Mount Eden Land Limited

MOUNT EDEN LAND LIMITED

(Incorporated on the Island of Guernsey)

Registered office: P O Box 287, 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 3RL

Listing Prospectus

GBP 41,000,000

8.00 per cent. Notes due 2019

The GBP 41,000,000 8.00 per cent. Notes due 2019 (the Notes) are issued by Mount Eden Land Limited (the Issuer).

Application has been made to the Luxembourg Stock Exchange in its capacity as competent authority under the Luxembourg act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a prospectus for the purposes of Article 61 of the Prospectus Act 2005. Application has also been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market.

This Prospectus has not been approved by and will not be submitted for approval to the Commission de surveillance du secteur financier of Luxembourg. The Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this Prospectus nor any other circular, prospectus, form of application, advertisement, communication or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except (i) for the sole purpose of the admission to trading of the Notes on the Euro MTF Market and listing of the Notes on the Official List of the Luxembourg Stock Exchange and (ii) in circumstances which do not constitute an offer of securities to the public within the meaning of the Prospectus Act 2005.

Investors should be aware that an investment in the Notes contains certain risks. For a discussion of these risks please see "Risk Factors"). This Listing Prospectus can only be used for the purpose for which it has been published.

The date of this Prospectus is 20 October 2014

The directors of the Issuer, having made all reasonable enquiries, confirm that to the best of their knowledge and belief this Prospectus contains all information with regard to the Issuer and the Notes which is material in the context of the issue of the Notes, that such information is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly.

In connection with the issue and offering of the Notes, no person has been authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to its date.

The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves about and to observe any such restrictions.

This Prospectus does not constitute, and may not be used for purposes of, an offer, invitation or solicitation by anyone in any jurisdiction or in any circumstances in which such offer, invitation or solicitation is not authorised or to any person to whom it is unlawful to make such offer, invitation or solicitation.

The Notes have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act) and may not be offered, sold or delivered directly or indirectly in the United States or to any US person as part of the distribution thereof. The Subscriber (as defined below) has agreed that it will not offer, sell or deliver, directly or indirectly in the United States or to or for the account of any US person, any Notes. As used herein; United States means the United States of America (including the States and the District of Columbia), its territories, its possessions, and other areas subject to its jurisdiction; and US person means any citizen or resident of the United States, any corporation, partnership or other entity created or reorganised in or under the laws of the United States and any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

No action has been taken by the Issuer or Subscriber (as defined below) that would, or is intended to, permit a public offer of the Notes or possession or distribution of this Prospectus or any other offering or publicity material relating to the Notes in any country or jurisdiction where any such action for that purpose is required. The Subscriber has undertaken that it will not, directly or indirectly, offer or sell any Notes or have in its possession, distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms.

This document has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey. This document may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries Administration Business and Company Directors etc (Bailiwick of Guernsey) Law 2000.

Issuer: Mount Eden Land Limited PO Box 287, 4th Floor, West Wing Trafalgar Court, Admiral Park St. Peter Port Guernsey, GY1 3 RL

Board of Directors of the Issuer: Mr TY S Li No.16 Kadorie Avenue Kowloon Hong Kong

Witchford Corporation Offshore Chambers PO Box 217 Apia Samoa

Auditor of the Issuer: haysmacintyre (since 1993) Chartered Accountants Registered Auditors 26 Red Lion Square LondonWC1R 4AG

Fiscal Agent and Principal Paying Agent: Citibank N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB

Independent Property Valuer: CB Richard Ellis Limited Henrietta House Henrietta Place London W1G ONB

Table of Contents

Sections Page

General Information ...... 5 Documents Incorporated by Reference ...... 6 Selected Financial Information ...... 7 Use of Proceeds...... 9 Risk Factors ...... 10 Conditions of the Notes ...... 11 Description of the Issuer ...... 25 Description of Property Portfolio ...... 27

General Information

The issue of the Notes, the terms and conditions of which are set forth herein, has been duly authorised by the Issuer pursuant to a resolution of its Board of Directors dated 6 October 2014.

The text of the Paying Agency Agreement with respect to the Notes will be available for inspection at the principal office of the Paying Agent (as such terms are defined in the terms and conditions of the Notes), currently at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB.

SELLING AND UNDERWRITING

The Notes are offered for sale in one tranche to be issued on 22 October 2014 pursuant to a decision of the Board of Directors of the Issuer adopted on 6 October 2014. The Issuer has entered into a subscription agreement with Interstitial Holdings Limited of PO Box 287, 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1 3RL dated 20 October 2014 and Interstitial Holdings Limited has agreed to subscribe for the entire issue at par value on the basis of a private placement.

Interstitial Holdings Limited (the Subscriber) is a Guernsey registered investment company.

The Notes will be issued at par.

The Notes shall not be offered, and shall not be sold in the United States of America.

CLEARING

The Notes have been accepted for clearance by Euroclear Banking S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). The ISIN for this issue is XS1123852581 and the Common Code is 112385258.

LITIGATION

The Issuer is not involved in any significant litigation, arbitration or administrative proceedings relating to claims or amounts which are material in the context of the issue of the Notes and, so far as the Issuer is aware, no such litigation, arbitration or administrative proceedings are pending or threatened, except as disclosed herein.

