Notice of Separate Meetings
British Land Co PLC
30 March 2001
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS.
IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY ARE
RECOMMENDED TO SEEK THEIR OWN FINANCIAL ADVICE IMMEDIATELY FROM THEIR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER
AUTHORISED UNDER THE FINANCIAL SERVICES ACT 1986 IF THEY ARE IN THE UNITED
KINGDOM, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL
ADVISER.
NOTICE OF SEPARATE MEETINGS
of the holders of the
£150,000,000 12 1/2 per cent. Bonds 2016
(the '2016 Bondholders' and the '2016 Bonds')
ISIN: XS0031772113
and
of the holders of the
£150,000,000 8 7/8 per cent. Bonds 2023
(the '2023 Bondholders' and the '2023 Bonds')
ISIN: XS0047184964
of
THE BRITISH LAND COMPANY PLC
(the 'Issuer')
Two Special Committees of the Association of British Insurers (ABI) examined
the Proposals set out in this Notice of Separate Meetings prior to publication
of this Notice and found them to be acceptable. The members of such Committees
(who represent approximately £52.1 million and £57.7 million respectively in
nominal amount which is equivalent to 34.8 per cent. and 38.5 per cent.
respectively of the aggregate nominal amount of the 2016 Bonds and the 2023
Bonds for the time being outstanding) 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 who hold 2016
Bonds and 2023 Bonds.
NOTICE IS HEREBY GIVEN to the 2016 Bondholders that a Meeting of the 2016
Bondholders convened by the Issuer will be held at the offices of UBS Warburg,
1 Finsbury Avenue, London EC2M 2PP on 25 April 2001 at 10.30 am (London time)
for the purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an Extraordinary Resolution in accordance
with the provisions of the Trust Deed dated 8 May 1991 made between the Issuer
and The Law Debenture Trust Corporation p.l.c., as trustee for the 2016
Bondholders, as supplemented by a First Supplemental Trust Deed dated 12
August 1991, a Second Supplemental Trust Deed dated 22 September 1994 and a
Third Supplemental Trust Deed dated 25 November 1996 each made between the
same parties and together constituting the 2016 Bonds:
EXTRAORDINARY RESOLUTION
'THAT this Meeting of the holders of £150,000,000 12 1/2 per cent. Bonds 2016
(the 'Bonds') of The British Land Company PLC (the 'Issuer') constituted by
the Trust Deed dated 8 May 1991 (the 'Principal Trust Deed') and made between
the Issuer and The Law Debenture Trust Corporation p.l.c. (the 'Trustee') as
supplemented by a First Supplemental Trust Deed dated 12 August 1991 (the
'First Supplemental Trust Deed'), a Second Supplemental Trust Deed dated 22
September 1994 and a Third Supplemental Trust Deed dated 25 November 1996 each
made between the same parties, HEREBY RESOLVES:
(a) to sanction and approve the modification to the terms and conditions of
the Bonds set out in the Second Schedule to the Principal Trust Deed and
the Second Schedule to the First Supplemental Trust Deed and on the Bonds
by the insertion after the existing Condition 6(2) of the following:
'6(2)(A)(a) Any subsidiary of the Issuer may purchase all but not some only of
the outstanding Bonds on the Purchase Date at a price equal to:
(1) par; or, if higher
(2) that price (expressed as a percentage and rounded to three
decimal places (0.0005 being rounded down)) at which the Gross
Redemption Yield on the Bonds, if they were purchased at such
price on the Relevant Date for settlement on the Purchase Date,
is equal to the Gross Redemption Yield of the Reference Stock
on the Relevant Date on the basis of the middle market price of
the Reference Stock prevailing at or about 3.00 pm (London
time) on the Relevant Date for settlement on the Purchase Date,
as determined by UBS Warburg (and reported in writing to the
Issuer and the Trustee) plus 210 basis points,
together in each case with an amount equal to all accrued and
unpaid interest on the Bonds to but excluding the Purchase Date;
(b) For the purposes of Condition 6(2)(A)(a):
'Gross Redemption Yield' on the Bonds and the Reference Stock will
be expressed as a percentage. For the Reference Stock it will be
calculated on the basis set out by the United Kingdom Debt
Management Office in the paper 'Formulae for Calculating Gilt
Prices from Yields' page 4, Section one: Price/Yield Formulae
'Conventional Gilts; Double-dated and Undated Gilts with Assumed
(or Actual) Redemption on a Quasi-Coupon Date' (published 8/6/
1998). For the Bonds, it will be calculated on the basis indicated
by the Joint Index and Classification Committee of the Institute
and Faculty of Actuaries as reported in the Journal of the
Institute of Actuaries, Vol. 105, Part 1, 1978, page 18;
'Purchase Date' shall mean the third Business Day after the
Relevant Date;
'Reference Stock' shall mean the 8 per cent. Treasury Stock 2015;
'Relevant Date' shall mean the date specified in a notice to the
Bondholders in a notice published in the Financial Times within 30
days after the meeting of the Bondholders at which the
Extraordinary Resolution by which this Condition 6(2)(A) was
adopted and which Extraordinary Resolution has become effective in
accordance with its terms, which date shall be the date of
