LISTING MEMORANDUM £7500000 Soho House

LISTING MEMORANDUM £7,500,000

Soho House Bond Limited 9⅛% Senior Secured Notes due 2018 Our Company Guarantees . The notes are fully and unconditionally guaranteed, jointly and severally, by Soho House & Co Limited and certain of our existing We are a fully integrated hospitality company that operates and future subsidiaries. exclusive, private members clubs as well as hotels, restaurants and spas across major metropolitan cities including London, New York, Los Angeles, Miami, Ranking . The notes and the guarantees rank equal in right of Toronto and Berlin. We were founded in London in 1995 with a vision to payment with all of the issuer’s and the guarantors’ existing and future senior create an exclusive social gathering place for like-minded people in the film, indebtedness (subject to the waterfall provisions in the Intercreditor Agreement media and creative industries to network, entertain and/or host private functions in respect of proceeds from the enforcement of collateral), rank senior in right such as meetings, special events and film screenings. As of September 27, of payment to all of the issuer’s and the guarantors’ existing and future 2015, we had over 52,000 members with a global waiting list of over 32,000 subordinated indebtedness and be effectively senior to all of the issuer’s and the potential members and we operated 15 Houses, 30 restaurants, 12 spas and 481 guarantors’ existing and future unsecured indebtedness to the extent of the value hotel rooms across the portfolio. of the collateral securing the notes and the guarantees.

The Notes Security Interest . The notes and the guarantees are secured by security interests as more specifically described under “Description of Notes— Offering . £7,500,000 aggregate principal amount of 9 ⅛% Senior Security.” Under the terms of the intercreditor agreement, in the event of an Secured Notes due 2018 (the “additional notes”). We previously issued enforcement of the collateral, the holders of the notes will receive proceeds £115 million in aggregate principal amount of 9 ⅛% Senior Secured Notes due from the collateral only after obligations under our revolving credit facility and 2018 under an indenture dated September 27, 2013 (the “Base Indenture”) certain hedging obligations have been paid in full. See “Description of Notes— which we refer to in this offering memorandum as the “original notes”. We also Security” and “Description of Notes—Intercreditor Agreement.” previously issued an additional £30 million in aggregate principal amount of 9⅛% Senior Secured Notes due 2018 under the indenture (the “ Base Optional Redemption . On or after October 1, 2015, we may Indenture ”), dated as of September 27, 2013, as supplemented by the first redeem some or all of the notes at a premium that will decrease ratably over supplemental indenture, dated as of May 9, 2014 (the “ First Supplemental time as set forth under “Description of Notes,” plus accrued and unpaid interest, Indenture ”), and the second supplemental indenture, dated as of May 14, 2014 if any, to the date of redemption. (the “ Second Supplemental Indenture ” and, together with the First Supplemental Indenture, the “ Supplemental Indentures ,” and, the Supplemental Indentures Change of Control . If we experience certain kinds of changes of together with the Base Indenture, the “ indenture ”) which we refer to in this control, each holder of the notes will have the right to require the issuer to listing memorandum as the “second issuance notes” and, together with the repurchase all or any part of their notes at an offer price in cash equal to 101% original notes, as the “existing notes”. The additional notes form a part of the of the aggregate principal amount thereof, plus accrued and unpaid interest, if same series as the existing notes. The existing notes and the additional notes are any, to the date of purchase. See “Description of Notes—Repurchase at the treated as a single class for all purposes of the indenture, including without Option of Holders—Change of Control.” limitation, waivers, amendments, redemptions and offers to purchase. The Asset Sale Offer . Upon certain asset sales, the issuer may be additional notes offered have the same CUSIP number as the existing notes. required to use the net proceeds of such sales to repurchase a portion of the The additional notes that have the same CUSIP number as the existing notes are notes at a price in cash equal to 100% of their aggregate principal amount, plus expected to be fungible with the existing notes. The additional notes and the accrued and unpaid interest, if any. See “Description of Notes—Repurchase at existing notes are referred to together as the “notes” unless the context indicates the Option of Holders Asset Sales.” otherwise. No Public Market . The notes will not be registered with the Use of Proceeds . The proceeds of the offering were used or will be Securities and Exchange Commission, and we will not make an offer to used for general corporate purposes and to pay fees and expenses in connection exchange the notes for registered notes not subject to transfer restrictions or with the offering and related transactions. otherwise register the notes for resale under the Securities Act. There is Interest . We will pay interest on the notes at an annual rate of currently no public market for the additional notes. Application has been made 9⅛%, semi-annually on April 1 and October 1 of each year. The first such to list the additional notes on the Official List of the Luxembourg Stock payment on the additional notes will be made on April 1, 2016 and will include Exchange and to have the additional notes traded on the Luxembourg Stock accrued interest on the additional notes since October 1, 2015. Exchange’s Euro MTF Market. The Euro MTF Market is not a regulated market for purposes of the provisions of Directive 2004/39/EC on markets in Maturity . The notes will mature on October 1, 2018. financial instruments. Delivery . Delivery of the notes was made through Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme on December 10, 2015.

Investing in the notes involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 9 of this listing memorandum.

We have not registered nor do we intend to register, the notes or the guarantees under the Securities Act of 1933, as amended (the “Securities Act”), any other federal securities laws or the securities laws of any jurisdiction. See the section entitled “Notice to Investors” and “Plan of Distribution” for additional information about eligible offerees and transfer restrictions.

Issue Price: 100% plus accrued interest, if any, from October 1, 2015

The date of this listing memorandum is February 12, 2016

INDUSTRY AND MARKET DATA

Certain information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to the Group contained in this Listing Memorandum were estimated or derived based on assumptions we deem reasonable and from our own research, surveys or studies conducted by third parties and other industry or general publications. While we believe the Group’s internal estimates to be reasonable, these estimates have not been verified by any independent sources and the Issuer cannot assure you as to their accuracy or the accuracy of the underlying assumptions used to estimate such data. Our estimates involve risks and uncertainties and are subject to change based on various factors. See “Risk Factors” for further discussion.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

Soho House Bond Limited is a private limited company incorporated under the laws of Jersey. All of the officers and certain of the directors named herein reside outside the United States and a substantial portion of the assets of the Company and all or a substantial portion of the assets of such officers and directors are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, the financial information presented in this listing memorandum has been prepared in accordance with generally accepted accounting practices in the U.K. (“U.K. GAAP”).

Our consolidated financial statements for annual periods are typically based on a 52-week or 53-week period and we report annually on a 12-month fiscal period ending on or around December 31. References to “Fiscal 2013” or “Fiscal Year 2013” refer to the 52-week period ending December 29, 2013. References to “Fiscal 2014” or “Fiscal Year 2014” refer to the 52-week period ending December 28, 2014. References to “the First Three Quarters of 2014” refer to the 39-week period ending September 28, 2014. References to “the First Three Quarters of 2015” refer to the 39-week period ending September 27, 2015.

Our consolidated results are reported according to U.K. GAAP. Our annual consolidated financial statements are audited by BDO LLP. The interim financial information disclosed herein for the 39 weeks ended September 27, 2015 and September 28, 2014 were not audited or reviewed by BDO LLP. Monthly management accounts are prepared locally in each region in accordance with group accounting policies and consolidated at our head office in the U.K.

In January 2012, affiliates of The Yucaipa Companies, LLC through a series of transactions acquired approximately 60% of Parent (the ‘‘Acquisition”). Upon the consummation of the Acquisition, Parent replaced Abertarff Limited (our “predecessor”) as the ultimate parent of Soho House & Co. The consolidated financial statements for Parent are produced on an annual and quarterly basis.

The issuer was formed on December 21, 2012. The issuer is a holding company which is wholly owned by Parent. See “Summary—Organisational Structure.” The issuer is not required under Jersey company law to prepare financial statements and accordingly we do not present in this listing memorandum any financial information or financial statements of the issuer for the periods presented.

Comparability of Financial Information

We have one business that is viewed as a separate class of business with different revenue and margin profiles to the core hospitality business: In House Build and Design. In House Build and Design undertakes construction and design projects for external third-party contracts. In the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations,” In House Build and Design is considered separately from the core hospitality business.

In March 2015, we disposed of 50% of our stake in our Pizza East, Chicken Shop and Dirty Burger restaurants. After this disposal our share of the profit or loss of these ventures has been recognised in our Consolidated Profit and Loss Account under the “Share of Joint Venture operating profit/(loss)” line item and will be accounted for using the equity method.

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and the related as adjusted credit statistics presented in this listing memorandum are supplemental measures of our performance and our ability to service debt that are not required by or presented in accordance with U.K. GAAP or U.S. GAAP. They are not measurements of our financial performance under U.K. GAAP or U.S. GAAP and should not be considered as alternatives to profit (loss) or any other performance measures derived in accordance with U.K. GAAP or U.S. GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Invested capital as presented in this listing memorandum is also supplemental measure of our capitalisation and is not required by or presented in accordance with U.K. GAAP or U.S. GAAP. Invested capital should not be considered as an alternative to shareholders’ funds or any other capitalisation measures derived in accordance with U.K. GAAP or U.S. GAAP.

For purposes of this listing memorandum, EBITDA represents profit (loss) for the financial period after adding back minority interest, tax charge/(credit) on loss on ordinary activities, interest payable and similar charges, other interest receivable and similar income, loss on disposal of fixed assets, share of operating loss in joint venture, exceptional items, exceptional items—pre-opening costs, depreciation and amortisation and foreign exchange. Adjusted EBITDA represents EBITDA adding back the net cash impact of the difference between rent savings and the additional interest expense for the Soho Beach House property acquisition and refurbished property normalizations. The definition of Adjusted EBITDA used in the sections of this listing memorandum entitled “Presentation of Financial Information” and “Summary” differs from the definition used for such term in the September 2015 Quarterly Report included elsewhere in this listing memorandum. For additional details, see “September 2015 Quarterly Report.” Invested capital represents the sum of called up share capital, shareholder capital contributions and long-term, non-interest bearing shareholder loan notes as presented in our consolidated balance sheets. Our measurement of EBITDA, Adjusted EBITDA and the ratios related thereto and invested capital may not be comparable to similarly titled measures of other companies and are not measures of performance calculated in accordance with U.K. GAAP. We have included information concerning EBITDA, Adjusted EBITDA and the related ratios in this listing memorandum because we believe that such information is helpful to investors and financial analysts in highlighting trends in our overall business because the items excluded have less relevance to our day to day operating performance and are useful as measures of a company’s historical ability to service debt. We have included such information because we believe that such information is helpful to investors and financial analysts in indicating investment by our shareholders. We believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of high yield issuers. Our presentation of EBITDA, Adjusted EBITDA and invested capital should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

EBITDA, Adjusted EBITDA and invested capital have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our operating results or cash flows as reported under U.K. GAAP. Some of these limitations are:

• they do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• they do not reflect changes in, or cash requirements for, our working capital needs;

• they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

• they are not adjusted for all non-cash income or expense items that are reflected in our financial statements; and

• other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA, Adjusted EBITDA and invested capital should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.K. GAAP results and using EBITDA, Adjusted EBITDA and invested capital only for supplemental purposes. Please see the consolidated financial statements contained elsewhere in this listing memorandum.

Certain Defined Terms

In this Listing Memorandum, unless the context requires otherwise: • “Abertarff” or our “predecessor” means Abertarff Limited, a Jersey registered company and the ultimate parent of Soho House & Co prior to the Acquisition. • “Acquisition” means the acquisition of approximately 59% ownership of Abertarff Limited (our “predecessor”) by affiliates at The Yucaipa Companies, LLC on January 13, 2012. • “Core turnover” consists of (i) food and beverage and related services provided to customers, (ii) membership fees, (iii) sale of accommodations and related services provided to hotel customers and (iv) turnover generated from Cowshed and other spas and boutiques and distribution of beauty products. 1 • “Existing Notes” means the £115,000,000 in aggregate principal amount of 9 ⁄8% Senior Secured Notes due 2018 issued on September 27, 2013 and the £30,000,000 aggregate principal amount of 1 9 ⁄8% Senior Secured Notes due 2018 issued on May 14, 2014, in each case pursuant to the indenture dated September 27, 2013. • “First Three Quarters of 2014” means the 39-week period ending September 28, 2014. • “First Three Quarters of 2015” means the 39-week period ending September 27, 2015. • “Fiscal Year 2013” means the 52-week period ended December 29, 2013. • “Fiscal Year 2014” means the 52-week period ended on December 28, 2014. • “Houses” means the private members clubs we operate. Each individual House is defined as per the below (in order of opening): • “Soho House ” refers to the House located at 40 Greek Street, London W1D 4EB, England which opened in 1995. See “Business—Offerings Overview—The Houses—Soho House .” • “Babington House ” refers to the House located in Somerset BA11 3RW, England which opened in 1998. See “Business—Offerings Overview—The Houses—Babington House .” • “Electric House ” refers to the House located at 191 Portobello Road, London W11 2ED, England which opened in 2002. See “Business—Offerings Overview—The Houses— Electric House .” • “Soho House New York ” refers to the House located at 29-35 Ninth Ave, New York, New York 10014, United States which opened in 2003. See “Business—Offerings Overview— The Houses—Soho House New York .” • “High Road House ” refers to the House located at 162-170 Chiswick Hiagh Road, London, W4 1PR England which opened in 2006. See “Business—Offerings Overview—The Houses—High Road House .”

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• “Shoreditch House ” refers to the House located at 1 Ebor Street, London E16AW, England which opened in 2007. See “Business—Offerings Overview—The Houses—Shoreditch House .” • “Soho House West Hollywood ” refers to the House located at 9200 Sunset Boulevard, West Hollywood, California 90069, United States which opened in 2010. See “Business— Offerings Overview—The Houses—Soho House West Hollywood .” • “Soho House Berlin ” refers to the House located at Torstraße 1, 10119 Berlin, Germany which opened in 2010. See “Business—Offerings Overview—The Houses—Soho House Berlin .” • “Soho Beach House ” refers to the House located at 4385 Collins Ave, Miami Beach, Florida 33140, United States which opened in 2010. See “Business—Offerings Overview—The Houses—Soho Beach House .” • “Little House Mayfair ” refers to the House located at 2 Queen Street, London, W1J 5PA, England which opened in 2012. See “Business—Offerings Overview—The Houses—Little House Mayfair .” • “Soho House Toronto ” refers to the House located at 192 Adelaide St W, Toronto, Ontario M5H 0A4, Canada which opened in 2012. See “Business—Offerings Overview—The Houses—Soho House Toronto .” • “Soho House Chicago ” refers to the House located at 113 N Green St, Chicago, Illinois 60607, United States which opened in 2014. See “Business—Offerings Overview—The Houses—Soho House Chicago .” • “Soho House Istanbul ” refers to the House located at EVLIYA ÇELEBI MAHALLESI ME ŞRUTIYET CAD. NO:56, 34430 Beyo ğlu/ İstanbul, Turkey which opened in 2015. See “Business—Offerings Overview—The Houses—Soho House Istanbul. ” • “76 Dean Street ” refers to the House located at 76 Dean St, London W1D, United Kingdom which opened in 2015. See “Business—Offerings Overview—The Houses—76 Dean Street. ” • “Farmhouse ” refers to the House located at 1 Tracey Farm Cottages, Great Tew, Chipping Norton OX7 4JS which opened in 2015. See “Business—Offerings Overview—The Houses—Farmhouse. ” • “Soho House Ludlow ” refers to the House we expect to open in 2016 in the Lower East Side of New York City. See “Business—Planned Expansion—New Houses—Soho House Ludlow . • In House Build and Design refers to In House Build Limited, a UK registered company that manages all of our construction and design projects for external third-party contracts and accounts for our non-core turnover. • “intercreditor agreement” means the intercreditor agreement entered into on September 27, 2013, which governs the relationship of holders of the notes and lenders under the revolving credit facility. • “Issuer”, “issuer” or “Soho House Bond Ltd” means Soho House Bond Limited, a private limited company incorporated under the laws of Jersey. • “issue date” or “Issue Date” means December 10, 2015. • “Miami Acquisition” refers to the $81.5 million freehold property acquisition during March 2014 in Miami, Florida. For additional information see “Description of Certain Financing Arrangements— Other Existing Indebtedness—Miami Debt”. • “Miami Debt” refers to a $55.0 million mortgage loan agreement and a $12.0 million mezzanine agreement with Ladder Capital incurred, and $15.0 million of redeemable preference shares issued, in connection with the Miami Acquisition. For additional information see “Description of Certain Financing Arrangements—Other Existing Indebtedness—Miami Debt”. • “Non-core turnover” is from In House Build and Design and consists of revenue from construction and design projects for external third-party contracts .

• “Note Purchasers” refers to the purchasers of the notes under the purchase agreement dated December 10, 2015. • “Parent” means Soho House & Co Limited ( formerly Soho House Group Limited and formerly BN TopCo Limited), a Jersey registered company and the direct parent of the Issuer. • “payback period” means the period required for repayment in full of the cash investment in a new property, including, but not limited to, capital expenditures, fixtures, fittings, operating and service equipment and pre-opening costs. • “Pounds sterling” or “£” means British pounds sterling, the lawful currency of the U.K. • “Revolving credit facility” means the revolving credit facility we entered into with Barclays Bank PLC on September 27, 2013. • “Security Agent” means Wells Fargo Trust Corporation Limited as security agent under the, the Security Documents, the Indenture and the Intercreditor Agreement. • “Soho House & Co,” “we,” “us,” “our”, “Company” and the “Group” means (x) for the periods prior to the Acquisition, Abertarff Limited and its subsidiaries and (y) from and after the Acquisition, Soho House & Co Limited ( formerly Soho House Group Limited and formerly BN TopCo Limited) and its subsidiaries, unless the context otherwise requires. • “Soho House Group” means (x) for the periods prior to the Acquisition, SHG Acquisition Limited and its subsidiaries, (y) from the Acquisition and prior to November 11, 2015, Soho House Group Limited ( formerly BN TopCo Limited) and its subsidiaries and (z) from and after November 11, 2015, Soho House & Co and its subsidiaries, unless the context otherwise requires. • “Soho House Toronto joint venture” means the Company’s investment in the Soho House Toronto joint venture, entered into in 2012. • “Trustee” means Wells Fargo Bank, National Association, as trustee under the Indenture. • “Turnover” means revenue or sales. • “U.K.” means the United Kingdom of Great Britain and Northern Ireland. • “U.K. GAAP” means generally accepted accounting practices in the U.K. • “U.S.” means the United States of America (including the States and the District of Columbia), its territories, possessions and all other areas subject to its jurisdiction. • “U.S. GAAP” means generally accepted accounting principles in the U.S.

CURRENCY TRANSLATION

The following tables set forth, for the periods indicated, the high, low, period average and period end exchange rates between the Pound sterling and U.S. dollar, as published by Bloomberg, expressed in U.S. dollars per £1.00. The rates may differ from the actual rates used in the preparation of the consolidated financial statements and other financial information appearing in this Listing Memorandum. We make no representation that the Pound sterling or U.S. dollar amounts referred to in this Listing Memorandum have been, could have been or could, in the future, be converted to Pounds sterling or U.S. dollars, as the case may be, at any particular rate, or at all. On September 16, 2015, the exchange rate between Pounds sterling and U.S. dollars, as published by Bloomberg was $1.5500 per Pound sterling.

U.S. dollars per £1.00

Period Period Year High Low Average (1) End

2015 ...... 1.5872 1.4654 1.5283 1.4734 2014 ...... 1.7166 1.5517 1.6475 1.5577 2013 ...... 1.6557 1.4867 1.5649 1.6557 2012 ...... 1.6279 1.5318 1.5852 1.6255 2011 ...... 1.6707 1.5343 1.6041 1.5543 2010 ...... 1.6362 1.4334 1.5452 1.5612 Month

U.S. dollars per £1.00

Period Period Year High Low Average (1) End

January 2016 ...... 1.4747 1.4183 1.4408 1.4223 February 2016 (through February 3, 2016 ) ...... 1.4579 1.4387 1.4459 1.4579

(1) The period average for the years 2010 to 2015 represents the average exchange rates on the last business day of each month during the relevant period, and with respect to monthly information, the average exchange rates on each business day for the relevant period.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This listing memorandum contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend,” “understands,” or similar expressions and the negative of such words and expressions, although not all forward-looking statements contain such words or expressions.

Forward-looking statements are only predictions and are not guarantees of performance. These statements generally relate to our plans, objectives and expectations for future operations and are based on management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate, which could cause actual results that differ materially from those contained in any forward-looking statement. Forward-looking statements also involve risks and uncertainties. Many of these factors are beyond our ability to control or predict and such incurrence could be material. Such factors include, but are not limited to, the following:

• general economic factors;

• our existing indebtedness;

• the restrictive covenants in our debt instruments;

• conditions in the global financial markets and economy generally;

• our ability to compete effectively;

• diminution of the value of our name, image and brands;

• failure to protect our trademarks;

• infringement or misappropriation of third party proprietary rights;

• incurrence of net losses;

• the geographic concentration of our properties in a limited number of cities;

• our ability to expand into new and existing markets and develop complementary concepts and product lines;

• exposure to the risks of a global market;

• our high fixed costs;

• labour shortages or increases in labour costs;

• loss of key personnel;

• failure to comply with regulatory requirements;

• the termination or loss of a lease;

• the use of joint ventures or other entities;

• failure to comply with environmental, health and safety laws; and

• the other factors discussed under “Risk Factors” beginning on page 9.

Although we believe the forward-looking statements in this listing memorandum are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Further, forward-looking statements speak only as of the date of this listing memorandum and we do not undertake any obligation to update publicly any such statements.

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SUMMARY

This summary highlights important information about our business and this offering. It does not include all of the information you should consider before investing in the notes. Please review this listing memorandum in its entirety, including the section entitled “Risk Factors” and our consolidated financial statements and the related notes, before you decide to invest. Unless the context otherwise requires, references in this listing memorandum to “Soho House & Co,” “we,” “our,” “us,” and the “Company” refer to SHG Acquisition Limited and its subsidiaries for the periods prior to the Acquisition and to Soho House & Co Limited (formerly Soho House Group Limited and formerly BN TopCo Limited) and its subsidiaries from and after the Acquisition; references to “Parent” refer to Soho House & Co Limited (formerly Soho House Group Limited and formerly BN TopCo Limited), but not to any of its subsidiaries; and references to the “Issuer” or the “issuer” refer to Soho House Bond Limited, but not to any of its subsidiaries.

Our Company

We are a fully integrated hospitality company that operates exclusive, private members clubs (“Houses”) as well as hotels, restaurants and spas across major metropolitan cities including London, New York, Los Angeles, Miami, Chicago, Toronto, Berlin and Istanbul. We were founded in London in 1995 with a vision to create an exclusive social gathering place for like-minded people in the film, media and creative industries to interweave their social and professional networks, entertain and/or host private functions such as meetings, special events and film screenings. We have since grown to be what we believe is the largest global hospitality membership in the world that primarily serves the creative industries and is comprised of a substantial, loyal and longstanding membership base. Compared to traditional public clubs and branded hotels, our properties provide members and guests with a special membership experience complemented by highly personalized customer service. Our focus is to create comfortable, generous spaces combining interesting architecture and tasteful, relaxed furnishings that elicit a home away from home atmosphere for our members along with the assurance of utmost privacy. As a result, we have built and maintained an exclusive membership, which often includes A-list celebrity clients, and have cultivated a brand that is associated with exclusivity, privacy, creativity, service and style. As of September 27, 2015, we had over 52,000 members with a global waiting list of over 32,000 potential members and we operated 15 Houses, 30 restaurants, 12 spas and 481 hotel rooms across the portfolio.

Access to our Houses is reserved exclusively for members and a select number of their guests as well as our hotel guests during their stay. Membership is highly selective as the application process is designed to determine whether applicants will be compatible with “House culture.” We offer two primary types of membership: access to an individual local House (“Local House Membership”) or access to all of our Houses globally (“Every House Membership”). Local House Membership fees range from £400 to £1,275 annually and Every House Membership fees range from £800 to £1,785 annually, with membership fees accounting for 31.9% of our turnover for the Fiscal Year 2014. As of September 27, 2015, 70% of our members had an Every House Membership, and we believe this percentage will continue to grow as we open additional Houses globally. We maintain a stable, supportive and loyal membership base with low attrition (less than 3.0% per annum over the last three years). In addition, our extensive global waiting list of over 32,000 potential members enables us to control our growth based upon the usage of Houses.

Our members have access to an active calendar of special events and experiences such as film screenings and lectures that specifically cater to each of our Houses. We are able to offer special events as a result of our key partnerships with influential film houses, record labels and festivals that include the Toronto and Berlin Film Festivals , the Academy Awards and BAFTA Awards , Frieze , London’s Royal Academy of Art , Universal Music Group , Grammy Awards , GQ Magazine and Sundance , and we host several “pop-up” events featuring top talent throughout the year that are primarily sold to members.

To complement our Houses and membership experience, we have created a specialised and targeted portfolio of properties through the addition and integration of boutique hotels, restaurants and spas. As of September 27, 2015, we operated eleven boutique hotels comprised of 481 rooms across our global portfolio and have an average occupancy of over 90% for all recent periods. Additionally, as of September 27, 2015, we owned and operated a portfolio of 30 restaurants offering a range of cuisine from classic Italian to modern British. Our range of restaurant concepts from fine dining to fast casual dining include Café Boheme , High Road House Brasserie , Cecconi’s , Chicken Shop , Dirty Burger, Pizza East, Hoxton Grill and The Allis . Several of our restaurants are co-located with our Houses but all are open to the public. We also offer a wide range of upscale spa services. Our Cowshed brand consists of 11 spas and boutiques, often located in or adjacent to our Houses.

Cowshed spa products are also sold through luxury retailers in the U.K. and the U.S. and are available online for global delivery.

Summary of Houses

Set forth below is a summary of certain (unaudited) information related to our Houses.

Members Service Offerings as of Year September No. Hotel Public Screening House Opened 27, 2015 Rooms Cowshed Restaurant Gym Pool Room

Soho House 1995 7,774 39 Babington House 1998 2,531 33 Electric House 2002 2,688 — Soho House New York 2003 7,020 30 High Road House 2006 1,885 14 Shoreditch House 2007 6,154 26 Soho House West Hollywood 2010 4,442 — Soho House Berlin 2010 5,365 89 Soho Beach House 2010 3,595 50 Little House, Mayfair 2012 986 4 Soho House Toronto 2012 2,736 — Soho House Chicago 2014 3,603 40 Soho House Istanbul (3 ) 2015 2,563 87 (1 ) 76 Dean Street 2015 — — (2 ) Farmhouse 2015 1,179 69

(1) 76 Dean Street has a joint membership policy with Soho House , such that all members of Soho House are members of 76 Dean Street . 76 Dean Street does not have its own standalone membership base. (2) Includes a four-bedroom cottage and a seven-bedroom farmhouse. (3) Soho House Istanbul is operated under a management contract.

Organisational Structure

The chart below summarises our corporate structure. The chart does not include all of our subsidiaries, or all of the debt obligations of our subsidiaries. Unless otherwise indicated, the entities included in the summarised structure below are directly or indirectly wholly-owned by Soho House & Co Limited.

Shareholders (1) Guarantors Non -Guarantors

Soho House Group Limited (Jersey) (“ Parent ”)

100%

Soho House Bond Additional Limited (Jersey ) notes offered Restricted Group (“ Issuer ”) hereby (1)

100% 100%

BN MidCo Limited US AcquireCo, Inc .

(Jersey ) (Delaware )

100% 100%

BN AcquireCo Soho House U.S. Corp Limited (Delaware ) (Jersey ) 100% 100%

Abertarff Limited Soho House LLC (Delaware ) (Jersey )

100%

100% 100% SHG Acquisition (UK ) Limited (UK ) U.S. Guarantor U.S. Non- 100% (4)(5) Guarantor Subsidiaries Subsidiaries (2)

Soho House Limited (UK )

100% 100% Joint Non-U.S. Non- Ventures Non-U.S. Guarantor Guarantor (3)(5) Subsidiaries Subsidiaries

(1) The issuance will comprise £7.5 million of senior secured notes due 2018 (the “ additional notes”). The additional notes offered hereby will be senior debt of the Issuer ranking pari passu in right of payment with all existing and future senior indebtedness and senior to all subordinated indebtedness of the Issuer. The additional notes will be structurally subordinated to all existing and future obligations and other liabilities of our subsidiaries that are not Guarantors. The additional notes will be secured by the collateral as described in “Description of Notes—Security”.

(2) In March 2014, the Group acquired full ownership of the Soho Beach House property in Miami through the Miami Acquisition involving a mezzanine loan and term loan entered into by special purpose subsidiaries and the issuance of preference shares. The mezzanine loan and term loan provided financing in aggregate principal amounts of $12.0 million and $55.0 million, respectively and are secured over the Soho Beach House assets. See “Description of Certain Financing Arrangements—Other Existing Indebtedness— Miami Debt.” (3) The Non-U.S. operating subsidiaries that will guarantee the Additional notes are: Soho House UK Limited, Cowshed Products Limited, Soho House Properties Limited, and Soho House Berlin GmbH. (4) The U.S. operating subsidiaries that guarantee the additional notes are: Soho House West Hollywood LLC and Soho House New York LLC. (5) The additional notes and the revolving credit facility are each guaranteed on a senior basis by the Guarantors. The Guarantees will be subject to contractual and legal limitations and may be released under certain circumstances. See “Risk Factors—Risks Related to the Notes and Our Structure—There are circumstances other than repayment or discharge of the Additional notes under which the collateral securing the additional notes and guarantees will be released automatically, without holders’ consent or the consent of the trustee under the Indenture governing the additional notes,” “Description of Notes—Guarantees” and “Description of Notes—Certain Covenants—Limitation on Indebtedness”.

Use of Proceeds

The proceeds of the offering will be used to:

• Fund general corporate purposes; and

• Pay all fees and expenses in connection with the offering and related transactions.

Recent Developments

New House projects undertaken during 2015 include the opening of (i) Soho House Istanbul in Istanbul, Turkey, which encompasses 87 hotel rooms and has spaces for all-day eating, drinking and meeting, (ii) 76 Dean Street in London, England, a former Georgian townhouse, which encompasses a screening room, seven bars and an external courtyard and (iii) Farmhouse , in Oxfordshire, England, a 100 acre site which encompasses a club, spa and individual cabin style lodges. Disciplined new House growth is a key element of our growth strategy and we maintain an extensive pipeline of attractive locations for prospective Houses, hotels, restaurants, spas and co-working spaces.

Construction continues on Soho House Ludlow, located in the Lower East Side neighborhood of New York City, which is anticipated to open in April 2016. Whilst we will operate the club, the investment in the property interest is held through a joint venture in which we have a 33.33% equity interest. Construction also continues on Soho House Barcelona which is due to open in Summer 2016. The club will have 60 bedrooms, screening room, Cowshed, gym, public restaurant and rooftop pool.

We have also recently purchased a site at 1000 Santa Fe Avenue to be our second club in Los Angeles and will be known as Soho Warehouse LA. Situated in the Arts District, the club, which will take 14 months to build, will enhance what is already a burgeoning area for the creative industries.

The first Soho Works co-working space opened in Shoreditch, London in November 2015. The 16,000 sq ft space offers 24/7 co-working facilities for individuals and businesses in a combination of open plan and private offices.

On 20 March 2015, the Group sold a 50% stake in the Pizza East, Chicken Shop and Dirty Burger casual dining restaurant brands to a private investor. The sale agreement relates to the three existing brands in all territories, excluding the Americas. The disposal values the restaurant brands at an enterprise value of £33 million. In addition, Soho House & Co and the investor have each agreed to provide £5 million funding in the near term to accelerate the roll-out of the three restaurant brands. The new joint venture will also be offered the opportunity to invest in new casual dining restaurant concepts created by Soho House. The roll-out of the casual dining restaurant brands continues to accelerate with five new openings since the transaction and a further two due to open before the end of 2015.

Our Sponsor

The Yucaipa Companies, LLC (“Yucaipa”) is a premier investment firm that has established a record of fostering economic value through the growth and responsible development of companies. Founded in 1986 by Ron Burkle, the firm has completed mergers and acquisitions valued at more than $30 billion. As an investor, Yucaipa works with management to strategically reposition businesses and implement operational improvements, resulting in value creation for investors.

Yucaipa manages a substantial portfolio of hospitality-related assets with dedicated available resources to improve the operating performance of its investments. Currently directly and through its investment platforms, Yucaipa’s hospitality portfolio includes approximately 50 properties totaling over 4,700 rooms across the U.S. and Europe. Yucaipa remains active in the hospitality space, continues to grow these platforms and seeks new ways to leverage its investment and operating expertise to improve the value of its hotel assets.

Yucaipa purchased 58.9% of the equity interests of Soho House & Co in January 2012 from Nick Jones and Richard Caring.

Yucaipa’s principal business address is 9310 W. Sunset Blvd., Los Angeles, CA 90069.

Corporate Information

The ultimate holding company for Soho House & Co is Soho House & Co Limited ( formerly Soho House Group Limited and formerly BN TopCo Limited), a Jersey registered private limited company with registered number 109634 and a registered office at 44 Esplanade, St. Helier, Jersey JE4 9WG. Soho House & Co’s principal offices are located at 72-74 Dean Street, London, W1D 3SG United Kingdom. Our telephone number is +44 (0) 20 7851 2300 and our website is www.sohohouse.com. Information on, or accessible through, our website is not part of this Listing Memorandum, nor is such content incorporated by reference herein.

The Issuer was incorporated on December 21, 2012 as a private limited company under the laws of Jersey, with a registered number 112133 and a registered office at 44 Esplanade, St Helier, Jersey, JE4 9WG.

THE OFFERING

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The section entitled “Description of Notes” in this listing memorandum contains a more detailed description of the terms and conditions of the notes and the indenture governing the notes.

