16th Aug 2006 08:04
Capital & Counties PLC16 August 2006 NOTICE TO 2021 STOCKHOLDERS THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. THIS DOCUMENT DOES NOT COMPRISE A PROSPECTUS FOR THE PURPOSES OF ARTICLE 25(1)OF COMMISSION REGULATION 809/2004 IMPLEMENTING DIRECTIVE 2003/71/EC. THIS NOTICE DOES NOT CONSTITUTE AN OFFER FOR SALE OF SECURITIES AND IS BEINGFORWARDED TO U.S. PERSONS AND ITALIAN PERSONS SOLELY IN THEIR CAPACITY ASSTOCKHOLDERS (AS DEFINED BELOW) IN CONNECTION WITH THE MEETING (AS DEFINEDBELOW). NOTICE OF MEETING of the holders of the outstanding £80,000,000 111/4 per cent. First Mortgage Debenture Stock 2021 (the "Stock") issued by Capital & Counties Limited (formerly Capital & Counties plc) (the "Company")(incorporated with limited liability in England and Wales with registered number 00280739) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Stock and made between theCompany, Kestrel Properties Limited and The Law Debenture Trust Corporationp.l.c. (the "Trustee"), a meeting of the holders of the Stock (the "Stockholders") has been convened by the Company and will be held at the officesof Linklaters at One Silk Street, London EC2Y 8HQ on 13 September 2006 at 12.00noon (London time) for the purpose of considering and, if thought fit, passingthe resolution set out below which will be proposed as an ExtraordinaryResolution in accordance with the provisions of the Trust Deed. Interpretation Unless defined herein or the context otherwise requires, capitalised terms usedin this Notice bear the meanings given to them in the Trust Deed and, to theextent not defined therein, in the consent solicitation statement dated 16August 2006 (the "Consent Solicitation Statement") addressed by the Company tothe Stockholders and the holders of the £150,000,000 9 7/8 per cent. FirstMortgage Debenture Stock 2027 (the "2027 Stock"). References herein to the "Meeting" are to the meeting convened hereby of theStockholders and references herein to the "Extraordinary Resolution" are to theExtraordinary Resolution of the Stockholders in the form set out below. Extraordinary Resolution In relation to the Stockholders, the following Extraordinary Resolution will beconsidered and, if thought fit, passed at the relevant Meeting: "THAT thismeeting of the holders of the outstanding £80,000,000 11 1/4 per cent. FirstMortgage Debenture Stock 2021 (the "Stockholders" and the "Stock", respectively)of Capital & Counties Limited (formerly Capital & Counties plc) (the "Company")constituted by a trust deed dated 14 March 1991 (as amended and supplementedfrom time to time) (the "Trust Deed") made between the Company, KestrelProperties Limited and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for the Stockholders hereby: (A) assents to the modification of the conditions of the Stock (the "Conditions") by the addition thereto of a new provision giving the Company theright to redeem on the Settlement Date all but not some only of the Stock at therelevant Redemption Amount plus Accrued Interest and providing that suchredemption may be satisfied by: (a) the Company applying an amount equal to the Redemption Amount onthe Stockholder's behalf in subscribing for First Mortgage Debenture Stock 2027("New Stock") to be issued by Capital & Counties Debenture PLC (the "Issuer") onthe Settlement Date for delivery to the Stockholders in accordance with theprovisions of the subsection headed Terms of Redemption under the ProposedAmendments of the section headed The Proposals in the Consent SolicitationStatement (as defined in paragraph (G) below), in the case of a Stockholder: (i) who has delivered to the Registrar, together with thecertificate or certificates for the relevant Stock, a valid StockholderInstruction pursuant to which such Stockholder appoints the Chairman, or anyperson whom the Chairman may nominate, as its proxy to vote in respect of theProposed Amendments (which is not subsequently validly revoked) certifying that(x) such Stockholder is an Eligible Stockholder and (y) such Stockholder hasreceived and reviewed, and accepts the terms, conditions, risk factors and otherconsiderations of the Proposals; or (ii) whom the Company otherwise determines, in its sole discretion,is an Eligible Stockholder (such person having delivered to the Registrar,together with the certificate or certificates for the relevant Stock, a validStockholder Instruction pursuant to which such Stockholder appoints theChairman, or any person whom the Chairman may nominate, as its proxy to vote inrespect of the Proposed Amendments (which is not subsequently validly revoked)certifying that such Stockholder has received and reviewed, and accepts theterms, conditions, risk factors and other considerations of the Proposals); or (b) delivery of cash (in the same manner as interest is currentlypaid to it), on the Settlement Date to the Stockholders in accordance with theprovisions of the subsection headed Terms of Redemption under the ProposedAmendments of the section headed The Proposals in the Consent SolicitationStatement (as defined in paragraph (G) below) in the case of a Stockholder: (i) who has delivered to the Registrar, together with thecertificate or certificates for the relevant Stock, a valid StockholderInstruction pursuant to which such Stockholder appoints the Chairman, or anyperson whom the Chairman may nominate, as its proxy to vote in respect of theProposed Amendments (which is not subsequently validly revoked) certifying thatsuch Stockholder is not an Eligible Stockholder, irrespective of the relevantRedemption Amount that such Stockholder would be entitled to receive pursuant tothe relevant Extraordinary Resolution; or (ii) who has not delivered to the Registrar a valid StockholderInstruction; or (iii) whom the Company otherwise determines, in its sole discretion,is not an Eligible Stockholder, and subject to the Company giving not less than 2 nor more than 10 Londonbusiness days' notice to the Stockholders of the Settlement