Completion of Restructuring

Further to its previous announcements on 6 and 10 May, the Company hereby confirms that admission of 111,336,153 ordinary shares of no par value in connection with the Restructuring has taken place and that the Restructuring has become effective.

The listings of both the Company’s 7.5% Convertible Unsecured Loan Stock (“CULS”) and Zero Dividend Preference Shares (“ZDPs”) on the Official List (standard category) have also been cancelled.

Full details of the Restructuring are contained in Circulars posted to Ordinary Shareholders and CULS and ZDP holders prior to the extraordinary general meetings held on 5 May, and are available on the Company’s website at www.realestateopportunities.co.uk.

Ray Horney, Chairman, commented:

“We are very pleased to announce that the Restructuring process, which commenced in May 2010, has now been successfully implemented. The conclusion of this process is yet another step towards realising our plans for the development of Battersea Power Station."

Completion of Restructuring

Further to its previous announcement on 6 May, Real Estate Opportunities plc (the "Company") confirms that admission of up to 111,336,528 ordinary shares of no par value issued in connection with the Restructuring is expected to take place at 8am on 12 May 2011, whereupon the Restructuring process will become effective.

The listings of both the Company’s 7.5% Convertible Unsecured Loan Stock and Zero Dividend Preference Shares on the Official List (standard category) will be cancelled on this date.

Meeting of ZDP Holders

The Board of REO Securities Limited (“REOS” or the “Company”) is pleased to announce that the resolution put to ZDP Holders at the meeting held earlier today was passed, with proxies having been received in advance of the meeting amounting to 38,966,940 ZDP Shares in favour of the resolution and 39,719 ZDP Shares against.

The passing of this resolution, together with the passing of resolutions put to the Ordinary Shareholders and CULS Holders of Real Estate Opportunities plc (“REO”) at meetings held earlier today, will facilitate the restructuring of REO, details of which can be found in the circular to ZDP Holders dated 11 April 2011.

Ray Horney, Chairman, commented

“The successful outcome of this meeting demonstrates the support of the ZDP Holders in the implementation of REO’s restructuring. On behalf of the Board, I would like to thank them for this support and we look forward to the future success of the Company.”

Circulars and Notice of Extraordinary General Meetings

Further to the Company’s previous announcement on 24 December 2010 regarding the status of negotiations on the Company’s balance sheet restructuring, the Company announces that it is today releasiing circulars and notices of extraordinary general meetings.

Please click the titles of these documents to view and download as PDF files.

REO Securities Limited
Zero Dividend Preference Shares (‘‘ZDP Shares’’)
Proposals for standstill and debt for equity swap
and Notice of Meeting of ZDP Holders

REO Securities Limited
Form of Proxy

Posting of Circulars and Notice of Extraordinary General Meetings

REO Securities Limited (the “Company”) is a wholly owned subsidiary of Real Estate Opportunities plc (“REO” or the “Group”).

Further to the Group’s previous announcement on 24 December 2010 regarding the status of negotiations on the Group’s balance sheet restructuring, the Group announces that it is today despatching circulars and notices of extraordinary general meetings (together, the “Circulars”) to Ordinary Shareholders and to holders of the 7.5% convertible unsecured loan stock (“CULS”) and zero dividend preference shares (“ZDPs”). Capitalised terms used in this announcement shall, unless the context requires otherwise, bear the meanings given to them in the Circulars.

The Circulars to holders of CULS and ZDPs contain a description of the proposed Restructuring, which is subject to approval at the extraordinary general meetings and certain procedural conditions precedent being satisfied, and can be summarised as follows:

• Battersea Power Station, related bank loans, the Group’s obligations under the Oriental Loan Notes and other related assets and liabilities will be transferred to a new holding company, BPSSV, or one of its subsidiaries;
• • the REO Group's liability to pay CULS Holders an aggregate of £100.9 million of principal and £9.5 million of accrued interest as at 31 May 2011 (including interest not paid on 31 August 2010 and 28 February 2011) will be satisfied by effecting a debt for equity swap pursuant to which CULS Holders will be issued with approximately 70.8 million REO Shares (in aggregate representing approximately 15.9 per cent. of REO's enlarged ordinary share capital immediately following completion), approximately 212 million BPSSV Shares (representing approximately 21.2 per cent. of BPSSV's share capital immediately following completion) and BPSSV Warrants in respect of approximately 159 million BPSSV shares (representing approximately 12.2 per cent. of BPSSV's share capital on a fully diluted basis);
• the Group's liability to pay the holders of the ZDP Shares an aggregate of £136 million by way of capital on 31 May 2011 will be satisfied by effecting a debt for equity swap pursuant to which ZDP Holders will be issued with approximately 40.5 million REO Shares (representing approximately 9.1 per cent. of REO’s enlarged ordinary share capital immediately following completion), approximately 121 million BPSSV Shares (representing approximately 12.1 per cent. of BPSSV's share capital immediately following completion) and BPSSV Warrants in respect of approximately 91 million BPSSV shares (representing approximately 7 per cent. of BPSSV's share capital on a fully diluted basis);
• the debt due by companies within the Battersea Group to other companies in the wider Group (amounting to £208 million as at 31 August 2010) will be satisfied by effecting debt for equity swaps, as a result of which BPSSV Shares representing a total of approximately 54 per cent. of BPSSV’s issued share capital immediately following completion will be issued to companies in the Group;
• Treasury Holdings will, by way of a management incentive fee, be issued with approximately 77 million BPSSV Shares (representing approximately 7.7 per cent. of BPSSV's issued share capital immediately following completion) and BPSSV Warrants in respect of 25 million BPSSV shares (representing approximately 1.9 per cent. of BPSSV's share capital on a fully diluted basis);
• the Group will be issued approximately 50 million BPSSV Shares (representing approximately 5 per cent. of BPSSV's issued share capital immediately following completion) and BPSSV Warrants in respect of approximately 25 million BPSSV shares (representing approximately 1.9 per cent. of BPSSV's share capital on a fully diluted basis). The Group will distribute these BPSSV Shares and BPSSV Warrants in specie to Shareholders (including Treasury Holdings) subject to the Company passing a resolution to amend its articles of association to permit distributions in specie;
• Oriental has agreed to a standstill arrangement with the Group whereby Oriental has agreed not to take enforcement action in relation to the non-payment of interest and other covenant breaches under the Loan Notes until 31 August 2011 or earlier if the standstill arrangement is terminated. Oriental has also agreed to release the Group from its obligations under the Loan Notes on terms that a subsidiary of BPSSV assumes liability to repay the debt. It has also been agreed that, if the Senior Lenders agree to defer the date for repayment under the Battersea Power Station Facility Agreements beyond 31 August 2011, Oriental will also defer the date for repayment of the Loan Notes accordingly. Oriental will be entitled to a forbearance fee of £4.5 million in consideration for entering into the standstill agreement payable on 31 August 2011 or such later repayment date if the Battersea Power Station Facility Agreements are extended;
• the Group will be released from its guarantees of the Battersea Power Station Facility Agreements (under which the aggregate liability (including forbearance fees and interest rate swaps) at completion of the Restructuring is expected to be approximately £300 million) and will be provided with the necessary Senior Lender consents to implement the Restructuring; and
• the Group will be granted forbearance by NAMA under which, for a 12 month period following Completion, NAMA will agree not to call under the guarantee provided by the Group in relation to a Euro 95 million facility advanced in relation to certain of the Group's assets in Ireland.

