Acquisition(s)
FOR IMMEDIATE RELEASE
7 September 2007
LONDON & ASSOCIATED PROPERTIES PLC :
PROPOSED ACQUISITION OF OUTSTANDING 50% INTEREST IN ANALYTICAL PROPERTIES
HOLDINGS LIMITED, OWNER OF
KING EDWARD COURT SHOPPING CENTRE, WINDSOR
* London & Associated Properties PLC ("LAP" or "the Company") to acquire 50%
interest in Analytical Property Holdings Ltd ("APHL") it does not already
own for approximately £14.1 million in cash
* APHL holds one property - King Edward Court Shopping Centre, Windsor, of
which part is in the final stages of being redeveloped
* King Edward Court has market value of £97.0 million and currently generates
annual net rents of approximately £2.4 million. In addition, it has prelet
units in the redevelopment which will produce a further £2.4 million of
rent on completion
* King Edward Court was originally acquired in joint venture with Bank of
Scotland for £45 million in December 2002
* Proposed acquisition conditional on shareholder approval - irrevocable
undertakings obtained for approximately 57.21% of LAP's issued share
capital*
Contact:
London & Associated Properties Tel 020 7415 5000
John Heller, Chief Executive
Robert Corry, Finance Director
Baron Phillips Associates Tel: 020 7920 3161
Baron Phillips
Oriel Securities Limited Tel: 020 7710 7600
Scott Richardson Brown
Gareth Price
* Excluding shares held in treasury by the Company
Details of the Proposed Acquisition
1. Introduction and summary of the Proposed Acquisition
The Company is pleased to announce that it has entered into a conditional sale
and purchase agreement (the "Acquisition Agreement") with Uberior and Bank of
Scotland to acquire the 50 per cent. interest in APHL that it does not already
own (the "Proposed Acquisition"). The Company will make payments to complete
the Proposed Acquisition of approximately £14.1 million in aggregate.
Pursuant to the terms of the Acquisition Agreement, the Company has
conditionally agreed to acquire: (i) the 50 per cent. of the issued share
capital of APHL that the Company does not already own from Uberior for
approximately £11.8 million; and (ii) £1,829,000 of secured, subordinated "B"
loan stock of APHL (the ""B" Loan Stock") from Bank of Scotland for £1,829,000
plus an amount equal to the interest that has accrued on that "B" Loan Stock
and continues to accrue up to completion of the Acquisition Agreement, which
LAP estimates will be approximately £454,000 if completion occurs on 25
September 2007.
Due to its size, the Proposed Acquisition is required under the Listing Rules
to be conditional upon the approval of LAP's shareholders. A circular will be
sent to shareholders in due course containing information relating to the
Proposed Acquisition and a notice convening an Extraordinary General Meeting to
consider and, if thought fit, approve the Proposed Acquisition.
The Company has obtained irrevocable undertakings from the Directors who are
both the registered and beneficial owners of Ordinary Shares, certain members
of the Heller family and related companies and trusts to vote in favour of the
Resolution in respect of 43,608,004 Ordinary Shares, representing approximately
57.21 per cent. of the current issued share capital of the Company (excluding
shares held in treasury by the Company), as at the latest practicable date
prior to this announcement.
2. Background to and reasons for the Proposed Acquisition
APHL was established as a 50:50 joint venture company between the Bank of
Scotland (through its wholly owned subsidiary Uberior) and LAP in 2002 to
acquire shopping centres and retail properties. Since its establishment, APHL
has proved to be a highly successful joint venture for its shareholders. APHL
now holds one property, being King Edward Court in Windsor. LAP is proposing to
buy Uberior out of the joint venture by purchasing the 50 per cent. of APHL
that LAP does not already own.
Subject to shareholder approval, LAP will acquire control of King Edward Court
upon completion of the Proposed Acquisition. King Edward Court is in the
process of being redeveloped. This redevelopment comprises four new retail
units, three of which have been pre-let to Zara, Hennes and New Look and one of
which is under offer to a further national fashion retailer; a supermarket
pre-let to Waitrose; a hotel pre-let to Travelodge; a kiosk under offer to a
juice bar operator; and a vacant restaurant which is currently being marketed.
Zara, Hennes, Waitrose, Travelodge and New Look have already taken possession
of their units and are currently fitting them out. The remaining retail unit
and the kiosk are expected to exchange in September 2007.
Following this redevelopment, the Company is confident of the future potential
of the Property in continuing to deliver good returns to Shareholders.
LAP already manages King Edward Court and so the Board expects the integration
of APHL as a wholly owned subsidiary of LAP to be straightforward.
3. Information on APHL
APHL is an unlisted property company focused on acquiring shopping centre
developments and retail property investments with growth opportunities. APHL
was set up in 2002 as a 50:50 joint venture between LAP and Bank of Scotland
(through its wholly owned subsidiary Uberior).