Date (which shall beno later than 6 November 2006) by making an announcement of redemption (the "Announcement of Redemption") via an RIS to the Stockholders and by first-classpost conditional on: the Financial Services Authority in its capacity as competent authority underthe Financial Services and Markets Act 2000 (the "UK Listing Authority")approving the Prospectus as a prospectus issued in compliance with theProspectus Directive and the UK Listing Authority and the London Stock Exchangeplc (the "London Stock Exchange") respectively confirming that (subject to theirissue) the New Stock will be admitted to the Official List of the UK ListingAuthority and to trading on the London Stock Exchange's Gilt Edged and FixedInterest Market on or around the Settlement Date; and hereby agrees that if the condition set out above is not satisfied on orbefore the expiry of the notice period specified in the Announcement ofRedemption, redemption of the Stock shall not occur pursuant to the Conditions(as so modified) and the Announcement of Redemption shall cease to be of anyeffect. The Company will issue a further announcement via an RIS and byfirst-class post to Stockholders on the expiry of the notice period specified inthe Announcement of Redemption to inform the Stockholders if the Stock will notbe redeemed in accordance with the Conditions (as so modified); (B) assents to any termination, modification, amendment, variation orwaiver to the terms of the Consent Solicitation made in accordance withparagraph 4.3 of the section headed The Proposals in the Consent SolicitationStatement; (C) authorises and directs the Trustee: (i) to concur in and execute the Supplemental Trust Deed, beingsupplemental to the Trust Deed, to effect the modifications to the Conditionsreferred to in paragraph (A) of this Extraordinary Resolution in the form of thedraft produced to this Meeting and signed by the Chairman of the Meeting for thepurposes of identification, with such amendments (if any) requested by theCompany and approved by the Trustee in its sole discretion or required by theTrustee; and (ii) to concur in, approve, and execute and do all such deeds,instruments, acts and things as may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution and/or theProposed Amendments (including, without limitation, to give all directions and/or consents under or in connection with the Trust Deed, the Conditions orotherwise in respect of the Stock or the New Stock as may be necessary,desirable or expedient in the opinion of the Trustee); (D) sanctions and approves every modification, compromise, abrogationor arrangement in respect of the rights of the Stockholders (or any of them)against the Company or any Charging Subsidiary or against the property or assetsof the Company or any Charging Subsidiary, whether such rights shall arise underthe Trust Deed, the Conditions or otherwise, necessary to give effect to thisExtraordinary Resolution and/or the Proposed Amendments and assents to everymodification, compromise, abrogation or arrangement in respect of the TrustDeed, the Conditions or any other document involved in or inherent in oreffected by the implementation of this Extraordinary Resolution and/or theProposed Amendments; (E) authorises, directs and requests the Trustee to take all suchaction as may be required to release and discharge the security granted over anyand all assets of the Company or any Charging Subsidiary secured in favour ofthe Trustee as security in respect of the Stock on and subject to satisfactionof the condition to redemption referred to in paragraph (A) above or so much asit may be appropriate to release on and subject to satisfaction of theconditions as to redemption referred to in paragraph (A) above including,without limitation, at the cost of the Company or the Charging Subsidiary,executing and delivering to the Company and to the Charging Subsidiary suchsecurity release documents as may be appropriate and reasonably required by theCompany or the Charging Subsidiary in connection therewith; (F) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed, the Conditions or any other document in connection with thisExtraordinary Resolution, the Consent Solicitation and/or the ProposedAmendments or the implementation hereof or thereof; and (G) acknowledges that capitalised terms used in this ExtraordinaryResolution and not otherwise defined have the same meanings as given to them inor pursuant to the consent solicitation statement dated 16 August 2006 (the "Consent Solicitation Statement") addressed to Stockholders and the 2027Stockholders published by the Company, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enabling Stockholders toconsider the proposals set out in the Consent Solicitation Statement and, ifthey think fit, to pass the Extraordinary Resolution set out above. NOTES: The Trustee has not participated in the formulation of the terms of the ConsentSolicitation, the Proposed Amendments, the Consent Solicitation Statement or theExtraordinary Resolution and, in accordance with normal practice, expresses noview on their merits, and nothing in this notice or the Consent SolicitationStatement should be construed as a recommendation to Stockholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution.Stockholders should take their own independent financial advice on the merits ofand on the consequences of voting in relation to the Extraordinary Resolution,including any tax consequences. However, on the basis of the information contained in this Notice and theConsent Solicitation Statement, the Trustee has authorised the Company to statethat the Trustee has no objection to the Extraordinary Resolution being put toStockholders for their consideration. A copy of the Consent Solicitation Statement will be posted to Stockholders withthis Notice and further copies will be available for collection by Stockholdersat the specified office of the Registrar and at the specified offices of theSolicitation