The Group has received irrevocable undertakings to vote in favour of the Restructuring at the upcoming extraordinary general meetings from 61% of CULS holders and 58% of the holders of ZDP shares respectively.

The Restructuring also has the support of REO’s directors and Treasury Holdings, who together hold 67.4 per cent of the ordinary shares.

The previous announcement on 24 December 2010 stated that, if its £150 million loan note and accrued interest is not repaid on 31 May 2011, Oriental Property Limited would, subject to certain exceptions, have the option to convert the debt into 75% of the equity in the new Battersea Power Station holding company. Also, shareholders in the new holding company would have the right to acquire that interest prior to 1 June 2012 for an amount equal to the sum due to Oriental Property Limited under the loan note together with interest – both of these provisions are no longer applicable.

The Circulars to holders of CULS and ZDPs also contain a summary valuation report prepared by King Sturge as of 31 December 2010 for the Battersea Power Station property. This shows a valuation of £498 million, assuming planning permission is received.

The Circular to shareholders contains notice of an extraordinary general meeting convened to approve amendments to the Memorandum and Articles of Association to allow the Group to effect distributions in specie, to introduce shareholders’ pre-emption rights and to convert REO into a no par value company.

If the Restructuring becomes effective, it is expected that the listings of the CULS and ZDPs on the Official List (standard category) will be cancelled on the Effective Date, expected to be 12 May 2011.

A copy of each Circular and related forms of proxy have been submitted to the National Storage Mechanism and will be available for inspection shortly at www.hemscott.com/nsm.do.

A copy of each Circular will also shortly be made available on REO’s website at www.realestateopportunities.co.uk.

Cancellation of listings of ordinary shares and 7.5% convertible unsecured loan stock 2011 on the Irish Stock Exchange and the Channel Islands Stock Exchange.

Real Estate Opportunities plc (the "Company") has applied to the Irish Stock Exchange (the "ISE") and the Channel Islands Stock Exchange (the "CISX") to cancel the Company's listings of ordinary shares (ISIN: GB0030364995) ("Ordinary Shares") and 7.5% convertible unsecured loan stock 2011 (ISIN: GB0030365182) ("CULS") on the Official Lists of the ISE and CISX and of their trading on the ISE and CISX respectively. Application has been made for the Ordinary Shares and CULS of the Company to be removed from the Official Lists of the ISE and CISX with effect from 16 March 2011.
The Ordinary Shares and CULS will remain listed (standard category) on the Official List of the UK Financial Services Authority and will continue to trade on the main market of the London Stock Exchange plc.

REO agrees sale of Montevetro building to Google for €99.9m

Real Estate Opportunities plc, the real estate investment and development group active in Ireland and the UK, is pleased to announce that it has agreed the sale of Montevetro, Dublin’s tallest commercial office building, to Google for €99.9million, to be satisfied in cash. Completion of the transaction is expected in the near future.

Discussions between the Company’s investment adviser, Treasury Holdings, and Google began in early 2010 about Google taking a lease of the building but late last year developed into discussions for an outright sale.

REO’s development of the landmark 15-storey building, which commenced in March 2008 and completed in January 2011, comprises 210,000 sqft of prime office space in Grand Canal Dock, Dublin 2. The three basement levels provide 80 car parking spaces and extensive additional bicycle and motor cycle spaces. The building, which reaches 67 metres, offers easy access to St Stephen’s Green, Baggot Street, the IFSC and Spencer Dock. It also offers unrivalled connectivity to national infrastructure with an integrated DART line which connects with Connolly Station.

Commenting, REO Chairman, Ray Horney said:

“We are very pleased to be able to announce Google’s purchase of Montevetro, Dublin’s tallest commercial office building. REO’s stated strategy is to develop high quality, commercial real estate in well located areas.
“The transaction is one of the largest sales of commercial property in Ireland in several years and the company believes it has achieved a very good price in the current market environment. Google is an iconic name globally and its decision to buy Montevetro is good news for Ireland and we wish them every success in their new home.”

REO is also pleased to announce that the international oil and gas exploration company Tullow Oil plc is to lease a total of 48,000 sq ft in the Central Park development in Leopardstown, Dublin. A member of the FTSE 100 index, Tullow Oil will be located in Number One, Central Park, the newly completed, state of the art office block.

Central Park is the prime suburban development of REO which is home to a range of blue chip clients including Vodafone, Volkswagen Bank, Lease Plan and Merrill Lynch. This doubling in size of the Tullow Oil facility, along with the recent opening of the LUAS Green line extension to provide easy access to the city centre, further cements the location’s importance in providing high quality accommodation for blue chip corporates.