Issuer ...... Soho House Bond Limited, a private limited company incorporated under the laws of Jersey. Notes Issued ...... £7,5 00,000 aggregate principal amount of 9 ⅛% Senior Secured Notes due 2018. We issued £115 million aggregate principal amount of the original notes on September 27, 2013 and issued £30 million aggregate principal amount of the additional notes on May 14, 2014. The additional notes offered hereby and the existing notes will be treated as a single class for all purposes under this indenture, including, without limitation, waivers, amendments, redemptions and other offers to purchase. Maturity Date ...... October 1, 2018. All principal will be paid at maturity. Offering Price ...... 100 % plus accrued interest from October 1, 2015 to the date of delivery. Interest Rate ...... We will pay interest in cash on the notes at an annual rate of 9 ⅛%. Interest Payment Dates ...... We will make interest payments on the notes semi -annually, in arrears, on April 1 and October 1 of each year, commencing on April 1, 2016 for the additional notes. Use of Proceeds ...... The proceeds from the sale of the additional notes will be used for general corporate purposes and to pay fees and expenses in connection with the offering and related transactions. CUSIP Numbers ...... On the issue date, the additional notes offered hereby will have the same CUSIP number as the existing notes. Guarantees ...... The notes are fully and unconditionally guaranteed, jointly and severally, by Soho House & Co Limited (“Parent”) and certain of our existing and future subsidiaries. See “Description of Notes—Note Guarantees.” Not all of our subsidiaries are Guarantors. For the 39 weeks ended September 27, 2015, our subsidiaries that will be non-guarantor Subsidiaries generated 17 % of consolidated turnover and 15 % of consolidated EBITDA and held 27% of consolidated total assets. Security Interest ...... The notes and the guarantees are secured by security interests as more specifically described under “Description of Notes—Security.” Under the terms of the intercreditor agreement, in the event of an enforcement of the

collateral, holders of the notes will receive proceeds from the collateral only after obligations under our revolving credit facility and certain hedging obligations have been paid in full. See “Description of Notes— Security” and “Description of Notes—Intercreditor Agreement.” Intercreditor Agreement ...... In connection with the issuance of the original notes and our entry into the revolving credit facility, we entered into an intercreditor agreement, which governs the relationship of holders of the notes and the lenders under the revolving credit facility and certain hedging obligations and pari passu obligations with respect to the collateral and certain other matters. See “Description of Notes—Intercreditor Agreement.” Proceeds from enforcement of the collateral must be applied (subject to certain limited exceptions) in discharging the revolving credit facility and certain hedging obligations in priority to discharging payments in respect of the notes and any pari passu obligations. Ranking ...... The notes and the guarantees are: • general obligations of the issuer and the guarantors; • pari passu in right of payment with all of the issuer’s and the guarantors’ existing and future senior indebtedness (including our revolving credit facility), subject to the waterfall provisions in the intercreditor agreement in respect of proceeds from the enforcement of collateral; • senior in right of payment to existing or future subordinated indebtedness of the issuer or the guarantors; • secured as set forth under “Description of Notes—Security”; • effectively senior to all of the issuer’s and the guarantors’ existing and future unsecured indebtedness to the extent of the value of the collateral securing the notes and the guarantees; and • structurally subordinated to all existing and future indebtedness and other liabilities of the issuer’s non-guarantor subsidiaries. Under the terms of the intercreditor agreement, the holders of the notes will receive proceeds from the enforcement of the collateral only after (i) certain costs and expenses of, amongst others, the collateral agent and the trustee, (ii) (subject to certain limited exceptions) the lenders under our revolving credit facility and (iii) counterparties to certain hedging obligations, have been paid in full as set forth under “Description of Notes—Intercreditor Agreement”. Optional Redemption ...... On or after October 1, 2015, we may, at our option, redeem some or all of the notes at a premium that will decrease ratably over time as set forth under “Description of Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption. See “Description of Notes—Optional Redemption.” Optional Redemption for Tax In the event of certain developments af fecting taxation we may redeem Reasons ...... the notes in whole, but not in part, at any time upon giving prior notice, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to the date of redemption. See “Description of Notes—Redemption for Changes in Taxes.” Additional Amounts ...... All payments made by us in respect of the notes or by any of the guarantors in respect of the guarantees will be made without withholding or deduction for any taxes or other governmental charges, except to the extent required by law. If withholding or deduction is required by law in any tax jurisdiction, subject to certain exceptions, we (or the guarantor, as appropriate) will pay additional amounts so that the net amount each holder of the notes receives is no less than the holder would have received in the absence of such withholding or deduction. See “Description of Notes—Additional Amounts”. Change of Control Offer ...... If we experience certain kinds of changes of cont rol (as defined in the indenture governing the notes), the holders of the notes will have the right to require the issuer to purchase all or a portion of their notes at an offer price in cash equal to 101% of the aggregate principal amount thereof,

plus ac crued and unpaid interest, if any, to the date of purchase. See “Description of Notes—Repurchase at the Option of Holders Change of Control.” Asset Sale Offer ...... Upon certain asset sales, the issuer may be required to offer to use the net proceeds of an asset sale to purchase the notes at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of Notes—Repurchase at the Option of Holders—Asset Sales.” Covenants ...... The indenture go verning the notes contains covenants that limit the ability of the issuer and the ability of its restricted subsidiaries to, among other things: transfer or sell assets or use asset sale proceeds; pay dividends or make distributions, redeem subordinate d debt or make other restricted payments; make certain investments; • incur or guarantee additional debt or issue preferred equity securities; • issue or sell capital stock of certain subsidiaries; • create or incur certain liens on our assets; • incur dividend or other payment restrictions affecting the issuer’s restricted subsidiaries; • merge, consolidate or transfer all or substantially all of our assets; • enter into certain transactions with affiliates; • engage in a business other than a business that is the same or similar to our current business and reasonably related businesses; and • take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the notes. • The obligations of Parent are also limited pursuant to a passive holding company covenant. These covenants are subject to a number of important exceptions and qualifications and are described in more detail in “Description of Notes—Certain Covenants.” Transfer Restrictions; No • The notes are subject to restrictions on transfer and resale and Registration Rights ...... may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act. See “Plan of Distribution” and “Notice to Investors.” • We have not registered the notes under the Securities Act or the securities laws of any other jurisdiction. We will not be required to, nor will we, register the notes for resale under the Securities Act or to offer to exchange the notes for notes registered under the Securities Act or the securities laws of any other jurisdiction. As a result, we will not be subject to the reporting requirements of the Exchange Act, and holders of the notes will only be entitled to receive the information about us specified under “Description of Notes—Reports” and “Available Information.” Listing ...... Application has been made to list the additional notes on the Official List of the Luxembourg Stock Exchange and to have the additional notes traded on the Luxembourg Stock Exchange’s Euro MTF Market. The Euro MTF Market is not a regulated market for purposes of the provisions of Directive 2004/39/EC. Governing Law ...... The notes and the indenture governing the Notes and the Guarantees are governed by New York law. The intercreditor agreement is governed by English law. Risk Factors ...... You should consider carefully all of the information set forth in this listing memorandum and, in particular, you should evaluate the risks described under “Risk Factors.”

For more information about the notes, see “Description of Notes” in this listing memorandum.

RISK FACTORS

An investment in the notes involves a number of risks. You should carefully consider each of the risks described below, as well as the other information presented in this listing memorandum, in evaluating us, our business and an investment in the notes. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we deem immaterial, could materially adversely affect our business, financial condition, results of operations and cash flows or cause the value of the notes to decline. We cannot assure you that any of the events discussed in the risk factors below will not occur, and if such events do occur you may lose all or part of your investment in the notes.

Risks Related to Our Business and Our Industry

Changes in consumer discretionary spending and general economic factors may adversely affect our results of operations.

We believe our profitability is correlated to discretionary spending, which is influenced by general economic conditions, and the availability of discretionary income and consumer confidence. National, regional and local economic conditions can adversely affect disposable consumer income and consumer confidence. Economic conditions remain volatile, especially in Europe. As a result, our members and other guests may have lower disposable income and reduce the frequency with which they dine out or travel or may choose more inexpensive restaurants, lower cost hotels or otherwise reduce the costs or frequency of their travel and leisure activities in the future. Even an uncertain economic outlook may adversely affect consumer spending in our hospitality operations, as consumers spend less in anticipation of a potential prolonged economic downturn. Unfavourable changes in these factors or in other economic conditions affecting our members and guests could reduce spending in some or all of our properties, impose practical limits on our pricing and increase our costs. Any of these factors could lower our profit margins and have a material adverse effect on our results of operations.

We have substantial debt, and we may incur additional indebtedness, which may negatively affect our business and financial results.

Our substantial debt could negatively affect our business and operations in several ways, including:

• requiring us to use a substantial portion of our funds from operations to make required payments on principal and interest, which would reduce funds available for operations and capital expenditures, working capital, acquisitions, joint ventures, future business opportunities and other purposes; and

• making us more vulnerable to, and decreasing our flexibility to respond to, economic and industry downturns.

If we increase our leverage, the resulting increase in debt service could adversely affect our ability to make payments on our indebtedness and harm our business and operations.

Our revolving credit facility and other debt instruments contain covenants that may limit our ability to borrow and restrict our operations, and if we fail to comply with such covenants, such failure could result in a default under one or more of our debt instruments.

Our revolving credit facility requires us to maintain a minimum EBITDA (as defined therein) covenant. Our ability to borrow under our revolving credit facility is subject to compliance with this financial and other covenants. However, if our business deteriorates, we could breach our financial covenants in the future. In the event we breach our financial covenants, we would be in default under our revolving credit facility, which could allow the lender to declare all amounts outstanding under our revolving credit facility to become due and payable. Additionally, an acceleration event under one debt instrument could allow for acceleration under other debt instruments with cross-acceleration provisions. If this happens, there would be a material adverse effect on our financial position and results of operations.

Difficult conditions in the global financial markets and the economy generally could affect our ability to obtain capital or financing and materially adversely affect our business and results of operations.

The disruption in the global financial markets has materially impacted liquidity in the financial markets and affected the availability and cost of credit. As part of our strategy, we focus on growing our presence in

both new and existing markets, such as Istanbul and New York, through the establishment of new Houses, and expanding complementary concepts and product lines. These investments require significant capital expenditures, especially since new properties typically generate little or no cash flow until sometime after the project’s completion. To the extent the expenditures are significant, we may rely upon the availability of debt or equity capital. In addition, our working capital and liquidity reserves may not be adequate to cover all of our cash needs and we may have to obtain additional debt financing. Any disruption or uncertainty in the credit markets could negatively impact our ability to access additional financing. Sufficient financing may not be available or, if available, may not be available on terms acceptable to us, which may cause us to suspend, abandon or delay development and other activities and otherwise negatively affect our business. As a result, we may be forced to seek alternative sources of potentially less attractive capital or financing and adjust our business plan accordingly.

If we are unable to compete effectively, our business and operations will be adversely affected.

We compete in numerous segments of the restaurant, hotel and beauty care services and products industries. We face direct competition from other private members’ clubs that exist locally to our own Houses, notwithstanding that other local clubs do not possess a comparable geographic reach, portfolio or offering. No assurance can be given that these competing local clubs , or another new entrant in the private club industry, will not expand and compete with our Houses locally or globally. We do face competition from other operators in each of the industry segments in which we operate, such as restaurants, boutique hotels and beauty care and service providers. We believe that these segments are highly competitive and primary competitive factors include name recognition, demographic considerations, effectiveness of public relations, quality of service, convenience of location, quality of the property, pricing and range and quality of services and amenities offered. We compete with other restaurants, boutique hotels and beauty care and service providers on a local level, as well as on a global level against certain larger chains with properties in the markets in which we operate. If we are unable to compete effectively, we could lose market share, which could adversely affect our business and operations.

Our success depends on the value of our name, image and brands, and if the value of our name, image or brands diminishes, our business and operations would be adversely affected.

The Soho House brand has been associated with exclusivity, creativity, service and style since its establishment in 1995 and is recognised for providing our members access to an exclusive, unique community offering a comprehensive suite of services including premium food and beverage offerings, accommodations, exclusive events, private parties and spa and beauty-care services. Our Houses have regularly attracted international press coverage as a result of our association with A-list celebrity members, exclusive events and exceptionally high service standards. Our brand is an integral part of our ability to shape and stimulate consumer tastes and demands by providing members access to an exclusive, unique community offering a comprehensive suite of services. A key component of our brand lies in our ability to develop and offer superior dining and leisure alternatives that cater to the lifestyle and preferences of our target demographics. There can be no assurance that we will continue to be successful in this regard or that we will be able to maintain the exclusivity of our brand.

Our success largely depends on our membership base. Our strong brand name is a fundamental part of our ability to attract new members and retain current members and thus our business would be adversely affected if our public image, reputation or brands were to be diminished. If an event occurs that negatively affects our members’ perception of the brand, members may cancel their membership or visit our Houses and other offerings less frequently or public perception of the brand may be negatively impacted which could result in lower traffic at our restaurants and spas, which would adversely affect turnover, our business, results of operations and prospects. Further, we are also at risk that the public may confuse our brand with other similarly named brands. Such similarly named brands may not operate to the same high standards of Soho House & Co resulting in negative goodwill for our brands.

In addition, we largely rely on our existing membership base and their personal networks for public relations and advertising our products and services. However, we may need to increase our advertising and marketing costs in the future, and more traditional advertising and marketing campaigns may not be successful.

Our future performance depends in part on our ability to respond to changes in consumer tastes, preferences and perceptions.

Our industry is affected by consumer preferences and perceptions. If we fail to continue to offer and create appealing Houses, restaurants and spas, among other offerings, we may not be able to sustain or increase membership and other customer traffic, which may adversely affect our turnover. With respect to our restaurants, we may invest in the development of menu items and concepts, which may not be as successful as we had anticipated. If consumer tastes change, we may be required to adapt our offerings and we may not be able to do so successfully. Moreover, if prevailing preferences and perceptions cause consumers to avoid our Houses and other offerings in favor of alternatives, our business could suffer. Our success will depend in part on our ability to anticipate and respond to changing consumer tastes and preferences.

Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business.

We rely on trademark laws to protect our proprietary rights. The success of our business depends in part upon our continued ability to use our trademarks to increase brand awareness and further develop our brands. Monitoring the unauthorised use of our intellectual property and every possible brand we have interests in on a global basis is difficult, and litigation or regulatory action has been and may continue to be necessary to safeguard our brands, enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation and action of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. In addition, the legal systems of some foreign countries can make it difficult to protect our proprietary rights to the same extent as we do under the laws of the U.K. and the U.S. This is particularly the case in Asia, where brand squatting continues to be an issue and the presence of incumbent domestic rights holders with “Soho” marks in China and Hong Kong has made registering the ‘Soho House’ trade mark a challenge in those specific territories. We cannot assure you that all of the steps we have taken to protect our trademarks will be adequate to prevent imitation of our trademarks by others. We do not own registered trademarks for the names of all our Houses and concepts and although we may have unregistered rights in these trademarks, this may make it more difficult for us to prevent third parties from using the trademarks against our will. We have not been able to protect our trademarks in significant jurisdictions. In addition, we may not have adequate resources to enforce our trademarks if third parties infringe on our trademarks. In the limited instances where Soho House & Co trademarks, service marks and trade names are protected by unregistered rights, we may need to rely on the protection afforded under local law, if such protection exists, in the relevant jurisdiction to pursue third parties attempting to use such rights. The unauthorised reproduction of, or our failure to protect, our trademarks could diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect our business, results of operations and prospects.

We may have disputes with, or be sued by, third parties for infringement or misappropriation of their proprietary rights, which could have a negative impact on our business.

Other parties may assert trademark, copyright or other intellectual property rights that have a negative impact on our business. We cannot assure you that others will not seek to block our use of certain marks or seek monetary damages or other remedies for the prior use of our brand names or other intellectual property or the sale of our products or services as a violation of their trademark, copyright or other proprietary rights. Defending any claims, even claims without merit, could divert our management’s attention, consume significant time, result in costly settlements, litigation or restrictions on our business and damage our reputation.

Our properties are geographically concentrated in a limited number of cities and, accordingly, we could be disproportionately harmed by an economic downturn in these cities or a disaster, such as a hurricane, earthquake, or terrorist attack, among other catastrophes.

The concentration of our properties in a limited number of cities exposes us to greater risk to local economic, business and other conditions than more geographically diversified companies. For example, an economic downturn, a natural disaster, a terrorist attack, civil disturbances or similar catastrophes in London, U.K. would likely have a disproportionate effect on our overall results of operations. In addition, certain of our properties are located in markets that are more susceptible to natural disasters than others, which could adversely affect those properties, the local economies, or both. Specifically, the Miami, Florida area, where Soho Beach House is located, is susceptible to hurricanes, West Hollywood, California, where Soho House West Hollywood is located, and Istanbul, Turkey, where Soho House Istanbul is located, are susceptible to earthquakes and Soho House New York was forced to close for approximately one week during Hurricane Sandy

in the fourth quarter of 2012. While we maintain property and business interruption insurance, we carry large deductibles, and there can be no assurance that if an earthquake, hurricane or other natural or man-made disaster or catastrophe should affect our geographical areas of operations, we would be able to maintain our current level of operations or profitability, or that property and business interruption insurance would adequately reimburse us for our losses.

Our continued growth depends on our ability to expand our presence in new and existing markets and develop complementary properties, concepts and product lines.

A substantial amount of our historical growth has been due to successfully establishing Houses in eight major cities across five countries and integrating complementary products and services across our Houses. We intend to replicate our model on an individualised but consistent basis and continue focusing on the cross-selling opportunities created by our comprehensive portfolio of properties. Our continued growth is dependent upon a number of factors, many of which are beyond our control, including our ability to:

• find quality locations and reach acceptable agreements regarding the lease or purchase of locations;

• convey the exclusivity of the Soho House brand to new markets to attract our target membership; comply with applicable zoning, land use and environmental laws, regulations and requirements;

• raise or have available an adequate amount of money for construction, development and opening costs; secure acceptable supplies, particularly in emerging markets; and

• timely hire, train and retain the skilled management, chefs and other employees necessary to meet staffing needs.

Typically, there has been a “ramp-up” period of time before we expect a new property to achieve our targeted level of performance. We believe pending demand supports our continued growth but there can be no assurance we will successfully attract enough guests to new properties, or that the operating results generated at new properties will meet our expectations or equal the operating results generated at our existing properties or that we will successfully complete development and expansion projects on a timely basis. Our capital and other expenditures may also be higher than expected due to cost overruns, unexpected delays or other unforeseen factors. We may also incur costs for Houses and other concepts which fail to open due to unforeseen circumstances, which could lead to material adverse effects on our business, results of operations and prospects.

The growth of our business presents many risks including the risk that we may not be able to integrate new properties into our existing business, which may prevent us from realizing the strategic and financial goals contemplated at the time of any such transaction and thus adversely affect our business.

Our business has grown, in part, through a number of carefully selected investment opportunities. We have recently opened Soho House Chicago , Soho House Istanbul , 76 Dean Street and Farmhouse , among other properties. Any strategic transaction we may undertake in the future could result in the incurrence of debt and contingent liabilities or in the use by us of available cash on hand to finance any such acquisitions. We may experience difficulties in integrating new properties into our business, incur higher than expected costs and not realise all the anticipated benefits of these properties, if any. In addition, our management may be distracted by the development and opening of new properties.

Thus, if we fail to integrate new properties, there could be a material adverse effect on our business, financial condition or results of operations. In addition, our debt burden may increase if we borrow funds to finance any future investment opportunities into new properties, which could have a negative impact on our cash flows and our ability to finance our overall operations. Although we analyse and conduct due diligence on potential new properties, our assessments are subject to a number of assumptions concerning profitability, growth, interest rates and company valuations and our inquiries may fail to uncover relevant information. There can be no assurance that our assessments or due diligence of and assumptions regarding new properties will prove to be correct, and actual developments may differ significantly from our expectations.

We are exposed to the risks of a global market, which could hinder our ability to maintain and expand our international operations.

We currently have properties in the U.K., the U.S., Canada, Turkey and Germany and plan to expand to other international markets in the next few years, including Spain, the Netherlands, Hong Kong and Japan. The success and profitability of our current and future international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as exchange rate fluctuations, local economic conditions, import and export restrictions and tariffs, litigation in foreign jurisdictions, cultural differences, increased expenses from inflation, political or economic instability, taxes and payment terms. Furthermore, changes in policies and/or laws in the U.K., the U.S. or other foreign governments resulting in, among other things, higher taxation, or currency conversion limitations could reduce the anticipated benefits of our international operations. Any actions by countries in which we conduct business to reverse policies that encourage foreign trade could adversely affect our business relationships and gross profit. We may not be able to maintain and expand our international operations successfully or on economically favourable terms, and as a result, our business operations could be adversely affected.

We have certain fixed costs which we may be unable to adjust in a timely manner in response to a reduction in turnover.

The costs associated with owning and operating our properties are significant, some of which may not be altered in a timely manner in response to changes in demand for services. Rent expense and property taxes constitute our primary fixed costs and our profitability is dependent on our ability to anticipate and react to increases in food, labour, employee benefits, and similar costs over which we have limited or no control. Food and beverage costs are a significant part of our operating expenses and have increased significantly in recent years and we anticipate those increases may continue. If our turnover declines and we are unable to reduce our expenses in a timely manner, or are unable or unwilling to pass these costs on to our guests, our results of operations could be adversely affected.

Labour shortages or increases in labour costs could slow our growth or harm our business.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of highly qualified employees necessary to continue our operations and keep pace with our growth. Qualified individuals that we need to fill these positions are in short supply and competition for these employees is intense. If we are unable to recruit and retain sufficient qualified individuals, our business and our growth could be adversely affected. Competition for qualified employees could require us to pay higher wages, which could result in higher labour costs. If our labour costs increase, our results of operations will be negatively affected.

We depend on our senior management for the future success of our business, and the loss of one or more of our key personnel could have an adverse effect on our ability to manage our business and implement our growth strategies.

Our future success and our ability to manage future growth depend, in large part, upon the efforts of our senior management team. Our management team is comprised of highly regarded figures within the industry with proven track records of successful international expansion. They have extensive experience with, and an understanding of, the segment that appreciates alternatives to the traditional dining, entertainment and lodging options and is willing to pay for the distinctiveness of the product. It could be difficult for us to find replacements for our senior management, as competition for such personnel is intense. The loss of the services of one or more members of our senior management team could have an adverse effect on our ability to manage our business and implement our growth strategies.

The industries in which we operate are heavily regulated and a failure to comply with regulatory requirements may result in an adverse effect on our business.

Any failure to comply with regulatory requirements may result in an adverse effect on our business. Our various properties are subject to numerous laws, including those relating to the preparation and sale of food and beverages, including alcohol. The failure to comply with such laws could subject us to a number of adverse consequences. We are also subject to laws governing our relationship with our employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and firing employees and work permits. From time to time, we are subject to claims by employees, but no claims have been material to our business. Also, our ability to remodel, refurbish or add to our existing properties may be dependent upon

our obtaining necessary building permits from local authorities. In addition, we are subject to the numerous rules and regulations relating to taxation.

In addition, our business is reliant upon technology systems and networks, including systems and networks managed by third parties, to process, transmit and store information and to conduct many of our business activities and transactions with clients, vendors and other third parties. Accordingly, we are required to comply with data privacy regulations in the U.K., the U.S. and other jurisdictions in which we operate, which regulations are designed to protect sensitive client information. Maintaining the integrity of our systems and networks is critical to the success of our business operations and to the protection of our proprietary information and our clients’ personal information. Accordingly, any breaches or interference with such systems or networks by third parties or by our employees may result in fines, damage to our reputation, restrictions on the use and transfer of information and otherwise have a material adverse impact on our business, financial condition or results of operations. We have implemented security measures designed to protect against such breaches of security. Despite these measures, we cannot assure you that our systems and networks will not be subject to breaches or interference. Any such event may result in unauthorised access to or the disclosure or loss of our proprietary information or our clients’ personal information, which in turn may result in legal claims, regulatory scrutiny and liability, reputational damage, the incurrence of costs to eliminate or mitigate further exposure and damage to our business. We cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in our systems, data thefts, physical system or network break- ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks and systems used in connection with our business.

Because most of our properties are leased, we are subject to the risk that these leases could be terminated or that we could default on payments under the lease, either of which would cause us to lose the ability to operate these properties.

Most of our properties are occupied under leases and the operation of our businesses in those properties depends on our right to use the premises demised by the relevant lease. We are subject to the risk that a lessor could refuse to extend the agreed term of any lease agreement or that a lease agreement could be terminated before expiration of the lease term (e.g. due to a contractual break option available to the lessor or a breach of a statutory provision applicable to certain fixed-term lease agreements in the U.K. and Germany) or not renewed on commercially reasonable terms or at all. Under the typical terms of the relevant leases, in the event of certain material breaches by us, the landlord may enforce its right to forfeit the lease. The tenant has customary rights to apply for relief from forfeiture which is likely to be successful if the relevant breach is remedied at the same time. There can be no assurances that any affected landlord would continue to allow us to use the land demised by the lease if we fail to meet our contractual obligations thereunder. Furthermore, our business would be materially adversely affected if a compulsory purchase order was made in respect of any properties in which we have a long leasehold or freehold interest, since we would no longer be able to use and occupy the relevant property. Any property in the U.K. and other jurisdictions in which we operate may at any time be compulsorily acquired by, among others, a local authority or a governmental department in connection with redevelopment or infrastructure projects which are to the benefit of the public.

The use of joint ventures or other entities, over which we may not have full control, for development projects or acquisitions could prevent us from achieving our objectives.

We have in the past and may in the future acquire, develop or redevelop properties through joint ventures with third parties, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, joint venture or other entity. To the extent we own properties through joint ventures or other entities, we may not be in a position to exercise sole decision-making authority regarding the property, joint venture or other entity. Investments in joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners might become bankrupt or fail to fund their share of required capital contributions. Likewise, partners may have economic or other business interests or goals which are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of creating impasses on decisions if neither we nor our partner have full control over the joint venture or other entity. Disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent management from focusing their time and effort on our business. Consequently, actions by, or disputes with, our partners might result in subjecting properties owned by the joint venture to additional risk. In addition, we may, in certain circumstances, be liable for the actions of our partners.

We could face risks associated with, or arising out of, environmental, health and safety laws and regulations.

We are subject to various federal, state and local laws and regulations that (i) regulate certain activities and operations that may have environmental or health and safety effects, such as the use, management, generation, release or disposal of regulated materials, substances or wastes, (ii) impose liability for costs of investigating and cleaning up, and for damages to natural resources from, past spills, waste disposals on and off- site, or other releases of hazardous materials or regulated substances, and (iii) regulate workplace safety. Compliance with these laws and regulations could increase our cost of operation. Violation of these laws and regulations may subject us to significant fines, penalties or disposal costs, which could negatively impact our results of operations, financial position or cash flows. We could also be responsible for the investigation and remediation of environmental conditions at currently or formerly operated or leased sites, as well as for associated liabilities, including liabilities for natural resource damages, third party property damage or personal injury resulting from lawsuits that could be brought by the government or private litigants, relating to our operations, the operations of facilities or the land on which our facilities are located. We may be subject to these liabilities regardless of whether we lease or own the facility, and regardless of whether such environmental conditions were created by us or by a prior owner or tenant, or by a third party or a neighbouring facility whose operations may have affected such facility or land. That is because liability for contamination under certain United States environmental laws can be imposed on current or past owners or operators of a site without regard to fault. We cannot assure you that environmental conditions relating to our prior, existing or future sites or those of predecessor companies whose liabilities we may have assumed or acquired will not have a material adverse effect on our business.

Increased use of social media could create and/or amplify the effects of negative publicity and have an adverse material effect on our business, financial condition or results of operations.

Events reported in the media, including social media, whether or not accurate or involving us, could create and/or amplify negative publicity for us or for the industry or market segments in which we operate. Such media topics could include food-borne or hygiene-related illnesses, issues with food traceability, contamination, unsanitary restaurant environment, issues relating to quality of service or product quality, discriminatory behavior or injuries. Media reports relating to any of these topics, even where not involving us, could reduce demand for our products and could result in a decrease in customer traffic to our restaurants. A decrease in traffic to our restaurants as a result of negative publicity from social media could result in a decline in sales, which would have an adverse effect on our business, financial condition and results of operations.

Failure to comply with laws, regulations, standards or contractual obligations, whether following a breach or breaches in our governance processes or fraud, bribery, money laundering and corruption may lead to regulatory penalties, loss of licenses or permits, negative effects on our reported financial results and loss of reputation.

Since we operate globally in multiple jurisdictions, including those with less developed political or regulatory environments that are still evolving, and with numerous and complex frameworks, our governance and compliance processes, which are yet to be formalized, may not prevent potential breaches of law, accounting principles or other governance practices. We are in the process of developing formal policies and procedures to prevent such breaches, but such policies and procedures may still not be able to prevent instances of unethical or unlawful behavior, including bribery, money laundering or corruption, nor guarantee compliance with legal and regulatory requirements, and breaches may not be detected by management. We must operate in compliance with applicable money laundering laws and develop policies and procedures to ensure such compliance. Sanctions for failure by us or others acting on our behalf to comply with these laws, regulations, standards and contractual obligations could include fines, penalties, imprisonment of officers, litigation, and loss of operating licenses or permits, suspension of operations, negative effects on our reported financial results and may damage our reputation. Such sanctions could have a material adverse impact on our business, financial condition and results of operations.

We are exposed to currency fluctuation risks in several different countries that could adversely affect our profitability.

Our results of operations may be affected by transaction effects and translation effects of foreign currency exchange rate fluctuations. We are exposed to transaction effects when one of our subsidiaries incurs costs or generates sales in a currency different from its functional currency. Fluctuations in exchange rates may also affect the relative competitive position of our production facilities, as well as our ability to market our products successfully in other markets. We are exposed to currency fluctuations when we convert currencies

that we may receive for our products, services and membership fees, into currencies required to pay our debt, or into currencies in which we purchase raw materials, meet our fixed costs or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates. Certain of our sales are invoiced in currencies other than Pounds sterling, namely euros, U.S. dollars, Turkish lira and Canadian dollars, among others, while our consolidated sales are reported in Pounds sterling. If the value of the Pound sterling declines against currencies in which our obligations are denominated or increases against currencies in which our sales are denominated, our results of operations and financial condition could be adversely affected.

Risks Related to the Notes and this Offering

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

After the completion of the offering, we will have a significant amount of indebtedness.

Our substantial indebtedness could have important consequences for your investment in the notes and significant effects on our business. For example, it could:

• make it more difficult for us to satisfy our financial obligations, including with respect to the notes;

• increase our vulnerability to general adverse economic, industry and competitive conditions;

• reduce the availability of our cash flow to fund working capital, capital expenditures and other fund working capital because we will be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• prevent us from raising funds necessary to repurchase notes tendered to us if there is a change of control which would constitute a default under the indenture governing the notes and under any future permitted first lien indebtedness;

• place us at a competitive disadvantage compared to our competitors that are less highly leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting; and

• limit our ability to borrow additional funds.

Each of these factors may have a material and adverse effect on our financial condition and viability. Our ability to make payments with respect to the notes and to satisfy any other debt obligations will depend on our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors affecting our company and industry, many of which are beyond our control.

Despite current indebtedness levels, we may still be able to incur substantially more debt, which would increase the risks associated with our substantial leverage.

Even with our existing debt levels, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indenture governing the notes and the documentation governing our revolving credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If we incur additional indebtedness, the related risks that we now face would intensify and could further exacerbate the risks associated with our substantial leverage.

We may not be able to generate sufficient cash flow to meet our debt service and other obligations, including the notes, due to events beyond our control.

Our ability to generate cash flows from operations and to make scheduled payments on or refinance our indebtedness, including the notes, and to fund working capital needs and planned capital expenditures and our planned expansions will depend on our future financial performance and our ability to generate cash in the

future. Our future financial performance will be affected by a range of economic, financial, competitive, business and other factors that we cannot control, such as general economic and financial conditions or other risks summarised here. A significant reduction in operating cash flows resulting from adverse changes in general economic conditions, increased competition or other events beyond our control could increase the need for additional or alternative sources of liquidity and could have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to service our debt and other obligations, including the notes. If we are unable to service our indebtedness or to fund our other liquidity needs, we may be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness, seeking additional capital, or any combination of the foregoing. If we raise additional debt, it would increase our interest expense, leverage and our operating and financial costs. We cannot assure you that any of these alternative strategies could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on the notes and any other indebtedness or to fund our other liquidity needs. Reducing or delaying capital expenditures or selling assets could delay future cash flows. In addition, the terms of existing or future debt agreements, including the indenture governing the notes and the agreement governing our revolving credit facility, may restrict us from adopting any of these alternatives. We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available in an amount sufficient to enable us to pay our indebtedness, including these notes, or to fund our other liquidity needs.

The failure to generate sufficient cash flow or to effect any of these alternatives could significantly adversely affect the value of the notes and our ability to pay amounts due under the notes. If for any reason we are unable to meet our debt service and repayment obligations, including under the notes and under our revolving credit facility, we would be in default under the terms of the agreements governing our indebtedness, which would allow our creditors at that time to declare all outstanding indebtedness to be due and payable. This would likely in turn trigger cross-acceleration or cross-default rights between our applicable debt agreements. Under these circumstances, our lenders could compel us to apply all of our available cash to repay our borrowings or they could prevent us from making payments on the notes. In addition, these lenders could then seek to foreclose on our assets that are their collateral. If the amounts outstanding under the notes or under our revolving credit facility were to be accelerated, or were the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to our debt holders, including you as a noteholder.

The indenture governing the notes and the agreement governing our revolving credit facility impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and restrict our ability to operate our business.

The indenture governing the notes and the documentation governing our revolving credit facility contain, customary restrictions on our activities, including covenants that limit our and our restricted subsidiaries’ ability to:

• transfer or sell assets or use asset sale proceeds;

• incur or guarantee additional debt or issue preferred equity securities;

• pay dividends, redeem subordinated debt or make other restricted payments;

• make certain investments;

• create or incur certain liens on our assets;

• incur dividend or other payment restrictions affecting our restricted subsidiaries;

• enter into certain transactions with affiliates;

• merge, consolidate or transfer all or substantially all of our assets;

• engage in a business other than a business that is the same or similar to our current business and reasonably related businesses; and

• take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the notes.

In addition, our revolving credit facility requires us to meet a minimum EBITDA (as defined therein) covenant.

The restrictions in the indenture governing the notes and in the agreement governing our revolving credit facility may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We also may incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on terms acceptable to us, or at all. The breach of any of these covenants and restrictions could result in a default under the indenture governing the notes or under the agreement governing our revolving credit facility. An event of default under our revolving credit facility could permit some of our lenders to declare all amounts borrowed from them to be due and payable.

Our ability to repurchase the notes with cash upon a change of control or upon an offer to repurchase the notes in the case of an asset sale, as required by the indenture, may be limited.

Upon the occurrence of a change of control, as defined in the indenture governing the notes, we will be required to offer to repurchase all of the outstanding notes at 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase. See “Description of Notes— Repurchase at the Option of Holders Change of Control.” In addition, upon the occurrence of certain asset sales, as defined in the indenture governing the notes, we will be required to offer to repurchase all of the outstanding notes at 100% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase. See “Description of Notes—Repurchase at the Option of Holders—Asset Sales.”

However, it is possible that we will not have sufficient funds at the time of the change of control or upon an asset sale to make the required repurchase of notes, or that restrictions in the agreement governing our revolving credit facility will not allow such repurchases without satisfying the Note Purchase Condition (as defined in “Description of Other Indebtedness—Revolving Credit Facility”). Our failure to purchase tendered notes would constitute an event of default under the indenture governing the notes, which, in turn, would likely constitute a default under the agreement governing our revolving credit facility. In that event, we would need to cure or refinance our revolving credit facility before making an offer to purchase.

Moreover, the agreement governing our revolving credit facility and the agreements governing any future indebtedness we incur may restrict our ability to repurchase the notes, including following a change of control event or upon an asset sale, as required by the indenture. As a result, following such an event, we would not be able to repurchase notes unless we first repay all such indebtedness or obtain a waiver from the holders of such indebtedness to permit us to repurchase the notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase outstanding notes may therefore require us to refinance any other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of us.

In addition, certain important corporate events, such as takeovers, recapitalisations, restructurings, mergers or similar transactions, may not constitute a change of control under the indenture governing the notes and, therefore, would not permit the holders of the notes to require us to repurchase the notes. See “Description of Notes—Repurchase at the Option of Holders—Change of Control.”

In addition, the definition of change of control includes a phrase relating to the sale or other transfer of “all or substantially all” of the properties or assets of the company and its subsidiaries, taken as a whole. There is no precise definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the company, and, therefore, it may be unclear as to whether a change of control has occurred and whether the holders of the notes have the right to require us to repurchase such notes.

The notes are secured only to the extent of the value of the assets that have been granted as security for the notes and in the event that the security is enforced against the collateral, the holders of the notes will receive proceeds from the collateral only after obligations under our revolving credit facility and certain hedging obligations have been paid in full.

The value of the noteholders’ security interest in the collateral may not be sufficient to satisfy all our obligations under the notes.

The notes and the guarantees of the notes are secured on a senior secured basis by a lien on the assets, subject to certain exceptions, that also secure our obligations under our revolving credit facility and certain hedging obligations, which consists of substantially all of the assets of the issuer and the guarantors in each case, subject to certain permitted liens and certain excluded assets. See “Description of the Notes—Security.”

If we default on the notes, the holders of the notes will be secured only to the extent of the value of the assets underlying their security interest. Furthermore, upon enforcement against any collateral or insolvency, under the terms of the intercreditor agreement, proceeds of such enforcement (subject to certain limited exceptions) will be used first to pay obligations outstanding under our revolving credit facility and certain hedging obligations in full (including post-petition interest, whether or not allowable in any bankruptcy case) and second to pay the notes and potentially, certain pari passu obligations. To prevent foreclosure, we may be motivated to commence voluntary bankruptcy proceedings, or the holders of the notes and/or various other interested persons may be motivated to institute bankruptcy proceedings against us. The commencement of such bankruptcy proceedings would expose the holders of the notes to additional risks, including additional restrictions on exercising rights against collateral. See “—Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings in the United States ” as well as “—Insolvency laws to which we or a guarantor may be subject may not be as favourable to creditors as insolvency laws in other jurisdictions .”

Our revolving credit facility and the indenture governing the notes allow us to incur additional obligations secured by liens in amounts that may be significant. Any additional indebtedness or obligations secured by a lien on the collateral securing the notes could adversely affect the relative position of the holders of the notes with respect to the collateral securing the notes.

The collateral may be subject to exceptions, defects, encumbrances, liens and other imperfections. Further, the value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral securing our obligations under our revolving credit facility and certain hedging obligations will be sufficient to pay our obligations under the notes, in full or at all, after first satisfying our obligations in full under our revolving credit facility and certain hedging obligations. There also can be no assurance that the collateral will be saleable, and, even if saleable, the timing of its liquidation would be uncertain.

Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realised by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

With respect to some of the collateral, the collateral agent’s security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of

which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realising on the collateral may, without the appropriate consents and filings, be limited.

The collateral is subject to casualty risks.

We are obligated under the indenture and collateral arrangements governing the notes to maintain adequate insurance or otherwise insure against hazards as is typically done by corporations having assets of a similar nature in the same or similar localities. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, it is possible that the insurance proceeds will not compensate us fully for our losses. If there is a total or partial loss of any of the pledged collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all of our secured obligations, including the notes.

The security interest in after-acquired property may not be perfected promptly or at all.

Applicable law requires that security interests in certain property acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform such trustee or collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. Neither the trustee nor the collateral agent has an obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in certain of the after-acquired collateral or the priority of the security interest in favour of the notes against third parties.

The granting of the security interests in connection with the issuance of the existing notes may have created hardening periods for such security interests in accordance with the laws applicable in certain jurisdictions.

The granting of security interests to secure the existing notes and the guarantees may have created hardening periods for such security interests in certain jurisdictions. The applicable hardening period for such security interests runs from the moment each such security interest was granted or perfected. At each time, if the security interest granted or recreated were to be enforced before the end of the respective hardening period applicable in such jurisdiction, it may be declared void or ineffective and/or it may not be possible to enforce it. The same risks also apply following the issuance of the notes in connection with the accession of further subsidiaries as additional guarantors and the granting of security interest over their relevant assets and equity interests for the benefit of holders of the notes. See “—The collateral agent may not be able to enforce, or recover any amounts under, the collateral or the guarantees due to restrictions on enforcement and other restrictions that may apply under multiple jurisdictions .”

There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and guarantees will be released automatically, without holders’ consent or the consent of the trustee under the indenture governing the notes.

Under various circumstances, all or a portion of the collateral securing the notes and the guarantees may be released automatically, including:

• a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture governing the notes or the documentation governing our revolving credit facility, including the sale of any entity in its entirety that owns or holds such collateral;

• to the extent required in accordance with the intercreditor agreement;

• to the extent we have defeased or satisfied and discharged the indenture governing the notes; and

• with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee.

In addition, a guarantee will be automatically released in connection with a sale of such guarantor in a transaction not prohibited under the indenture governing the notes.

Certain assets are excluded from the collateral.

Certain assets are excluded from the collateral securing the notes, as described under “Description of the Notes—Security.”

If an event of default occurs and the notes are accelerated, the notes will rank equally with the holders of all of our other unsubordinated and unsecured indebtedness and other liabilities with respect to such excluded assets. As a result, if the value of the security interest for the notes and the guarantees is less than the value of the claims of the holders of the notes, no assurance can be provided that the holders of the notes would receive any substantial recovery from the excluded assets.

The rights of holders of notes in the collateral may be adversely affected by the intercreditor agreement.

Under the terms of the intercreditor agreement, the liens securing the obligations under our revolving credit facility and certain hedging obligations on assets of the issuer or the guarantors generally rank equally with the liens on such assets securing the issuer’s and the guarantors’ obligations under the notes and the guarantees. However, the intercreditor agreement provides that the obligations under our revolving credit facility and certain hedging obligations (including post-petition interest, whether or not allowable in any bankruptcy case) will be paid prior to the obligations under the notes and guarantees in the event of any enforcement of the collateral.

Additionally, the intercreditor agreement generally permits each of the notes trustee, the facility agent for the lenders under our revolving credit facility and certain hedging obligations and any creditor representative for any other holders of pari passu lien indebtedness to independently enforce their liens on the collateral (provided that distributions received on enforcement are applied as provided in the intercreditor agreement). It is possible that disputes may occur between the holders of the notes and lenders under our revolving credit facility or other secured parties as to the appropriate manner of pursuing enforcement remedies with respect to the collateral which may delay enforcement of the collateral, result in litigation and/or result in enforcement actions against the collateral that are not approved by the holders of the notes. See “Description of Notes— Security.”

The intercreditor agreement may impact our ability and the ability of the guarantors to pay amounts due under the notes and the guarantees, and the intercreditor agreement may limit the rights of holders of the notes to the collateral.

Provided the collateral agent is indemnified and/or prefunded and/or secured to its satisfaction, it may be required to take action to enforce the collateral in accordance with the instructions of an instructing group of creditors given under and in accordance with the intercreditor agreement. Any enforcement action taken by the collateral agent will adversely affect our entitlement to receive distributions from the collateral, which will, in turn, have an adverse impact on our ability to fulfil our payment obligations under the notes. Further, the guarantors’ ability to pay under the guarantees will be adversely affected. The ability of holders of the notes to enforce the collateral is more particularly set forth in “Description of Notes Intercreditor Agreement.” If an event of default occurs under the notes, the holders of the notes must decide whether to take any enforcement action and thereafter, through their respective trustee or agent, subject to the provisions under the intercreditor agreement, may be entitled to instruct the collateral agent to take such enforcement action. By virtue of the instructions given to the collateral agent described above, actions may be taken in respect of the collateral that may be adverse to holders of the notes.

The collateral agent, acting in its capacity as such, has certain duties with respect to the collateral pledged, charged, assigned or granted pursuant to the intercreditor agreement and the security documents. Under certain circumstances, the collateral agent may have obligations under the security documents, the indenture or the intercreditor agreement that are in conflict with the interests of the holders of the notes. The collateral agent will not be under any obligation to exercise any rights or powers conferred under the intercreditor agreement or any of the security documents for the benefit of any creditor, unless such creditor has offered to the collateral agent indemnity or security reasonably satisfactory to the collateral agent against any loss, liability, cost or expense.

The security may not be enforceable under certain jurisdictions that do not recognise parallel debt obligations.

Under certain jurisdictions, there is a possibility that a security interest is not enforceable for the benefit of beneficiaries who are not a party to the relevant pledge agreement creating such security interest. The intercreditor agreement provides for the creation of a so-called “parallel debt obligation.” Pursuant to the parallel debt obligation, the collateral agent becomes the holder of a claim equal to each amount payable by an obligor to the relevant creditor. The parallel debt obligation procedure has not been tested in certain jurisdictions, such as Germany, and we cannot assure you that it will eliminate or mitigate the risk of unenforceability of the pledges posed by such local jurisdictions. In case the validity or enforceability of the security in favour of such pledge is challenged successfully, the trustee, the collateral agent or the noteholders or the relevant creditor may not be able to recover any amounts under the relevant security.

The notes are structurally subordinated to the liabilities of non-guarantor subsidiaries and joint ventures.

Some, but not all, of our existing and future subsidiaries guarantee, or will guarantee, as the case may be, the notes. Our joint ventures do not guarantee the notes. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries and joint ventures, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries and joint ventures before these assets are made available for distribution to any guarantor, as direct or indirect shareholder.

Accordingly, in the event that any of the non-guarantor subsidiaries or joint venture entities becomes insolvent, liquidates or otherwise reorganises:

• the creditors of the guarantors (including the holders of the notes) will have no right to proceed against such subsidiary or joint venture entities’ assets; and

• creditors of such non-guarantor subsidiary or joint venture, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary or joint venture before any guarantor, as direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary or joint venture.

Enforcement of the rights of the noteholders under the indenture or the guarantees and our rights under our revolving credit facility across multiple jurisdictions may be difficult.

The indenture, the notes, the guarantees, our revolving credit facility and the respective collateral agreements are governed by the laws of a number of different jurisdictions. Moreover, the issuer and its parent are registered in Jersey and the other guarantors are incorporated under the laws of Germany, England and Wales, Jersey and the United States. Therefore, in the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in these and other applicable jurisdictions. The rights of the noteholders under the indenture will thus be subject to the laws of a number of jurisdictions, and it may be difficult to effectively enforce such rights in multiple bankruptcy, insolvency or other similar proceedings. Moreover, such multi- jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors’ rights. In addition, the bankruptcy, insolvency, administration and other laws to which we or any guarantor may be subject may be materially different from, or in conflict with, one another, including creditors’ rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdiction’s law should apply and could adversely affect the ability to realise any recovery under the notes, our revolving credit facility and the guarantees. Our revolving credit facility does not restrict the grantor in transferring assets to locations or jurisdictions that are different from where the grantor is organised and where no security interest will attach. Proceeds from the disposal of any assets may be paid to accounts outside of jurisdiction where the grantor is organised and that are not subject to the collateral arrangements. This may also result in a reduction of the value of the security.

The subsidiary guarantees and collateral may be automatically released upon certain enforcement actions by the collateral agent under the terms of the intercreditor agreement.

Pursuant to the terms of the intercreditor agreement, an instructing group of creditors could instruct the collateral agent to sell the shares of any guarantor that is a subsidiary of the issuer by a distressed disposal, and in accordance with the intercreditor agreement, the collateral agent is authorised to release any guarantee and

claims against such guarantor and any collateral granted by such guarantor (and any guarantor that is a subsidiary of such guarantor).

With certain exceptions, any enforcement instructions must be consistent with certain security enforcement principles (as more particularly set forth in the “Description of Notes—Intercreditor Agreement— Enforcement Instructions Consultation Periods”), including the following:

• the proceeds of enforcement are received in cash or sufficient to discharge the liabilities under our revolving credit facility and certain hedging obligations;

• the enforcement action is prompt and expeditious and is consistent with maximising the recovery of the liabilities under our revolving credit facility, certain hedging obligations, the notes and certain pari passu debt; and

• in certain situations, a financial advisor’s opinion is obtained on the method of enforcement and the fairness and reasonableness of the proceeds.

For further details, see “Description of Notes—Intercreditor Agreement—Enforcement Instructions Consultation Periods”.

The collateral agent may not be able to enforce, or recover any amounts under, the collateral or the guarantees due to restrictions on enforcement and other restrictions that may apply under multiple jurisdictions.

The right to enforce the collateral or retain funds received in accordance with an enforcement of the collateral and the guarantees will be limited to the maximum amount that can be secured with the assets by the particular subsidiary providing the collateral or that can be guaranteed by a guarantor without rendering the relevant collateral or the guarantee voidable or otherwise ineffective under applicable laws. Collateral agreements and guarantees may also be subject to further limitations under such laws, including limitations on the consideration received or the general prohibition of abstract guarantees and up-stream and cross-stream collateral. Furthermore, the enforcement of any collateral or of any guarantees will be subject to certain defences available to subsidiaries providing the collateral and guarantors in general or, in some cases, to limitations designed to ensure full compliance with applicable statutory requirements. These laws and defences include those that relate to fraudulent conveyance or transfer, voidable preference, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally. The guarantees and certain documents pertaining to collateral contain language limiting the enforceability of the amount of debt guaranteed or secured, so that applicable local law restrictions will not be violated. As a result, a guarantor’s liability under its guarantee and/or the enforcement of the collateral could be materially reduced or eliminated, depending upon the amounts of its other obligations and upon applicable laws. It is possible that a subsidiary providing collateral or a guarantor, a creditor of a subsidiary providing collateral or of a guarantor, or the insolvency administrator in the case of an insolvency, may contest the validity and enforceability of the collateral provided by the relevant subsidiary or the guarantor’s guarantee and that the applicable court may determine that the collateral or guarantee provided should be limited or voided. Moreover, certain jurisdictions will not generally permit for an appropriation of pledged assets by the collateral agent upon the occurrence of an enforcement event. The enforcement of a share pledge or other collateral may also require the sale of the relevant collateral through a formal disposal process involving a public auction. Certain waiting periods and notice requirements may apply to such disposal process. See “—Insolvency laws to which we or a guarantor may be subject may not be as favourable to creditors as insolvency laws in other jurisdictions .”

Under German law, a pledge may only be validly created in favor of the creditor(s) of the secured claims and the pledgor will need to notify the relevant debtor of a pledged claim in order to create a valid pledge. Furthermore its validity, extent and enforceability is strictly linked (“accessory”) to the validity, extent and enforceability of the secured claims. In particular, a pledge may cease to exist if the claims secured by the pledge are transferred to new creditor(s) by way of novation or at a time when no amounts are outstanding under the secured claims. The ranking of pledges is determined by the chronological order of the granting of the pledges. As a result, the pledge of shares in Soho House Berlin have been created in favor of the security agent acting in its capacity as creditor of a parallel debt. It is widely believed that a parallel debt can effectively be secured by a pledge, but there are no published court decisions on this issue.

Any future pledge of collateral may be avoidable in bankruptcy.

Any future pledge of collateral in favour of the trustee or collateral agent for the notes, including pursuant to security documents delivered after the date of the indenture governing the notes, may be avoidable in bankruptcy if certain events or circumstances exist or occur, including, among others, if:

• the pledgor is insolvent at the time of the pledge, the pledge permits the holder of the notes to receive a greater recovery than if the pledge had not been given; and

• a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings in the United States.

The right of the collateral agent for the notes to repossess and dispose of the collateral securing the notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Additionally, the trustee’s ability to foreclose on the collateral on your behalf may be subject to the consent of third parties, prior liens and practical problems associated with the realisation of the trustee’s security interest in the collateral. Moreover, the debtor or trustee in a bankruptcy case may seek to avoid an alleged security interest in collateral for the benefit of the bankruptcy estate. It may successfully do so if the security interest is not properly perfected or was perfected within a specified period of time (generally 90 days) prior to the initiation of such proceeding. Under such circumstances, a creditor may hold no security interest and be treated as holding a general unsecured claim in the bankruptcy case. It is impossible to predict what recovery (if any) would be available for such an unsecured claim if we became a debtor in a bankruptcy case. While U.S. bankruptcy law generally invalidates provisions restricting a debtor’s ability to assume and/or assign a contract, there are exceptions to this rule which could be applicable in the event that we become subject to a U.S. bankruptcy proceeding.

We or any guarantor may also become subject to a bankruptcy proceeding in another jurisdiction, which may have insolvency laws that are not as favourable to creditors as insolvency laws in the United States. See “—Insolvency laws to which we or a guarantor may be subject may not be as favourable to creditors as insolvency laws in other jurisdictions .”

Insolvency laws to which we or a guarantor may be subject may not be as favourable to creditors as insolvency laws in other jurisdictions.

Insolvency proceedings of an entity domiciled in a member state of the European Union could be required to proceed under the laws of the jurisdiction in which our or its “centre of main interests,” as defined in the relevant European Union regulation, is situated at the time insolvency proceedings are commenced. Although there is a rebuttable presumption that the “centre of main interests” will be in the jurisdiction of incorporation, this presumption is not conclusive. The issuer and its parent are registered in Jersey, which is not subject to the European Union regulations referred to above, and they will therefore prima facie be subject to

Jersey insolvency procedures. Certain of the other guarantors and certain other subsidiaries are organised under the laws of England and Wales, Jersey and Germany, and future guarantors may be organised under the laws of other jurisdictions. As of the date of this listing memorandum we cannot therefore conclusively ascertain which insolvency proceedings would apply to us or any guarantor.

If either we or a guarantor incorporated in England or Wales were to enter into administration proceedings in England and Wales, the notes and the guarantees could not be enforced while the relevant company was in administration without the leave of the court or consent of the administrator, and there can be no assurance that such leave of the court or consent of the administrator would be obtained. Furthermore, under insolvency law in England and Wales, some of our subsidiaries’ debts may be subject to preferential claims, including amounts owed in respect of occupational pension schemes in respect of the 12-month period prior to insolvency, unpaid employees remuneration in respect of the four month period prior to insolvency and administration or liquidation expenses.

Insolvency proceedings in relation to us may be governed by Jersey insolvency laws. Various insolvency procedures are available in Jersey, although none are equivalent to administration or any other rescue or restructuring procedure. The most widely used insolvency procedure in Jersey is known as désastre , where the property of the debtor is declared en désastre . The purpose of the declaration is to collect and realise the debtor’s assets for the benefit of its creditors, subject to costs associated with the désastre and certain preferential claims, such as those for employee wages or salary and other entitlements, and certain amounts of taxes and social security or similar payments, rates and rent. Once a declaration of désastre has been made, a creditor cannot seek any other remedy against the property or person of the debtor, commence any legal proceedings to recover the debt or (except with consent or by court order) continue any such legal proceedings. The declaration of a désastre by the court is discretionary. A creditors’ winding up of a Jersey company (initiated by its shareholders rather than its creditors) is very similar in its treatment of creditors.

If we or a guarantor were to enter into insolvency proceedings under German law, the guarantees of the security interests created under the security documents entered into to secure our obligations and the guarantees or the parallel debt obligation could be subject to potential challenges by an insolvency administrator (Insolvenzverwalter ) under the rules of avoidance of the German Insolvency Code ( Insolvenzordnung ) or by other creditors under the German Act on the non-insolvency Avoidance of Transactions by the Debtor (Anfechtungsgesetz ) outside formal insolvency proceedings. An insolvency administrator or a creditor who has obtained an enforcement order ( Vollstreckungstitel ) could possibly avoid payments under any guarantee or security document or, if payment has already been made under the relevant guarantee or security document, require that the recipients return the payment to the relevant payor. If any challenge to the validity of the guarantees or the collateral was subject to such avoidance action, the holders may not be able to recover any amounts under such documents.

Further, under the relevant laws of other jurisdictions in which security over collateral is taken, similar challenges by third parties or insolvency administrators may limit the enforceability of such security interests, avoid transactions entered into by an obligor prior to such enforcement, including the grant of such security or the incurrence of the related secured obligation or have similar effect. If any such challenge is successful, the noteholders may not be able to recover any amounts under the relevant security interests. Enforcement of the security interests may be required to be undertaken in the courts of the relevant jurisdiction and may lead to uncertainty or delays in enforcement. These delays could result in the deterioration of the secured assets and a decrease in the value that would otherwise be realisable upon enforcement.

Under the German Insolvency Code, creditors secured by a right in rem in the security provider’s assets or any part thereof (for example, by a pledge over bank accounts or shares, a security assignment of receivables or a security transfers of moveable assets) have certain preferential rights. These security rights entitle the creditor to preferential treatment in the distribution of the proceeds resulting from the realisation of the charged asset; they are entitled to separate satisfaction (abgesonderte Befriedigung ), thus such creditors will receive preferential treatment over creditors secured by a note guarantee. A creditor having a right to separate satisfaction may enforce its right if and to the extent the insolvency administrator is not itself authorised to do so (the latter generally being the case in relation to moveable assets in the possession of the insolvency administrator and receivables assigned to a creditor for security purposes). In case of an enforcement by the insolvency administrator, the enforcement proceeds minus certain contributory charges for (i) assessing the secured assets and the rights thereto in the amount of 4% of the proceeds, and (ii) realising the secured assets in the amount of 5% of the proceeds (or any actual costs of realisation that are significantly lower or higher) plus value added tax incurred in the realisation, are paid to the creditor holding a security interest in the relevant asset up to an amount equal to its secured claims.

In addition, the terms of the security granted by the guarantors will limit enforcement generally to a similar extent as the payment obligations under the guarantees are limited. See “—The collateral agent may not be able to enforce, or recover any amounts under, the collateral or the guarantees due to restrictions on enforcement and other restrictions that may apply under multiple jurisdictions .”

Fraudulent transfer laws may permit a court to avoid the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received. If this occurs, noteholders may not receive any payments on the notes.

The issuer and Parent are each registered in Jersey, and the guarantors may be organised under the laws of Germany, the U.K. and the United States. Although laws differ among these jurisdictions, as well as from state to state within the United States, fraudulent transfer or conveyance statutes may apply in such jurisdictions to the issuance of the notes and the incurrence of any guarantees. The following discussion of fraudulent transfer or conveyance laws, although an overview, describes generally applicable terms and principles, which are defined under the relevant jurisdiction’s fraudulent transfer or conveyance statutes.

Under such fraudulent transfer or conveyance laws, the notes or guarantees could be avoided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

• we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

• the issuance of the notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay such debts as they mature; or

• we or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to our other debt or the debt of the guarantors. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could avoid the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to our presently existing and future indebtedness or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In

the event of a finding that a fraudulent transfer or conveyance occurred, noteholders may not receive any repayment on the notes. Further, the avoidance of the notes could result in an event of default with respect to our other debt that could result in acceleration of such debt.

Although each guarantee entered into by a guarantor will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being avoided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.

In addition, different or additional fraudulent conveyance laws may exist in foreign jurisdictions which could result in the liens being avoided.

If the guarantees by the subsidiary guarantors are not enforceable, the notes would be effectively subordinated to all liabilities of the subsidiary guarantors, including trade payables.

We could be subject to possible adjustments under U.K. transfer pricing legislation.

Companies within the group could be subject to possible adjustments under U.K. transfer pricing legislation in relation to intra-group transactions. This could include transfer pricing adjustments in relation to historic contributions made by entities within the U.K. group to the group’s U.S. business, which have been treated as equity contributions rather than loans, if HMRC successfully argue that any such funds have been repaid or distributed or that there is an intention for any of the contributions advanced to be repaid or distributed. Any transfer pricing adjustment would impute a notional arm’s length rate of interest on those amounts, which would in principle be chargeable to U.K. corporation tax, subject to any available reliefs.

In the event of a bankruptcy, liquidation, dissolution, reorganisation or similar proceeding, noteholders may not be entitled to post-petition interest.

In the event of a bankruptcy, liquidation, dissolution, reorganisation or similar proceeding against us in the United States, holders of the notes will only be entitled to post-petition interest under the U.S. Bankruptcy Code to the extent that the value of their security interest in the collateral securing the notes and the guarantees is greater than their pre-bankruptcy claim. Holders of the notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. No appraisal of the fair market value of the collateral has been prepared in connection with this offering and therefore the value of the noteholders’ interest in the collateral may not equal or exceed the principal amount of the notes.

In the event of a bankruptcy, liquidation, dissolution, reorganisation or similar proceeding against us in another jurisdiction, applicable laws may be materially different from, or in conflict with, one another or the laws of the United States, including with respect to the ability to obtain post-petition interest. See “— Enforcement of the rights of the noteholders under the indenture or the guarantees and our rights under our revolving credit facility across multiple jurisdictions may be difficult .”

The additional notes could be wholly or partially voided as a preferential transfer.

If we or any guarantor become the subject of a bankruptcy proceeding within 90 days after the date the additional notes are issued (or, with respect to any insiders specified in bankruptcy law who are holders of the additional notes, within one year after we issue the additional notes), and the court determines that we were insolvent at the time of the closing of the additional notes (under the preference laws, we would be presumed to have been insolvent on and during the 90 days immediately preceding the date of filing of any bankruptcy petition), the court could find that the incurrence of the obligations under the additional notes involved a preferential transfer. In addition, under such circumstances, the value of any consideration holders received pursuant to the additional notes, including upon foreclosure of the collateral securing the additional notes and the guarantees, could also be subject to recovery from such holders and possibly from subsequent assignees, or such holders might be returned to the same position they held as holders of the additional notes.

The trading price of the notes may be volatile.

Historically, the market for non-investment grade debt, such as the notes, has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. Any such disruptions could adversely affect the prices at which you may sell your notes. In addition, subsequent to their

initial issuance, the additional notes may trade at a discount from the initial offering price of the additional notes, depending on the prevailing interest rates, the market for similar notes, our performance and other factors, many of which are beyond our control.

There are restrictions on your ability to transfer or resell the notes, holders of the notes will not be entitled to registration rights and we do not currently intend to register the notes under applicable securities laws.

The additional notes are being offered and sold pursuant to an exemption from registration under the Securities Act and applicable state securities laws and we do not currently intend to register any of the notes. The holders of the notes will not be entitled to require us to register the notes for resale or to file a shelf registration statement with respect to the notes, nor do we intend to do so. Therefore, you may transfer or resell the notes only in a transaction registered under or exempt from the registration requirements of the Securities Act and applicable state securities laws, and you may be required to bear the risk of your investment for an indefinite period of time. See “Notice to Investors.” In addition, the indenture governing the notes is not qualified under the Trust Indenture Act and we are not required to comply with any provision of the Trust Indenture Act.

Changes in respect of the public debt ratings of the notes may materially and adversely affect the availability, cost and terms and conditions of our debt and the trading prices for the notes.

The notes are, and any of our future debt instruments may be, publicly rated by Moody’s Investors Service, Inc. (“Moody’s”), and Standard & Poor’s Rating Services (“S&P”), and other independent rating agencies. These public debt ratings may affect our ability to raise debt. Any future downgrading of the notes or our debt by Moody’s, S&P or another rating agency may affect the cost and terms and conditions of our financings and could adversely affect the value and trading price of the notes.

We are not required to pay additional amounts on account of withholding pursuant to the EU Savings Tax Directive.

If any person by or through whom a payment on the notes is made or received is required to withhold any amount from such payment as a consequence of or pursuant to EC Directive 2003/48/EC on the taxation of savings income (the “EU Savings Tax Directive”) or any law implementing or complying with, or introduced in order to conform to, the EU Savings Tax Directive, there is no requirement for us to pay any additional amounts on account of that withholding. In this regard, prospective note holders should read the information about the EU Savings Tax Directive in the section entitled “Certain Tax Considerations—Certain European Union Tax Considerations” and consult their advisers.

The issuer is a holding company dependent upon cash flow from subsidiaries to meet its obligations on the notes and the guarantees.

The issuer is a holding company with no independent business operations or significant assets other than investments in its subsidiaries. The issuer depends upon the receipt of sufficient funds from its subsidiaries to meet its obligations.

Various agreements governing our debt may restrict and, in some cases may actually prohibit, the ability of these subsidiaries to make cash distributions or dividends. Applicable tax laws may also subject such payments to further taxation. Applicable law may also limit the amounts that some of our subsidiaries will be permitted to pay as dividends or distributions on their equity interests, or even prevent such payments. In addition, the subsidiaries of the issuer that do not guarantee the notes have no obligation to make payments with respect to any of the notes.

The inability to transfer cash among entities may mean that, even though the entities, in aggregate, may have sufficient resources to meet their obligations, they may not be permitted to make the necessary transfers from one entity to another entity in order to make payments to the issuer in order for it to meet its obligations under the notes.

You may be unable to enforce judgments obtained in U.S. courts against us or our officers and directors.

All of our officers and certain of our directors named herein reside outside the U.S. As a result, it may not be possible for investors to effect service of process within the U.S. upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the U.S. See “Service of Process and Enforcement of Civil Liabilities.”

The laws of Jersey may not provide the level of legal certainty and transparency afforded by Organization in the U.S.

Both Parent and the issuer are registered in Jersey. Jersey legislation regarding companies is largely based on English corporate law principles. However, there can be no assurance that Jersey or English law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S., which could adversely affect the rights of investors.

The additional notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

Unless and until notes in definitive registered form, or definitive registered notes, are issued in exchange for book-entry interests (which may occur only in very limited circumstances), owners of book-entry interests will not be considered owners or holders of notes. The common depository (or its nominee) for Euroclear and Clearstream will be the sole registered holder of the global notes. Payments of principal, interest and other amounts owing on or in respect of the relevant global notes representing the notes will be made to Société Générale Bank & Trust, as principal paying agent, which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to participants’ accounts that hold book-entry interests in the global notes representing the notes and credited by such participants to indirect participants. After payment to the common depositary for Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest in the relevant notes, you must rely on the procedures of Euroclear and Clearstream and if you are not a participant in Euroclear and/or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of the notes under the indenture.

Unlike the holders of the notes themselves, owners of book-entry interests will not have any direct rights to act upon any solicitations for consents, requests for waivers or other actions from holders of the notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear and Clearstream or, if applicable, from a participant. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any matters or on a timely basis.

Similarly, upon the occurrence of an event of default under the indenture, unless and until the relevant definitive registered notes are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through Euroclear and Clearstream. We cannot assure you that the procedures to be implemented through Euroclear and Clearstream will be adequate to ensure the timely exercise of rights under the notes.

BUSINESS

Our Company

We are a hospitality company that operates exclusive, private members clubs (“Houses”) as well as hotels, restaurants and spas with core operations in the following major metropolitan cities: London, New York, Los Angeles, Miami, Chicago, Toronto, Berlin and Istanbul.

As of 27 September 2015, we had over 52,000 members with a global waiting list of over 32,000 potential members and we operated 15 Houses, 30 restaurants, 12 spas and 481 hotel rooms across the portfolio.

Offerings Overview

The Houses

Our core properties are our Houses, which are private members’ clubs. Since opening our first House in West London in 1995, we have gradually and strategically expanded to other areas across the globe. The following table provides a summary of our Houses, including total turnover for each House.

Set forth below is a summary of certain (unaudited) information related to our Houses.

Members Service Offerings as of Year September No. Hotel Public Screening House Opened 27, 2015 Rooms Cowshed Restaurant Gym Pool Room

Soho House

Soho House , our original House in London, is a 20,886 square foot leasehold property located in central Soho in Central London, opened in 1995. The three-story property includes three dining rooms, two bars and a restaurant, which is an informal, open-plan dining area. Additional features include a roof deck and terrace and basement for private parties.

Babington House

Babington House , an 18-acre freehold property located two and a half hours away from London in Somerset, U.K. opened in 1998. Babington House features several facilities including 33 hotel bedrooms, the Main House with a restaurant, traditional stone orangery, deli bar, library, snooker room and study and the Teeny House which offers crèche facilities to residents and members. Other facilities include the Cowshed relax and active spa, indoor and outdoor heated pools, a gym, steam room, sauna and cinema. The grounds also feature five tennis courts, a cricket pitch, croquet lawn, walled garden, private church and a lake. We completed

a £3.6 million refurbishment of Babington House in March 2013 that included a complete renovation of a majority of the hotel rooms.

Electric House

Electric House , a 17,147 square foot leasehold property located in Notting Hill in West London, opened in 2002. The two-story property includes a restaurant, bar, smoking terrace and library. From June 2012 through the beginning of December 2012, we closed Electric House for repairs and renovations due to significant fire damage that occurred on the property. We completed a £7.9 million refurbishment of the entire property during that time.

Soho House New York

Soho House New York , a 43,500 square foot leasehold property located in the Meatpacking District in New York City, opened in 2003. The six-story property includes a restaurant, bar, drawing room, pantry bar, a 44-seat cinema and a heated rooftop pool. Soho House New York has private hire spaces, a club room, screening room, library and a Cowshed relax and active spa. Furthermore, the property includes 30 hotel rooms. We completed a £5.2 million refurbishment of Soho House New York in June 2013 that included a renovation of all of the hotel rooms, corridors and rooftop.

High Road House

High Road House , a 14,391 square foot freehold property located on Chiswick High Road in West London, opened in 2006. The three-story property includes a restaurant, bar and a space for members’ events and private parties. Additional features include 14 hotel rooms and private hire services.

Shoreditch House

Shoreditch House , a 67,274 square foot leasehold property located in East London, opened in 2007. The property features several bars and restaurants, a gym, a rooftop pool and gardens. In addition, there is a Cowshed spa and 26 hotel rooms on the property. We completed a £5.8 million refurbishment of Shoreditch House in 2013 that included an expanded gym, renovated rooftop pool, dining area and additional renovated bar and dining space.

Soho House West Hollywood

Soho House West Hollywood , a 14,305 square foot leasehold property located on the Sunset Strip in West Hollywood, California, opened in 2010. The property occupies the top two floors of the 14-story 9200 Sunset Boulevard building and includes a penthouse bar, rooftop dining and drinking terrace and screening room. Additional services include private hire services for members only.

Soho House Berlin

Soho House Berlin , a 175,800 square foot leasehold property located in the Mitte District in Berlin, Germany, opened in 2010. The eight-story property includes a full Cowshed spa and gym, a rooftop pool, restaurants, bars, a screening room and private dining rooms. Furthermore, the property has 24 full-service apartments available for short and long-term stays as well as 65 hotel rooms that are situated across six floors.

Soho Beach House

Soho Beach House , a 108,000 square foot freehold property located in South Beach, Miami, opened in 2010. The property includes a reserved beach club, drawing room, 100 foot long pool, bars, screening room, library, private dining room, full-service restaurants and a Cowshed spa and gym. Furthermore, the site includes a 16-story oceanfront tower that houses 50 hotel rooms. Additional services include private hire services for members only.

Little House Mayfair

Little House Mayfair , a 5,662 square foot leasehold property located nearby Soho House and Dean Street Townhouse , opened in 2012. The property features a main salon bar with drawing room as well as four residences available for short and long-term stays set over four floors.

Soho House Toronto

Soho House Toronto , a 12,000 square foot leasehold property located in Toronto, Canada, opened in 2012. The three-story property includes two bars, library, restaurant and a roof terrace. Private hire services are available for members. We hold a 50% interest in the operating results of Soho House Toronto through a joint venture.

Soho House Chicago

Soho House Chicago , a 117,439 square foot leasehold property located on North Green Street in Chicago, Illinois, opened in 2014. The six-story property includes a space for meetings, a bar, library, gym, multiple restaurants, a Cowshed spa and a rooftop pool and terrace. Furthermore, the site includes 40 hotel rooms.

2015 House Openings

Soho House Istanbul

Soho House Istanbul , a 125,000 square foot leasehold property located in Istanbul, Turkey, opened in 2015. We operate Soho House Istanbul under a management contract. There is a rooftop pool and bar with views of the Golden Horn, games room, the Mandolin Terrace serving Aegean cuisine and the late-night Embassy Club with live music and DJs. An adjacent glass building houses the Allis Bar and 87 bedrooms, including 17 mezzanine rooms and one apartment.

76 Dean Street

76 Dean Street , a 34,120 square foot leasehold property located in London, England opened during the summer of 2015. Members of Soho House have a joint membership with 76 Dean Street . The amenities in the former Georgian townhouse include a screening room, seven bars, House Kitchen and an external courtyard.

Farmhouse

Farmhouse , a 100 acre leasehold property in Oxfordshire, England opened during the summer of 2015. Farmhouse is a unique country retreat with numerous leisure and relaxation activities, for those who want to enjoy the British countryside with urban comfort. Amenities include a club house, Cowshed relax and active, 40 cabins, a four-bedroom cottage and a seven-bedroom farmhouse.

Restaurants

We operate several restaurants that are available to the general public. The following table provides a summary of our key restaurant concepts, including total turnover for each restaurant concept.

First Location Square Concept Locations Opened Footage (1) Description

Restaurants: (3) Café Boheme • London, U.K. 1992 1,750 • French bistro restaurant concept • Located below Soho House Cecconi’s • London, U.K. 2005 1,500-5,000 • Classic Italian restaurant concept • West Hollywood, CA

• Miami Beach, FL

• Istanbul, Turkey Dean Street Townhouse • London, U.K. 2009 16,000 • Classic British food all day restaurant

• Boutique hotel with 39 rooms Pizza East (2) • London, U.K. 2009 1,500-4,500 • Modern Italian pizza and

First Location Square Concept Locations Opened Footage (1) Description

deli restaurant concept • Chicago, IL

• Istanbul, Turkey Hoxton Grill • London, U.K. 2009 3,878 • American bar and grill restaurant concept Chicken Shop (2 ) • London, U.K. 2012 1,200-1,300 • Rotisserie chicken restaurant concept • Chicago, IL Dirty Burger (2 ) • London, U.K. 2012 300-500 • Hamburger stand restaurant concept

Soho Kitchen and Bar • London, U.K. 2013 1,400 • American diner restaurant concept

• Located below Soho House London Hubbard & Bell • London, U.K. 2014 2,991 • All day restaurant serving meats, seafood and small plates

(1) Range provided for properties with multiple locations. (2) On March 20, 2015, Soho House & Co sold a 50% stake in the Pizza East , Chicken Shop and Dirty Burger casual dining restaurant brands to a private investor. The turnover for the LTM period reflects this 50% disposal. The sale agreement relates to the three existing brands in all territories, excluding the U.S. and Canada. The disposal values the restaurant brands at an enterprise value of £33 million. In addition, Soho House & Co and the investor have each agreed to provide £5 million of funding in the near term to accelerate the roll-out of the three restaurant brands. The new joint venture will also be offered the opportunity to invest in new casual dining restaurant concepts created by us. The proceeds from the sale will be invested in the House business to accelerate growth into new locations.

Cecconi’s

Cecconi’s is a modern day classic Italian restaurant open to the public for breakfast, lunch and dinner seven days a week. Originally opened in London in 1978, Cecconi’s was purchased by Soho House & Co in January 2005. After redesigning the restaurant concept, the restaurant began an expansion plan.

Dean Street Townhouse

Dean Street Townhouse , a 16,000 square foot leasehold property located in central London, opened in 2009. Dean Street Townhouse is a 39-room hotel contained within a four-story Georgian townhouse and features an all-day dining room that is also open to the public.