Agents, in each case as set out below, on and after the date ofthis Notice during normal business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) up to and including the business day prior to the dateof the Meeting and will be available for collection at the Meeting and for 15minutes prior to the Meeting. A Stockholder will be required to produce evidencesatisfactory to the Registrar or the relevant Solicitation Agent (in the case ofan individual) of his or her status as a Stockholder or (in the case of acorporation) that he or she is a duly authorised representative of theStockholder before (in either case) being permitted to collect a copy of theConsent Solicitation Statement. Copies of (i) the Trust Deed and this Notice, (ii) the current draft of theSupplemental Trust Deed referred to in paragraph (B)(i) of the ExtraordinaryResolution and (iii) the current drafts of the documents listed in paragraph 5of the General Information section of the Preliminary Prospectus attached asAnnex D to the Consent Solicitation Statement (the "Transaction Documents") willbe available for inspection by Stockholders at the specified office of theRegistrar and at the specified offices of the Solicitation Agents, in each caseas set out below, on and from the date of this Notice during normal businesshours on any weekday (Saturdays, Sundays and public holidays excepted) up to andincluding the Expiration Date and will be available for inspection at theMeeting and for 15 minutes prior to the Meeting. Any revised drafts of thedocuments described in (ii) and (iii) above made available as described above,and marked to indicate changes to the draft made available on the date of thisNotice, will supersede the previous draft of such document and Stockholders willbe deemed to have notice of any changes contained therein. A Stockholder will berequired to produce evidence satisfactory to the Registrar or the relevantSolicitation Agent (in the case of an individual) of his or her status as aStockholder or (in the case of a corporation) that he or she is a dulyauthorised representative of the Stockholder before (in either case) beingpermitted to inspect the documents described in (i), (ii) and (iii) above or anydrafts which supersede the documents described in (ii) and (iii) above. The attention of Stockholders is drawn, in particular, to the quorum requiredfor the Meeting and for any adjourned Meeting which is set out in paragraph 6 ofVoting and Quorum below. Having regard to such requirements, Stockholders arestrongly urged either to attend the Meeting or to take steps to be representedat the Meeting, as referred to below, as soon as possible. Voting and Quorum Stockholders who have delivered and not revoked valid Stockholder Instructionscontaining voting instructions in respect of the Extraordinary Resolution to beproposed at the Meeting and appointing the Chairman, or any person whom theChairman may nominate, as its proxy to vote in respect of the relevantExtraordinary Resolution to be proposed at the Meeting need take no furtheraction to be represented at the relevant Meeting. Stockholders who have notdelivered, or have delivered and subsequently revoked, voting instructionscontained in Stockholder Instructions should take note of the provisions set outbelow detailing how such Stockholders can attend or take steps to be representedat the Meeting. A beneficial owner of Stock held through a broker, dealer, commercial bank,custodian, trust company or other intermediary must provide appropriate votinginstructions to such person in order to cause Stockholder Instructions to bedelivered with respect to such Stock. Beneficial owners of Stock are urged tocontact any such person promptly to ensure timely delivery of such votinginstructions. For the avoidance of doubt, any Stockholder who attends the Meeting (includingany adjourned Meeting) in person or otherwise makes arrangements to berepresented or vote at the Meeting other than by way of delivering a validStockholder Instruction will not be eligible for the Early Solicitation Fee and/or Resolution Fee, as applicable. 1. Stockholder attendance: A Stockholder wishing to attend andvote at the Meeting in person must produce at such Meeting (in the case of anindividual) a certificate evidencing that individual's entitlement to the Stockor (in the case of a corporation) a duly authorised resolution of its directorsor other governing body authorising such person to act as the corporation'srepresentative and the certificate evidencing that corporation's entitlement tothe Stock together with (in either case) satisfactory evidence of identity. 2. Appointment of proxies: A Stockholder not wishing to attend andvote at the Meeting may appoint a proxy to attend and vote at such Meeting inaccordance with his or her instructions by depositing the instrument appointingthe proxy and, if required by the Company or the Trustee, the power of attorneyor other authority under which it signed (or a notarially certified or officecopy of such power of attorney or other authority) together with the certificateor certificates evidencing that Stockholder's entitlement to the Stock at theregistered office of the Company, not less than 48 hours before the timeappointed for holding the Meeting or the taking of a poll at which the personnamed in the instrument proposes to vote. 3. Voting instructions: A Stockholder not wishing to attend theMeeting may give voting instructions in a Stockholder Instruction. 