Close Brothers Close Brothers Finance plc (incorporated with limited liability in England and Wales with registered number )

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1 SUPPLEMENTARY PROSPECTUS DATED 9 APRIL Close Brothers Close Brothers Finance plc (incorporated with limited liability in England and Wales with registered number ) 1,000,000,000 Euro Medium Term Note Programme guaranteed by Close Brothers Limited (incorporated with limited liability in England and Wales with registered number ) This Supplementary Prospectus (the Supplementary Prospectus, which definition shall include all information incorporated by reference herein) to the base prospectus dated 18 December 2014 (the Prospectus, which definition includes the Prospectus as supplemented, amended or updated from time to time and includes all information incorporated by reference therein), constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 ( FSMA ) and is prepared in connection with the Euro Medium Term Note programme (the Programme ) established by Close Brothers Finance plc (the Issuer ) and guaranteed by Close Brothers Limited (the Parent Guarantor ). Terms defined in the Prospectus have the same meanings when used in this Supplementary Prospectus unless the context requires otherwise. This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus issued by the Issuer and all documents which are incorporated herein or therein by reference. This Supplementary Prospectus has been approved by the United Kingdom Financial Conduct Authority (the FCA ) which is the competent authority for the purposes of the Prospectus Directive and relevant implementing measures in the United Kingdom, as a Supplementary Prospectus to the Prospectus. The Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme. The Issuer and the Parent Guarantor accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Issuer and the Parent Guarantor (each having taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. 1

2 1. Purpose The purpose of this Supplementary Prospectus is to: (A) (B) update the Prospectus to include a summary of the financial and operating performance of the Parent Guarantor for the six months to, based on unaudited management accounts prepared by the Parent Guarantor as part of the accounting processes undertaken by the Group to prepare the unaudited half year results of Close Brothers Group plc for the six months to ; and update the Prospectus to reflect risks arising as a result of: (i) (ii) (iii) certain changes to the Banking Act and similar European legislation; the introduction of a senior persons regime, replacing the approved persons regime as established under FSMA; and announcement by the FCA of an evaluation of its current approach to PPI complaints. 2

3 2. Recent Developments Overview of Financial Performance for the six months to The following financial information is derived from unaudited management accounts prepared by the Parent Guarantor as part of the accounting processes undertaken by the Group to prepare the unaudited half year results of Close Brothers Group plc for the six months to 31 January. Distinctive business model drives good financial performance The Group continued to deliver strong returns in the six months to. Adjusted operating profit increased by 19% to million (2014: 89.6 million) due to a 12% increase in adjusted operating income and lower impairment losses. As a result, the Group s return on opening equity improved to 28% (2014: 25%) and the return on net loan book increased to 4.0% (2014: 3.8%). Key Financials 1 First half First half 2014 Change million million % Operating income Net interest and fees on loan book Retail Commercial Property Treasury and other non-lending income (24) Adjusted operating expenses (119.1) (105.5) 13 Impairment on loans and advances (19.3) (22.7) (15) Adjusted operating profit Key Performance Indicators 1 Net interest margin 3 8.8% 8.8% Bad debt ratio 4 0.7% 1.0% Expense/income ratio 5 49% 48% Return on opening equity 6 28% 25% Return on net loan book 7 4.0% 3.8% 1 The Key Financials and Key Performance Indicators are prepared on an IFRS basis. 2 Includes million (2014: million) net interest income and 48.0 million (2014: 46.7 million) other income. Other income includes net fees and commissions, operating lease income, and other miscellaneous income. 3 Net interest and fees on average net loans and advances to customers. 4 Impairment losses on average net loans and advances to customers. 5 Adjusted operating expenses on operating income. 6 Adjusted operating profit after tax and non-controlling interests on the division s opening equity, excluding non-controlling interests. 7 Adjusted operating profit after tax and non-controlling interests on average net loans and advances to customers. 3

4 Summary Balance Sheet 1 Assets 2014 million million Cash and loans and advances to banks 1, Loans and advances to customers 5, ,855.5 Non-trading debt securities Intangible assets Other assets Total assets 6, ,155.3 Liabilities Deposits by banks Deposits by customers 4, ,139.2 Borrowings 1, Other liabilities Intercompany balances Total liabilities 6, ,616.3 Equity Total liabilities and equity 6, , The Summary Balance Sheet is prepared on an IFRS basis. Operating income increased 12% to million (2014: million) driven by increases across the Group with particularly strong growth in Property which increased 32% to 46.7 million (2014: 35.5 million). Despite seeing competition and pricing pressure increase in some markets, the net interest margin, which includes net interest income and other lending related income, remained strong at 8.8% (2014: 8.8%). Treasury and other income declined to 7.0 million (2014: 9.2 million). The bad debt ratio has improved steadily in recent years and reduced further in the six months to to 0.7% (2014: 1.0%). The improvement in the period was driven by lower impairment charges across all businesses compared with the prior year period, and reflects the Group s ongoing focus on credit quality and favourable economic conditions. Adjusted operating expenses increased by 13% to million (2014: million) as the Group continues to invest in a service led business model. As a result the expense/income ratio has marginally increased to 49% (2014: 48%). Specifically, higher staff costs in the period reflect increased headcount as the Group invests in its operational and control functions to both support future loan book growth and ensure it operates effectively in a regulated environment. IT costs also increased to meet the continued need for the Group to invest in systems and technology to enhance its customer proposition. 4