Pizza East

Pizza East serves rustic, gourmet pizzas made from traditional, seasonal ingredients. All of Pizza East’s pizzas are made with a ciabatta-style, slow-proved dough which is hand-made in-house every day. Each location is designed with a minimalistic approach, exposing the building’s original features with visible brickwork and distressed, rustic materials throughout. Pizza East also offers late night hours to attract those seeking drinks and food to cap off their night.

Hoxton Grill

Hoxton Grill is a neighborhood restaurant located in East London in the style of a classic American grill that serves steaks, burgers, sandwiches and salads. Designed to cater to individuals seeking a place to meet and eat in a relaxed atmosphere, Hoxton Grill features comfortable banquette seating, a bar, lounge and garden. The bar and lounge areas come alive at night, becoming a popular late night venue of Shoreditch.

Chicken Shop

Chicken Shop serves free-range rotisserie chicken and is open to the public for breakfast, lunch and dinner during the weekdays, and lunch and dinner during the weekend. Chicken Shop is designed to be a new take on the chicken rotisserie, with a simple yet delicious menu in a 1950’s General Store inspired setting.

Dirty Burger

Dirty Burger serves classic burgers, cheeseburgers and breakfast burgers. Designed as a simple, yet upscale, burger bar, Dirty Burger provides diners with a rustic ambiance paired with a menu containing only 18 food and drink options.

Cowshed and Others

Our Cowshed brand consists of 11 spas and boutiques, often located in or adjacent to our Houses. The first Cowshed location was opened in 1998. Cowshed brand bath and skincare products are sold at each of our properties, through select retailers in the U.S. and U.K. and online distribution. Each of our spas offers a full range of treatments including manicures, pedicures, facials and body massages. Included in Cowshed figures are Cheeky , a women’s nail/blow dry bar which also sells its own range of hair care, bath and body care and cosmetics and Neville Barber , which is focused on grooming for men. Cheeky and Neville Barber operate from Barber & Parlour in Shoreditch, as well as retailing from a number of third-party sites.

Planned Expansion

New Houses

We plan to open additional Houses both in markets in which we currently operate and in new markets over the next three years, including in New York, Los Angeles, Malibu, Barcelona, Amsterdam, Brighton, Santa Fe, San Francisco, Hong Kong, Tokyo and various other locations in London. Some of our planned expansions may not come to fruition. Below is a summary of our expected House openings in 2016 and 2017.

Soho House Ludlow Soho House Ludlow , a 21,875 square foot leasehold property located in the Lower East Side neighborhood of New York City, is anticipated to open in 2016. Soho House Ludlow is expected to feature a private club, a bar, a drawing room, a greenhouse, a terrace, Pizza East and Chicken Shop .

Soho House Malibu Soho House Malibu , a 7,100 square foot leasehold property located in Malibu, California, is anticipated to open in 2016. Soho House Malibu is on the beach and is expected to feature a private club with an attached 3,500 square foot outdoor deck.

Soho House Barcelona Soho House Barcelona , an 80,000 square foot property located in Barcelona, Spain, is anticipated to open in 2016. Soho House Barcelona is expected to feature a private club, 60-room hotel and Pizza East and Chicken Shop .

Soho House Amsterdam Soho House Amsterdam , an 85,000 square foot property located in Amsterdam, The Netherlands, and is anticipated to open in 2017. Soho House Amsterdam is expected to feature a private club, 6 apartments, 73-room hotel, Cowshed and Cecconi’s .

Soho House Brighton Soho House Brighton , an 80,000 square foot leasehold property located in Brighton, England, is anticipated to open in 2017. Soho House Brighton is expected to feature a private club, rooftop pool, sundeck and a gym.

Downtown Los Angeles We have purchased a freehold 79,000 square foot property located in downtown Los Angeles. The property is expected to feature a private club, approximately 30 rooms, a restaurant, bar and rooftop deck. We are currently assessing potential financing structures in connection with this acquisition and the subsequent redevelopment of the property.

Other Expansions

We have plans to expand our non-House Offerings both in markets in which we currently operate and in new markets over the next three years, including in Istanbul, West Hollywood, Chicago, and various other locations in London and the English countryside. Some of our planned expansions may not come to fruition. Below is a summary of some of our expansion plans for non-House offerings:

Soho Home Soho Home , an online retail store for home furnishings, including beds, sofas, home decorations and cutlery. Soho Home will allow members and non-members alike to replicate the exclusive Soho House feel in their own homes. Soho Home is expected to launch in 2016.

Soho Works Soho Works is a co-working concept featuring workspaces and a café, among various other amenities. Each Soho Works location will be a creative and social space for members to work and mingle. In 2015, we opened Soho Works in Shoreditch, London. We are also considering locations in Istanbul, West Hollywood and Chicago.

Funding Strategy for Expansion

All new expansion opportunities undergo a vigorous selection process, including appraisals by the commercial team and diligence by the Operations, Memberships, Marketing, Finance and External Professional Services teams. We are flexible in our funding strategies for new locations. Our funding strategies can be broadly classified as: (i) standard lease, where the landlord owns property and receives fixed rental income, but we retain all or a majority of profit, (ii) joint venture with a share of the freehold with a partner, where all investment costs and profits are shared between the parties or (iii) low capital expenditure lease, where the landlord owns the property and is responsible for fixtures and fittings, but we receive management fee income. The majority of our Houses are funded through a standard lease strategy. Under all three funding strategies, we will take responsibility for design, operations and full control of memberships. We decide the funding strategy based on risk profile, type of opportunities, deal structure and return potential.

Membership

We currently have over we had over 52,000 members with a global waiting list of over 32,000 potential members. We offer two primary types of membership—Local House and Every House—where each of our members can either join their respective local House or purchase a membership to all of our Houses.

We offer the following additional types of membership:

• Under 27 (Local and Every House): Either Local House Membership or Every House Membership at discounted rates for members who joined the club prior to the age 27; and

• Child: Membership available at select Houses for the children of current members who are under age 21.

We maintain a highly selective application process that is designed to effectively match each applicant to the respective “House culture”. Our membership at each new House is carefully constructed by an initial committee of approximately 30 local members who are tasked with finding the first 1,000 members in the local community. We believe that our annual membership fees are lower than comparable private club membership fees in the communities we serve.

Sales and Marketing

We use non-traditional marketing—social media, online applications, digital outreach programs and events, among other types of marketing—to drive awareness of our businesses.

Each House maintains a calendar of talks, workshops and performances featuring leading figures from the worlds of music, technology, fashion, food, film and art. Members can also attend pre-release screenings in our cinemas. This, coupled with exceptional service and quality products, is what we rely on to generate positive word of mouth that creates demand for House memberships.

The cornerstone of our digital strategy is House Seven , a members’ website, online application and newsletter which offers exclusive photos, videos and interviews from Houses around the world. Through House Seven , we also offer House Perks , which are exclusive discounts offered to our members. In 2015, we will launch House Connect , a platform for members to interact and collaborate creatively. With social media activity, websites and online applications added to the marketing mix, digital is constantly in the service of growing engagement with the brand and creating value.

As a result of our association with A-list celebrity members, exclusive events and launches, we regularly attract international press coverage. Our exclusive annual industry parties for the Oscars, the British Academy of Film and Television, Edinburgh Film Festival, Toronto International Film Festival, the BRIT Awards, Coachella and iTunes Festival as well as our own House Festival expose our brand to a wide public.

Suppliers

Apart from certain food and alcohol requirements (which are centrally contracted) each of our Houses and restaurants contracts its supplier arrangements locally. We do not rely on any particular supplier for our business and have no significant supplier concentration risk.

Competition

We compete in numerous segments of the hotel, restaurant, hospitality and beauty care and service industries. These segments are highly competitive, primarily with respect to factors such as name recognition, demographic trappings, effectiveness of marketing, quality of service, convenience of location, quality of the property, pricing and range and quality of services and amenities offered. Our competitors are other hotels, restaurants, hospitality and beauty care and service companies in the markets in which we operate. We face local competition from other private members’ clubs, but we do not believe that we have direct competitors who possess a comparable geographic reach, portfolio or offering. The functional mix of services we provide gives us a sustainable competitive advantage.

Employees

Soho House & Co is committed to a policy of recruitment, promotion and training on the basis of aptitude and ability without discrimination of any kind. We have a dedicated Learning & Development team and offer a huge range of training, from customer service and leadership courses, to food tasting, cocktail training and first aid at work and health and safety courses. The management facilitates both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and re-training of employees who become disabled whilst employed by the company. None of our employees are covered by a collective bargaining agreement. We believe that we have generally good relationships with our employees.

We train our employees to take great pride serving our customers in accordance with our high standards. We combine learned best practices with innovative training techniques to meet our members’ needs through personalized service and attention. Employees are encouraged to discuss matters of current interest and concern related to the business with the management team. This open dialogue fortifies team cohesion and reinforces the value of employees to our corporate structure. We operate a training program for chefs and bartenders—Cook House and House Tonic , respectively—ensuring that each guest receives consistent food and beverage options across all of our Houses and restaurants.

Intellectual Property

We use a number of brand logos, including Soho House , Cowshed and Cecconi’s . A number of the trademarks, service marks and trade names that we use in conjunction with the operation of our business are registered; however, there are some jurisdictions where registration of Houses and concepts remain pending. For

example, in Canada, Brazil and India we have pending House and concept registration applications. Further, in Asia, where brand squatting continues to be an issue and the presence of incumbent domestic rights holders with ‘Soho’ marks in China and Hong Kong has made registering the “Soho House” trademark a challenge in those specific territories. We have not been able to protect our trademarks in significant jurisdictions.

Our aim is to own all trademarks, service marks and trade names related to the operations of the group. To the extent that there are pre-existing third-party rights in a particular jurisdiction we will assess the risk associated with those rights, and will take steps to challenge or negotiate with the owner, as appropriate in the circumstances of the case.

Legal Proceedings

From time to time we are subject to legal proceedings and claims that arise in the ordinary course of business. Such litigation could result in liability that, individually or in the aggregate, could have a material adverse effect on our business, results of operations or financial condition. Management does not believe that the outcome of any of those matters will have a material adverse effect on our financial position, results of operations or cash flows. We are not aware of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which we are aware), during the past 12 months, which may have, or have had in the recent past, significant effects on our financial position or profitability.

Environmental and Health and Safety Matters

We have not been notified of and are otherwise currently not aware of any contamination at our currently or formerly operated facilities for which we could be liable under environmental laws or regulations, and we currently are not engaged in any remediation or investigation activities in connection with any contamination conditions. There may, however, be environmental conditions currently unknown to us relating to our prior, existing or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired which could have a material adverse effect on our business.

New laws, regulations or policies or changes in existing laws, regulations or policies or in their enforcement, future spills or accidents or the discovery of currently unknown conditions or non-compliances may give rise to investigation and remediation liabilities, compliance costs, fines and penalties, or liability and claims for alleged personal injury or property damage due to substances or materials used in our operations or products or wastes generated thereby; any of which may have a material adverse effect on our business, financial condition, operating results or cash flow.

Information Technology

Opera is the hotel electronic point of sale (“EPoS”) system, which performs turnover recording and collection. The EPoS system provides effective communication between the front office and the back office, allowing employees to serve customers in a quick and consistent manner while maintaining a high level of control. Opera also provides support for automated stock management, payroll, labor scheduling, accounts payable, cash management and management reporting functions. Sales data is retained and organized by our system to help managers predict and schedule labor requirements. This data is also used to calculate average spend per head and number of individual product line items sold. The EPoS system operates across all sites with the exception of our operations in Istanbul, Turkey which are currently being integrated.

Product sales and most purchases are captured through the back office system and transferred directly to our general ledger system for accurate and timely reporting. All corporate computer systems, including laptops, restaurant computers and administrative support systems are connected using a wide-area network. This network supports an internal web site for daily administrative functions allowing us to eliminate paperwork from many functions and accelerate response time.

Membership Relationship Management Software (“MRM software”) performs customer database management. The MRM system contains a list of our members with their basic contact information as well as their subscription and payment information. This system connects to our members’ portal (House Seven) via a daily extract and to our payment systems (Braintree and Bottom-line) for membership fee charging. We are also currently developing technology to better track and monitor membership preferences.

MANAGEMENT

Soho House & Co Limited Soho House & Co Limited (“Parent”) is the direct parent company of the Issuer. The following table sets forth certain information regarding the directors and executive officers of Parent as of the date of this Listing Memorandum:

Name Age Position

Nick Jones ...... 52 Chief Executive Officer and Director Guy Williams ...... 52 Chief Commercial Officer Martin Kuczmarski ...... 40 Chief Operating Officer Ronald Burkle ...... 62 Director Richard Caring ...... 63 Director Bradford Nugent ...... 34 Director

The following are brief biographies describing the backgrounds of our directors and executive officers.

Nick Jones. Mr. Jones serves as the Chief Executive Officer of Soho House & Co. Mr. Jones founded Soho House & Co in 1992 with Café Boheme on Old Compton Street in the Soho District of London, and later opened the first Soho House in the building above Café Boheme in 1995. Since the opening of the first Soho House, he has opened 10 Houses and 16 restaurants. Previously, he was marketing manager at Grosvenor House Hotel in Park Lane, London, as part of the Trusthouse Forte training scheme that he joined in 1980. Also during his tenure at Trusthouse Forte, he established Over the Top , a small group of restaurants.

Guy Williams. Mr. Williams serves as the Chief Commercial Officer of Soho House & Co. Mr. Williams joined Soho House & Co in 2007 as Chief Financial Officer and has since grown his responsibilities to focus on international development and expansion. Prior to joining Soho House & Co, Mr. Williams served as the Finance Director at Bill Kenwright Limited, where he was involved in the financial restructuring of Everton FC. Prior to his role at Bill Kenwright Limited, Mr. Williams served as the Group Finance Director of both the WRU & Millennium Stadium during the 1999 Rugby World Cup. Prior to his involvement with the WRU & Millennium Stadium projects, he served as the first Finance Director of Harlequins RFC, a professional rugby club and previously was a professional rugby player for London Welsh and Bordeaux.

Martin Kuczmarski. Mr. Kuczmarski serves as the Chief Operating Officer of Soho House & Co. Mr. Kuczmarski joined Soho House & Co in 2008 as General Manager of Electric House and progressed to Director of Operations for U.K. and Europe before assuming his current role. Prior to Soho House & Co, Mr. Kuczmarski was involved in the Concept and Special Projects group at Campbell Gray Hotels, where he worked on key expansion and development initiatives. Prior to his role at Campbell Gray Hotels, he was the Food and Beverage Manager at Whatley Manor, where he oversaw the opening of the entire Food and Beverage operation.

Ron Burkle. Mr. Burkle has been a member of our board of directors since January 2012. Mr. Burkle founded The Yucaipa Companies in 1986 and is widely recognised as one of the preeminent investors in the hospitality, retail, manufacturing and distribution industries. Mr. Burkle has served as Chairman of the Board and controlling shareholder of numerous companies including Alliance Entertainment, Golden State Foods, Dominick’s, Fred Meyer, Ralphs and Food4Less. Mr. Burkle is Co-Chairman of the Burkle Center for International Relations at UCLA and is broadly involved in the community. Mr. Burkle is a trustee of the Carter Center, the National Urban League, Frank Lloyd Wright Conservancy and AIDS Project Los Angeles (APLA). Mr. Burkle was the Founder and Chairman of the Ralphs/Food4Less Foundation and the Fred Meyer Inc. Foundation. Mr. Burkle was a member of the board of Occidental Petroleum Corporation, KB Home, Kaufman & Broad S.A., Yahoo!, the J. Paul Getty Trust, the Los Angeles County Museum of Art, The Music Center and the Museum of Contemporary Art, Los Angeles. Mr. Burkle has received numerous honours and awards including the AFL-CIO’s Murray Green Meany Kirkland Community Service Award, the Los Angeles County Federation of Labor Man of the Year, the Los Angeles County Boy Scouts Jimmy Stewart Person of the Year Award and the APLA Commitment to Life Award.

Richard Caring. Mr. Caring has been a member of our board of directors since 2008. Mr. Caring holds diversified business interests in restaurants, nightclubs, hotels, private membership clubs and property. Mr. Caring currently serves as chairman of International Clothing Designs (Holdings) Ltd, The Caprice Group, The Birley Group, The Cote Restaurant Group, The Bills Restaurant Group and Wentworth Club. Mr. Caring started his career as one of the first fashion manufacturers to supply U.K. and U.S. retailers from Hong Kong and China.

Bradford B. Nugent. Mr. Nugent has been a member of our board of directors since 2012. Mr. Nugent joined The Yucaipa Companies in 2005. Mr. Nugent is active in sourcing and executing investment opportunities, structuring financing for investments, and monitoring portfolio company performance and strategic initiatives primarily in the hospitality and consumer sectors. Prior to joining Yucaipa, Mr. Nugent was an Investment Associate at a multi-strategy hedge fund with over $3 billion in commitments. Previously, Mr. Nugent was in the Leveraged Finance and Sponsor Coverage group at CIBC World Markets, consummating several leveraged transactions in various industries. Mr. Nugent currently serves on boards and monitors many of Yucaipa’s hospitality and consumer investments. Mr. Nugent received his BA with honours from Columbia College.

The following table sets forth certain information regarding the directors of the Issuer:

Name Age Position

Nick Jones ...... 52 Director Ronald Burkle ...... 62 Director Richard Caring ...... 63 Director Bradford Nugent ...... 34 Director

The company secretary of the Issuer is Elian Secretaries (Jersey) Limited (formerly known as Ogier Secretaries (Jersey) Limited), whose principal address is 44 Esplanade, St. Helier, Jersey JE4 9WG.

To the best of the Issuer’s knowledge, no potential conflict exists between any duties to the Issuer of the directors of the Issuer listed above and their private interests or other duties in respect of their management roles.

Corporate Governance Matters The board of directors of Soho House & Co Limited consists of four members: Nick Jones, Ronald Burkle, Richard Caring and Bradford Nugent. We do not have any committees within the board of directors.

PRINCIPAL SHAREHOLDERS

The Issuer The authorised share capital of the Issuer is £1,000,000,000 divided into 1,000,000,000 shares of £1.00 each. All of the Issuer’s issued and outstanding shares are held by Soho House & Co Limited (“Parent”) and all of the Issuer’s shares are fully paid-up.

Parent All of Parent’s 171,054,680 issued and outstanding shares, comprising 166,585,263 A ordinary shares and 4,469,417 B Ordinary shares, are held by four shareholders: Richard Caring, Nick Jones, Yucaipa American Alliance Fund II, LP and Yucaipa American Alliance (Parallel) Fund II, LP. Richard Caring beneficially owns 52,891,000 A ordinary shares, which comprise 30.9% of shares outstanding. Nick Jones beneficially owns 13,000,000 A ordinary shares and 4,469,417 B ordinary shares, which comprise 10.2% of shares outstanding. Yucaipa American Alliance Fund II, LP beneficially owns 60,703,172 A ordinary shares, which comprise 35.5% of shares outstanding. Yucaipa American Alliance (Parallel) Fund II, LP beneficially owns 39,991,091 A ordinary shares, which comprise 23.4% of shares outstanding.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Shareholders’ Agreement Parent is a party to a Shareholders’ agreement with Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P. (collectively, the “Yucaipa Funds”), Richard Caring and Nick Jones dated as of January 12, 2012. The terms of the shareholders’ agreement apply to each shareholder for so long as they are a shareholder and the shareholders’ agreement ceases to have effect upon a sale of the majority of the shares of the Parent, a listing of the shares of the Parent on a recognised investment exchange, a liquidation of the Parent or a disposal of the whole or a substantial part of the undertakings and assets of the group. The shareholders’ agreement regulates the affairs of the Parent and the relationship between the shareholders, including customary provisions such as permitted transfers, pre-emption rights on issue, drag-along and tag- along rights, rights of first offer and also sets out certain board/threshold shareholder consent rights required to be obtained in order for the Parent or any group company to take certain actions.

Management Rights Agreement The Parent is also a party to a Management Rights Agreement with the Yucaipa Funds dated as of January 12, 2012 (the “Rights Agreement”). The Rights Agreement provides that the Yucaipa Funds are entitled to designate up to three non-executive directors to the Board of Directors of the Parent.

Shareholder Loan Notes Each of the shareholders of Parent has provided certain shareholder loan notes to Parent in the form of unsecured, loan notes (the “Loan Notes”) in the following amounts (as of September 27, 2015): • £6,000,000 loan note instrument; • £7,061,322 loan note (but only £1,161,322 was distributed); and • £11,338,282 loan note instrument.

The Loan Notes constitute unsecured obligations, and the rights of the noteholders under such Loan Notes are contractually subordinated to any secured senior indebtedness of Parent, including the Notes offered hereby. Each of the Loan Notes matures in September 2020. The Loan Notes do not accrue any interest and significant restrictions on transfer apply.

Employment Agreements We entered into an employment agreement with Nick Jones, one of our principal shareholders, on January 13, 2012. The terms of the employment agreement provide for the employment of Mr. Jones as Chief Executive at a base salary of $1,000,000 per year (the “base salary”), subject to annual increases of up to 5% in the discretion of the board of directors, and payment into a personal pension of a sum equal to 5% of the base salary. In addition, pursuant to the employment agreement, Mr. Jones is entitled to participate in a bonus scheme, whether paid in cash or other forms such as shares or share options, subject to the rules of the applicable scheme. The employment agreement may be terminated upon 6 months written notice.

We are party to a service agreement with Guy Williams, dated as of November 1, 2006. The service agreement expires on the 65th birthday of Mr. Williams, subject to the early termination provisions requiring three months prior written notice. The terms of the service agreement provide for a base salary of £140,000 per year, subject to review from time to time and a discretionary bonus.

We are also party to a service agreement with Martin Kuczmarski, dated as of February 4, 2008. The service agreement survives until termination and may be terminated upon one month’s prior written notice. The terms of the service agreement provide for a base salary of £80,000 per year, subject to review from time to time.

Other Related Party Transactions An amount of £640,000 is due from Soho House Sydell LLP, a company related by common shareholders of the Parent. Additionally, an amount of £1,248,000 is due from Soho House Toronto Partnership in respect of a loan provided by Soho House & Co. Finally, an amount of £1,332,000 was paid as rent to 33 Ninth Commercial Owner, LLC., a company related by common shareholders.

DESCRIPTION OF OTHER INDEBTEDNESS

Revolving Credit Facility

We entered into a revolving credit facility (the “revolving credit facility” and the document evidencing such revolving credit facility, the “revolving credit facility agreement”) with Barclays Bank PLC on September 27, 2013. The borrowers under the revolving credit facility are SHG Acquisition (UK) Limited and Soho House U.S. Corp., both wholly owned indirect subsidiaries of the Issuer (collectively, the “Borrowers”). The revolving credit facility provides for borrowings up to an aggregate of £25.0 million. The revolving credit facility limits the amount of borrowing under the revolving credit facility by Soho House U.S. Corp. and its subsidiaries incorporated in the U.S. to the lower of £10.0 million and 1.5 times the EBITDA (as defined in the revolving credit facility agreement) of Soho House U.S. Corp. and its subsidiaries. Loans under the revolving credit facility are capable of being borrowed, repaid and re-borrowed at any time in accordance with the terms thereof.

The revolving credit facility matures on March 27, 2018. Borrowings under the revolving credit facility are required to be repaid in full on or prior to that date.

Borrowings under the revolving credit facility bear interest at a floating rate equal to LIBOR plus an applicable margin.

The revolving credit facility is guaranteed by substantially the same guarantors guaranteeing the notes and, subject to certain limitations, is secured by substantially the same Collateral, subject to certain agreed security principles. The Collateral is subject to an intercreditor agreement. See “Description of Notes— Intercreditor Agreement”. Collateral has been given by the obligors over their ownership interests in each guarantor and over the material assets of each Borrower and each guarantor, subject to agreed security principles.

The revolving credit facility agreement contains customary affirmative and restrictive covenants and a financial covenant. The revolving credit facility agreement contains, subject to certain modifications, certain of the incurrence covenants and restrictive covenants that are contained in the indenture governing the notes.

The affirmative covenants require, among other things, (a) obtaining, compliance with and maintenance of all authorisations; (b) compliance with laws and regulations including as to environmental and pensions matters; (c) payment of taxes; (d) maintenance of pari passu ranking; (e) maintenance of ranking of the revolving credit facility; (f) preservation of assets; (g) providing access; (h) maintenance of insurances; (i) preservation and maintenance of intellectual property; (j) requirement that certain financial ratios are satisfied; (k) the creation of the security; (l) that transactions are completed on arms’ length terms; and (m) further assurance provisions.

The restrictive covenants also include a restriction (the “Notes Purchase Condition”) on any restricted group company purchasing or redeeming the notes or any other debt replacing the notes following a refinancing or any other financial indebtedness with a maturity of twelve months or more (“Relevant Debt”) where this would reduce the aggregate amount of Relevant Debt to less than £63.0 million without making a pro rata cancellation and, if applicable, prepayment of the revolving credit facility (for these purposes distinguishing between mandatory purchase or redemption, in which case the principal amount offered in respect of such purchase or redemption shall be used as the basis for such pro rata calculation, and voluntary purchase or redemption, in which case the aggregate amount actually accepted and applied thereto shall be used as the basis for such calculation).

Under the revolving credit facility agreement, we are obliged to comply with a minimum consolidated EBITDA (as defined therein) financial covenant for as long as there are borrowings outstanding under the revolving credit facility of £6.25 million or more. Under this covenant, the consolidated EBITDA of the Restricted Group (as defined therein) must not be less than £15.0 million for the twelve month period ending on the most recent quarter date (the “Minimum EBITDA Covenant”). This Minimum EBITDA Covenant is calculated and tested quarterly on a rolling twelve month basis by reference to our consolidated annual financial statements and our consolidated quarterly financial statements.

In addition, utilisations of the revolving credit facility are only permitted to the extent that the Minimum EBITDA Covenant has been complied with as at the end of the immediately preceding quarter date.

The revolving credit facility agreement provides for customary events of default (subject to materiality thresholds, grace periods and other exceptions and qualifications), including (a) non-payment; (b) breach of the financial covenants; (c) breach of other covenants and other obligations; (d) misrepresentation; (e) cross default; (f) insolvency; (g) insolvency proceedings; (h) creditor’s process; (i) unlawfulness and invalidity; (j) breach by a party to the revolving credit facility agreement of the intercreditor agreement and failure by other parties thereto (other than a Finance Party or an Obligor) to comply in any material respect with their obligations under the intercreditor agreement; (k) cessation of business; (l) audit qualification; (m) expropriation; (n) repudiation/rescission; (o) litigation; and (p) material adverse change.

The revolving credit facility agreement is governed by and construed and enforced in accordance with English law except that provisions carried across from the indenture governing the notes, including restrictive covenants and related definitions, shall be interpreted in accordance with New York law. Any security documents in relation to assets sited in a jurisdiction other than England and Wales are governed by the lex sites of these assets.

In connection with closing of the offering of the existing notes and in connection with the closing of our revolving credit facility, we entered into an intercreditor agreement which sets forth, among other things, the respective rights and obligations of the parties to the intercreditor agreement with respect to the collateral securing our revolving credit facility and the notes. See “Description of Notes—Intercreditor Agreement.”

Other Existing Indebtedness

Miami Debt

Following an $81.5 million freehold property acquisition in March 2014, we now own the entire Soho Beach House property in Miami (the “Miami Acquisition”). In connection with the Miami Acquisition, we established two special purpose subsidiaries, one of which entered into a $55 million loan agreement and the other of which entered into a $12 million mezzanine agreement with Ladder Capital. The loan bears interest at the rate of 6.067% per annum and matures on April 6, 2019. The loan agreement also includes an excess cash flow sweep provision relative to the borrower that is triggered under certain circumstances, including if our Miami Property fails to exceed certain operating and membership levels. The mezzanine facility bears interest at the rate of 13% per annum and also matures on April 6, 2019. In addition, the incurrence of additional debt by these two special purpose subsidiaries is prohibited, with exceptions for trade payables and refunds of membership fees, which combined cannot exceed $2.2 million.

The obligations under each of the loan agreement and the mezzanine agreement are guaranteed solely by US AcquireCo, Inc. (“AcquireCo”), the holding company for our U.S. operations and a guarantor of the notes. Under the terms of the non-recourse guarantees, AcquireCo is liable only for certain specified breaches of the borrowers (not including defaults in the payment of interest or principal) and the obligations of the borrowers would become fully recourse to AcquireCo only in certain circumstances. AcquireCo is also subject to a maximum leverage ratio and a minimum liquid assets covenant under the guarantees.

In connection with the Miami Acquisition, our subsidiary that owns the Miami Property entered into a long term lease with another subsidiary of ours, Soho House Beach House, LLC (“Soho House Beach House”), which is the operator of the property. In connection with the lease, Parent and AcquireCo agreed to guarantee all obligations of Soho House Beach House under the lease.

As part of the transaction, W.P. Carey, the seller of the portion of the Miami Property we did not own and former lender to our Miami operations, agreed to provide seller financing and received redeemable preferred units from one of our Miami holding company entities that pay an 8.5% coupon per annum for five years with a final $15 million payment in March 2019. In addition, the redeemable preferred units are backed by a $1.275 million letter of credit issued by Wells Fargo Bank, N.A. The redeemable preferred units will be treated as indebtedness for financial reporting in accordance with U.K. GAAP and other purposes.

See also the description of certain shareholder funding arrangements included in the “Certain Relationships and Related Party Transactions” section of this listing memorandum.

DESCRIPTION OF NOTES

The notes offered hereby (the “additional notes ”) will be issued under the indenture (the “Base Indenture ”), dated as of September 27, 2013, as supplemented by the first supplemental indenture, dated as of May 9, 2014 (the “First Supplemental Indenture ”), and the second supplemental indenture, to be dated as of May 14, 2014 (the “Second Supplemental Indenture ” and, together with the First Supplemental Indenture, the “Supplemental Indentures ,” and, the Supplemental Indentures together with the Base Indenture, the “Indenture ”), among Soho House Bond Limited, a limited company organised under the laws of Jersey (the “Issuer ”), the Guarantors, and Wells Fargo Bank, National Association, a national banking association, as trustee (in such capacity, the “Trustee ”), in a private transaction that is not subject to the registration requirements of the Securities Act. Holders of notes will not be entitled to any registration rights. See “Notice to Investors.” The additional notes will have substantially identical terms as the Issuer’s outstanding 9.125% Senior Secured Notes due 2018 issued on September 27, 2013 (the “ original notes ”) and the Issuer’s outstanding 9.125% Senior Secured Notes due 2018 issued on May 9, 2014 (the “ second issuance notes ” and, together with the original notes, the “existing notes ”). The terms of the notes include those set forth in the Indenture. The Indenture does not incorporate or include any of the provisions of the U.S. Trust Indenture Act of 1939, as amended.

The additional notes will constitute the same series of securities as the existing notes for purposes of the Indenture and holders of the additional notes will vote together with holders of the existing notes on all matters as provided in the Indenture. Except as the context otherwise requires, the term “notes” includes the existing notes, the additional notes and any other additional notes issued under the Indenture.

The following description is a summary of the material terms and provisions of the notes, the Indenture, the Intercreditor Agreement and the other Security Documents. Such descriptions do not purport to be a complete description of the notes or such agreements and is subject to the detailed provisions of, and qualified in their entirety by reference to, the Indenture, the Intercreditor Agreement and the other Security Documents. We urge you to read the Indenture, the Security Documents and the Intercreditor Agreement because they, and not this description, define your rights as holders of the notes. Copies of the Indenture, the Intercreditor Agreement and the Security Documents will be provided as set forth below in the section entitled “Additional Information”.

You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” In this description, the words “Issuer,” “we,” “us” and “our” refer only to Soho House Bond Limited and not to any of its subsidiaries.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

The notes:

• are the general obligations of the Issuer;

• rank pari passu in right of payment with all of the Issuer’s existing and future senior indebtedness (including the Credit Agreement), subject to the waterfall provisions in the Intercreditor Agreement in respect of proceeds from the enforcement of collateral;

• are senior in right of payment to any existing or future subordinated indebtedness of the Issuer;

• are secured as set forth below under “—Security”;

• are effectively senior to all of the Issuer’s existing and future unsecured indebtedness to the extent of the value of the collateral securing the notes;

• are structurally subordinated to all existing and future indebtedness and other liabilities of the Issuer’s subsidiaries that do not guarantee the notes (including the indebtedness incurred by

the Issuer’s non-Guarantor subsidiaries in connection with the completion of the acquisition of the Miami Property); and

• are unconditionally guaranteed by each Guarantor.

The Note Guarantees

The notes are guaranteed fully and unconditionally, jointly and severally, by the Guarantors. Each guarantee of the notes:

• is a general obligation of each Guarantor;

• ranks pari passu in right of payment with all of such Guarantor’s existing and future senior indebtedness (including the guarantees in favour of the Credit Agreement);

• is senior in right of payment to any existing or future subordinated indebtedness of the Guarantor;

• is secured as set forth below under “—Security”;

• is effectively senior to all of such Guarantor’s existing and future unsecured indebtedness to the extent of the value of the collateral securing the Note Guarantee of such Guarantor; and

• is structurally subordinated to all existing and future indebtedness and other liabilities of such Guarantor’s subsidiaries that do not guarantee the notes (including the indebtedness incurred by such Guarantor’s subsidiaries in connection with the completion of the acquisition of the Miami Property).

Under the terms of the Intercreditor Agreement, the holders of the notes will receive proceeds from the enforcement of the Collateral only after (i) certain costs and expenses of, amongst others, the Collateral Agent and the Trustee, (ii) the lenders under the Credit Agreement and (iii) counterparties to certain hedging obligations, have been paid in full as set forth under “—Intercreditor Agreement”.

Substantially all of the operations of the Issuer are conducted through its Subsidiaries, and, therefore, the Issuer depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations under the notes. Not all of the Issuer’s Subsidiaries are guaranteeing the notes, and the notes are effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of such non-Guarantor Subsidiaries. Any right of the Issuer to receive assets of any of its non- Guarantor Subsidiaries upon such Subsidiary’s liquidation or reorganisation (and the consequent right of the holders of the notes to participate in those assets) is effectively subordinated to the claims of that non-Guarantor Subsidiary’s creditors, except to the extent that the Issuer is itself recognised as a creditor of the non-Guarantor Subsidiary, in which case the claims of the Issuer would still be subordinate in right of payment to any security in the assets of the non-Guarantor Subsidiary and any Indebtedness of the non-Guarantor Subsidiary senior to that held by the Issuer. The notes, therefore, are effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of the Issuer that are not Guarantors.

Not all of our subsidiaries are Guarantors. For the 39 weeks ended September 27, 2015, our subsidiaries that will be non-guarantor Subsidiaries generated 17% of consolidated turnover and 15% of consolidated EBITDA and held 27% of consolidated total assets.

Under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture and will not guarantee the notes.

Principal, Maturity and Interest

The Issuer issued £115.0 million in aggregate principal amount of existing notes on September 27, 2013, issued £30.0 million in aggregate principal amount of existing notes on May 14, 2014, and issued £7.5 million in aggregate principal amount of additional notes in this offering. The Issuer may issue new additional notes under the Indenture from time to time after this offering. Any issuance of new additional notes is subject to all of the covenants in the Indenture, including the covenant described below under the caption “—Certain

Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The existing notes, the additional notes offered hereby and any new additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, the Security Documents and the Intercreditor Agreement. Unless the context requires otherwise, references to “notes” for all purposes of the Indenture and this “Description of Notes” also includes any other new additional notes that are actually issued under the Indenture. The Issuer will issue new additional notes in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The notes will mature on October 1, 2018.

Interest on the notes accrues at the rate of 9.125% per annum and is payable semi-annually in arrears on April 1 and October 1 of each year. Interest on overdue principal and interest, including Additional Amounts (as defined herein), if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. The Issuer will make or cause to be made each interest payment to the holders of record on the immediately preceding March 15 and September 15.

