Workspace Group Plc. (incorporated and registered in England and Wales under number )

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1 PROSPECTUS Workspace Group Pc (incorporated and registered in Engand and Waes under number ) 6.00 per cent Stering Bonds due 2019 Issue price: 100 per cent 6.00 per cent Stering Bonds due 2019 (the Bonds) wi be issued by Workspace Group PLC (the Issuer). The Bonds bear interest from and incuding 9 October 2012 (the Issue Date) at a rate of 6.00 per cent per annum, payabe semi-annuay in arrear. The Bonds mature on 9 October 2019 (the Maturity Date). The tota principa amount of the Bonds to be issued wi be determined foowing a process of bookbuiding by Investec Bank pc and Numis Securities Limited (together, the Joint Lead Managers) and wi be set forth in an announcement which wi be pubished by the Issuer by a Reguatory Information Service on or about 3 October 2012 (the Sizing Announcement). The Issuer may, at its option, redeem a, but not in part ony, of the Bonds at any time at par pus accrued interest, in the event of certain tax changes. The Bonds may aso be redeemed in whoe by the Issuer, at its option, at any time at a price which sha be the higher of their principa amount and an amount cacuated by reference to the yied of the reevant United Kingdom Government Treasury Stock pus a margin of 0.5 per cent, together with accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase. The Bonds are aso subject to redemption at the option of the hoders of the Bonds (the Bondhoders) as described in Terms and Conditions of the Bonds Redemption and Purchase Redemption at the option of the Bondhoders upon a Change of Contro Event. Appication has been made to the Financia Services Authority in its capacity as competent authority under the Financia Services and Markets Act 2000 (the UK Listing Authority) for the Bonds to be admitted to the Officia List of the UK Listing Authority and to the London Stock Exchange pc (the London Stock Exchange) for the Bonds to be admitted to trading on the London Stock Exchange s Reguated Market (the Market) and through the eectronic order book for retai bonds (ORB) of the London Stock Exchange. The Market is a reguated market for the purposes of Directive 2004/39/EC of the European Pariament and of the Counci on markets in financia instruments (the Markets in Financia Instruments Directive). The Bonds wi initiay be represented by a goba bond (the Goba Bond), without interest coupons, which wi be deposited on or about the Issue Date with a common depositary for Eurocear Bank SA/NV (Eurocear) and Cearstream Banking, société anonyme (Cearstream, Luxembourg). Interests in the Goba Bond wi be exchangeabe for definitive Bonds (Definitive Bonds) ony in certain imited circumstances see Summary of Provisions reating to the Bonds whie in Goba Form. An investment in Bonds invoves certain risks. Prospective Investors shoud have regard to the factors described under the heading Risk Factors on page 10. Investec Joint Lead Managers Numis Securities The date of this Prospectus is 18 September 2012

2 This Prospectus comprises a prospectus for the purposes of Artice 5.4 of Directive 2003/71/EC, as amended, to the extent that such amendments have been impemented in the reevant Member State of the European Economic Area (the Prospectus Directive) and for the purpose of giving information with regard to the Issuer and the Issuer and its subsidiaries taken as a whoe (the Group) and the Bonds which, according to the particuar nature of the Issuer and the Bonds, is necessary to enabe Investors to make an informed assessment of the assets and iabiities, financia position, profit and osses and prospects of the Issuer. The Issuer accepts responsibiity for the information contained in this Prospectus and CBRE Limited (together with the Issuer, the Responsibe Persons) accepts responsibiity for the information contained in Description of the Issuer Vauation. To the best of the knowedge of the Issuer (having taken a reasonabe care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything ikey to affect the import of such information. In addition, in the context of any offer of Bonds that is not within an exemption from the requirement to pubish a prospectus under the Prospectus Directive (a Pubic Offer), the Issuer accepts responsibiity in the United Kingdom, for the content of this Prospectus in reation to any person (an Investor) to whom an offer of any Bonds is made by any financia intermediary where the offer is made pursuant to the conditions set out in the foowing paragraph (an Authorised Distributor). However, neither the Issuer nor any of the Joint Lead Managers has any responsibiity for any of the actions of any Authorised Distributor, incuding compiance by an Authorised Distributor with appicabe conduct of business rues or other oca reguatory requirements or other securities aw requirements in reation to such offer. The Issuer consents to the use of this Prospectus in connection with a Pubic Offer of any Bonds during the period commencing from, and incuding, 19 September 2012 unti 12 noon (London time) on, 2 October 2012 or such earier or ater time and date as may be agreed between the Issuer and the Joint Lead Managers and announced via a Reguatory Information Service (the Offer Period) in the United Kingdom by any financia intermediary which satisfies the foowing conditions: (a) is authorised to make such offers under the Markets in Financia Instruments Directive; (b) acts in accordance with a appicabe aws, rues, reguations and guidance of any appicabe reguatory bodies (the Rues), incuding the Rues pubished by the Financia Services Authority (incuding its guidance for distributors in The Responsibiities of Providers and Distributors for the Fair Treatment of Customers ) from time to time incuding, without imitation and in each case, Rues reating to both the appropriateness or suitabiity of any investment in the Bonds by any person and discosure to any potentia investor; (c) compies with the restrictions set out under Subscription and Sae in this Prospectus which woud appy as if it were a Joint Lead Manager; (d) ensures that any fee (and any commissions or benefits of any kind) received or paid by that financia intermediary in reation to the offer or sae of the Bonds does not vioate the Rues and is fuy and ceary discosed to investors or potentia investors; (e) hods a icences, consents, approvas and permissions required in connection with soicitation of interest in, or offers or saes of, the Bonds under the Rues, incuding authorisation under the Financia Services and Markets Act 2000; (f) compies with appicabe anti-money aundering, anti-bribery and know your cient Rues, and does not permit any appication for Bonds in circumstances where the financia intermediary has any suspicions as to the source of the appication monies; (g) retains investor identification records for at east the minimum period required under appicabe Rues, and sha, if so requested, make such records avaiabe to the Joint Lead Managers and the Issuer or directy to the appropriate authorities with jurisdiction over the Issuer and/or any of the Joint Lead Managers in order to enabe the Issuer and/or the Joint Lead Managers to compy with anti-money aundering, anti-bribery and know your cient Rues appying to the Issuer and/or the Joint Lead Managers; and (h) does not, directy or indirecty, cause the Issuer or any of the Joint Lead Managers to breach any Rue or subject the Issuer or any of the Joint Lead Managers to any requirement to obtain or make any fiing, authorisation or consent in any jurisdiction. For the Pubic Offer Jurisdictions outside the United Kingdom (being Jersey, Guernsey and the Ise of Man), the Issuer consents to the use of this Prospectus in connection with an offer of any Bonds either by any financia intermediary that satisfies the equivaent of conditions (a) (h) appicabe in those jurisdictions or as otherwise agreed by the Issuer. Any Authorised Distributor who wishes to use this Prospectus in connection with a Pubic Offer is required, for the duration of the Offer Period, to pubish on its website that it is using this Prospectus for such Pubic Offer in accordance with the consent of the Issuer and the conditions attached thereto. ii