4. Revocation of Instructions: Voting instructions contained in aStockholder Instruction may be revoked in the manner set out below on or priorto 12.00 noon (London time) on 6 September 2006 (in the case of votinginstructions delivered on or before the Early Solicitation Deadline) or at anytime not later than 12.00 noon (London time) on 11 September 2006. Any votinginstructions not so revoked will continue in force in respect of the Meeting andany adjourned Meeting, as the case may be. To be effective, any notice of revocation must be in writing and must indicatethe relevant voting instructions to be revoked and must be received by theRegistrar. Stockholders holding their Stock through their broker, dealer, commercial bank,trust company or other intermediary must contact such intermediary to delivernotice of such revocation to the Registrar in accordance with the time framesset out above. Such Stockholders should give such directions to suchintermediary sufficiently in advance to ensure receipt by the Registrar of anysuch notice of revocation within the time frames set out above. Revoked voting instructions may be given again prior to 12.00 noon (London time)on 11 September 2006 by following the procedures described above. Any suchvoting instructions will be regarded as new voting instructions subject to suchprocedures. 5. Interpretation: The Company's interpretation of the terms andconditions of the Consent Solicitation shall be final and binding. Noalternative, conditional or contingent Stockholder Instruction will be accepted.Unless waived by the Company, any defects or irregularities in connection withthe giving of a Stockholder Instruction must be cured in time for the relevantMeeting. Neither the Company nor any other person will be under any duty to givenotification of any defects or irregularities in any Stockholder Instruction norwill such entities incur any liability for failure to give such notification.Stockholder Instructions will not be deemed to have been delivered until suchdefects or irregularities have been cured or waived. All questions as to the validity, form and eligibility (including timing ofreceipt) in relation to any Stockholder Instruction will be determined by theCompany in its sole discretion, which determination shall be conclusive andbinding. The Company reserves the right to reject any or all StockholderInstructions that are not in proper form or the acceptance of which could, inthe opinion of the Company or its counsel, be unlawful. The Company alsoreserves the right to waive any and all defects or irregularities in connectionwith deliveries of particular Stockholder Instructions, including, withoutlimitation, with respect to the timing of delivery of such StockholderInstructions, whether or not similar defects or irregularities are waived inrespect of other voting instructions. 6. Quorum Requirements: The quorum required at the Meeting shallbe a person or persons present and holding or representing by proxy a clearmajority in principal amount of Stock for the time being outstanding. At anyadjourned Meeting, the quorum required shall be any Stockholder or Stockholderspresent in person or through its representative or by proxy (whatever theprincipal amount of Stock held by them). 7. Adjournment: If within fifteen minutes (or such longer period,not exceeding 30 minutes, as the Chairman may decide to wait) from the timeappointed for the Meeting a quorum is not present, the Meeting shall standadjourned for such period, being not less than 7 days nor more than 28 days, andto such day, time and place as may be appointed by the Chairman. 8. Voting by Show of Hands or Poll: A resolution put to the voteat the Meeting shall be decided in the first instance on a show of hands unless(before or on the declaration of the result of the show of hands) a poll isdemanded by the Chairman or by three or more Stockholders present in person orby proxy or by one or more persons holding or representing by proxy at leastone-twentieth part in principal amount of the Stock for the time beingoutstanding. In the case of equality of votes, the Chairman shall, both on ashow of hands and on a poll, have a casting vote in addition to the vote orvotes (if any) to which he may be entitled as a Stockholder or as a proxy. 9. Representation of Vote: On a show of hands, every Stockholderwho (being an individual) is present in person or (being a corporation) ispresent in its duly authorised representative shall have one vote. On a poll,every Stockholder who is present in person, as representative or by proxy shallhave one vote in respect of every £1.00 principal amount of Stock of which suchperson holds or represents. 10. Voting Majority Requirements: To be passed at the Meeting, theExtraordinary Resolution requires a majority consisting of not less thanthree-quarters of the votes cast thereon. If passed, and the ExtraordinaryResolution becomes unconditional in accordance with its terms, the ExtraordinaryResolution shall be binding upon all Stockholders whether present or not presentat the Meeting. 11. This Notice is given by Capital & Counties Limited. 12. Stockholders should contact the following parties for further information: REGISTERED OFFICE OF THE COMPANY Capital & Counties Limited 40 Broadway London SW1H 0BU Any questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agents;any questions regarding completion and delivery of a Stockholder Instruction may be directed to theRegistrar at the address and telephone number specified below: THE SOLICITATION AGENTS UBS Limited Morgan Stanley & Co. International Limited 1 Finsbury Avenue 25 Cabot Square London EC2M 2PP Canary Wharf London E14 4QA Contact: Liability Management Group Contact: Liability Management Europe Tel: +44 (0) 20 7567 7480 Tel: +44 (0) 20 7677 5040 Email: [email protected] THE TRUSTEE THE REGISTRAR The Law Debenture Trust Corporation p.l.c. Capita Registrars Fifth Floor The Registry 100 Wood Street 34 Beckenham Road London EC2V 7EX Beckenham Kent BR3 4TU Tel: 0870 162 3121 (or +44 20 8639 2157 if telephoning from outside the UK) UNDER NO CIRCUMSTANCES SHALL THIS NOTICE CONSTITUTE AN OFFER TO SELL OR THESOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES. COPIES OF THE PROSPECTUS RELATING TO THE NEW STOCK REFERRED TO ABOVE WILL BEAVAILABLE FOR INSPECTION DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS,SUNDAYS AND PUBLIC HOLIDAYS EXCEPTED) AT THE OFFICES OF LINKLATERS AT ONE SILKSTREET, LONDON EC2Y 8HQ ON OR AFTER THE