Result of Extraordinary General Meeting

The Board of Real Estate Opportunities plc announces that the resolution put to shareholders at the Extraordinary General Meeting held earlier today was passed, with proxies having been received in advance of the EGM amounting to 280,524,748 ordinary shares in favour of the resolution and 2,400,735 ordinary shares against.
In accordance with the timetable set out in the circular sent to the shareholders on 30 December 2010, the listing category of the Company on the Official List is expected to be transferred from a premium listing to a standard listing with effect from 8.00 a.m. on 17 February 2011.

Resolution one

Interim Management Statement

Real Estate Opportunities plc (“REO” or “the Group”), the real estate investment and development group active in the UK and Ireland today issues its Interim Management Statement covering the period from 30 October to the date of this announcement.

Highlights:

• Battersea Power Station Planning Application approved by Mayor of London and Wandsworth Council
• Significant interest from prospective investors in Battersea Power Station during the global investment roadshow
• Terms of Balance Sheet Restructuring announced on 24 December 2010
• Memorandum of Understanding signed with NAMA on Group business plan
• Continued strong operational performance with occupancy levels at 95% and rent weighted average lease length of 12 years

Ray Horney, Chairman of REO, said: “We are pleased with the progress we have made in recent months.  The planning application for BPS is progressing well, while we are also making good progress towards balance sheet restructuring.  We look forward to updating the market on further progress in due course.”

Battersea Power Station: As previously announced, Wandsworth Council and the Mayor of London have both now approved the Group’s planning application for the Battersea Power Station site. The application is currently being considered by the Secretary of State for Communities and Local Government, with a decision anticipated in the near future.

The approvals above represent a major step towards realising the Group’s vision for the scheme, which has garnered significant support from various stakeholders including the Greater London Authority, English Heritage, the Commission for Architecture and the Built Environment (CABE) and most importantly, the local community.

It has always been the Group’s development strategy to partner with a new investor, and we have already attracted significant interest from a range of prospective investors.

Construction on Phase 1 of the development is scheduled to commence in early 2012 with completion in 2016. The remaining phases, including the first ever privately funded extension to the tube network in Central London, are scheduled for completion thereafter.

Balance Sheet Restructuring: As announced on 24 December 2010, the Group’s negotiations with its creditors regarding the terms of a financial restructuring are progressing well. Subject to approval from the various creditor groups, the detailed terms of the restructuring deal are as follows:

• Battersea Power Station would be transferred by REO to a new holding company. The demerger of Battersea Power Station is intended to facilitate the successful conclusion of the Group’s global third party investment road show through which it is seeking to attract a long term equity partner into the demerged vehicle.
• The Group would effect debt for equity swaps with the holders of the 7.5% convertible unsecured loan stock ("CULS") and zero dividend preference shares ("ZDPs"). CULS holders would receive 21.2% of the equity in the new Battersea Power Station holding company and 15.9% of the enlarged equity of REO. ZDP holders would receive 12.1% of the equity in the new holding company and 9.1% of the enlarged equity of REO. In addition, CULS and ZDP holders would be issued with warrants representing 15.9% and 9.1% respectively of the initial issued share capital of the new holding company. Each warrant would entitle the holder to subscribe for one new ordinary share at an exercise price of 0.001p at any time for up to 15 years after the completion of the restructuring if the equity in the new holding company has a value in excess of £510 million.
• Ordinary shareholders (including Treasury Holdings) would receive 5% of the equity in the new holding company and warrants in respect of a further 5% and would, after the issue of ordinary shares to CULS and ZDP holders, retain 75% of the enlarged equity of REO.
• As an incentive to manage the development of Battersea Power Station, Treasury Holdings would be awarded a management fee representing 7.7% of the equity in the new holding company.
• The remaining equity in the new holding company, amounting to approximately 54%, would be retained by REO and its subsidiaries following the equitisation of various intercompany balances owed by companies in the Battersea Power Station group.
• REO would be released from various financial obligations relating to the Battersea Power Station group, including guarantees of senior facilities and the £150 million loan note issued to Oriental Property Limited.
• If the £150 million loan note and accrued interest is not repaid on 31 May 2011, Oriental Property Limited would, subject to certain exceptions, have the option to convert the debt into 75% of the equity in the new Battersea Power Station holding company. Shareholders in the new holding company would have the right to acquire that interest prior to 1 June 2012 for an amount equal to the sum due to Oriental Property Limited under the loan note together with interest.

NAMA: As previously indicated, the Group submitted a comprehensive business plan in May 2010 for NAMA’s review. The initial evaluation process is now complete resulting in a signed Memorandum of Understanding, the terms of which are non-binding and intended to form the basis for further negotiations. NAMA will monitor the Group’s subsequent performance to ensure that it adheres to targets contained in the Memorandum of Understanding and, subject to the further negotiations referred to above, binding facility agreements will be entered into.

Property Portfolio: The portfolio was last valued in August 2010, by Treasury Holdings, in their capacity as investment advisers, at a value of €1,050 million.

The Group continues to place a strong emphasis on proactive management of the portfolio and tenant monitoring, resulting in stable annualised income of €40.2million, during a period of rental value deflation. Continuing strong operational performance is underpinned by prime office and retail locations, together with the diversity represented by high quality tenants including Vodafone, Merrill Lynch, KPMG and Marks & Spencer, which account for over 63% of the portfolio based on rental income.

Despite current market conditions, portfolio occupancy remains at 95%, with only 4% of rent roll in arrears, and a rent weighted average lease length of 12 years.

The Group’s only current development project (Montevetro, Dublin 4) is due for practical completion at the end of January 2011, with strong interest from the market in the building, while a prudent approach to the timing of its remaining development pipeline continues to be adopted.

Outlook:

The Board is encouraged by the significant progress made in recent months in respect of the planning permission granted for the Battersea Power Station project and the signing of the Memorandum of Understanding with NAMA on the Group’s business plan, while negotiations towards a successful restructuring of the Group’s balance sheet have reached an advanced stage.

While the Group’s performance continues to be adversely impacted by continuing concerns about the underlying Irish economic performance, the recent agreement between the Irish Government and the IMF/EU should assist in stabilising the banking sector, thus enhancing capital adequacy and liquidity of the banks. There are also continuing signs that the commercial property market is stabilising.
 
