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Mount Eden Land Limited

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MOUNT EDEN LAND LIMITED

(Incorporated on the Island of Guernsey)
Registered office: P O Box 287, 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port,
Guernsey GY1 3RL

Listing Prospectus GBP 41,000,000
8.00 per cent. Notes due 2019

The GBP 41,000,000 8.00 per cent. Notes due 2019 (the Notes) are issued by Mount Eden Land

Limited (the Issuer).

Application has been made to the Luxembourg Stock Exchange in its capacity as competent authority under the Luxembourg act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a prospectus for the purposes of Article 61 of the Prospectus Act 2005. Application has also been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market.

This Prospectus has not been approved by and will not be submitted for approval to the Commission de surveillance du secteur financier of Luxembourg. The Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this Prospectus nor any other circular, prospectus, form of application, advertisement, communication or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except (i) for the sole purpose of the admission to trading of the Notes on the Euro MTF Market and listing of the Notes on the Official List of the Luxembourg Stock Exchange and (ii) in circumstances which do not constitute an offer of securities to the public within the meaning of the Prospectus Act 2005.

Investors should be aware that an investment in the Notes contains certain risks. For a discussion of these risks please see "Risk Factors"). This Listing Prospectus can only be used for the purpose for which it has been published.

The date of this Prospectus is 20 October 2014

The directors of the Issuer, having made all reasonable enquiries, confirm that to the best of their knowledge and belief this Prospectus contains all information with regard to the Issuer and the Notes which is material in the context of the issue of the Notes, that such information is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly.

In connection with the issue and offering of the Notes, no person has been authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to its date.

The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves about and to observe any such restrictions.

This Prospectus does not constitute, and may not be used for purposes of, an offer, invitation or solicitation by anyone in any jurisdiction or in any circumstances in which such offer, invitation or solicitation is not authorised or to any person to whom it is unlawful to make such offer, invitation or solicitation.

The Notes have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act) and may not be offered, sold or delivered directly or indirectly in the United States or to any US person as part of the distribution thereof. The Subscriber (as defined below) has agreed that it will not offer, sell or deliver, directly or indirectly in the United States or to or for the account of any US person, any Notes. As used herein; United States means the United States of America (including the States and the District of Columbia), its territories, its possessions, and other areas subject to its jurisdiction; and US person means any citizen or resident of the United States, any corporation, partnership or other entity created or reorganised in or under the laws of the United States and any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

No action has been taken by the Issuer or Subscriber (as defined below) that would, or is intended to, permit a public offer of the Notes or possession or distribution of this Prospectus or any other offering or publicity material relating to the Notes in any country or jurisdiction where any such action for that purpose is required. The Subscriber has undertaken that it will not, directly or indirectly, offer or sell any Notes or have in its possession, distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms.

This document has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey. This document may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries Administration Business and Company Directors etc (Bailiwick of Guernsey) Law 2000.

2

  • Issuer:
  • Mount Eden Land Limited

PO Box 287, 4th Floor, West Wing Trafalgar Court, Admiral Park St. Peter Port Guernsey, GY1 3 RL

  • Board of Directors of the Issuer:
  • Mr TY S Li

No.16 Kadorie Avenue Kowloon Hong Kong

Witchford Corporation Offshore Chambers PO Box 217 Apia Samoa

Auditor of the Issuer: (since 1993) haysmacintyre Chartered Accountants Registered Auditors 26 Red Lion Square LondonWC1R 4AG

Fiscal Agent and

  • Principal Paying Agent:
  • Citibank N.A., London Branch

Citigroup Centre Canada Square Canary Wharf London E14 5LB

  • Independent Property Valuer:
  • CB Richard Ellis Limited

Henrietta House Henrietta Place London W1G ONB

3

Table of Contents

  • Sections
  • Page

General Information................................................................................................................................ 5 Documents Incorporated by Reference................................................................................................... 6 Selected Financial Information............................................................................................................... 7 Use of Proceeds....................................................................................................................................... 9 Risk Factors .......................................................................................................................................... 10 Conditions of the Notes ........................................................................................................................ 11 Description of the Issuer....................................................................................................................... 25 Description of Property Portfolio.......................................................................................................... 27

4

General Information

The issue of the Notes, the terms and conditions of which are set forth herein, has been duly authorised by the Issuer pursuant to a resolution of its Board of Directors dated 6 October 2014.

The text of the Paying Agency Agreement with respect to the Notes will be available for inspection at the principal office of the Paying Agent (as such terms are defined in the terms and conditions of the Notes), currently at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB.

