PRESS RELEASE Page 1 of 39 May 6, 2005 For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Summary Recommended cash offers (with Loan Note Alternative) by Citigroup Global Markets Limited on behalf of Retail Property Holdings Trust Limited (a wholly-owned subsidiary of Land Securities Group PLC) for Tops Estates PLC The Boards of Land Securities Group PLC ( Land Securities ) and Tops Estates PLC ( Tops Estates ) announce that they have reached unanimous agreement on the terms of recommended offers for the Shares in and convertible unsecured loan stock of Tops Estates. Citigroup will make the Offers on behalf of Retail Property Holdings Trust Limited, a wholly-owned subsidiary of Land Securities (the Offeror ). The Offers represent an enterprise value for Tops Estates of approximately 517.2 million, including net debt (excluding the CULS) at 30 September 2004 of approximately 207.3 million. Tops Estates is a specialist investor in town and city centre shopping centres. Tops Estates property portfolio comprises shopping centres with a total gross area of approximately 230,000 sq. m. in seven locations - three in the North of England, three in the Midlands and one in London. Tops Estates property portfolio was independently valued as at 31 March 2005 at 566.7 million, based on current annual net rental income of 30.4 million and estimated annual net market rental value of 40.7 million. The acquisition of Tops Estates will strengthen further Land Securities position in the retail sector and the shopping centres being acquired offer Land Securities management and development opportunities to create value. In particular, the Clayton Square Shopping Centre consolidates Land Securities position in Liverpool; Tops Estates sites in Corby provide a longer-term development opportunity; and its properties in Leeds provide Land Securities with an entry into one of the top 10 city centre retail markets in the UK. Land Securities will also continue to deliver the asset management programmes already initiated at Tops Estates sites in Stafford, Harrogate, Worcester and Shepherd s Bush.
The Offers comprise: (a) The Share Offer The Share Offer of 515 pence per Share in cash (with a Loan Note Alternative) values the existing issued share capital of Tops Estates at approximately 236.8 million. The Share Offer represents a discount of 7.9 per cent. to Adjusted Diluted Net Asset Value, as set out in Appendix II, and a premium of 11.3 per cent. to Adjusted Diluted Triple Net Asset Value, as set out in Appendix II, in each case as at 31 March 2005. It also represents a premium of 16.4 per cent. to the Share price of 442.5 pence on 5 May 2005 (the last dealing date prior to the announcement of the Offers). The Adjusted Diluted Net Asset Value reflects the consolidated net asset value of Tops Estates as at 30 September 2004, adjusted for the revaluation of its property portfolio as at 31 March 2005. The Adjusted Diluted Triple Net Asset Value also reflects the estimated (post-tax) FRS13 liability as at 31 March 2005 and the estimated contingent tax liabilities which would accrue if the property portfolio were sold at the 31 March 2005 valuation. (b) The CULS Offer The CULS Offer of 322.92 pence per 1 nominal of CULS in cash (with a Loan Note Alternative) values the CULS at approximately 73.1 million, representing a premium of 17.2 per cent. to the CULS price of 275.5 pence on 5 May 2005 (the last dealing date prior to the announcement of the Offers). The CULS Offer price of 322.92 pence per 1 nominal value of CULS has been calculated in accordance with the terms of the trust deed constituting the CULS and, accordingly, takes account of the adjusted conversion rate which would apply on a takeover offer for Tops Estates becoming wholly unconditional on or before 30 June 2005. CULS holders who validly accept the CULS Offer will also be entitled to accrued but unpaid interest on the CULS up to (but excluding) the date on which the Offers become or are declared unconditional in all respects. The Offeror has conditionally agreed to acquire (through the acquisition of the Chairman s Family Holding Companies) 17,806,834 Shares, representing approximately 38.7 per cent. of the issued share capital of Tops Estates, and 2,538,678 nominal value of CULS, representing approximately 11.2 per cent. of the outstanding CULS. The conditional agreements to acquire the Chairman s Family Holding Companies will remain binding on the respective vendors in the event of a competing offer for Tops Estates. In addition, the Chairman s Family Holding Companies have undertaken not to accept any Third Party Offer for their Shares or CULS.
