Town Centre Regulatory News (TOWN)

19 Oct 2006 15:38

Town Centre Securities PLC19 October 2006 This announcement is not for distribution into the United States or Italy. The Exchange Offer is restricted by law, including the laws of the UnitedStates, Italy, the United Kingdom, France, Belgium and Spain as described below.This announcement is not a prospectus and investors should not subscribe for NewStock (as defined below) except on the basis of the information contained in the prospectus expected to be published in due course. THE EXCHANGE OFFER IS NOT BEING MADE WITHIN, AND THIS ANNOUNCEMENT IS NOT FORDISTRIBUTION INTO, THE UNITED STATES OR TO U.S. PERSONS AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIESACT"). NEITHER THIS ANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM IS AN OFFEROF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED, SOLDOR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROMREGISTRATION. THE NEW STOCK TO BE ISSUED PURSUANT TO THE EXCHANGE OFFER HAS NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIESLAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY BE OFFERED, SOLDOR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. NEITHER THISANNOUNCEMENT NOR THE EXCHANGE OFFER MEMORANDUM MAY BE DISTRIBUTED OR MADEAVAILABLE IN THE REPUBLIC OF ITALY AND PERSONS RESIDENT AND/OR LOCATED IN THEREPUBLIC OF ITALY MAY NOT PARTICIPATE IN THE EXCHANGE OFFER. THE DISTRIBUTION OFTHE EXCHANGE OFFER MEMORANDUM AND THIS ANNOUNCEMENT IN, AMONGST OTHER COUNTRIES,THE UNITED KINGDOM, FRANCE, BELGIUM AND SPAIN IS ALSO RESTRICTED BY THE LAWS OFTHOSE JURISDICTIONS. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION INRELATION TO THE EXCHANGE OFFER THAT WOULD PERMIT A PUBLIC OFFERING OFSECURITIES. Town Centre Securities PLC Announces Exchange Offer and Related Proposal London - 19 October 2006 Summary of the Offer Town Centre Securities PLC (the "Company") announced today that it is invitingthe holders of its £85,000,000 10.5% First Mortgage Debenture Stock due 2021(the "Existing Stock") (the "Stockholders") to offer to exchange theiroutstanding Existing Stock for new Sterling denominated First Mortgage DebentureStock due 2031 (the "New Stock"). Concurrently, the Company is soliciting consents from Stockholders to approvethe proposal (the "Proposal") to amend the terms and conditions of the ExistingStock. If approved, the Proposal will provide for the early redemption of theExisting Stock. By submitting the Existing Stock into the Exchange Offer,Stockholders are irrevocably appointing the Exchange Agent as their proxy tovote in favour of the Proposal at a Stockholder Meeting, to be held at 9 a.m. on13 November 2006 at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V7EE. The Exchange Offer is being made upon the terms and subject to the conditionsdescribed in the Exchange Offer Memorandum dated 19 October 2006. Capitalisedterms used in this announcement shall have the meanings ascribed to them in theExchange Offer Memorandum, unless otherwise defined herein. Copies of theExchange Offer Memorandum are available from the Exchange Agent or the DealerManager. Background The Existing Stock was issued in the late 1980s and early 1990s and has ahistoric high coupon which is out of line with current market levels. As aresult the Existing Stock trades significantly above par - and the premium abovepar is unsecured. The Company believes that a restructuring of the ExistingStock as envisaged by the Exchange Offer and Proposal has several importantbenefits for investors, including: • The substantial premium of market value to par of the Existing Stock will become secured as a result of the increase in the nominal value of the New Stock to current market value • A coupon in line with current market levels • An enhanced security package including a larger pool of properties forming the security • A new larger debt security is expected to be more liquid than the Existing Stock is at present The Company will also benefit from the successful completion of the offer • Lengthened maturity profile of the Company's debt • Modified covenant package in accordance with current market standards • Reduced annual interest expense Terms Subject to the provisions of the Exchange Offer Memorandum, Stockholders areinvited to offer to exchange Existing Stock for New Stock and to vote in favourof the Proposal on the following terms: Existing Stock Existing Early Late New Stock New Stock Exchange Exchange Benchmark Stock Benchmark Spread Spread Gilt Spread Gilt £85,000,000 10.5% First 4.75% Gilt 100 bps 110 bps 4.25% Gilt 130 bpsMortgage Debenture Stock due 2020 due 2032due 1 April 2021ISIN: GB0008975145 The Early Exchange Price will be based on the mid-market yield to maturity ofthe Existing Stock Benchmark Gilt (as determined on the Pricing Date) plus theEarly Exchange Spread, priced to the expected Settlement Date. The EarlyExchange