publication of such notice or if such day is not a Business Day,
the next following Business Day:
(c) The Issuer shall be obliged to purchase all but not some only of
the outstanding Bonds on the Purchase Date at the price specified
in Condition 6(2)(A)(a) above if they are not so purchased on the
Purchase Date by a subsidiary of the Issuer. Failure by the Issuer
to make such payment on such date by making available the relevant
moneys to the Paying Agents for payment, where the subsidiary has
failed to do so, or payment of the purchase price being improperly
withheld or refused upon surrender of the relevant Bonds by any
Bondholder shall constitute an additional Event of Default under
Condition 10, and the Bonds shall automatically become immediately
due and repayable on such date at a price equal to the purchase
price due to be paid by the Issuer, together with accrued interest
to the date of actual redemption (to the extent that such interest
is not included in the purchase price);
(d) On the Purchase Date, each Bondholder shall be obliged to surrender
the Bonds held by such Bondholder to or to the order of the
subsidiary of the Issuer making such purchase, or, if the purchase
is made by the Issuer under Condition 6(2)(A)(c), to or to the
order of the Issuer, in each case in accordance with Condition 5
provided in each case that the purchase price is available to be
paid to Bondholders by the Paying Agents as provided in Condition
5;
(e) It shall not be necessary on any purchase made under this Condition
6(2)(A) that all Coupons be attached to any Bond so purchased and
Condition 6(4) is amended accordingly.';
(b) to sanction and approve the modification to the terms and conditions of
the Bonds set out in the Second Schedule to the Principal Trust Deed and
the Second Schedule to the First Supplemental Trust Deed and on the Bonds
by the addition to Condition 5 of the following paragraph:
'Payment of the purchase price payable by a subsidiary of the Issuer upon
a purchase of all the Bonds pursuant to Condition 6(2)(A)(a) or by the
Issuer pursuant to Condition 6(2)(A)(c) will be made by the Paying Agents
in the same manner as payments of principal and interest are to be made
under this Condition 5. Accordingly, payment of the purchase price will
be made by the Paying Agents on the Purchase Date, and will be paid by
them to Bondholders only against surrender of their Bonds, which will be
held by the Paying Agents to the order of the subsidiary of the Issuer
making the purchase or the Issuer, as the case may be. If any Bond is
surrendered for payment of the purchase price without all relative
unmatured Coupons, then the provisions of Condition 5(A)(3) shall apply
mutatis mutandis. Provided that the Issuer has made payment to the Paying
Agents of the full amount due in respect of the Bonds and such amount
remains available for payment to the Bondholders, Bonds not so
surrendered to a Paying Agent shall not be considered outstanding for any
purpose and the Coupons appertaining thereto will be void unless and
until so surrendered and held to the order of the subsidiary of the
Issuer making the purchase or, as the case may be, the Issuer (in any
such case, unless payment of the purchase price and accrued interest is
improperly withheld or refused) and all payments by the Issuer of
principal, premium and interest on the Bonds (including those deemed
otherwise not to be outstanding) shall, following the Purchase Date,
subject as provided in the Trust Deed (as supplemented from time to time)
be paid by the Issuer to the subsidiary of the Issuer making the
purchase.';
(c) to authorise the Trustee to concur in and execute a Fourth Supplemental
Trust Deed in the form of the draft produced to this Meeting with such
modifications as the Trustee may require embodying the modifications to
the terms and conditions set out in paragraphs (a) and (b) of this
Extraordinary Resolution and to concur in and to execute and do all such
other deeds, instruments, acts and things that may be necessary or
expedient to carry out and give effect to this Extraordinary Resolution
or reasonably incidental thereto';
(d) to sanction and assent to every abrogation, modification, compromise or
arrangement in respect of the rights of the holders of the Bonds and the
holders of the interest coupons appertaining to the Bonds against the
Issuer or any of its property involved in or proposed to be effected by
this Extraordinary Resolution and its implementation; and
(e) that unless the Issuer decides otherwise and gives notice in writing of
such decision to the Trustee on the day on which this Extraordinary
Resolution is put to this Meeting or any adjourned Meeting, this
resolution shall be effective only if the extraordinary resolution to be
put to holders of the 8 7/8 per cent. Bonds 2023 (the '2023 Bonds') of
the Issuer in the notice of meeting that convened this Meeting is passed
at the meeting of such holders convened for 25 April 2001 or any
adjournment thereof in which event this Extraordinary Resolution shall be
effective from the first date upon which both this Extraordinary
Resolution and the extraordinary resolution of the holders of the 2023
Bonds have been passed'.