A subsidiary of Comet Investments Limited, one of the Chairman s Family Holding Companies, owns the freehold interest in the Clayton Square Shopping Centre, Liverpool and part of the purchase price payable by the Offeror upon the acquisition of Comet Investments Limited will represent the market value of that freehold interest. The indirect acquisition of the freehold interest in the Clayton Square Shopping Centre by the Offeror will be subject to the approval of the independent Shareholders of Tops Estates and Tops Estates will convene an extraordinary general meeting of the independent Shareholders in order to consider a resolution to approve the terms on which the freehold interest will be acquired. The terms of the acquisition of the freehold interest are considered by Rothschild to be fair and reasonable so far as other Tops Estates Shareholders are concerned. The Offeror has received irrevocable undertakings to accept or procure the acceptance of the Offers from the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman Charitable Foundation, Evermina Investments Limited and other Tops Estates Directors in respect of 2,023,513 Shares, representing approximately 4.4 per cent. of the issued share capital of Tops Estates and 14,505 nominal value of CULS, representing approximately 0.1 per cent. of the outstanding CULS. These irrevocable undertakings will remain binding in the event of a competing offer being made for Tops Estates and will cease to be binding only if the Offers lapse. In addition, the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman Charitable Foundation and Evermina Investments Limited have undertaken not to accept any Third Party Offer for their Shares or CULS. The Offeror has also received an irrevocable undertaking to accept or procure the acceptance of the Share Offer from Trust of Property Shares plc ( T.O.P.S. ) in respect of 2,150,000 Shares, representing approximately 4.7 per cent. of the issued share capital of Tops Estates. This undertaking is conditional on the approval of the shareholders of T.O.P.S. at an extraordinary general meeting. The Chairman and persons connected to him, who together own 55.6 per cent. of the issued share capital of T.O.P.S., have undertaken to approve the irrevocable undertaking at the extraordinary general meeting. The Offeror has also received a non-binding letter of intent from Aberforth Partners stating that it intends to accept or procure the acceptance of the Offers in respect of 4,082,000 Shares, representing approximately 8.9 per cent. of the issued share capital of Tops Estates, and 3,446,000 nominal value of CULS, representing approximately 15.2 per cent. of the outstanding CULS. The Offeror therefore has either conditionally agreed to acquire, or has received irrevocable undertakings to accept or procure the acceptance of the Offers in respect of, 21,980,347 Shares, representing approximately 47.8 per cent. of the issued share capital of Tops Estates, and 2,553,183 nominal value of CULS, representing approximately 11.3 per cent. of the outstanding CULS. Together with the letter of intent to accept the Offers from Aberforth Partners, this represents approximately 56.7 per cent. of the issued share capital of Tops Estates and 26.5 per cent. of the outstanding CULS.
The Share Offers will be conditional upon, inter alia (a) receipt of valid acceptances in respect of not less than 90 per cent. (or such lower percentage as the Offeror may decide) of the Shares to which the Share Offer relates, and (b) receipt of valid acceptances in respect of not less than 75 per cent. (or such lower percentage as the Offeror may decide) in nominal value of the CULS or the CULS Resolution being passed by the requisite majority at the CULS Meeting or any adjournment thereof. The CULS Offer will be conditional upon the Share Offer becoming or being declared unconditional in all respects. In addition the Offeror has agreed with Tops Estates that, if condition (b) above is satisfied in relation to the CULS, it will waive down the acceptance condition in relation to the Share Offer from 90 per cent. of the Shares to which the Share Offer relates to such number of valid acceptances in relation to the Offers which, together with the Shares and CULS held by the Chairman s Family Holding Companies and other Shares and CULS held, or acquired or contracted to be acquired by the Offeror and its associates (together, the Acquired Tops Estates Securities ), represents not less than 75 per cent. of the Shares on a fully diluted basis. If on any closing date of the Offers: (i) (ii) the acceptance condition in relation to the CULS has been satisfied or the CULS Resolution has been approved by the requisite majority but the Acquired Tops Estates Securities represent less than 75 per cent. of the fully diluted share capital of Tops Estates, or the Acquired Tops Estates Securities represent at least 75 per cent. of the fully diluted share capital of Tops Estates but the acceptance condition in relation to the CULS has not been satisfied and the CULS Resolution has not been approved by the requisite majority, then in either case the Offeror will extend the Offers beyond that closing date. However, the Offeror shall not extend the Offers beyond any time, as specified by the Code, by which an Offer must become or be declared unconditional as to acceptances. The Tops Estates Directors, who have been so advised by Rothschild, consider the terms of the Offers to be fair and reasonable and unanimously recommend the Offers to Shareholders and CULS Holders. In providing advice to the Tops Estates Directors, Rothschild has taken into account the commercial assessments of the Tops Estates Directors. Commenting on the Offers, Francis Salway, CEO of Land Securities, said: Land Securities has one of the leading property businesses in the UK, with over 8 billion currently invested. The acquisition of Tops Estates will further strengthen our position in the retail sector, enabling us to capitalise on the synergies arising from managing an enlarged portfolio of shopping centres. Tops Estates' portfolio is located in medium to large sized conurbations across the UK and offers ongoing asset enhancement opportunities of a type on which both Tops Estates and Land Securities have successful track records."
Everard Goodman, Chairman of Tops Estates, said: The Offers give Shareholders and CULS Holders a price which I recommend they accept as it reflects the value created by the Tops Estates team through its asset management, development and regeneration initiatives and allows the Shareholders and CULS Holders an excellent opportunity to benefit from a realisation of their investment in cash today. Land Securities is well placed to continue to develop further the assets of Tops Estates and to capitalise on its existing resources, knowledge and experience in the town and city centre shopping centre development market. I would like to thank all members of the Tops Estates team for their dynamic approach, dedication and great enthusiasm to deliver growth and also our professional advisers for the positive and progressive roles that they have played throughout the years. This summary should be read in conjunction with the full text of this announcement. The conditions to and certain further terms of the Offers are set out in Appendix I to this announcement. Appendix III to this announcement contains definitions of certain terms used in this announcement. Land Securities is holding a conference call for equity analysts and investors (other than those in any Restricted Jurisdiction) at 9.00 a.m. today. The call is to be hosted by: Francis Salway, Group Chief Executive Mark Collins, Chief Operating Officer A live audio webcast of the conference call will be available on the company's website (www.landsecurities.com). An archive copy and a transcript will then be available at the same address later today.