Based on the above, in conjunction with the Group’s quality portfolio and strength of senior management, the Board remains confident that the Group is positioned to benefit from predicted stability and growth in the wider Irish and UK economies.

1 CBRE, Bi-Monthly Research Report, November 2010

Posting of Circular and Notice of Extraordinary General Meeting

The Company announces that it is today despatching to shareholders a circular and notice of extraordinary general meeting (together, the "Circular") containing details of the proposed transfer of the Company's category of equity share listing on the Official List of the UK Financial Services Authority from a premium listing to a standard listing.

A copy of the Circular and related form of proxy have been submitted to the National Storage Mechanism and will be available for inspection shortly at www.hemscott.com/nsm.do.

  Please follow this link to download the Circular document as a PDF

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS

The Company was advised on 29 December 2010 of certain dealings in its share capital by Brossbar Unlimited ("Brossbar"). Brossbar is a wholly-owned subsidiary of Treasury Holdings Unlimited ("Treasury Holdings"), which is owned as to 50 per cent. by Richard Barrett, a director of the Company.  Brossbar is therefore a connected person of Richard Barrett. This notification is being made pursuant to DTR 3.1.2R.

On 29 December 2010, in Dublin, Brossbar entered into a transaction (the "Transaction") disposing of 5,258,534 ordinary shares of 1p each in the capital of the Company (the "Shares") for a price of 4 pence per ordinary share.

As a result of the Transaction, Treasury Holdings and other entities within the Treasury Holdings group (including Brossbar) who are connected to Richard Barrett hold 216,522,506 ordinary shares in the Company. This figure represents approximately 64.83 per cent. of the Company's issued share capital.

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

Please follow this link to download the entire document as a PDF

Mayor's Approval of the Battersea Power Station Planning Application
and Update on Restructuring

The Company is pleased to announce that the Mayor of London has approved the planning application for the redevelopment of the Battersea Power Station site. The Mayor's approval of the planning application represents another major step towards realising the vision for the redevelopment of Battersea Power Station. The planning application is now with the Secretary of State for Communities and Local Government for consideration. The Company will provide a further update on the planning process in due course.

In view of the time that has elapsed since the Company first indicated its intention to implement a financial restructuring, the Company believes it appropriate to update shareholders on the status of its discussions with creditors and the terms upon which, subject to approval by creditors, the restructuring may proceed. Negotiations with creditors have progressed well and are ongoing. Were the restructuring to be approved by creditors and to proceed on the terms discussed with creditors, the restructuring would comprise the following key elements:

• Battersea Power Station would be transferred by REO to a new holding company. The demerger of Battersea Power Station is intended to facilitate the successful conclusion of the Company’s global third party investment road show through which it is seeking to attract a long term equity partner into the demerged vehicle.
• The Company would effect debt for equity swaps with the holders of the 7.5% convertible unsecured loan stock ("CULS") and zero dividend preference shares ("ZDPs"). CULS holders would receive 21.2% of the equity in the new Battersea Power Station holding company and 15.9% of the enlarged equity of
  REO. ZDP holders would receive 12.1% of the equity in the new holding company and 9.1% of the enlarged equity of REO. In addition, CULS and ZDP holders would be issued with warrants representing 15.9% and 9.1% respectively of the initial issued share capital of the new holding company.
  Each warrant would entitle the holder to subscribe for one new ordinary share at an exercise price of 0.001p at any time for up to 15 years after the completion of the restructuring if the equity in the new holding company has a value in excess of £510 million.
• Ordinary shareholders (including Treasury Holdings) would receive 5% of the equity in the new holding company and warrants in respect of a further 5% and would, after the issue of ordinary shares to CULS and ZDP holders, retain 75% of the enlarged equity of REO.
• As an incentive to manage the development of Battersea Power Station, Treasury Holdings would be awarded a management fee representing 7.7% of the equity in the new holding company.
• The remaining equity in the new holding company, amounting to approximately 54%, would be retained by REO and its subsidiaries following the equitisation of various intercompany balances owed by companies in the Battersea Power Station group.
• REO would be released from various financial obligations relating to the Battersea Power Station group, including guarantees of senior facilities and the £150 million loan note issued to Oriental Property Limited.
• If the £150 million loan note and accrued interest is not repaid on 31 May 2011, Oriental Property Limited would, subject to certain exceptions, have the option to convert the debt into 75% of the equity in the new Battersea Power Station holding company. Shareholders in the new holding company would have the right to acquire that interest prior to 1 June 2012 for an amount equal to the sum due to Oriental Property Limited under the loan note together with interest.

A further announcement will be made in due course.

Wandsworth Council Approves Battersea Power Station Planning Application
Major step in regeneration of the largest undeveloped site in Central London

Real Estate Opportunities plc (REO) is delighted to welcome Wandsworth Council’s approval of the planning application for the Battersea Power Station site. The next stage of the process will see the application referred to the Mayor of London and the Secretary of State for Communities and Local Government for their consideration.

Wandsworth Council’s approval of the planning application, the largest ever in Central London, is a major step towards realising the vision for Battersea Power Station, and follows one of the most comprehensive consultation programmes for a property development ever undertaken in the UK, consisting of over 300 meetings with local groups and stakeholders, 3 public exhibitions and over 16,000 visitors to Battersea Power Station.

The scheme has received strong support from a range of stakeholders including the Greater London Authority, English Heritage, the Commission for Architecture and the Built Environment (CABE), and most importantly, the local residents and general public.

Rafael Viñoly’s masterplan will create a 10.1m sq ft mixed-use sustainable development with over 3,400 new homes and 1.7m sq ft of office space alongside 1.5m sq ft of other commercial uses including community, hotels, cultural, leisure, conference centre, shops and restaurants. At the heart will be the Power Station, restored to its former glory, standing as a commanding reminder of London’s industrial past and thrilling future.

The development will also include a new tube station on the proposed extension of the Northern Line from Kennington to Nine Elms and Battersea Power Station. This will be the first ever privately funded extension to the tube network in Central London.