NOTICE IS HEREBY GIVEN to the 2023 Bondholders that a Meeting of the 2023
Bondholders convened by the Issuer will be held at the offices of UBS Warburg,
1 Finsbury Avenue, London EC2M 2PP on 25 April 2001 at 10.45 am (London time)
(or so soon thereafter as the meeting of the 2016 Bondholders is concluded or
adjourned) for the purpose of considering and, if thought fit, passing the
following resolution which will be proposed as an Extraordinary Resolution in
accordance with the provisions of the Trust Deed (the '2023 Trust Deed') dated
15 November 1993 made between the Issuer and Royal Exchange Trust Company
Limited, as trustee for the 2023 Bondholders, and constituting the 2023 Bonds:
EXTRAORDINARY RESOLUTION
'THAT this Meeting of the holders of £150,000,000 8 7/8 per cent. Bonds 2023
(the 'Bonds') of The British Land Company PLC (the 'Issuer') constituted by
the Trust Deed dated 15 November 1993 (the 'Trust Deed') and made between the
Issuer and Royal Exchange Trust Company Limited (the 'Trustee'), HEREBY
RESOLVES:
(a) to sanction and approve the modification to the terms and conditions
of the Bonds set out in the Second Schedule to the Trust Deed and the
Second Schedule to the First Supplemental Trust Deed and on the Bonds
by the insertion after the existing Condition 6(2) of the following:
'6(2)(A) Any subsidiary of the Issuer may purchase all but not some only of
(a) the outstanding Bonds on the Purchase Date at a price equal to:-
(1) par; or, if higher
(2) that price (expressed as a percentage and rounded to three
decimal places (0.0005 being rounded down)) at which the Gross
Redemption Yield on the Bonds, if they were purchased at such
price on the Relevant Date for settlement on the Purchase Date,
is equal to the Gross Redemption Yield of the Reference Stock on
the Relevant Date on the basis of the middle market price of the
Reference Stock prevailing at or about 3.00 pm (London time) on
the Relevant Date for settlement on the Purchase Date, as
determined by UBS Warburg (and reported in writing to the Issuer
and the Trustee) plus 215 basis points,
Together in each case with an amount equal to all accrued and unpaid
interest on the Bonds to but excluding the Purchase Date;
(b) For the purposes of Condition 6(2)(A)(a):
'Gross Redemption Yield' on the Bonds and the Reference Stock will
be expressed as a percentage. For the Reference Stock it will be
calculated on the basis set out by the United Kingdom Debt
Management Office in the paper 'Formulae for Calculating Gilt Prices
from Yields' page 4, Section one: Price/Yield Formulae 'Conventional
Gilts; Double-dated and Undated Gilts with Assumed (or Actual)
Redemption on a Quasi-Coupon Date' (published 8/6/1998). For the
Bonds, it will be calculated on the basis indicated by the Joint
Index and Classification Committee of the Institute and Faculty of
Actuaries as reported in the Journal of the Institute of Actuaries,
Vol. 105, Part 1, 1978, page 18;
'Purchase Date' shall mean the third Business Day after the Relevant
Date;
'Reference Stock' shall mean the 8 per cent. Treasury Stock 2021;
'Relevant Date' shall mean the date specified in a notice to the
Bondholders in a notice published in the Financial Times within 30
days after the meeting of the Bondholders at which the Extraordinary
Resolution by which this Condition 6(2)(A) was adopted and which
Extraordinary Resolution has become effective in accordance with its
terms, which date shall be the date of publication of such notice or
if such day is not a Business Day, the next following Business Day;
(c) The Issuer shall be obliged to purchase all but not some only of the
outstanding Bonds on the Purchase Date at the price specified in
Condition 6(2)(A)(a) above if they are not so purchased on the
Purchase Date by a subsidiary of the Issuer. Failure by the Issuer
to make such payment on such date by making available the relevant
moneys to the Paying Agents for payment, where the subsidiary has
failed to do so, or payment of the purchase price being improperly
withheld or refused upon surrender of the relevant Bond by any
Bondholder shall constitute an additional Event of Default under
Condition 10, and the Bonds shall automatically become immediately
due and payable on such date at a price equal to the purchase price
due to be paid by the Issuer, together with accrued interest to the
date of actual redemption (to the extent that such interest is not
included in the purchase price);
(d) On the Purchase Date, each Bondholder shall be obliged to surrender
