24th Nov 2006 14:05
British Land Co PLC24 November 2006 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. £200,000,000 9 3/8 per cent. First Mortgage Debenture Stock due 2028 (of which£25,387,615 is outstanding) (the Existing 2028 Debentures) (ISIN: XS0066979682/ GB0001371573) issued by The British Land Company PLC (the Company)(incorporated with limited liability in England and Wales with registered number 621920) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fourth Scheduleto the trust deed dated 29 April 1993 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing 2028 Debentures and made betweenthe Company, the Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting 2028 Debentures (the Debentureholders) has been convened by the Companyand will be held at the offices of The British Land Company PLC, 10 CornwallTerrace, Regent's Park, London NW1 4QP on 18 December 2006 at 9.30 a.m. Londontime for the purpose of considering and, if thought fit, passing the followingresolution which will be proposed as an Extraordinary Resolution in accordancewith the provisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £200,000,000 9 3/8 per cent.First Mortgage Debenture Stock due 2028 (of which £25,387,615 is outstanding)(the Existing 2028 Debentures) of The British Land Company PLC (the Company)constituted by a trust deed dated 29 April 1993 (as amended and supplementedfrom time to time, the Trust Deed) made between the Company, the ChargingCompanies (as defined in the Trust Deed) and Royal Exchange Trust CompanyLimited (the Trustee) as trustee for the holders of the Existing 2028 Debentureshereby: (A) (subject to paragraph (F) of this Extraordinary Resolution) assents to themodification of the terms and conditions (the Conditions) of the Existing 2028Debentures by the addition of a new Condition 6.10 giving the Company the rightto redeem all of the Existing 2028 Debentures at an amount for each £1,000 inprincipal amount of the Existing 2028 Debentures equal to the Existing DebenturePrice, by the issue of Amortising 2035 Debentures and payment of a cash amount(or solely by payment of cash), all as provided in and subject to the terms ofand in accordance with the relevant Proposal, on giving not less than one normore than seven Business Days' notice to Debentureholders by issuing anannouncement of redemption (the Announcement) via an RIS at any time not laterthan two Business Days after the Longstop Date, the redemption in accordancewith the Announcement to be conditional on the Amortising 2035 Debentures beingadmitted to official listing on the Gilt Edged and Fixed Income Market of theLondon Stock Exchange, subject only to the issue of the Amortising 2035Debentures. If the condition relating to the listing of the Amortising 2035 Debentures isnot satisfied on or before the expiry of the notice period specified in theAnnouncement, the redemption of the Existing 2028 Debentures shall becomeincapable of becoming unconditional and, accordingly, no redemption of theExisting 2028 Debentures shall occur pursuant to new Condition 6.10. The Companywill issue a further announcement via an RIS on the expiry of the notice periodspecified in the Announcement to inform the holders of the Existing 2028Debentures whether the Existing 2028 Debentures will be redeemed in accordancewith new Condition 6.10. (B) (subject to paragraph (F) of this Extraordinary Resolution) assents to theentry by the Trustee into the draft supplemental trust deed produced to thismeeting and signed by the chairman of the meeting for the purpose ofidentification, with such amendments, if any, as may be requested by the Companyand approved by the Trustee in its sole discretion or required by the Trustee(the First Supplemental Composite Trust Deed); (C) (subject to paragraph (F) of this Extraordinary Resolution) authorises,directs, requests and empowers the Trustee to concur in, approve, and executeand do all such deeds, instruments, acts and things that may be necessary,desirable or expedient in the sole opinion of the Trustee to carry out and giveeffect to this Extraordinary Resolution and the relevant Proposal; (D) (subject to paragraph (F) of this Extraordinary Resolution) sanctions andapproves every modification, abrogation, variation or compromise of, orarrangement in respect of, the rights of Debentureholders necessary to giveeffect to this Extraordinary Resolution and the relevant Proposal (whether ornot the rights arise under the Trust Deed) and assents to every modification,variation or abrogation of the Conditions (as defined in the Trust Deed) of theExisting 2028 Debentures and/or the provisions contained in the Trust Deedinvolved in or inherent in or effected by the implementation of thisExtraordinary Resolution and the relevant Proposal; (E) discharges and exonerates the Trustee from any liability in respect of anyact or omission for which it may have become responsible under the Trust Deedand/or the Existing 2028 Debentures in connection with this ExtraordinaryResolution; (F) declares that this Extraordinary Resolution shall be in all respectsconditional on the following condition being satisfied or waived by the Companyin accordance