The scheme is expected to generate approximately 15,000 new jobs and training opportunities, and will create a vibrant and inviting new community, serving as a catalyst for the regeneration of the Nine Elms Opportunity Area – the largest project in Central London.

REO is confident in its ability to finance the project and has already attracted significant interest from a range of prospective investors. It has always been REO’s strategy to partner with a new investor, and it hopes to announce significant progress in this regard early in the new year.

Construction on Phase 1 of the development is scheduled to commence in early 2012 with completion in 2016. The remaining phases, including the new underground station will follow, with the entire development scheduled for completion in 2024.

Rob Tincknell, Director of REO, said:

“This decision is a fantastic milestone toward our goal of creating a new exciting place for London and saving one of the City’s great landmarks. Following the Council’s approval, the decision and application now goes to the Mayor of London and the Secretary of State for Communities and Local Government for their consideration. We are grateful for the support we have received thus far, and look forward to working with all the stakeholders to establish a long term economic, social and environmentally sustainable heart to Nine Elms.”

Cllr Nick Cuff, Chairman of Wandsworth Council’s Planning Application committee, said:

"This scheme would restore one of London's most iconic buildings and create thousands of new jobs and homes. The two Northern Line stations will spur on the regeneration of Nine Elms and bring a huge economic windfall to this part of south London. There is still a great deal of work to be done but this is an important step forward and will give the area's other major investors the confidence to press ahead with their plans."

Since purchasing the site, REO has actively engaged with the local community, in particular the Battersea Power Station Community Forum.  The Forum was established in 2003 to play an active role in the design and development of the Power Station site and is made up of a wide range of local community groups, societies and residents. Harry Cowd, Chairman of the Battersea Power Station Community Forum, commented

“For many years the Battersea Power Station Community Forum has worked with the owners of the Power Station on plans to bring about the restoration of this much loved building and the regeneration of the surrounding site. I am very pleased with Wandsworth Council’s decision to approve the planning application, and I firmly believe that this is a major step towards finally saving the Power Station for public use and providing substantial community benefits.  I am grateful to REO and Treasury Holdings for their ongoing engagement with the local community and I look forward to working with them closely to bring forth a scheme which will benefit local residents and businesses, and will breathe new life into the Nine Elms area.”

Further re renegotiation of sterling loan facility agreements relating to Battersea Power Station

The Company announced on 7 September 2010 that the Group’s £225 million power station facility with Bank of Scotland plc and The Governor and Company of the Bank of Ireland (on behalf of the National Asset Management Agency) and £37.55 million site assembly facility with Bank of Scotland plc have been extended to 31 August 2011 (the “Lenders”) and all existing breaches been waived. The agreement was conditional, inter alia, on the Company affecting a compromise by 29 October 2010 with the holders of the cumulative unsecured loan stock. The Lenders have agreed to extend the date for a compromise to be reached to 31 January 2011.

Interim Results for the six months ended 31 August 20010

REO Securities Limited (“the Company”) is a wholly owned subsidiary of Real Estate Opportunities plc (“REO” or “the Group”). Shareholders’ attention is drawn to the Group’s interim results which are also published today (29 October 2010).

Please follow this link to download the full Interim Results for REO Securities Limited

Further re renegotiation of sterling loan facility agreements relating to Battersea Power Station

The Company announced on 7 September 2010 that the group’s £225 million power station facility with Bank of Scotland plc and The Governor and Company of the Bank of Ireland (on behalf of the National Asset Management Agency) and £37.55 million site assembly facility with Bank of Scotland plc have been extended to 31 August 2011 and all existing breaches been waived.  The agreement was conditional, inter alia, on the Company effecting a compromise by 1 October 2010 with the holder of the £150 million series A and series B loan notes including in relation to all principal and interest.  Negotiations with the loan note holder are ongoing and the lenders under the Battersea facilities have agreed to extend the date for a compromise to be reached to 10 October 2010. A further announcement will be made in due course.

Change of Registered Office

REO Securities Limited announces the change, effective from Thursday 16 September 2010, of the registered office of the Company to Ogier House, The Esplanade, St Helier, Jersey JE4 9WG.

Renegotiation of sterling loan facility agreements relating to Battersea Power Station

The Company reported in its annual report and accounts published on 23 June 2010 that the group’s sterling loan facilities, in respect of which a loan to value covenant was breached as at 28 February 2010, had been renegotiated, subject to completion of legal documentation. The Company is pleased to announce that the documentation has now been completed and executed.

Accordingly, on terms agreed with the lenders, the group’s £225 million power station facility with Bank of Scotland plc and The Governor and Company of the Bank of Ireland (on behalf of the National Asset Management Agency) and £37.55 million site assembly facility with Bank of Scotland plc have been extended to 31 August 2011 and all existing breaches been waived. The agreement is conditional on the Company (i) effecting a compromise by 1 October 2010 with the holders of the £150 million series A and series B loan notes including in relation to all principal and interest ; and (ii) effecting a compromise by 29 October 2010 with the holders of the cumulative unsecured loan stock. Under the facility agreements, the group will also need to effect a compromise with the holders of the zero dividend preference shares issued by REO Securities Limited. As previously announced, negotiations are ongoing with these parties and a further announcement will be made in due course.

Ray Horney, Chairman of Real Estate Opportunities, commented:
"We are delighted to have completed the renegotiation of this loan facility with new terms which are consistent with our announcement in June. We would like to thank our lenders for their ongoing support, which we believe reflects their commitment to our development proposals for Battersea Power Station. Our development plans are progressing well and we look forward to updating the market on the planning process in the near future.”

Result of Annual General Meeting

The Board of REO Securities Limited announces that all resolutions put to shareholders at the Annual General Meeting on 6 September 2010 were passed.

Proposed Battersea restructuring and suspension of interest on the Parent’s Convertible Unsecured Loan Stock

REO Securities Limited is a wholly owned subsidiary of Real Estate Opportunities plc (the “Parent” or “REO”).