Ratio will be calculated by dividing the Early Exchange Price by theNew Stock Price. Stockholders who submit a valid Stockholder Instruction beforethe Early Exchange Deadline will be eligible to receive an amount of New Stockcalculated by multiplying the principal amount of Existing Stock submitted bythe Early Exchange Ratio. The Late Exchange Price will be based on the mid-market yield to maturity of theExisting Stock Benchmark Gilt (as determined on the Pricing Date) plus the LateExchange Spread, priced to the expected Settlement Date. The Late Exchange Ratiowill be calculated by dividing the Late Exchange Price by the New Stock Price.Stockholders who submit a valid Stockholder Instruction after the Early ExchangeDeadline but before the Late Exchange Deadline will be eligible to receive aprincipal amount of New Stock calculated by multiplying the amount of ExistingStock submitted by the Late Exchange Ratio. Stockholders who (1) elect to deliver consents without offering to exchangetheir Existing Stock pursuant to the Exchange Offer or (2) do not elect todeliver consents or offer to exchange their Existing Stock pursuant to theExchange Offer, will receive the Cash Call Price (as defined in the ExchangeOffer Memorandum) if the Proposal is implemented and the call option pursuant tothe Proposal is exercised by the Company. The Cash Call Price will be based onthe mid-market yield to maturity of the Existing Stock Benchmark Gilt (asdetermined on the Pricing Date) plus the Late Exchange Spread, priced to theexpected Settlement Date. Transaction timetableDate Time (London) Event---------------- ---------- --------------------------Thursday 19 October Business Launch of the Exchange Offer2006 hours Friday 3 November 2006 15:00 Early Exchange Deadline and Revocation DeadlineWednesday 8 November 09:00 Voting instructions deadline2006 Friday 10 November 2006 15:00 Expiration Date Monday 13 November 2006 09:00 Meeting 10:00 Notice of results of Meeting 11:00 Pricing Date (Benchmark Gilt fixed) Monday 20 November 2006 Business Expected Settlement Date hours ---------------- ---------- ---------------------------- The Association of British Insurers The Association of British Insurers convened a Special Committee of its membersto consider the Exchange Offer and Proposal. The Committee consisted of threemembers representing 52% of the principal amount outstanding of the ExistingStock. The Special Committee has indicated that its members find the terms ofthe offer acceptable and that they intend to participate in the Exchange Offerand vote in favour of the Proposal in respect of their holdings. The SpecialCommittee will also be inviting other ABI members to consider a similar courseof action. Additional information The Company may issue on the Settlement Date, in its sole discretion and for anypurpose additional New Stock (the "Additional Stock") to those issued inexchange for the Existing Stock. The issue price for any Additional Stock may begreater or less than the New Stock Price in the event of changes to marketconditions. New Stock and Additional Stock minimum amount is £50,000, andintegral multiples of £1,000 above such amount. Application will be made for the New Stock to be admitted to the official listof the UK Listing Authority and to trading on the Gilt Edged and Fixed InterestMarket of the London Stock Exchange plc. The prospectus for the New Stock willbe available from the Company's registered office (see address below) whenpublished. A complete description of the terms and conditions of the Exchange Offer and theform of preliminary prospectus to be issued in respect of the New Stock is setout in the Exchange Offer Memorandum. The Exchange Offer Memorandum is availableupon request from the Dealer Manager at the contact details below. Physicalcopies of the Exchange Offer Memorandum and certain other relevant documentswill be sent by first class post via the Registrar to registered Stockholders. To participate in the Exchange Offer and Proposal, Eligible Stockholders shouldcomplete a Stockholder Instruction and deliver it to the Registrar, togetherwith the certificate or certificates for the Existing Stock which is the subjectof such Stockholder Instruction, to arrive not later than 3.00 p.m. (Londontime) on the Expiration Date. A Stockholder Instruction form will be sent toStockholders. Additional forms can be obtained if required on request from theRegistrar. For further information Dealer Manager: Credit Suisse Securities (Europe) Limited Name Telephone E-mail---------------- ------------------ -----------------Paul Hawker +44 (0) 20 7883 6748 paul.hawker@credit-suisse.com -------------------------------Neil Slee +44 (0) 20 7888 5197 neil.slee@credit-suisse.com---------------- ------------------ ----------------- Exchange Agent: The Bank of New York Name Telephone E-mail---------------- ------------------ -----------------Robert Bebb +44 (0) 20 