3 A Pubic Offer may be made, subject to the conditions set out above, during the Offer Period by any of the Issuer, the Joint Lead Managers or the Authorised Distributors. Other than as set out above, neither the Issuer nor any of the Joint Lead Managers has authorised the making of any Pubic Offer by any person in any circumstances and such person is not permitted to use this Prospectus in connection with its offer of any Bonds. Any such offers are not made on behaf of the Issuer or by any of the Joint Lead Managers or Authorised Distributors and none of the Issuer, the Joint Lead Managers or the Authorised Distributors has any responsibiity or iabiity for the actions of any person making such offers. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY OF THE BONDS FROM AN AUTHORISED DISTRIBUTOR WILL DO SO, AND OFFERS AND SALES OF THE BONDS TO AN INVESTOR BY AN AUTHORISED DISTRIBUTOR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED DISTRIBUTOR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS (THE TERMS AND CONDITION OF THE PUBLIC OFFER). THE ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE JOINT LEAD MANAGERS) IN CONNECTION WITH THE OFFER OR SALE OF THE BONDS AND, ACCORDINGLY, THIS PROSPECTUS DOES NOT CONTAIN SUCH INFORMATION. THE TERMS AND CONDITIONS OF THE PUBLIC OFFER SHALL BE PROVIDED TO INVESTORS BY THAT AUTHORISED DISTRIBUTOR AT THE RELEVANT TIME. NONE OF THE ISSUER OR ANY OF THE JOINT LEAD MANAGERS OR OTHER AUTHORISED DISTRIBUTORS HAS RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. This Prospectus is to be read in conjunction with a documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference ). This Prospectus shoud be read and construed on the basis that such documents are incorporated into and form part of this Prospectus. None of the Joint Lead Managers or the Trustee has independenty verified the information contained herein. Accordingy, no representation, warranty or undertaking, express or impied, is made and no responsibiity or iabiity is accepted by any of the Joint Lead Managers or the Trustee as to the accuracy or competeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds. None of the Joint Lead Managers or the Trustee accepts iabiity in reation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds or their distribution. No person is or has been authorised by the Issuer, any of the Joint Lead Managers or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information suppied in connection with the offering of the Bonds and, if given or made, such information or representation must not be reied upon as having been authorised by the Issuer, any of the Joint Lead Managers or the Trustee. Neither this Prospectus nor any other information suppied in connection with the offering of the Bonds: (a) is intended to provide the basis of any credit or other evauation; or (b) shoud be considered as a recommendation by the Issuer, any of the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information suppied in connection with the offering of the Bonds shoud purchase any Bonds. Each Investor contempating purchasing any Bonds shoud make its own independent investigation of the financia condition and affairs, and its own appraisa of the creditworthiness, of the Issuer. Neither the deivery of this Prospectus nor the offering, sae or deivery of the Bonds sha in any circumstances impy that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information suppied in connection with the offering of the Bonds is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers and the Trustee expressy do not undertake to review the financia condition or affairs of the Issuer during the ife of the Bonds or to advise any Investor in the Bonds of any information coming to their attention. The Bonds have not been and wi not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to US tax aw requirements. Subject to certain exceptions, the Bonds may not be offered, sod or deivered within the United States (the US) or to US persons. In particuar, neither this Prospectus nor any other information suppied in connection with the offering of the Bonds constitutes an offer or invitation by or on behaf of the Issuer, any of the Joint Lead iii

4 Managers or the Trustee to any person to subscribe for or to purchase any Bonds. This Prospectus does not constitute an offer to se or the soicitation of an offer to buy the Bonds in any jurisdiction to any person to whom it is unawfu to make the offer or soicitation in such jurisdiction. The distribution of this Prospectus and the offer or sae of Bonds may be restricted by aw in certain jurisdictions. The Issuer, the Joint Lead Managers and the Trustee do not represent that this Prospectus may be awfuy distributed, or that the Bonds may be awfuy offered, in compiance with any appicabe registration or other requirements in any such jurisdiction, or pursuant to an exemption avaiabe thereunder, or assume any responsibiity for faciitating any such distribution or offering. In particuar, except as indicated in the Subscription and Sae Pubic Offer section beow, no action has been taken by the Issuer, any of the Joint Lead Managers or the Trustee which is intended to permit a pubic offering of the Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingy, no Bonds may be offered or sod, directy or indirecty, and neither this Prospectus nor any advertisement or other offering materia may be distributed or pubished in any jurisdiction, except under circumstances that wi resut in compiance with any appicabe aws and reguations. Persons into whose possession this Prospectus or any Bonds may come must inform themseves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sae of Bonds. For a further description of certain restrictions on the offering and sae of the Bonds and on distribution of this document, see Subscription and Sae beow. This Prospectus has been prepared on the basis that any offer of Bonds in any Member State of the European Economic Area which has impemented the Prospectus Directive (each, a Reevant Member State) other than offers (the Permitted Pubic Offers) which are made prior to the Issue Date, and which are contempated in this Prospectus in the United Kingdom once the Prospectus has been approved by the competent authority in the United Kingdom and pubished in accordance with the Prospectus Directive, wi be made pursuant to an exemption under the Prospectus Directive, as impemented in that Reevant Member State, from the requirement to pubish a prospectus for offers of Bonds. Accordingy any person making or intending to make an offer in that Reevant Member State of Bonds which are the subject of the offering contempated in this Prospectus, other than the Permitted Pubic Offers, may ony do so in circumstances in which no obigation arises for the Issuer or any of the Joint Lead Managers to pubish a prospectus pursuant to Artice 3 of the Prospectus Directive or suppement a prospectus pursuant to Artice 16 of the Prospectus Directive, in each case, in reation to such offer. None of the Issuer or the Joint Lead Managers have authorised, nor do they authorise, the making of any offer (other than the Permitted Pubic Offers) of Bonds in circumstances in which an obigation arises for the Issuer or any of the Joint Lead Managers to pubish or suppement a prospectus for such offer. In certain circumstances, Investors may hod interests in the Bonds through Eurocear UK & Ireand Limited (formery known as CRESTCO Limited (CREST) through the issuance of demateriaised depository interests (CREST Depository Interests or CDIs) issued, hed, setted and transferred through CREST, representing interests in the Bonds underying the CDIs (the Underying Bonds). CREST Depository Interests are independent securities constituted under Engish aw and transferred through CREST and wi be issued by CREST Depository Limited (the CREST Depository) pursuant to the goba deed po dated 25 June 2001 (as subsequenty modified, suppemented and/or restated, the CREST Deed Po). Neither the Bonds nor any rights attached thereto wi be issued, setted, hed or transferred within the CREST system other than through the issue, settement, hoding or transfer of CDIs. Hoders of CREST Depositary Interests (CDI Hoders) wi not be entited to dea directy in the Bonds and, accordingy, a deaings in the Bonds wi be effected through CREST in reation to the hoding of CDIs. The investment activities of certain investors are subject to ega investment aws and reguations, or review or reguation by certain authorities. Each potentia Investor shoud consut its ega advisers to determine whether and to what extent: (a) the Bonds are ega investments for it; (b) the Bonds can be used as coatera for various types of borrowing; and (c) other restrictions appy to its purchase or pedge of the Bonds. Financia institutions shoud consut their ega advisors or the appropriate reguators to determine the appropriate treatment of the Bonds under any appicabe risk-based capita or simiar rues. It is advisabe that each potentia Investor in the Bonds determines the suitabiity of that investment in ight of its own circumstances. In particuar, it is advisabe that a potentia Investor shoud not invest in the Bonds uness it is abe to evauate (either aone or with a financia adviser) how the Bonds wi perform under changing conditions, the resuting effects on the vaue of the Bonds and the impact this investment wi have on the potentia Investor s overa investment portfoio. A references in this document to Stering and refer to the currency of the United Kingdom. iv