Interest on the additional notes will accrue from April 1, 2014. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

All payments on the notes will be made at the office or agency of the Paying Agent (as defined below) and Registrar (as defined below) unless the Issuer elects to make interest payments by check mailed to the noteholders at their respective addresses set forth in the register of holders; provided that all payments of principal of, and interest, Additional Amounts and premium with respect to, the notes represented by one or more global notes will be made by wire transfer of immediately available funds to the accounts specified by the holder or holders thereof (or transmitted otherwise in accordance with the procedures described under “— Selection and Notice”). In addition, all payments on the notes issued in global form as discussed under “Book- Entry; Delivery and Form” will be made pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear or Clearstream. No service charge will be made for any registration of transfer or exchange of notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents (each, a “Paying Agent ”) for the notes in Luxembourg (the “Principal Paying Agent ”), for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require. The Issuer will ensure, to the extent permitted by law, that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct Tax pursuant to the European Union Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive. The initial Paying Agent is Société Générale Bank & Trust in Luxembourg.

The Issuer will also maintain one or more registrars (each, a “Registrar ”) with offices in Luxembourg, for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require. The Issuer will also maintain a transfer agent in Luxembourg. The initial Registrar is Société Générale Bank & Trust in Luxembourg. The initial transfer agent is Société Générale Bank & Trust in Luxembourg. The Registrar and the transfer agent in Luxembourg maintain a register reflecting ownership of Definitive Registered Notes (as defined herein) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on the behalf of the Issuer.

The Issuer may change the Paying Agents, the Registrars or the transfer agents without prior notice to the holders. For so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market and the rules and regulations of the Luxembourg Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or transfer agent in a newspaper having a general circulation in Luxembourg (which is currently expected to be the Luxemburger Wort ) or, to the extent and in the manner permitted by such rules, posted on the official website of the Luxembourg Stock Exchange ( www.bourse.lu ).

Transfer and Exchange

Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act will initially be represented by one or more global notes in registered form without interest coupons attached (the “144A Global Notes ”), and notes sold outside the United States pursuant to Regulation S under the Securities Act will initially be represented by one or more global notes in registered form without interest coupons attached (the “Reg S Global Notes ” and together with the 144A Global Notes, the “Global Notes ”).

During the 40-day distribution compliance period, book-entry interests in the Regulation S Global Notes may be transferred only to non-U.S. Persons under Regulation S under the Securities Act or to persons whom the transferor reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A or otherwise in accordance with applicable transfer restrictions and any applicable securities laws of any state of the United States or any other jurisdiction.

Ownership of interests in the Global Notes (the “Book-Entry Interests ”) will be limited to persons that have accounts with Euroclear or Clearstream or Persons that may hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification requirements summarised below and described more fully under “Notice to Investors”. In addition, transfers of Book-Entry Interests between participants in Euroclear or Clearstream will be effected by Euroclear or Clearstream pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear or Clearstream and their respective participants.

Book-Entry Interests in the 144A Global Note, or the “Restricted Book-Entry Interest ”, may be transferred to a person who takes delivery in the form of Book-Entry Interests in the 144A Global Note, as applicable, or the “Reg S Book-Entry Interests ”, only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act.

Any Book-Entry Interest that is transferred as described in the immediately preceding paragraphs will, upon transfer, cease to be a Book-Entry Interest in the Global Note from which it was transferred and will become a Book-Entry Interest in the Global Note to which it was transferred. Accordingly, from and after such transfer, it will become subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in the Global Note to which it was transferred.

If definitive registered notes in certificated form (“Definitive Registered Notes ”) are issued, they will be issued only in minimum denominations of £100,000 principal amount and integral multiples of £1,000 in excess thereof, upon receipt by the applicable Registrar of instructions relating thereto and any certificates and other documentation required by the

Indenture. It is expected that such instructions will be based upon directions received by Euroclear or Clearstream, as applicable, from the participant which owns the relevant Book-Entry Interests. Definitive Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indenture or as otherwise determined by the Issuer in compliance with applicable law, be subject to, and will have a legend with respect to, the restrictions on transfer summarised below and described more fully under “Notice to Investors”.

Subject to the restrictions on transfer referred to above, notes issued as Definitive Registered Notes may be transferred or exchanged, in whole or in part, in minimum denominations of £100,000 in principal amount and integral multiples of £1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Registered Notes. In connection with any such transfer or exchange, the Indenture requires the transferring or exchanging holder to, among other things, furnish appropriate endorsements and transfer documents, furnish information regarding the account of the transferee at Euroclear or Clearstream, where appropriate, furnish certain certificates and opinions and pay any Taxes in connection with such transfer or exchange. Any such transfer or exchange will be made without charge to the holder, other than any Taxes payable in connection with such transfer or exchange.

Notwithstanding the foregoing, the Issuer is not required to register the transfer of any Definitive Registered Notes: (1) for a period of 15 days prior to any date fixed for the redemption of the notes; (2) for a period of 15 days immediately prior to the date fixed for selection of notes to be redeemed in part; (3) for a period of 15 days prior to the record date with respect to any interest payment date; or (4) which the holder has

tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

Additional Amounts

All payments made to a holder of notes by the Issuer under or with respect to the notes or any of the Guarantors with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is then incorporated or organised, engaged in business for Tax purposes or is considered a resident for Tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor or any political subdivision thereof or therein, and any political subdivision thereof or therein (each such jurisdiction described in clauses (1) and (2), a “Tax Jurisdiction ”) will at any time be required to be made from any payments made to a holder of notes by the Issuer under or with respect to the notes or any of the Guarantors with respect to any Note Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts ”) as may be necessary in order that the net amounts received in respect of such payments by each holder after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided , however , that no Additional Amounts will be payable with respect to:

(1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the relevant holder or Beneficial Owner of the notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or a possessor of power over the relevant holder or Beneficial Owner, if the holder or Beneficial Owner is an estate, nominee, trust, partnership, limited liability company or corporation) and the relevant Tax Jurisdiction (including being a resident of such jurisdiction for Tax purposes), other than any connection arising solely from the acquisition of or holding of such note, the enforcement of rights under such note or under a Note Guarantee or the receipt of any payments in respect of such note or a Note Guarantee;

(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period);

(3) any estate, inheritance, gift, sales, transfer, excise, personal property or similar Taxes;

(4) any Taxes withheld, deducted or imposed on a payment to an individual that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;

(5) Taxes imposed on or with respect to a payment made to a holder or Beneficial Owner of notes who would have been able to avoid such withholding or deduction by presenting the relevant note to another Paying Agent in a member state of the European Union;

(6) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the notes or with respect to any Note Guarantee;

(7) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or Beneficial Owner of notes, following the Issuer or any Guarantor’s written request addressed to the holder or Beneficial Owner (and made at a time that would enable the holder or Beneficial Owner acting reasonably to comply with that request, and in all events, at least 45 days before any such withholding or deduction would be required on payments to the holder or Beneficial Owner), to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative

practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or Beneficial Owner is not a resident in the Tax Jurisdiction), but in each case, only to the extent the holder or Beneficial Owner is legally entitled to provide such certification or documentation;

(8) any Taxes to the extent such Taxes are directly attributable to the failure of the representation in paragraph (1) under “Notice to Investors” to be true with respect to such relevant holder or Beneficial Owner;

(9) any U.S. federal withholding Taxes imposed pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (the “Code ”), any regulations or official interpretations thereof, any law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to section 1471(b)(1) of the Code;

(10) any Tax that is imposed on or with respect to any payment made to any holder who is a fiduciary or partnership or any Person other than the sole Beneficial Owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the Beneficial Owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or Beneficial Owner been the actual holder of the applicable note; or

(11) any combination of items (1) through (10) above.

In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder (and the Trustee and the Collateral Agent, as applicable) for any present or future stamp, issue, registration, court or documentary Taxes, or similar Taxes (including penalties and interest related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the notes or any Note Guarantee (limited, in the case of Taxes attributable to payments with respect thereto, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (5) or (7) through (9)) except for any such Taxes imposed or levied as a result of a transfer or assignment of the Notes after this offering.

If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than 30 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Unless and until a responsible officer of the Trustee receives such an Officers’ Certificate, the Trustee may presume without inquiry that no Additional Amounts are payable.

The Issuer or the relevant Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to a holder or the Trustee upon written request, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not available, other evidence of payments reasonably deemed appropriate by such entity.

Whenever in the Indenture or in this “Description of Notes” there is mentioned, in any context, the payment of principal, interest or of any other amount payable under, or with respect to, any of the notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The above obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or Beneficial Owner of its notes, and will apply, mutatis mutandis , to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated or organised, is engaged in business for Tax purposes, or is considered a resident for Tax purposes or any jurisdiction from or through which such Person makes any payment on the notes (or any Note Guarantee) and any political subdivision thereof or therein.

Note Guarantees

The notes are guaranteed by the Guarantors. These Note Guarantees are joint and several obligations of the Guarantors. The obligations of the Guarantors are limited under the applicable Note Guarantee to reflect limitations under applicable law with respect to maintenance of share capital, corporate benefit, financial assistance, fraudulent conveyance and other legal restrictions applicable to the Guarantors and their respective shareholders, directors and general partners. See “Risk Factors—Risks Related to the Notes and this Offering— Fraudulent transfer laws may permit a court to avoid the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received. If this occurs, noteholders may not receive any payments on the notes ” and “Risk Factors—Risks Related to the Notes and this Offering—The collateral agent may not be able to enforce, or recover any amounts under, the collateral or the guarantees due to restrictions on enforcement and other restrictions that may apply under multiple jurisdictions .”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate, amalgamate or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee pursuant to a supplemental indenture, the Intercreditor Agreement and the other Security Documents, each reasonably satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, amalgamation or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

(2) in connection with any sale, transfer or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale, transfer or other disposition does not violate the “Asset Sale” provisions of the Indenture;

(3) if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

(4) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the notes pursuant to the covenant described under “—Certain Covenants—Additional Note Guarantees”, the release or discharge of the guarantee of Indebtedness by such Restricted Subsidiary which resulted in the obligation to guarantee the notes;

(5) upon the consummation of any transaction permitted under the Indenture following which that Guarantor is no longer a Restricted Subsidiary of the Issuer; or

(6) upon legal or covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

In connection with the release of a Guarantee as provided herein and upon receipt of an Officers’ Certificate and Opinion of Counsel that the conditions precedent to such release in the Indenture have been satisfied, the Trustee will promptly execute any release documentation with respect thereto as reasonably requested in writing by the Issuer. See “—Repurchase at the Option of Holders—Asset Sales.”

Under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Issuer will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” The effect of designating a Subsidiary as an “Unrestricted Subsidiary” will be:

• the Unrestricted Subsidiary will not be subject to the restrictive covenants in the Indenture;

• a Subsidiary that has previously been a Guarantor and that is designated as an “Unrestricted Subsidiary” will be released from its Note Guarantee; and

• the assets, income, cash flow and other financial results of the Unrestricted Subsidiary will not be consolidated with those of the Issuer for purposes of calculating compliance with the restrictive covenants contained in the Indenture.

Security

Security Documents

Pursuant to the Security Documents entered into by the Issuer, the Guarantors and Wells Fargo Trust Corporation Limited, as collateral agent (in such capacity, the “Collateral Agent”) in favour of the Collateral Agent for the benefit of the Trustee and the holders of notes, the notes and the Note Guarantees are secured by first-ranking liens over the Collateral. Subject to the terms of the Indenture and the Intercreditor Agreement, certain other Indebtedness, including, but not limited to, the Credit Agreement and certain hedging obligations also are permitted to be secured by the Collateral now and in the future. The Credit Agreement and certain Hedging Obligations will have priority with respect to any proceeds received upon any enforcement action over the Collateral as described below. The Collateral has been pledged pursuant to the Security Documents to the Collateral Agent on behalf of the Trustee and the holders of the secured obligations that are secured by the Collateral, including holders of the notes. The Collateral is contractually limited to reflect limitations under applicable law with respect to maintenance of share capital, corporate benefit, financial assistance, fraudulent conveyance and other legal restrictions applicable to the security providers.

As of the date of this listing memorandum, the Collateral consists of substantially all of the assets of the Issuer and the Guarantors, subject to applicable security principles and subject to assets that are the subject of Permitted Liens; provided , that the Collateral does not include any of the following assets (collectively, the “Excluded Assets ”):

(1) any asset or property right of the Issuer or any Guarantor of any nature:

(a) if the grant of a security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of such asset or property right or the Issuer’s or any Guarantor’s loss of use of such asset or property right or (ii) a breach, termination or default under any lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the United States Bankruptcy Code) or principles of equity) to which the Issuer or such Guarantor is party; and

(b) Property and assets owned by the Issuer or any Guarantor in which a Lien may not be granted without governmental approval or consent to the extent that any applicable law or regulation prohibits the creation of a security interest thereon;

provided , however , that (x) such asset or property right will cease to be an Excluded Asset immediately and automatically at such time as the condition causing such abandonment, invalidation, unenforceability, breach, termination, default or prohibition is remedied or ceases

to exist and (y) to the extent severable, any portion of any such asset or property right that does not result in any of the consequences specified in clauses (a) and (b) in this clause (1) will not be an Excluded Asset;

(2) any asset which is the subject of a Security Document governed by the laws of England and Wales and which is intellectual property held under a license or its rights under any contractual agreement in respect of which the relevant license or contractual agreement either precludes absolutely or conditionally (including the consent of any third party) the Issuer or any Guarantor from creating any charge over its interest in that intellectual property or its rights in any contractual arrangement (as applicable); provided that such intellectual property or contractual right will cease to be an Excluded Asset immediately and automatically if the condition precluding the creation of a change ceases to exist, is waived, remedied or satisfied (including where any necessary consent is obtained);

(3) any applications for trademarks or service marks filed in the United States Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(b) unless and until evidence of use of the mark in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. § 1051 Section 1(c) or Section 1(d);

(4) (i) deposit and securities accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the U.S. Internal Revenue Service or state or local government agencies within the following two months with respect to employees of the Issuer or any Guarantor, and (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of the Issuer or any Guarantor, (ii) all segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts and (iii) until the occurrence and continuance of an Event of Default, deposit and securities accounts maintained by the Issuer or a Guarantor with a total amount on deposit at any one time of less than £500,000 in the aggregate;

(5) fixed or capital assets owned by the Issuer or any Guarantor that is subject to a capital lease, purchase money obligations or mortgage financing, in each case permitted to be incurred pursuant to the covenants described below under the captions “—Certain Covenants— Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Certain Covenants— Liens” if the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such fixed or capital assets, but only for so long as such prohibition is in effect and only with respect to the portion of such fixed or capital assets as to which such other Lien attaches and such prohibition applies;

(6) (a) all real property currently owned other than the interest in the Babbington House property and High Road House property, (b) any real property acquired by the Issuer or the Guarantors after the Issue Date with a Fair Market Value of less than £10.0 million and (c) all of the Issuer’s and Guarantors’ right, title and interest in any leasehold or other non-fee simple interest in any real property;

(7) the Miami Property; and

(8) certain other exceptions described in the Security Documents; and

(9) any pledges of equity interests in Soho Beach House, LLC, Soho-Ryder Acquisition LLC and Ryder Properties, LLC.

Intercreditor Agreement

In connection with entering into the Credit Agreement and the Base Indenture, the Issuer, the Guarantors and certain other subsidiaries of the Issuer, the Trustee and the Collateral Agent entered into the Intercreditor Agreement to govern the relationships and relative priorities among: (i) the lenders under the Credit Agreement; (ii) any persons that accede to the Intercreditor Agreement as counterparties to certain hedging agreements (collectively, the “Hedging Agreements ” and any persons that accede to the Intercreditor Agreement as counterparties to the Hedging Agreements are referred to in such capacity as the “Hedge

Counterparties ”); (iii) the Trustee, on its behalf and on behalf of the holders of the notes (iv) intragroup creditors and debtors; and (v) the direct or indirect shareholder of the Issuer in respect of certain structural debt that the Issuer has or may incur in the future (including any subordinated shareholder loans) among other things, in connection with the documents in respect of the indebtedness that will share in the Collateral (the “Secured Debt Documents ”). In addition, the Intercreditor Agreement regulates the relationship between the Issuer and its Restricted Subsidiaries, on the one hand, and shareholders of the Issuer and related parties, on the other hand.

The Issuer, each of its Restricted Subsidiaries and any Guarantor that incurs any liability or provides any guarantee under the Credit Agreement or the Indenture are each referred to in this description as a “Debtor ” and are referred to collectively as the “Debtors ”. In this description “Group ” refers to the Issuer and its Restricted Subsidiaries.

The Intercreditor Agreement sets forth:

• the relative ranking of certain Indebtedness of the Debtors;

• the relative ranking of certain Collateral granted by the Debtors;

• when payments can be made in respect of certain Indebtedness of the Debtors;

• when enforcement actions can be taken in respect of that Indebtedness;

• the terms pursuant to which that Indebtedness will be subordinated upon the occurrence of certain insolvency events;

• turnover provisions; and

• when security and guarantees will be released to permit a sale of any assets subject to Collateral.

The Intercreditor Agreement contains provisions relating to future Indebtedness that may be incurred by the Issuer and the Guarantors that is permitted by the Credit Agreement and the notes to rank pari passu with the liabilities under the Credit Agreement and the notes and be secured by the Collateral, subject to the terms of the Intercreditor Agreement (such debt being “Pari Passu Liabilities ” and the creditors of such debt being “Pari Passu Creditors ”). The Intercreditor Agreement also contains provisions which permit, following the discharge of all liabilities under the initial Credit Agreement, the incurrence of a further revolving credit facility which constitutes a Credit Facility under the Indenture, which shares security in accordance with the key terms of the Intercreditor Agreement and the creditors of which are entitled to rank senior to the holders of the notes in respect of the proceeds of enforcement of Collateral. Following the discharge in full of the initial Credit Agreement, any further credit agreement documenting such further revolving credit facility shall constitute the Credit Agreement. Each lender under the Credit Agreement is a “Credit Facility Lender ” and the liabilities of the Debtors to the Credit Facility Lenders are the “Credit Facility Lender Liabilities ”.

Unless expressly stated otherwise in the Intercreditor Agreement, in the event of a conflict between the terms of the Credit Agreement, any Hedging Agreement, any pari passu debt document, any security document, any intra-group debt document or any shareholder debt document or the Indenture and the Intercreditor Agreement, the provisions of the Intercreditor Agreement will prevail.

By accepting a note, holders of the notes shall be deemed to have agreed to, and accepted the terms and conditions of, the Intercreditor Agreement.

The following description is a summary of certain provisions, among others, contained in the Intercreditor Agreement. It does not restate the Intercreditor Agreement in its entirety, and we urge you to read that document because it, and not the description that follows, defines your rights as holders of the notes.

Ranking and Priority

The Intercreditor Agreement provides, subject to the provisions in respect of permitted payments and “Application of Proceeds” described below, that the Credit Facility Lender Liabilities, the liabilities of the Debtors under the hedging agreements to the extent designated as having a super senior mark-to-market limit (and the aggregate amount of the super senior hedging mark-to-market limits may not (and therefore the exposure of the Debtors thereunder that rank super senior cannot) exceed $10.0 million at any one time) (the

“Super Senior Hedging Liabilities ” and, together with the Credit Facility Lender Liabilities and any amounts owed to the Collateral Agent (“Collateral Agent Liabilities ”), the “Super Senior Liabilities ”), the liabilities of the Debtors with respect to the notes (the “Senior Secured Notes Liabilities ”), the liabilities of the Debtors with respect to the hedging agreements to the extent such hedging liabilities are not Super Senior Hedging Liabilities (the “Hedging Liabilities”), the liabilities of the Debtors to the Trustee (the “Trustee Liabilities ”), and certain other unsecured liabilities will rank in right and priority of payment in the following order:

• first , the Collateral Agent Liabilities Super Senior Liabilities, the Senior Secured Notes Liabilities, the Hedging Liabilities, the Trustee Liabilities and the Pari Passu Liabilities pari passu and without any preference between them; and

• second , certain intercompany obligations of the Issuer and the Guarantors (the “Obligors ”) to the Issuer and its Restricted Subsidiaries (the “Intra-Group Liabilities ”) and investor debt (which consists of certain liabilities owed by any Obligor to any shareholder, direct or indirect, of the Issuer,) (the “Shareholder Liabilities ” and, together with the Intra-Group Liabilities, the “Subordinated Liabilities ”).

The parties to the Intercreditor Agreement agree in the Intercreditor Agreement that the security provided by the Debtors and the other parties for the Super Senior Liabilities, the Hedging Liabilities, the Pari Passu Liabilities, the Trustee Liabilities and the Senior Secured Notes Liabilities (collectively, the “Secured Liabilities ”) will rank and secure the Super Senior Liabilities, the Senior Secured Notes Liabilities, the Collateral Agent Liabilities, the Trustee Liabilities, the Hedging Liabilities and the Pari Passu Liabilities pari passu and without any preference between them (but only to the extent the security is expressed to secure those liabilities), except as provided under “—Application of Proceeds” below.

Permitted Payments of Subordinated Debt

The Intercreditor Agreement permits payments from time to time when due to lenders owed any Intra- Group Liabilities (“Intra-Group Liabilities Payments ”) if at the time of payment no acceleration event has occurred in respect of the Credit Facility Lender Liabilities, the Pari Passu Liabilities or the Senior Secured Notes Liabilities (an “Acceleration Event ”). The Intercreditor Agreement permits Intra-Group Liabilities Payments if such an Acceleration Event occurs if (i) prior to the date on which all Super Senior Liabilities are discharged, with the consent of an Instructing Group, see “—Manner of Enforcement,” or (ii) on or after the Super Senior Discharge Date but prior to the Senior Secured Discharge Date, the Majority Senior Secured Creditors give written consent and that payment is made to facilitate payment of the Secured Liabilities.

Payments may be made on shareholder Indebtedness from time to time when due if: (i) the payment is not prohibited by the Credit Agreement and the Indenture and the Pari Passu Documents; (ii) prior to the date on which all Super Senior Liabilities are discharged (the “Super Senior Discharge Date ”), the Instructing Group gives written consent to such payment being made; (iii) on or after the Super Senior Discharge Date but prior to the date on which all Senior Secured Notes Liabilities, Pari Passu Liabilities and Hedging Liabilities (the “Senior Secured Discharge Date ”) are discharged, the Majority Senior Secured Creditors give written consent to such payment being made.

Creditor Representative

Under the Intercreditor Agreement, the parties appoint various creditor representatives. “Creditor Representative ” means:

(1) in relation to any Credit Facility Lenders under the Credit Agreement, the facility agent in respect of the relevant credit facility (a “Credit Facility Agent ”);

(2) in relation to the holders of the notes, the Trustee (acting at the written direction of the Senior Secured Notes Required Holders);

(3) in relation to the Pari Passu Creditors, the creditor representative for the Pari Passu Creditors (the “Pari Passu Debt Representative ”); and

(4) in relation to any Hedge Counterparty, such Hedge Counterparty which shall be its own Creditor Representative.

Permitted Senior Payments

The Intercreditor Agreement permits, inter alia , payments to be made by the Debtors under the Credit Agreement, the Indenture and the instruments governing the Pari Passu Liabilities (the “Pari Passu Documents ”) and does not in any way limit or restrict any payment by any Debtor of them in the ordinary course of business, subject to: (i) in the case of payments in respect of the notes, compliance with the Notes Purchase Condition (as defined in the initial Credit Agreement) set out in the Credit Agreement and (ii) in the case of payments in respect of the Pari Passu Liabilities, any restrictions under the Credit Agreement or the Indenture.

The Debtors may make payments of the Senior Secured Notes Liabilities and the Trustee Liabilities at any time in accordance with the Indenture, the notes and the Intercreditor Agreement to the extent such payments are not prohibited under the terms of the Credit Agreement.

Entitlement to Enforce Collateral

The Collateral Agent may refrain from enforcing the Collateral unless otherwise instructed in writing by the relevant Instructing Group. See “—Manner of Enforcement.” The Collateral Agent may disregard any instructions from any other person to enforce the Collateral and may disregard any instructions to enforce any Collateral if those instructions are inconsistent with the Intercreditor Agreement. The Collateral Agent is not obligated to enforce the Collateral if it is not appropriately pre-funded, indemnified and/or secured to its satisfaction by the relevant creditors.

Enforcement Instructions—Consultation Periods

In this section:

“Instructing Group ” means the Majority Super Senior Creditors and the Majority Senior Secured Creditors other than in relation to instructions with respect to enforcement as described below in “—Manner of Enforcement”.

“Majority Senior Secured Creditors ” means the holders of the notes and Pari Passu Creditors whose outstanding indebtedness under the notes or Pari Passu Documents and those Hedge Counterparties whose Hedging Liabilities (other than Super Senior Hedging Liabilities and only to the extent any amounts are payable (but unpaid) under any Hedging Agreement as a result of a termination or close-out of such Hedging Agreement (not including any interest)), together exceed 50% of the aggregate of all such amounts.

“Majority Super Senior Creditors ” means Credit Facility Lenders whose drawn and undrawn commitments under the facilities made available under the Credit Agreement and the Hedge Counterparties whose Super Senior Hedging Liabilities, together exceed 66 ⅔% of the aggregate of all such amounts.

If either the Majority Super Senior Creditors or the Majority Senior Secured Creditors wish to instruct the Collateral Agent to commence enforcement of any Collateral, such group of Creditors acting through its Creditor Representative must deliver a copy of the proposed instructions as to enforcement (the “Enforcement Proposal ”) to the Collateral Agent and the Creditor Representative for each of the Super Senior Creditors and/or the Senior Secured Creditors (as appropriate) at least 10 Business Days prior to the proposed date of issuance of instructions under such Enforcement Proposal (the “Proposed Enforcement Instruction Date ”).

Until the Super Senior Discharge Date and subject to the paragraphs below, if the Collateral Agent has received conflicting enforcement instructions (which, for these purposes only, shall include a failure to give instructions by either the Super Senior Creditors or the Senior Secured Creditors), the Collateral Agent shall promptly notify the Creditor Representative for each of the Super Senior Creditors and the Senior Secured Creditors and such Creditor Representatives will consult with each other and the Collateral Agent in good faith for a period of not less than 30 days (or such shorter period as the relevant Creditor Representatives may agree) (the “Initial Consultation Period ”) from the earlier of (i) the date on which the latest such conflicting enforcement instruction was delivered to the Collateral Agent and (ii) the date falling 10 Business Days after the date the original Enforcement Proposal is delivered in accordance with the paragraph above, with a view to co-ordinating instructions as to enforcement.

The Creditor Representatives for each of the Super Senior Creditors and the Senior Secured Creditors shall not be obliged to consult (or, in the case where the Creditor Representatives are in agreement with regard to any proposed enforcement action, no Initial Consultation Period or such shorter consultation period as

determined by the Creditor Representatives shall apply) in accordance with paragraph above or paragraph below, if

(1) the Collateral has become enforceable as a result of certain insolvency events;

(2) the Majority Super Senior Creditors or the Majority Senior Secured Creditors determine in good faith (and notify the Creditor Representatives of the other Super Senior Creditors and the Senior Secured Creditors and the Collateral Agent in writing) that to enter into such consultations and thereby delay the commencement of enforcement of the Collateral could reasonably be expected to have a material adverse effect on:

(a) the Collateral Agent’s ability to enforce any of the Collateral; or

(b) the realisation proceeds of an enforcement of any of the Collateral in any material respect; or

(3) the Trustee (acting upon the written direction of the Senior Secured Notes Required Holders), the Pari Passu Debt Representative and the Creditor Representative of each Super Senior Creditor agree that no Initial Consultation Period is required.

If consultation has taken place for at least 30 days as set out above (or such shorter period as determined above) (or was not required to occur as provided for in the paragraph above) there shall be no further obligation to consult, the Collateral Agent may act in accordance with the instructions as to enforcement then or previously received from the Instructing Group and the Instructing Group may issue instructions as to enforcement to the Collateral Agent at any time thereafter. For the avoidance of doubt, the Trustee, in its capacity as Creditor Representative, shall only act or refrain from acting upon the written direction of the Senior Secured Notes Required Holders. Should the Trustee, in its capacity as Creditor Representative, not receive any written direction from the Senior Secured Notes Required Holders, the Trustee shall refrain from acting.

If the Majority Super Senior Creditors or the Majority Senior Secured Creditors (acting reasonably) consider that the Collateral Agent is enforcing the Collateral in a manner which is not consistent with the Security Enforcement Principles (summarised below), subject to the paragraphs above, the Creditor Representatives for the relevant Super Senior Creditors or the Senior Secured Creditors shall give notice to the Creditor Representatives for the other Super Senior Creditors and the Senior Secured Creditors (as appropriate) after which the Creditor Representatives for the other Super Senior Creditors and the Senior Secured Creditors shall consult with the Collateral Agent for a period of 10 days from the date of such notice (or such lesser period as the relevant Creditor Representatives may agree) with a view to agreeing the manner of enforcement; provided , that such Creditors Representatives shall not be obliged to consult under this paragraph more than once in relation to each enforcement action.

A Creditor Representative may only give enforcement instructions that are consistent with certain security enforcement principles (the “Security Enforcement Principles ”), including that:

• the Collateral will be enforced and other action as to enforcement will be taken such that either:

(a) all proceeds of enforcement are received by the Collateral Agent in cash for distribution in accordance with the Intercreditor Agreement; or

(b) sufficient proceeds from enforcement will be received by the Collateral Agent in cash to ensure that when the proceeds are applied in accordance with the Intercreditor Agreement, the Super Senior Liabilities are repaid and discharged in full (unless the Majority Super Senior Creditors agree otherwise).

• the enforcement action must be prompt and expeditious it being acknowledged that subject to the Intercreditor Agreement, the time frame for the realisation of value from the enforcement of the Collateral or Distressed Disposal (as defined below) pursuant to enforcement will be determined by the Instructing Group; provided , that it is consistent with maximising, so far as is consistent with prompt and expeditious realisation of value from enforcement of the Collateral, the recovery by the Super Senior Creditors and the Senior Secured Creditors (the “Security Enforcement Objective ”).

• on:

(a) a proposed enforcement of any of the Collateral over assets other than shares in a member of the Group, where the aggregate book value of such assets exceeds a specified amount (or its equivalent); or

(b) a proposed enforcement of any of the Collateral over some or all of the shares in a member of the Group over which Collateral exists, the Collateral Agent shall (unless it is incompatible with enforcement proceedings in a relevant jurisdiction) appoint a “big four” accounting firm, Grant Thornton LLP, BDO LLP, any reputable and independent internationally recognised investment bank or other reputable and independent professional services firm with experience in restructuring and enforcement in each case selected by the Collateral Agent acting reasonably and in good faith (a “Financial Advisor ”) to opine as expert on:

(i) the optimal method of enforcing the Collateral so as to achieve the Security Enforcement Principles and maximise the recovery of any such enforcement action;

(ii) that the proceeds received from any such enforcement are fair and reasonable from a financial point of view after taking into account all relevant circumstances at that time; and

(iii) that such sale is otherwise in accordance with the Security Enforcement Objective, (“Financial Advisor’s Opinion ”).

The Collateral Agent shall be under no obligation to appoint a Financial Advisor or to seek the advice of a Financial Advisor, unless expressly required to do so by the Security Enforcement Principles or under the Intercreditor Agreement.

Where the Instructing Group is the Majority Senior Secured Creditors, the Majority Senior Secured Creditors may waive the requirement for a Financial Advisor’s Opinion where sufficient proceeds from enforcement will be received by the Collateral Agent in cash to ensure that when the proceeds are applied in accordance with the Intercreditor Agreement, the Super Senior Liabilities are repaid and discharged in full.

The Financial Advisor’s Opinion (or any equivalent opinion obtained by the Collateral Agent in relation to any other enforcement of the Collateral in accordance with the Indenture that such action is fair from a financial point of view after taking into account all relevant circumstances at that time) will be conclusive evidence that the Security Enforcement Objective has been met.

In the event that an enforcement of the Collateral is over assets and shares referred to above and such enforcement is conducted by way of public auction (or private auction involving a competitive process) or other competitive bid process, any equity investors of the Group, the Super Senior Creditors and the Senior Secured Creditors shall be entitled to participate in such auction on the basis of equal information and access rights as other bidders and financiers in the auction. Nothing in this principle shall require enforcement of Collateral to take place by way of public auction.

In the absence of written notice from a Secured Party or group of Secured Parties that are not part of the relevant Instructing Group that such Secured Party(ies) object to any enforcement of the Collateral on the grounds that such enforcement action does not aim to achieve the Security Enforcement Objective (an “Objection ”), the Collateral Agent is entitled to assume that such enforcement of the Collateral is in accordance with the Security Enforcement Objective.

If the Collateral Agent receives an Objection (and without prejudice to the ability of the Collateral Agent to rely on other advisers and/or exercise its own judgment in accordance with the Intercreditor Agreement), a Financial Advisor’s Opinion to the effect that the particular action could reasonably be said to be aimed at achieving the Security Enforcement Objective will be conclusive evidence that the requirements to aim to achieve the Security Enforcement Objective has been met.

Unless the Instructing Group is the Majority Super Senior Creditors (or the Majority Super Senior Creditors and the Majority Senior Secured Creditors), notwithstanding anything to the contrary in the other Security Enforcement Principles or any Secured Debt Document, the Collateral Agent shall not, and shall not

act on any instructions (without the written consent of the Majority Super Senior Creditors) to enforce any of the Collateral provided by BN Midco Limited or by any entity in which BN Midco Limited directly or indirectly holds any shareholding; provided , that , for the avoidance of doubt, this shall not restrict the provision of instructions and the enforcement of any Collateral provided in respect of the shares in BN Midco Limited. This principle ceases to apply upon the Super Senior Liabilities being repaid and discharged in full or where they will be repaid and discharged in full from the proceeds of such enforcement.

Unless the Instructing Group is the Majority Super Senior Creditors (or the Majority Super Senior Creditors and the Majority Senior Secured Creditors), the instructions provided to the Collateral Agent shall (unless otherwise agreed by the Majority Super Senior Creditors and the Majority Senior Secured Creditors), in the event that the First Jersey Share Charge and the Second Jersey Share Charge (each, as described below) which are to be the subject of any security enforcement, instruct that such enforcement should proceed in an order as to maximise the recoveries of the Super Senior Creditors. For the avoidance of doubt, this principle does not prevent any security enforcement in respect of the First Jersey Share Charge and any enforcement in respect of the Second Jersey Share Charge proceeding as part of a single transaction or arrangement and this principle ceases to apply upon the Super Senior Liabilities being repaid and discharged in full or where they will be repaid and discharged in full from the proceeds of such enforcement. For the purposes of this principle the “First Jersey Share Charge” is a charge over 65% of the shares in BN Midco Ltd and secures all Liabilities (including Liabilities of members of the Group incorporated in the United States, any state thereof or the District of Columbia) and the “Second Jersey Share Charge” is a charge over 35% of the shares in BN Midco Ltd which only secures Liabilities excluding Liabilities of certain members of the Group incorporated in the United States, any state thereof or the District of Columbia.

Manner of Enforcement

The Instructing Group entitled to give instructions to the Collateral Agent in respect of enforcement of Collateral comprises the Majority Super Senior Creditors and the Majority Senior Secured Creditors (with the parties within each such class in each case acting through their respective Creditor Representatives) unless certain insolvency events occur in which case the instructions of the Majority Super Senior Creditors shall prevail. However, if before the Super Senior Discharge Date, and no insolvency event has occurred, the Collateral Agent has received conflicting enforcement instructions then, provided that the instructions from the Majority Senior Secured Creditors (to the extent given) comply with the initial consultation requirements described above and the Security Enforcement Principles, the Collateral Agent will comply with the instructions from the Majority Senior Secured Creditors; provided , that if the Super Senior Liabilities have not been fully discharged, or no enforcement has occurred, within six months of the Proposed Enforcement Instruction Date, then the instructions of the Majority Super Senior Creditors will prevail.

Turnover

The Intercreditor Agreement provides that if any Secured Party receives or recovers the proceeds of any enforcement of any Collateral and in addition any creditors of Subordinated Liabilities receive or recover any payment or distribution not permitted under the Intercreditor Agreement or applied other than in accordance with “—Application of Proceeds” below, it shall:

• in relation to receipts or recoveries not received or recovered by way of set-off, (i) hold that amount in trust for the Collateral Agent and separate from other assets, property or funds and promptly pay that amount or an amount equal to that amount to the Collateral Agent for application in accordance with the terms of the Intercreditor Agreement; and (ii) promptly pay an amount equal to the amount (if any) by which receipt or recovery exceeds the relevant liabilities owed to such creditor to the Collateral Agent for application in accordance with the terms of the Intercreditor Agreement; and

• in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery to the Collateral Agent for application in accordance with the terms of the Intercreditor Agreement.

