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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the listing particulars following this page (the “Listing Particulars ”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Listing Particulars. In accessing the Listing Particulars, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE LISTING PARTICULARS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE BONDS AND THE GUARANTEES (EACH AS DEFINED IN THE LISTING PARTICULARS) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT ”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER RELEVANT JURISDICTION AND THE BONDS MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S ”)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING LISTING PARTICULARS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE LISTING PARTICULARS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. In the United Kingdom, this electronic transmission and the Listing Particulars are addressed to and directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order ”), (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons ”). This electronic transmission and the Listing Particulars must not be acted on or relied on in the United Kingdom, by persons who are not relevant persons. Any investment or investment activity to which this electronic transmission and the Listing Particulars relate is available only to relevant persons in the United Kingdom and will be engaged in only with such persons. PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA ”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II ”) or; (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation ”) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a “distributor ”) should take into consideration the LON49360346/12 166608-0008 i manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. Confirmation of your Representation: You have been sent the attached Listing Particulars at your request and by accepting the e-mail and by accepting the Listing Particulars you shall be deemed to have represented to each of Hastings Group (Finance) Plc (the “Issuer ”), Hastings Group Holdings plc, Hastings Group Limited, Advantage Global Holdings Limited, Hastings (Holdings) Limited, Hastings (UK) Limited, Hastings Insurance Services Limited (together, the “ Guarantors ”) and Barclays Bank PLC, HSBC Bank plc and Lloyds Bank plc (together, the “Joint Lead Managers ”), that you have understood and agree to the terms set out herein, and you are not (or if you are acting for another person, such person is not) a retail investor and (i) that you are not (or, if you are acting for another person, such person is not) a U.S. person, (ii) if you are a person in the United Kingdom, you are a relevant person and/or a relevant person acting on behalf of relevant persons, (iii) that you are not (or, if you are acting on behalf of another person, such person is not) located in the United States of America, its territories or possessions, any State of the United States or the District of Columbia (where “possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and (iv) that you consent (and if you are acting on behalf of another person, such person consents) to this delivery by electronic transmission. You are reminded that this electronic transmission and the Listing Particulars have been delivered to you on the basis that you are a person into whose possession the Listing Particulars may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Listing Particulars to any other person. The Listing Particulars do not constitute, and may not be used in connection with, an offer or solicitation to subscribe for or purchase any Bonds by any person in any jurisdiction where offers or solicitations are not permitted by law. The distribution of the Listing Particulars and the offer or sale of the Bonds in certain jurisdictions is restricted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Joint Lead Manager or any affiliate of a Joint Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction. The Listing Particulars have been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or any Guarantor or any Joint Lead Manager, nor any person who controls any Joint Lead Manager nor any director, officer, employee, agent or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Listing Particulars distributed to you in electronic format herewith and the hard copy version available to you on request from the Joint Lead Managers. LON49360346/12 166608-0008 -ii- LISTING PARTICULARS DATED 22 May 2018 HASTINGS GROUP (FINANCE) PLC (incorporated under the laws of Jersey) £250,000,000 3.000 per cent. Guaranteed Bonds due 2025 The issue price of the £250,000,000 3.000 per cent Guaranteed Bonds due 2025 (the “Bonds ”) of Hastings Group (Finance) plc (the “Issuer ”) is 99.157 per cent. of their principal amount. The Bonds will initially be fully, unconditionally and irrevocably guaranteed on a joint and several basis by Hastings Group Holdings plc (“ Hastings ”), Hastings Group Limited, Advantage Global Holdings Limited, Hastings (Holdings) Limited, Hastings (UK) Limited and Hastings Insurance Services Limited (each a “Guarantor ”, and together the “Guarantors ”) (subject to “Terms and Conditions of the Bonds – Status and Guarantee ”). Unless previously redeemed or cancelled, the Bonds will be redeemed at their principal amount on 24 May 2025 (the “Maturity Date ”). Subject to certain conditions, the Bonds may be redeemed at the option of the Issuer in whole but not in part at any time after the Issue Date at the relevant redemption price described under “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the option of the Issuer ”. Subject to certain conditions set out in “Terms and Conditions of the Bonds – Redemption and Purchase ”, the Bonds may also be redeemed at any time upon the occurrence of certain changes affecting taxes in the taxing jurisdiction of the Issuer or the Guarantors. In addition, upon the occurrence of certain change of control events which result in a negative ratings action being taken by a relevant credit rating agency, each holder of Bonds (a “Bondholder ”) shall have the option to require the Issuer to redeem or, at the Issuer's option, purchase the Bonds of such Bondholder at 100 per cent.
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