5 TABLE OF CONTENTS Page SUMMARY... 2 RISK FACTORS DOCUMENTS INCORPORATED BY REFERENCE TERMS AND CONDITIONS OF THE BONDS SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM CLEARING AND SETTLEMENT USE OF PROCEEDS DESCRIPTION OF THE ISSUER SELECTED FINANCIAL INFORMATION TAXATION SUBSCRIPTION AND SALE GENERAL INFORMATION

6 SUMMARY This summary is comprised of discosure requirements known as Eements. These Eements are numbered in Sections A E (A.1 E.7). This summary contains a the Eements required to be incuded in a summary reating the Bonds and the Issuer. As some Eements are not required to be addressed, there may be gaps in the numbering sequence of the Eements. Even though an Eement may be required to be inserted in this summary because of the nature of the Bonds and the Issuer, it is possibe that no reevant information can be given regarding each Eement. In this case, a short description of the Eement is incuded in the summary and marked as Not appicabe. Eement SECTION A INTRODUCTIONS AND WARNINGS A.1 This summary must be read as an introduction to this Prospectus and any decision to invest in the Bonds shoud be based on a consideration of this Prospectus as a whoe by the Investor. Where a caim reating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the paintiff might, under the nationa egisation of the Member State where the caim is brought, have to bear the costs of transating this Prospectus before the ega proceedings are initiated. Foowing the impementation of the reevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civi iabiity wi attach to those persons who have tabed this summary, incuding any transation hereof, in any such Member State uness it is miseading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this prospectus, key information in order to aid Investors when considering whether to invest in the Bonds. Words and expressions defined in the Terms and Conditions of the Bonds beow or esewhere in this Prospectus have the same meanings in this summary. A.2 Consent to use this Prospectus The Issuer has granted a genera consent for the use of this Prospectus in connection with any Pubic Offer of any Bonds during the period commencing from, and incuding, 19 September 2012 unti 12 noon (London time) on 2 October 2012 or such earier or ater time and date as may be agreed between the Issuer and the Joint Lead Managers and announced via a Reguatory Information Service, in the United Kingdom by any financia intermediary which compies with the conditions attached to the Issuer s consent. Any Authorised Distributor who wishes to use this Prospectus in connection with a Pubic Offer is required, for the duration of the Offer Period, to pubish on its website that it is using this Prospectus for such Pubic Offer in accordance with the consent of the Issuer and the conditions attached thereto. An Investor intending to acquire or acquiring any Bonds from an Authorised Distributor wi do so, and offers and saes of the Bonds to an Investor by an Authorised Distributor wi be made, in accordance with any terms and other arrangements in pace between such Authorised Distributor and such Investor incuding as to price, aocations and settement arrangements (the Terms and Conditions of the Pubic Offer). The Issuer wi not be a party to any such arrangements with Investors (other than the Joint Lead Managers) in connection with the offer or sae of the Bonds and, accordingy, this Prospectus wi not contain such information. The Terms and Conditions of the Pubic Offer sha be provided by the reevant Authorised Distributor to the Investor at the reevant time. None of the Issuer or any of the Joint Lead Managers or other Authorised Distributors has any responsibiity or iabiity for such information. 2

7 Eement B.1 Lega and commercia name: B.2 Domicie and ega form, egisation under which the Issuer operates and its country of incorporation: SECTION B THE ISSUER Workspace Group PLC. The Issuer was incorporated and registered in Engand and Waes on 29 Juy 1986 under the Companies Act 1985 as a private imited company with number and was re-registered as a pubic imited company on 12 June The Issuer operates under the Companies Act B.4b Description of any known trends affecting the Issuer and the industry in which it operates: Not appicabe; there are no known trends affecting the Issuer and the industry in which it operates. B.5 If the Issuer is part of a Group, a description of the Group and the Issuer s position within the Group: B.9 Where a profit forecast or estimate is made, state the figure: B.10 A description of the nature of any quaifications in the audit report on the historica financia information: B.12 Seected historica key financia information: The Group provides business premises taiored to the needs of new and growing companies across London. The Issuer is the utimate parent company of the Group. Not appicabe; no profit forecasts or estimates have been made by the Issuer. Not appicabe; there are no quaifications contained in the audit reports, with respect to the Issuer s historica financia information. Consoidated Income Statement Tweve months Tweve months to to 31 March March 2011 (Audited) (Audited) m m Net renta income Operating profit Profit before tax Profit for the year after tax and attributabe to equity sharehoders Consoidated Baance Sheet As at As at 31 March March 2011 (Audited) (Audited) m m Non-current assets Current assets Current iabiities (41.7) (42.1) Non-current iabiities (338.2) (364.7) Net assets

