AGM 2002

British Land Co PLC 3 July 2002 3rd July 2002 THE BRITISH LAND COMPANY PLC ANNUAL GENERAL MEETING 2002 British Land has noted that a statement from LIL Investments No. 1 Limited was released to a newswire service on 2nd July 2002 and is being sent to some British Land Shareholders. It concerns certain resolutions previously requisitioned by Laxey to be considered at British Land's Annual General Meeting on 16th July 2002. In the circular issued to all Shareholders by British Land on 14th June 2002, the Company set out its record of long-term outperformance, its strategy to continue to deliver future outperformance, and its policy on share buy-backs and the issuance of new equity. The Board also announced its intention to appoint additional non-executive directors and stated that it expected to be able to sustain the higher rate of dividend growth proposed for the financial year ended 31st March 2002. In the letter to Shareholders which formed part of the circular, the Chairman and Deputy Chairman stated that, "We cannot recall a time when there was a better case to be an investor in commercial property. This is precisely not the moment to be realising prime assets, crystallising liabilities and overturning a proven strategy that works." Nothing has happened since that date to alter this view, and the Board remains entirely confident of its ability to deliver excellent returns to all Shareholders. The Board, which has been advised by UBS Warburg Ltd., continues unanimously to recommend that Shareholders vote against the three Laxey resolutions, which seek to overturn the Board's normal powers to manage the business of the Company in the best interests of all Shareholders. See Notes to Editors on next page. Contacts The British Land Company PLC: John Ritblat, Chairman tel: 020 7467 2831/2829 John Weston Smith, Chief Operating Officer tel: 020 7467 2899 Finsbury: Edward Orlebar ) tel: 020 7251 3801 Faeth Birch ) Notes to Editors 1. British Land has produced excellent total returns for Shareholders of 15 per cent. per annum compound over the last 10 years (share price growth plus dividends re-invested), representing 127 per cent. and 120 per cent. of the FTSE 100 and UK listed property sector returns respectively. These returns are calculated to 31st March 2002. Since this date, British Land shares have risen 7.8 per cent. and outperformed the FTSE 100 by 21.6 per cent. and the UK listed property sector by 8.1 per cent. 2. In May British Land exercised its early redemption option on the £323 million 6.5 per cent. Convertible Bonds due 2007. This effectively buys back 48.1 million shares (representing 9 per cent. of shares in issue) at 672 pence per share, but with no increase in gearing, and creates an interest saving of £5.3 million per annum. Diluted net asset value is increased by 11 pence per share. 3. The Laxey statement contains an estimate of the cost of implementing its buy-back proposals at £1,036 million over the period to October 2003. This would raise proforma gearing (net debt to net equity ratio) from the current level of 89 per cent. to 148 per cent. Asset sales of £2 billion (making no allowance for capital gains tax and other disposal costs) would have to be made to return gearing to its current level. 4. The Board of British Land believes that there are two circumstances where there should be share buy-backs. The first is if the Company has surplus capital. In this circumstance, the Board is totally committed to return such capital to Shareholders by the most effective means available at the time. The second is when the share price is at a level which offers a good, low-risk investment opportunity. Here the Board is committed to buy back shares if at any time it feels that net asset and earnings per share enhancing buy-backs offer better returns than new property investment, and financial capacity is available, or can be made available, including for instance by asset sales. 5. Laxey's recently purchased interest is less than 3 per cent. of the issued share capital of British Land (the majority of which is held via " contracts for differences" and call options rather than a shareholding in the Company) and Laxey was therefore not entitled alone to requisition resolutions to be put at the AGM. Instead Laxey resorted to the expedient of splitting part of its interests into 105 separate holdings, all registered in the names of subsidiaries of it. These subsidiaries then sought to requisition the Company under Section 376 of the Companies Act 1985 to add the Laxey Resolutions to the business to be considered at the AGM. The Board believes that no other Shareholder in the Company was a party to the requisitions. 6. The proposed total dividend for 2002 is 12.4p per share, an increase of 7.8 per cent. over the previous year. With rental reversions to come of some £88.5 million, British Land expects to sustain this higher rate of dividend growth. Dividends per share have increased in every year since 1982, with compound annual growth of 7.8 per cent. and 17.9 per cent. over the last 10 and 20 years respectively. This information is provided by RNS The company news service from the London Stock Exchange
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