Further to the statements in REO’s annual report and accounts published on 23 June 2010 regarding the proposed demerger of the Battersea assets, REO and its advisers have been engaged in ongoing financial restructuring negotiations with the holders of REO’s Series A and B unsecured loan notes, NAMA, Lloyds Banking Group and an adhoc informal committee comprising the larger holders of the Company’s 7.5% convertible unsecured loan stock (CULS) and the zero dividend preference shares (ZDP) issued by REO Securities Limited. Significant progress has been made towards agreeing the shape of a consensual financial restructuring with the informal adhoc committee that is now being discussed with REO’s other lenders. The committee, REO Directors and Treasury Holdings (which supports the restructuring proposal) together account for some £59.4 million of convertible loan stock representing 59 per cent of the total amount in issue and for some 32.9 million ZDPs representing 57 per cent of the total number of ZDPs in issue.

Taking account of the status of negotiations, the Company has determined that the interest payment due to the CULS holders on 31 August 2010 will not be made.

A further announcement will be made in due course.

Annual Information Update

This annual information updated is required by, and is being made pursuant to, Article 10 of the Prospectus Directive as implemented in the United Kingdom (Prospectus Rule 5.2) and not for any other purpose and neither the Company, nor any other person, takes any responsibility for, or makes any representation, express or implied, as to the accuracy or completeness of, the information which it contains. In accordance with Article 27.3 of the Prospective Directive, it is acknowledged that whilst the information referred to below was up to date at the time of its publication, such disclosures may at any time become out of date due to changing circumstances.

1. Regulatory Information Service (‘RIS’) announcements

2009

2010

All of the information listed above is available for viewing on the London Stock Exchange RNS website.

Annual Report for the 14 months ended 28 February 2010

REO Securities is a wholly owned subsidiary of Real Estate Opportunities plc. Shareholders attention is drawn to Real Estate Opportunities plc preliminary results which are also published today (23 June 2010).

CHAIRMAN'S STATEMENT

Real Estate Opportunities plc (“REO”) has commenced preliminary discussions with certain key holders of loan instruments supporting the business including holders of the Zero Dividend Preference Shares (“ZDPs”) with a view to agreeing a consensual restructuring of the Group’s Balance Sheet prior to their repayment date on 31 May 2011. The Board has appointed a restructuring adviser, Talbot Hughes McKillop, to assist in these negotiations and the Company expects to update shareholders in due course as these discussions advance.

Company background
On 14 February 2008 the Royal Court of Jersey granted approval for a Scheme of Arrangement (described in a circular to the shareholders of Real Estate Opportunities plc (‘REO’ or ‘the Group’) dated 18 December 2007). The Scheme involved the ZDP shares, part of the share capital of REO being cancelled and, in exchange, New ZDP Shares were issued on a one for one basis by REO Securities Limited (‘the Company’), a newly incorporated subsidiary of REO. Implementation of the Scheme will allow the new ZDP Shares to be repaid by way of winding up of REO Securities Limited on 31 May 2011 rather than the winding up or reconstruction of REO itself.

Admission of the 57,755,782 New ZDP Shares of REO Securities Limited to the Official List of the UK Listing Authority took place on 18 February 2008, with dealings therein on the London Stock Exchange commencing on the same day.

Going concern
The Company’s major asset is a receivable from its parent, REO a company incorporated in Jersey. REO Securities’ ability to continue in business and satisfy its future obligations to the holders of the ZDP’s is dependent on REO. To that end, REO and REO Securities Limited have entered into an arrangement pursuant to an Undertaking Agreement whereby the net assets of REO will effectively be made available to meet the repayment entitlement of the ZDP Shares on the Repayment Date, 31 May 2011.

At 28 February 2010, the Group had total borrowings of £1.721 billion.  At that date, the Group also had cash and cash equivalents of £21.1 million, restricted cash of £17.7 million and an investment in CREO of £27.7 million which was realised in cash subsequent to the year end.  The Group has an investment and development property portfolio valued at £1.1 billion and had a deficit on its shareholders’ funds of £722 million. 

The Group’s future operating performance will be affected by general economic, financial and business conditions, many of which are beyond the Group’s control.

At 28 February 2010, the Group had aggregate bank loans of £923 million classified as current liabilities.  In addition, the Group had aggregate obligations of £371 million due to the holders of its Convertible Unsecured Loan Notes (CULs), its Zero Dividend Preference shares (ZDPs) and the 6.324% Series A and B unsecured loan notes.  All of these instruments mature in May 2011 and based on the Group’s current financial position, the Group does not have the ability to repay those instruments on their maturity in May 2011. 

Each of the CULs and ZDPs mature in May 2011.  The liability at 28 February 2010 in respect of the CULs and the ZDPs is £101 and £122 million respectively.  In the case of the CULs, interest is paid every six months in the amount of £3.8 million and the next interest payment is due in August 2010.

The Series A and Series B unsecured loan notes in the aggregate amount of £147.8 million mature in May 2011.  Interest at the rate of 6.324% per annum is payable half yearly and the next interest payment due date is 31 August 2010 in the amount of £5.0 million.

The Irish Government established the National Asset Management Agency (NAMA) as a key part of the solution to the current banking difficulties in Ireland.  NAMA was established on a statutory basis under the aegis of the National Treasury Management Agency (NTMA).

NAMA is an asset management company established to acquire loans from participating institutions.  It will manage these assets (hold, dispose, develop or enhance them) with the aim of achieving the best possible return for the Irish tax payer on the acquired loans and on the underlying assets over a seven/ten year time frame. 

NAMA is a work out vehicle, not a liquidation vehicle, and can take a longer term view on borrowers and assets if it makes commercial sense to do so.  Subsequent to the period end, NAMA acquired Group loans from participating institutions with an aggregate value of £815 million at 28 February 2010.  As required by NAMA, the Group has submitted a detailed business plan which is currently being evaluated by NAMA with a view to seeking its approval to that plan.  This evaluation process is currently underway and the Directors believe that the plan will be approved following which NAMA will monitor the Group’s subsequent performance to ensure that we adhere to the targets contained in the business plan.  Whilst initial communications between NAMA and the Company support the Directors’ belief that NAMA will work alongside the Company’s other banks to provide support to the operations of the Group, no formal approval of the Group’s business plan has been received at this time. 