8 Eement SECTION B THE ISSUER B.12 Consoidated Statement of Cash Fows Tweve months Tweve months to to 31 March March 2011 (Audited) (Audited) m m Net cash infow from operating activities Net cash (outfow)/infow from investing activities (11.0) 27.1 Net cash infow/(outfow) from financing activities 21.1 (41.8) Net increase/(decrease) in cash and cash equivaents 27.4 (0.7) There has been no materia adverse change in the prospects of the Issuer since 31 March 2012 and there has been no significant change in the financia or trading position of the Group since 31 March B.13 A description of any recent events particuar to the Issuer which are to a materia extent reevant to the evauation of the Issuer s sovency: B.14 Extent to which the Issuer is dependent upon other entities within the Group: B.15 A description of the Issuer s principa activities: Not appicabe; there are no recent events particuar to the Issuer which are to a materia extent reevant to the evauation of the Issuer s sovency. The Issuer is the utimate parent company of the Group and is dependent on the performance of the Group for the satisfaction of its obigations. The Group provides business premises taiored to the needs of new and growing companies across London. B.16 Contro of the Issuer: As at 31 August 2012, the Issuer is not aware of any person who directy or indirecty, jointy or severay, by any entity, exercises or coud exercise contro over the Issuer nor is it aware of any arrangements, the operation of which may at a subsequent date resut in a change of contro of the Issuer. B.17 Credit ratings: Not appicabe; neither the Issuer nor the Bonds are expected to be rated. 4

9 Eement C.1 Type and cass of Bonds: SECTION C SECURITIES The 6.00 per cent Stering Bonds due 2019 wi be issued in bearer form in the denomination of 100. The Bonds represent, subject to a negative pedge, unsecured obigations of the Issuer. C.2 Currency: Stering ( ) The ISIN for the Bonds is XS and the Common Code is C.5 Transferabiity: The Bonds have not been and wi not be registered under the United States Securities Act of 1933, as amended and, subject to certain exceptions, may not be offered, sod or deivered within the United States. The Bonds may be sod in other jurisdictions (incuding the United Kingdom, Jersey, Guernsey and the Ise of Man) ony in compiance with appicabe aws and reguations. C.8 Description of the Bonds: Status of the Bonds: The Bonds constitute direct, unconditiona and subject to the negative pedge, unsecured obigations of the Issuer and wi rank pari passu, without any preference among themseves, with a other outstanding unsecured and unsubordinated obigations of the Issuer, present and future, but, in the event of insovency, ony to the extent permitted by appicabe aws reating to creditors rights. Negative pedge: For so ong as any Bond is outstanding, the Issuer wi not and wi ensure that none of its Subsidiaries wi create or have outstanding any security over their present or future revenues or assets to secure any Reevant Indebtedness without securing the Bonds equay and rateaby therewith, subject to certain exceptions. Financia covenants: For so ong as any Bond is outstanding, the Issuer sha ensure that as at each Loan to Vaue Reference Date, Net Debt as a percentage of Non Current Assets wi not exceed 75 per cent and the ratio of Net Renta Income for the 12-month period ending on each Interest Coverage Reference Date to Interest Expense for the same period wi be at east 1.5. Events of Defaut: Events of Defaut under the Bonds incude non-payment of interest for 14 days, breach of other obigations under the Bonds or the Trust Deed (which breach is not remedied within 30 days), cross-defaut reating to indebtedness for borrowed money of the Issuer or any of its Principa Subsidiaries subject to an aggregate threshod of 10,000,000 and certain events reated to insovency or winding up of the Issuer or any of its Principa Subsidiaries. 5

10 Eement SECTION C SECURITIES C.8 Meetings of Bondhoders: The Conditions contain provisions for caing meetings of Bondhoders to consider matters affecting their interests generay. These provisions permit defined majorities to bind a Bondhoders incuding Bondhoders who did not vote on the reevant resoution and Bondhoders who voted in a manner contrary to the majority. Modification, waiver and substitution: The Trustee may, without the consent of Bondhoders, agree to: (a) any modification of any of the provisions of the Trust Deed that is of a forma, minor or technica nature or is made to correct a manifest error; or (b) certain other modifications and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materiay prejudicia to the interests of the Bondhoders; or (c) determine without the consent of the Bondhoders that any Event of Defaut (as defined in Condition 8) or potentia Event of Defaut sha not be treated as such; or (d) the substitution of another company as principa debtor under the Bonds in pace of the Issuer, in the circumstances described in Condition 11(c). Governing aw: Engish aw. C.9 Interest, maturity and eary redemption provisions, yied and representatives of the Bondhoders: Interest rate: The Bonds bear interest from, and incuding, the Issue Date to, but excuding, the Maturity Date at the rate of 6.00 per cent per annum, payabe semi-annuay in arrear in equa instaments of 3.00 per 100 in principa amount of the Bonds on 9 Apri and 9 October in each year. Maturity date: Uness previousy purchased and canceed in accordance with the Conditions, the Bonds mature on 9 October Optiona eary redemption by Issuer for tax reasons: The Bonds may be redeemed at the option of the Issuer in whoe, but not in part, at any time at par pus accrued interest in the event of certain tax changes caused by any change in, amendment to, or appication or officia interpretation of the aws or reguations of the United Kingdom on or after 3 October Optiona eary redemption by Issuer: The Bonds may be redeemed at the option of the Issuer in whoe, but not in part, at any time at a price which sha be the higher of their principa amount and an amount cacuated by reference to the yied of the reevant United Kingdom Government Treasury Stock pus a margin of 0.5 per cent, together with accrued interest. 6

11 Eement SECTION C SECURITIES C.9 Optiona eary redemption by the Bondhoders: The Bonds may be redeemed at the option of the Bondhoders at par pus accrued interest if a Change of Contro Event occurs. If 80 per cent or more in principa amount of the Bonds originay issued have been redeemed pursuant to such option by the Bondhoders, the Issuer may, at its option redeem a the remaining Bonds at par pus accrued interest. Indication of yied: On the basis of the issue price of the Bonds of 100 per cent of their principa amount, the yied of the Bonds is expected to be 6.00 per cent on an annua basis. It is not an indication of future yied. Trustee: U.S. Bank Trustees Limited C.10 Derivative component in the interest payment: Not appicabe; the Bonds bear interest at a fixed rate and there is no derivative component in the interest payment. C.11 Listing and admission to trading: Appication wi be made to the UK Listing Authority for the Bonds to be admitted to the Officia List and to the London Stock Exchange for the Bonds to be admitted to trading on the London Stock Exchange s Reguated Market through ORB. Admissions are expected to be granted on or about 10 October 2012, subject ony to the issue of the Goba Bond. 7