7777 2527 robert.j.bebb@bankofny.comLouise Bass +44 (0) 20 7777 2025 louise.bass@bankofny.com---------------- ------------------ ----------------- Registrar: Capita Registrars Telephone E-mail-------------------------------- ------------------From within UK: 0870 162 3121 cas@capitaregistrars.comFrom outside UK: +4420 8639 2157-------------------------------- ------------------ The Company: Town Centre Securities PLC Address--------------------Town Centre SecuritiesAttention: Edward Ziff and Karen PriorTown Centre HouseThe Merrion CentreLeeds LS2 8LY Hypothetical pricing example The following pricing example is based on approximate interest rate levelsshortly before this announcement was made and assumes a settlement date of 20November, 2006, as is currently envisaged. The interest rate values, prices andvalue dates used here are for indicative purposes only and are subject tochange. Item Description Value Settlement Date The expected settlement date of the offer 20 November 2006 Principal amount of Existing Stocksubmitted and accepted for exchange Example £10,000,000 Mid-Market Benchmark Security Rateof the Existing Stock Benchmark Gilt Example, based on approximate rates at time of launch 4.577% Early Exchange Spread 100 bps Early exchange yield Sum of the Mid-Market Benchmark Security Rate of the 5.577% Existing Stock Benchmark Gilt and the Early Exchange Spread Early exchange Price Price, rounded to the nearest 0.001, used for each 148.208 principal amount of Existing Stock validly submitted and accepted for exchange prior to the Early Exchange Deadline Late Exchange Spread 110 bps Late exchange yield Sum of the Mid-Market Benchmark Security Rate of the 5.677% Existing Stock Benchmark Gilt and the Late Exchange Spread Late Exchange Price Price, rounded to the nearest 0.001, used for each 146.931 principal amount of the Existing Stock validly submitted and accepted for exchange after the Early Exchange Deadline but on or prior to the Expiration Date Cash Call Price The price at which Stockholders will be paid out in 146.931 cash if they chose not to exchange and the Proposal is approved Early Exchange Ratio Early Exchange Price divided by the New Stock Price 1.4867 and rounded to the nearest 0.0001 Late Exchange Ratio Late Exchange Price divided by the New Stock Price and 1.4739 rounded to the nearest 0.0001 Mid-Market Benchmark Security Rateof the New Stock Benchmark Gilt Example, based on approximate rates at time of launch 4.223% New Stock Spread 130 bps New stock yield Sum of the Mid-Market Benchmark Security Rate of the 5.523% New Stock Benchmark Gilt and New Stock Spread New Stock Coupon Rounded to nearest 1/8th 5.500% New Stock Price Rounded to the nearest 0.001 99.690 Amount of New Stock received As per the Early Exchange Ratio £14,867,000via exchange if early Amount of New Stock received As per the Late Exchange Ratio £14,739,000via exchange if late Rounding amount Rounded to minimum unit of £50,000 and integral £0 multiples of £1,000 above Accrued interest Assuming 146 days of interest £418,852.50 Cash Amount Rounding amount plus accrued interest £418,852.50 OFFER RESTRICTIONS The Dealer Manager takes no responsibility for the contents of thisannouncement. The Exchange Offer Memorandum does not constitute an invitation toparticipate in the Exchange Offer in any jurisdiction in which, or to or fromany person to or from whom, it is unlawful to make such invitation underapplicable securities laws. The distribution of this announcement and theExchange Offer Memorandum in certain jurisdictions may be restricted by law.Persons into whose possession this announcement and the Exchange OfferMemorandum comes are required by each of the Company, the Dealer Manager and theExchange Agent to inform themselves about, and to observe, any suchrestrictions. No action has been or will be taken in any jurisdiction by the Company, theDealer Manager and the Exchange Agent that would permit a public offering of theNew Stock. United States The Exchange Offer is not being made and will not be made, directly orindirectly, in or into, or by use of the mail of, or by any means orinstrumentality of interstate or foreign commerce of or any facilities of anational securities exchange of, the United States. This includes, but is notlimited to, facsimile transmission, electronic mail, telex, telephone and theinternet. Accordingly, copies of this announcement, the Exchange OfferMemorandum and any other documents or materials relating to the Exchange Offerare not being, and must not be, directly or indirectly mailed or otherwisetransmitted or distributed in or into the United States and the Exchange Offercannot be accepted by any such use, means, instruments or facilities from orwithin the United States. Any purported acceptance of the Exchange Offerresulting directly or indirectly from a violation of these restrictions will beinvalid. The Exchange Agent will not