PRICING RELATING TO SUCH NEW STOCK. DATE: 16 August 2006 NOTICE TO 2027 STOCKHOLDERS THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. THIS DOCUMENT DOES NOT COMPRISE A PROSPECTUS FOR THE PURPOSES OF ARTICLE 25(1)OF COMMISSION REGULATION 809/2004 IMPLEMENTING DIRECTIVE 2003/71/EC. THIS NOTICE DOES NOT CONSTITUTE AN OFFER FOR SALE OF SECURITIES AND IS BEINGFORWARDED TO U.S. PERSONS AND ITALIAN PERSONS SOLELY IN THEIR CAPACITY ASSTOCKHOLDERS (AS DEFINED BELOW) IN CONNECTION WITH THE MEETING (AS DEFINEDBELOW). NOTICE OF MEETING of the holders of the outstanding £150,000,000 9 7/8 per cent. First Mortgage Debenture Stock 2027 (the "2027 Stock") issued by Capital & Counties Limited (formerly Capital & Counties plc) (the "Company")(incorporated with limited liability in England and Wales with registered number 00280739) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Stock and made between theCompany and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), ameeting of the holders of the Stock (the "Stockholders") has been convened bythe Company and will be held at the offices of Linklaters at One Silk Street,London EC2Y 8HQ on 13 September 2006 at 12.30 p.m. (London time) for the purposeof considering and, if thought fit, passing the resolution set out below whichwill be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed. Interpretation Unless defined herein or the context otherwise requires, capitalised terms usedin this Notice bear the meanings given to them in the Trust Deed and, to theextent not defined therein, in the consent solicitation statement dated 16August 2006 (the "Consent Solicitation Statement") addressed by the Company tothe Stockholders and the holders of the £80,000,000 11 1/4 per cent. FirstMortgage Debenture Stock 2021 (the "2021 Stock" and the holders thereof the "2021 Stockholders"). References herein to the "Meeting" are to the meeting convened hereby of theStockholders and references herein to the "Extraordinary Resolution" are to theExtraordinary Resolution of the Stockholders in the form set out below. Extraordinary Resolution In relation to the Stockholders, the following Extraordinary Resolution will beconsidered and, if thought fit, passed at the relevant Meeting: "THAT this meeting of the holders of the outstanding £150,000,000 9 7/8 percent. First Mortgage Debenture Stock 2027 (the "Stockholders" and the "Stock",respectively) of Capital & Counties Limited (formerly Capital & Counties plc)(the "Company") constituted by a trust deed dated 1 June 1987 (as amended andsupplemented from time to time) (the "Trust Deed") made between the Company andThe Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for theStockholders hereby: (A) assents to the modification of the conditions of the Stock (the "Conditions") by the addition thereto of a new provision giving the Company theright to redeem on the Settlement Date all but not some only of the Stock at therelevant Redemption Amount plus Accrued Interest and providing that suchredemption may be satisfied by: (a) the Company applying an amount equal to the Redemption Amount on theStockholder's behalf in subscribing for . First Mortgage Debenture Stock 2027(the "New Stock") to be issued by Capital & Counties Debenture PLC (the "Issuer") on the Settlement Date for delivery to the Stockholders in accordancewith the provisions of the Section headed Terms of Redemption under the ProposedAmendments of the section headed The Proposals in the Consent SolicitationStatement (as defined in paragraph (G) below), in the case of a Stockholder: (i) who has delivered to the Registrar, together with the certificateor certificates for the relevant Stock, a valid Stockholder Instruction pursuantto which such Stockholder appoints the Chairman, or any person whom the Chairmanmay nominate, as its proxy to vote in respect of the Proposed Amendments (whichis not subsequently validly revoked) certifying that (x) such Stockholder is anEligible Stockholder and (y) such Stockholder has received and reviewed, andaccepts the terms, conditions, risk factors and other considerations of theProposals; or (ii) whom the Company otherwise determines, in its sole discretion, isan Eligible Stockholder (such person having delivered to the Registrar, togetherwith the certificate or certificates for the relevant stock, a valid StockholderInstruction pursuant to which such Stockholder appoints the Chairman, or anyperson whom the Chairman may nominate, as its proxy to vote in respect of theProposed Amendments (which is not subsequently validly revoked) certifying thatsuch Stockholder has received and reviewed, and accepts the terms, conditions,risk factors and other considerations of the Proposals); or (b) delivery of cash (in the same manner as interest is currently paid toit), on the Settlement Date to the Stockholders in accordance with theprovisions of the Section headed Terms of Redemption under the ProposedAmendments of the section headed The Proposals in the Consent SolicitationStatement (as defined in paragraph (G) below) in the case of a Stockholder: (i) who has delivered to the Registrar, together with the certificateor certificates for the relevant Stock, a valid Stockholder Instruction pursuantto which such Stockholder appoints the Chairman, or any person whom the Chairmanmay nominate, as its proxy to vote in respect of the Proposed Amendments (whichis not subsequently validly revoked) certifying that such Stockholder is not anEligible Stockholder, irrespective of the relevant Redemption Amount that suchStockholder would be entitled to receive pursuant to the relevant ExtraordinaryResolution; or (ii) who has not delivered to the Registrar a valid StockholderInstruction; or (iii) who the Company otherwise determines, in its sole discretion, isnot an Eligible Stockholder, and subject to the Company giving not less than 2 nor more than 10 Londonbusiness days' notice to the Stockholders of the Settlement Date (which shall beno later than 6 November 