General Enquiries Land Securities Group PLC Francis Salway Tel: +44 (0) 20 7413 9000 Mark Collins Tel: +44 (0) 20 7413 9000 Emma Denne Tel: +44 (0) 20 7024 5460 www.landsecurities.com Citigroup Global Markets Limited (Financial Adviser to Land Securities and the Offeror) David Wormsley Tel: +44 (0)20 7986 6000 Ian Hart Tel: +44 (0)20 7986 6000 Nicholas Tinworth Tel: +44 (0)20 7986 6000 JPMorgan Cazenove Limited (Joint Corporate Broker to Land Securities and the Offeror) Richard Cotton Tel: +44 (0)20 7588 2828 Roger Clarke Tel: +44 (0)20 7588 2828 UBS Limited (Joint Corporate Broker to Land Securities and the Offeror) James Geary Tel: +44 (0)20 7568 2308 Financial Dynamics (Public Relations Adviser to Land Securities and the Offeror) Stephanie Highett Tel: +44 (0) 20 7831 3113 Dido Laurimore Tel: +44 (0) 20 7831 3113 Tops Estates PLC Everard Goodman Tel: +44 (0) 20 7355 3000 Adam Cohen Tel: +44 (0) 20 7355 3000 Rothschild (Financial Adviser to Tops Estates) Robert Leitao Tel: +44 (0)20 7280 5000 Kevin Ramsden Tel: +44 (0)20 7280 5000 Oriel Securities Limited (Corporate Broker to Tops Estates) Simon Bragg Tel: +44 (0) 20 7710 7600 Scott Richardson Brown Tel: +44 (0) 20 7710 7600
Citigroup, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as financial adviser to Land Securities and the Offeror and no one else in connection with the Offers and will not be responsible to anyone other than Land Securities and the Offeror for providing the protections afforded to clients of Citigroup, nor for providing advice in relation to the Offers. JPMorgan Cazenove, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as joint corporate broker to Land Securities and the Offeror and no one else in connection with the Offers and will not be responsible to anyone other than Land Securities and the Offeror for providing the protections afforded to clients of JPMorgan Cazenove, nor for providing advice in relation to the Offers. UBS Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as joint corporate broker to Land Securities and the Offeror and no one else in connection with the Offers and will not be responsible to anyone other than Land Securities and the Offeror for providing the protections afforded to clients of UBS Limited, nor for providing advice in relation to the Offers. Rothschild, which is regulated by the Financial Services Authority for the conduct of designated investment business in the United Kingdom, is acting exclusively as financial adviser to Tops Estates and for no one else in connection with the Offers and will not be responsible to anyone other than Tops Estates for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Offers. Oriel Securities Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting as corporate broker to Tops Estates and noone else in connection with the Offers and will not be responsible to anyone other than Tops Estates for providing the protections afforded to clients of Oriel Securities Limited, nor for providing advice in relation to the Offers. The availability of the Offers (including the Loan Note Alternative) to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements. Further details in relation to Overseas Shareholders and Overseas CULS Holders will be contained in the Offer Document. Unless otherwise determined by the Offeror, the Offers (including the Loan Note Alternative) will not be made, directly or indirectly, in or into, or by use of the mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) or interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction. The Offers (including the Loan Note Alternative) will not be capable of acceptance from or within any Restricted Jurisdiction or by use of any means, instrumentality or facilities. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offers. Notwithstanding the foregoing, the Offeror will retain the right to permit the Offers to be accepted and any
sale of securities pursuant to the Offers to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. The Loan Notes which may be issued pursuant to the Loan Note Alternative will not be listed on any stock exchange and will not be registered or filed under any relevant laws of any Restricted Jurisdiction, and no prospectus or other documentation which would otherwise be required to be prepared in respect of the Loan Notes pursuant to any relevant laws of a Restricted Jurisdiction has been lodged with or registered by any securities commission or similar authority in any Restricted Jurisdiction. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from any of the Restricted Jurisdictions, or to or for the account or benefit of any US person or resident of any of the Restricted Jurisdictions. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. Any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Tops Estates, owns or controls or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Tops Estates is generally required under the provisions of Rule 8 of the City Code to notify a Regulatory Information Service as specified in the Listing Rules and the Panel by no later than 12.00 noon (London time) on the business day following the date of the transaction of every dealing in such securities (or in any option in respect of, or derivative referenced to, any such securities) during the period to the date on which the Share Offer becomes or is declared unconditional as to acceptances or lapses. Dealings by the Offeror or Tops Estates (or by their respective associates, within the definition set out in the City Code) in any class of securities of Tops Estates until the end of such period must also be disclosed (save where omission of such associates from this requirement has been approved by the Panel). Please consult your financial adviser immediately if you believe this Rule may be applicable to you.