accept any Stockholder Instruction onbehalf of any person by any such use, means, instrumentality or facility from orwithin the United States. Neither this announcement nor the Exchange Offer Memorandum is an offer ofsecurities for sale in the United States. The Existing Stock, the New Stock andany Additional Stock (as defined herein) have not been, and will not be,registered under the Securities Act (as defined herein), or the securities lawsof any state or jurisdiction of the United States, and may not be offered, soldor delivered, directly or indirectly, in the United States. The purpose of theExchange Offer Memorandum is limited to the Exchange Offer and neither thisannouncement nor the Exchange Offer Memorandum may be sent or given other thanin an offshore transaction in accordance with Regulation S under the SecuritiesAct. Each holder of Existing Stock participating in the Exchange Offer willrepresent that it is not located in the United States and is not a U.S. person(within the meaning of Regulation of the Securities Act) and is not giving anorder to participate in the Exchange Offer from the United States or on behalfof a U.S. person. For the purposes of this paragraph, United States means UnitedStates of America, its territories and possessions, any state of the UnitedStates of America and the District of Columbia. United Kingdom This announcement and the Exchange Offer Memorandum is only for circulation topersons within the United Kingdom falling within the definition of InvestmentProfessionals (as defined in Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 ofthe Order, or other persons to whom it may lawfully be communicated inaccordance with the Order. France The Exchange Offer is not being made, directly or indirectly, to the public inFrance and only qualified investors (Investisseurs Qualifies) as defined in andin accordance with Articles L.411-2 and D.411-1 of the French Code Monetaire etFinancier are eligible to accept the Exchange Offer. None of this announcement,the Exchange Offer Memorandum or any other offering material relating to theExchange Offer have been and shall not be distributed to the public in France.The Exchange Offer Memorandum has not been submitted to the clearance of theAutorite des marches financiers. Belgium The Exchange Offer has not been notified to the Belgian Banking, Finance andInsurance Commission (Commission bancaire, financiere et des assurances)pursuant to Article 18 of the Belgian Law of 22 April 2003 on the publicoffering of securities (the "Law on Public Offerings") nor has the ExchangeOffer Memorandum been, nor will it be, approved by the Belgian Banking, Financeand Insurance Commission pursuant to Article 14 of the Law on Public Offerings.Accordingly, the Exchange Offer may not be advertised and neither thisannouncement nor the Exchange Offer Memorandum nor any other informationcircular, brochure or similar document may be distributed, directly orindirectly, to any person in Belgium other than institutional investors referredto in Article 3.2degrees of the Belgian Royal Decree of 7 July 1999 on thepublic character of financial transactions, acting for their own account. Spain The Exchange Offer is not being made, directly or indirectly, to any resident ofSpain other than qualified investors (Inversores Cualificadus) as defined inArticle 39 of the Spanish Royal Decree 1310/2005, of 4 November 2005. TheExchange Offer Memorandum has not been registered with the Comision Nacional delMercado de Valores. Accordingly, this announcement, the Exchange OfferMemorandum and any other offering material relating to the Exchange Offer or theExisting Stock may only be distributed or made available in Spain pursuant toand in compliance with Law 24/1988, as amended. Italy The Exchange Offer is not being made in the Republic of Italy. The ExchangeOffer, this announcement and the Exchange Offer Memorandum have not beensubmitted to the clearance procedure of the Commissione Nazionale per le societae la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly,Stockholders are hereby notified that, to the extent such holders are personsresident and/or located in the Republic of Italy, the Exchange Offer is notavailable to them and they may not submit for exchange Existing Stock in theExchange Offer nor may the New Stock be offered, sold or delivered in Italy and,as such, any acceptances received from such persons shall be ineffective andvoid, and none of this announcement, the Exchange Offer Memorandum nor any otheroffering material relating to the Exchange Offer, the Existing Stock, the NewStock or the Additional Stock may be distributed or made available in theRepublic of Italy. General The Exchange Offer does not constitute an offer to buy or the solicitation of anoffer to sell the Existing Stock, the New Stock and/or the Additional Stock inany circumstances in which such offer or solicitation is unlawful. In