Application of Proceeds

The Intercreditor Agreement provides that amounts received from the realisation or enforcement of all or any part of the Collateral will be applied in the following order of priority (subject to any country specific limitations):

• first , in payment of the following amounts in the following order: (i) pari passu and pro rata any sums owing to any Collateral Agent, receiver, delegate and any Senior Secured Notes Trustee Amounts and Trustee Liabilities payable to the Trustee, as the case may be; and then (ii) pari passu and pro rata to each Creditor Representative (to the extent not included in (i) above and excluding any Hedge Counterparty as its own Creditor Representative) of the unpaid fees, costs, expenses and liabilities (and all interest thereon as provided in the relevant finance documents) of each Creditor Representative and any receiver, attorney or agent appointed by such Creditor Representative under any Security Document, the Indenture or the Intercreditor Agreement (to the extent that such Collateral has been given in favour of such obligations);

• second , pari passu and pro rata in or towards payment of all costs and expenses incurred by the holders of Super Senior Liabilities in connection with any realisation or enforcement of the Collateral taken in accordance with the terms of the Intercreditor Agreement or any action taken at the request of the Collateral Agent;

• third , in or towards payment to, on a pro rata basis, (i) any Credit Facility Agent on its own behalf and on behalf of the relevant Credit Facility Lenders for application towards the discharge of the Credit Facility Lender Liabilities; and (ii) the relevant Hedge Counterparties for application towards the discharge of the Super Senior Hedging Liabilities;

• fourth , pari passu and pro rata to the Trustee on behalf of the Senior Secured Creditors and the Pari Passu Debt Representative on behalf of the Pari Passu Creditors for application towards any unpaid costs and expenses incurred by or on behalf of any holder of the notes or Pari Passu Creditors in connection with any realisation or enforcement of the Collateral taken in accordance with the terms of the Collateral documents and the Intercreditor Agreement or any action taken at the request of any Collateral Agent;

• fifth , pari passu to the Hedge Counterparties for application towards the discharge of the Hedging Liabilities (other than the Super Senior Hedging Liabilities), to the Trustee on behalf of the holders of the notes for application towards the discharge of the Senior Secured Notes Liabilities and to the Pari Passu Creditor Representative on behalf of the Pari Passu Creditors far application towards the discharge of the Pari Passu Liabilities; and

• sixth , after the discharge of all Secured Liabilities, in payment of the surplus (if any) to the relevant Debtor or other person entitled to it.

Additional Indebtedness

In the event that any Debtor incurs any additional Indebtedness that is permitted to be designated as Super Senior Liabilities under the terms of the notes, the Credit Agreement and the Pari Passu Documents and is entitled to be secured by the Collateral, the liabilities in respect of such additional Super Senior Liabilities will share in the proceeds of any enforcement of Collateral on a pro rata basis with the existing Super Senior Liabilities.

In the event that any Debtor incurs any additional Indebtedness that is pari passu in right of payment with the notes and that is entitled to be secured by the Collateral, the liabilities in respect of such pari passu Indebtedness will share in the proceeds of any enforcement of the Collateral on a pro rata basis with (among others, as applicable) the Senior Secured Notes Liabilities.

Release of the Guarantees and the Security, Non-Distressed Disposal

In circumstances where a disposal is not being effected (i) by enforcement of Collateral, (ii) after the Collateral has become enforceable or (iii) in the case of a disposal to a person outside the Group, after an Acceleration Event in respect of Secured Liabilities has occurred (a “Distressed Disposal ”) and is otherwise not prohibited by the Secured Debt Documents, the Intercreditor Agreement provides that the Collateral Agent is instructed and authorised (i) to release the Collateral where permitted to do so by the Secured Debt Documents and (ii) if the relevant asset consists of shares in the capital of a Debtor, to release the Collateral or any other claim in respect of the Secured Liabilities over the assets of (or against) that Debtor and the shares in and assets of (or against) any of its subsidiaries.

Release of the Guarantees and the Security, Distressed Disposal

Where a Distressed Disposal of an asset is being effected, the Intercreditor Agreement provides that the Collateral Agent is instructed and authorised:

(1) to release the Collateral, or any other claim over that asset;

(2) if the asset which is disposed of consists of shares in the capital of a Debtor, to release:

(a) that Debtor and any subsidiary of that Debtor from all or any part of its liabilities as borrower or issuer in respect of liabilities governed by the Intercreditor Agreement (“Liabilities ”), its liabilities as a guarantor of the Secured Liabilities (“Guarantee Liabilities ”) (in each case other than those owed by the Company to a holder (a “Primary Creditor ”) of the Super Senior Liabilities, the Senior Secured Notes Liabilities, the Hedging Liabilities, the Trustee Liabilities and/or the Pari Passu Liabilities) or any trading or other liabilities it may have to an Intra-Group Lender or Debtor (“Other Liabilities ”);

(b) any Collateral granted by that Debtor or any subsidiary of that Debtor over any of its assets; and

(c) any other claim of a lender of Intra-Group Liabilities (an “Intra-Group Lender ”), or another Debtor over that Debtor’s assets or over the assets of any subsidiary of that Debtor;

(3) if the asset which is disposed of consists of shares in the capital of any holding company of a Debtor, to release:

(a) that holding company and any subsidiary of that holding company from all or any part of its liabilities as borrower under the Liabilities (other than those owed by the Company to a Primary Creditor), its Guarantee Liabilities and Other Liabilities;

(b) any Collateral granted by any subsidiary of that holding company over any of its assets; and

(c) any other claim of an Intra-Group Lender or another Debtor over the assets of any subsidiary of that holding company; and

(d) if the asset which is disposed of consists of shares in the capital of a Debtor or a holding company of a Debtor provides for the disposal of liabilities and/or the transfer of liabilities to another Debtor.

In certain circumstances described in the Intercreditor Agreement, the Collateral Agent may, instead of releasing a borrowing claim against a Debtor (other than the Issuer), transfer that claim.

Enforcement of Collateral in respect of a Distressed Disposal shall be consistent with the Security Enforcement Objective.

Amendment

In addition to customary minor, technical or administrative matter amendments, including those set out at (i) to (v) of the second paragraph under “—Additional Intercreditor Agreements,” by the Collateral Agent, the Intercreditor Agreement provides that it may be amended with only the consent of the Majority Super Senior Creditors, the Senior Secured Notes Required Holders, the Trustee (acting upon the written direction of the Senior Secured Notes Required Holders), the Pari Passu Debt Required Holders, the Issuer and the Collateral Agent unless it is an amendment, waiver or consent that has the effect of changing or which relates to any amendment to the order of priority or subordination set out in the Intercreditor Agreement or certain provisions relating to the giving of instructions to the Collateral Agent or the exercise of discretion by the Collateral Agent or the amendments provisions in the Intercreditor Agreement which shall not be made without the agreement of:

(1) all the Credit Facility Lenders (unless a lower threshold is provided under the terms of the Credit Agreement);

(2) the Trustee;

(3) the Pari Passu Debt Representative;

(4) each Hedge Counterparty (to the extent that the amendment or waiver would materially and adversely affect the Hedge Counterparty); and

(5) the Issuer.

If however an amendment, waiver or consent affects only one class of Secured Party and could not reasonably be expected to materially and adversely affect the interests of the other classes, only agreement from the requisite affected class is required.

Subject to the paragraphs above and certain other exceptions, no amendment or waiver of the Intercreditor Agreement may impose new or additional obligations on or withdraw or reduce the rights of any party to the Intercreditor Agreement without the prior written consent of the party.

In addition, the Intercreditor Agreement provides that if and to the extent (i) the Debtors (or any of them) wish to incur incremental borrowings or guarantees thereof or to refinance and thereof, which in any such case is intended to rank pari passu with any Secured Liabilities and/or share pari passu with any existing security interest and/or to rank behind any existing Secured Liabilities and/or to share in any existing security behind such existing Secured Liabilities, and (ii) it is permitted by the terms of the Credit Agreement, the Hedging Agreements, the Indenture and the Pari Passu Documents at that time, than the creditors party to the Intercreditor Agreement will (at the cost of the Issuer) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing of the security to take place. In each case, the Super Senior Creditors, the Hedging Counterparties and the Senior Secured Creditors authorise and direct its Representatives to execute any amendment to the Intercreditor Agreement and the other Secured Debt Documents required to reflect such arrangements to the extent so permitted.

Option to Purchase, Holders of the Notes and Pari Passu Creditors

The Trustee, acting upon written direction from the Senior Secured Notes Required Holders, and the Pari Passu Debt Representative may, after an Acceleration Event in respect of the Secured Liabilities or any enforcement of Collateral, by giving not less than 10 days’ notice to the Credit Facility Agent, and if appropriate the Hedge Counterparties, require the transfer to the holders of the notes or the Pari Passu Creditors, as applicable (or to a nominee or nominees), of all, but not part, of the Credit Facility Lender Liabilities and, the Super Senior Hedging Liabilities (and that portion of the Hedging Liabilities which are required to be transferred in order to transfer all (and not part of) the Super Senior Hedging Liabilities).

Any such purchase will be on terms which will include, without limitation, payment in full in cash of an amount equal to the Secured Liabilities purchased then outstanding, including in respect of any broken funding costs, as well as certain costs and expenses (including legal fees) of the Secured Creditors after the transfer, no Credit Facility Lender or Hedge Counterparty will be under any actual or contingent liability to any Debtor.

Additional Intercreditor Agreements; Agreement to be Bound

Similar provisions to those described above may be included in any Additional Intercreditor Agreement (as defined below) entered into in compliance with the covenant described under “—Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements.”

The Indenture provides that each holder of a note, by accepting a note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement and to have authorised the Trustee and the Collateral Agent to enter into any such Intercreditor Agreement or any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements

At the written request of the Issuer, in connection with the incurrence or refinancing by the Issuer or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Issuer, the relevant Restricted Subsidiaries, the Trustee and the Collateral Agent shall enter into an Intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an

“Additional Intercreditor Agreement ”) with the holders of such Indebtedness (or their duly authorised representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that are not materially less favourable to the holders of the notes), including containing substantially the same terms with respect to the application of proceeds of the Collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement will not be deemed to be less favourable to the holders of the notes and will be permitted by this covenant if the incurrence of such Indebtedness and any Lien in its favour is permitted under “—Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock “and “Certain Covenants—Liens”; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under the Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor Agreement entered into on or prior to the Issue Date.

At the written request of the Issuer and without the consent of the holders of the notes, the Trustee and the Collateral Agent may from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Indebtedness covered by any such agreement that may be incurred by the Issuer that is subject to any such agreement ( provided that such Indebtedness is incurred in compliance with the Indenture as evidenced by an Officers’ Certificate), (iii) add Restricted Subsidiaries to the Intercreditor Agreement, (iv) further secure the notes (including additional Indebtedness incurred in compliance with the Indenture) or (v) make provision for equal and rateable pledges of the Collateral to secure additional Indebtedness incurred in compliance with the Indenture or to implement any Permitted Liens as evidenced by an Officers’ Certificate. The Issuer shall not direct the Trustee and the Collateral Agent to enter into any amendment to any Intercreditor Agreement without the consent of the holders of the notes of a majority in aggregate principal amount of the notes then outstanding, except as otherwise permitted under “Amendment” or as permitted by the terms of such Intercreditor Agreement, and the Issuer may only request the Trustee and the Collateral Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or the Collateral Agent or, in the opinion of the Trustee or the Collateral Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee under the Indenture or any Intercreditor Agreement.

Each holder of a note, by accepting a note, shall be deemed to have authorised and directed the Trustee and the Collateral Agent to enter, from time to time, into amendments to any Intercreditor Agreement to give effect to any of the matters referred to above.

Governing Law

The Intercreditor Agreement is governed by and construed in accordance with English law. In addition, certain limitation of obligations of certain Group members provided for in the Intercreditor Agreement are governed by the applicable local law.

Certain Bankruptcy and Other Limitations

The ability of the Collateral Agent and the holders of the notes to realise upon the Collateral may be subject to certain bankruptcy law limitations in the event of a bankruptcy of an Issuer or Guarantor. See “Risk Factors—Risks Related to the Notes and this Offering—Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings in the United States ”, “Risk Factors—Risks Related to the Notes and this Offering—Insolvency laws to which we or a guarantor may be subject may not be as favourable to creditors as insolvency laws in other jurisdictions”. The enforcement of Collateral or of any guarantees will be subject to certain defences available to subsidiaries providing Collateral and Guarantors in general or, in some cases, to limitations designed to ensure full compliance with applicable statutory requirements. These laws and defences include those that relate to fraudulent conveyance or transfer, voidable preference, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally. See “Risk Factors—Risks Related to the Notes and this Offering—The collateral agent may not be able to enforce, or recover any amounts under, the collateral or the guarantees due to restrictions on enforcement and other restrictions that may apply under multiple jurisdictions ”. The ability of the Collateral Agent and the holders of the notes to foreclose on the Collateral may be subject to lack of perfection, the consent of third parties, prior Liens and practical problems associated with the realisation of the Collateral Agent’s Lien on the Collateral.

Furthermore, under certain jurisdictions, there is a possibility that a security interest is not enforceable for the benefit of beneficiaries who are not a party to the relevant pledge agreement creating such security

interest. The intercreditor agreement provides for the creation of a so-called “parallel debt obligation”. Pursuant to the parallel debt obligation, the collateral agent becomes the holder of a claim equal to each amount payable by an obligor, inter alia, under the notes. The parallel debt obligation procedure has not been tested in certain jurisdictions, such as Germany, and it may not eliminate or mitigate the risk of unenforceability of the pledges created by such local jurisdictions. See “Risk Factors—Risks Related to the Notes and this Offering— The security may not be enforceable under certain jurisdictions that do not recognise parallel debt obligations ”.

Additionally, the Collateral Agent may need to evaluate the impact of the potential liabilities before determining to foreclose on Collateral consisting of real property (if any) because a secured creditor that holds a Lien on real property may be held liable under environmental laws for the costs of remediating or preventing release or threatened releases of hazardous substances at such real property. Consequently, the Collateral Agent may decline to foreclose on such Collateral or exercise remedies available if it does not receive pre-funding or indemnification to its satisfaction from the holders of the notes.

Optional Redemption

Except as described below, the notes are not redeemable at the Issuer’s option prior to October 1, 2015. At any time prior to October 1, 2015, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued (including additional notes) under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 109.125% of the aggregate principal amount of the notes, plus accrued and unpaid interest and Additional Amounts, if any, to but not including, the redemption date using the net cash proceeds of one or more Equity Offerings by (i) the Issuer or (ii) any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer, provided that:

(1) at least 65% of the aggregate principal amount of notes originally issued under the Indenture (excluding notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

At any time prior to October 1, 2015, the notes may be redeemed in whole or in part at the option of the Issuer, upon not less than 30 days nor more than 60 days’ prior notice (with written notice to the Trustee no less than 15 Business Days (or such shorter period as agreed by the Trustee) prior to the mailing of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in the Issuer’s name and at the Issuer’s expense) mailed by first-class mail to each holder’s registered address (or transmitted otherwise in accordance with the procedures described under “—Selection and Notice”), with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the interest payment date).

On or after October 1, 2015, the Issuer may redeem the notes, in whole or in part, upon not less than 30 days nor more than 60 days’ notice (with written notice to the Trustee no less than 15 Business Days (or such shorter period as agreed by the Trustee) prior to the mailing of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in the Issuer’s name and at the Issuer’s expense) by first-class mail, postage prepaid, with a copy to the Trustee, to each holder of notes to the address of such holder appearing in the security register (or otherwise in accordance with the procedures described under “—Selection and Notice”), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the notes redeemed, to, but not including, the applicable redemption date, if redeemed during the period set forth below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

For the period below Percentage On or after October 1, 2015 to March 31, 2016 ...... 106.844% On or after April 1, 2016 to September 30, 2016 ...... 104.563% On or after October 1, 2016 to March 31, 2017 ...... 103.422% On or after April 1, 2017 to September 30, 2017 ...... 102.281% On or after October 1, 2017 to March 31, 2018 ...... 101.141% On or after April 1, 2018 ...... 100.000%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

The Trustee shall select the notes to be purchased in the manner described under the caption “— Repurchase at the Option of Holders—Selection and Notice.”

Notice of redemption may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited, completion of an Equity Offering or Change of Control, as the case may be. If any such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Redemption for Changes in Taxes

The Issuer (or any successor to the Issuer) may redeem the notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days’ (with written notice to the Trustee no less than 15 Business Days (or such shorter period as agreed by the Trustee) prior to the mailing of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in the Issuer’s name and at the Issuer’s expense) prior notice to the holders of the notes (which notice will be irrevocable and given in accordance with the procedures described in “—Selection and Notice”), with a copy to the Trustee at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued and unpaid interest (including any Additional Amounts), if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date ”), if, on the next date on which any amount would be payable in respect of the notes, the Issuer or a Guarantor is or would be required to pay Additional Amounts, and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available to it (provided that changing the jurisdiction of organisation of the issuer or a Guarantor, as the case may be, is not a reasonable measure for purposes of this section), and the requirement arises as a result of:

(1) any amendment to, or change in, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Tax Jurisdiction which change or amendment becomes effective on or after the Issue Date (or, in the case of a successor assumes the obligation under the notes after the Issue Date, such later date); or

(2) any amendment to, or change in, an official position, or the introduction of an official position, regarding the interpretation, administration or application of such laws, regulations, treaties or rulings referred to above (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) which amendment, change or introduction becomes effective on or after the Issue Date (or, in the case of a successor assumes the obligation under the notes after the Issue Date, such later date).

The Issuer will not give any notice of redemption described above earlier than 60 days prior to the earliest date on which the Issuer or applicable Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the notes or Note Guarantees was then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the notes pursuant to the foregoing. The Issuer will deliver to the Trustee (x) an Opinion of Counsel to the effect that there has been such amendment, change or introduction which would entitle the Issuer to redeem the notes hereunder, and (y) an Officers’ Certificate stating that the Issuer is entitled to effect the redemption as described above and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the Issuer or the applicable Guarantor taking reasonable measures available to it.

The Trustee will accept and shall be entitled to conclusively rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the notes.

Mandatory Redemption

Except to the extent that the Issuer may be required to offer to purchase the notes as set forth below under “—Repurchase at the Option of Holders,” the Issuer is not required to make mandatory redemption or

sinking fund payments with respect to the notes. The Issuer may at any time and from time to time purchase notes in the open market or otherwise.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of that holder’s notes pursuant to the offer described below (a “Change of Control Offer ”) at a price in cash on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer a payment (a “Change of Control Payment ”) in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on the notes repurchased to, but not including, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 10 days following any Change of Control, the Issuer will mail such Change of Control Offer by first-class mail (with written notice to the Trustee no less than 15 Business Days (or such shorter time as agreed by the Trustee) prior to the mailing of such Change of Control Offer in the event the Trustee is engaged by the Issuer to send such Change of Control Offer in the Issuer’s name and at the Issuer’s expense), with a copy to the Trustee, to each holder of notes to the address of such holder appearing in the security register (or otherwise in accordance with the procedures described under “—Selection and Notice”), with the following information:

(1) a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) any note not properly tendered will remain outstanding and continue to accrue interest;

(4) unless the Issuer defaults in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on, but not including, the Change of Control Payment Date;

(5) holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender the notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

(6) holders will be entitled to withdraw their tendered notes and their election to require the Issuer to purchase such notes; provided that the Paying Agent receives, not later than the close of business on the last day of the offer period, an electronic mail, facsimile transmission or letter setting forth the name of the holder of the notes, the principal amount of notes tendered for purchase, and a statement that such holder is withdrawing his tendered notes and his election to have such notes purchased;

(7) if such notice is mailed prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(8) that holders whose notes are being purchased only in part will be issued additional notes equal in principal amount to the unpurchased portion of the notes surrendered, which unpurchased portion must be equal to £100,000 or an integral multiple of £1,000 in excess thereof.

On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent no later than 10:00 a.m., London time, an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee for cancellation the notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.

The Paying Agent will promptly deliver electronically or mail (or cause to be delivered in accordance with the customary procedures of Euroclear and Clearstream) to each holder of notes properly tendered and so accepted the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered by each such holder, if any; provided that each such new note will be in a principal amount of £100,000 or an integral multiple of £1,000 in excess thereof. Any note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalisation or similar transaction.

The Issuer will not be required to make a Change of Control Offer following a Change of Control if (1) a third-party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to the Indenture as described under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the initial purchaser of the notes and us. As of the date of this listing memorandum, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalisations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under the captions “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and “Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford holders of the notes protection in a highly levered transaction.

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Issuer and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The existence of a holder’s right to require the Issuer to repurchase such holder’s notes upon the occurrence of a Change of Control may deter a third party from seeking to acquire the Issuer in a transaction that would constitute a Change of Control.

The provisions under the Indenture relative to our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

If and for so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (which is currently expected to be the Luxemburger Wort ) or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange (www.bourse.lu ).

Asset Sales

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Issuer or such Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are promptly, but in any event within 90 days of such Asset Sale, subject to ordinary settlement periods, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; and

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1) to repay (a) Indebtedness and other Obligations under Credit Facilities and to the extent such Credit Facility is a revolving facility, to correspondingly reduce commitments with respect thereto; (b) Other Pari Passu Obligations of the Issuer or any Restricted Subsidiary at a price of no more than 100% of the principal amount of such Other Pari Passu Obligations plus accrued and unpaid interest to the date of such repayment; provided that the Issuer shall repay Other Pari Passu Obligations pursuant to this subclause (b) only if the Issuer makes (at such time or subsequently in compliance with this covenant) an offer to the holders to purchase their notes in accordance with the provisions set forth below for an Asset Sale Offer for an aggregate principal amount of notes at least equal to the proportion that (x) the total aggregate principal amount of notes outstanding bears to (y) the sum of the total aggregate principal amount of the notes outstanding plus the total aggregate principal amount outstanding of such Other Pari Passu Obligations; and (c) Indebtedness of a Restricted Subsidiary of the Issuer that is not a Guarantor;

(2) to make an Investment in any one or more businesses (provided that if such Investment is in the form of an acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property, in each case, used or useful in a Permitted Business;

(3) to make an Investment in any one or more businesses (provided that if such Investment is in the form of an acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), properties or assets that replace the properties or assets that are the subject of such Asset Sale.

(4) to make a capital expenditure; or

(5) to acquire other assets that are not classified as current assets under U.K. GAAP and that are used or useful in a Permitted Business; provided that the assets (including Voting Stock) acquired with the Net Proceeds from any disposition of Collateral are pledged as Collateral in accordance with the Security Documents.

The Issuer will be deemed to have complied with the provisions set forth in clause (2) and (3) above if within 360 days after the Asset Sale that generated the Net Proceeds, the Issuer (or the applicable Restricted Subsidiary) has entered into a binding agreement to apply such Net Proceeds and such Net Proceeds are actually applied within 180 days after the end of such 360-day period.

Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds .” When the aggregate amount of Excess Proceeds exceeds £5.0 million, the Issuer will, within 30 days thereof, make one or more offers to the holders of the notes (and, at the option of the Issuer, the holders of Other Pari Passu Obligations) to purchase notes (and Other Pari Passu Obligations) pursuant to and subject to the conditions contained in the Indenture (each, an “Asset Sale Offer ”), that are £100,000 or an integral multiple of £1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, if applicable, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Amounts, if any (or, in respect of such Other Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Other Pari Passu Obligations), to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer by mailing (or transmitting otherwise in accordance with the procedures of Euroclear and Clearstream), the notice required pursuant to the terms of the Indenture (with written notice to the Trustee no less than 15 Business Days (or such shorter period as agreed by the Trustee) prior to the mailing of such notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent in the Issuer’s name and at the Issuer’s expense), with a copy to the Trustee. To the extent that the aggregate amount of notes and such Other Pari Passu Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes or the Other Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the notes and such Other Pari Passu Obligations will be purchased on a pro rata basis (or in the manner described under “—Selection and Notice”), based on the accreted value or principal amount of the notes or such Other Pari Passu Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

To the extent that any portion of the Net Proceeds payable in respect of the notes is denominated in a currency other than the currency in which the relevant notes are denominated, the amount payable in respect of such notes shall not exceed the net amount of funds in the currency in which such notes are denominated as is actually received by the Issuer upon converting the relevant portion of the Net Proceeds into such currency.

General

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to a Change of Control Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of the Indenture by virtue of such compliance.

The Credit Agreement may contain, and other future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require the Issuer to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on the Issuer. In the event a Change of Control or Asset Sale occurs at a time when the Issuer is prohibited from purchasing notes, the Issuer could seek the consent of its senior lenders to the purchase of notes

or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain a consent or repay those borrowings, the Issuer will remain prohibited from purchasing notes. In that case, the Issuer’s failure to purchase tendered notes would constitute an Event of Default under the Indenture, which could, in turn, constitute a default under the other indebtedness. Finally, the Issuer’s ability to pay cash to the holders of notes upon a repurchase may be limited by the Issuer’s then existing financial resources. See “Risk Factors—Risks Related to the Notes and this Offering—Our ability to repurchase the notes with cash upon a change of control or upon an offer to repurchase the notes in the case of an asset sale, as required by the indenture, may be limited .”

Selection and Notice

If less than all of the notes are to be redeemed at any time, the Trustee will select notes (and the applicable agent or the Issuer may select Other Pari Passu Obligations, as applicable) for redemption in compliance with the requirements, if any, of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed or there are no such requirements, on a pro rata basis or by lot on the basis of the aggregate principal amount of tendered notes, by such method as the Trustee shall deem fair and appropriate (and in such manner as complied with applicable legal requirements); provided , that no notes will be selected or purchased in an unauthorised denomination (or, in the case of notes issued in global form as discussed under “Book-Entry; Delivery and Form”, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate or the applicable procedures of Euroclear and Clearstream), unless otherwise required by law or applicable stock exchange or depository requirements. Selection of such Other Pari Passu Obligations will be made pursuant to the terms of the Other Pari Passu Obligations. The Trustee shall not be liable for selections made by it in accordance with this paragraph.

No notes of £100,000 or less can be purchased or redeemed in part. Notices of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unpurchased or unredeemed portion of the original note purchased or redeemed in part will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

For notes which are represented by global certificates held on behalf of Euroclear, notices may be given by delivery of the relevant notices to Euroclear for communication to entitled account holders in substitution for the aforesaid mailing. So long as any notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, any such notice to the holders of the relevant notes shall also be published by the Issuer in a newspaper having a general circulation in Luxembourg (which is currently expected to be the Luxemburger Wort ) or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange ( www.bourse.lu ) and, in connection with any redemption, the Issuer will notify the Luxembourg Stock Exchange of any change in the principal amount of notes outstanding.

Certain Covenants

Restricted Payments

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger, amalgamation or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (x) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer and dividends or distributions payable to the Issuer or a Restricted Subsidiary of the Issuer) or (y) dividends or distributions issued by a Restricted Subsidiary so long as, in the

case of any dividend or distribution payable in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(2) purchase, redeem, defease or otherwise acquire or retire for value (including, without limitation, in connection with any merger, amalgamation or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer (other than Equity Interests owned by the Issuer or a Restricted Subsidiary);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments ”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four- quarter period, have been permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (10), (11), (12), (13) and (14) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 100% of the Consolidated Cash Flow (or if Consolidated Cash Flow shall be a deficit, minus 100% of such deficit) for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 2.0 times the Issuer’s consolidated interest expense determined in accordance with U.K. GAAP for the same period; plus

(b) 100% of the aggregate net cash proceeds received by the Issuer since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer or Shareholder Funding to the Issuer (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) or Shareholder Funding of the Issuer sold to a Subsidiary of the Issuer); plus

(c) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(d) to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the

lesser of (i) the Fair Market Value of the Issuer’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date.

The preceding provisions will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests or Shareholder Funding of the Issuer (other than Disqualified Stock) or from the substantially concurrent sale of Equity Interests or Shareholder Funding of the Issuer or contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilised for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is (a) contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness or (b) made in anticipation of satisfying a sinking fund obligation, principal instalment or final maturity, in each case due within one year of the date of such repurchase, redemption, defeasance or acquisition;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer held by any current or former officer, director or employee of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed £1.0 million in any twelve-month period (with any unused amounts in any twelve month period being permitted to be carried over to succeeding twelve month periods);

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; provided , that the cancellation of Indebtedness owing to the Issuer from any current or former officer, director or employee (or any permitted transferees thereof) of the Issuer or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture;

(7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer issued on or after the Issue Date in accordance with the Fixed Charge Coverage Ratio test described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8) so long as no Default has occurred and is continuing or would be caused thereby, payment of fees to the Sponsor pursuant to the Management Agreement;

(9) the repurchase of Equity Interests of the Issuer constituting fractional shares;

(10) distributions of Capital Stock of Unrestricted Subsidiaries;

(11) Restricted Payments on or about the Issue Date to effect the transactions described in the offering circular relating to the issuance of the existing notes under the heading “Use of Proceeds”;

(12) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed £5.0 million since the Issue Date;

(13) any performance or similar guarantees or customary non-recourse guarantees and environmental indemnities or guarantees of lease obligations in connection with the Miami Transactions; and

(14) Permitted Parent Payments.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined in good faith by an officer of the Issuer; provided , that the Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of the Issuer if the Fair Market Value exceeds £10.0 million. For purposes of determining compliance with this covenant, if a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (14) above, or is entitled to be made according to the first paragraph of this covenant, the Issuer may, in its sole discretion, classify the Restricted Payment in any manner that complies with this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur ”) any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock or any shares of preferred stock and will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or any shares of preferred stock; provided , however , that the Issuer and the Guarantors may incur Indebtedness (including Acquired Debt), issue Disqualified Stock or issue preferred stock, if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt ”):

(1) the incurrence by the Issuer and any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities (including the Credit Agreement) in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed £25.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Issuer or any of its Restricted Subsidiaries since the Issue Date to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(2) the incurrence by the Issuer and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness described in clauses (1) and (3) of this paragraph);

(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by (i) the existing notes and the related Note Guarantees issued on the Issue Date and (ii) the additional notes offered hereby and the related Note Guarantees;

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each

case, incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) or other assets used or useful in the business of the Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed £5.0 million at any time outstanding;

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3) or (5) or (16), (18) or (19) of this paragraph;

(6) the incurrence by the Parent, the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent, the Issuer and any of its Restricted Subsidiaries; provided, however, that:

(a) if the borrower is the Issuer or a Guarantor and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash then due with respect to all of the Issuer’s obligations under the notes (including, without limitation, the Obligations) and to such Guarantor’s obligations under its Note Guarantee, as applicable; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent, the Issuer or a Restricted Subsidiary of the Issuer and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Issuer or a Restricted Subsidiary of the Issuer will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent, the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Issuer’s Restricted Subsidiaries to the Issuer or to any of its Restricted Subsidiaries of shares of preferred stock; provided , however , that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary of the Issuer,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Issuer or any of its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the guarantee of such Indebtedness shall be subordinated or pari passu with the Note Guarantee, as applicable, to the same extent as the Indebtedness being guaranteed;

(10) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, bids and performance or surety bonds in the ordinary course of business and, in any such case, any reimbursement obligations in connection therewith;

(11) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days of incurrence;

(12) Indebtedness of the Issuer or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge all outstanding notes in full as described below under the covenant “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;

(13) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety and similar bonds issued for the account of the Issuer and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of the Issuer and any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each other than an obligation for money borrowed);

(14) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness consisting of (A) the financing of insurance premiums, (B) take-or-pay obligations contained in supply arrangements or (C) deferred compensation or equity-based compensation to current or former officers, directors, consultants, advisors or employees thereof (other than Permitted Holders), in each case in the ordinary course of business;

(15) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or other Obligations arising from agreements of the Issuer or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness (or other Obligations) shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(16) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any of its Restricted Subsidiaries or (y) a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Issuer or any of its Restricted Subsidiaries or merged, consolidated or amalgamated with or into the Issuer or any of its Restricted Subsidiaries in accordance with the terms of the Indenture (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of, or was otherwise acquired by, the Issuer or a Restricted Subsidiary); provided, however, that, on the date that such Subsidiary is acquired by the Issuer or a Restricted Subsidiary, (a) the Issuer would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to the incurrence of such Indebtedness pursuant to this clause (16) or (b) the Issuer’s Fixed Charge Coverage Ratio would have been greater than immediately prior to such acquisition, merger, consolidation or amalgamation;

(17) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, Joint Ventures of the Issuer or any Restricted Subsidiary; provided, however, that the only recourse on such Indebtedness (including any guarantee of Indebtedness) is limited to the Issuer’s or such Restricted Subsidiary’s Equity Interests in the related Joint Venture;

(18) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings, lease financing transactions or purchase money obligations, in each case, in respect of the Miami Transaction; and

(19) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed £7.5 million.

The Indenture provides that the Issuer shall not incur, and shall not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided , however , that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Additionally, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to the first paragraph of this covenant or under any clause of Permitted Debt so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Facilities outstanding on the Issue Date is deemed to have been incurred on such date in reliance on the exception provided by clause (1) above and the Issuer will not be permitted to reclassify any portion of such Indebtedness thereafter.

The accrual of interest, the accretion or amortisation of original issue discount or liquidation preference, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided , in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Issuer as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. For purposes of determining compliance with any pound-denominated restriction on the incurrence of Indebtedness, the Pound Equivalent principal amount of Indebtedness denominated in a different currency shall be utilised, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving credit facility; provided , however , that (i) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than pound sterling, and such refinancing would cause the applicable pound sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such pound sterling-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (ii) such Indebtedness denominated in non-pound currency is subject to a Currency Exchange Protection Agreement with respect to the pound, the amount of such Indebtedness expressed in pound will be calculated so as to take account of the effects of such Currency Exchange Protection Agreement; and (iii) the Pound Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date. The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the Pound Equivalent of the Indebtedness refinanced determined on the date such Indebtedness was originally incurred, except to the extent that:

(1) such Pound Equivalent was determined based on a Currency Exchange Protection Agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence; and

(2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the Pound Equivalent of such excess will be determined on the date such refinancing Indebtedness is being incurred.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being

refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness of the other Person.

Liens

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset owned on the Issue Date or thereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) (a) the Credit Agreement and (b) agreements governing Indebtedness as in effect on the Issue Date and Credit Facilities permitted to be entered into under the Indenture (including the Credit Agreement) and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

(2) the Indenture, the notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement and any Currency Exchange Protection Agreement;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(5) customary non-assignment provisions in leases, licenses and other commercial agreements entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(7) with respect to a Restricted Subsidiary, any agreement that has been entered into for the sale or other disposition of such Restricted Subsidiary that imposes such encumbrance or restriction pending the closing of such sale or disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, defeased or discharged;

(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;

(11) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business;

(12) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

(13) agreements governing Indebtedness permitted to be incurred pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided, that management of the Issuer determines in good faith that the such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those in comparable financings and would not reasonably be expected to impair the ability of the Issuer to make payments of interest and scheduled payments of principal on the notes in each case as and when due or to impair any Guarantor’s ability to honour its Note Guarantee in respect thereof;

(14) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Notwithstanding anything herein to the contrary, the Collateral Agent and the Trustee shall have no obligation to monitor compliance with the terms of the covenants in the notes and the Indenture and shall be entitled to assume compliance unless expressly notified to the contrary and a responsible officer of the Trustee or the Collateral Agent, as applicable, has actually received such notice.

Merger, Amalgamation, Consolidation or Sale of Assets

The Issuer will not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Issuer is the surviving corporation, partnership or limited liability company; or (b) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made (i) is a corporation, partnership or limited liability company organised or existing under the laws of any member state or sovereign territory of the European Union as in effect on December 31, 2003, Switzerland, Canada, the United States, the District of Columbia or any state or territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the notes is a corporation;

(2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the notes, the Indenture and the Security Documents pursuant to agreements satisfactory to the Trustee;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period the Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made (i) would be permitted to incur at least £1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; or (ii) would have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Issuer immediately prior to such transaction; and

(5) the Trustee has received an Opinion of Counsel and Officers’ Certificate to the effect that such transaction complies with the foregoing.

Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with this covenant, the successor Person formed by such consolidation or into or with which an Issuer is merged or amalgamated or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, amalgamation, merger, sale, assignment, conveyance or other disposition, the provisions of the Indenture referring to the Issuer will refer instead to the successor person and not to the Issuer), and may exercise every right and power of, the Issuer under the Indenture with the same effect as if such successor Person had been named as the Issuer in the Indenture, and the Issuer will automatically be released and discharged from its obligations under the Indenture and the notes.