with the provisions of the Consent Solicitation Document publishedby the Company on 24 November 2006 (the Document) - the requisite majority ofholders of the Existing 2035 Debentures voting in favour of the relevantExtraordinary Resolution at the Meeting at which such holders are asked toconsider such Extraordinary Resolution and any condition to such ExtraordinaryResolution having been satisfied or waived (or, where a further meeting ormeetings is or are convened by the Company to consider the same or alternativeproposals in respect of the Existing 2035 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any condition to that extraordinary resolution beingsatisfied or waived); and (G) acknowledges that capitalised terms used in this Extraordinary Resolutionand not otherwise defined shall have the same meanings given to them in theDocument, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enablingDebentureholders to consider the proposals outlined in the Consent SolicitationDocument published by the Company on 24 November 2006 (the Document) andresolve, if they think fit, to pass the Extraordinary Resolution proposed inrelation to the Existing 2028 Debentures. Capitalised terms used in this Noticeand not otherwise defined shall have the meanings given to them in the Document,unless the context otherwise requires. The Trustee has not been involved in the formulation of the Proposals outlinedin the Document or the Extraordinary Resolution and, in accordance with normalpractice, expresses no opinion on the merits of those Proposals or on theExtraordinary Resolution or on whether Debentureholders would be acting inDebentureholders' best interests in approving them, and nothing in this Noticeshould be construed as a recommendation to Debentureholders from the Trustee tovote in favour of, or against, the Extraordinary Resolution. Debentureholdersshould take their own independent financial advice on the merits and on theconsequences of voting in favour of the Extraordinary Resolution, including anytax consequences. However, on the basis of the information contained in theDocument, the Trustee has authorised the Company to state that the Trustee hasno objection to the Extraordinary Resolution being put to Debentureholders fortheir consideration. General Copies of the Document are available for collection by Debentureholders at thespecified office of the Principal Paying Agent and the Receiving Agent and atthe specified office of the Solicitation Agent in each case as set out below, onand after the date of this Notice and will be available at the Meeting. ADebentureholder will be required to produce evidence satisfactory to thePrincipal Paying Agent or the Receiving Agent or the Solicitation Agent as tohis or her status as a Debentureholder before being permitted to collect a copyof the Document. Copies of (i) the Trust Deed, this Notice and the Document;(ii) the current draft of the First Supplemental Composite Trust Deed referredto in the Extraordinary Resolution and certain other documents as specified inthe Document are, on and from 24 November 2006, available for inspection by theDebentureholders at the specified office of the Solicitation Agent and thePrincipal Paying Agent and the Receiving Agent during normal business hours onany weekday (Saturdays, Sundays and public holidays excepted) up to andincluding the Expiration Date. Revised versions of any draft documents describedin (ii) above will be available as set out above (marked to indicate changes tothe draft made available on 24 November 2006) no later than two Business Daysbefore the date of the Meeting and at the Meeting. Any such revised documentmade available as set out above will supersede the previous draft of suchdocument and Debentureholders will be deemed to have notice of any changes. The attention of Debentureholders is particularly drawn to the quorum requiredfor the Meeting and for any meeting held following any adjournment of any suchMeeting, which is set out in paragraph 4 of "Voting and Quorum" below. Havingregard to such requirements, Debentureholders are strongly urged either toattend the Meeting or to take steps to be represented at the Meeting, asreferred to below, as soon as possible. Voting and Quorum Debentureholders who have submitted and not revoked a valid Instructioninstructing an Existing Paying Agent or the Receiving Agent to appoint theAdministrative Agent as their proxy to vote in favour of the ExtraordinaryResolution to be proposed at the Meeting and any meeting held following anyadjournment of any such Meeting need take no further action to be represented atthe Meeting or any such adjourned meeting. Debentureholders who have notsubmitted or have submitted and subsequently revoked an Instruction should takenote of the provisions set out below detailing how such Debentureholders canattend or take steps to be represented at the Meeting. 