FINANCIAL INFORMATION

So long as the Notes are listed the audited annual financial statements of the Issuer and a copy of the annual valuer's statement regarding the value of the Issuer's real estate assets will be made available at the offices of the Luxembourg Paying Agent. The Issuer does not publish interim or semi-annual financial statements.

The Issuer's financial statements are prepared on a non-consolidated basis. The Issuer has no subsidiaries.

The Issuer's financial statements for the years ended 5 April 2013 and 5 April 2014 were audited by haysmacintyre, Chartered Accountants of 26 Red Lion Square, London, WC1R 4AG.

Documents Incorporated by Reference

The following documents shall be incorporated in, and form part of, this Prospectus:

(a) the auditor's report and audited annual statements of the Issuer for the financial year ended 5 April 2013;

(b) the auditor's report and audited annual statements of the Issuer for the financial year ended 5 April 2014; and

(c) the Mount Eden Land Ltd Portfolio Valuation Report as at 30 June 2014 prepared by CB Richard Ellis Limited and dated 7 October 2014.

The documents incorporated by reference may be obtained free of charge at the office of the Fiscal Agent and will be also available at the website of the Luxembourg Stock Exchange www.bourse.lu.

Selected Financial Information

MOUNT EDEN LAND LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 5 APRIL 2014

2014 2013 £ £

Rental income 40,067,323 37,697,892

Other income 1,489,033 1,722,432

41,556,356 39,420,324

Administration expenses (8,827,832) (8,494,511)

Operating profit 32,728,524 30,925,813

Profit on sale of property 14,580 -

Interest receivable 2,277 14,025

Interest payable and similar charges (24,499,064) (25,195,685)

Profit on ordinary activities before taxation 8,246,317 5,744,154

Taxation (1,644,747) (1,039,421)

Profit for the financial year £6,601,570 £4,704,732

The company has no recognised gains and losses other than the results for the above financial years.

The notes to this table can be found in the auditor’s report and audited annual statements of the Issuer for the financial year ended 5 April 2014 incorporated by reference into this prospectus.

MOUNT EDEN LAND LIMITED

BALANCE SHEET

AS AT 5 APRIL 2014

2014 2013 £ £ £ £ FIXED ASSETS

Investment properties 460,747,574 461,132,574 CURRENT ASSETS

Debtors 78,076,580 68,787,120 Cash at bank and in hand 9,646,339 9,983,749

87,722,919 78,770,869 CREDITORS: Amounts falling due (26,249,384) (24,283,904) within one year

NET CURRENT ASSETS 54,486,965 61,473,535 522,221,109 515,619,539 TOTAL ASSETS LESS CURRENT LIABILITIES (453,000,000) (453,000,000) CREDITORS: Amounts falling due after more than one year 69,221,109 62,619,539 TOTAL NET ASSETS

CAPITAL AND RESERVES 18,000,00251, 18,000,002 Called up share capital 221,107 44,619,539 Profit and loss account 69,221,109 62,619,539 TOTAL SHAREHOLDERS’ FUNDS

The notes to this table can be found in the auditor’s report and audited annual statements of the Issuer for the financial year ended 5 April 2014 incorporated by reference into this prospectus.

Use of Proceeds

The net proceeds to be received by the Issuer from the issue of the Notes, expected to aggregate, in total, GBP 41,000,000 will be used by the Issuer to refinance the acquisition of commercial property investments (the Portfolio), which form part of the Langham Estate (Langham), which is in the "West End" of London, just north of Oxford Street.

Risk Factors

(a) General

Real property investments are subject to varying degrees of risk. Rental revenues and property values are affected by changes in the general economic climate and local conditions such as an oversupply of space or a reduction in demand for property in an area, competition from other available space and increased operating costs. Rental revenues and property values are also affected by many other factors such as political developments, government regulations and changes in tax laws, interest rate levels, inflation, the availability of financing and yields of alternative investments.

(b) Dependence on Tenants

The ability of the Issuer to repay the Notes and other loans will depend on its ability to continue to let the properties on economically favourable terms as substantially all of the income from the Portfolio is derived from rentals. The Issuer’s ability to make payments could be adversely affected if a significant number of tenants were unable to meet their obligations to the Issuer.

Conditions of the Notes

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form:

The GBP 41,000,000 8.00 per cent. Notes due 2019 (the Notes, which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 14 (Further Issues) and forming a single series with the Notes of Mount Eden Land Limited (the Issuer) are issued subject to and with the benefit of an Agency Agreement dated on or around 22 October 2014 (such agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, Citibank N.A., London Branch as fiscal agent and principal paying agent (the Fiscal Agent) and the other initial paying agents named in the Agency Agreement (together with the Fiscal Agent, the Paying Agents). The Notes are also subject to, and shall be construed in accordance with, an intercreditor deed dated on or about 22 October 2014 between, among others, Mount Eden Land Limited, the parties specified therein as junior creditors and the parties specified therein as senior creditors.

The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal business hours by the holders of the Notes (the Noteholders) and the holders of the interest appertaining to the Notes (the Couponholders and the Coupons respectively) at the specified office of each of the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency Agreement.

1. FORM, DENOMINATION AND TITLE

1.1 Form and Denomination

The Notes are in bearer form, serially numbered, in the denominations of GBP 100,000 and integral multiples of GBP 1,000 in excess thereof each with Coupons attached on issue.

1.2 Title

Title to the Notes and to the Coupons will pass by delivery.

1.3 Holder Absolute Owner

The Issuer and any Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon).

