Completion of Acquisition
Land Securities PLC
30 November 2000
Land Securities PLC 30 November 2000
Not for release, publication or distribution in or into Australia, Canada,
Japan or the United States of America
Land Securities PLC ('Land Securities') Completion of Acquisition of Trillium
Investments GP Limited ('Trillium')
* Land Securities announces the completion of its acquisition of Trillium
for £160 million in cash and 680,000 shares
* The cash consideration will be satisfied out of Land Securities'
committed bank facilities
* The acquisition is consistent with Land Securities' strategy of seeking
to diversify into growth areas of the property markets to increase
earnings and improve returns on equity
* Manish Chande, co-founder and Chief Executive of Trillium, will join the
Land Securities Board. Martin Myers, co-founder and Executive Deputy
Chairman of Trillium, will act as Special Adviser to the Land Securities
Board.
Following the announcement on 2 November 2000 that Land Securities had agreed
Heads of Terms to acquire Trillium, Land Securities announces that it has
completed the acquisition of Trillium for £160 million in cash and 680,000
shares (with a value as at 29 November 2000 of approximately £5.6 million).
Also, Land Securities will assume net debt within Trillium of approximately £
168 million and in addition it has apportioned a fair value liability of
approximately £15 million to a swap instrument. Trillium is a total property
outsourcing group owned by management, the Whitehall Street Funds and their
associates.
Established in 1997, Trillium's principal contract is the running of PRIME,
the Department of Social Security's occupational estate, which lasts until
2018. PRIME covers 16 million sq.ft. (c.1.5 million sq. m.) of office
accommodation located throughout the UK and comprises a mix of freehold and
leasehold tenure. In addition, for the past nine months, Land Securities and
Trillium have been working together in joint venture bids for the BBC and
London Underground Property Partnership (LUPP) private finance initiative
(PFI) contracts. The joint ventures have been short-listed for both projects
and a decision is expected on LUPP around this year-end and on the BBC early
in 2001.
Earlier this year, Land Securities announced that it would be restructuring
itself into separate Portfolio Management and Development divisions and
seeking to create additional earnings streams by optimising the returns from
properties. The acquisition of Trillium is a significant step towards
achieving this objective. Land Securities expects the acquisition of Trillium
to be earnings enhancing within the first full year following the acquisition.
On completion, Trillium is expected to have total net assets with a fair value
of approximately £126 million, which includes properties and net debt with a
fair value of approximately £312 million and £183 million respectively. The
goodwill on acquisition is expected to be £43 million which will be amortised
over the 18 years remaining on the PRIME contract.
Application will be made to the United Kingdom Listing Authority ('UKLA') and
the London Stock Exchange for admission of the new ordinary shares to the
Official List of the UKLA and to trading on the London Stock Exchange's
markets for listed securities.
Manish Chande, co-founder and Chief Executive of Trillium will join Land
Securities as a member of the PLC Board responsible for the further
development of Land Securities' total property services business. Martin
Myers, co-founder and Executive Deputy Chairman of Trillium, will become a
Special Adviser to the Land Securities' Board. Lord Griffiths of Fforestfach
will continue as non-executive Chairman of Trillium.
Commenting on the acquisition, Ian Henderson, Chief Executive of Land
Securities, said:
'The acquisition of Trillium continues the progress made to date of
restructuring our business to take advantage of the new opportunities in
today's property industry. Trillium brings us exposure to the corporate and
government property outsourcing market, a growth area where we see significant
opportunities. '
Manish Chande, Trillium's Chief Executive commented:
'Trillium as part of Land Securities is set to go from strength to strength.
The business case for total property outsourcing is compelling and we are very
optimistic about the prospects in both the public and private sectors.'
For further information:
Land Securities Trillium
Ian Henderson Manish Chande
Jim Murray Nicola Frost
Peter Walicknowski
020 7413 9000 020 7796 5528
Joint Financial Advisers to Land Securities:
Schroder Salomon Smith Barney Cazenove & Co
Peter Smart Richard Cotton
Nick Tinworth
020 7986 4000 020 7588 2828
Press Enquiries:
Financial Dynamics
Tony Knox
Emma Denne
020 7831 3113
Financial Adviser to Trillium:
Goldman Sachs International
Todd Eagle
Brian Kane
020 7774 1000
Salomon Brothers International (trading as Schroder Salomon Smith Barney),
which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Land Securities and for no-one else in
relation to the acquisition of Trillium and will not be responsible to anyone
other than Land Securities for providing the protections afforded to its
customers nor for giving advice in relation to the acquisition of Trillium.
Cazenove & Co., who are regulated in the United Kingdom by The Securities and
Futures Authority Limited, are acting for Land Securities and for no-one else
in relation to the acquisition of Trillium and will not be responsible to
anyone other than Land Securities for providing the protections afforded to
its customers nor for giving advice in relation to the acquisition of
Trillium.
Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Trillium and for
no-one else in relation to the acquisition of Trillium and will not be
responsible to anyone other than Trillium for providing the protections
afforded to its customers nor for giving advice in relation to the sale to
Land Securities.
Notes to editors
1. Land Securities is one of the UK's leading quoted property
investment and development groups with gross assets of nearly £7.7
billion.
2. In April 1999, the National Audit Office estimated that
Trillium's PRIME contract will save the government £560 million over
the life of the contract.
3. The Land Securities and Trillium joint venture submitted its
final proposal for the London Underground Property Partnership on 15
November 2000. An announcement on this bid is expected within the next
two months.
4. The Land Securities and Trillium joint venture continues
negotiations with the BBC following its shortlisting for the BBC PFI.
The selection of the successful partner is expected to be announced in
early 2001.
5. The Whitehall Street Real Estate Limited Partnerships
('Whitehall Street Funds') are Goldman Sachs' primary vehicles for
making substantial privately negotiated equity and equity-related real
estate investments worldwide. The Whitehall Street Funds were formed
in 1991 and have assets throughout Europe (UK, France, Germany, Spain,
Italy and Belgium). The Whitehall Street Funds are managed by Goldman
Sachs.
6. As at 31 December 1999, the net assets of Trillium Investments
GP Limited, the holding company for Trillium, were £20,000. For the
financial year ended 31 December 1999, Trillium's turnover was £285.3
million, operating profit before financing costs, exceptional charges
and tax was £28.3 million and the profit on ordinary activities before
tax was £4.5 million after an exceptional charge of £9.5 million
relating to termination costs of a contractual arrangement with former
partners and exceptional bid costs. As at 31 October 2000, Trillium
had 630 employees.
7. The 680,000 shares are being issued to Mychand Ltd., which is
owned by Manish Chande and Martin Myers.
8. Manish Chande will become a member of the Land Securities Board
with effect from today. Under his service agreement, he will be
entitled to an annual salary of £313,000, participation in the Annual
Bonus Scheme for Senior Executives and pension entitlements. The
service agreement is for an initial two-year fixed term with a mutual
option to extend for a further period of one year and thereafter on a
rolling one year basis.