LBT - Liberty International PLC - Notice to Bondholders

LBT
LILII                                                                           
LBT - Liberty International PLC - Notice to Bondholders                         
LIBERTY INTERNATIONAL PLC                                                       
(Registration number UK3685527)                                                 
ISIN Code:     GB0006834344                                                     
JSE Code: LBT                                                                   
Issuer Code:   LILI I                                                           
Liberty International PLC                                                       
LIBERTY INTERNATIONAL PLC (the "Issuer")                                        
GBP240,000,000 3.95 per cent. Convertible Bonds due 2010                        
of which GBP79,244,000 is currently outstanding (the "Bonds")                   
(ISIN: XS0176967262; Common Code: 017696726)                                    
In accordance with the 
terms and conditions of the Bonds (the "Conditions")     
constituted by a Trust Deed dated 16 October 2003 as supplemented by            
supplemental trust deeds dated 20 December 2004 and 3 February 2010 (together,  
the "Trust Deed"), notice is hereby given to Bondholders pursuant to Condition  
16 that:                                                                        
(a)  the Trustee has determined pursuant to Clause 13.1 of the Trust Deed       
    that (i) the Event of Default under Condition 11(vi) of the Bonds arising   
    from the announcement on 9 March 2010 by the Issuer of its intention to     
carry out a demerger of its central London focused property investment      
    and development businesses (the "Transaction") constituting a threat by     
    the Issuer to cease to carry on a substantial part of its business or       
    operations shall not be treated as such; and (ii) should the Transaction    
be implemented, the Event of Default under Condition 
11(vi) of the Bonds    
    arising from the implementation of the Transaction constituting the         
    cessation by the Issuer of a substantial part of its business or            
    operations shall not be treated as such; and                                
(b)  in connection with such determination, the Issuer and the Trustee have     
    entered into a Second Supplemental Trust Deed ("Second Supplemental         
    Trust Deed") in respect of the Bonds pursuant to which (i) the Issuer has   
    deposited in an account with the Trustee a cash amount equal to the sum     
of GBP79,244,000 the outstanding principal amount of the Bonds due on the   
    Final Maturity Date, and GBP1,565,069 the Interest due on the final         
    Interest Payment Date, such cash to be applied to satisfy payment of any    
    amount owing in respect of the Bonds or Coupons as and when the same fall   
due as provided in the Second Supplemental Trust Deed, and (ii) the Issuer  
    has 
granted to Bondholders a right to require the Issuer to redeem their    
    Bonds on any date from 10 March 2010 to the date falling 14 days prior to   
    the Final Maturity Date, at their principal amount, together with interest  
accrued to the relevant Optional Put Date (as defined in the Second         
    Supplemental Trust Deed).                                                   
A copy of the Second Supplemental Trust Deed is available for inspection        
during normal business hours at the registered office for the time being of     
the Trustee (being at the date hereof at Winchester House, 1 Great Winchester   
Street, London EC2N 2DB).                                                       
Words and expressions defined in the Trust Deed shall have the same meaning when
used in this notice unless otherwise defined herein.                            
10 March 2010                                                                   
Sponsor: Merrill Lynch South Africa 
(Pty) Limited                               
Date: 10/03/2010 12:09:02 Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.