2. STATUS

2.1 Status

The Notes and the Coupons are direct, unconditional and (subject to the provisions of Condition 3 (Negative Pledge) unsecured obligations of the Issuer and (subject as provided above) rank and will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future,

but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors' rights.

3. NEGATIVE PLEDGE

So long as any of the Notes remains outstanding:

(a) the Issuer will not create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:

(i) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or

(i) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three-fourths of the votes cast) of the Noteholders.

3.2 Interpretation

For the purposes of these Conditions:

(a) Relevant Indebtedness means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities which (with the consent of the Issuer are for the time being quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market and (ii) any guarantee or indemnity of any such indebtedness; and

(b) Subsidiary means, in relation to the Issuer, any company (i) in which the Issuer holds a majority of the voting rights or (ii) of which the is a member and has the right to appoint or remove a majority of the board of directors or (iii) of which the Issuer is a member and controls a majority of the voting rights, and includes any company which is a Subsidiary of a Subsidiary of the Issuer.

4. COVENANTS

4.1 Issue Fee

On the date that the Notes are issued the Issuer will pay the Noteholders a fee of 1.50 per cent. of the principal amount of the Notes.

4.2 Valuation

The Issuer agrees that the Noteholders may, on a majority basis, decide (i) annually or (ii) on reasonably believing that an event of default has occurred to instruct an independent chartered surveyor to perform a valuation of the Portfolio at the cost of the Issuer.

4.3 Interpretation

For the purposes of these Conditions:

Portfolio means the property investments forming part of the Langham Estate as more fully described in the Prospectus; and

Prospectus means the Listing Prospectus of Mount Eden Land Limited dated 20 October 2014 published in connection with the issue of the Notes.

5. INTEREST

5.1 Interest Rate and Interest Payment Dates

The Notes bear interest from and including 22 October 2014 at the rate of 8.00 per cent. per annum, payable quarterly in arrears on 25 January, 25 April, 25 July and 25 October (except for 25 October 2014) (each an Interest Payment Date). The first payment (for the period from and including 22 October 2014 amounting to GBP 80.00 per GBP 1,000 principal amount of Notes) shall be made on 25 January 2015.

5.2 Interest Accrual

Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment. In such event, interest will continue to accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note have been paid; and

(b) five days after the date on which the full amount of the moneys payable in respect of such Notes has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 12 (Notices).

5.3 Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full quarter, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date multiplied by four.

6. PAYMENTS

6.1 Payments in respect of Notes

Payments of principal and interest in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the Paying Agents.

6.2 Method of Payment

Payments will be made by credit or transfer to an account in Sterling maintained by the payee with or, at the option of the payee, by a cheque in Sterling drawn on, a bank in London.

6.3 Missing Unmatured Coupons

Each Note should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8 (Taxation)) in respect of the relevant Note (whether or not the Coupon would otherwise have become void pursuant to Condition 9 (Prescription)) but not thereafter.

6.4 Payments subject to Applicable Laws

Payments in respect of principal and interest on Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 8 (Taxation).

6.5 Payment only on a Presentation Date

A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 5 (Interest), be entitled to any further interest or other payment if a Presentation Date is after the due date.

Presentation Date means a day which (subject to Condition 9 (Prescription)):

(a) is or falls after the relevant due date;

(b) is a Business Day in the place of the specified office of the Paying Agent at which the Note or Coupon is presented for payment; and

(c) in the case of payment by credit or transfer to a Sterling account in London as referred to above, is a Business Day in London.

In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place.

6.6 Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:

(a) there will at all times be a Fiscal Agent; and

(b) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and

Notice of any termination or appointment and of any changes in specified offices will be given to the Noteholders promptly by the Issuer in accordance with Condition 12 (Notices).

7. REDEMPTION AND PURCHASE

7.1 Redemption at Maturity

Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 29 October 2019.

7.2 Redemption for Taxation Reasons

If:

(a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8 (Taxation), or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 20 October 2014, on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 8 (Taxation); and

(b) the requirement cannot be avoided by the Issuer taking reasonable measures available to it,

the Issuer may at its option, having given not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 12 (Notices) (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two Directors of the Issuer stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of the change or amendment.

7.3 Redemption at the Option of the Issuer

The Issuer shall be entitled at its option to redeem all or a portion of the Notes (representing a principal of at least GBP 1,000,000) at any time upon not less than 5 Business Days’ notice to the Noteholders in accordance with Condition 12 (Notices) at the following price:

(a) from the date of issue until the first anniversary thereof, 104 per cent. of the principal amount of the Notes to be redeemed;

(b) on or following the first anniversary of the date of issue until the second anniversary of the date of issue, 103 per cent. of the principal amount of the Notes to be redeemed;

(c) on or following the second anniversary of the date of issue until the third anniversary of the date of issue, 102 per cent. of the principal amount of the Notes to be redeemed; and

(d) thereafter, 100.50 per cent. of the principal amount of the Notes to be redeemed.

7.4 Provisions relating to Partial Redemption

In the case of a partial redemption of Notes, Notes to be redeemed will be selected individually by lot in such place and in such manner as the Fiscal Agent may decide not more than 30 days before the date fixed for redemption. Notice of any such selection will be given not less than 5 days before the date fixed for redemption. Each notice will specify the date fixed for redemption and the aggregate principal amount of the Notes to be redeemed, the serial numbers of the Notes called for redemption, the serial numbers of Notes previously called for redemption and not presented for payment and the aggregate principal amount of the Notes which will be outstanding after the partial redemption.

