in Jersey. The benefits under the 2011 EBT will not be pensionable.

By the terms of the trust instrument, the trustee has absolute discretion to apply the trust fund for the benefit of the beneficiaries in such manner as the trustee thinks fit. In particular, the 2011 EBT:

(a)      may acquire and hold shares in the Enlarged Group (including Ordinary Shares and Growth Shares) on behalf of beneficiaries;

(b)      may grant options over or transfer shares in the Enlarged Group (including Ordinary Shares and Growth Shares) to beneficiaries;

(c)      may transfer the trust fund to trustees of other settlements for the benefit of the same class of beneficiaries; and

(d)      may pay taxes.

The duration of the 2011 EBT is eighty years.

The 2011 EBT will not hold more than 5% of the issued Ordinary Shares without Shareholder approval and the trustees of the 2011 EBT will not exercise any voting rights in respect of Ordinary Shares and Growth Shares held in the 2011 EBT from time to time except for Ordinary Shares and Growth Shares which are beneficially owned by any beneficiary of the 2011 EBT and in relation to which the 2011 EBT has received voting instructions from the beneficiary.

LSL (or other Group Companies) will fund the 2011 EBT to enable it to acquire Growth Shares. A copy of the deed relating to the 2011 EBT will be made available for inspection at the offices of DLA Piper UK LLP, Princes Exchange, Princes Square, Leeds, LS1 4BY during usual business hours on any weekday from the date of publication of this announcement (public holidays excepted) until the close of the General Meeting and will also be available at the General Meeting for at least 15 minutes before and during the General Meeting.

F.       Summary of the key terms of the Investment Agreement:

The Investment Agreement is conditional upon:

(i)       the Acquisition Agreement and related documents being executed by the parties to them and becoming unconditional in all respects subject only to the payment of the Completion Consideration;

(ii)      Peter Rollings subscribing for 85,426 B1 Growth Shares and 170,492 C Growth Shares and Liza-Jane Kelly subscribing for 62,826 B2 Growth Shares, 35,483 C Growth Shares and 10,000 Deferred Shares, the subscription monies in respect of which shall be satisfied by applying £0.4m of the Completion Consideration due to them under the Acquisition Agreement in exchange for the acquisition of the shares in Marsh & Parsons;

(iii)     the issue of £5,083,368 Loan Notes to Peter Rollings, £1,062,405 Loan Notes to Liza-Jane Kelly and £1,494,026 LJK Loan Notes to Liza-Jane Kelly; and

(iv)      the fulfilment of certain preconditions set out in the Investment Agreement (including, inter alia, the appointment of Liza-Jane Kelly and Peter Rollings to the board of Newco and the adoption of the new articles of association of Newco).

Subject  to the completion of items (i) to (iv) above, LSL agrees to subscribe for 1,108,273 A Shares and 500,000 Deferred Shares on completion of the Investment Agreement, all such shares having the rights as set out in the articles of association of Newco.

Following completion of the Investment Agreement, Michael Baulk (who shall be appointed as chairman of Newco) shall subscribe for 19,500 C Shares and such shares shall be issued and allotted to Michael Baulk credited as fully paid upon receipt of the sum of £19,500 from the same. In addition, the 2011 EBT shall subscribe for 143,000 C Growth Shares and such shares shall be issued and allotted to 2011 EBT and these shares, in due course, shall be distributed to current and future management of Marsh & Parsons in accordance with the planned incentive arrangements.

The Investment Agreement also provides:

1.       for warranties (which are customary for an agreement of this nature) to be provided by the Marsh & Parsons Management Shareholders in relation to, inter alia, personal warranties (which are customary for an agreement of this nature) regarding authority and good standing to enter into the agreement, warranties (which are customary for an agreement of this nature) relating to Newco's authority and good standing to enter into the agreement, conduct of Newco prior to the date of the Investment Agreement and non-insolvency of Newco and warranties (which are customary for an agreement of this nature) as to the accuracy of information produced by or for the Marsh & Parsons Management Shareholders;

2.       that for so long as the Marsh & Parsons Management Shareholders hold any Growth Shares, LSL and the Marsh & Parsons Management Shareholders undertake to procure that Newco and its subsidiaries shall be managed subject to certain restrictions (which are customary for an agreement of this nature), which can only be carried out with the prior consent of a majority of the board of Newco or with investor consent (as appropriate);

3.       that the maximum aggregate liability of each of the Marsh & Parsons Management Shareholders for breach of the warranties shall be limited by the amount set opposite each persons' name in schedule 1 to the Investment Agreement. The Marsh & Parsons Management Shareholders shall not be liable for any breach of warranty unless the amount of such claim (when aggregated with any other claims by LSL) exceeds £35,000. In the case of dishonest concealment or fraud, the limitations shall not apply;