For immediate release 6 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 1. Introduction Recommended cash offers (with Loan Note Alternative) by Citigroup Global Markets Limited on behalf of Retail Property Holdings Trust Limited (a wholly-owned subsidiary of Land Securities Group PLC) for Tops Estates PLC The Boards of Land Securities Group PLC ( Land Securities ) and Tops Estates PLC ( Tops Estates ) announce that they have reached unanimous agreement on the terms of recommended offers for the Shares in and convertible unsecured loan stock of Tops Estates. Citigroup will make the offers on behalf of Retail Property Holdings Trust Limited, a wholly-owned subsidiary of Land Securities (the Offeror ). 2. The Offers The Offers comprise the Share Offer of 515 pence per Share in cash (with a Loan Note Alternative) and the CULS Offer of 322.92 pence per 1 nominal of CULS in cash (with a Loan Note Alternative). The Offers value the existing issued share capital of Tops Estates at approximately 236.8 million and the outstanding CULS at approximately 73.1 million. The Offers represent an enterprise value for Tops Estates of approximately 517.2 million, including net debt (excluding the CULS) at 30 September 2004 of approximately 207.3 million. The Offers will be on the terms and subject to the Conditions set out in Appendix I and the further terms that will be set out in the Offer Document. Citigroup is acting as exclusive financial adviser to Land Securities and the Offeror in relation to the Offers. JPMorgan Cazenove and UBS Limited are acting as joint corporate brokers to Land Securities and the Offeror in relation to the Offers. Rothschild is acting as exclusive financial adviser to Tops Estates in relation to the Offers and Oriel Securities is acting as corporate broker to Tops Estates in relation to the Offers. Under the terms of the Offers, Shareholders and CULS Holders will be offered, respectively: For each Share For each 1 nominal of CULS 515 pence in cash 322.92 pence in cash
In assessing the Offers, the Tops Estates Directors have had regard, inter alia, to the net asset value of Tops Estates. Set out in Appendix II is a calculation of Adjusted Diluted Net Asset Value and Adjusted Diluted Triple Net Asset Value, in each case as at 31 March 2005 which has been prepared by the Tops Estates Directors (and which reflects, inter alia, the open market valuation of Tops Estates properties as at 31 March 2005 in accordance with the report and valuation prepared by Cluttons LLP). The estimate, for which the Tops Estates Directors are solely responsible, has been prepared for illustrative purposes only and, because of its nature, cannot give a complete picture of the financial position of Tops Estates, and does not constitute a profit forecast. The Share Offer of 515 pence per Share represents a discount of 7.9 per cent. to Adjusted Diluted Net Asset Value and a premium of 11.3 per cent. to Adjusted Diluted Triple Net Asset Value, in each case as at 31 March 2005. The Adjusted Diluted Net Asset Value reflects the consolidated net asset value of Tops Estates as at 30 September 2004, adjusted for the revaluation of its property portfolio as at 31 March 2005. The Adjusted Diluted Triple Net Asset Value also reflects the estimated (post-tax) FRS13 liability as at 31 March 2005 and the estimated contingent tax liabilities which would accrue if the property portfolio were sold at the 31 March 2005 valuation. The Share Offer also represents a premium of 16.4 per cent. to the Share price of 442.5 pence on 5 May 2005 (the last dealing date prior to the announcement of the Offers). The CULS Offer represents a premium of 17.2 per cent. to the CULS price of 275.5 pence on 5 May 2005 (the last dealing date prior to the announcement of the Offers). The CULS Offer price of 322.92 pence per 1 nominal value of CULS has been calculated in accordance with the terms of the trust deed constituting the CULS and, accordingly, takes account of the adjusted conversion rate which would apply on a takeover offer for Tops Estates becoming wholly unconditional on or before 30 June 2005. The sources of information and bases of calculation contained in this announcement are set out in Appendix II. Tops Estates intends to convene an extraordinary general meeting of CULS Holders to amend the terms of the Trust Deed, conditionally upon the Share Offer becoming or being declared unconditional in all respects, to allow the Offeror compulsorily to acquire all of the outstanding CULS, or to permit Tops Estates to redeem all of the outstanding CULS, in each case at the same price per 1 nominal value of CULS as the price per 1 nominal value of CULS payable under the CULS Offer. See paragraph 6 for further information. The Share Offers will be conditional upon, inter alia (a) receipt of valid acceptances in respect of not less than 90 per cent. (or such lower percentage as the Offeror may decide) of the Shares to which the Share Offer relates, and (b) receipt of valid acceptances in respect of not less than 75 per cent. (or such lower percentage as the Offeror may decide) in nominal value of the CULS or the CULS Resolution being passed by the requisite majority at the CULS Meeting or any adjournment thereof. The CULS Offer will be conditional upon the Share Offer becoming or being declared unconditional in all respects.