thosejurisdictions where the securities, blue sky or other laws require the ExchangeOffer to be made by a licensed broker or dealer, the Exchange Offer shall bedeemed to be made on behalf of the Company by the Dealer Manager or one or moreregistered brokers or dealers licensed under the laws of such jurisdiction. NOTICE AND EXTRAORDINARY RESOLUTION THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. NOTICE OF MEETING of the holders of £85,000,000 10.5 per cent. First Mortgage Debenture Stock due 2021 (the "Existing Stock") issued by Town Centre Securities PLC (the "Company")(incorporated with limited liability in England and Wales with registered number 623364) NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Existing Stock and madebetween the Company and Guardian Royal Exchange Assurance plc (the currentTrustee being Capita IRG Trustees Limited) (the "Trustee"), a meeting of theholders of the Existing Stock (the "Stockholders") has been convened by theCompany and will be held at the offices of DLA Piper UK LLP, 3 Noble Street,London, EC2V 7EE on 13 November 2006 at 9.00 a.m. (London time) for the purposeof considering and, if thought fit, passing the following resolution which willbe proposed as an Extraordinary Resolution in accordance with the provisions ofthe Trust Deed. "THAT this meeting of the holders of the outstanding £85,000,000 10.5 per cent.First Mortgage Debenture Stock due 2021 (the "Existing Stock") of Town CentreSecurities PLC (the "Company") constituted and secured by a trust deed dated 9April 1987 (the "Trust Deed") as modified, amended, novated, supplemented orrestated from time to time made between the Company and Guardian Royal ExchangeAssurance plc (the current Trustee being Capita IRG Trustees Limited) (the"Trustee") as trustee for the holders of the Existing Stock (the "Stockholders")hereby: (A) (subject to paragraph (E) of this Extraordinary Resolution) assents to the modification of the conditions of the Existing Stock by the addition of a new Condition 1A giving the Company the right to redeem all but not some only of the Existing Stock (which Stock has not been offered for exchange pursuant to the Exchange Offer set out in the Exchange Offer Memorandum (the "Exchange Offer Memorandum") dated 19 October 2006), at the Cash Call Price (as defined in the Exchange Offer Memorandum, on the Company giving not less than two nor more than seven Business Days' notice to Stockholders by issuing an announcement of redemption (the "Announcement") via a RIS and by post prior to the Settlement Date. (B) (subject to paragraph (E) of this Extraordinary Resolution) authorises and requests the Trustee to: (i) execute a supplemental trust deed to effect the modifications referred to in paragraph (A) of this Extraordinary Resolution in the form of the draft produced to this meeting and signed by the chairman of the meeting for the purposes of identification, with such amendments, if any, requested by the Company and approved by the Trustee in its sole discretion or required by the Trustee; and (ii) execute and do all such other deeds, instruments, acts and things that may be necessary, desirable or expedient in the sole opinion of the Trustee to carry out and give effect to this Extraordinary Resolution; (C) (subject to paragraph (E) of this Extraordinary Resolution) sanctions and approves every modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of Stockholders necessary to give effect to this Extraordinary Resolution (whether or not the rights arise under the Trust Deed) and assents to every modification, variation or abrogation of the Conditions (as defined in the Trust Deed) of the Existing Stock and/or the provisions contained in the Trust Deed involved in or inherent in or effected by the implementation of this Extraordinary Resolution; (D) discharges and exonerates the Trustee from any liability in respect of any act or omission for which it may have become responsible under the Trust Deed and/or the Existing Stock in connection with this Extraordinary Resolution; (E) declares that this Extraordinary Resolution shall be in all respects conditional on the following condition being satisfied: the Exchange Offer not being terminated by the Company prior to 10.00 a.m. (London time) on the Pricing Date; and (F) acknowledges that capitalised terms used in this Extraordinary Resolution and not otherwise defined shall have the same meanings given to them in the Exchange Offer Memorandum published by the Company on 19 October 2006, unless the context otherwise requires." The Company has convened the Meeting for the purpose of enabling Stockholders toconsider the Proposal outlined in the Exchange Offer Memorandum published by theCompany on 19 October 2006 (the "Exchange Offer Memorandum") and resolve, ifthey think fit, to pass the Extraordinary Resolution proposed in relation to theExisting Stock. Capitalised terms used in