the Bonds held by such Bondholder to or to the order of the
subsidiary of the Issuer making such purchase, or, if the purchase
is made by the Issuer under Condition 6(2)(A)(c), to or to the order
of the Issuer, in each case in accordance with Condition 5 provided
in each case that the purchase price is available to be paid to
Bondholders by the Paying Agents as provided in Condition 5;
(b) to sanction and approve the modification and amendment to the terms and
conditions of the Bonds set out in Second Schedule to the Trust Deed and
on the Bonds by the addition to Condition 5 of the following paragraph:
'Payment of the purchase price payable by a subsidiary of the Issuer
upon a purchase of all the Bonds pursuant to Condition 6(2)(A)(a) or by
the Issuer pursuant to Condition 6(2)(A)(c) will be made by the Paying
Agents in the same manner as payments of principal and interest are to
be made under this Condition 5. Accordingly, payment of the purchase
price will be made by the Paying Agents on the Purchase Date, and will
be paid by them to Bondholders only against surrender of their Bonds,
which will be held by the Paying Agents to the order of the subsidiary
of the Issuer making the purchase or the Issuer, as the case may be. If
any Bond is surrendered for payment of the purchase price without all
relative unmatured Coupons, then the provisions of Condition 5(3) shall
apply mutatis mutandis. Provided that the Issuer has made payment to the
Paying Agents of the full amount due in respect of the Bonds and such
amount remains available for payment to the Bondholders, Bonds not so
surrendered to a Paying Agent shall not be considered outstanding for
any purpose and the Coupons appertaining thereto will be void unless and
until so surrendered and held to the order of the subsidiary of the
Issuer making the purchase or, as the case may be, the Issuer (in any
such case, unless payment of the purchase price and accrued interest is
improperly withheld or refused) and all payments by the Issuer of
principal, premium and interest on the Bonds (including those deemed
otherwise not to be outstanding) shall, following the Purchase Date,
subject as provided in the Trust Deed (as supplemented from time to
time) be paid by the Issuer to the subsidiary of the Issuer making the
purchase.';
(c) to authorise the Trustee to concur in and execute a Supplemental Trust
Deed in the form of the draft produced to this Meeting with such
modifications as the Trustee may require embodying the modifications to
the terms and conditions set out in paragraphs (a) and (b) of this
Extraordinary Resolution and to concur in and to execute and do all such
deeds, instruments, acts and things that may be necessary or expedient
to carry out and give effect to paragraph (a) of this Extraordinary
Resolution or reasonably incidental thereto';
(d) to sanction and assent to every abrogation, modification, compromise or
arrangement in respect of the rights of the holders of the Bonds and the
holders of the interest coupons appertaining to the Bonds against the
Issuer or any of its property involved in or proposed to be effected by
this Extraordinary Resolution and its implementation; and
(e) that unless the Issuer decides otherwise and gives notice in writing of
such decision to the Trustee on the day on which this resolution is put
to this Meeting or any adjourned Meeting, this resolution shall be
effective only if the extraordinary resolution to be put to holders of
the 12 1/2 per cent. Bonds 2016 (the '2016 Bonds') of the Issuer in the
same notice of meeting as gives notice of this resolution is passed at
that meeting or any adjournment thereof in which event this
extraordinary resolution shall be effective from the first date upon
which both this Extraordinary Resolution and the extraordinary
resolution of the holders of the 2016 Bonds have been passed.'
VOTING AND QUORUM
1. The provisions governing the convening and holding of each Meeting are
set out in the Fourth Schedule to the 2016 Trust Deed or, as the case may
be, the 2023 Trust Deed, a copy of each of which is available for
inspection during normal business hours at the office of Simmons &
Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS or at the
Issuer's registered office at 10 Cornwall Terrace, Regent's Park, London
NW1 4QP on any weekday up to and including the date of the Meetings and
any adjourned Meetings and will also be available for inspection at the
Meetings and any adjourned Meetings.