12 Eement D.2 Key information on the key risks that are specific to the Issuer: D.3 Key information on the key risks that are specific to the Bonds: SECTION D RISKS There are certain factors that may affect the Issuer s abiity to fufi its obigations under the Bonds. These incude: the fact that the Group s returns (from renta income and market vaue of properties) are often dependent on factors outside its contro, such as genera economic, poitica and financia conditions; the reative iiquidity of property assets, which generay take onger or are more difficut to reaise; competition risk (being the risk that renta income or market vaue of properties coud be affected by competition from other nearby properties) and competition for the Issuer in identifying and acquiring suitabe properties, where such competition may ead to infated property acquisition prices or unfavourabe terms; the risk of inaccurate, and the market sensitivity of, property vauation; concentration risk in reation to the geographica ocation of its properties and its customer base; the risk of a net fa in revenue in the event that customers defaut or terminate eases eary or do not renew eases; the Group s operating and other expenses may increase without a corresponding increase in turnover; the risk associated with environmenta iabiities resuting from the ownership of properties; ega and reguatory changes reated to panning, and use and buiding reguation may negativey affect the Group s business; the risk of deays or excess costs in redeveopment or improvement projects; the risk of unexpected probems and atent iabiities or contingencies in respect of acquisitions of properties; the Group may ose its rea estate investment trust (REIT) status resuting in the Group being no onger abe to benefit from certain tax exemptions; and the Group may not be abe to raise future debt finance or ro-over existing debt faciities on simiar terms. There are certain factors which are materia for the purpose of assessing the market risks associated with the Bonds. These incude: the obigations of the Issuer under the Bonds are structuray subordinated to any iabiities of the Issuer s subsidiaries; the risk of an eary redemption of the Bonds by the Issuer due to a change in aw or at its option; the fact that defined majorities may be permitted to bind a the Bondhoders with respect to modification and waivers of the terms and conditions of the Bonds, incuding with regard to substitution of the Issuer in certain circumstances; a market for the Bonds may not deveop, or may not be very iquid and such iiquidity may have a severey adverse affect on the market vaue of the Bonds; the reaisation from a sae of the Bonds at any time prior to their maturity may be beow the investment price; and the Bonds bear interest at a fixed rate and the Issuer wi pay principa and interest on the Bonds in pounds stering, which potentiay exposes certain investors to interest rate risk and exchange rate risk respectivey. 8

13 Eement SECTION E OFFER E.2b Use of proceeds: The net proceeds of the issue of the Bonds wi be appied by the Issuer to diversify the funding base of the Issuer and for the genera corporate purposes of the Group. E.3 Terms and conditions of the Offer: E.4 Interests of natura and ega persons invoved in the offer and issue of the Bonds, incuding conficts of interest: E.7 Estimated expenses charged to Investors by the Issuer or the Authorised Distributors: The offer of the Bonds (the Offer) is expected to open at 12 noon (London time) on 19 September 2012 and cose at 12 noon (London time) on 2 October 2012 or such earier or ater time and date as may be agreed between the Issuer and the Joint Lead Managers and announced via a Reguatory Information Service. The Issuer and the Joint Lead Managers may agree to amend the Offer Period, in which case such amendments wi be pubished via a Reguatory Information Service. Investors wi be notified by the reevant Joint Lead Manager or Authorised Distributor of their aocations of Bonds and the settement arrangement in respect thereof. Investors may not be aocated a of the Bonds for which they appy. The Bonds wi be issued at the issue price (being 100 per cent of the principa amount of the Bonds) and the aggregate principa amount of the Bonds to be issued wi be specified in the Sizing Announcement pubished by the Issuer on a Reguatory Information Service. The issue of the Bonds is subject to certain conditions precedent customary for transactions of this type (incuding the issue of the Bonds and the deivery of ega opinions and auditors comfort etters satisfactory to the Joint Lead Managers) to be set out in a subscription agreement between the Issuer and the Joint Lead Managers. The minimum subscription per Investor is for a principa amount of 2,000 of the Bonds. So far as the Issuer is aware, no person invoved in the offer of the Bonds has an interest materia to the offer. There are no conficts of interest which are materia to the offer of the Bonds. No expenses or taxes upon issue wi be aocated by the Issuer or any Joint Lead Manager to any Investor. Expenses may be charged by an Authorised Distributor; these are beyond the contro of the Issuer and are not set by the Issuer. They may vary depending on the size of the amount subscribed for and the Investor s arrangements with the Authorised Distributor. The Issuer estimates that, in connection with the sae of Bonds to an Investor, the expenses charged by the Authorised Distributors known to it at the date of this Prospectus wi be up to 1.75 per cent of the aggregate principa amount of the Bonds sod to such Investor. 9

14 RISK FACTORS The Issuer beieves that the foowing factors may affect its abiity to fufi its obigations under the Bonds. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the ikeihood of any such contingency occurring. In addition, factors which are materia for the purpose of assessing the market risks associated with the Bonds are described beow. The Issuer beieves that the factors described beow represent the principa risks inherent in investing in the Bonds, but the inabiity of the Issuer to pay interest, principa or other amounts on or in connection with the Bonds may occur for other reasons which may not be considered significant risks by the Issuer based on information currenty avaiabe to it or which it may not currenty be abe to anticipate. Prospective investors shoud aso read the detaied information set out esewhere in this Prospectus and reach their own views prior to making any investment decision. Factors that may affect the Issuer s abiity to fufi its obigations under the Bonds Risks reating to investing in property Dependence on factors outside the Group s contro Returns from an investment in property depend argey upon the amount of renta income generated by the property and the costs and expenses incurred in the maintenance and management of the property, as we as changes in its market vaue. The renta income and the market vaue of properties are often affected by genera economic conditions and/or by the poitica and economic cimate of the ocaity in which the property assets are situated, as we as in the rest of the word. Reevant economic factors which can affect renta incomes and property vaues incude changes in growth of gross domestic product, empoyment trends, infation and changes in interest rates. Together or in isoation, these may impact the eve of demand for property by customers and the abiity of andords to increase rents and the eve of bad debts incurred as a resut of customers entering into bankruptcy or insovency, which may adversey affect the vaue of, and the renta income generated by, the Group s property portfoio. In addition, property owners may be required to fund the costs of maintenance, insurance, periodic renovations and repairs of properties. When properties are vacant, the owner wi often suffer void costs which may be significant, incuding business rates and operating expenses together with the costs of re-etting the property. Shoud the Group find itsef in such a situation, this coud have a materia adverse effect on the Group s business, financia condition or resuts of operation. Investment iquidity Investments in property are reativey iiquid and are typicay more difficut, and/or take onger, to reaise than certain other investments such as equities, gits or bonds. This iiquidity may affect the Group s abiity to dispose of, or iquidate, assets from its property portfoio expeditiousy and at satisfactory prices if it were required to do so. This coud have a materia adverse effect on the Group s business, financia condition or resuts of operation. Competition Both renta income and the market vaue of properties may be affected by factors specific to individua properties, such as competition from other nearby properties and the perceptions of prospective customers of the reative attractiveness, convenience and safety of properties. If increasing competition for properties from pubic or private buyers causes occupancy eves in the Group s properties to decine or eads to a reduction in the number or quaity of investment opportunities avaiabe to the Group or eads to a reduction in yied expectations, it may have negative impications for the Issuer s abiity to generate earnings and dividends. Additionay, the Group may face significant competition in identifying and acquiring suitabe properties from other investors, incuding competitors who may have greater resources. Competition in the property market may ead to prices for properties identified by the Group as suitabe being driven up through competing bids by potentia purchasers. Accordingy, the existence and extent of such 10