SELLING AND UNDERWRITING

The Notes are offered for sale in one tranche to be issued on 22 October 2014 pursuant to a decision of the Board of Directors of the Issuer adopted on 6 October 2014. The Issuer has entered into a subscription agreement with Interstitial Holdings Limited of PO Box 287, 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1 3RL dated 20 October 2014 and Interstitial Holdings Limited has agreed to subscribe for the entire issue at par value on the basis of a private placement.

Interstitial Holdings Limited (the Subscriber) is a Guernsey registered investment company. The Notes will be issued at par. The Notes shall not be offered, and shall not be sold in the United States of America.

CLEARING

The Notes have been accepted for clearance by Euroclear Banking S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). The ISIN for this issue is XS1123852581 and the Common Code is 112385258.

LITIGATION

The Issuer is not involved in any significant litigation, arbitration or administrative proceedings relating to claims or amounts which are material in the context of the issue of the Notes and, so far as the Issuer is aware, no such litigation, arbitration or administrative proceedings are pending or threatened, except as disclosed herein.

FINANCIAL INFORMATION

So long as the Notes are listed the audited annual financial statements of the Issuer and a copy of the annual valuer's statement regarding the value of the Issuer's real estate assets will be made available at the offices of the Luxembourg Paying Agent. The Issuer does not publish interim or semi-annual financial statements.

The Issuer's financial statements are prepared on a non-consolidated basis. The Issuer has no subsidiaries.

The Issuer's financial statements for the years ended 5 April 2013 and 5 April 2014 were audited by haysmacintyre, Chartered Accountants of 26 Red Lion Square, London, WC1R 4AG.

5

Documents Incorporated by Reference

The following documents shall be incorporated in, and form part of, this Prospectus: (a)

(b) (c) the auditor's report and audited annual statements of the Issuer for the financial year ended 5 April 2013;

the auditor's report and audited annual statements of the Issuer for the financial year ended 5 April 2014; and

the Mount Eden Land Ltd Portfolio Valuation Report as at 30 June 2014 prepared by CB Richard Ellis Limited and dated 7 October 2014.

The documents incorporated by reference may be obtained free of charge at the office of the Fiscal Agent and will be also available at the website of the Luxembourg Stock Exchange www.bourse.lu.

6

Selected Financial Information

MOUNT EDEN LAND LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 5 APRIL 2014

2014
£
2013
£

Rental income Other income
40,067,323
1,489,033
41,556,356 (8,827,832) 32,728,524
14,580
37,697,892
1,722,432
39,420,324 (8,494,511) 30,925,813
Administration expenses Operating profit Profit on sale of property Interest receivable
-

  • 2,277
  • 14,025

(25,195,685)
5,744,154
(24,499,064)
8,246,317
(1,644,747) £6,601,570
Interest payable and similar charges Profit on ordinary activities before taxation Taxation
(1,039,421) £4,704,732
Profit for the financial year

The company has no recognised gains and losses other than the results for the above financial years.

The notes to this table can be found in the auditor’s report and audited annual statements of the Issuer

for the financial year ended 5 April 2014 incorporated by reference into this prospectus.

7

MOUNT EDEN LAND LIMITED BALANCE SHEET AS AT 5 APRIL 2014

  • 2014
  • 2013

  • £
  • £
  • £
  • £

FIXED ASSETS

  • Investment properties
  • 460,747,574
  • 461,132,574

CURRENT ASSETS

Debtors Cash at bank and in hand
78,076,580
9,646,339
68,787,120
9,983,749

  • 87,722,919
  • 78,770,869

  • CREDITORS: Amounts falling due (26,249,384)
  • (24,283,904)

within one year

54,486,965

NET CURRENT ASSETS

61,473,535

  • 522,221,109
  • 515,619,539

TOTAL ASSETS LESS CURRENT LIABILITIES

(453,000,000)
69,221,109
(453,000,000)
62,619,539

CREDITORS: Amounts falling due

after more than one year

TOTAL NET ASSETS CAPITAL AND RESERVES

18,000,00251,
221,107
18,000,002

  • 44,619,539
  • Called up share capital

Profit and loss account

  • 69,221,109
  • 62,619,539

TOTAL SHAREHOLDERS’ FUNDS

The notes to this table can be found in the auditor’s report and audited annual statements of the Issuer

for the financial year ended 5 April 2014 incorporated by reference into this prospectus.