1. Debentureholder attendance: A holder of Existing 2028 Debentures in bearerform (Bearer Existing 2028 Debentures and Bearer Debentureholders, respectively)wishing to attend and vote at the Meeting in person must produce at such Meetinghis or her Bearer Existing 2028 Debentures in definitive form or a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Bearer Existing 2028 Debenture(s) in respect of which he or shewishes to vote. A holder of Existing 2028 Debentures in registered form(Registered Existing 2028 Debentures and Registered Debentureholders,respectively) wishing to attend and vote at the Meeting in person must produceat such Meeting either, in the case of an individual holder, his or herRegistered Existing 2028 Debentures in definitive form or, in the case of acorporate holder, a duly approved resolution of the governing body of suchcorporation authorising such person to act as the corporation's representative,together in each case with satisfactory evidence of identity. 2. Appointment of proxies: A Bearer Debentureholder not wishing to attend andvote at the Meeting in person may deliver his or her Bearer Existing 2028Debenture(s) or valid voting certificate(s) in respect of such Bearer Existing2028 Debentures to the person whom he or she wishes to attend on his or herbehalf or give a voting instruction instructing the Existing Paying Agent toappoint a proxy to attend and vote at such Meeting in accordance with his or herinstructions. A Registered Debentureholder not wishing to attend and vote at the Meeting inperson may deliver to the Receiving Agent an instrument in writing (a Form ofProxy) signed by the holder (or, in the case of a corporation, executed underits common seal or signed on its behalf by an attorney or a duly authorisedofficer of the corporation) appointing a proxy to act on his or its behalf inconnection with the Meeting and any such adjourned Meeting. A Form of Proxy maybe obtained from the specified office of the Receiving Agent not later than 48hours (being a period of 48 hours including all or part of two days upon whichbanks are open for business in London (disregarding for this purpose the dayupon which the Meeting is to be held) and such period shall be extended by oneperiod or, to the extent necessary, more periods of 24 hours until there isincluded as aforesaid all or part of two days upon which banks are open forbusiness in London) (48 hours)) before the time fixed for the Meeting. In the case of Registered Debentureholders, not less than 48 hours before thetime fixed for the Meeting or any adjourned Meeting, the form of proxy and (ifrequired by the Company or the Trustee) the power of attorney or other authority(if any) under which it is signed or a notarially certified or office copy ofsuch power of attorney must be deposited at the office of the Receiving Agentspecified below. 3. Deposit of Bearer Existing 2028 Debentures, voting certificates and blockvoting instructions: The Bearer Existing 2028 Debentures may, not less than 48hours before the time fixed for the Meeting or any meeting held following anyadjournment of any such Meeting, be deposited with any Existing Paying Agent or(to its satisfaction) held to its order or under its control for the purpose of: (i) obtaining voting certificates from such Existing Paying Agent; or (ii) instructing such Existing Paying Agent to complete a block votinginstruction in respect of such Bearer Existing 2028 Debentures appointing aproxy to attend and vote at the Meeting or any adjourned Meeting in accordancewith the instructions of the relevant Bearer Debentureholder. A BearerDebentureholder will need to give such voting instructions (such votinginstructions being neither revocable nor capable of amendment by theDebentureholder during the period commencing 48 hours prior to the time forwhich the Meeting or any adjourned Meeting is convened and ending at theconclusion or adjournment of such Meeting or adjourned Meeting) in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg (if the relevantExisting 2028 Debentures are held in either such clearing system) or on a votinginstruction form obtainable from the specified office of the Existing PayingAgent, to any Existing Paying Agent, not less than 48 hours before the timefixed for the Meeting or any adjourned Meeting, to enable such Existing PayingAgent to complete the block voting instruction. Bearer Existing 2028 Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing 2028 Debentures inrespect of which a voting certificate has been issued, until the first to occurof:(a) the conclusion of the Meeting specified in such certificate or any meetingheld following any adjournment of any such Meeting (whichever is the later); and (b) the surrender of the certificate to the Existing Paying Agent who issued thecertificate; (ii) Block voting instructions: in the case of Bearer Existing 2028 Debenturesin respect of which a block voting instruction has been issued, until the firstto occur of: (a) the conclusion of the Meeting specified in such block voting instruction orany meeting held following any adjournment of any such Meeting (whichever is thelater); and (b) the surrender to the Existing Paying Agent not less than 48 hours before thetime for which such Meeting or adjourned Meeting is convened of the receiptissued by such Existing Paying Agent in respect of each such deposited Bearer2028 Debenture which is to be released or the Bearer 2028 Debenture(s) ceasingwith the agreement of