2006) by making an announcement of redemption (the "Announcement of Redemption") via an RIS to the Stockholders and by first-classpost conditional on: the Financial Services Authority in its capacity as competent authority underthe Financial Services and Markets Act 2000 (the "UK Listing Authority")approving the Prospectus as a prospectus issued in compliance with theProspectus Directive and the UK Listing Authority and the London Stock Exchangeplc (the "London Stock Exchange") respectively confirming that (subject to theirissue) the New Stock will be admitted to the Official List of the UK ListingAuthority and to trading on the London Stock Exchange's Gilt Edged and FixedInterest Market on or around the Settlement Date; and hereby agrees that if the condition set out above is not satisfied on orbefore the expiry of the notice period specified in the Announcement ofRedemption, redemption of the Stock shall not occur pursuant to the Conditions(as so modified) and the Announcement of Redemption shall cease to be of anyeffect. The Company will issue a further announcement via an RIS and byfirst-class post to Stockholders on the expiry of the notice period specified inthe Announcement of Redemption to inform the Stockholders if the Stock will notbe redeemed in accordance with the Conditions (as so modified); (B) assents to any termination, modification, amendment, variation orwaiver to the terms of the Consent Solicitation made in accordance withparagraph 4.3 of the section headed The Proposals in the Consent SolicitationStatement; (C) authorises and directs the Trustee: (iii) to concur in and execute the Supplemental Trust Deed, beingsupplemental to the Trust Deed, to effect the modifications to the Conditionsreferred to in paragraph (A) of this Extraordinary Resolution in the form of thedraft produced to this Meeting and signed by the Chairman of the Meeting for thepurposes of identification, with such amendments (if any) requested by theCompany and approved by the Trustee in its sole discretion or required by theTrustee; and (iv) to concur in, approve, and execute and do all such deeds,instruments, acts and things as may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution and/or theProposed Amendments (including, without limitation, to give all directions and/or consents under or in connection with the Trust Deed, the Conditions orotherwise in respect of the Stock or the New Stock as may be necessary,desirable or expedient in the opinion of the Trustee); (D) sanctions and approves every modification, compromise, abrogationor arrangement in respect of the rights of the Stockholders (or any of them)against the Company or any Charging Subsidiary or against the property or assetsof the Company or any Charging Subsidiary, whether such rights shall arise underthe Trust Deed, the Conditions or otherwise, necessary to give effect to thisExtraordinary Resolution and/or the Proposed Amendments and assents to everymodification, compromise, abrogation or arrangement in respect of the TrustDeed, the Conditions or any other document involved in or inherent in oreffected by the implementation of this Extraordinary Resolution and/or theProposed Amendments; (E) authorises, directs and requests the Trustee to take all suchaction as may be required to release and discharge the security granted over anyand all assets of the Company or any Charging Subsidiary secured in favour ofthe Trustee as security in respect of the Stock on and subject to satisfactionof the condition to redemption referred to in paragraph (A) above or so much asit may be appropriate to release on and subject to satisfaction of theconditions as to redemption referred to in paragraph (A) above including,without limitation, at the cost of the Company or the Charging Subsidiary,executing and delivering to the Company and to the Charging Subsidiary suchsecurity release documents as may be appropriate and reasonably required by theCompany or the Charging Subsidiary in connection therewith; (F) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed, the Conditions or any other document in connection with thisExtraordinary Resolution, the Solicitation Consent and/or the ProposedAmendments or the implementation hereof or thereof; and (G) acknowledges that capitalised terms used in this ExtraordinaryResolution and not otherwise defined have the same meanings as given to them inor pursuant to the consent solicitation statement dated 15 August 2006 (the "Consent Solicitation Statement") addressed to Stockholders and the 2021Stockholders published by the Company, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enabling Stockholders toconsider the proposals set out in the Consent Solicitation Statement and, ifthey think fit, to pass the Extraordinary Resolution set out above. NOTES: The Trustee has not participated in the formulation of the terms of the ConsentSolicitation, the Proposed Amendments, the Consent Solicitation Statement or theExtraordinary Resolution and, in accordance with normal practice, expresses noview on their merits, and nothing in this notice or the Consent SolicitationStatement should be construed as a recommendation to Stockholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution.Stockholders should take their own independent financial advice on the merits ofand on the consequences of voting in relation to the Extraordinary Resolution,including any tax consequences. However, on the basis of the information contained in this Notice and theConsent Solicitation Statement, the Trustee has authorised the Company to statethat the Trustee has no objection to the Extraordinary Resolution being put toStockholders for their consideration. A copy of the Consent Solicitation Statement will be posted to Stockholders withthis Notice and further copies will be available for collection by Stockholdersat the specified office of the Registrar and at the specified offices of theSolicitation Agents, in each case as set out below, on