8

Use of Proceeds

The net proceeds to be received by the Issuer from the issue of the Notes, expected to aggregate, in total, GBP 41,000,000 will be used by the Issuer to refinance the acquisition of commercial property investments (the Portfolio), which form part of the Langham Estate (Langham), which is in the "West End" of London, just north of Oxford Street.

9

Risk Factors

  • (a)
  • General

Real property investments are subject to varying degrees of risk. Rental revenues and property values are affected by changes in the general economic climate and local conditions such as an oversupply of space or a reduction in demand for property in an area, competition from other available space and increased operating costs. Rental revenues and property values are also affected by many other factors such as political developments, government regulations and changes in tax laws, interest rate levels, inflation, the availability of financing and yields of alternative investments.

  • (b)
  • Dependence on Tenants

The ability of the Issuer to repay the Notes and other loans will depend on its ability to continue to let the properties on economically favourable terms as substantially all of the

income from the Portfolio is derived from rentals. The Issuer’s ability to make payments

could be adversely affected if a significant number of tenants were unable to meet their obligations to the Issuer.

10

Conditions of the Notes

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form:

The GBP 41,000,000 8.00 per cent. Notes due 2019 (the Notes, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 14 (Further Issues) and forming a single series with the Notes of Mount Eden Land Limited (the Issuer) are issued subject to and with the benefit of an Agency Agreement dated on or around 22 October 2014 (such agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, Citibank N.A., London Branch as fiscal agent and principal paying agent (the Fiscal Agent) and the other initial paying agents named in the Agency Agreement (together with the Fiscal Agent, the Paying Agents). The Notes are also subject to, and shall be construed in accordance with, an intercreditor deed dated on or about 22 October 2014 between, among others, Mount Eden Land Limited, the parties specified therein as junior creditors and the parties specified therein as senior creditors.

The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal business hours by the holders of the Notes (the Noteholders) and the holders of the interest appertaining to the Notes (the Couponholders and the Coupons respectively) at the specified office of each of the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency Agreement.

  • 1.
  • FORM, DENOMINATION AND TITLE

  • Form and Denomination
  • 1.1

The Notes are in bearer form, serially numbered, in the denominations of GBP 100,000 and integral multiples of GBP 1,000 in excess thereof each with Coupons attached on issue.

1.2 1.3
Title

Title to the Notes and to the Coupons will pass by delivery.

Holder Absolute Owner

The Issuer and any Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).

  • 2.
  • STATUS

  • Status
  • 2.1

The Notes and the Coupons are direct, unconditional and (subject to the provisions of Condition 3 (Negative Pledge) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future,

11

but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors' rights.

  • 3.
  • NEGATIVE PLEDGE

So long as any of the Notes remains outstanding:

  • (a)
  • the Issuer will not create or have outstanding any mortgage, charge, lien, pledge or

other security interest (each a Security Interest) upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:

  • (i)
  • all amounts payable by it under the Notes and the Coupons are secured by the

Security Interest equally and rateably with the Relevant Indebtedness; or

  • (i)
  • such other Security Interest or other arrangement (whether or not it includes

the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three-fourths of the votes cast) of the Noteholders.

  • 3.2
  • Interpretation

For the purposes of these Conditions:

  • (a)
  • Relevant Indebtedness means (i) any present or future indebtedness (whether being

principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities which (with the consent of the Issuer are for the time being quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market and (ii) any guarantee or indemnity of any such indebtedness; and