the Existing Paying Agent to be held to its order or underits control and the giving of notice from the Existing Paying Agent to theCompany of the necessary amendment to the block voting instruction. A holder whose Bearer Existing 2028 Debentures are held on behalf of Euroclearand/or Clearstream, Luxembourg who wishes to obtain a voting certificate or givea voting instruction instructing an Existing Paying Agent to appoint a proxy toattend and vote at the Meeting on his or her behalf should not less than 48hours before the time appointed for the holding of the Meeting and within therelevant time limit specified by Euroclear and/or Clearstream, Luxembourg, asthe case may be, request the relevant Clearing System to block his or her BearerExisting 2028 Debentures in his or her own account and hold the same to theorder or under the control of an Existing Paying Agent. A holder whose Bearer Existing 2028 Debentures have been so blocked will thus beable to obtain a voting certificate from, or procure that a voting instructionis given in accordance with the procedures of, Euroclear or Clearstream,Luxembourg to an Existing Paying Agent. Existing 2028 Debentures so blocked willbe released in accordance with the procedures set out above and in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg, as the case maybe. 4. Quorum requirements: The quorum required at the Meeting shall be one or morepersons present holding Existing 2028 Debentures or voting certificates or beingproxies or representatives and holding or representing in the aggregate not lessthan a clear majority in nominal amount of the Existing 2028 Debentures for thetime being outstanding. At any adjourned Meeting, the quorum required shall beone or more persons present holding Existing 2028 Debentures or votingcertificates or being proxies or representatives (whatever the nominal amount ofthe Existing 2028 Debentures so held or represented by them). 5. Adjournment: If within five minutes (or such longer period not exceedingtwenty minutes as the Chairman may decide) after the time appointed for any suchMeeting, a quorum is not present, such meeting shall stand adjourned to such aday (not being less than ten nor more than twenty-eight days thereafter), timeand place as may be appointed by the Chairman. 6. Voting by show of hands or poll: Every question submitted to each Meetingshall be decided in the first instance by a show of hands unless a poll is(before or on the declaration of the result of the show of hands) demanded bythe Chairman or by two or more persons present holding Existing 2028 Debenturesor voting certificates or being proxies or representatives (whatever the nominalamount of the Existing 2028 Debentures so held or represented by them) or by oneor more persons representing by proxy at least one-twentieth of the nominalamount of the Existing 2028 Debentures for the time being outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Debentureholder or as a holder of a voting certificateor as a proxy or as a representative. 7. Representation of vote: On a show of hands every person who is present inperson and produces a Bearer Existing 2028 Debenture or voting certificate or isa holder of Registered Existing 2028 Debentures or is a proxy or representativeshall have one vote. On a poll every person who is so present shall have onevote in respect of each £1 in nominal amount of Existing 2028 Debentures soproduced or represented by the voting certificate so produced or in respect ofwhich such person is a proxy or representative or in respect of which suchperson is the Debentureholder. 8. Voting majority requirements: To be passed at the relevant Meeting, theExtraordinary Resolution requires a majority consisting of not less thanthree-fourths of the persons voting thereat upon a show of hands or if a poll isduly demanded then by a majority consisting of not less than three-fourths ofthe votes given on such poll. If passed, the Extraordinary Resolution shall bebinding upon all Debentureholders, whether present or not present at the Meetingat which it is passed and whether or not voting and upon all Couponholders (asdefined in the Trust Deed). This Notice is given by The British Land Company PLC. Debentureholders should contact the following for further information: The Solicitation Agent: The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 207085 3205/8056. The Administrative Agent: The Bank of New York at One Canada Square, London E145AL, Tel: +44 (0) 20 7777 5770 or by email to [email protected] orTel: +44 (0) 20 7964 6512 or by email to [email protected]. The Principal Paying Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 5770 or by email [email protected]. The Registrar: JPMorgan Chase Bank, N.A., acting through the Receiving Agent,Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU. Dated: 24 November 2006 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. £250,000,000 8 7/8 per cent. First Mortgage Debenture Stock due 2035 (of which £41,702,500 remains outstanding) (the Existing 2035 Debentures) (ISIN: XS0060174520/GB0001302867) issued by The British Land Company PLC (the Company)(incorporated with limited liability in England and