The Battersea Powerstation is a major development project in central London. The development costs are currently funded 75% by a consortium of lenders, with the balance financed by the Group.  The lenders are currently providing interest roll up on the existing debt.  The Battersea facilities expire in March 2011 and in preparing the Group’s business plan, the Directors have assumed that these facilities will be rolled over and renewed on broadly similar terms or alternatively will be re-financed on broadly similar terms. This has been approved by the banks’ credit committees but is now subject to the completion of legal documentation.

The key assumptions made in preparing the business plan for the Group for the period to 30 June 2011 include:

• The acceptance by NAMA of the Group’s business plan.
• The renewal by NAMA of bank facilities in the amount of £815 million on broadly similar terms.
• The agreement of NAMA to defer interest payments.
• The provision by NAMA of working capital facilities.
• The agreement of the holders of the CULS and Series A and Series B loan notes to a standstill on the payment of interest in the period to June 2011.
• Agreement with each of the holders of the CULS, ZDPs and Series A and B notes whereby the capital amounts due on maturity in May 2011 will not represent a cash outflow for REO.
• Certain of the Group’s fee arrangements with Treasury will be restructured to cap the fees paid in the period to June 2011.
• Planning permission for the proposed development of Battersea Power Station will be granted in 2010.
• It is anticipated the Group’s interest in Battersea will be restructured and that an equity partner will be introduced on the Battersea development providing all project financing from January 2011.

Based on the Group’s business plan and the key assumptions noted above, the directors believe that the Group will have sufficient cash and cash equivalents to meet its liquidity requirements for at least twelve months from the date of approval of the financial statements.

Following the anticipated Battersea restructuring, the Group will continue to have a deficit on its shareholders’ equity and, as a consequence, it is anticipated that the Group will require ongoing financial support from NAMA and its non NAMA lenders in the period beyond June 2011.

The Directors of the Company have concluded that the above factors represent material uncertainties.  Were the assumptions and objectives not to be achieved, it could cast significant doubt on the ability of the Group to continue as a going concern and it may therefore be unable to realise its assets and discharge its liabilities in the normal course of business.  Nevertheless, having discussed the basis of preparation and the assumptions underlying the Group’s cash flow projections, together with the current status of negotiations with NAMA and the Group’s other lenders, and assuming the roll over and renewal of expiring facilities and required further waivers are put in place within the required time scales, the Directors of the Company have a reasonable expectation that the Group will be able to meet its liabilities as they fall due for the foreseeable future.  It is on that basis that the Directors consider it appropriate to prepare the financial statements on a going concern basis.  These financial statements do not include any adjustment that would result from the going concern basis of preparation being inappropriate.       

Ray Horney
Chairman

Annual Report for the 14 months ended 28 February 2010

REO Securities Limited

Ray Horney, Chairman of REO Securities Limited (the “Company”), is also non-executive chairman of Rayford Homes Limited. In accordance with Listing Rule 9.6.14, the Company announces that it has been notified that Rayford Homes Limited was placed into administrative receivership on 18 November 2009.

Interim Results for the six months ended 30 June 2009

REO Securities is a wholly owned subsidiary of Real Estate Opportunities plc. Shareholders attention is drawn to Real Estate Opportunities plc interim results which are also published today (27 August 2009).

CHAIRMAN’S STATEMENT

Company Background
On 14 February 2008 the Royal Court of Jersey granted approval for a Scheme of Arrangement (described in a circular to the shareholders of Real Estate Opportunities plc (‘REO’ or ‘the Group’) dated 18 December 2007). The Scheme involved the Zero Dividend Preference Shares (“ZDP Shares”), part of the share capital of REO being cancelled and, in exchange, New ZDP Shares were issued on a one for one basis by REO Securities Limited (‘the Company’), a newly incorporated subsidiary of REO. Implementation of the Scheme will allow the new ZDP Shares to be repaid by way of winding up of REO Securities Limited on 31 May 2011 rather than the winding up or reconstruction of REO itself.

Admission of the 57,755,782 New ZDP Shares of REO Securities Limited to the Official List of the UK Listing Authority took place on 18 February 2008, with dealings therein on the London Stock Exchange commencing on the same day.

Activities
The Company is a wholly owned subsidiary of REO, and forms part of the Real Estate Opportunities plc Group (the “Group”). REO is a property company investing mainly in the Irish and UK property markets but also overseas.

The Company was incorporated as part of a Scheme of Capital Restructuring of the REO Group so as to remove the requirement that REO be wound up in 2011. On the 18 January 2008 shareholders of REO passed all resolutions proposed at the Class Meeting of the zero dividend preference shareholders relating to the Scheme of Capital Restructuring.

On 14 February 2008 the Court approved a scheme for REO to cancel the share premium account and to cancel the existing zero dividend preference shares and to issue in exchange zero dividend preference shares (“ZDPs”) in the Company.

On the 18 February 2008, the entire issued zero dividend preference shares of REO were suspended from trading prior to cancellation. On the same day zero dividend preference shares in the Company issued to the former zero dividend preference shareholders of REO, commenced trading.

Status
The Company was incorporated on 27 April 2007 and as a wholly owned subsidiary of REO, forms part of a closed ended collective investment fund, as defined in the Collective Investment Funds (Jersey) Law 1988, as amended, and the subordinate legislation made thereunder.

The Company has applied for international service entity status under the Goods and Services Tax (International Service Entities) (Jersey) Regulations 2008 in respect of the year ended 31 December 2008 and 31 December 2009. Goods and Service Tax was introduced with effect from 6 May 2008.

The Company has been granted exempt status under Article 123A of the Income Tax (Jersey) Law 1961 in respect of the year ended 31 December 2008. With effect from 1 January 2009 the Company moved to a 0% rate of income tax following the abolition of exempt company status.

The Company is registered in Jersey under number 97292.

Capital Structure
The Company has a capital structure comprising Ordinary and Zero Dividend Preference Shares (“ZDP’s”). The ordinary shares are unlisted and are beneficially held by Real Estate Opportunities plc (“REO”). Accordingly, REO Securities Limited is a wholly owned subsidiary of REO. The ZDP’s are listed on the London Stock Exchange.