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    Shard Capital Stockbrokers T +44 (0) 207 186 9950 rd 23 Floor, F +44 (0) 207 186 9979 20Fenchurch St, E [email protected] London, EC3M 3BY W shardcapitalstockbrokers.com BROKER UPGRADES AND DOWNGRADES & KEY UK CORPORATE SNAPSHOTS 30 May 2017 UK Broker Upgrades / Downgrades Please contact us for more information Code Company Broker Recomm. From Recomm. To Price From Price To Upgrades BRW Brewin Dolphin Holdings Plc Peel Hunt Add Buy 345 390 EIG EI Group Plc Deutsche Bank Buy Buy 170 175 MGGT Meggitt Plc AlphaValue Reduce Buy UDG UDG Healthcare Plc Liberum Capital Buy Buy 760 930 Downgrades LMI Lonmin Plc Peel Hunt Hold Sell 95 70 Initiate/Neutral/Unchanged AV. Aviva Plc Deutsche Bank Buy Buy 585 585 BATS British American Tobacco Plc Credit Suisse Outperform Outperform 6100 6100 BP. BP Plc Barclays Capital Overweight Overweight 625 625 CCH Coca-Cola HBC AG Barclays Capital Underweight Underweight FXPO Ferrexpo Plc HSBC Buy 210 HNT Huntsworth Plc Peel Hunt Buy Buy 65 65 International Consolidated Airlines IAG Deutsche Bank Buy Buy 650 650 Group SA INF Informa Plc Barclays Capital Overweight Overweight 730 730 https://www.shardcapitalstockbrokers.com/trading-platform/ https://www.shardcapitalstockbrokers.com/trading-platform/ https://www.shardcapitalstockbrokers.com/trading-platform/ https://www.shardcapitalstockbrokers.com/trading-platform/ https://www.shardcapitalstockbrokers.com/trading-platform/ BROKER UPGRADES AND DOWNGRADES & KEY UK CORPORATE SNAPSHOTS Code Company Broker Recomm. From Recomm. To Price From Price To Initiate/Neutral/Unchanged INF Informa Plc Deutsche Bank Buy Buy 790 790 ISAT Inmarsat Plc Deutsche Bank Buy Buy 1020 1020 ITRK Intertek Group Plc Barclays Capital Equal weight Equal weight 4000 4000 LGEN Legal & General Group Plc Deutsche Bank Hold Hold 255 255 MNDI Mondi Plc Credit Suisse Neutral Neutral 2135 2135 RPC RPC Group Plc Credit Suisse Outperform Outperform 1175 1175 RSA RSA Insurance Group Plc Deutsche Bank Hold Hold 570 570 SL.
  • Night Time Commission and the Appointment of Amy Lamé As the City’S First Night Czar

    Night Time Commission and the Appointment of Amy Lamé As the City’S First Night Czar

    Contents McDonald’s ................................................................................................................................. 4 McDonald’s Franchisee (Capital Arches Group) ........................................................................... 7 McDonald’s Franchisee (APPT Corporation) ............................................................................... 9 London Radical Faeries ............................................................................................................. 12 London Borough of Camden ..................................................................................................... 13 London Borough of Bexley ........................................................................................................ 16 Royal Borough of Kensington and Chelsea ............................................................................... 20 London Borough of Hackney .................................................................................................... 23 Better Bankside BID .................................................................................................................. 30 London Borough of Hammersmith and Fulham ......................................................................... 35 Sleepless Brixton ....................................................................................................................... 40 Safer Business Network ............................................................................................................
  • 17-18 Margaret Street, London W1 GROUND FLOOR (EAST) | 1,620 Sq Ft / 150.50 M2 GROUND FLOOR (EAST)

    17-18 Margaret Street, London W1 GROUND FLOOR (EAST) | 1,620 Sq Ft / 150.50 M2 GROUND FLOOR (EAST)

    GROUND FLOOR SHOWROOM WITH WINDOW FRONTAGE 17-18 Margaret Street, London W1 GROUND FLOOR (EAST) | 1,620 sq ft / 150.50 m2 GROUND FLOOR (EAST) The property is located in the heart of this cosmopolitan fashion and media location on the north side of Margaret Street, between Great Portland Street and Great Titchfield Street. Transport facilities are excellent with Oxford Circus underground station being within easy walking distance. Open Plan Central Heating Good Ceiling Height New Kitchenette Good Natural Light Dishwasher Spot Lighting Entryphone Also Available | 4th Floor Office (RW) 285 sq ft Wood Flooring 24 Hour Access Storage Cupboards Sky Light Air-Conditioning (Not Tested) Window Frontage RENT On application LEASE For further information call A new Full Repairing & Insuring Lease is available for a term by arrangement, outside the Landlord & Tenant Act 1954. 020LanghamEstate.com 7580 | MyNoho.co.uk 5656 POSSESSION Immediate upon completion of legal formalities MALCOLM COHEN [email protected] 020 7907 4983 Offices | Retail | Restaurants | Showrooms | Residential | Storage 07768 156 577 KELLY MYERS [email protected] Langham Estate Management Ltd, London House, 9A Margaret Street, London W1W 8RJ 020 7907 4962 07739 220 411 Any property is offered subject to contract, availability, and confirmation of details. These particulars do not for part of any contract and, whilst believed to correct, parties are recommended to satisfy themselves as to the accuracy. The Lessors or Langham Estate Management Limited, or any person in their employment, cannot make or give any representation or warranty whatsoever in relation to this property. Unless otherwise stated, all prices and rentals quoted are exclusive of any Value Added Tax to which they may be subject.