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Guaranteed Investment Products 1 PCC Limited (The "Company")

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Guaranteed Investment Products 1 PCC Limited (The A copy of this document, which has been prepared in accordance with the prospectus rules of the UK Listing Authority (the "Prospectus Rules") made under section 85(1) of the Financial Services and Markets Act 2000, has been filed with the Financial Conduct Authority in accordance with rule 3.2.1 of the Prospectus Rules. This Registration Document includes particulars given in compliance with the Prospectus Rules of the UK Listing Authority for the purposes of giving information with regard to Guaranteed Investment Products 1 PCC Limited (the "Company"). The information contained in this Registration Document should be read in the context of, and together with, the information contained in the Relevant Securities Note and the Relevant Summary and distribution of this Registration Document is not authorised unless accompanied by, or supplied in conjunction with, copies of the Relevant Securities Note and the Relevant Summary. This Registration Document includes particulars given in compliance with the Listing Rules of the Channel Islands Securities Exchange Authority Limited ("CISEAL") for the purpose of giving information with regard to the Company. The Directors of the Company, whose names appear on page 22 of this document, and the Company itself, accept responsibility for the information contained in this document and declare that, having taken all reasonable care to ensure that such is the case, the information contained in this document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. The Guarantor accepts responsibility for the information contained in Part E of this document and declares that, having taken all reasonable care to ensure that such is the case, the information contained in Part E of this document, and for which the Guarantor is responsible, is to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Santander UK plc accepts responsibility for the information contained in Part F of this document and declares that, having taken all reasonable care to ensure that such is the case, the information contained in Part F of this document, and for which Santander UK plc is responsible, is to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Abbey National Treasury Services plc accepts responsibility for the information contained in Part G of this document and declares that, having taken all reasonable care to ensure that such is the case, the information contained in Part G of this document, and for which Abbey National Treasury Services plc is responsible, is to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. JTC (Guernsey) Limited accepts responsibility for the information contained in Part H of this document relating solely to its own credentials and declares that, having taken all reasonable care to ensure that such is the case, the information contained in Part H of this document and for which JTC (Guernsey) Limited is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Anson Registrars Limited accepts responsibility for the information contained in Part I of this document relating solely to its own credentials and declares that, having taken all reasonable care to ensure that such is the case, the information contained in Part I of this document and for which Anson Registrars Limited is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Guaranteed Investment Products 1 PCC Limited (a protected cell company incorporated with limited liability under the laws of Guernsey with registered number 42754) The Company is authorised as an Authorised Closed-ended investment scheme by the Guernsey Financial Services Commission (the "GFSC") under Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Authorised Closed-ended investment scheme Rules 2008. The GFSC has not reviewed the document and neither it nor the States of Guernsey Policy Council take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. This document is not an offer of securities for sale in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities 0090662-0000083 ICM:21029700.13 Act"), or any securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US Persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration. The Shares will not be registered under the relevant securities laws of Canada, Australia or Japan. Accordingly, unless an exemption under such acts or laws is applicable, the Shares may not be offered, sold or delivered, directly or indirectly, in or into Canada, Australia or Japan. Investors should also be aware of further sale restrictions on the Shares see the section headed "Investor Restrictions" in Part A of this document. The attention of potential investors is drawn to the "Risk Factors" section set out on pages 6 to 20 of this document. Dated 20 February 2015 0090662-0000083 ICM:21029700.13 IMPORTANT INFORMATION If you are in any doubt about the contents of this document you are recommended to seek your own personal advice from an appropriately qualified independent adviser duly authorised under FSMA if in the United Kingdom or otherwise regulated under the applicable laws of your own country. Neither the listing of the Shares in the Company on CISEAL nor the approval of this document pursuant to the listing requirements of CISEAL shall constitute a warranty or representation by CISEAL as to the competence of service providers to, or any other party connected with, the Company, the adequacy or accuracy of information contained in this document or the suitability of the Company for investment or for any other purposes. The distribution of this document and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this document in any such jurisdiction may treat this document as constituting an invitation to them to subscribe for Shares, nor should they in any event use this document unless, in the relevant jurisdiction, such an invitation could lawfully be made to them and this document could lawfully be used without compliance with any registration or other legal requirement. Accordingly, this document does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this document and any persons wishing to apply for Shares pursuant to this document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Potential subscribers and purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements, and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the country of their incorporation, citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding or disposal of Shares. Prior to investing in the Shares, a potential investor should consider whether it is appropriate to discuss with their professional advisers how such investment would or could affect them. Potential investors with any questions regarding the impact of an investment in the Shares on their tax position should consult their tax adviser. The Company does not provide tax, accounting or legal advice as to the consequences of an investment in the Shares. 0090662-0000083 ICM:21029700.13 TABLE OF CONTENTS Clause Page Risk Factors ............................................................................................................................................ 6 Information in Relation to this Document ............................................................................................ 21 Directors and Advisers .......................................................................................................................... 22 Definitions............................................................................................................................................. 24 Part A Information on the Company ............................................................................... 35 Introduction .......................................................................................................... 35 Investment Objective and Policy .......................................................................... 36 Returns on the Plan Investments .......................................................................... 36 Cell Guarantee .....................................................................................................
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