15 competition may have a materia adverse effect on the Group s abiity to acquire properties at satisfactory prices and otherwise on satisfactory terms. Property vauation The vauation of property and property-reated assets is inherenty subjective due to, amongst other factors, the individua nature of each property and, furthermore, vauations are sensitive to changes in market sentiment. Property vauations are aso made on the basis of assumptions which may prove to be inaccurate. Incorrect assumptions or fawed assessments underying the property vauation report coud negativey affect the Group s financia condition and potentiay inhibit the Group s abiity to reaise a sae price that refects the stated vauation. Further, if the Group acquires properties based on inaccurate assumptions, the Group s net assets and resuts of operations may be materiay adversey affected. There is no assurance that the vauations of the Group s current and prospective properties wi be refected in the actua transaction prices (even where any such transactions occur shorty after the reevant vauation date) or that estimated yied and annua renta income wi prove to be attainabe. Furthermore, property markets are subject to externa market conditions, incuding the recent goba financia crisis. It is possibe that rea estate prices and vaues coud decrease or go through a period of heightened voatiity which coud have a materia adverse impact on the Group s business, financia condition or resuts of operations. Risks reating to the Group s properties Concentration of properties and customer base A of the Group s properties are ocated in the United Kingdom (the UK), with the vast majority of the properties ocated in the London region within the M25 whist the Group s customer base is comprised of new and growing businesses primariy ocated in the same area. Consequenty, any downturn in the London economy, or the UK s economy as a whoe, or a change in occupationa patterns coud materiay adversey affect the Group s business, financia condition or resuts of operations, particuary as the Group has ony imited abiity to hep offset such a downturn through aternative activities. Fa in net revenue The net revenue generated from the Group s properties may depend on the financia stabiity of its customers. In the event of a number of customers defauting, the Group may experience deays in enforcing its rights as andord and may incur costs, incuding itigation and reated expenses, in protecting its investments and re-etting the reevant units. In the event of a customer going bankrupt or becoming insovent, and thus seeking the protection of bankruptcy or insovency aws, the Group may experience deays in receipt of renta and/or other contractua payments or it may be unabe to coect such payments at a. If a ease is terminated, the Group may be unabe to ease the property for the rent previousy received or at a or se the property without incurring a oss. In the event of a defaut by a customer eading to a vacancy or during any other period of vacancy, the Group wi suffer a renta shortfa and incur additiona expenses unti the property is re-et. These expenses coud incude ega and surveyor s costs in re-etting, maintenance costs, insurance, rates and marketing costs. The Group offers fexibe eases, typicay with three month roing notices to break and therefore experiences turnover of customers. When a customer at one of the Group s properties does not renew its ease, exercises a break cause, or otherwise vacates its space, the Group s renta income may be reduced unti that unit is re-et and the Group may be required to expend funds to construct new customer improvements in the vacant space or to provide financia inducements to the new customers. Increase in operating costs The Group s operating and other expenses coud increase without a corresponding increase in turnover or customer reimbursements of operating and other costs. Factors which coud increase operating and other expenses incude: increases in the rate of infation; increases in staff and energy costs; 11

16 increases in property taxes and other statutory charges; increases in insurance premiums; increases in the costs of maintaining properties; and faiure to perform by sub-contractors eading to increases in operating costs. Such increases coud have a materia adverse effect on the Group s business, financia conditions or resuts of operations. Environmenta The Group may be iabe for the costs of remova, investigation or remediation of any hazardous or toxic substances that are ocated on or in a property owned or occupied by it, or that are migrating or have migrated from a property owned or occupied by it. The costs of any required remova, investigation or remediation of such substances may be substantia regardess of whether the Group originay caused the contamination. The presence of such substances, or the faiure to remedy the situation propery, may aso adversey affect the vaue of the property or the Group s abiity to se, et or redeveop the property or to borrow using the property as security. The Group coud be required to remove or remediate any hazardous substances that it has caused or knowingy permitted to be ocated at any property that it has owned or occupied in the past. The Group may aso be iabe in damages to customers and empoyees in respect of any such hazardous or toxic substances. In addition, the Group may not have recourse to the previous owners of its properties for environmenta issues, and even where such recourse is avaiabe, any caims the Group may have are at risk of not being fuy enforceabe against previous owners. Such events coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. Laws and reguations, which may be amended over time, may aso impose iabiity for the presence of certain materias or substances or for the reease of certain materias or substances into the air, and or water or for the migration of certain materias or substances from an investment, incuding asbestos. Such presence, reease or migration can form the basis for iabiity to third parties for persona injury or other damages. The Group may be affected by the additiona cost of environmenta iabiities imposed by environmenta reguation, which coud have a materia adverse effect on its business, financia condition or resuts of operations. Lega and reguatory changes The Group and any partners with whom the Group may dea with are required to compy with reguations reating to panning, and use and buiding reguation standards. The institution and enforcement of such reguations coud have the effect of increasing the expenses of, owering the income from, and adversey affecting the vaue of, the Group s assets. New aws may be introduced which may be retrospective and affect existing panning consents. In addition, investors shoud note that changes in the ega framework concerning panning rues in the UK may negativey infuence the vaues of properties. This may have an adverse impact on the Group s business, financia condition or resuts of operations. From time to time, reguations are introduced which can impact the costs of property ownership and affect returns. In recent times these have incuded provisions for the containment and management of asbestos in buidings, reguations concerning the provision of access for disabed persons, and provisions for the measurement and reporting of the energy efficiency of buidings. Construction The Group may choose to engage in property redeveopment and improvement which may require substantia capita expenditure for and acquisition and construction. It may take considerabe time before projects are competed and begin to generate positive cash fows. Certain genera risks affect redeveopment and refurbishment activities. Construction and other project costs may exceed the Group s origina estimates for reasons incuding increases in materia and abour costs, potentiay making the project unprofitabe. The Group may not obtain, or may face deays in obtaining, necessary administrative permits and panning permissions. Furthermore, even when the Group competes a redeveopment, it may not succeed in easing newy acquired or redeveoped properties or at rents sufficient to cover its costs of redeveopment and operations. In addition, it may take some time before newy redeveoped properties achieve the Group s target occupancy rates. Any of these risks coud 12