In addition the Offeror has agreed with Tops Estates that, if condition (b) above is satisfied in relation to the CULS, it will waive down the acceptance condition in relation to the Share Offer from 90 per cent. of the Shares to which the Share Offer relates to such number of valid acceptances in relation to the Offers which, together with the Shares and CULS held by the Chairman s Family Holding Companies and other Shares and CULS held, or acquired or contracted to be acquired by the Offeror and its associates (together, the Acquired Tops Estates Securities ), represents not less than 75 per cent. of the Shares on a fully diluted basis. If on any closing date of the Offers: (i) (ii) the acceptance condition in relation to the CULS has been satisfied or the CULS Resolution has been approved by the requisite majority but the Acquired Tops Estates Securities represent less than 75 per cent. of the fully diluted share capital of Tops Estates, or the Acquired Tops Estates Securities represent at least 75 per cent. of the fully diluted share capital of Tops Estates but the acceptance condition in relation to the CULS has not been satisfied and the CULS Resolution has not been approved by the requisite majority, then in either case the Offeror will extend the Offers beyond that closing date. However, the Offeror shall not extend the Offers beyond any time as specified by the Code, by which an Offer must become or be declared unconditional as to acceptances. 3. Share Dividend and CULS Interest The Shares will be acquired pursuant to the Share Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching to the Shares, including voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. CULS Holders who validly accept the CULS Offer will be entitled to accrued but unpaid interest on the CULS up to (but excluding) the date on which the Offers become or are declared unconditional in all respects. Save for any such accrued interest, the CULS will be acquired pursuant to the CULS Offer free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching to the CULS. If any of the CULS are compulsorily acquired or redeemed following the passing of the resolutions to be considered at the general meeting of CULS Holders, such CULS will be acquired on the same basis and at the same price payable for the CULS under the CULS Offer.
4. Loan Note Alternative Shareholders and CULS Holders (other than certain Overseas Shareholders and Overseas CULS Holders) who validly accept the Share Offer or the CULS Offer, as the case may be, may elect to receive Loan Notes to be issued by the Offeror as an alternative to receiving any or all of the cash consideration which they would otherwise receive under the Offers on the following basis: for every 1 of cash consideration under the Offers, 1 nominal value of Loan Notes The Loan Notes will be unsecured obligations of the Offeror and will be issued, credited as fully paid, in amounts and integral multiples of 1 in nominal value. The obligation to pay under the Loan Notes will be irrevocably and unconditionally guaranteed for three years from the date of the instrument creating the Loan Notes. The Loan Notes will not be transferable other than with the prior written consent of the Offeror. All fractional entitlements will be disregarded and not paid. The Loan Notes will be governed by English law. The Loan Notes will bear interest (from the date of issue) payable to the relevant holder of Loan Notes (subject to any requirement to deduct tax thereon) semi-annually in arrears on 30 September and 31 March at the rate of 0.55 per cent. below LIBOR. The first interest payment will be made on 30 September 2005 in respect of the period from and including the date of issue of the relevant Loan Notes up to (but excluding) that date. The Loan Note Alternative will be conditional upon the Share Offer becoming or being declared unconditional in all respects, and valid elections having been received by such time for at least 5 million in nominal value of Loan Notes. The Loan Notes will have a term of 10 years and holders of Loan Notes will have the opportunity to redeem them on each interest payment date falling on or after 30 September 2006, provided that any Loan Notes issued after 30 September 2005 will be redeemable only from the first interest payment date falling after the first anniversary of the issue of such Loan Notes. The Offeror will be entitled to redeem all outstanding Loan Notes if the aggregate nominal value of outstanding Loan Notes falls below 5 million at any time during their term. The Loan Note Alternative will remain open for acceptance for so long as the Offers remain open for acceptance. Further details of the Loan Note Alternative will be set out in the Offer Document.
