You Must Read the Following Before Continuing
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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering circular attached to this electronic transmission and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, 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 THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER. THE FOLLOWING OFFERING CIRCULAR 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 THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This offering circular has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing the offering circular, you shall be deemed to have confirmed and represented to us that (i) you have understood and agree to the terms set out herein, (ii) you consent to delivery of the preliminary offering circular by electronic transmission, (iii) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia and (iv) if you are a person in the United Kingdom, then you are a person who (A) has professional experience in matters relating to investments or (B) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2001 or a certified high net worth individual within Article 48 of the Financial Services and Markets Act (Financial Promotion) Order 2001. This offering circular has been sent to you in an 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 WHITE CITY PROPERTY FINANCE PLC, BARCLAYS BANK PLC or ABN AMRO BANK N.V., LONDON BRANCH (nor any person who controls any of them respectively nor any director, officer, employee nor agent of any of them respectively nor affiliate of any such person) accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC. WHITE CITY PROPERTY FINANCE PLC (incorporated with limited liability in England and Wales) £364,850,000 5.1202 per cent. Commercial Mortgage Backed Fixed Rate Notes due 2035 Issue Price: 100.002 per cent. unconditionally and irrevocably guaranteed as to scheduled payments of principal and interest pursuant to a financial guarantee issued by MBIA Assurance S.A. (Originally registered on 3 May, 1990 with the Nanterre Register of Trade and Companies. Currently registered with the Paris Register of Trade and Companies under No. B377883293 (98 B 05130)) Admission to Listing Application has been made to the Irish Stock Exchange Limited (the "Irish Stock Exchange") for the £364,850,000 5.1202 per cent. Commercial Mortgage Backed Fixed Rate Notes due 2035 (the "Notes") of White City Property Finance PLC (the "Issuer") to be admitted to the Official List of the Irish Stock Exchange. A copy of this offering circular (this "Offering Circular"), which comprises approved listing particulars with regard to the Issuer and the Notes in accordance with the requirements of the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland (the "Regulations"), has been delivered to the Registrar of Companies in Ireland in accordance with the Regulations. Form of Notes The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global Note"), without coupons, which is expected to be deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear system ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on or about 23 March 2005 (the "Closing Date"). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note in bearer form (the "Permanent Global Note"), without coupons, which will be deposited with the common depositary on or after the first day following the expiry of 40 days after the Closing Date upon certification as to non-US beneficial ownership. Notes in definitive bearer form ("Definitive Notes") will only be issued in the limited circumstances specified in the Permanent Global Note. Note Financial Guarantee The Notes will be unconditionally and irrevocably guaranteed as to scheduled payments of interest and principal (excluding any additional amounts relating to prepayment or acceleration) in respect of the Notes pursuant to a financial guarantee (the "Note Financial Guarantee") to be issued by MBIA Assurance S.A. ("MBIA" or the "Financial Guarantor") as set out in the section entitled "Note Financial Guarantee". Interest on the Notes Interest on the Notes will be payable quarterly in arrear in pounds sterling on the 17th day of January, April, July and October in each year, subject to adjustment for non-business days as described herein (each a "Note Payment Date"). The first Note Payment Date will be the Note Payment Date falling in July, 2005. The Notes will bear interest at a fixed rate of 5.1202 per cent. per annum. Obligation of Issuer Only and Investment in the Notes The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer and, pursuant to the Note Financial Guarantee, MBIA. In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, Barclays Bank PLC ("Barclays") or any other affiliate of Barclays, or of or by the Borrower, the Managers, the Borrower Manager, the Issuer Manager, the Loan Servicer, the Note Trustee, the Issuer Security Trustee, the Borrower Security Trustee, the Corporate Services Provider, the Share Trustee, the Principal Paying Agent, any other Paying Agent, the Agent Bank, the Swap Provider, the BBC, the Issuer Operating Bank or the Borrower Operating Bank (each as defined herein) or any of their respective affiliates and none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes. The Notes will be issued on the Closing Date. The Notes will all be secured by the same security, and will all rank pari passu with and without priority over other Notes. Prior to redemption on the Note Payment Date falling in April, 2035 (the "Maturity Date"), the Notes will be subject to mandatory redemption in certain circumstances. See "Terms and Conditions of the Notes — Redemption and Cancellation". Ratings and Main Terms of Notes The Notes are expected on issue to be assigned the ratings set out in the table below by Moody's Investors Service Inc. ("Moody's"), and Standard and Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. ("S&P" and, together with Moody's, the "Rating Agencies"). The rating to be assigned to the Notes will be based solely upon the financial strength rating of MBIA. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by one or more of the assigning rating organisations. The ratings from the Rating Agencies address the likelihood of timely receipt by any Noteholder of interest and the likelihood of timely receipt by any Noteholder of principal of the Notes. Expected Ratings Initial Principal Amount Rate of Interest Estimated Average Life Maturity Date Issue Price Moody's S&P Aaa AAA £364,850,000 5.1202 per cent. 22.5 years April, 2035 100.002 per cent. No Gross Up If any withholding or deduction for or on account of tax is applicable to payments of interest or principal on the Notes, such payments will be made subject to such withholding or deduction without the Issuer being obliged to pay any additional amounts as a consequence. Risk Factors See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in the Notes. Lead Manager BARCLAYS CAPITAL Co-Manager ABN AMRO The date of this Offering Circular is 22 March, 2005. IMPORTANT NOTICE The Notes will be sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). The Notes will be in bearer form and in denominations of £50,000 and integral multiples of £1000 in excess thereof. The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global Note") without coupons or talons attached.