17 increase the cost, or coud deay or prevent competion, of a project and coud resut in a oss of revenue or of capita invested. Faiure by the Group to compete an existing or future property redeveopment or improvement project in ine with the origina proposas may have a materia adverse effect on the Group s business, financia condition or resuts of operations. In addition, and despite insurance coverage, property redeveopment and improvement may aso give rise to actions being brought against the Group in connection with defects in the property. Acquisition of property As part of its business, the Group may acquire property assets. Such acquisitions invove a number of risks inherent in assessing the vaues, strengths, weaknesses and profitabiity of properties, incuding adverse short-term effects on the Group s operating resuts. Whist it is the Group s poicy to undertake appropriate environmenta and structura surveys in order to assess these risks, unexpected probems and atent iabiities or contingencies such as the existence of hazardous substances or other environmenta iabiities, may sti emerge. Further risks inherent in property acquisitions incude risks that the acquired properties may not achieve anticipated renta rates or occupancy eves, and that business decisions with respect to improvements to increase the financia returns of acquired properties may not achieve the anticipated or desired resuts. Terrorism The vaue of the Group s current and future properties may be adversey affected by actua or threatened acts of terrorism. A terrorist attack in the UK (and particuary in London) might impact on the wiingness of new customers to take up space, of current customers to renew eases, on the abiity to dispose of assets and on the vaues achieved on any asset disposas. The resuting increase in vacancies in the market coud reduce the abiity of the Group to et vacant space and cause property vaues to decrease, both of which coud have a materia adverse effect on the Group s business, financia condition or operating resuts. Uninsured osses The Issuer attempts to ensure that a the Group s properties are adequatey insured to cover osses. However, changes in the costs or avaiabiity of insurance coud expose the Group to uninsured osses. In addition, certain types of risk may be, or may become in the future, uninsurabe or not economicay insurabe or may not be currenty, or in the future, covered by the Group s insurance. In the event that any of the properties incurs a oss that is not fuy covered by insurance, the vaue of the Group s assets wi be reduced by the amount of any such uninsured oss. In addition, the Group may have no source of funding to repair or reconstruct the damaged property, and there can be no assurance that any such sources of funding wi be avaiabe to it for such purposes in the future. Safety of visitors at premises of the Group There is a risk of accidents invoving the pubic at premises owned by the Group. The Group paces great importance on heath and safety and it has approved poicies and procedures appicabe to a its premises. In addition, the Group has pubic iabiity insurance in pace which the Issuer considers provides an adequate eve of protection against third party caims. However, shoud an accident attract pubicity or be of a size and/or nature that is not adequatey covered by insurance, the resuting pubicity and costs coud have a materia adverse effect on the Group s reputation, business, financia condition or resuts of operations. In such instance, the Group s abiity to put in pace pubic iabiity insurance cover in the future may aso be adversey affected. The Group may be subject to caims foowing the disposa of assets/properties The Group may choose to dispose of properties and may be required to give representations and warranties about those properties and to pay damages to the extent that any such representations or warranties prove to be inaccurate. The Group may become invoved in disputes or itigation concerning such representations and warranties and may be required to make payments to third parties as a resut of such disputes or itigation, which coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. 13

18 Risks reating to the Group Management risks The Group s future success is substantiay dependent on the continued services and performance of its directors, senior managers and other key empoyees, and its abiity to continue to attract and retain highy skied and quaified personne. Athough measures are in pace to reward and retain key individuas and to protect the Group from the impact of excessive staff turnover, the Issuer cannot give assurances that the directors, senior managers and other key empoyees wi continue to remain with the Group. Furthermore, in the event of the death or disabiity of any of the directors, senior managers or other key empoyees, no key-man insurance is in pace to protect the Group from this oss. The oss of the services of the directors, the senior managers and other key empoyees coud materiay adversey affect the Group s business, financia condition or resuts of operations. Counterparty credit risk The Group is potentiay exposed to counterparty credit risk on cash deposits and in respect of financia derivatives used to hedge interest rates if interest rates increase. There is a risk of a oss being sustained by the Group as a resut of payment defaut by the counterparty with whom the Group has deposited cash or entered into hedging transactions. The extent of the Group s oss coud be the fu amount of the deposit or the cost of repacing those hedging transactions. Under the Group s treasury risk management poicy, the Group ony deas with counterparties with certain minimum credit ratings and has set its maximum exposure to each of them with regard to credit ratings. There can be no assurance, however, that the Group wi successfuy manage this risk or that such payment defauts by counterparties wi not materiay adversey affect the Group s business, financia condition or resuts of operations. REIT status The Group is currenty in compiance with a of the conditions for REIT status and it is the current intention of the Issuer that the Group is continued to be managed in such a way so as to remain in compiance with those conditions under its contro. Whist at present there is no reason why the Group shoud not be abe to continue to compy with a the conditions, certain of the conditions are outside the Group s contro and the Group therefore cannot guarantee continued compiance with a of the conditions for REIT status set out in the Corporation Tax Act 2010 and reated reguations. There is, therefore, a risk that the REIT regime may cease to appy in some circumstances. HMRC may require the Group to exit the REIT regime if: it regards a breach of the REIT conditions or faiure to satisfy the REIT conditions reating to the tax-exempt business, or an attempt to avoid tax, as sufficienty serious; the Group has committed a certain number of minor or inadvertent breaches of the REIT conditions in a specified period; or HMRC has given the Group at east two notices in reation to the avoidance of tax within a ten year period. In addition, if the conditions for REIT status reating to the share capita of the Issuer or the prohibition on entering into oans with abnorma returns are breached or if the Issuer becomes dua resident or an open-ended investment company, the Group wi automaticay ose its REIT status. The Group coud aso ose its REIT status as a resut of actions by third parties, for exampe, in the event of a successfu takeover of the Issuer by a company that is not a UK REIT or due to a breach of the cose company condition (as defined in section 439 of the Corporation Tax Act 2010). If the Group oses its REIT status, the Group wi no onger be abe to benefit from the provisions contained in Part 12 of the Corporation Tax Act 2010 and reated reguations thereto. This woud mean, amongst others, that the Group woud no onger be abe to benefit from the exemption on paying UK direct tax on the profits and gains arising from the Group s quaifying property renta business. If the Group is required by HMRC to eave the REIT regime (as a resut of it breaching any reevant conditions) within 10 years of joining, HMRC has the power to direct how the Group is to be taxed (both before and after it eaves the REIT regime) and to determine the date on which the Group is to be treated as exiting the REIT regime and this coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. 14