7.5 Purchases

The Issuer or any of its Subsidiaries may at any time purchase Notes (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in any manner and at any price.

7.6 Cancellations

All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer or any of its Subsidiaries will forthwith be cancelled, together with all relative unmatured Coupons attached to the Notes or surrendered with the Notes, and accordingly may not be reissued or resold.

7.7 Notices Final

Upon the expiry of any notice as is referred to in paragraph 7.2, or 7.3 the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph.

8. TAXATION

8.1 Payment without Withholding

All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note or Coupon:

(a) presented for payment by or on behalf of a holder who is liable to the Taxes in respect of the Note or Coupon by reason of his having some connection with the Relevant Jurisdiction other than the mere holding of the Note or Coupon; or

(b) presented for payment in the Relevant Jurisdiction; or

(c) presented for payment by or on behalf of a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or

(d) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(e) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or

(f) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Presentation Date (as defined in Condition 6 (Payments)).

8.2 Interpretation

In these Conditions:

(a) Relevant Date means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 12 (Notices); and

(b) Relevant Jurisdiction means the Island of Guernsey or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Notes and Coupons.

8.3 Additional Amounts

Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition.

9. PRESCRIPTION

Notes and Coupons will become void unless presented for payment within periods of 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons, subject to the provisions of Condition 6 (Payments).

10. EVENTS OF DEFAULT

10.1 Events of Default

The holder of any Note may give notice to the Issuer that the Note is, and it shall accordingly forthwith become, immediately due and repayable at its principal amount, together with

interest accrued to the date of repayment, if any of the following events (Events of Default) shall have occurred and be continuing:

(a) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of two days; or

(b) if the Issuer fails to perform or observe any of its other obligations under these Conditions and (except in any case where the failure is incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 15 days following the service by any Noteholder on the Issuer of notice requiring the same to be remedied; or

(i) becomes, or becomes capable of being declared, due and repayable prior to the due date for payment thereof by reason of an event of default (however described); or

(ii) shall not be repaid at maturity as extended by any days of grace permitted by law, any provision of the relevant instrument or any agreement of the parties to such instrument; or

(iii) any guarantee or indemnity given by the Issuer shall not be honoured when due and called upon; or

(d) a merger, reorganisation or consolidation of the Issuer except if the continuing or successor corporation has expressly and effectively or by law assumed the obligations of the Issuer under the Notes and the Coupons and the interests of the holders of Notes and Coupons are not materially prejudiced thereby; or

(e) the Issuer is wound up or dissolved prior to the redemption of all outstanding Notes (except in connection with a transaction expressly permitted under Condition 10.1(d)) or stops or suspends or threatens to stop or suspend payment of all or a material part of its debts as and when they fall due; or

(f) the Issuer is adjudicated bankrupt or insolvent, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors, or enters into a composition with its creditors, or applies for a moratorium; or

(g) the Issuer institutes or has instituted any proceedings under any applicable bankruptcy law, insolvency law, composition law or any law governing the appointment of a receiver, administrator, or trustee or other similar official for the whole or substantial part of its assets or any other similar law or any such proceedings are instituted against the Issuer and remains undischarged for a period of fifteen days; or

(h) an encumbrancer takes possession of, or a distress, execution or other process is levied or enforced upon or issued against, all or any material part of the property or assets of the Issuer unless it is removed, discharged or paid out within fifteen days; or

(i) any of the material documents relating to the Notes is not, or is alleged by a party to it not to be, binding on or enforceable against that party; or

(j) any property within the Portfolio whose value represents at least 5 per cent. of the value of the Portfolio is compulsorily purchased or the applicable local authority makes an order for the compulsory purchase of the same; or

(k) the Issuer ceases, changes or threatens to cease or change, to carry on all or a substantial part of its business.

10.2 Interpretation

For the purposes of this Condition:

Indebtedness for Borrowed Money means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit.

11. REPLACEMENT OF NOTES AND COUPONS

Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Fiscal Agent or the Paying Agent in Luxembourg, upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

12. NOTICES

12.1 Notices to the Noteholders

All notices to the Noteholders will be valid if published in a leading English language daily newspaper published in London or such other English language daily newspaper with general circulation in Europe as the Issuer may decide and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, in one daily newspaper published in Luxembourg. It is expected that publication will normally be made in the Financial Times and the Luxemburger Wort or the Tageblatt. Notices may also be published on the website of the Luxembourg www.bourse.lu. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.

12.2 Notices from the Noteholders

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Fiscal Agent or, if the Notes are held in a clearing system, may be given through the clearing system in accordance with the standard rules and procedures.

13. MEETINGS OF NOTEHOLDERS AND MODIFICATION

13.1 Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the modification by Extraordinary

Resolution of any of these Conditions or any of the provisions of the Agency Agreement. The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent. in principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that at any meeting the business of which includes the modification of certain of these Conditions the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, of the principal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting, and on all Couponholders.

13.2 Modification

The Fiscal Agent may agree, without the consent of the Noteholders or Couponholders, to any modification of any of these Conditions or any of the provisions of the Agency Agreement either (i) for the purpose of curing any ambiguity or of curing, correcting or supplementing any manifest or proven error or any other defective provision contained herein or therein or (ii) in any other manner which is not materially prejudicial to the interests of the Noteholders. Any modification shall be binding on the Noteholders and the Couponholders and, unless the Fiscal Agent agrees otherwise, any modification shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 12 (Notices).