Wales with registered number 621920) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fifth Schedule tothe trust deed dated 6 October 1995 (as amended and supplemented from time totime, the Trust Deed) constituting the Existing 2035 Debentures and made betweenthe Company, the Charging Companies (as defined in the Trust Deed) and RoyalExchange Trust Company Limited (the Trustee), a meeting of the holders of theExisting 2035 Debentures (the Debentureholders) has been convened by the Companyand will be held at the offices of The British Land Company PLC, 10 CornwallTerrace, Regent's Park, London NW1 4QP on 18 December 2006 at 9.45 a.m. Londontime or as soon after such time as the meeting of the holders of the £25,387,6159 3/8 per cent. First Mortgage Debenture Stock due 2028 issued by the Company,convened for 9.30 a.m. on the same day, shall have concluded or been adjourned,for the purpose of considering and, if thought fit, passing the followingresolution which will be proposed as an Extraordinary Resolution in accordancewith the provisions of the Trust Deed: "THAT this meeting of the holders of the outstanding £250,000,000 8 7/8 per cent.First Mortgage Debenture Stock due 2035 (of which £41,702,500 remainsoutstanding) (the Existing 2035 Debentures) of The British Land Company PLC (theCompany) constituted by a trust deed dated 6 October 1995 (as amended andsupplemented from time to time, the Trust Deed) made between the Company, theCharging Companies (as defined in the Trust Deed) and Royal Exchange TrustCompany Limited (the Trustee) as trustee for the holders of the Existing 2035Debentures hereby: (A) (subject to paragraph (F) of this Extraordinary Resolution) assents to themodification of the terms and conditions (the Conditions) of the Existing 2035Debentures by the addition of a new Condition 6.10 giving the Company the rightto redeem all of the Existing 2035 Debentures at an amount for each £1,000 inprincipal amount of the Existing 2035 Debentures equal to the Existing DebenturePrice, by the issue of Amortising 2035 Debentures and payment of a cash amount(or solely by payment of cash), all as provided in and subject to the terms ofand in accordance with the relevant Proposal, on giving not less than one normore than seven Business Days' notice to Debentureholders by issuing anannouncement of redemption (the Announcement) via an RIS at any time not laterthan two Business Days after the Longstop Date, the redemption in accordancewith the Announcement to be conditional on the Amortising 2035 Debentures beingadmitted to official listing on the Gilt Edged and Fixed Income Market of theLondon Stock Exchange, subject only to the issue of the Amortising 2035Debentures. If the condition relating to the listing of the Amortising 2035 Debentures isnot satisfied on or before the expiry of the notice period specified in theAnnouncement, the redemption of the Existing 2035 Debentures shall becomeincapable of becoming unconditional and, accordingly, no redemption of theExisting 2035 Debentures shall occur pursuant to new Condition 6.10. The Companywill issue a further announcement via an RIS on the expiry of the notice periodspecified in the Announcement to inform the holders of the Existing 2035Debentures whether the Existing 2035 Debentures will be redeemed in accordancewith new Condition 6.10. (B) (subject to paragraph (F) of this Extraordinary Resolution) assents to theentry by the Trustee into the draft supplemental trust deed produced to thismeeting and signed by the chairman of the meeting for the purpose ofidentification, with such amendments, if any, as may be requested by the Companyand approved by the Trustee in its sole discretion or required by the Trustee(the First Supplemental Composite Trust Deed); (C) (subject to paragraph (F) of this Extraordinary Resolution) authorises,directs, requests and empowers the Trustee to concur in, approve, and executeand do all such deeds, instruments, acts and things that may be necessary,desirable or expedient in the sole opinion of the Trustee to carry out and giveeffect to this Extraordinary Resolution and the relevant Proposal; (D) (subject to paragraph (F) of this Extraordinary Resolution) sanctions andapproves every modification, abrogation, variation or compromise of, orarrangement in respect of, the rights of Debentureholders necessary to giveeffect to this Extraordinary Resolution and the relevant Proposal (whether ornot the rights arise under the Trust Deed) and assents to every modification,variation or abrogation of the Conditions (as defined in the Trust Deed) of theExisting 2035 Debentures and/or the provisions contained in the Trust Deedinvolved in or inherent in or effected by the implementation of thisExtraordinary Resolution and the relevant Proposal; (E) discharges and exonerates the Trustee from any liability in respect of anyact or omission for which it may have become responsible under the Trust Deedand/or the Existing 2035 Debentures in connection with this ExtraordinaryResolution; (F) declares that this Extraordinary Resolution shall be in all respectsconditional on the following condition being satisfied or waived by the Companyin accordance with