and after the date ofthis Notice during normal business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) up to and including the business day prior to the dateof the Meeting and will be available for collection at the Meeting and for 15minutes prior to the Meeting. A Stockholder will be required to produce evidencesatisfactory to the Registrar or the relevant Solicitation Agent (in the case ofan individual) of his or her status as a Stockholder or (in the case of acorporation) that he or she is a duly authorised representative of theStockholder before (in either case) being permitted to collect a copy of theConsent Solicitation Statement. Copies of (i) the Trust Deed and this Notice, (ii) the current draft of theSupplemental Trust Deed referred to in paragraph (B)(i) of the ExtraordinaryResolution and (iii) the current drafts of the documents listed in paragraph 5of the General Information section of the Preliminary Prospectus attached asAnnex D to the Consent Solicitation Statement (the "Transaction Documents") willbe available for inspection by Stockholders at the specified office of theRegistrar and at the specified offices of the Solicitation Agents, in each case,as set out below, on and from the date of this Notice during normal businesshours on any weekday (Saturdays, Sundays and public holidays excepted) up to andincluding the Expiration Date and will be available for inspection at theMeeting and for 15 minutes prior to the Meeting. Any revised drafts of thedocuments described in (ii) and (iii) above, made available as described aboveand marked to indicate changes to the draft made available on the date of thisNotice, will supersede the previous draft of such document and Stockholders willbe deemed to have notice of any changes contained therein. A Stockholder will berequired to produce evidence satisfactory to the Registrar or the relevantSolicitation Agent (in the case of an individual) of his or her status as aStockholder or (in the case of a corporation) that he or she is a dulyauthorised representative of the Stockholder before (in either case) beingpermitted to inspect the documents described in (i), (ii) and (iii) above or anydrafts which supersede the documents described in (ii) and (iii) above. The attention of Stockholders is drawn, in particular, to the quorum requiredfor the Meeting and for any adjourned Meeting which is set out in paragraph 6 ofVoting and Quorum below. Having regard to such requirements, Stockholders arestrongly urged either to attend the Meeting or to take steps to be representedat the Meeting, as referred to below, as soon as possible. Voting and Quorum Stockholders who have delivered and not revoked valid Stockholder Instructionscontaining voting instructions in respect of the Extraordinary Resolution to beproposed at the Meeting and appointing the Chairman, or any person whom theChairman may nominate, as its proxy to vote in respect of the relevantExtraordinary Resolution to be proposed at the Meeting need take no furtheraction to be represented at the relevant Meeting. Stockholders who have notdelivered, or have delivered and subsequently revoked, voting instructionscontained in Stockholder Instructions should take note of the provisions set outbelow detailing how such Stockholders can attend or take steps to be representedat the Meeting. A beneficial owner of Stock held through a broker, dealer, commercial bank,custodian, trust company or other intermediary must provide appropriate votinginstructions to such person in order to cause Stockholder Instructions to bedelivered with respect to such Stock. Beneficial owners of Stock are urged tocontact any such person promptly to ensure timely delivery of such votinginstructions. For the avoidance of doubt, any Stockholder who attends the Meeting (includingany adjourned Meeting) in person or otherwise makes arrangements to berepresented or vote at the Meeting other than by way of delivering a validStockholder Instruction will not be eligible for the Early Solicitation Fee orResolution Fee, as applicable. 1. Stockholder attendance: A Stockholder wishing to attend andvote at the Meeting in person must produce at such Meeting (in the case of anindividual) a certificate evidencing that individual's entitlement to the Stockor (in the case of a corporation) a duly authorised resolution of its directorsor other governing body authorising such person to act as the corporation'srepresentative and the certificate evidencing that corporation's entitlement tothe Stock together with (in either case) satisfactory evidence of identity. 2. Appointment of proxies: A Stockholder not wishing to attend andvote at the Meeting may appoint a proxy to attend and vote at such Meeting inaccordance with his or her instructions by depositing the instrument appointingthe proxy and, if required by the Company or the Trustee, the power of attorneyor other authority under which it signed (or a notarially certified or officecopy of such power of attorney or other authority) together with the certificateor certificate evidencing that Stockholder's entitlement to the Stock at theregistered office of the Company, not less than 48 hours before the timeappointed for holding the Meeting or the taking of a poll at which the personnamed in the instrument proposes to vote. 3. Voting instructions: A Stockholder not wishing to attend theMeeting may give voting instructions in a Stockholder Instruction. 