14. FURTHER ISSUES

The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes, having terms and conditions the same as those of the Notes, or the same except for the amount of the first payment of interest, which may be consolidated and form a single series with the outstanding Notes.

15. GOVERNING LAW AND SUBMISSION TO JURISDICTION

15.1 Governing Law

The Agency Agreement, the Deed of Covenant, the Notes and the Coupons are governed by, and will be construed in accordance with English law.

15.2 Jurisdiction of English Courts

The Issuer has irrevocably agreed for the benefit of the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes or the Coupons and accordingly has submitted to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum.

The Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with the Notes or the Coupons respectively (together referred to as Proceedings) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

15.3 Appointment of Process Agent

The Issuer hereby irrevocably and unconditionally appoints Langham Estate Management Limited at its registered office for the time being as its agent for service of process in England

in respect of any Proceedings and undertakes that in the event of such agent ceasing so to act it will appoint another person as its agent for that purpose.

16. RIGHTS OF THIRD PARTIES

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

Summary of Provisions relating to the Notes while represented by the Global Note

The following is a summary of the provisions to be contained in the Global Note (the Global Note) which will apply to, and in some cases modify, the Terms and Conditions of the Notes while the Notes are represented by the Global Note.

1. Exchange

The Global Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Notes only if:

(a) an event of default (as set out in Condition 10.1 (Events of Default) has occurred and is continuing; or

(b) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; or

(c) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form.

The Issuer will promptly give notice to Noteholders if an event described in (a), (b) or (c) occurs. In the case of (a) or (b) above, the holder of the Global Note, acting on the instructions of one or more of the Accountholders (as defined below), may give notice to the Issuer and the Fiscal Agent and, in the case of (c) above, the Issuer may give notice to the Fiscal Agent of its intention to exchange the Global Note for definitive Notes on or after the Exchange Date (as defined below).

On or after the Exchange Date the holder of the Global Note may or, in the case of (c) above, shall surrender the Global Note to or to the order of the Fiscal Agent. In exchange for the Global Note the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of definitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in the Agency Agreement. On exchange of the Global Note, the Issuer will procure that it is cancelled and, if the holder so requests, returned to the holder together with any relevant definitive Notes.

For these purposes, Exchange Date means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given, being a day on which banks are open for general business in the place in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (b) above, in the place in which the relevant clearing system is located.

2. Payments

Payments of principal and interest in respect of Notes represented by the Global Note will, subject as set out below, be made to the bearer of the Global Note against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, against surrender of the Global Note to the order of the Fiscal Agent or such other Paying Agent as shall have been notified to the Noteholders for such purposes. A record of each payment

made will be endorsed on the appropriate part of the schedule to the Global Note by or on behalf of the Fiscal Agent, which endorsement shall be prima facie evidence that such payment has been made in respect of the Notes.

3. Notices

For so long as all of the Notes are represented by the Global Note and such Global Note is held on behalf of Euroclear and/Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 12 (Notices), provided that, so long as the Notes are listed on the Luxembourg Stock Exchange, notice will also be given by publication in a daily newspaper published in Luxembourg if and to the extent that the rules of the Luxembourg Stock Exchange so require. Any such notice shall be deemed to have been given to the Noteholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

Whilst any of the Notes held by a Noteholder are represented by the Global Note, notices to be given by such Noteholder may be given by such Noteholder (where applicable) through Euroclear and/or Clearstream, Luxembourg and otherwise in such manner as the Fiscal Agent and Euroclear and Clearstream, Luxembourg may approve for this purpose.

4. Accountholders

For so long as all of the Notes are represented by the Global Notes and such Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of Notes (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of that principal amount for all purposes (including but not limited to, for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Noteholders and giving notices to the Issuer pursuant to Condition 10.1 (Events of Default) other than with respect to the payment of principal and interest on the principal amount of such Notes, the right to which shall be vested, as against the Issuer solely in the bearer of the Global Note in accordance with and subject to its terms. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the Global Note.

5. Prescription

Claims against the Issuer in respect of principal and interest on the Notes represented by the Global Note will be prescribed after 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 8 (Taxation).

6. Cancellation

Cancellation of any Note represented by the Global Note and required by the Terms and Conditions of the Notes to be cancelled following its redemption or purchase will be effected by endorsement by or on behalf of the Fiscal Agent of the reduction in the principal amount of the Global Note on the relevant part of the schedule thereto.

7. Redemption at the Option of the Issuer

For so long as all of the Notes are represented by the Global Note and such Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg, no selection of Notes to be redeemed will be required under Condition 7.4 (Provisions relating to Partial Redemption) in the event that the Issuer exercises its option pursuant to Condition 7.3 (Redemption at the Option of the Issuer) in respect of less than the aggregate principal amount of the Notes outstanding at such time. In such event, the standard procedures of Euroclear and/or Clearstream, Luxembourg shall operate to determine which interests in the Global Note are to be subject to such option.

8. Euroclear and Clearstream, Luxembourg

Notes represented by the Global Note are transferable in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as appropriate. References in the Global Notes and this summary to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any other clearing system through which interests in the Notes are held.