5. Conditional purchases of Shares and CULS and irrevocable undertakings Shares The Offeror has conditionally agreed to acquire (through the acquisition of the Chairman s Family Holding Companies) 17,806,834 Shares, representing approximately 38.7 per cent. of the issued share capital of Tops Estates. The acquisition of the Chairman s Family Holding Companies, which are beneficially owned by the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman Charitable Foundation, will be effected pursuant to a share purchase agreement in respect of each of the Chairman s Family Holding Companies. Except in the case of Comet Investments Limited, the only material assets of the Chairman s Family Holding Companies are Shares and CULS and the purchase price for the Chairman s Family Holding Companies will be calculated based on their respective net asset values at the date the Offers become or are declared unconditional as to acceptances. In determining the net asset values of the Chairman s Family Holding Companies, the Shares and CULS held by them will be valued at the price payable by the Offeror under the Offers. A subsidiary of Comet Investments Limited also owns the freehold interest in the Clayton Square Shopping Centre, Liverpool and part of the purchase price payable by the Offeror upon the acquisition of Comet Investments Limited will represent the market value of that freehold interest. The indirect acquisition of the freehold interest in the Clayton Square Shopping Centre by the Offeror will be subject to the approval of the independent Shareholders of Tops Estates and Tops Estates will convene an extraordinary general meeting of the independent Shareholders in order to consider a resolution to approve the terms on which the freehold interest will be acquired. The terms of the acquisition of the freehold interest are considered by Rothschild to be fair and reasonable so far as other Shareholders are concerned. In the event that the acquisition of the freehold interest is not approved by the independent shareholders, the freehold interest will not form part of the acquisition of the Chairman s Family Holding Companies and, in those circumstances, Everard Goodman has agreed with the Panel that he will procure that the freehold interest is not sold to Land Securities within 12 months of 5 May 2005 and that, if the freehold interest is sold within three years from 5 May 2005, it will be sold through an auction process. In connection with the acquisition of the Chairman s Family Holding Companies, each of the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman Charitable Foundation and the Chairman s Family Holding Companies has agreed, for so long as the Offers remain open for acceptance, not to, directly or indirectly, sell or otherwise dispose of any Shares or CULS held by them (respectively) or to acquire or enter into any agreement to acquire Relevant Tops Estates Securities. Each of them also agrees that it will not accept any Third Party Offer and that it will cast all votes which it has the power to exercise, or to direct the exercise of, in relation to any CULS in favour of the CULS Resolution and (to the extent permitted to do so by the Panel) in relation to the Shares in favour of any resolution which may be put to Shareholders in connection with the Offers pursuant to Rule 16 of the Code.
The Offeror has received irrevocable undertakings to accept or procure the acceptance of the Share Offer from the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman Charitable Foundation, Evermina Investments Limited and other Tops Estates Directors in respect of 2,023,513 Shares, representing approximately 4.4 per cent. of the issued share capital of Tops Estates. These irrevocable undertakings will remain binding in the event of a competing offer being made for Tops Estates and will cease to be binding only if the Offers lapse. In addition, Evermina Investments Limited has undertaken not to accept any Third Party Offer for its Shares. The Offeror has also received an irrevocable undertaking to accept or procure the acceptance of the Share Offer from T.O.P.S. in respect of 2,150,000 Shares, representing approximately 4.7 per cent. of the issued share capital of Tops Estates. This undertaking is conditional on the approval of the shareholders of T.O.P.S. at an extraordinary general meeting. The Chairman and persons connected to him, who together own 55.6 per cent. of the issued share capital of T.O.P.S., have undertaken to approve the irrevocable undertaking at the extraordinary general meeting. The Offeror has also received a non-binding letter of intent from Aberforth Partners stating that it intends to accept or procure the acceptance of the Share Offer in respect of 4,082,000 Shares, representing approximately 8.9 per cent. of the issued share capital of Tops Estates. The Offeror therefore has either conditionally agreed to acquire, or has received irrevocable undertakings to accept or procure the acceptance of the Share Offer in respect of, 21,980,347 Shares, representing approximately 47.8 per cent. of the issued share capital of Tops Estates. Together with the letter of intent to accept the Share Offer from Aberforth Partners, this represents approximately 56.7 per cent. of the issued share capital of Tops Estates. CULS The Offeror has conditionally agreed to acquire (through the acquisition of the Chairman s Family Holding Companies) 2,538,678 nominal value of CULS, representing approximately 11.2 per cent. of the outstanding CULS, on the terms outlined above. The Offeror has received irrevocable undertakings to accept or procure the acceptance of the CULS Offer from the Chairman of Tops Estates, Mina Goodman, the Everard and Mina Goodman Charitable Foundation, Evermina Investments Limited and other Tops Estates Directors in respect of 14,505 nominal value of CULS, representing 0.1 per cent. of the outstanding CULS. These irrevocable undertakings will remain binding in the event of a competing offer being made for Tops Estates and will cease to be binding only if the Offers lapse. In addition, Evermina Investments Limited has undertaken not to accept any Third Party Offer for its CULS. Under the non-binding letter of intent from Aberforth Partners, Aberforth Partners has stated that it intends to accept or procure the acceptance of the CULS Offer in respect of 3,446,000 nominal value of CULS, representing approximately 15.2 per cent. of the outstanding CULS, on the terms outlined above.