4.       that Newco undertakes to LSL to provide LSL with all relevant financial and accounting information and to keep LSL informed of the progress of its business and affairs;

5.       that Newco undertakes to LSL to comply with certain positive covenants and negative covenants relating to the proper running of the business that are customary for an agreement of this nature;

6.       that the Marsh & Parsons Management Shareholders each covenant with LSL and Newco, inter alia, to devote the whole of his working time, attention and skill to the Marsh & Parsons business, keep all information confidential and not to damage the goodwill of the business and each agrees to be bound by non-competition and non-solicitation covenants for a period of three years after the date of Completion or, if earlier, upon the expiry of a period of one year following a transfer of all his shares in Newco. They also each agree to procure the compliance of the obligations imposed by the Investment Agreement upon Newco and to comply with their own obligations as shareholders of Newco;

7.       that at least one director appointed by LSL must be present at board meetings of Newco in order for any such meeting to be quorate; and

8.       that any person wishing to become a shareholder of Newco must enter into a deed of adherence to the Investment Agreement and agree to be bound by its terms.

G.      Retention of Marsh & Parsons management team

It is intended that, in due course, members of the current and future Marsh & Parsons management team will be invited to apply for "C" Growth Shares held by the 2011 EBT as part of a package of measures designed to incentivise all of the current and future management of Marsh & Parsons.

Holders of Growth Shares will have the option to sell their Growth Shares to LSL for cash during the first 6 months of each calendar year between 1^st January 2016 and 30^th June 2020 at their discretion at a price determined by an agreed formula ("Price"). The calculation of the Price will be made with reference to the time that has elapsed since Completion and the audited accounts of Marsh & Parsons in respect of the financial period ended immediately prior to the date of sale.

The Hurdle Value will be £78.0m as at 31^st December 2015 and it will be increased by circa 10% per annum for each completed year post such period. The Price will be calculated by multiplying the actual EBITDA of Marsh & Parsons (as shown in the audited accounts for Marsh & Parsons in respect of the immediately preceding financial year) by an agreed multiple and adding the net cash generated in Marsh & Parsons from the date of Completion to the exit date. The agreed multiple applied to the EBITDA of Marsh & Parsons in calculating the Price will range from 6.5 to 8.0 based on incremental levels of EBITDA.

As stated above, as part of the consideration for the Marsh & Parsons shares which will be acquired by Newco at Completion, Newco will issue loan notes to the Marsh & Parsons Management Shareholders of an aggregate nominal value of £7.6m. The Loan Notes and the LJK Loan Notes will accrue interest at 12% and 2% respectively per annum on a rolled-up basis and the Loan Notes and LJK Loan Notes held by Marsh & Parsons Management Shareholders will be purchased (for an amount equal to their face value plus accrued and unpaid interest) by LSL at the same time as it purchases the Growth Shares from the Marsh & Parsons Management Shareholders.

In the event that a holder of any Growth Shares is employed by Marsh & Parsons and ceases to be employed before transferring his Growth Shares to LSL, the treatment of his Growth Shares varies by reference to the circumstances of his departure.

If the individual is a "bad leaver" (as such term is described in paragraph B of this Appendix 1 above) then he will (at the discretion of Newco) be required to offer his entire holding of Growth Shares for sale at the lower of:

(i)         the price originally subscribed for such Growth Shares to the 2011 EBT; and

(ii)         the Price.

A person who leaves for any other reason ("Leaver") shall be obliged to transfer his Growth Shares (at the discretion of Newco) for sale at the higher of:

(i)         the price originally subscribed for such Growth Shares; and

(ii)         the Price.

APPENDIX 2

SCHEDULE OF DEFINITIONS

"2011 EBT"                                       the 2011 LSL employee benefit trust, the key terms of which are summarised in Appendix 1 of this announcement

"A Shares"                                       the A ordinary shares of £0.001 each in Newco

"Acquisition"                                    the proposed acquisition by Newco of the entire issued share capital of Marsh & Parsons pursuant to the Acquisition Agreement and the Investment Agreement

"Acquisition Agreement"                 the conditional share sale and purchase agreement in respect of the Acquisition dated 4^th November 2011 between, inter alia, the Marsh & Parsons Shareholders and Newco relating to the Acquisition, the principal terms of which are described in Appendix 1 of this announcement

"B1 Growth Shares"                         the B ordinary shares of £0.001 each in Newco, designated as B1 shares

"B2 Growth Shares"                         the B ordinary shares of £0.001 each in Newco, designated as B2 shares

"Board"                                            the board of directors of LSL

"C Growth Shares"                           the C ordinary shares of £0.001 each in Newco

"Circular"                                         the circular document sent to LSL shareholders on 4^th November 2011 describing the Transaction (including proposed acquisition of Marsh & Parsons)

"Completion"                                   completion of the Transaction

"Completion Consideration"            together the initial consideration and the per diem consideration payable pursuant to the terms of the Acquisition Agreement, both of which are summarised in Appendix 1 of this announcement

