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CLASS A3 BONDS Terms defined in the Master Definitions and Construction Schedule dated 2 March 2005 (as amended) bear the same meanings when used in this Notice. Noteholders attention is drawn to Clause 20 of the Intercompany Loan Agreement pursuant to which Holdings is entitled to dispose of its interest in a Property Company, provided that certain conditions are satisfied. The Issuer gives notice that Holdings intends to exercise that right to dispose of Broadgate (PHC 3), being the Property Company which owns 100 Liverpool Street and 8-12 Broadgate, London EC2. The purchaser of these Property Companies is PHC 3 Parent Limited. One of the conditions of such disposal is that PHC 3 prepays its Subordinated Loan to the Borrower and the Borrower prepays one or more Term Loans in an amount equal to the Required Prepayment Amount being in this case an aggregate amount of £106,929,320.00. Under Condition 6.2 (c) of the Bonds, if the Borrower
Nominee Company
A Nominee for the purpose of this Regulation is a company formed by a bank or other financial institution for the purpose of holding securities and other assets and administering them on behalf of the actual owners under the terms of a custodial or nominee agreement.
Holding Company/Parent Company:
For the purpose of these rules, means a bank or other eligible financial institution that owns and controls a nominee company.
Client:
Means a person who has entered into agreement with a nominee company to hold and manage its securities or other assets.
Business of Nominee Companies
a) The business of the Nominee shall be to take title of property, money or securities in trust for and on behalf of clients as Nominee for, or representative of such clients, to hold and deal with such property, money or securities strictly in accordance with any directions given by the respective clients from time to time to the Nominee Company.
James Howgego, Chief Financial Officer
Important Notice Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to BDB Nominee and Harwood Capital and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than BDB Nominee and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, a