A Bondholder wishing to attend and vote at the relevant Meeting in person
must produce at such Meeting either the Bond(s), or a valid voting
certificate or valid voting certificates issued by a Paying Agent
relevant to the Bond(s), in respect of which he wishes to vote.
Voting certificates may be obtained from Paying Agents set out below by
delivery to a Paying Agent of the relevant Bonds not less than 48 hours
before the time appointed for the holding of the relevant Meeting.
A Bondholder not wishing to attend and vote at the relevant Meeting in
person may either deliver his Bond(s) or voting certificate(s) to the
person whom he wishes to attend on his behalf or give a voting
instruction either on a voting instruction form (obtainable from the
Paying Agents set out below by the same time limit as applies for the
issue of a voting certificate) or in accordance with the procedures of
Clearstream Banking, societe anonyme ('Clearstream, Luxembourg') or
Euroclear Bank S.A./N.V. as operator of the Euroclear System
('Euroclear'), instructing a Paying Agent to appoint a proxy to attend
and vote at the relevant Meeting in accordance with his instructions.
An accountholder with Euroclear or Clearstream, Luxembourg (an
'Accountholder') who wishes to obtain a voting certificate or procure a
Paying Agent to appoint a proxy to attend and vote at the relevant
Meeting (or, if applicable, any adjourned such Meeting) on his behalf,
should not less than 48 hours before the time appointed for the holding
of the relevant Meeting (or, if applicable, any adjourned such Meeting)
and within the relevant time limit specified by Euroclear or Clearstream,
Luxembourg, as the case may be, request the relevant clearing system to
block the Bonds in his own account and to hold the same to the order or
under the control of the Principal Paying Agent.
An Accountholder whose Bonds have been so blocked will thus be able to
obtain a voting certificate from, or procure that a voting instruction is
given either by deposit of a voting instruction form with or otherwise in
accordance with the procedures of Euroclear or Clearstream, Luxembourg
to, the relevant Paying Agent.
Any Bond(s) so held and blocked for either of these purposes will be
released to the Accountholder by the relevant clearing system and any
Bonds delivered to a Paying Agent for the issue of a voting certificate
or voting instruction will be released to the relevant Bondholder (i) at
the conclusion of the relevant Meeting (or, if later, any adjourned such
Meeting) or (ii) (within the time limit specified by the relevant
clearing system if relevant) upon the surrender to the relevant Paying
Agent of the voting certificate(s) and if relevant, notification by the
relevant Paying Agent in the relevant clearing system of such surrender
or the compliance in such other manner with the rules of the relevant
clearing system or (iii) (within the time limit specified by the relevant
clearing system if relevant) upon the surrender not less than 48 hours
before the time appointed for the holding of the relevant Meeting (or, if
applicable, any adjourned such Meeting), of the voting instruction
receipt(s) issued by it in respect of such Bond(s) or (iv) upon such Bond
(s) ceasing in accordance with the procedures of the relevant clearing
system and with the agreement of such Paying Agent to be held to its
order or under its control; provided, however, in the case of (iii) and
(iv) above, that if the relevant Paying Agent has caused a block voting
instruction to be delivered to the Issuer in respect of such Bond(s) ,
such Bond(s) will not be released to the relevant Accountholder or
Bondholder unless and until the relevant Paying Agent has notified the
Issuer of the necessary revocation of or amendment to such block voting
instruction.
2. The quorum required at each Meeting for the purpose of passing the
relevant Extraordinary Resolution is one or more persons present holding
Bonds of the relevant series or voting certificates or being proxies and
holding or representing in the aggregate not less than two-thirds in
principal amount of the Bonds of such series for the time being
outstanding.
If within fifteen minutes (or such longer period not exceeding thirty
minutes as the Chairman of the relevant Meeting may decide) after the
time appointed for the relevant Meeting a quorum is not present, such
Meeting shall stand adjourned for such period, being not less than 14
clear days nor more than 42 clear days, and to such place, as may be
appointed by the Chairman of such Meeting either at or subsequent to such
Meeting and approved by the Trustee. At such adjourned Meeting the quorum
shall be one or more persons present holding Bonds of the relevant series
or voting certificates or being proxies and holding or representing in
the aggregate not less than one-third in principal amount of the Bonds of
such series for the time being outstanding.