Description of the Issuer

Mount Eden Land Limited was incorporated and exists under the laws of the Island of Guernsey on 26 November 1993 for an unlimited duration in the form of a company limited by shares. The Issuer’s allotted called up and fully paid share capital is GBP 18,000,002 consisting of 20 ordinary shares of £ 1.-each and 17,982 redeemable preference shares of £1,001 each. The authorised share capital in respect of ordinary shares is GBP 10,000 and the authorised share capital in respect of redeemable preference shares is GBP 17,999,982. The Issuer does not belong to a group of undertakings. The Issuer’s corporate objects as set out in the Issuer’s Memorandum of Articles (article 3) are primarily to carry on business as a general commercial company and as an investment and property company. A copy of the Memorandum of Articles can be inspected during normal business hours at the principal offices of the Paying Agent. The directors hold no other significant positions as directors of other companies.

The company registration number in the Island of Guernsey is 27528.

ACTIVITIES

The investment business of Mount Eden Land Limited is to acquire property investments in the United Kingdom of Great Britain and Northern Ireland for their rental income and their long term capital growth.

The Langham Estate is a c. 2.12m sq ft mixed use prime portfolio spread across 14 acres of London’s West End known as Noho; bordered by Oxford Street to the south, Euston Road to the north, Wells Street to the east and Regent Street to the west.

It represents one of Central London’s great estates and the Issuer has identified opportunities for value enhancement of the Portfolio in the short, medium and long term by:

 Intensive and strategic estate management;

 Restructuring of leasehold interests to release maximum value;

 Refurbishment and development of vacant premises;

 Creating single use properties by active town and country planning negotiations;

 Improvement of tenant profile;

 Aggressive letting policy; and

 Strategic acquisitions.

Income from the Portfolio will be used to make payments of interest and principal on the Notes.

The Issuer does not currently intend to dispose of the Portfolio though in the event that it did the proceeds of such a disposal would be used to redeem the Notes.

FINANCIAL INFORMATION

The financial statements for the years ending 5 April 2013 and 5 April 2014 have been prepared in accordance with UK GAAP and in accordance with The Companies (Guernsey) Law, 2008.

The Issuer's accounting year begins on 6 April and ends on 5 April.

So long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange the audited annual financial statements of the Issuer will be made available at the offices of the Fiscal Agent.

NO MATERIAL ADVERSE CHANGE

There has been no material adverse change in the activities and financial situation of the Issuer since the publication of the Annual Accounts of the Issuer for year ended 5 April 2014.

Description of Property Portfolio

OVERVIEW

The Langham Estate is a c. 2.12 m sq ft mixed use prime portfolio spread across 14 acres of London’s West End known as Noho; bordered by Oxford Street to the south, Euston Road to the north, Wells Street to the east and Regent Street to the west.

Historically the Langham Estate has attracted the majority of its tenants from the fashion industry. However today the area benefits from excellent public transport links including Oxford Circus, Regents Park and Great Portland Street Underground Stations and attracts a diverse range of businesses’. Major occupiers of the Estate include SportsDirect, Avanta Media Village, The Portland Hospital, American Apparel, Hibu UK and Aldo UK.

HISTORY

The boundaries of the current Langham Estate were established when the land inherited by the Howard de Walden Estate from the Earl of Oxford was sold in 1925 to Sir John Ellerman. The estate remained in the ownership of the family until 1973, when part of it was sold to the British Land Company.

The Estate then passed through several owners including Priest Marian Plc, which was taken over by Grovewood Plc in1990. Grovewood was placed into receivership in October 1991 and the estate was then managed by Administrative Receivers until January 1994, when it was acquired by the current owners Mount Eden Land Limited.

PORTFOLIO

The Issuer is the legal owner of the Portfolio, details of which are shown below. The total aggregate net lettable area of the Category ‘A’ properties is around 115,127 square metres. The Portfolio can be analysed as follows:

(a) Category A Properties

There are 91 freehold properties, which are let or available for letting on standard commercial terms with reviews or reversions within five years.

The properties within this category are as follows:

1. 4 Market Place

2. 11-13 Market Place

3. 22 and 23-25 Eastcastle Street

4. 26 Eastcastle Street

5. 27 - 28 Eastcastle Street

6. 10 Great Castle Street

7. Windsor House, 40-41 Great Castle Street

8. Portland House, 4 Great Portland Street

9. 6-10a Great Portland Street

10. 15-17 Great Portland Street & 6-7 Great Castle Street

11. 19-21 Great Portland Street.