the provisions of the Consent Solicitation Document publishedby the Company on 24 November 2006 (the Document) - the requisite majority ofholders of the Existing 2028 Debentures voting in favour of the relevantExtraordinary Resolution at the Meeting at which such holders are asked toconsider such Extraordinary Resolution and any condition to such ExtraordinaryResolution having been satisfied or waived (or, where a further meeting ormeetings is or are convened by the Company to consider the same or alternativeproposals in respect of the Existing 2028 Debentures, the requisite majority ofsuch holders voting in favour of the extraordinary resolution proposed at anysuch further meeting and any condition to that extraordinary resolution beingsatisfied or (if capable of waiver) waived); and (G) acknowledges that capitalised terms used in this Extraordinary Resolutionand not otherwise defined shall have the same meanings given to them in theDocument, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enablingDebentureholders to consider the proposals outlined in the Consent SolicitationDocument published by the Company on 24 November 2006 (the Document) andresolve, if they think fit, to pass the Extraordinary Resolution proposed inrelation to the Existing 2035 Debentures. Capitalised terms used in this Noticeand not otherwise defined shall have the meanings given to them in the Document,unless the context otherwise requires. The Trustee has not been involved in the formulation of the Proposals outlinedin the Document or the Extraordinary Resolution and, in accordance with normalpractice, expresses no opinion on the merits of those Proposals or on theExtraordinary Resolution or on whether Debentureholders would be acting inDebentureholders' best interests in approving them, and nothing in this Noticeshould be construed as a recommendation to Debentureholders from the Trustee tovote in favour of, or against, the Extraordinary Resolution. Debentureholdersshould take their own independent financial advice on the merits and on theconsequences of voting in favour of the Extraordinary Resolution, including anytax consequences. However, on the basis of the information contained in theDocument, the Trustee has authorised the Company to state that the Trustee hasno objection to the Extraordinary Resolution being put to Debentureholders fortheir consideration. General Copies of the Document are available for collection by Debentureholders at thespecified office of the Principal Paying Agent and the Receiving Agent and atthe specified office of the Solicitation Agent in each case as set out below, onand after the date of this Notice and will be available at the Meeting. ADebentureholder will be required to produce evidence satisfactory to thePrincipal Paying Agent or the Receiving Agent or the Solicitation Agent as tohis or her status as a Debentureholder before being permitted to collect a copyof the Document. Copies of (i) the Trust Deed, this Notice and the Document;(ii) the current draft of the First Supplemental Composite Trust Deed referredto in the Extraordinary Resolution and certain other documents as specified inthe Document are, on and from 24 November 2006, available for inspection by theDebentureholders at the specified office of the Solicitation Agent and thePrincipal Paying Agent and the Receiving Agent during normal business hours onany weekday (Saturdays, Sundays and public holidays excepted) up to andincluding the Expiration Date. Revised versions of any draft documents describedin (ii) above will be available as set out above (marked to indicate changes tothe draft made available on 24 November 2006) no later than two Business Daysbefore the date of the Meeting and at the Meeting. Any such revised documentmade available as set out above will supersede the previous draft of suchdocument and Debentureholders will be deemed to have notice of any changes. The attention of Debentureholders is particularly drawn to the quorum requiredfor the Meeting and for any meeting held following any adjournment of any suchMeeting, which is set out in paragraph 4 of "Voting and Quorum" below. Havingregard to such requirements, Debentureholders are strongly urged either toattend the Meeting or to take steps to be represented at the Meeting, asreferred to below, as soon as possible. Voting and Quorum Debentureholders who have submitted and not revoked a valid Instructioninstructing an Existing Paying Agent or the Receiving Agent to appoint theAdministrative Agent as their proxy to vote in favour of the ExtraordinaryResolution to be proposed at the Meeting and any meeting held following anyadjournment of any such Meeting need take no further action to be represented atthe Meeting or any such adjourned meeting. Debentureholders who have notsubmitted or have submitted and subsequently revoked an Instruction should takenote of the provisions set out below detailing how such Debentureholders canattend or take steps to be represented at the Meeting. 