this Notice and not otherwise definedshall have the meanings given to them in the Exchange Offer Memorandum, unlessthe context otherwise requires. The Trustee has not been involved in the formulation of the Proposal or theExtraordinary Resolution and in accordance with normal practice the Trusteeexpresses no opinion on the merits of the Proposal or the ExtraordinaryResolution or on whether Stockholders would be acting in Stockholders' bestinterests in approving them, and nothing in this notice should be construed as arecommendation to Stockholders from the Trustee to vote in favour of, oragainst, the Extraordinary Resolution. Stockholders should take their ownindependent financial advice on the merits and on the consequences of voting infavour of the Extraordinary Resolution, including any tax consequences. However,on the basis of the information contained in the Exchange Offer Memorandum, theTrustee has authorised the Company to state that the Trustee has no objection tothe Extraordinary Resolution being put to Stockholders for their consideration. Stockholders are further given notice that the Company has commenced an ExchangeOffer for the exchange of the Existing Stock for the New Stock, as more fullydescribed in the Exchange Offer Memorandum. The Exchange Offer is subject tooffer restrictions, as more fully described in the Exchange Offer Memorandum,in, amongst other countries, the United States of America, the United Kingdom,Spain and Italy. The Exchange Offer is not being made in, and neither the Exchange OfferMemorandum nor any other material relating to the Exchange Offer or the NewStock is for distribution into or to be made available in, (i) the United Statesor to U.S. persons (as defined in Regulation S under the United StatesSecurities Act of 1933, as amended, (the Securities Act)) or (ii) Italy or topersons located or resident in Italy. This Notice is not an offer of securities for sale in the United States, Italyor any other jurisdiction. Securities may not be offered, sold or delivered inthe United States absent registration or an exemption from registration, or inItaly absent the clearance procedure of CONSOB or an exemption from suchprocedures. The New Stock to be issued pursuant to the Exchange Offer have notbeen, and will not be, registered under the Securities Act or the securitieslaws of any state or jurisdiction of the United States, or submitted to theclearance procedure of CONSOB, and may not be offered, sold or delivered,directly or indirectly, in the United States or Italy. Accordingly, no U.S. orItalian persons may submit Existing Stock for exchange in the Exchange Offer andany acceptances received from such persons shall be ineffective and void. General A copy of the Exchange Offer Memorandum will be posted to Stockholders with thisNotice of Meeting. Further copies of the Exchange Offer Memorandum will beavailable for collection by Stockholders at the specified office of theRegistrar and at the specified office of the Dealer Manager in each case as setout below, on and after the date of this Notice and will be available at theMeeting. A Stockholder will be required to produce evidence satisfactory to theRegistrar or the Dealer Manager as to his or her status as a Stockholder beforebeing permitted to collect a copy of the Exchange Offer Memorandum. Copies of(i) the Trust Deed constituting the Existing Stock, this Notice and the ExchangeOffer Memorandum; and (ii) the current draft of the Supplemental Trust Deed(together with copies of all of the other supplemental trust deeds) are, on andfrom 19 October 2006, available for inspection by the Stockholders at thespecified office of the Dealer Manager and the Registrar during normal businesshours on any weekday (Saturdays, Sundays and public holidays excepted) up to andincluding the Expiration Date and at the Meeting and for 15 minutes prior to theMeeting. Any revised versions of the document described in (ii) above madeavailable as described above and marked to indicate changes to the draft madeavailable on 19 October 2006 will supersede the previous draft of such documentand Stockholders will be deemed to have notice of any such changes. The attention of Stockholders is particularly drawn to the quorum required forthe Meeting and for any meeting held following any adjournment of any suchMeeting which is set out in paragraph 4 of "Voting and Quorum" below. Havingregard to such requirements, Stockholders are strongly urged either to attendthe Meeting or to take steps to be represented at such Meeting, as referred tobelow, as soon as possible. Voting and Quorum Stockholders who have submitted and not revoked a valid Stockholder Instructionin respect of the Exchange Offer appointing the Exchange Agent as their proxy tovote in favour of the Extraordinary Resolution to be proposed at the Meeting(and any extraordinary resolution to be proposed at any meeting held followingany adjournment of any such Meeting) need take no further action to berepresented at the Meeting (or any such adjourned Meeting). Stockholders whohave not submitted or have submitted and subsequently revoked a StockholderInstruction should take note of the provisions set out below detailing how suchStockholders can attend or take steps to be represented at the Meeting. 