12. 20 Great Portland Street

13. Highlight House, 22-24 Great Portland Street

14. 23-25 Great Portland Street & 54-55 Margaret Street

15. 39 Great Portland Street

16. 41 Great Portland Street

17. 42-48 Great Portland Street

18. 45-49 Great Portland Street

19. 50 Great Portland Street

20. 51 Great Portland Street

21. 53 Great Portland Street

22. 76 Great Portland Street

23. 101-105 Great Portland Street

24. 107-113 Great Portland Street

25. Bentinck House, 3-8 Bolsover Street

26. Threeways House, 40-44 Clipstone Street

27. Devonshire House, 1 Devonshire Street

28. Chesterfield House, 385 Euston Road

29. 143-149 Great Portland Street

30. Prospect House, 148-150 Great Portland Street

31. Overland House, 151-153 Great Portland Street

32. Northumberland House, 155-157 Great Portland Street

33. Tennyson House, 159-165 Great Portland Street

34. 167-169 Great Portland Street

35. Devon House, 171-177 Great Portland Street

36. 179-185 Great Portland Street & 84-89 Hallam Street

37. Rossetti House, 205-207 Great Portland Street & 106-110 Hallam Street

38. 212-214 Great Portland Street

39. 216 Great Portland Street & 66 Bolsover Street

40. 234-238 Great Portland Street

41. 244-248 Great Portland Street & 53 Bolsover Street

42. 1 Great Titchfield Street

43. 3 Great Titchfield Street

44. Great Titchfield House, 14-18 Great Titchfield Street

45. Golderbrock House, 15-19 Great Titchfield Street

46. Circus House, 21 Great Titchfield Street

47. Moray House, 23-35 Great Titchfield Street & 63-65 Mortimer Street

48. 56 Great Titchfield Street

49. 58 Great Titchfield Street

50. 131-151 Great Titchfield Street

51. 153 Great Titchfield Street

52. 8-10 Hallam Street

53. 12 Hallam Street (The Hallam Hotel)

54. 14 Hallam Street

55. 16-20 Hallam Street (Astor Court Hotel)*

56. 44 Hallam Street

57. 56-60 Hallam Street

58. Flat 1, 2 Little Portland Street

59. 3/4/4a Little Portland Street

60. 5 Little Portland Street

61. Alexandra House, 6 Little Portland Street

62. 9 Little Portland Street

63. 21 Little Portland Street

64. 22-23 Little Portland Street

65. 9 Margaret Street

66. London House, 9a Margaret Street*

67. Oriel House, 10 Margaret Street

68. Audley House, 12 Margaret Street

69. 13-14 Margaret Street

70. 15-16 Margaret Street

71. 17-18 Margaret Street

72. 19 Margaret Street

73. 20 Margaret Street

74. 25 Margaret Street

75. 47,48 & 50 Margaret Street

76. 51-53 Margaret Street

77. 63-64 Margaret Street

78. 65 Margaret Street

79. 75-77 Margaret Street

80. Sackville House - 78 Margaret Street

81. Kenilworth House - 79-80 Margaret Street

82. 5-6 Bywell Place

83. Radiant House, 34-38 Mortimer Street & 3-4 Bywell Place

84. Gilmoora House, 57-61 Mortimer Street*

85. 67-81 Mortimer Street

86. 93 Mortimer Street & 43 Great Portland Street

87. 53 Wells Street

88. 68 Wells Street

89. Hampden House, 2 Weymouth Street

90. 142-144 Oxford Street

91. 146/148 Oxford Street

92. 150-154 Oxford Street - 50-60 Eastcastle Street

93. Mappin House, 156-162 Oxford Street

Category B Properties

There are 10 freehold properties which are subject to ground leases with reviews and reversions prior to 2060 producing a ground rental income. The properties include:

94. Fitzrovia Hotel, 20-28 Bolsover Street

95. 3-8 Carburton Street

96. De Walden Court,125 -129 Great Portland Street

97. Yalding House, 152-156 Great Portland Street

98. 187-193 Great Portland Street

99. Weymouth Court, 84-89 Hallam Street

100. 2 Little Portland Street

101. Weymouth Court, 1 Weymouth Street

Category C Properties

All other properties in the Portfolio are freehold properties subject to ground leases with reviews and reversions after 2060 producing a ground rental income. These properties include:

102. 19 Bolsover Street, London W1

103 73/74 Bolsover Street, London W1 ((204A Great Portland Street)

