Purchase of Unsecured Bonds
British Land Co PLC
30 March 2001
For immediate release
30 March 2001
The British Land Company PLC ('British Land')
£150,000,000 12.5 per cent. Bonds due 2016 (the '2016 Bonds')
and
£150,000,000 8.875 per cent. Bonds due 2023 (the '2023 Bonds')
Proposed purchase of British Land unsecured bonds
British Land announces that, following consultation with two Special
Committees of the Association of British Insurers, it has today published
proposals to holders of the above Bonds to effect the next stage of its
financing strategy. The proposals which are set out in detail below will
require meetings of bondholders for each of the Bonds. The meetings will be
held at 10.30 a.m. on 25 April 2001.
Each Bond has £150 million nominal outstanding, a total of £300 million. Under
the proposals, British Land would pay a total of approximately £413 million to
purchase the Bonds (excluding accrued interest), assuming the yields on the
relevant reference Gilts (see below) remain at current levels.
British Land will give notice to purchase the Bonds under the revised terms of
the Bonds within 30 business days after the approval of the proposals by
Bondholders and the purchase price will be set on the date of that notice, or
if the day of the notice is not a business day, on the next following business
day. Settlement will occur 3 business days after that day.
The two Special Committees of the Association of British Insurers ('ABI')
examined the Proposals, prior to publication and found them acceptable. The
members of such Committees (who represent approximately £52.13 million and £
57.69 million in nominal amount which is equivalent to 34.75 per cent. and
38.46 per cent. respectively of the outstanding nominal value of the 2016
Bonds and the 2023 Bonds) have agreed to vote in favour of the Proposals in
respect of their holdings. The Special Committees are recommending the same
course of action to other ABI members.
Repurchasing the Bonds will substantially reduce British Land's FRS 13
liability. The Bonds represented approximately £63 million, or 48 per cent. of
the FRS 13 liability as at 30 September 2000, the date of British Land's
interim results for the year ending 31 March 2001.
The Proposals, if accepted, will result in a reduction in British Land's
annual interest charge in future years. In addition, they will realise a
one-off exceptional charge in the year ending 31 March 2001, which arises from
the premium paid for the purchase of the Bonds. The exceptional charge will be
partially mitigated by profits to be made in closing out derivative contracts
associated with the Bonds, and based on current interest rates and Gilt prices
would be approximately £93 million.
Rationale
Since the time of their launch, the margins above Gilts at which the Bonds
trade have widened considerably, with a consequential negative impact on the
perception of the Company's credit standing. This widening of spreads has been
caused in part by structural changes to the property financing markets, and
also by a number of leveraged buy-outs in the property sector.
British Land believes that the Proposals allow Bondholders to reinvest the
purchase proceeds on favourable terms while allowing it to purchase the Bonds
on terms more advantageous to it than if it redeemed them in accordance with
their original conditions.
British Land therefore believes that it is appropriate to offer Bondholders
this opportunity to sell their investment at the current time.
Commenting on the transaction, John Weston Smith, Finance Director of British
Land said:
'This proposal, approved by two Special Committees of the Association of
British Insurers, offers a balance, providing Bondholders with the opportunity
to redeem their Bonds on favourable terms, and a reduced interest charge for
shareholders, with a beneficial effect on the weighted average rate, and
increased financing flexibility for the Company going forward. The Bonds were
issued at a time of historically high interest rates, and it is opportune to
redeem them now in the much easier interest rate climate.'
The Proposals
Under the Proposals, the terms of each of the Bonds will be altered such that
they may be purchased at prices (the 'Purchase Prices') which shall be the
higher of the following, together with interest accrued up to but excluding
the date of purchase:
(a) 100 per cent. of the nominal value of the Bonds; or
(b) the price at which the Gross Redemption Yield of each Bond on the
Reference Date (as defined below) is equal to the following:
2016 2.10 per cent. above the Gross Redemption Yield of the 8 per
Bonds: cent. Treasury Stock 2015;
2023 2.15 per cent. above the Gross Redemption Yield of the 8 per
Bonds: cent. Treasury Stock 2021.
The Gross Redemption Yield of the relevant Gilts will be determined at or
about 3.00 p.m. on the Reference Date.
For the purposes of calculating the Purchase Prices, the Reference Date will
be the date on which notice is given after the approval of the Proposals, as
described above. The Purchase Prices will thus take full account of any
movements in the Gilt market between now and the Reference Date.
For indicative purposes only, the Purchase Prices would be as follows if they
were set by reference to the prices of the relevant Gilts as at close of
business on 29 March 2001:
Purchase Price Market Price Premium
(£) (£)
2016 Bonds (ISIN XS0031772113) £152.15 £136.81 11.2%
2023 Bonds (ISIN XS0047184964) £123.46 £107.50 14.9%
NOTE: Prices per £100 nominal, and exclude accrued interest
These proposals require approval by a 75 per cent. majority vote at each
Bondholders meeting.
The 2016 Bonds provide for the possibility of Bonds in registered form. There
are at present no 2016 Bonds in registered form in issue. British Land have
agreed with the Trustee for the 2016 Bonds that the Register will be closed
with effect from the date of this letter until the end of the meetings or any
adjournment thereof and accordingly for that period no bearer 2016 Bond may be
exchanged into a registered 2016 Bond.
Further information about the Proposals, the Bondholders' meetings and voting
at the meeting is available from the Principal Paying Agent:
The Chase Manhattan Bank Tel: +44 20 7777 5479
Trinity Towers Fax: +44 20 7777 5410/5420
9 Thomas More Street
London
E1W 1YT
Contact: Michael Whelan
Contacts:
The British Land Company PLC Tel: +44 20 7486 4466
J H Weston Smith, Director
N S J Ritblat, Director
UBS Warburg Ltd Tel: +44 20 7567 8000
Frank Kennedy
Edmund Craston