4. Revocation of Instructions: Voting instructions contained in aStockholder Instruction may be revoked in the manner set out below on or priorto 12.00 noon (London time) on 6 September 2006 (in the case of votinginstructions delivered on or before the Early Solicitation Deadline) or at anytime not later than 12.00 noon (London time) on 11 September 2006. Any votinginstructions not so revoked will continue in force in respect of the Meeting andany adjourned Meeting, as the case may be. To be effective, any notice of revocation must be in writing and must indicatethe relevant voting instructions to be revoked and must be received by theRegistrar. Stockholders holding their Stock through their broker, dealer, commercial bank,trust company or other intermediary must contact such intermediary to delivernotice of such revocation to the Registrar in accordance with the time framesset out above. Such Stockholders should give such directions to suchintermediary sufficiently in advance to ensure receipt by the Registrar of anysuch notice of revocation within the time frames set out above. Revoked voting instructions may be given again prior to 12.00 noon (London time)on 11 September 2006 by following the procedures described above. Any suchvoting instructions will be regarded as new voting instructions subject to suchprocedures. 5. Interpretation: The Company's interpretation of the terms andconditions of the Consent Solicitation shall be final and binding. Noalternative, conditional or contingent Stockholder Instruction will be accepted.Unless waived by the Company, any defects or irregularities in connection withthe giving of a Stockholder Instruction must be cured in time for the relevantMeeting. Neither the Company nor any other person will be under any duty to givenotification of any defects or irregularities in any Stockholder Instruction norwill such entities incur any liability for failure to give such notification.Stockholder Instructions will not be deemed to have been delivered until suchdefects or irregularities have been cured or waived. All questions as to the validity, form and eligibility (including timing ofreceipt) in relation to any Stockholder Instruction will be determined by theCompany in its sole discretion, which determination shall be conclusive andbinding. The Company reserves the right to reject any or all StockholderInstructions that are not in proper form or the acceptance of which could, inthe opinion of the Company or its counsel, be unlawful. The Company alsoreserves the right to waive any and all defects or irregularities in connectionwith deliveries of particular Stockholder Instructions, including, withoutlimitation, with respect to the timing of delivery of such StockholderInstructions, whether or not similar defects or irregularities are waived inrespect of other voting instructions. 6. Quorum Requirements: The quorum required at the Meeting shallbe a person or persons present and holding or representing by proxy a clearmajority in principal amount of Stock for the time being outstanding. At anyadjourned Meeting, the quorum required shall be any Stockholder or Stockholderspresent in person or through its representative or by proxy (whatever theprincipal amount of Stock held by them). 7. Adjournment: If within fifteen minutes (or such longer period,not exceeding 30 minutes, as the Chairman may decide to wait) from the timeappointed for the Meeting a quorum is not present, the Meeting shall standadjourned for such period, being not less than 7 days nor more than 28 days, andto such day, time and place as may be appointed by the Chairman. 8. Voting by Show of Hands or Poll: A resolution put to the voteat the Meeting shall be decided in the first instance on a show of hands unless(before or on the declaration of the result of the show of hands) a poll isdemanded by the Chairman or by three or more Stockholders present in person orby proxy or by one or more persons holding or representing by proxy at leastone-twentieth part in principal amount of the Stock for the time beingoutstanding. In the case of equality of votes, the Chairman shall, both on ashow of hands and on a poll, have a casting vote in addition to the vote orvotes (if any) to which he may be entitled as a Stockholder or as a proxy. 9. Representation of Vote: On a show of hands, every Stockholderwho (being an individual) is present in person or (being a corporation) ispresent by its duly authorised representative shall have one vote. On a poll,every Stockholder who is present in person or by proxy shall have one vote inrespect of every £1.00 principal amount of Stock of which such person holds orrepresents. 10. Voting Majority Requirements: To be passed at the Meeting, theExtraordinary Resolution requires a majority consisting of not less thanthree-quarters of the votes cast thereon. If passed, and the ExtraordinaryResolution becomes unconditional in accordance with its terms, the ExtraordinaryResolution shall be binding upon all Stockholders whether present or not presentat the Meeting. 11. This Notice is given by Capital & Counties Limited. 12. Stockholders should contact the following parties for furtherinformation: REGISTERED OFFICE OF THE COMPANY Capital & Counties Limited 40 Broadway London SW1H 0BU Any questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agents;any questions regarding completion and delivery of a Stockholder Instruction may be directed to theRegistrar at the address and telephone number specified below: THE SOLICITATION AGENTS UBS Limited Morgan Stanley & Co. International Limited 1 Finsbury Avenue 25 Cabot Square London EC2M 2PP Canary Wharf London E14 4QA Contact: Liability Management Group Contact: Liability Management Europe Tel: +44 (0) 20 7567 7480 Tel: +44 (0) 20 7677 5040 Email: [email protected] THE TRUSTEE THE REGISTRAR The Law Debenture Trust Corporation p.l.c. Capita Registrars Fifth Floor The Registry 100 Wood Street 34 Beckenham Road London EC2V 7EX Beckenham Kent BR3 4TU Tel: +44 (0) 870 162 3121 UNDER NO CIRCUMSTANCES SHALL THIS NOTICE CONSTITUTE AN OFFER TO SELL OR THESOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES. COPIES OF THE PROSPECTUS RELATING TO THE NEW STOCK REFERRED TO ABOVE WILL BEAVAILABLE FOR INSPECTION DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS,SUNDAYS AND PUBLIC HOLIDAYS EXCEPTED) AT THE OFFICES OF LINKLATERS AT ONE SILKSTREET, LONDON EC2Y 8HQ ON OR AFTER THE PRICING RELATING TO SUCH NEW STOCK. DATE: 16 August 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
INTU.L