Going Concern
The Company’s major asset is a receivable from its parent, REO a company incorporated in Jersey. REO Securities’ ability to continue in business and satisfy its future obligations to the holders of the ZDP’s is dependent on REO. To that end, REO and REO Securities Limited have entered into an arrangement pursuant to an Undertaking Agreement whereby the net assets of REO will effectively be made available to meet the repayment entitlement of the ZDP Shares on the Repayment Date, 31 May 2011.

At 30 June 2009 REO had total borrowings of £1,621 million. At that date, REO had cash, cash equivalents and restricted cash of £61 million and a deficit on consolidated shareholders equity of £88 million. REO has an investment and development property portfolio valued by its Directors at £1,622 million.

REO’s future operating performance will be affected by general economic, financial and business conditions, many of which are beyond REO’s control. REO’s bank borrowings are mainly provided by financial institutions operating in Ireland and the United Kingdom. These financial institutions currently face financial difficulty and in many cases are being supported by Government. Significant deterioration in the economic environment in Ireland and the United Kingdom could have a material adverse impact on the value of REO’s property portfolio and shareholders equity and as a consequence on REO’s ability to obtain longer term debt or equity financing required to meet its longer term financing and liquidity requirements beyond 2010.

REO’s Board, together with REO’s Investment Adviser, have focused on cash conservation. A series of cost cutting measures have been implemented across REO and a full review of REO’s detailed financial plan for the next 15 months has been carried out. A number of key assumptions have been made in preparing this plan, including: bank facilities that are due in 2009 and 2010 amounting to £556 million and £201 million respectively will be rolled over and renewed on broadly similar terms; if there are further declines in values which may result in breaches of loan facility covenants, it is assumed that the existing facilities will remain in place and be renewed, as is consistent with REO’s recent experience; and REO will realise £35 million to £40 million in cash following the completion of one of a number of corporate transactions that are currently being explored. Based on these assumptions, REO’s Board believes that there is adequate cash and cash equivalents to meet its working capital requirements until November 2010.

The Directors of the Company have concluded that the above factors represent material uncertainties. Failure by REO to deliver on the forecast assumptions may cast significant doubt on the ability of the Company to continue as a going concern and it may therefore be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, having discussed the basis of preparation and the assumptions underlying REO’s cashflow projections together with assessing the current status of negotiations with REO’s current lenders, and assuming the rollover and renewal of expiring facilities and required further waivers are put in place within the required timescales, the Directors of the Company have a reasonable expectation that the Company will be able to meet its liabilities as they fall due for the foreseeable future. It is on this basis that the Directors consider it appropriate to prepare the financial statements on a going concern basis. These unaudited interim financial statements do not include any adjustment that would result from the going concern basis of preparation being inappropriate.

Valuation of investment and development properties
REO’s principal assets comprise investment properties and investment properties under development properties, located in Ireland and the UK, which are being carried in the financial statements at market value.

The Directors of REO appointed the Investment Adviser to conduct the valuations using assumptions, and exercising certain judgements, based on market conditions as at 30 June 2009. Shareholder attention is drawn to the Investment Advisers Report in REO plc’s interim results for further details. These results are also published today, 27 August 2009.

Real Estate Opportunities plc
Shareholders’ attention is drawn to the publication of the preliminary results for Real Estate Opportunities plc issued on the 27 August 2009 for reference.

Interim Report and Accounts for six months to 30th June 2009

Board Changes

REO Securities Limited (‘REO Securities’ or the 'Company') announces that Guy Leech, Group Finance Director of Treasury Holdings, has resigned from the REO Securities Board with effect from 26th June 2009 to pursue other business opportunities.

Peter Byers has been appointed to fulfill the role of Group Finance Director of Treasury Holdings and will be responsible for overseeing the financing of Treasury Holdings’ investment and development property portfolio. Peter was previously Group Finance Director of Heiton Group plc. Treasury Holdings is investment adviser to the parent company, Real Estate Opportunities plc (‘REO’), in relation to its Irish property portfolio and to REO’s global property assets.

Commenting on the changes, Ray Horney, REO Chairman, said: “We thank Guy for his contribution over the past number of years and wish him well in the future.”

Result of Annual General Meeting 

The Board of REO Securities Limited announces that all resolutions put to shareholders at the Annual General Meeting were passed.

Annual Information Update

This annual information updated is required by, and is being made pursuant to, Article 10 of the Prospectus Directive as implemented in the United Kingdom (Prospectus Rule 5.2) and not for any other purpose and neither the Company, nor any other person, takes any responsibility for, or makes any representation, express or implied, as to the accuracy or completeness of, the information which it contains. This information is not necessarily up to date as at the date of this annual information update and the Company does not undertake any obligation to update any such information in the future.

1. Regulatory Information Service (‘RIS’) announcements

2008

2009

All of the information listed above is available for viewing on the London Stock Exchange RNS website.

Preliminary Results Annoucement for the year ended 31st December 2008

Click here to view the Preliminary Results Announcement

Interim Management Report for the six months to 30 June 2008

Highlights

On 14 February 2008 the Royal Court of Jersey granted approval of a Scheme of Arrangement (described in a circular to the shareholders of Real Estate Opportunities Limited (‘REO’) dated 18 December 2008).  The Scheme involved the Zero Dividend Preference Shares ("ZDP Shares"), part of the share capital of REO, being cancelled and, in exchange,  New ZDP Shares being issued to ZDP Shareholders on a one for one basis. The New ZDP Shares were issued by a newly incorporated subsidiary of REO, REO Securities Limited. Implementation of the Scheme allowed the New ZDP Shares to be repaid by way of the winding up of REO Securities Limited on 31 May 2011 rather than the winding up or reconstruction of REO itself.  
Admission of the 57,755,782 New ZDP Shares of REO Securities Limited to the Official List of the UK Listing Authority took place on 18 February 2008, with dealings therein on the London Stock Exchange commencing on the same day.  These interim accounts constitute the first set of accounts of REO Securities Limited.
Shareholders’ attention is drawn to the publication of the interim results for Real Estate Opportunities Limited also published today (29 August 2008).

Click here to view the full report as a PDF