Land Securities therefore has either conditionally agreed to acquire, or has received irrevocable undertakings to accept the CULS offer in respect of, 2,553,183 nominal value of CULS representing 11.3 per cent. of the outstanding CULS. Together with the letter of intent to accept the CULS Offer from Aberforth Partners, this represents approximately 26.5 per cent. of the outstanding CULS. 6. Information for CULS Holders An extraordinary general meeting of CULS Holders will be convened for the purposes of considering and, if thought fit, passing a resolution, conditionally upon the Share Offer becoming or being declared unconditional in all respects, to approve the amendment of the Trust Deed to include a provision permitting the Offeror compulsorily to acquire all of the outstanding CULS, or to permit Tops Estates to redeem all of the outstanding CULS, in each case at the same price per 1 nominal value of CULS as the price per 1 nominal value of CULS payable under the CULS Offer. In accordance with the terms of the Trust Deed, an extraordinary resolution will be passed if carried by a majority consisting of not less than 75 per cent. of the persons voting on a show of hands or, if a poll is demanded, by a majority consisting of not less than 75 per cent. of the votes given on a poll at a meeting of CULS Holders (either in person or by proxy). 7. Background to and reasons for the Offers Land Securities announced last year that it would be focusing its activities on sectors in the UK commercial property markets where it had market leading positions. One of these core markets is retail, where it currently has a portfolio of 21 shopping centres and 24 retail parks, including properties held in joint ventures. Its retail investment strategy is to acquire retail assets which provide opportunities to benefit from active management thereby creating growth in rental income and asset value. Land Securities will also seek opportunities to create new assets through development. In light of this strategy Land Securities has been refocusing its retail portfolio and it has been actively seeking opportunities to reinvest in the retail property market. Tops Estates is a specialist investor in town and city centre shopping centres. Tops Estates property portfolio comprises shopping centres with a total gross area of approximately 230,000 sq. m. in seven locations - three in the North of England, three in the Midlands and one in London. The acquisition of Tops Estates will strengthen further Land Securities position in the retail sector and the shopping centres being acquired offer Land Securities management and development opportunities to create value. In particular, the Clayton Square Shopping Centre consolidates Land Securities position in Liverpool; Tops Estates sites in Corby provide a longer-term development opportunity; and its properties in Leeds provide Land Securities with an entry into one of the top-10 city centre retail markets in the UK. Land Securities will also continue to deliver the asset management programmes already initiated at Tops Estates sites in Stafford, Harrogate, Worcester and Shepherd s Bush.
8. Information on Land Securities and the Offeror Land Securities is a FTSE 100 company, quoted on the London Stock Exchange. It has been active in the UK's commercial property industry for 60 years. Today, the Land Securities Group maintains its market leading position as the UK's largest quoted property company by providing commercial accommodation and property services to a wide range of occupiers. The Land Securities Group's objective is to maximize long term total returns for its shareholders through its activities, which include property investment, development and property outsourcing. Land Securities holds a market leading position in three areas of the UK commercial property market: Retail Central London offices Property outsourcing. Its investment portfolio, valued in excess of 8 billion, includes more than 800,000 sq m of office space in Central London and substantial retail holdings in Oxford Street, Tottenham Court Road and Notting Hill Gate. In addition the Land Securities Group currently owns or has an interest in 21 shopping centres and 24 retail parks located across the UK. For the year ended 31 March 2004, Land Securities reported gross property income of 1,481 million, operating profit of 566 million and adjusted earnings per share of 48 pence. As at 30 September 2004, shareholders' funds (including non-equity interests) were 6,577 million and adjusted diluted net assets per share were 1443 pence. The Offeror, a wholly owned subsidiary of Land Securities incorporated in the UK, has been formed for the purposes of making the Offer. To date, the Offeror has engaged in no activities other than those incidental to its organisation and the making of the Offer. 9. Information on Tops Estates Tops Estates is a specialist investor in town and city centre shopping centres. Tops Estates property portfolio comprises shopping centres with a total gross area of approximately 230,000 sq. m. in seven locations: Corby (Town Centre and Oasis Retail Park), Harrogate (Victoria Shopping Centre), Leeds (Shopping Plaza and City Exchange Offices), Liverpool (Clayton Square Shopping Centre), London (West 12 Shopping and Leisure Centre at Shepherds Bush), Stafford (Guildhall Shopping Centre and Gaolgate Place Shopping Centre) and Worcester (Cathedral Plaza). For the year ended 31 March 2004, Tops Estates reported rental income of 29.6 million, operating profit of 25.3 million and diluted adjusted earnings per share of 15.95 pence. Shareholders' funds were 250.9 million and adjusted diluted net assets per share was 464 pence. As at 30 September 2004, shareholders' funds were 252.2 million and adjusted diluted net assets per share was 471 pence.