"Directors"                                       the directors of LSL

"Deferred Shares"                            the deferred ordinary shares of £0.001 each in Newco

"EBITDA"                                          earnings before interest, taxes, depreciation and amortisation

"Economic Value"                            entitlement to receive dividends if any are available and their share of the equity value of Newco should the business be sold or liquidated

"Enlarged Group"                            the LSL Group following Completion

"Ernst & Young"                               Ernst & Young LLP, reporting accountants and sponsor to LSL

"Estate Agency Division"                  includes LSL's core estate agency, lettings, financial services, LPA fixed charge receiver and repossessions asset management businesses

"Executive Directors"                       means the executive Directors

"FSA"                                               Financial Services Authority

"FSMA"                                            Financial Services and Markets Act 2000

"Form of Proxy"                               the form of proxy accompanying the Circular to be used by Shareholders in relation to the General Meeting

"Foxtons"                                         Foxtons Limited, a company registered in England and Wales with the number 01680058

"General Meeting"                           a general meeting of LSL to be held at 10 am on 22^nd November 2011 for the purpose of approving the Resolutions

"Growth Shares"                              means B1 Growth Shares, B2 Growth Shares and C Growth Shares in Newco

"Hurdle Value"                                 means £53.0m as at 31^st December 2011 plus circa 10% per annum

"Investment Agreement"                  the conditional agreement to be entered into on Completion between (1) Marsh & Parsons Management Shareholders (2) LSL (3) Newco, the principle terms of which are summarised in Appendix 1 of this announcement

 "LJK Loan Notes"                            the £1.5m loan notes issued by Newco which carry 2% interest, constituted by the LJK Loan Note Instrument

"LJK Loan Note Instrument"            the loan note instrument to be entered into by Newco on Completion in relation to the LJK Loan Notes

"Loan Note Holder"                          means a holder of Loan Notes

"Loan Notes"                                    the £6,145,773 12% fixed rate unsecured loan notes 2020, constituted by the Loan Note Instrument

"Loan Note Instrument"                   the loan note instrument to be entered into by Newco on Completion in relation to the Loan Notes

"London Stock Exchange"               the London Stock Exchange plc

"LPA"                                               Law of Property Act 1925

"LSL" or "Company"                       LSL Property Services plc, a company registered in England and Wales with the number 05114014

"LSL Group" or "Group"                  LSL and its subsidiary companies (and Group Company means any one of them)

"Marsh & Parsons"                           Marsh & Parsons Limited, a company registered in England and Wales, company number 05377981

"Marsh & Parsons Group"                Marsh & Parsons and its subsidiary companies

"Marsh & Parsons Management       Peter Rollings and Liza-Jane Kelly

Shareholders"                                 

"Marsh & Parsons Shareholders"     Sherry FitzGerald, Peter Rollings and Liza-Jane Kelly

"Newco"                                           LSL PS Limited, a company registered in England and Wales with company number 07815928, being a wholly owned subsidiary of LSL, incorporated for the purpose of acquiring the entire issued share capital of Marsh & Parsons under the terms of the Acquisition Agreement

"Newco Shares"                               shares in Newco, being A Shares and the Growth Shares

"Norland Square Loan Notes"          the loan notes issued by Newco which carry 2% interest, constituted by the Norland Square Loan Note Instrument

"Norland Square Loan Note             the loan note instrument to be entered into by Newco on

Instrument"                                      Completion in relation to the Norland Square Loan Notes

"Notice of General Meeting"            the notice of General Meeting set out at the end of the Circular

"Ordinary Shares"                            0.2p ordinary shares in LSL

"Resolutions"                                   a resolution to approve the Transaction and a resolution to establish the 2011 EBT to be proposed at the General Meeting, as set out in the Notice of General Meeting

"Shareholders"                                the shareholders of LSL

"Sherry FitzGerald"                         Sherry FitzGerald Holdings Limited, a company registered in the Republic of Ireland with company number 368520

"Surveying Division"                        LSL's surveying and valuations businesses

"Transaction"                                   entry into the Acquisition Agreement by Newco and Marsh & Parsons Shareholders and entry into the Investment Agreement by LSL and Marsh & Parsons Management Shareholders

"UKLA"                                             the UK Listing Authority

"Unenforceable Agreement"            as defined in Appendix 1 of this announcement

"Vanstons"                                       Vanstons Limited a company registered in England and Wales, company number 02277731

Ernst & Young LLP, which is authorised and regulated by the Financial Services Authority, is acting for LSL Property Services plc and for no-one else in connection with the contents of this document and will not be responsible to anyone other than LSL Property Services plc for providing the protections afforded to clients of Ernst & Young LLP, or for providing advice in relation to the contents of this document or any matters referred to herein. 

 

END

 

 

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