5 Continued loan book growth The Group has a track record of growing consistently through the cycle and continues to deliver growth across the loan book despite increasing competition in some of its key markets. The Group continued to grow in asset finance despite the market remaining competitive, and in motor, where strong growth in the overall car market allowed the Group to deliver further growth in the loan book whilst maintaining its margins in the face of increased competition. In the six months to, the loan book increased 3.2% to 5.5 billion (31 July 2014: 5.3 billion), a 12.5% growth rate over the last 12 months. The key characteristics of the loan book remained consistent in the period, with an average duration of 14 months (31 July 2014: 14 months) and around 90% secured. Loan Book Analysis 1 31 July 2014 Change million million % Retail 2, , Motor finance 1, , Premium finance Commercial 2, , Asset finance 1, , Invoice finance (3.9) Property 1, , Closing loan book 5, , The Loan Book Analysis is prepared on an IFRS basis. Overall, the Retail loan book increased 1.8% to 2,131.4 million in the six months to (31 July 2014: 2,092.8 million). The motor finance loan book increased 1.7% to 1,483.3 million at (31 July 2014: 1,458.9 million) as underlying growth in car market volumes helped to offset the effect of increased price competition. The premium finance book increased 2.2% to million (31 July 2014: million) mainly due to strong demand for personal lines. The Commercial loan book increased 2.4% to 2,096.5 million (31 July 2014: 2,047.2 million) driven by a 3.9% increase in asset finance to 1,720.6 million (31 July 2014: 1,656.0 million) due to good levels of new business across all sectors and the benefits of growth initiatives in Ireland and energy finance. Invoice finance reduced by 3.9% to million (31 July 2014: million) reflecting a seasonal reduction in January. In Property, the Group continues to benefit from its strong positioning in the residential development market. The six months to saw strong loan book growth of 7.3% to 1,233.1 million (31 July 2014: 1,149.7 million). The Group has maintained its strict and consistent lending criteria throughout this period of increased demand. Prudent funding and liquidity In the six months to, the Group has further diversified its sources of funding through the Funding for Lending Scheme which offers an additional source of term funding at 5

6 attractive rates. At the Group had drawn down 225 million of funding secured against a portion of its asset finance loan book for a period of four years. Total funding remained broadly stable at 6,818 million (31 July 2014: 6,806 million) for the six months to, as funds raised through the 300 million unsecured bond issue in June 2014 were sufficient to fund loan book growth in the period. This represents a prudent level of funding relative to the loan book at 125% (31 July 2014: 129%). Overall, drawn and undrawn facilities increased 203 million to 1,394 million (31 July 2014: 1,191 million), partially offset by the reduction in deposits by customers to 4,257 million (31 July 2014: 4,510 million). Group Funding 31 July 2014 Change million million % Deposits by customers 4, ,510.3 (6%) Drawn and undrawn facilities 1 1, , % Close Brothers Limited Bond % Close Brothers Group Bond % Equity % Total available funding 6, , % 1 Includes million (31 July 2014: million) of undrawn facilities and excludes 12.2 million (31 July 2014: 9.4 million) of non-facility overdrafts included in borrowings. 2 Excludes further drawings under the Funding for Lending Scheme which are expected to be c. 75.0m ,000, per cent. Fixed Rate Notes due 27 June Proceeds from the 6.50% Fixed Rate Bonds due 2017 issued by Close Brothers Group plc are deposited with the Parent Guarantor, and are included within the Parent Guarantor's intra-group balances and considered as wholesale funding. The Group has maintained a prudent maturity profile with a weighted average maturity of term funding at 30 months (31 July 2014: 30 months), more than double that of the loan book at 14 months (31 July 2014: 14 months). Group Funding Maturity Profile Less than one year One to two years Greater than two years Total million million million million Deposits by customers 2, , ,257.4 Drawn and undrawn facilities ,393.7 Close Brothers Limited Bond Close Brothers Group Bond Equity Total available funding as at 3, , , ,817.8 Total available funding as at 31 July , , , , ,000, per cent. Fixed Rate Notes due 27 June Proceeds from the 6.50% Fixed Rate Bonds due 2017 issued by Close Brothers Group plc are deposited with the Parent Guarantor, and are included within the Parent Guarantor's intra-group balances and considered as wholesale funding. The Group manages liquidity prudently to ensure that it meets all external requirements as well as its own rigorous stress testing scenarios. The Group also expects to comfortably exceed the 6