Tops Estates property portfolio was independently valued as at 31 March 2005 at 566.7 million, based on current annual net rental income of 30.4 million and estimated annual net market rental value of 40.7 million. 10. Management and employees Land Securities has given the Board of Tops Estates assurances that the existing employment rights, including pension rights, of the employees of Tops Estates will be fully safeguarded upon the Offers becoming or being declared unconditional in all respects. Everard Goodman will stand down as Chairman and, together with the other directors of Tops Estates, will retire from the board of directors of Tops Estates upon the Offers becoming or being declared unconditional in all respects. 11. Financing The Offers will be financed out of existing available facilities within the Land Securities Group. 12. Compulsory acquisition, de-listing and cancellation of trading If the Offeror receives acceptances under the Share Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Shares, and assuming that all of the other conditions of the Share Offer have been satisfied or waived (if capable of being waived), the Offeror intends to exercise its rights pursuant to the provisions of sections 428 to 430F of the Companies Act to acquire compulsorily any remaining Shares on the same terms as the Share Offer. Assuming that the Offers become or are declared unconditional in all respects, the Offeror intends to procure that Tops Estates, to the extent it is able and entitled to do so, applies to the UKLA for cancellation of the listing of the Shares on the Official List and to the London Stock Exchange for the cancellation of trading of the Shares on the London Stock Exchange's market for listed securities. Cancellation of the listing and admission to trading of the Shares would significantly reduce the liquidity and marketability of any Shares not assented to the Offeror under the Share Offer. 13. Inducement fee Land Securities and the Offeror have entered into an agreement under which Tops Estates has agreed to pay an inducement fee of approximately 3.1 million to the Offeror in the event that: (A) the Tops Estates Directors withdraw or adversely modify their recommendation of one or both of the Offers and thereafter one or both of the Offers lapses or is withdrawn; or
(B) an announcement is made (i) by a third party, which is not acting in concert with Offeror, of an intention to make an offer (whether or not subject to preconditions) for the Shares and/or the outstanding CULS, pursuant to Rule 2.5 of the Code or (ii) of any other proposal by Tops Estates or to Shareholders, which involves, in any such case, a change of control of Tops Estates (other than the acquisition of control by the Offeror and/or a person acting in concert with the Offeror) or which involves the disposal of a material part of the business of Tops Estates, and the transaction referred to in such announcement, or any other transaction announced after the Offers have been formally announced, subsequently becomes or is declared unconditional in all respects or is otherwise completed. 14. Disclosure of interests in Tops Estates Save as disclosed in paragraph 5 above and save for four Shares held by Vega Place Limited, a subsidiary of Land Securities, neither the Offeror nor any of the directors of the Offeror nor, so far as the Offeror is aware, any person acting in concert with the Offeror, owns or controls any Shares or any securities convertible or exchangeable into Shares or any rights to subscribe for or purchase the same, or holds any options (included traded options) in respect of, or has any option to acquire, any Shares or has entered into any derivatives referenced to Shares ("Relevant Tops Estates Securities") which remains outstanding, nor does any such person have any arrangement in relation to Relevant Tops Estates Securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Tops Estates Securities which may be an inducement to deal or refrain from dealing in such securities. 15. General The Offer Document, the Forms of Acceptance and any other ancillary documents (including the circulars for the extraordinary general meetings of Shareholders and CULS Holders) will be posted to Shareholders and CULS Holders (other than, in the case of the Offer Document and the Forms of Acceptance, to persons with addresses in Restricted Jurisdictions), as soon as practicable. The full terms and conditions of the Offers (including details of how the Offers may be accepted) will be set out in the Offer Document and the Forms of Acceptance. In deciding whether or not to accept the Offers in respect of their Shares and CULS, Shareholders and CULS Holders should rely on the information contained in, and follow the procedures described in, the Offer Document and the Forms of Acceptance. The availability of the Share Offer and the CULS Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Shareholders and Overseas CULS Holders will be contained in the Offer Document. The bases and sources of certain information contained in this announcement are set out in Appendix II. Appendix III contains definitions of the terms used in this announcement.
16. Recommendation The Tops Estates Directors, who have been so advised by Rothschild, consider the terms of the Offers to be fair and reasonable. In providing advice to the Tops Estates Directors, Rothschild has taken into account the commercial assessments of the Tops Estates Directors. Accordingly, the Tops Estates Directors intend unanimously to recommend that Shareholders and CULS Holders accept the Offers, as the Chairman of Tops Estates, persons affiliated with him and all of the other Tops Estates Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings in aggregate of 21,980,347 Shares (which includes the Chairman s Family Holding Companies Shares and the T.O.P.S. Shares), representing approximately 47.8 per cent. of the issued share capital of Tops Estates and 2,553,183 nominal value of CULS (which includes the Chairman s Family Holding Companies CULS), representing approximately 11.3 per cent. of the outstanding CULS. General Enquiries Land Securities Group PLC Francis Salway Tel: +44 (0) 20 7413 9000 Mark Collins Tel: +44 (0) 20 7413 9000 Emma Denne Tel: +44 (0) 20 7024 5460 www.landsecurities.com Citigroup Global Markets Limited (Financial Adviser to Land Securities and the Offeror) David Wormsley Tel: +44 (0)20 7986 6000 Ian Hart Tel: +44 (0)20 7986 6000 Nicholas Tinworth Tel: +44 (0)20 7986 6000 JPMorgan Cazenove Limited (Corporate Broker to Land Securities and the Offeror) Richard Cotton Tel: +44 (0)20 7588 2828 Roger Clarke Tel: +44 (0)20 7588 2828 UBS Limited (Joint Corporate Broker to Land Securities and the Offeror) James Geary Tel: +44 (0)20 7568 2308 Financial Dynamics (Public Relations Adviser to Land Securities and the Offeror) Stephanie Highett Tel: +44 (0) 20 7831 3113 Dido Laurimore Tel: +44 (0) 20 7831 3113