1. Stockholder attendance A Stockholder wishing to attend and vote at the Meeting in person must produceat such Meeting either, in the case of an individual holder, a certificateevidencing such holder's entitlement to the Existing Stock or, in the case of acorporate holder, a duly approved resolution of the governing body of suchcorporation authorising such person to act as the corporation's representativetogether, in each case, with satisfactory evidence of identity. 2. Appointment of proxies A Stockholder not wishing to attend and vote at the Meeting in person maydeliver to the Registrar, Capita Registrars, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU, a form of proxy duly signed by theStockholder or his or her duly authorised attorney (or, in the case of acorporation, executed under its common seal or signed by a duly authorisedofficer or attorney), appointing a person to act on such Stockholder's behalf inconnection with the Meeting. A form of proxy may be obtained from the Registrarnot later than 48 hours (as defined below) before the time fixed for theMeeting. 3. Form of proxy Not later than 48 hours (including all or part of two days upon which banks areopen for business in London (disregarding for this purpose the day upon whichthe Meeting is to be held)) ("48 hours") before the time fixed for the Meeting,or any meeting held following any adjournment of any such Meeting or for thetaking of a poll at which the proxy intends to vote, the form of proxy and (ifrequired by the Company or the Trustee) the power of attorney or other authority(if any) under which it is signed or a notarially certified or office copy ofsuch power or authority must be deposited at the office of the Registrarspecified below. 4. Quorum requirements The quorum required at the Meeting shall be two or more persons holding orrepresenting by proxy a clear majority in principal amount of the Existing Stockfor the time being outstanding. At any adjourned Meeting, the quorum shall betwo or more Stockholders present in person or by proxy (whatever the principalamount of the Existing Stock held by them). 5. Adjournment If within 5 minutes (or such longer period not exceeding 20 minutes as theChairman may decide) after the time appointed for the Meeting, a quorum is notpresent, the Meeting shall stand adjourned for such period, being not less than7 days nor more than 28 days, and to such time and place as may be appointed bythe Chairman. 6. Voting by show of hands or poll Every question submitted to each Meeting shall be decided on a show of handsunless a poll is duly demanded by the Chairman or by three or more Stockholderspresent in person or by proxy or by one or more persons holding or representingby proxy at least one-twentieth part of the principal amount of the ExistingStock for the time being outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a Stockholder or as a proxy. 7. Representation of vote On a show of hands every Stockholder who (being an individual) is present inperson or (being a corporation) is present by its duly authorised representativeshall have one vote and on a poll every Stockholder who is present in person orby its duly authorised representative or by proxy shall have one vote in respectof each £1 in principal amount of Existing Stock of which such person is theholder, representative or proxy. 8. Voting majority requirements To be passed at the Meeting, the Extraordinary Resolution requires a majorityconsisting of not less than three-fourths of the persons voting at such Meetingupon a show of hands or, if a poll is duly demanded, by a majority consisting ofnot less than three-fourths of the votes cast on such poll. If passed, theExtraordinary Resolution shall be binding upon all Stockholders, whether presentor not present at the meeting at which it is passed. 9. Publication of Notice This Notice is given by Town Centre Securities PLC. 10. Further Information Stockholders should contact the following for further information: The Dealer Manager: Credit Suisse Securities (Europe) Limited at One CabotSquare, London E14 4QJ, Tel: +44 (0) 20 7883 6748 or by email topaul.hawker@credit-suisse.com. The Exchange Agent: The Bank of New York, Tel: +44 (0) 7777 2527, Fax: +44 (0)20 7777 5410 or by email to robert.j.bebb@bankofny.com orlouise.bass@bankofny.com. The Registrar: Capita Registrars, Tel: 0870 132 3121 (or +44 (0) 20 8639 2157 iftelephoning from outside the UK). Dated 19 October 2006 This information is provided by RNS The company news service from the London Stock Exchange