The first investment by APHL and its subsidiary undertakings (the "APHL Group")
was the £45 million acquisition of King Edward Court in December 2002, followed
by the £50 million acquisition of Church Square, St Helens in July 2003. APHL
Group subsequently disposed of St Helens in August of last year for
approximately £75 million, representing a realised net profit of over £20
million.
APHL Group's sole remaining property is King Edward Court, Windsor.
For the twelve months ended 31 December 2006, APHL generated operating profits
of £14.2 million and profit before tax of £8.0 million on net rental income of
£5.9 million. As at 31 December 2006 APHL had net assets of £26.4 million and
gross assets of £130.0 million.
At present, LAP's 50 per cent. interest in APHL is equity accounted for with
its share of net assets included in the Company and its subsidiary
undertakings' (the "Group") balance sheet within "Investments in joint
ventures" and included in the Group's income statement within "Share of profit
of joint ventures after tax". Following the Proposed Acquisition, APHL will be
accounted for as a fully consolidated subsidiary in the Group's financial
information.
4. Financial Effects of the Proposed Acquisition
On completion of the Proposed Acquisition, Uberior and Bank of Scotland will
receive approximately £14.1 million in aggregate from LAP under the Acquisition
Agreement.
LAP is able to meet the £14.1 million required for the Proposed Acquisition
from its existing cash resources and bank facilities.
At 31 December 2006, the Group held cash balances of £14.56 million and had
undrawn available facilities of £12.74 million.
The directors of LAP believe that, taking into account the impact of the
Proposed Acquisition, the Proposed Acquisition will be earnings enhancing to
the Group.
5. Summary of Property Valuation Report
The Property has been externally valued by Allsop LLP at a market value of £
97.0 million. The net rent is approximately £2.43 million per annum after a
ground rent payable of £1.5 million per annum. Three retail stores, the
supermarket and the hotel have all been pre-let on leases of between 15 and 25
years at a total rental of £2,412,811 per annum. One store, a unit and a kiosk
are currently vacant.
6. Current trading and future prospects
On 4 May 2007, the Company issued its annual report for the year ended 31
December 2006, in which John Heller, the Chief Executive, states:
"Following the sale of Church Square, St Helens, the two properties in Notting
Hill and The Mall, Dagenham we will have unencumbered cash on deposit of £25
million. Although in the last 12 months we have been unable to identify any
shopping centre investments that meet our strict acquisition criteria, we were
able to acquire other types of retail property. We continue to look hard at
every shopping centre that comes to market and believe that the slowdown in
consumer spending being experienced and the lower rental growth that this
causes may well lead to a softening of the shopping centre market in which we
have traditionally specialised.
We are in a strong position due to our high cash reserves and undrawn
facilities to take advantage of this and we can move quickly to acquire any
suitable centres that come to the market.
The year to date is going well and I remain confident of a successful 2007."
The Company completed the sale of Saxon Square Shopping Centre, Christchurch,
for £20.5 million on 29 August 2007. This sale has further enhanced the Group's
cash resources.
Since 31 December 2006, the end of the last financial year, LAP and APHL have
continued to experience trading at satisfactory levels and the Board of LAP has
confidence in the financial and trading prospects of the Company and the
enlarged group (after completion of the Proposed Acquisition), for the current
financial year.
7. Principal terms and conditions of the Proposed Acquisition
Pursuant to the terms of the Acquisition Agreement, LAP has conditionally
agreed to acquire: (i) the 50 per cent. of the issued share capital of APHL
that LAP does not already own in consideration of the payment by LAP to Uberior
of approximately £11.8 million in cash; and (ii) £1,829,000 of "B" Loan Stock
held by Bank of Scotland in consideration of the payment by LAP to Bank of
Scotland of £1,829,000 plus an amount equal to the interest that has accrued on
that "B" Loan Stock and continues to accrue up to Completion, which LAP
estimates will be approximately £454,000 if completion occurs on 25 September
2007.
Completion of the Acquisition Agreement is conditional solely upon Shareholders
approving the Proposed Acquisition at an Extraordinary General Meeting. If this
condition has not been fulfilled on or before 5.30 p.m. on 31 October 2007, the
Acquisition Agreement will terminate.
At completion of the Acquisition Agreement, the joint venture agreement between
the Company, Uberior, the Bank of Scotland and APHL regarding the establishment
and operation of APHL will be terminated.
Enquiries:
London and Associated Properties PLC Tel: 020 7415 5000
John Heller, Chief Executive
Robert Corry, Finance Director
Baron Phillips Associates Tel: 020 7920 3161
Baron Phillips
Oriel Securities Limited Tel: 020 7710 7600
Scott Richardson Brown
Gareth Price
The directors of LAP accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
LAP (who have taken all reasonable steps to ensure that such is the case) the
information contained in this announcement for which they have accepted
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Oriel Securities Limited, which is regulated by the Financial Services
Authority, is acting exclusively for LAP and no-one else in connection with the
Proposed Acquisition and will not be responsible to anyone other than LAP for
providing the protections afforded to its customers, nor for providing advice
in relation to the Proposed Acquisition, the contents of this announcement or
any other matters referred to herein.
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