19 If the operating profits of the Group are ess than 1.25 times the amount of interest of any externa oans, the Group may become subject to an additiona tax charge. Additionay, the principa company of a group REIT (being the Issuer) may become subject to an additiona tax charge if it fais to take reasonabe steps to avoid paying a dividend to, or in respect of, a Substantia Sharehoder (a Substantia Sharehoder being a hoder of excessive rights, as defined in section 553 of the Corporation Tax Act 2010). The artices of association of the Issuer (the Artices) therefore contain provisions designed to avoid the situation where dividends may become payabe to a Substantia Sharehoder. These provisions provide the Board with powers to identify a Substantia Sharehoder and to prohibit the payment of dividends on ordinary shares that form part of a Substantia Sharehoder s hoding uness certain conditions are met. The Artices aso aow the Board to require the disposa of ordinary shares forming part of a Substantia Sharehoder s hoding in certain circumstances where the Substantia Sharehoder has faied to compy with the above provisions. Changes in taxation Tax rues and their interpretation may change. Any change in any member of the Group s tax status or to taxation egisation (such as egisation reating to the REIT regime) or its interpretation coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. Group s debt faciities The Group s debt faciities impose certain restrictions on the Group. These restrictions may affect, imit or prohibit the Group s abiity to create or permit to subsist any charges, iens or other encumbrances in the nature of a security interest; incur additiona indebtedness by way of borrowing, easing commitments, factoring of debts or granting of guarantees; make any materia changes in the nature of its business as presenty conducted; se, transfer, ease or otherwise dispose of a or a substantia part of its assets; amend, vary or waive the terms of certain acquisition documents or give any consent or exercise any discretion thereunder; acquire any businesses; or make any co-investments or investments over the onger term. If the Group were to seek to vary or waive any of these restrictions and the reevant enders did not agree to such variation or amendment, the restrictions may deay the impementation of certain of the Group s deveopment projects and may over the onger term imit the Group s abiity to pan for or react to market conditions, meet capita needs, or otherwise restrict the Group s activities or business pans and adversey affect the Group s abiity to finance strategic acquisitions, investments and deveopment projects. Group s debt eve The investment property sector tends to empoy financia everage with the aim of improving returns to sharehoders. The Group expects to continue to everage its property portfoio through borrowings subject to the borrowing powers set out in the Artices and the REIT reguations, which effectivey imit debt eves by specifying that operating profit must be greater than 1.25 times interest (and any other financing costs) for any financia year. Whist the use of borrowings shoud enhance the performance of the Group when the vaue of the Group s underying assets is rising, it may have the opposite effect where the underying asset vaue is faing. It is the Group s current poicy to hedge a proportion of its interest rate exposure to maintain the appropriate risk and interest profie. However, an increase in interest rates might materiay adversey affect the resuts of the Group s operations by increasing the financing cost of any unhedged portion of debt. Abiity to raise future debt financing The abiity of the Group to raise funds to ro-over or refinance on simiar terms to the Group s existing debt financing, or at a, its existing debt faciities, which mature on dates ranging from December 2014 to June 2015, wi be dependent on a number of factors, incuding genera economic, poitica, debt and equity capita market conditions, funding avaiabiity and, importanty, the appetite of financia institutions to end to the property sector. If the Group were to face a iquidity crisis in the future, whether for macro-economic reasons or for reasons specific to the Group, it coud significanty increase the Group s cost of funding or ead to serious difficuties for the Group in refinancing its debt. The Group coud therefore be forced to se its assets, and saes in such circumstances may not deiver the eve of proceeds that may otherwise be expected, in order to compy with the Group s 15

20 obigations. Such forced saes may materiay adversey affect the Group s business, financia condition or resuts of operations. Factors which are materia for the purpose of assessing the market risks associated with the Bonds Risks reated to the Bonds generay Set out beow is a brief description of certain risks reating to the Bonds generay: Structura subordination of the Bonds It is the Group s strategy to incorporate subsidiary companies to acquire, deveop and manage specific properties through debt and equity finance. The Issuer is dependent upon receipt of funds from its subsidiaries in order to fufi its obigations under the Bonds. The Bonds are (subject to Condition 3(a)) unsecured obigations of the Issuer. The obigations of the Issuer under the Bonds are therefore structuray subordinated to any iabiities of the Issuer s subsidiaries. Risk of eary redemption In the event that a change in aw resuts in the Issuer becoming obiged to increase the amounts payabe under the Bonds pursuant to Condition 7, the Issuer may, at its option, redeem the Bonds eary pursuant to Condition 5(b). If the Issuer redeems the Bonds under such circumstances, the redemption price wi be the principa amount of the Bonds pus any accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase Redemption for taxation reasons. The Bonds may aso be redeemed eary at the option of the Issuer in whoe, but not in part, at any time at a price which sha be the higher of their principa amount and an amount cacuated by reference to the yied of the reevant United Kingdom Government Treasury Stock pus a margin of 0.5 per cent, together with accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase Redemption at the option of the Issuer. Further, if 80 per cent or more in principa amount of the Bonds originay issued have been redeemed pursuant to the put option by the Bondhoders under Condition 5(d), the Issuer may, at its option redeem a the remaining Bonds at par pus accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase Redemption at the option of the Bondhoders upon a Change of Contro Event. An investor may not be abe to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds being redeemed and may ony be abe to do so at a significanty ower rate. Potentia investors shoud consider investment risk in ight of other investments avaiabe at that time. Modification, waivers and substitution The terms and conditions of the Bonds contain provisions for caing meetings of Bondhoders to consider matters affecting their interests generay. These provisions permit defined majorities to bind a Bondhoders incuding Bondhoders who did not attend and vote at the reevant meeting and Bondhoders who voted in a manner contrary to the majority. The terms and conditions of the Bonds aso provide that the Trustee may, without the consent of Bondhoders, agree to: (a) any modification of any of the provisions of the Trust Deed that is of a forma, minor or technica nature or is made to correct a manifest error; or (b) certain other modifications and any waiver or authorisation of any breach or proposed breach of, any of the provisions of the Trust Deed that is in the opinion of the Trustee not materiay prejudicia to the interests of the Bondhoders; or (c) determine without the consent of the Bondhoders that any Event of Defaut (as defined in Condition 8) or potentia Event of Defaut sha not be treated as such; or (d) the substitution of another company as principa debtor under the Bonds in pace of the Issuer, in the circumstances described in Condition 11(c). EU Savings Directive EC Counci Directive 2003/48/EC on the taxation of savings income (the Savings Directive) requires EU Member States to provide to the tax authorities of other EU Member States detais of payments of interest and other simiar income paid by a person estabished within its jurisdiction to (or for the benefit of) an individua or certain other persons in that other EU Member State, except that Austria 16

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