3. Every question submitted to the relevant Meeting will be decided on a
show of hands unless a poll is duly demanded by the Chairman of such
Meeting, the Issuer, the Trustee or any person present holding a Bond of
the relevant series or a voting certificate or being a proxy (whatever
the principal amount of the Bonds of such series so held or represented
by him). On a show of hands every person who is present in person and
produces a Bond of the relevant series or voting certificate or is a
proxy shall have one vote. On a poll every person who is so present shall
have one vote in respect of each £1 in principal amount of Bonds of the
relevant series so produced or represented by the voting certificate so
produced or in respect of which he is a proxy.
4. To be passed in relation to the Bonds of the relevant series, the
relevant Extraordinary Resolution requires a majority in favour
consisting of not less than three-fourths of the persons voting upon a
show of hands or, if a poll is duly demanded, by a majority consisting of
not less than three-fourths of the votes cast on such poll. If passed,
the relevant Extraordinary Resolution will be binding on all the
Bondholders of the relevant series, whether or not present at the
relevant Meeting and whether or not voting, and upon all holders of
interest coupons appertaining thereto.
5. The attention of Bondholders is particularly drawn to the quorum required
for the Meeting and for any adjourned Meeting which is set out in
paragraph 2 above. Having regard to such requirements, Bondholders are
particularly requested to take steps to be represented at the Meeting, as
referred to above, as soon as possible or to attend in person.
6. The Bondholders will be notified by publication in the Financial Times of
the result of voting at the Meetings, within 14 days of such result being
known, but may contact the Principal Paying Agent at any time following
the conclusion of the Meetings for the purpose of ascertaining the result
of the voting at the Meetings.
CIRCULAR TO BONDHOLDERS
Bondholders should read the Circular to Bondholders which has been made
available to them and which is available for collection from the offices of
the Principal Paying Agent, the offices of Simmons & Simmons referred to
above, or at the Issuer's registered office referred to above during normal
business hours on any weekday (Saturdays, Sundays and bank and other public
holidays excepted) from the date hereof until the close of the 2023 Meeting or
any adjournment of either Meeting. The Circular will also be available for
inspection at the place of the Meetings for at least 15 minutes prior to and
during the Meetings. The Circular sets out in detail the reasons for the
proposals. In addition, copies of the Trust Deeds constituting the Bonds,
including the terms and conditions of the Bonds (and, in particular, Condition
6(2) thereof), are available for inspection by Bondholders at these places
during the same period.
The Circular includes a statement that the Issuer has been advised that the 12
per cent. Exchequer Stock 2013/17 is considered illiquid and has been declared
to be a 'rump' stock by the UK Debt Management Office, an executive agency of
the HM Treasury, with the result that gilt-edged market makers are no longer
obliged to make two way prices for it. Accordingly, the 12 per cent Exchequer
Stock 2013/17 is not considered appropriate for the calculation of the
purchase price of the 2016 Bonds and the Issuer has therefore decided that the
purchase price for the 2016 Bonds shall be determined instead by reference to
the gross redemption yield of the 8 per cent Treasury Stock 2015. In addition,
the Issuer has been advised that the 2023 Bonds trade against the 8 per cent.
Treasury Stock 2021 and not the 8 3/4 per cent. Treasury Stock 2017 and the
Issuer has therefore decided that the purchase price for the 2023 Bonds shall
be determined by reference to the 8 per cent. Treasury Stock 2021. The
Circular also includes a statement that, subsequent to their purchase by a
subsidiary of the Issuer or the Issuer, the Bonds will not be re-issued or
re-sold outside the Issuer's group.
This Notice is governed by, and shall be construed in accordance with, English
law.
Bondholders should contact the following for information on voting at the
Meetings:
Principal Paying Agent
The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
Contact: Michael Whelan
Tel No: 020 7777 5479
Fax No: 020 7777 5410/5420
Paying Agents
Bank Brussels Lambert S.A. Chase Manhattan Bank Luxembourg S.A.
Cours Saint-Michel 60 5 Rue Plaetis
B-1040 Brussels Luxembourg
Contact: Robertine Dubois Contact: Ralph Javaux
Tel No: +352 738 4818 Tel No: +352 46 268 5254
Fax No: +322 738 4635 Fax No: +352 46 268 5380
Clearing Systems
Euroclear Clearstream, Luxembourg
Contact: Listen Cheng Contact: Russel Callaway
Tel No: +322 224 1204 Tel No: +352 465 64316
Fax No: +322 224 1459 Fax No: +352 465 648 248
This Notice is given by:
The British Land Company PLC
10 Cornwall Terrace
Regent's Park NW1 4QP
Dated: 30 March 2001
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