104. 104/108 Bolsover Street, London W1

105. 2 Devonshire Street, London W1

106. 16/19 Eastcastle Street & 7/7a, Marylebone Passage, London W1

107. 20 Eastcastle Street, Passage, London W1

108. 21 Eastcastle Street & 5 Marylebone Passage, London W1

109. 33 Eastcastle Street, London W1

110. 41/42 Eastcastle Street, London W1

111. The Green Man Public House, 383 Euston Road, London W1

112. 12 Great Portland Street & 1/3, Great Castle Street, London W1

113. 18 Great Portland Street, London W1

114. 30 Great Portland Street, London W1

115. 38 Great Portland Street & 19 Little Portland Street, London W1

116. 40 Great Portland Street & 7 Little Portland Street, London W1

117. 52 Great Portland Street, London W1

118. 54/56 Great Portland Street, London W1

119. 68 Great Portland Street, London W1

120. 70 Great Portland Street, London W1

121. 72 Great Portland Street, London W1

122. 74 Great Portland Street, London W1

123. 144-146 Great Portland Street, London W1

124. 201/203 Great Portland Street, London W1

125. 206 Great Portland Street

126. 208/210 Great Portland Street &

127. 218 Great Portland Street & 65 Bolsover Street, London W1

128. 220/222 Great Portland Street & 62/64 Bolsover Street, London W1

129. 224/228 Great Portland Street & 59/61 Bolsover Street, London W1

130. Albany Tavern, 204/242 Great Portland Street, London W1

131. 8/10 Great Titchfield Street, London W1

132. Regentcrest Hotel, 155/171 Great Titchfield Street, London W1

133. 10 Little Portland Street, London W1

134. 20 Little Portland Street, London W1

135. 14/16 Little Titchfield Street, London W1

136. 26 Margaret Street, London W1

137. 60/61 Margaret Street, London W1

138. 62 Margaret Street, London W1

139. 66/68 Margaret Street & 5/7 Great Titchfield Street, London W1

140. 69 Margaret Street, London W1

141. 70 Margaret Street, London W1

142. 71 Margaret Street, London W1

143. 72-73 Margaret Street, London W1

144. 74/74a Margaret Street, London W1

145. All Saints House, 81/83 Margaret Street, London W1

146. 86 Margaret Street & 70/71 Wells Street, London W1

147. 5 Market Place, London W1

148. Kent House, 14-17 Market Place, London W1

149. 6 Marylebone Passage, London W1

150. 83 Mortimer Street, London W1

151. 85 Mortimer Street, London W1

152. 87 Mortimer Street, London W1

153. 91 Mortimer Street, London W1

154. 99 Mortimer Street, London W1

155. 134/140 Oxford Street, London W1

156. 184/190 Oxford Street, London W1

157. 192/194 Oxford Street, London W1

158. 196/198 Oxford Street, London W1

159. 200/212 Oxford Street, 2 Great Portland Street & 21/26 Market Place, London W1

160. 16 Riding House Street, London W1

161. 18/22 Riding House Street & 4/12 Little Titchfield Street, London W1

162. 72/74 Wells Street & 8 Marylebone Passage, London W1

163. Castle House & Holyrood Pub, 75/76a Wells Street & 61/62 Eastcastle Street, London W1

164. Winsley House, 78/79 Wells Street, London W1

165. Middelton Buildings, London W1

The Issuer is the legal owner of all Category A, B and C properties, with legal title registered at the Land Registry of the United Kingdom of Great Britain and Northern Ireland.

USE

The Portfolio contains a wide range of other use types including, retail, showrooms, studios, hotels and residential. The Northern part of the Portfolio is characterised by office use with some residential while the Southern part of the Portfolio, particularly between Margaret Street and Oxford Street, contains more mixed commercial uses such as showrooms, restaurants and retail in addition to offices.

TENANTS

The Portfolio has prominent tenants including:

SportsDirect.com Retail Ltd

HCA International Ltd

Avanta Media Village Ltd

American Apparel Ltd

Hibu UK Ltd

Aldo UK Ltd

These significant tenants occupy 19% of the total rent roll of the Portfolio.

TENANT AND PROPERTY PROFILE

The most recent analysis available for tenant profile is shown below:

Langham Estate Management retained existing tenants within 71% of the space that had leases due to expire or had break clauses within the last six years. Tenant retention for June-2014 is shown below:

INCOME ANALYSIS

The Estate generated a gross annual rent as at 1st July 2014 of £41.15m, which equated to an average rent of £34.86 psf.

Since Dec 2011 the gross rent has grown at an annual compound growth rate of 3.55%.

Category A properties £40,995,635

Category B properties £123,016

Category C properties £30,739

LEASE TERMS / LETTING ACTIVITY

The current weighted average lease expiry (WALE) on the estate is 5.23 years; with the average lease terms 10.05 years. This has been done strategically as it allows the estate to be managed in a proactive way and the rents are marked to market much quicker.

The portfolio has a vacancy level of 2.0% (allowing for space under offer). This level of void is ideal for a portfolio such as the Langham Estate as it allows for churn of the tenants who move between different size spaces.

The letting team have been very active throughout the year, completing over 87 transactions (not including temporary lettings) to 1st July 2014.

VALUATION OF PORTFOLIO

CB Richard Ellis Limited completed a valuation dated 30th June 2014, addressed to HSBC Plc as Agent on behalf of the Senior Lenders valuing the estate at £1,042,120,000, reflecting an underlying increase in capital values of 46% since 30th September 2011.

FINANCING

The Issuer has entered into hedging arrangements on part of its term bank loan. Variation in the interest rates in the United Kingdom of Great Britain and Northern Ireland will not, therefore, have a significant impact on the interest obligations of the Issuer in respect of its term bank loan.

The Portfolio continues to benefit from the Town and Country Planning (use classes) Order 1987, permitting use of showrooms for retail premises and many of the former workrooms, studios and light industrial uses that fall within class B 1, as offices without planning consent.

MORTGAGES

The Issuer has granted a legal mortgage over the Portfolio in support of the senior bank debts (see “Capitalisation” below).

INSURANCE

The Issuer insures all the Category A properties under an "All Risks" insurance policy with Aviva Insurance Ltd. This policy includes, building reinstatement, three years loss of rent, engineering insurance, terrorism insurance and public liability insurance. The Category B and Category C properties are insured in accordance with the terms of the individual leases.

LITIGATION

The Issuer is not involved in any significant litigation involving the title of its land and buildings.

CAPITALISATION

The capitalisation of the Issuer as at 5 April 2014 was:

as at 5 April as at 5 April 2014 2013

£ £

Share capital 18,000,002 18,000,002

Senior bank debt 400,000,000 400,000,000

Notes issued 41,000,000 41,000,000

Loan due to related company 12,000,000 12,000,000

Total 471,000,002 471,000,002

The Senior Facility refinance will be for £540 m.

PROPERTY MANAGEMENT

The Portfolio is managed by:

Langham Estate Management Limited

London House

9A Margaret Street, London W1W 8RJ

Langham Estate Management Limited is a company incorporated in England and Wales.

The property manager receives a management fee from the Issuer in connection with the operation and maintenance of the Portfolio. The property manager is responsible for all day to day contact with the tenants, including the issuing of rental demands.