In addition, the Issuer shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, Amalgamation, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger or amalgamation of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction; or

(2) any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.

Transactions with Affiliates

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate Transaction ”) involving aggregate payments or consideration in excess of £1.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favourable to the Issuer or the relevant Restricted Subsidiary (as determined in good faith by the Board of Directors of the Issuer) than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £10.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of £20.0 million, an opinion as to the fairness to the Issuer or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of international standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) the entering into, and transactions with or payments to, including grants of securities, stock options and similar rights, any current or former employee, officer, consultant, advisor or director pursuant to any employment agreement, compensation, service, severance or benefit plans, indemnification arrangements or rights to indemnify or any arrangements entered into in the ordinary course of business;

(2) (i) transactions exclusively between or among the Issuer and/or its Restricted Subsidiaries or any Person that will become a Restricted Subsidiary as a result of such transaction and such transaction is otherwise in compliance with the Indenture; provided , in each case, that no Affiliate of the Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary or person, as applicable, and (ii) any merger, consolidation or amalgamation of the Issuer and any direct or indirect parent of the Issuer; provided , that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents, Shareholder Funding and the Capital Stock of the Issuer or a parent of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees and reasonable out of pocket expenses to officers, directors, employees or consultants of the Issuer or any of its Restricted Subsidiaries;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer;

(6) Restricted Payments and Permitted Investments that do not violate the provisions of the Indenture described above under the caption “—Restricted Payments;”

(7) transactions effected pursuant to agreements in effect on the Issue Date, including the Management Agreement, and any amendment, modification or replacement of such agreement (so long as such amendment or replacement is not more disadvantageous to the Issuer and its Restricted Subsidiaries, taken as a whole, than the agreement as in effect on the Issue Date as determined in good faith by senior management of the Issuer;

(8) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business consistent with industry practice;

(9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services in the ordinary course of business;

(10) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(11) payments or loans (or cancellation of loans) to directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith;

(12) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of the Credit Agreement, any stockholders agreement to which it is a party as of the Issue Date or any other agreement or arrangement in existence on the Issue Date or described in this listing memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided , however , that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (12) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

(13) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and otherwise in compliance with the terms of the Indenture; provided that no officer, director or Affiliate of the Issuer beneficially owns any Equity Interests in such Unrestricted Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Issuer);

(14) any contribution to the equity capital of the Issuer; and

(15) transactions permitted by, and complying with, the provisions of the covenant described under “—Merger, Amalgamation, Consolidation or Sale of Assets”.

Business Activities

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Issuer and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

If (a) the Issuer or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date (other than a Subsidiary that (i) has been designated as an Unrestricted Subsidiary or (ii) is an Immaterial Subsidiary), (b) any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary (other than a Subsidiary that is an Immaterial Subsidiary) or (c) any non-Guarantor Restricted Subsidiary guarantees any Indebtedness of the Issuer or any Guarantor (in either case, a “New Guarantor ”), then the Issuer will (1) cause such New Guarantor to execute a supplemental indenture pursuant to which it will become a Guarantor, (2) cause such New Guarantor to execute and deliver to the Trustee and the Collateral Agent amendments to the Intercreditor Agreement and such other Security Documents or additional Security Documents, and take such other action as may be necessary or advisable in the determination of the Collateral Agent to grant to the Collateral Agent, for the benefit of the Trustee and the holders, a Lien on the assets of such New Guarantor, consistent with the provisions set forth under “—Security” above, to have such assets included as Collateral, including the filing of Uniform Commercial Code financing statements in such jurisdiction or such other actions as may be required by the Security Documents or by law or as may be reasonably requested by the Collateral Agent, (3) cause such New Guarantor to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing, and (4) deliver an Opinion of Counsel addressing enforceability with respect to the New Guarantor and satisfaction of all

conditions precedent and an Officers’ Certificate satisfactory to the Trustee and Collateral Agent, in each case, within 30 days of the date on which the Subsidiary was acquired or created or such non-Guarantor Restricted Subsidiary guarantees Indebtedness of the Issuer as required by the Indenture, the Intercreditor Agreement and the other Security Documents.

Each additional Note Guarantee will be limited as necessary to recognise certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Issuer may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or Person that becomes a Subsidiary through merger amalgamation or consolidation or Investment therein) to be an Unrestricted Subsidiary if that designation would not cause a Default and the Subsidiary meets the definition of “Unrestricted Subsidiary.” If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced by a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Passive Holding Company

Parent shall not:

(1) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Capital Stock of, or Indebtedness owing by, its direct or indirect Subsidiaries (including the establishment of any additional Subsidiaries) or the maintenance of administrative employees and functions incidental to its existence and operations that are immaterial to holders of the notes;

(2) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (a) non-consensual obligations imposed by operation of law, (b) obligations permitted or not prohibited pursuant to the Indenture and the Security Documents to which it is a party (including, without limitation, any obligation under the Credit Agreement), (c) obligations with respect to its Capital Stock, intercompany Indebtedness, so long as such Indebtedness is evidenced by an intercompany note and Shareholder Funding; or

(3) own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents (other than cash received in connection with dividends made by its Subsidiaries or in respect of intercompany loans permitted under the Indenture or cash or Cash Equivalents from the proceeds of an Asset Sale made in compliance with the Indenture pending application in accordance with the Indenture)) other than the ownership of shares of Capital Stock of, or Indebtedness owing by, its direct or indirect Subsidiaries or the maintenance of properties and assets related to administrative employees and functions incidental to its existence.

Impairment of Security Interest

The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the holders of the notes, and the Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to any Person other than the Collateral Agent, for the benefit of the Trustee and the holders of the notes. Nothing in this provision shall restrict the discharge or release of the Collateral in accordance with the Indenture, the Security Documents and the Intercreditor Agreement and the Issuer and its Restricted Subsidiaries may incur Permitted Liens.

At the request of the Issuer and without the consent of the holders of notes, the Collateral Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with the paragraph above) provide for Permitted Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the rights of the holders of the notes in any material respect.

In the event that Issuer complies with this covenant, the Trustee and the Collateral Agent may (subject to customary protections and indemnifications and the receipt of an Officers’ Certificate and Opinion of Counsel providing that the conditions precedent relating to the applicable requested action have been satisfied) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from holders of the notes provided such amendment, extensions, renewal, restatement, supplement, modification, replacement or release is in compliance with the Indenture, the Security Documents and the Intercreditor Agreement.

Further Assurances

The Issuer shall, and shall cause each Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments as the Collateral Agent or the Trustee shall reasonably request as directed in writing in accordance with the Indenture or the Security Documents, as applicable, to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Security Documents (although the Collateral Agent shall have no obligation to so request). In addition, the Issuer shall, and shall cause each Guarantor to, at its sole cost and expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral. Further, from time to time, the Issuer will reasonably promptly secure the obligations under the Indenture and the Security Documents by pledging or creating, or causing to be pledged or created security interests with respect to the Collateral. The Issuer shall deliver or cause to be delivered to the Collateral Agent all such instruments and documents as the Collateral Agent shall reasonably request to evidence compliance with this covenant. Neither the Collateral Agent nor the Trustee shall have any obligation to request the documents referred to in this covenant.

Maintenance of Listing

The Issuer will use its commercially reasonable efforts to maintain the listing of the notes on the Euro MTF Market for so long as such notes are outstanding; provided that if at any time the Issuer determines that it will not maintain such listing, it will obtain prior to the delisting of the notes from the Euro MTF Market, and thereafter use its commercially reasonable efforts to maintain, a listing of such notes on another recognised

stock exchange or exchange regulated market in western Europe. The Issuer will notify the Trustee in writing of any delisting or change in listing.

Reports

So long as any notes are outstanding, the Issuer shall furnish to the Trustee, and will cause to be furnished to the holders of notes:

(1) within 90 days (120 days in the case of the fiscal year ending January 1, 2014) after the end of the fiscal year beginning with the fiscal year ending January 1, 2014, annual reports containing the following information with a level of detail that is substantially comparable and similar in scope to this listing memorandum: (a) audited consolidated balance sheets of the Parent as of the end of the two most recent fiscal years, audited consolidated income statements and statements of cash flow of the Parent for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) pro forma income statement and balance sheet information of the Parent, together with explanatory footnotes, for any material acquisition, disposition or recapitalisation that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (2) or (3) below (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Issuer will provide, in the case of a material acquisition, acquired company financials)); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (d) a description of the business of the Issuer and its Subsidiaries, management and shareholders of the Parent and the Issuer, material affiliate transactions, material financing arrangements and material contractual arrangements, including material debt instruments; and (e) material risk factors and material recent developments;

(2) within 60 days (90 days in the case of the fiscal quarter ending September 30, 2013) following the end of each of the first three fiscal quarters in each fiscal year of the Parent beginning with the fiscal quarter ending September 30, 2013, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent, together with condensed footnote disclosure; (b) pro forma income statement and balance sheet information of the Parent, together with explanatory footnotes, for any material acquisition, disposition or recapitalisation that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates ( provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Issuer will provide, in the case of a material acquisition, acquired company financials); (c) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent and its Subsidiaries and any material change between the current quarterly period and the corresponding period of the prior year; (d) material recent developments in the business of the Issuer and its Subsidiaries; (e) financial developments and trends in the business in which the Issuer and its Subsidiaries are engaged; and (f) any material changes to the risk factors disclosed in the most recent annual report with respect to the Parent; and

(3) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent and its Subsidiaries taken as a whole, or any changes of the Chief Executive Officer or Chief Operating Officer or change in auditors of the Parent or any other material event that the Issuer announces publicly, a report containing a description of such event;

provided , however , that the reports set forth in clauses (1), (2) and (3) above will not be required to (i) contain any reconciliation to U.S. generally accepted accounting principles or (ii) include separate financial statements for any Guarantors or non-guarantor Subsidiaries of the Issuer or consolidating footnote information for Guarantors and non-Guarantors.

All financial statements shall be prepared in accordance with U.K. GAAP. Except as provided for above, no report need include separate financial statements for the Parent or Subsidiaries of the Parent or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in this listing memorandum.

If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries individually or in the aggregate would constitute Significant Subsidiaries, then the quarterly and annual financial information required by paragraphs (1) and (2) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent, Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

Upon written request by the Issuer, the Trustee shall transmit or cause to be transmitted such reports to the holders (or Euroclear and Clearstream, as long as the notes are held in global form).

The Issuer will hold a quarterly conference call (the “Company Conference Call ”) for the holders of the notes and securities analysts to discuss the information contained in the annual and quarterly reports required under clauses (1) and (2) above no later than 10 business days after distribution of such financial information.

The Issuer will make such information and reports and the details relating to each Company Conference Call available on a website maintained by the Issuer (which shall be deemed to satisfy the Issuer’s obligation to deliver such information to the Trustee and the holders pursuant to this covenant, so long as (a) such information and reports are made so available within the relevant timeframes set forth in this covenant and (b) the Issuer makes reasonable efforts to notify the Trustee and the holders of postings to such website in writing (including through the information dissemination procedures of the depositary for the notes)); provided , however , that such website (or relevant sections thereof) may be password protected so long as the Issuer provides such password to the Trustee, the holders and, upon request to the Issuer, prospective purchasers of the notes and securities analysts; provided further , that that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been made available in such manner.

In addition, the Issuer agrees that, for so long as any of the notes remain outstanding, the Issuer will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Issuer will also make available copies of all reports required by clauses (1) through (3) of the first paragraph of this covenant, if and so long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, at the offices of the Paying Agent in Luxembourg or, to the extent and in the manner permitted by such rules, post such reports on the official website of the Luxembourg Stock Exchange.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest or Additional Amounts, if any, on the notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;

(3) failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales,” or “—Certain Covenants—Merger, Amalgamation, Consolidation or Sale of Assets;”

(4) failure by the Parent, the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the holders of at least 25% in aggregate principal amount of the

notes then outstanding voting as a single class to comply with any of the other agreements (other than clauses (1), (2) and (3) above) in the Indenture or the Security Documents;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration, extension or waiver of the grace period provided in such Indebtedness on the date of such default (a “Payment Default ”); or

(b) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates £10.0 million or more;

(6) failure by the Parent, the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of £10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

(8) (x) any Security Document shall cease to be in full force and effect in all material respects (except as permitted by the terms of the Indenture, the Intercreditor Agreement or the Security Documents) with respect to Collateral having a Fair Market Value in excess of £2.5 million, or an assertion by the Issuer or any of its Restricted Subsidiaries that any Collateral having a Fair Market Value in excess of £2.5 million is not subject to a valid, perfected security interest (except as permitted by the terms of the Indenture, the Intercreditor Agreement or the Security Documents); or (y) the repudiation by the Issuer or any of the Guarantors of any of its material obligations under the Security Documents; and

(9) certain events of bankruptcy or insolvency described in the Indenture with respect to the Parent, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes, by written notice to the Issuer (and to the Trustee if notice is given by the holders) may declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest and shall be fully protected in withholding such notice, except a Default or Event of Default relating to the payment of principal, interest, Additional Amounts or premium, if any.

Subject to the provisions of the Indenture and the Security Documents relating to the duties of the Trustee and the Collateral Agent, in case an Event of Default occurs and is continuing, neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers under the Indenture or any Security Document at the request or direction of any holders of notes unless such holders have provided to the Trustee or the Collateral Agent, as the case may be, pre-funding, indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if

any, or interest or Additional Amounts when due, no holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the Trustee in writing to pursue the remedy;

(3) such holders have offered the Trustee security, pre-funding or indemnity satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the provision of security, pre-funding or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding notes by written notice to the Trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest, Additional Amounts or premium, if any, on, or the principal of, the notes.

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default and proposed steps to cure such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the notes, the Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance ”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest, Additional Amounts or premium, if any, on, such notes when such payments are due from the trust referred to below;

(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent, and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Indenture and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Covenant Defeasance ”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the

event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in pounds sterling, non-callable U.K. Government Obligations, or a combination of cash in pounds sterling and non-callable U.K. Government Obligations, in amounts as will be sufficient, in the opinion of a nationally recognised investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any) on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion of United States counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of United States counsel will confirm that, the holders of the outstanding notes will not recognise income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion of United States counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognise income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such Indebtedness) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than instruments being contemporaneously repaid, defeased or terminated); and

(5) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

The Liens securing the notes and the Note Guarantees will be released as provided under the caption “—Security” upon a Legal Defeasance or Covenant Defeasance in accordance with the foregoing provisions.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the Indenture, the notes, the Note Guarantees, Security Documents or the Intercreditor Agreement may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the Indenture or the notes or the Note Guarantees or the Security Documents may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in a currency other than that stated in the notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest, Additional Amounts or premium, if any, on the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the Indenture, any Security Document or the Intercreditor Agreement that has the effect of releasing all or substantially all of the Collateral from the Liens securing the notes or subordinating Liens securing the notes (except as permitted by the terms of the Indenture, the Security Documents and the Intercreditor Agreement) will require the consent of the holders of at least 662/3% in aggregate principal amount of the notes then outstanding.

Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the notes and the Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(5) to conform the text of the Indenture, the Note Guarantees, the Intercreditor Agreement or other Security Documents or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Intercreditor Agreement or other Security Documents or the notes, as evidenced by an Officers’ Certificate;

(6) to enter into additional or supplemental Security Documents;

(7) to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture;

(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes and to release any Guarantor from its Note Guarantee in accordance with the terms of the Indenture;

(9) to make, complete or confirm any grant of Collateral permitted or required by the Indenture, the Intercreditor Agreement or any of the Security Documents or any release of Collateral in accordance with the terms of the Indenture, the Intercreditor Agreement or any of the Security Documents, as applicable;

(10) to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee or the Collateral Agent;

(11) to comply with the rules of any applicable securities depositary; or

(12) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplement or other modification from time to time of the Credit Agreement or any other agreement that is not prohibited by the Indenture.

The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment, waiver or consent. It is sufficient if such consent approves the substance of the proposed amendment, waiver or consent.

For the avoidance of doubt, the determination of whether any amendment, supplement or waiver has been consented to shall, where applicable, include any additional notes that have been issued under the Indenture at any time prior to, concurrently or contemporaneously with the time that such amendment, supplement or waiver becomes operative.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b) all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in pounds sterling, non-callable U.K. Government Obligations, or a combination of cash in pounds sterling and non- callable U.K. Government Obligations, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the Trustee for cancellation for principal, interest and premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such Indebtedness) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than instruments being contemporaneously repaid, defeased or terminated);

(3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Issuer has delivered written irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. The Liens securing the notes and the Note Guarantees will be released as provided under the caption “Security” upon a satisfaction and discharge in accordance with the foregoing provisions.

Judgment Currency

Any payment on account of an amount that is payable in pounds sterling which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency ”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under the Indenture and the notes or Note Guarantee, as the case may be, only to the extent of the amount of pounds sterling with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of pounds sterling that could be so purchased is less than the amount of pounds sterling originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in the Indenture or the notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Concerning the Trustee

If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits the right of the Trustee to obtain payment of claims in certain cases, or to realise on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days or resign.

The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his or her own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Prescription

Claims against the Issuer or any Guarantor for the payment of principal, or premium, if any, on the notes will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer or any Guarantor for the payment of interest on the notes will be prescribed five years after the applicable due date for payment of interest.

Listing

Application has been made to list the additional notes on the Official List of the Luxembourg Stock Exchange and to admit the notes to trade on the Euro MTF Market and settlement of the notes is not conditioned on obtaining this listing.

Governing Law

The Indenture provides that it, the notes, the Note Guarantees and the Security Documents (other than documents that relate to Collateral in other jurisdictions) are governed by, and construed in accordance with, the laws of the State of New York.

Consent to Jurisdiction and Service of Process

The Indenture provides that the Issuer and the Guarantor will appoint Soho House New York, LLC as its agent for service of process in any suit, action or proceeding with respect to the Indenture, the notes and the Note Guarantees brought in any federal or state court located in the City of New York and will submit to such jurisdiction.

Enforceability of Judgments

Since a substantial portion of the assets of the Issuer and the Guarantors are outside the United States, any judgment obtained in the United States against the Issuer or any Guarantor, may not be collectable within the United States.

Additional Information

Anyone who receives this listing memorandum may obtain a copy of the Indenture without charge by writing to 72-74 Dean Street, London, W1D 3SG United Kingdom, Attention: Guy Williams.

So long as the notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange shall so require, copies, current and future, of all of the Issuer’s annual audited consolidated financial statements and the Issuer’s unaudited consolidated interim financial statements may be obtained, free of charge, during normal business hours at the offices of the Paying Agent in Luxembourg or, to the extent and in the manner permitted by such rules, on the official website of the Luxembourg Stock Exchange ( www.bourse.lu ).

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all defined terms used therein, as well as any other capitalised terms used herein for which no definition is provided.

“Acquired Debt ” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged or amalgamated with or into or became a Subsidiary of such specified Person, or expressly assumed in connection with the acquisition of assets from any such, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. Acquired Debt will be deemed to be incurred on the date the acquired Person becomes a Subsidiary.

“Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium ” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at October 1, 2015, (such redemption price being set forth in the table appearing under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through October 1, 2015, (excluding accrued but unpaid interest to the

redemption date), computed using a discount rate equal to the Gilt Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note, if greater.

“Approved Intercreditor Arrangement ” means with respect to Collateral that is required to secure both the Credit Agreement and the notes pursuant to the Intercreditor Agreement, either accession to the Intercreditor Agreement, execution of an Additional Intercreditor Agreement or such other mechanic which ensures that the Affected Liens have the legal ranking required by the proviso which appears in the final paragraph of the definition of Permitted Liens.

“Asset Sale ” means:

(1) the sale, lease (other than operating leases entered into in the ordinary course of business), conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants— Merger, Amalgamation, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of the Issuer’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than £1.0 million;

(2) a transfer of assets (x) from a Restricted Subsidiary to the Issuer or a Guarantor, (y) between or among the Issuer and the Guarantors or (z) between or among non-Guarantor Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to a Restricted Subsidiary of the Issuer;

(4) the sale or lease of equipment, inventory, products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, no longer useful, worn-out or obsolete assets;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants—Restricted Payments” or a Permitted Investment;

(7) the creation of Permitted Liens and, subject to the Intercreditor Agreement, foreclosure upon such Permitted Liens;

(8) the licensing of intellectual property to third Persons on customary terms as determined in good faith by the Board of Directors of the Issuer;

(9) transfers of property subject to casualty or condemnation proceedings;

(10) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business;

(11) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(12) the lease, assignment or sublease of any real or personal property in the ordinary course of business; and

(13) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition.

“Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors ” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorised to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function. “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in London, Luxembourg, Frankfurt or New York, New York or a place of payment under the Indenture are authorised or required by law to close.

“Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalised on a balance sheet prepared in accordance with U.K. GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock ” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents ” means:

(1) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the European Union, the United States of America, Switzerland or Canada (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the European Union or the United States of America, Switzerland or Canada, as the case may be, and which are not callable or redeemable at the option of the Issuer or any of its Restricted Subsidiaries;

(2) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less

from the date of acquisition issued by a bank or trust company which is organised under, or authorised to operate as a bank or trust company under, the laws of a member state of the European Union or of the United States of America or any state thereof, Switzerland or Canada; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of £250.0 million (or the foreign currency equivalent thereof as of the date of such investment) and whose long-term debt is rated “A-1” or higher by Moody’s or A+ or higher by S&P or the equivalent rating category of another internationally recognised rating agency;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition; and

(5) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition.

“Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act), other than a Permitted Holder;

(2) the adoption of a plan by the Issuer relating to the liquidation or dissolution of the Issuer;

(3) the consummation of any transaction (including, without limitation, any merger, amalgamation or consolidation), the result of which is that any “person” (as defined above) other than one or more Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent, measured by voting power rather than number of shares; or

(4) after an initial public offering of the Issuer or any direct or indirect parent of the Issuer, the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

“Clearstream ” means Clearstream Banking, société anonyme.

“Collateral ” means the rights, property and assets securing the notes and the Note Guarantees as described in the section entitled “—Security” and any rights, property or assets in which a Lien has been granted to secure the Obligations of the Issuer and the Guarantors under the notes and the Indenture pursuant to the Security Documents.

“Commission ” or “SEC ” means the U.S. Securities and Exchange Commission.

“Consolidated Cash Flow ” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realised by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period (including amortisation or write-off of deferred financing fees or debt issuance costs and original issue

discount notwithstanding the definition of Fixed Charges), to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortisation (including, without limitation, amortisation of goodwill and other intangibles and deferred financing fees but excluding amortisation of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortisation of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortisation and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) any expenses, charges or other costs related to the Refurbishment, to the extent such expenses, charges or other costs are not capitalised; plus

(6) any expenses, charges or other costs related to the issuance of any Capital Stock, Permitted Investment, acquisition, disposition, recapitalisation or listing or the Incurrence of Indebtedness permitted to be incurred under the Indenture (including a refinancing thereof), whether or not successful, including (i) such fees, expenses or charges related to the issuance or other Incurrence of Indebtedness and (ii) any amendment or other modification of such Incurrence, in each case, deducted in computing Consolidated Net Income; plus

(7) the amount of payments made pursuant to the Management Agreement; plus

(8) Pre-Opening Expenses to the extent that such expenses were deducted in computing such Consolidated Net Income; plus

(9) employee severance, relocation or recruiting fees and expenses, in each case other than in the ordinary course of business, and in each case deducted in computing Consolidated Net Income; minus

(10) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with U.K. GAAP.

“Consolidated Net Income ” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with U.K. GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary) or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash by such Person to the Issuer or any Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) any gain (or loss), together with any related provision for taxes on such gain (or loss), realised in connection with: (a) any asset sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, will be excluded;

(5) any non-cash compensation charge or expense arising from any grant of stock, stock options or other equity-based awards will be excluded;

(6) any extraordinary, exceptional or unusual gain, loss or charge will be excluded;

(7) any one-time non-cash charges or any increases in amortisation or depreciation resulting from purchase accounting, in each case, in relation to any acquisition of another Person or business or resulting from any reorganisation or restructuring involving the Issuer or its Subsidiaries will be excluded;

(8) any unrealised foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person and any unrealised foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies will be excluded;

(9) any unrealised foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary owing to the Issuer or any Restricted Subsidiary will be excluded; and

(10) any net gain or loss resulting from non-speculative Hedging Obligations shall be excluded.

“Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of the Issuer who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of (x) a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (y) the Permitted Holders.

“Credit Agreement ” means the initial credit agreement, dated as of September 27, 2013, by and among the Issuer, the guarantors from time to time party thereto, the lenders from time to time party thereto, an administrative agent and collateral agent, providing for revolving credit borrowings, including any related notes, guarantees, security documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Credit Facilities ” means, one or more debt facilities, indentures or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders, commercial finance companies, creditors, investors or other lenders providing for revolving credit loans, term loans, bonds, debentures, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) , capital leases or letters of credit, pursuant to agreements or indentures, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and without limitation as to amount, terms, conditions, covenants and other provisions, including increasing the amount of available borrowings thereunder, changing or replacing agent banks and lenders thereunder or adding, removing or reclassifying Subsidiaries of the Issuer as borrowers or guarantors thereunder).

“Currency Exchange Protection Agreement ” means, in respect of any Person, any foreign exchange contract, currency swap agreement, currency option, cap, floor, ceiling or collar or agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates as to which such Person is a party.

“Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Issuer and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering ” means any public or private sale of Capital Stock (other than Disqualified Stock) of the Issuer or contribution to the capital of the Issuer.

“Euroclear ” means Euroclear Bank S.A./N.V.

“Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Existing Indebtedness ” means all Indebtedness of the Issuer and its Subsidiaries (other than Indebtedness under the notes and the Note Guarantees or any Credit Facilities) in existence on the Issue Date until such amounts are repaid.

“Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Issuer (unless otherwise provided in the Indenture); provided, that with respect to any such amount less than £2.5 million, only the good faith determination of the Issuer’s management shall be required.

“Fixed Charge Coverage Ratio ” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) Investments, acquisitions, dispositions, mergers, amalgamation or consolidations that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, amalgamation or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with U.K. GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with U.K. GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of twelve months).

To the extent that pro forma effect is to be given to an acquisition or disposition of an entity, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available and determined in good faith by a responsible financial or accounting officer of the Issuer and will include Pro Forma Cost Savings.

“Fixed Charges ” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortisation of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalised during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined national, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with U.K. GAAP.

“Gilt Rate ” means, as of any redemption date, the yield to maturity as of such redemption date of U.K. Government Obligations with a fixed maturity (as compiled by the Office for National Statistics and published in the most recent Financial Statistical that have become publicly available at least two business days in London prior to such redemption date (or, if such Financial Statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 1, 2015; provided , however , that if the period from such redemption date to October 1, 2015, is less than one year, the weekly average yield on actually traded U.K. Government Obligations denominated in sterling adjusted to a fixed maturity of one year will be used.

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“guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. When used as a verb, “guarantee ” has a correlative meaning.

“Guarantors ” means (1) the Parent, (2) each Restricted Subsidiary of the Issuer on the Issue Date (other than Immaterial Subsidiaries), (3) each Subsidiary of the Issuer that guarantees any obligations under the Credit Agreement and (4) each other Subsidiary of the Issuer that executes a Note Guarantee in accordance with the covenant entitled “—Certain Covenants—Additional Note Guarantees”, in each case, together with their respective successors and assigns until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

“Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices. in each case, not entered into for speculative purposes.

“Immaterial Subsidiary ” means, as of any date, any Restricted Subsidiaries whose total assets, as of that date, are less than 5.0% of the consolidated assets of the Parent and its Subsidiaries and whose Consolidated Cash Flow as of the last day of the Parent’s fiscal year end does not exceed 5.0% of the Consolidated Cash Flow of the Parent; provided , that such Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Issuer; provided , further , notwithstanding the foregoing, that each of Soho Beach House, LLC, Soho-Ryder Acquisition LLC and Ryder Properties, LLC shall constitute Immaterial Subsidiaries.

“Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with U.K. GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding anything herein to the contrary, Shareholder Fundings shall not be deemed to constitute Indebtedness.

“Intercreditor Agreement ” means the intercreditor agreement, dated as of September 27, 2013, among the Trustee, the Collateral Agent, the Issuer and the Guarantors, as the same may be amended, supplemented, restated or modified from time to time.

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“Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with U.K. GAAP. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by the Issuer or any Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants—Restricted Payments.” Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date ” means September 27, 2013.

“Joint Venture ” means a corporation, limited liability company, partnership or other entity engaged in a Permitted Business (other than an entity constituting a Wholly Owned Restricted Subsidiary of the Issuer) in which the Issuer or any of its Restricted Subsidiaries owns, directly or indirectly, at least 10% of the Equity Interests.

“Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Management Agreement ” means any agreement entered into between the Parent and the Sponsor or its Affiliates and any amendments thereto providing for management fees payable by the Parent, the Issuer and its Subsidiaries in an annual amount not to exceed £1.0 million per annum.

“Miami Hotel ” means the leased hotel portion of the Soho Beach House property in Miami, Florida.

“Miami Property ” means the Soho Beach House property in Miami, Florida.

“Miami Transactions ” means any transaction by the Issuer or any of its Restricted Subsidiaries in connection with the purchase of the Miami Hotel and/or the refinancing of the Miami Property in connection with, substantially concurrently and/or after the acquisition of, the Miami Hotel, including (i) the refinancing of the lease on the Miami Hotel, (ii) the entering into of a loan with WP Carey Bank or any other lender to finance the purchase of the Miami Hotel and/or refinance the Miami Property simultaneously with the purchase of the Miami Hotel and (iii) a ground lease with option to purchase with respect to the Miami Hotel.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Mortgages ” means the mortgages, deeds of trust, deeds to secure Indebtedness or other similar documents granting Liens on the Issuer’s and the Restricted Subsidiaries’ properties and interests, Premises and/or the Leased Premises to secure the notes.

“Net Income ” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with U.K. GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realised in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

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(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss); and

(3) the portion of such Net Income attributable to non-controlling interests of Subsidiaries.

“Net Proceeds ” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, and taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale, any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with U.K. GAAP and in the case of any Asset Sale by a Restricted Subsidiary of the Issuer, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Issuer or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Issuer or any Restricted Subsidiary thereof.

“Non-Recourse Debt ” means Indebtedness:

(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries.

“Note Guarantee ” means the guarantee by each Guarantor of the Issuer’s obligations under the Indenture and the notes, executed pursuant to the provisions of the Indenture.

“Obligations ” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganisation or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in the Indenture and is delivered to the Trustee.

“Opinion of Counsel ” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements of the Indenture. The counsel may be an employee of or counsel to the Issuer, the Parent or any Subsidiary of the Issuer.

“Other Pari Passu Obligations ” means any Indebtedness (i) ranking pari passu in right of payment with the notes, (ii) secured by any Lien on the Collateral that ranks equal to any Lien on the Collateral held by the Collateral Agent for the benefit of the holders of the notes and (iii) containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets.

“Parent ” means Soho House & Co Limited, a limited company organised under the laws of Jersey.

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“Pari Passu Debt Required Holders ” means Pari Passu Creditors with Pari Passu Liabilities in the amount required to approve the relevant matter under the Pari Passu Documents, or if no such amount is specified, at least the majority of outstanding Pari Passu Liabilities (disregarding those held by Debtors).

“Permitted Business ” means any business engaged in or proposed to be engaged in by the Issuer or any of its Restricted Subsidiaries on the Issue Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date.

“Permitted Holders ” means (1) Sponsor and each of its Affiliates or funds controlled or managed by it or its Affiliates other than any portfolio companies of any of the foregoing, (2) Mr. Richard Caring and (3) Mr. Nick Jones. Any Person or group whose acquisition of Beneficial Ownership constitutes a Change of Control under clause (3) of the definition of “Change of Control” in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture (or would result in a Change of Control Offer in the absence of the waiver of such requirement by holders of notes in accordance with the Indenture) will thereafter constitute additional Permitted Holders.

“Permitted Investments ” means:

(1) any Investment in the Issuer or in a Restricted Subsidiary of the Issuer that is a Guarantor;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Issuer and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer that is a Guarantor;

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation or transfer;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or any non-cash consideration received in connection with a disposition of any assets excluded from the definition of “Asset Sale”;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer;

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganisation or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of the Issuer or any Restricted Subsidiary of the Issuer in an aggregate principal amount not to exceed £1.0 million at any one time outstanding;

(9) repurchases of the notes;

(10) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property (or

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information of intellectual property pursuant to joint marketing arrangements with other Persons), in each case in the ordinary course of business;

(11) advances to customers or suppliers in the ordinary course of business;

(12) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(13) any Investment existing, or made pursuant to binding commitments existing, on the date of the Indenture and any Investment that replaces, refinances or refunds any Investment existing on the date of the Indenture; provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded other than as required by the terms of such Investment as in existence on the date of the Indenture, and is made in the same Person as the Investment replaced, refinanced or refunded;

(14) Investments in Joint Ventures in an aggregate principal amount at any time outstanding not to exceed £30.0 million (with each Investment being valued as of the date made and without regard to subsequent changes in value);

(15) Investments in respect of the Miami Transactions; and

(16) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed £7.5 million.

“Permitted Liens ” means:

(1) Liens on assets of the Issuer or any Restricted Subsidiary securing Indebtedness and other Obligations under Credit Facilities that was permitted by the terms of the Indenture to be incurred and/or securing Hedging Obligations related thereto;

(2) Liens in favour of the Issuer or the Guarantors;

(3) Liens on property, assets or shares of a Person existing at the time such Person is merged or amalgamated with or into or consolidated with the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger, amalgamation or consolidation and do not extend to any assets other than those of the Person merged or amalgamated into or consolidated with the Issuer or such Restricted Subsidiary;

(4) Liens on assets or property (including Capital Stock) existing at the time of acquisition of the assets or property by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business, as well as obligations under the trade contracts and leases (exclusive of obligations for the payment of borrowed money);

(6) Liens to secure Indebtedness, mortgage financings or purchase money obligations (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the Issue Date;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with U.K. GAAP has been made therefor;

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(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business and liens on deposits in the ordinary course of business to secure liability to insurance carriers;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of- way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees), including for the sake of clarity, any additional notes and any Note Guarantees in respect thereof permitted under the Indenture;

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided , however , that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;

(14) the interests of lessors under operating leases and licensors or sublicensors under license agreements;

(15) Liens in favour of custom and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(16) Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary of the Issuer with respect to obligations that do not exceed £5.0 million at any one time outstanding;

(17) the filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under applicable jurisdiction) in connection with operating leases (other than any sale and leaseback transaction) or consignment of goods;

(18) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code (or equivalent statutes) on items in the course of collection and (ii) in favour of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and

(19) Liens on assets of the Issuer or any Restricted Subsidiary securing Indebtedness permitted by clauses (18) and (19) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(20) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business, in connection therewith;

(21) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the

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review of such judgment shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired;

(22) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(23) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(24) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Issuer or any of its Restricted Subsidiaries, including rights of offset and set-off;

(25) Liens securing Hedging Obligations which Hedging Obligations relate to Indebtedness that is otherwise permitted under the Indenture; and

(26) any encumbrance or restriction (including put and call arrangements) not securing Indebtedness contained in any Joint Venture agreement or similar agreement entered into by the Issuer or any Restricted Subsidiary with respect to Capital Stock issued by the relevant Joint Venture pursuant to any joint venture agreement or similar agreement; provided that such encumbrance or restriction shall extend only to the relevant Capital Stock;

provided , that, in the case of (1), (11), (12), (16), (19) and (25) above (the “Affected Liens ”), in the event that the Affected Lien so created encumbers assets which also secure the Indebtedness under (i) the Credit Agreement and/or (ii) the notes and/or (iii) any amounts of Hedging Obligations which rank pari passu with the Credit Agreement and/or the notes, an Approved Intercreditor Arrangement shall be entered into with respect to such Affected Lien providing that any such Affected Lien shall, with respect to any amounts recovered following the foreclosure or enforcement with respect to such Collateral, rank:

(A) pari passu with the Super Senior Liabilities if such Affected Lien secures Indebtedness which is to qualify as Super Senior Liabilities pursuant to the section entitled “Ranking and Priority ” as set forth in “— Intercreditor Agreement ”; or

(B) junior to the Super Senior Liabilities (and no better than pari passu with the notes) if such Affected Lien secures Indebtedness which is not to qualify as Super Senior Liabilities.