1. Debentureholder attendance: A holder of Existing 2035 Debentures in bearerform (Bearer Existing 2035 Debentures and Bearer Debentureholders, respectively)wishing to attend and vote at the Meeting in person must produce at such Meetinghis or her Bearer Existing 2035 Debentures in definitive form or a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Bearer Existing 2035 Debenture(s) in respect of which he or shewishes to vote. A holder of Existing 2035 Debentures in registered form(Registered Existing 2035 Debentures and Registered Debentureholders,respectively) wishing to attend and vote at the Meeting in person must produceat such Meeting either, in the case of an individual holder, his or herRegistered Existing 2035 Debentures in definitive form or, in the case of acorporate holder, a duly approved resolution of the governing body of suchcorporation authorising such person to act as the corporation's representative,together in each case with satisfactory evidence of identity. 2. Appointment of proxies: A Bearer Debentureholder not wishing to attend andvote at the Meeting in person may deliver his or her Bearer Existing 2035Debenture(s) or valid voting certificate(s) in respect of such Bearer Existing2035 Debentures to the person whom he or she wishes to attend on his or herbehalf or give a voting instruction instructing the Existing Paying Agent toappoint a proxy to attend and vote at such Meeting in accordance with his or herinstructions. A Registered Debentureholder not wishing to attend and vote at the Meeting inperson may deliver to the Receiving Agent an instrument in writing (a Form ofProxy) signed by the holder (or, in the case of a corporation, executed underits common seal or signed on its behalf by an attorney or a duly authorisedofficer of the corporation) appointing a proxy to act on his or its behalf inconnection with the Meeting and any such adjourned Meeting. A Form of Proxy maybe obtained from the specified office of the Receiving Agent not later than 48hours (being a period of 48 hours including all or part of two days upon whichbanks are open for business in London (disregarding for this purpose the dayupon which the Meeting is to be held) and such period shall be extended by oneperiod or, to the extent necessary, more periods of 24 hours until there isincluded as aforesaid all or part of two days upon which banks are open forbusiness in London) (48 hours)) before the time fixed for the Meeting. In the case of Registered Debentureholders, not less than 48 hours before thetime fixed for the Meeting or any adjourned Meeting, the form of proxy and (ifrequired by the Company or the Trustee) the power of attorney or other authority(if any) under which it is signed or a notarially certified or office copy ofsuch power of attorney must be deposited at the office of the Receiving Agentspecified below. 3. Deposit of Bearer Existing 2035 Debentures, voting certificates and blockvoting instructions: The Bearer Existing 2035 Debentures may, not less than 48hours before the time fixed for the Meeting or any meeting held following anyadjournment of any such Meeting, be deposited with any Existing Paying Agent or(to its satisfaction) held to its order or under its control for the purpose of: (i) obtaining voting certificates from such Existing Paying Agent; or (ii) instructing such Existing Paying Agent to complete a block votinginstruction in respect of such Bearer Existing 2035 Debentures appointing aproxy to attend and vote at the Meeting or any adjourned Meeting in accordancewith the instructions of the relevant Bearer Debentureholder. A BearerDebentureholder will need to give such voting instructions (such votinginstructions being neither revocable nor capable of amendment by theDebentureholder during the period commencing 48 hours prior to the time forwhich the Meeting or any adjourned Meeting is convened and ending at theconclusion or adjournment of such Meeting or adjourned Meeting) in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg (if the relevantExisting 2035 Debentures are held in either such clearing system) or on a votinginstruction form obtainable from the specified office of the Existing PayingAgent, to any Existing Paying Agent, not less than 48 hours before the timefixed for the Meeting or any adjourned Meeting, to enable such Existing PayingAgent to complete the block voting instruction. Bearer Existing 2035 Debentures so deposited or held will not be released: (i) Voting certificates: in the case of Bearer Existing 2035 Debentures inrespect of which a voting certificate has been issued, until the first to occurof: (a) the conclusion of the Meeting specified in such certificate or any meetingheld following any adjournment of any such Meeting (whichever is the later); and (b) the surrender of the certificate to the Existing Paying Agent who issued thecertificate; (ii) Block voting instructions: in the case of Bearer Existing 2035 Debenturesin respect of which a block voting instruction has been issued, until the firstto occur of: (a) the conclusion of the Meeting specified in such block voting instruction orany meeting held following any adjournment of any such Meeting (whichever is thelater); and (b) the surrender to the Existing Paying Agent not less than 48 hours before thetime for which such Meeting or adjourned Meeting is convened of the receiptissued by such