7 minimum requirements of the Liquidity Coverage Ratio when it comes into force in October. Overall, the Group held 1,061.7 million (31 July 2014: 1,217.3 million) of liquid assets at the balance sheet date, substantially all in the form of deposits with the Bank of England. Treasury Assets 31 July 2014 Change million million % Gilts (55%) Bank of England deposits 1, ,171.7 (11%) High quality liquid assets 1, ,217.3 (13%) 3. Revisions to code of practice on UK special resolution regime pursuant to the Banking Act The Banking Act came into force on 21 February The special resolution regime set out in the Banking Act provides HM Treasury, the Bank of England, the PRA and the FCA (and their successor bodies) with a variety of powers for dealing with UK deposit taking institutions (and, in certain circumstances, their holding companies) that are failing or likely to fail. The Banking Reform Act as of 31 December 2014 amended the Banking Act to introduce a UK bail in power (which is compliant with the requirements for bail-in powers contained in the EU recovery and resolution directive (the RRD )). For further details of the UK bail-in power and the special resolution regime, see the risk factor entitled Risks relating to the Banking Act 2009 and similar European Legislation set out on page 29 of the Prospectus. On 12 March, the UK Government published a revised version of its code of practice on the special resolution regime. The revised version reflects amendments made to the Banking Act since 2010 and in particular the extension of the special resolution regime to cover banking group companies and the changes required to implement the RRD (including the introduction of the UK bail-in power). Notwithstanding the publication of this revised guidance, there remains uncertainty as to the considerations a UK resolution authority would have regard to when assessing whether to exercise bail-in powers and holders of the Notes may not be able to refer to publicly available criteria to anticipate a potential exercise of such powers and consequently its potential effect on the Issuer, the Parent Guarantor or the Notes. In addition to the introduction of the UK bail-in power, the UK Government has introduced a number of additional provisions to implement the RRD in the UK. The Insolvency Act 1986 and secondary legislation have been amended to introduce changes to the ranking of certain debts with the result that certain eligible deposits will rank in priority to the claims of ordinary (i.e. non-preferred) unsecured creditors in the event of an insolvency. Following amendments to the preferred credit status of depositors, the FSCS will have preferred status over an institution s other creditors when standing in the place of depositors of a failing institution. These changes may negatively effect the ability of the Group to meets its obligations in respect of its unsecured creditors in an insolvency scenario. 7

8 A mandatory write-down and conversion power has also been introduced in the Banking Act. Before determining that any institution has reached a point of non-viability (and accordingly, before taking any form of resolution action or applying any resolution power set out in the Banking Act), the UK resolution authorities have the power (and are obliged when specified conditions are determined to have been met) to write down, or convert into common equity tier 1 capital instruments, tier 1 and tier 2 capital instruments issued by that institution. These measures could be applied to certain of the Group s debt securities; the occurrence of circumstances in which write down powers would need to be exercised in respect of the Group would be likely to have a negative impact on the Group s business. 4. Introduction of senior persons regime under FSMA On 3 March, the UK Government announced that the current approved persons regime established under FSMA (as amended by the Financial Services Act 2012) will be replaced with a new regime to come into effect on 7 March. The FCA and PRA are expected to publish final rules on the application of the new regime during the course of. The uncertainty over the exact details of such proposed changes, and the costs associated with compliance with both presently anticipated changes to the regulatory environment, and potential future changes, all have the potential to impact on the Group's earnings. Changes in supervision and regulation, in particular in the UK, could materially affect the Group's business, the products and services it offers, the value of its assets and its ability to respond to the requirements of the relevant UK regulatory authorities. 5. FCA evaluation of PPI complaints process On 30 January, the FCA announced that it is planning to gather evidence on current trends in complaints on Payment Protection Insurance ( PPI ), to assess whether its current approach is continuing to meet its objectives of securing appropriate protection for consumers and enhancing the integrity of the UK s financial system. Based on the outcomes of that assessment, the FCA will then consider whether further interventions may be appropriate, including a consumer communication campaign, a possible time limit on complaints or other rule changes or guidance. The FCA is expected to report on the outcome of the assessment in the summer of. While the impact on the Group of PPI mis-selling claims and complaints has not, to date, been significant, it is possible that the FCA s evaluation may identify further industry-wide misselling or other issues that could affect the Group. This may lead from time to time to significant direct costs or liabilities (including in relation to misselling) and/or changes in the practices of the Group s businesses which may have an adverse effect on the Group s business, financial condition and/or results of operations. 6. General For so long as Notes may be issued pursuant to the Prospectus (as supplemented by this Supplementary Prospectus), a copy of this Supplementary Prospectus will be available during normal business hours from the registered offices of the Issuer and the specified office of the Paying Agents for the time being in London and Luxembourg. 8

9 Copies of this Supplementary Prospectus will also be available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange at the following address: To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Prospectus by this Supplementary Prospectus, and (b) any other statement in or incorporated by reference in the Prospectus prior to the date of this Supplementary Prospectus, the statements in (a) will prevail. References in this Supplementary Prospectus to websites are made for information purposes only and the contents of those websites do not form part of this Supplementary Prospectus. Save as disclosed in this Supplementary Prospectus, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since publication of the Prospectus. No person has been authorised by the Issuer, the Parent Guarantor, any Dealer or the Trustee to give any information or to make any representation not consistent with the Prospectus, this Supplementary Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Parent Guarantor, any Dealer or the Trustee. Printed by Slaughter and May One Bunhill Row London EC1Y 8YY 9

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