Existing Paying Agent in respect of each such deposited Bearer2035 Debenture which is to be released or the Bearer 2035 Debenture(s) ceasingwith the agreement of the Existing Paying Agent to be held to its order or underits control and the giving of notice from the Existing Paying Agent to theCompany of the necessary amendment to the block voting instruction. A holder whose Bearer Existing 2035 Debentures are held on behalf of Euroclearand/or Clearstream, Luxembourg who wishes to obtain a voting certificate or givea voting instruction instructing an Existing Paying Agent to appoint a proxy toattend and vote at the Meeting on his or her behalf should not less than 48hours before the time appointed for the holding of the Meeting and within therelevant time limit specified by Euroclear and/or Clearstream, Luxembourg, asthe case may be, request the relevant Clearing System to block his or her BearerExisting 2035 Debentures in his or her own account and hold the same to theorder or under the control of an Existing Paying Agent. A holder whose Bearer Existing 2035 Debentures have been so blocked will thus beable to obtain a voting certificate from, or procure that a voting instructionis given in accordance with the procedures of, Euroclear or Clearstream,Luxembourg to an Existing Paying Agent. Existing 2035 Debentures so blocked willbe released in accordance with the procedures set out above and in accordancewith the procedures of Euroclear and/or Clearstream, Luxembourg, as the case maybe. 4. Quorum requirements: The quorum required at the Meeting shall be one or morepersons present holding Existing 2035 Debentures or voting certificates or beingproxies or representatives and holding or representing in the aggregate not lessthan two-thirds in nominal amount of the Existing 2035 Debentures for the timebeing outstanding. At any adjourned Meeting, the quorum required shall be one ormore persons present holding Existing 2035 Debentures or voting certificates orbeing proxies or representatives and holding or representing in the aggregatenot less than one-third in nominal amount of the Existing 2035 Debentures. 5. Adjournment: If within five minutes (or such longer period not exceedingtwenty minutes as the Chairman may decide) after the time appointed for any suchMeeting, a quorum is not present, such meeting shall stand adjourned to such aday (not being less than ten nor more than twenty-eight days thereafter), timeand place as may be appointed by the Chairman. 6. Voting by show of hands or poll: Every question submitted to each Meetingshall be decided in the first instance by a show of hands unless a poll is(before or on the declaration of the result of the show of hands) demanded bythe Chairman or by two or more persons present holding Existing 2035 Debenturesor voting certificates or being proxies or representatives (whatever the nominalamount of the Existing 2035 Debentures so held or represented by them) or by oneor more persons representing by proxy at least one-twentieth of the nominalamount of the Existing 2035 Debentures for the time being outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Debentureholder or as a holder of a voting certificateor as a proxy or as a representative. 7. Representation of vote: On a show of hands every person who is present inperson and produces a Bearer Existing 2035 Debenture or voting certificate or isa holder of Registered Existing 2035 Debentures or is a proxy or representativeshall have one vote. On a poll every person who is so present shall have onevote in respect of each £1 in nominal amount of Existing 2035 Debentures soproduced or represented by the voting certificate so produced or in respect ofwhich such person is a proxy or representative or in respect of which suchperson is the Debentureholder. 8. Voting majority requirements: To be passed at the relevant Meeting, theExtraordinary Resolution requires a majority consisting of not less thanthree-fourths of the persons voting thereat upon a show of hands or if a poll isduly demanded then by a majority consisting of not less than three-fourths ofthe votes given on such poll. If passed, the Extraordinary Resolution shall bebinding upon all Debentureholders, whether present or not present at the Meetingat which it is passed and whether or not voting and upon all Couponholders (asdefined in the Trust Deed). This Notice is given by The British Land Company PLC. Debentureholders should contact the following for further information: The Solicitation Agent: The Royal Bank of Scotland at 135 Bishopsgate, London EC2M 3UR, Tel: +44 (0) 207085 3205/8056. The Administrative Agent: The Bank of New York at One Canada Square, London E145AL, Tel: +44 (0) 20 7777 5770 or by email to [email protected] orTel: +44 (0) 20 7964 6512 or by email to [email protected]. The Principal Paying Agent: JPMorgan Chase Bank, N.A. at Trinity Tower, 9 ThomasMore Street, London E1W 1YT, Tel: +44 (0) 20 7777 5770 or by email [email protected]. The Registrar: JPMorgan Chase Bank, N.A., acting through the Receiving Agent,Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU. Dated: 24 November 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
British Land