“Permitted Parent Payments ” means, without duplication as to amounts:

(1) general corporate overhead expenses of such direct or indirect parent, including legal, accounting and administrative fees and expenses, in each case to the extent such fees and expenses are attributable to the ownership or operation of the Parent, the Issuer and its Restricted Subsidiaries (provided that for so long as such direct or indirect parent entity owns no assets other than the Capital Stock in the Parent, the Issuer or another direct or indirect parent entity of the Issuer, such fees and expenses shall be deemed for purposes of this clause (1) to be so attributable to such ownership or operation); provided that the amounts in clause shall not exceed £2.5 million in any year;

(2) dividends or distributions to permit the payment of the Sponsor’s reasonable out-of-pocket expenses under the Management Agreement; and

(3) any dividends or distributions in amounts required for any direct or indirect parent of the Issuer to pay (a) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence; and (b) income taxes imposed on the direct or indirect equity holders of such parent entity by the United States and any political subdivision thereof, to the extent such income taxes are attributable to an actual or deemed distribution of earnings and profits of a Restricted Subsidiary; provided that in each case the amount of such payment in any fiscal year shall be calculated based on the highest marginal federal, state and local income tax rates applicable to an individual resident in New York City and that in all cases the

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aggregate amount of payments permitted pursuant to this clause 3(b) shall not exceed $4.0 million during the term of the notes.

“Permitted Refinancing Indebtedness ” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favourable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Issuer or a Guarantor or, if a Restricted Subsidiary that is not a Guarantor is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged by any Restricted Subsidiary, by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organisation, limited liability company or government or other entity.

“Pound Equivalent ” means, with respect to any monetary amount in a currency other than pound, at any time of determination thereof, the amount of pound obtained by converting such currency other than pound involved in such computation into pound at the spot rate for the purchase of pound with the applicable currency other than pound as published in the Financial Times in the “Currency Rates” section (or, if the Financial Times is no longer published, or if such information is no longer available in the Financial Times , such source as may be selected in good faith by the Issuer) on the date of such determination. Except as expressly provided otherwise, whenever it is necessary to determine whether the Issuer or any of its Restricted Subsidiaries have complied with any covenant or other provision in this Indenture denominated in pound and an amount is expressed in a currency other than pound, such amount will be treated as the Pound Equivalent determined as of the date such amount is initially determined in such non-pound currency.

“Pre-Opening Expenses ” means expenses relating to the acquisition, opening, conversion and organising of new and converted facilities.

“Pro Forma Cost Savings ” means, with respect to any acquisition or disposition of an entity, division or line of business, for purposes of calculation of the Fixed Charge Coverage Ratio as of any date, the reduction in net costs and related adjustments (1) were directly attributable to such acquisition or Investment, merger, amalgamation, consolidation or discontinued operation or other specified action that occurred during the four quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and that would have properly be reflected in a pro forma income statement prepared in accordance with Regulation S-X under the Securities Act; (2) were actually implemented in connection with or as a result of such acquisition Investment, disposition, merger, amalgamation, consolidation or discontinued operation or other specified action and that are prior to the date of calculation of the Fixed Charge Coverage Ratio that are supportable and quantifiable by the underlying accounting records and/or (3) relate to an acquisition Investment, disposition, merger, amalgamation, consolidation or discontinued operation or other specified action that the Issuer reasonably determines to be probable and are based upon specifically identifiable actions to be taken within

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twelve months of the date of the closing of such acquisition, Investment, disposition, merger, amalgamation, consolidation or discontinued operation or other specified action, and in the case of each of (1), (2) and (3), are described, as provided below, in an Officers’ Certificate, as if all such reductions in costs had been effected as of the beginning of the applicable four-quarter period. Pro Forma Costs Savings described above shall be established by an Officers’ Certificate delivered to the Trustee from the Chief Executive Officer or Chief Financial Officer of the Issuer that outlines the specific actions taken or to be taken and the net cost savings achieved or to be achieved from each such action and, in the case of clause (3) above, that states such savings have been determined in management’s reasonable judgment to be probable based on information then available.

“Refurbishment ” means any refurbishment of the Issuer’s properties completed on or prior to December 31, 2013.

“Restricted Investment ” means an Investment other than a Permitted Investment.

“Restricted Subsidiary ” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise indicated in this “Description of Notes”, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of Parent, including the Issuer.

“S&P ” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.

“Secured Parties ” means the Trustee, the Collateral Agent, the Super Senior Creditors and the Senior Secured Creditors.

“Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Documents ” means the security agreements, pledge agreements, mortgages, deeds of trust, deeds to secure debt, collateral assignments, control agreements, the Intercreditor Agreement and related agreements (including, without limitation, financing statements under the Uniform Commercial Code of the relevant states), as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, to secure any Obligations or under which rights or remedies with respect to any such Lien are governed.

“Senior Secured Creditors ” means the holders of the notes, the Pari Passu Creditors and any Hedge Counterparty with Hedging Liabilities (other than Super Senior Hedging Liabilities).

“Senior Secured Notes Trustee Amounts ” means any fees, costs and expenses of the Trustee (including the reasonable fees and expenses of its counsel and agents) payable to the Trustee for its own account pursuant to the notes or any engagement letter with the Issuer and the costs of any actual or attempted enforcement action.

“Senior Secured Notes Required Holders ” means holders of the notes holding notes in the amount required to approve the relevant matter under the Indenture, or if no such amount is specified, at least the majority of outstanding notes (disregarding those held by Debtors).

“Shareholder Funding ” means contributions to the equity or loan capital of the Parent or the Issuer by any parent, any Permitted Holder or any Affiliate thereof in exchange for or pursuant to any security, instrument or agreement other than Capital Stock; provided that such security, instrument or agreement must (i) be unsecured, (ii) be expressly subordinated to the prior payment in full in cash then due with respect to all of the Issuer’s obligations under the notes and to the Parent’s obligations under its Note Guarantee, as applicable, (iii) have a final maturity date at least 91 days later than the final maturity date of the notes, and (iv) not require payment in cash of any interest or principal in respect thereof prior to the final maturity date of such security, instrument or agreement.

“Significant Subsidiary ” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Sponsor ” means The Yucaipa Companies, LLC or any of its Affiliates (other than any of its portfolio companies).

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“Stated Maturity ” means, with respect to any instalment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary ” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Super Senior Creditors ” means the Credit Facility Lenders and Hedge Counterparties with Super Senior Hedging Liabilities.

“Super Senior Liabilities ” has the meaning given to it in the section entitled “—Intercreditor Agreement .”

“Tax ” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other additions thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax).

“Taxes ” and “Taxation ” shall be construed to have corresponding meanings.

“U.K. GAAP ” means generally accepted accounting practices in the United Kingdom, which are in effect from time to time.

“U.K. Government Obligations ” means direct obligations of, or obligations guaranteed by, the United Kingdom and the payment for the United Kingdom pledges its full faith and credit.

“Uniform Commercial Code ” or “UCC ” means the Uniform Commercial Code as in effect in the relevant jurisdiction from time to time.

“Unrestricted Subsidiary ” means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “—Certain Covenants Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer unless the terms of any such agreement, contract, arrangement or understanding are no less favourable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

(3) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries.

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“Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining instalment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary ” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Issuer or another Wholly Owned Restricted Subsidiary.

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BOOK-ENTRY, DELIVERY AND FORM

General

Notes sold to QIBs in reliance on Rule 144A under the Securities Act will initially be represented by a global note in registered form without interest coupons attached (the “Global Notes”). The Global Notes will be deposited, on December 10, 2015 (the “closing date”), with a common depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Except as set forth below, the Global Notes initially will be issued in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. Notes will be issued at the closing of this offering only against payment in immediately available funds.

Ownership of interests in the Global Note (the “Book-Entry Interests”) will be limited to persons that have accounts with Euroclear or Clearstream or persons that hold interests through such participants. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Except under the limited circumstances described below, Book-Entry Interests will not be held in definitive certificated form.

Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of such securities in definitive certificated form. The foregoing limitations may impair the ability to own, transfer or pledge Book-Entry Interests. In addition, while the notes are in global form, holders of Book-Entry Interests will not be considered the owners or “holders” of notes for any purpose.

So long as the notes are held in global form, Euroclear and/or Clearstream, as applicable (or their respective nominees), will be considered the sole holders of the Global Notes for all purposes under the indenture governing the notes. In addition, participants must rely on the procedures of Euroclear and/or Clearstream, and indirect participants must rely on the procedures of Euroclear, Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the indenture.

None of us, the guarantors, the trustee, the registrar or any other agent will have any responsibility, or be liable, for any aspect of the records relating to the Book-Entry Interests.

Redemption of the Global Notes

In the event that any Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the Book-Entry Interests in such Global Note from the amount received by it in respect of the redemption of such Global Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by Euroclear and/or Clearstream, as applicable, in connection with the redemption of such Global Note (or any portion thereof). We understand that, under the existing practices of Euroclear and Clearstream, if fewer than all of the notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on such other basis as they deem fair and appropriate, provided, however, that no Book-Entry Interest of less than £100,000 principal amount may be redeemed in part.

Payments on Global Notes

We will make payments of any amounts owing in respect of the Global Notes (including principal, premium, if any, interest, and any additional interest and Additional Amounts) to the common depositary or its nominee for Euroclear and Clearstream, which will distribute such payments to participants in accordance with their customary procedures. We expect that standing customer instructions and customary practices will govern payments by participants to owners of Book-Entry Interests held through such participants.

Under the terms of the indenture, we and the trustee will treat the registered holders of the Global Notes (e.g., Euroclear or Clearstream (or their respective nominees)) as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, none of us, the trustee, the registrar or any of its or their respective agents has or will have any responsibility or liability for:

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• any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest or for maintaining, supervising or reviewing the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest;

• Euroclear, Clearstream or any participant or indirect participant; or

• the records of the common depositary.

Currency of Payment for the Global Notes

The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Notes will be paid to holders of interests in such Global Notes through Euroclear or Clearstream in pounds sterling.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised us that they will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described above) only at the direction of one or more participants to whose account the Book-Entry Interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Notes. However, if there is an event of default under the notes, Euroclear and Clearstream each reserve the right to exchange the Global Notes for definitive registered notes in certificated form (“Definitive Registered Notes”), and to distribute such Definitive Registered Notes to their participants.

Transfers

The Notes will be subject to certain other restrictions on transfer and certification requirements, as described under “Notice to Investors.”

Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream rules and will be settled in immediately available funds. If a holder of notes requires physical delivery of Definitive Registered Notes for any reason, including to sell notes to persons in states which require physical delivery of securities or to pledge such securities, such holder must transfer its interests in the Global Notes in accordance with the normal procedures of Euroclear and Clearstream and in accordance with the procedures set forth in the indenture.

The Global Notes will bear a legend to the effect set forth under “Notice to Investors”. Book-Entry Interests in the Global Notes will be subject to the restrictions on transfers and certification requirements discussed under “Notice to Investors”.

Any Book-Entry Interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interest in any other Global Note will, upon transfer, cease to be a Book-Entry Interest in the first-mentioned Global Note and become a Book-Entry Interest in such other Global Note, and accordingly will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book- Entry Interests in such other Global Note for as long as it remains such a Book-Entry Interest.

Definitive Registered Notes

Under the terms of the indenture, owners of the Book-Entry Interests will receive Definitive Registered Notes:

• if either Euroclear or Clearstream notifies us that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by us within 120 days;

• if Euroclear or Clearstream so requests following an event of default under the indenture; or

• if the owner of a Book-Entry Interest requests such an exchange in writing delivered through either Euroclear or Clearstream following an event of default under the indenture.

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In the case of the issuance of Definitive Registered Notes, the holder of a Definitive Registered Note may transfer such note by surrendering it to the registrar or a transfer agent. In the event of a partial transfer or a partial redemption of a holding of Definitive Registered Notes represented by one Definitive Registered Note, a Definitive Registered Note will be issued to the transferee in respect of the part transferred and a new Definitive Registered Note in respect of the balance of the holding not transferred or redeemed will be issued to the transferor or the holder, as applicable; provided that no Definitive Registered Note in a denomination less than £100,000 will be issued. We will bear the cost of preparing, printing, packaging and delivering the Definitive Registered Notes.

We will not be required to register the transfer or exchange of Definitive Registered Notes for a period of 15 calendar days preceding (i) the record date for any payment of interest on the Notes, (ii) any date fixed for redemption of the Notes or (iii) the date fixed for selection of the Notes to be redeemed in part. Also, we are not required to register the transfer or exchange of any Notes selected for redemption or which the holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or Asset Sale Offer (each as defined in the indenture). In the event of the transfer of any Definitive Registered Note, the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in the indenture. We may require a holder to pay any transfer taxes and fees required by law and permitted by the indenture and the Notes.

If Definitive Registered Notes are issued and a holder thereof claims that such a Definitive Registered Note has been lost, destroyed or wrongfully taken, or if such Definitive Registered Note is mutilated and is surrendered to the registrar or at the office of a transfer agent, we will issue and the trustee will authenticate a replacement Definitive Registered Note if the trustee’s and the our requirements are met. We or the trustee may require a holder requesting replacement of a Definitive Registered Note to furnish an indemnity bond sufficient in the judgment of both to protect themselves, the paying agent appointed pursuant to the indenture from any loss which any of them may suffer if a Definitive Registered Note is replaced. We may charge for any expenses incurred by us in replacing a Definitive Registered Note.

In case any such mutilated, destroyed, lost or stolen Definitive Registered Note has become or is about to become due and payable, or is about to be redeemed or purchased by us pursuant to the provisions of the indenture, we, in our discretion, may, instead of issuing a new Definitive Registered Note, pay, redeem or purchase such Definitive Registered Note, as the case may be.

Definitive Registered Notes may be transferred and exchanged only after the transferor first delivers to the trustee a written certification (in the form provided in the indenture) to the effect that such transfer will comply with the transfer restrictions applicable to such Definitive Registered Notes. See “Notice to Investors”.

Information Concerning Euroclear and Clearstream

All Book-Entry Interests will be subject to the operations and procedures of Euroclear and Clearstream, as applicable. The following summaries of those operations and procedures are provided solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchaser is responsible for those operations or procedures.

We understand as follows with respect to Euroclear and Clearstream. Euroclear and Clearstream hold securities for participating organisations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organisations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Because Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of an owner of a beneficial interest to pledge such interest to persons or entities that do not participate in the Euroclear or Clearstream systems, or otherwise take actions in respect of such interest, may be limited by the lack of a definite certificate for that interest. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently,

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the ability to transfer beneficial interests to such persons may be limited. In addition, owners of beneficial interests through the Euroclear or Clearstream systems will receive distributions attributable to the Global Notes only through Euroclear or Clearstream participants.

Initial Settlement

Initial settlement for the notes will be made in pounds sterling. Book-Entry Interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional bonds in registered form. Book-Entry Interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value on the settlement date.

Secondary Market Trading

The Book-Entry Interests will trade through participants of Euroclear or Clearstream and will settle in same-day funds. Since the purchase determines the place of delivery, it is important to establish at the time of trading of any Book-Entry Interests where both the purchaser’s and the seller’s accounts are located to ensure that settlement can be made on the desired value date.

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CERTAIN TAX CONSIDERATIONS

Prospective purchasers of the notes are advised to consult their own tax advisors as to the tax consequences, under the tax laws of the country in which they are resident, of a purchase of notes including, without limitation, the consequences of receipt of interest and premium, if any, on and sale or redemption of, the notes or any interest therein.

Certain United States Federal Income Tax Considerations The following discussion is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of the additional notes offered (referred to herein as the “notes”, unless the context indicates otherwise), but does not purport to be a complete analysis of all potential tax effects. The summary is limited to consequences relevant to a U.S. holder (as defined below), except for discussions on the possible alternative treatment of the notes affecting a non-U.S. holder (as defined below), the discussion of notes, and the potential application of FATCA (as defined below), and does not address the effects of any U.S. federal tax laws other than U.S. federal income tax laws (such as estate and gift tax laws) or any state, local or non-U.S. tax laws. This discussion is based upon the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (“IRS”), each as in effect on the date of this offering, and all of which are subject to change, possibly with retroactive effect. We have not sought and will not seek any rulings from the IRS with respect to the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position concerning the tax consequences of the purchase, ownership or disposition of the notes.

This discussion is limited to holders who hold the notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion is limited to persons purchasing the notes in this offering at the price indicated on the cover page of this listing memorandum. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances, including the impact of the unearned income Medicare contribution tax, or to holders subject to special rules, including, without limitation: • U.S. expatriates and certain former citisens or long-term residents of the United States; • persons subject to the alternative minimum tax; • U.S. holders (as defined below) whose functional currency is not the U.S. dollar; • persons holding our notes as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; • banks, insurance companies, and other financial institutions; • real estate investment trusts or regulated investment companies; • brokers, dealers or traders in securities or foreign currencies; • “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; • S corporations or entities or arrangements treated as partnerships for U.S. federal income tax purposes; • tax-exempt organisations or governmental organisations; and • persons deemed to sell our notes under the constructive sale provisions of the Code.

If any entity treated as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding the notes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of a note that is, for U.S. federal income tax purposes, (i) an individual who is a citisen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organised under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject

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to U.S. federal income taxation regardless of its source; or (iv) a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Pre-Issuance Accrued Interest A portion of the price paid for a note will be allocable to interest that accrued prior to the date the note is purchased (the “pre-issuance accrued interest”). We intend to take the position that the portion of the interest received on the first interest payment date equal to the pre-issuance accrued interest should be treated as a return of the pre-issuance accrued interest and not as a payment of interest on the note. Amounts treated as a return of pre-issuance accrued interest should be excluded from the U.S. holder’s adjusted tax basis in the applicable note and should not be taxable when received (except that a U.S. holder generally would be required to recognize exchange gain or loss, as discussed below, in an amount equal to the difference, if any, between the U.S. dollar value of the pre-issuance accrued interest at the time of purchase and at the time the payment of such pre- issuance accrued interest is received, as determined at the spot rate in effect on each such date).

Payments of Stated Interest Payments of stated interest on the notes (including any Additional Amounts paid in respect of withholding taxes and without reduction for any amounts withheld and excluding the portion of the first interest payment allocable to pre-issuance accrued interest) generally will be taxable to a U.S. holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes.

A U.S. holder that uses the cash method of accounting for U.S. federal income tax purposes and that receives a payment of stated interest on the notes in British pounds sterling will be required to include in income (as ordinary income) the U.S. dollar value of such interest payment (determined based on the spot rate of exchange on the date such payment is received) regardless of whether the payment is in fact converted to U.S. dollars at such time, and this U.S. dollar value will be the U.S. holder’s tax basis in the British pounds sterling so received. A cash method U.S. holder will not recognise foreign currency exchange gain or loss with respect to the receipt of such stated interest, but may have exchange gain or loss attributable to the actual disposition of the British pounds sterling so received.

A U.S. holder that uses the accrual method of accounting for U.S. federal income tax purposes will be required to include in income (as ordinary income) the U.S. dollar value of the amount of stated interest income in British pounds sterling that has accrued with respect to the notes during an accrual period. The U.S. dollar value of such pound-denominated accrued stated interest will be determined by translating such amount at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate of exchange for the partial period within each taxable year. An accrual method U.S. holder may elect, however, to translate such accrued stated interest income into U.S. dollars using the spot rate of exchange on the last day of the interest accrual period or, with respect to an accrual period that spans two taxable years, using the spot rate of exchange on the last day of the taxable year. Alternatively, if the last day of an accrual period is within five business days of the date of receipt of the accrued stated interest, a U.S. holder that has made the election described in the prior sentence may translate such interest using the spot rate of exchange on the date of receipt of the stated interest. The above election will apply to other debt instruments held by an electing U.S. holder and may not be changed without the consent of the IRS. A U.S. holder that uses the accrual method of accounting for U.S. federal income tax purposes will recognise foreign currency exchange gain or loss with respect to accrued stated interest income on the date such interest is received. The amount of exchange gain or loss recognised will equal the difference, if any, between the U.S. dollar value of the payment received in British pounds sterling (determined based on the spot rate of exchange on the date such payment is received) in respect of such accrual period and the U.S. dollar value of stated interest income that has accrued

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during such accrual period (as determined above), regardless of whether the payment is in fact converted to U.S. dollars at such time. Any such exchange gain or loss generally will constitute ordinary income or loss and be treated, for foreign tax credit purposes, as U.S. source income or loss, and generally not as an adjustment to interest income or expense.

Foreign Tax Credit Stated interest income on a note generally will constitute foreign source income and generally will be considered “passive category income” or, in the case of certain U.S. holders, “general category income” in computing the foreign tax credit allowable to U.S. holders under U.S. federal income tax laws. There are significant complex limitations on a U.S. holder’s ability to claim foreign tax credits. U.S. holders should consult their tax advisors regarding the creditability or deductibility of any non-U.S. withholding taxes.

Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of Notes Upon the sale, exchange, retirement, redemption or other taxable disposition of a note, a U.S. holder generally will recognise U.S. source gain or loss equal to the difference, if any, between the amount realised upon such disposition (less any amount equal to any accrued but unpaid stated interest, which, except to the extent attributable to pre-issuance accrued interest, will be taxable as stated interest income as discussed above to the extent not previously included in income by the U.S. holder) and such U.S. holder’s adjusted tax basis in the note. If a U.S. holder receives British pounds sterling or other foreign currency on such a sale, exchange, retirement, redemption or other taxable disposition of a note, the amount realised generally will be based on the U.S. dollar value of such foreign currency based on the spot rate of exchange on the date of disposition. In the case of a note that is considered to be traded on an established securities market, a cash basis U.S. holder and, if it so elects, an accrual basis U.S. holder, will determine the U.S. dollar value of such foreign currency by translating such amount at the spot rate of exchange on the settlement date of the disposition. The special election available to accrual basis U.S. holders in regard to the sale or other disposition of notes traded on an established securities market must be applied consistently to all debt instruments held by the U.S. holder and cannot be changed without the consent of the IRS. An accrual basis U.S. holder that does not make the special election will recognise gain or loss to the extent that there are exchange rate fluctuations between the sale date and the settlement date.

A U.S. holder’s initial tax basis in a note will, in general, be the cost of such note to such U.S. holder (which will exclude any amount attributable to pre-issuance accrued interest). If a U.S. holder uses British pounds sterling or other foreign currency to purchase a note, the cost of the note will be the U.S. dollar value of the foreign currency purchase price determined at the spot rate of exchange on the date of purchase. In that case, the U.S. holder will recognise foreign currency gain or loss as ordinary income or loss in an amount equal to the difference, if any, between such U.S. holder’s tax basis in such foreign currency and the U.S. dollar value of such foreign currency on the date of purchase. A. U.S. holder’s adjusted tax basis in a note generally will equal the U.S. holder’s initial tax basis.

Gain or loss realised upon the sale, exchange, retirement, redemption or other taxable disposition of the note that is attributable to fluctuations in currency exchange rates generally will be U.S. source ordinary income or loss and generally will not be treated as interest income or expense. Gain or loss attributable to fluctuations in currency exchange rates generally will equal the difference, if any, between the U.S. dollar value of the U.S. holder’s foreign currency purchase price for the note, determined at the spot rate of exchange on the date the U.S. holder disposes of the note and the U.S. dollar value of such purchase price, determined at the spot rate of exchange on the date the U.S. holder purchased such note. In addition, upon the sale, exchange, retirement, redemption or other taxable disposition of a Note, a U.S. holder may realise exchange gain or loss attributable to amounts received with respect to accrued and unpaid stated interest, which will be treated as discussed above under “—Payment of Stated Interest”. However, upon a sale, exchange, retirement, redemption or other taxable disposition of a note, a U.S. holder will realise any foreign currency exchange gain or loss (including with respect to accrued interest) only to the extent of total gain or loss realised by such U.S. holder on such disposition.

Any gain or loss recognised upon the sale, exchange, retirement, redemption or other taxable disposition of a note in excess of the foreign currency gain or loss will be U.S. source gain or loss and generally will be capital gain or loss. Capital gains of non-corporate U.S. holders (including individuals) derived in respect of capital assets held for more than one year are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

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Exchange of Foreign Currencies A U.S. holder will have a tax basis in any British pounds sterling received as stated interest or upon the sale, exchange, retirement, redemption or other taxable disposition of a note equal to the U.S. dollar value thereof at the spot rate of exchange in effect on the date of receipt of the British pounds sterling. Any gain or loss realised by a U.S. holder on a sale or other disposition of British pounds sterling, including their exchange for U.S. dollars, will be ordinary income or loss generally not treated as interest income or expense and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

Satisfaction and Discharge If we were to obtain a discharge of the Indenture within one year of maturity or redemption date with respect to all of the notes then outstanding, as described under “Description of Notes—Satisfaction and Discharge,” such discharge would generally be deemed to constitute a taxable exchange of the notes outstanding for other property. In such case, a U.S. holder would be required to recognise capital gain or loss in connection with such deemed exchange. In addition, after such deemed exchange, a U.S. holder might also be required to recognise income from the property deemed to have been received in such exchange over the remaining life of the transaction in a manner or amount that is different than if the discharge had not occurred. U.S. holders should consult their tax advisors as to the specific consequences arising from a discharge in their particular situations.

New Additional Notes The Issuer may issue new additional notes as described under “Description of Notes.” These new additional notes, even if they are treated for non-tax purposes as part of the same series as the existing notes and the additional notes in some cases may be treated as a separate series for U.S. federal income tax purposes. In such case, the new additional notes may be considered to have original issue discount which may affect the market value of the existing notes and the additional notes if the new additional notes are not otherwise distinguishable from the existing notes and the additional notes.

Information Reporting and Backup Withholding In general, information reporting requirements will apply to payments of stated interest on the notes and to the proceeds of the sale or other disposition (including a retirement or redemption) of a note paid to a U.S. holder unless such U.S. holder is an exempt recipient, and, when required, provides evidence of such exemption. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number or a certification that it is not subject to backup withholding.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Tax Return Disclosure Requirement Treasury regulations issued under the Code meant to require the reporting to the IRS of certain tax shelter transactions cover certain transactions generally not regarded as tax shelters, including certain foreign currency transactions giving rise to losses in excess of a certain minimum amount, such as the receipt or accrual of interest or a sale, exchange, retirement or other taxable disposition of a foreign currency note or foreign currency received in respect of a foreign currency note. U.S. holders should consult their tax advisors to determine the tax return disclosure obligations, if any, with respect to an investment in the notes, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement).

Individuals that own “specified foreign financial assets” with an aggregate value in excess of certain thresholds, generally are required to file an information report with respect to such assets with their tax returns. The notes generally will constitute specified foreign financial assets subject to these reporting requirements, unless the notes are held in an account at certain financial institutions. Under certain circumstances, an entity may be treated as an individual for purposes of these rules.

U.S. holders are urged to consult their tax advisors regarding the application of the foregoing disclosure requirements to their ownership of the notes, including the significant penalties for non-compliance.

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Possible Alternative Tax Treatment of Notes Although not free from doubt, we intend to take the position that payments of interest on the notes should be treated as from sources outside the United States for U.S. federal income tax purposes. Accordingly, a beneficial owner of a note that is not a U.S. holder (a “non-U.S. holder”) should not be subject to U.S. federal income or withholding tax with respect to the notes. If the IRS were successful in asserting an alternative treatment for the notes, it is possible that all or a portion of any payment of interest on the notes could be treated as from sources within the United States for U.S. federal income tax purposes. In that case, a non-U.S. holder will be subject to U.S. federal income or withholding tax with respect to interest payments on the notes unless certain certification requirements have been fulfilled (such as providing applicable IRS W-8 Forms) and certain other conditions are met. We have not sought and will not seek any rulings from the IRS with respect to the tax treatment of the notes and there can be no assurance the IRS or a court will not take a contrary position concerning the tax treatment described in this paragraph. We currently do not intend to withhold on any payment made with respect to the notes to non-U.S. holders. However, in the event that the interest income were treated as from sources within the United States for U.S. federal income tax purpose, we or the applicable withholding agent may withhold on payments made with respect to the notes to non-U.S. holders unless the certification requirements described above are met, and we will not be required to pay any Additional Amounts with respect to amounts so withheld. Holders should consult their tax advisors regarding the possible U.S. federal income tax consequences of an investment in the notes.

Foreign Account Tax Compliance Pursuant to Sections 1471 through 1474 of the Code (provisions commonly known as “FATCA”), U.S. withholding taxes on payments on certain debt instruments and the gross proceeds from the disposition of such debt instruments may be required. Notes issued on or prior to June 30, 2014 (and in certain circumstances, issued at a later date), generally will be “grandfathered” unless materially modified after such date. For this purpose, the issue date of the notes may relate back to the issue date of the original notes for U.S. federal income tax purposes and the notes may thereby become “grandfathered”. However, if there is a significant modification of the notes for U.S. federal income tax purposes after the expiration of the grandfathering period, payments on the notes may become subject to withholding under FATCA. Non-U.S. governments have entered into agreements with the United States (and additional non-U.S. governments are expected to enter into such agreements) to implement FATCA in a manner that may alter the rules described herein. Holders should consult their tax advisors on how these rules may apply to their investment in the notes. In the event any withholding under FATCA is required with respect to any payments on the notes, we will not pay any Additional Amounts to compensate for the withheld amount.

Certain United Kingdom Tax Considerations The following applies only to the position of persons who are the absolute beneficial owners of notes. It is a summary of current United Kingdom law and published HM Revenue and Customs (“HMRC ”) practice (which may not be binding on HMRC) relating only to certain United Kingdom tax considerations. The United Kingdom tax treatment of prospective noteholders depends on their individual circumstances and may be subject to change in the future.

This description does not purport to constitute legal or tax advice and any prospective noteholders who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the United Kingdom, should consult their professional advisers.

Interest on the Notes Payment of Interest on the Notes The Issuer considers that payments of interest in respect of the notes have a U.K. source. Payments of interest on the notes may be made without withholding or deduction for or on account of United Kingdom income tax provided that the notes are and continue to be listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007. The Luxembourg Stock Exchange is a recognised stock exchange for these purposes. The notes will satisfy this requirement if they are officially listed in Luxembourg in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the Euro MTF Market in accordance with the rules of the Luxembourg Stock Exchange. Provided,

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therefore, that the notes remain so listed, interest on the notes will be payable without withholding or deduction for or on account of United Kingdom tax.

Interest on the notes may also be paid without withholding or deduction for or on account of United Kingdom income tax where interest on the notes is paid to a company that is the beneficial owner and, at the time the payment is made, the Issuer reasonably believes (and any person by or through whom interest on the notes is paid reasonably believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest, provided that HMRC has not given a direction (in circumstances where it has reasonable grounds to believe that it is likely that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax.

In other cases, an amount must generally be withheld from payments of interest on the notes on account of United Kingdom income tax at the basic rate (currently 20%). However, where an applicable double taxation treaty provides for no tax to be withheld (or for a lower rate of withholding tax in relation to a noteholder and the relevant conditions for relief under that treaty are satisfied, HMRC can issue a direction to the Issuer to pay interest to the noteholder without deduction on account of United Kingdom tax (or for interest to be paid with United Kingdom tax deducted at the rate provided for in the relevant double taxation treaty).

Any premium payable on redemption may be treated as a payment of interest for United Kingdom tax purposes and may accordingly be subject to the withholding tax treatment described above.

Payments by a Guarantor If a guarantor makes any payments in respect of interest on the notes (or in respect of other amounts due under the notes other than the repayment of amounts subscribed for such notes) such payments may be subject to United Kingdom withholding tax at the basic rate (currently 20%) subject to such relief as may be available under the provisions of any applicable double taxation treaty or any other relief which may apply. Such payments by a guarantor may not, however, be eligible for the exemptions from the obligation to withhold tax described in the paragraphs above.

Further United Kingdom Tax Issues Interest and premium on the notes may be subject to United Kingdom income tax or corporation tax by direct assessment even where paid without withholding or deduction. Accordingly, and subject to certain exceptions applying to various categories of investors (including, in particular, exceptions applying to persons not resident in the United Kingdom), investors may be subject to United Kingdom tax by direct assessment on such payments of interest and premium even when paid without withholding.

Noteholders may wish to note that, in certain circumstances, HMRC has power to obtain information (including the name and address of the beneficial owner of the interest or the amount payable on the redemption of notes, as applicable) from any person in the United Kingdom by or through whom interest is paid or credited or by or through whom amounts payable on the redemption of any notes which constitute “deeply discounted securities” (as defined in Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005) are paid or credited. The details provided to HMRC may, in certain cases, be passed on to the tax authorities of the jurisdiction in which a noteholder is resident for taxation purposes.

The references to “interest” above are to “interest” as understood for the purposes of United Kingdom tax law. They do not take into account any different definition of “interest” that may prevail under any other tax law or that may apply under the terms and conditions of the notes or any related document.

Stamp Duty and Stamp Duty Reserve Tax No United Kingdom stamp duty or stamp duty reserve tax should be payable on the issue or transfer of the notes.

Certain European Union Tax Considerations Under EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive ”), member states of the European Union (each a “ Member State ”) are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction

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to, or for the benefit of, an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Austria is instead required (unless during that period it elects otherwise) to operate a withholding system in relation to such payments (at the rate of 35%)

A number of non-EU countries, and certain dependent or associated territories of certain Member States, have adopted similar measures (either provision of information or transitional withholding).

The Council of the European Union has also adopted Council Directive 2011/16/EU on administrative cooperation in the field of taxation (as amended by Council Directive 2014/107/EU) (the “ Administrative Cooperation Directive ”). The new regime under the Administrative Cooperation Directive is aligned with the single global Standard for Automatic Exchange of Financial Account Information in Tax Matters developed and released by the Organisation for Economic Co-operation and Development in July 2014. The Administrative Cooperation Directive is generally broader in scope than the Savings Directive, although it does not impose withholding taxes.

In order to avoid overlap between the Savings Directive and the Administrative Cooperation Directive, on November 10, 2015 the Council of the European Union adopted Council Directive 2015/2060/EU repealing the Savings Directive from January 1, 2017 in the case of Austria and from January 1, 2016 in the case of all other Member States.

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NOTICE TO INVESTORS

You are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of any of the notes offered hereby.

The notes and the guarantees have not been registered under the Securities Act or any securities laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other securities laws. Accordingly, the additional notes are being offered and sold only to QIBs, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. The indenture permits transfers of notes to “accredited investors” (as defined in Regulation D promulgated under the Securities Act), among others, subject to compliance with applicable law. As used herein, the terms “United States” and “U.S. person” have the meanings given to them in Regulation S under the Securities Act. Because of these restrictions and others described herein, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the notes offered hereby.

Each purchaser of notes, by its acceptance thereof, will be deemed to have acknowledged, represented and warranted to, and agreed with, us as follows:

(1) If the purchaser is not a United States person as defined in Section 7701(a)(30) of the Code,

(a) it qualifies for an exemption from U.S. federal withholding tax with respect to payments of interest pursuant to an applicable income tax treaty to which the United States is a party; or

(b) it does not, actually or constructively, own 10% or more of our capital or profits interests within the meaning of Section 871(h)(3) of the Code; (b) is not a controlled foreign corporation related to us through actual or constructive stock ownership for U.S. federal income tax purposes; and (c) is not a bank.

(2) It understands and acknowledges that the notes and the guarantees have not been registered under the Securities Act or any other applicable securities law, are being offered for resale in transactions not requiring registration under the Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities law or pursuant to an exemption therefrom and, in each case, in compliance with the conditions for transfer set forth in paragraph (4) below.

(3) It is not an “affiliate” (as defined in Rule 144 under the Securities Act) of us or acting on our behalf and it is a QIB and aware that any sale of notes to it will be made in reliance on Rule 144A under the Securities Act and such acquisition will be for its own account or for the account of another QIB;

(4) It acknowledges that neither we, nor any guarantor, nor any person representing us, the guarantors, has made any representations to it with respect to us or this offering or sale of any notes, other than in this listing memorandum, which has been delivered to it and upon which it is relying in making its investment decision with respect to the notes.

(5) It is purchasing the notes for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell such notes pursuant to Rule 144A, Regulation S under the Securities Act or any other exemption from registration available under the Securities Act. It agrees on its own behalf and on behalf of any investor account for which it is purchasing the notes, and each subsequent holder of the notes, by its acceptance thereof will agree, to offer, sell or otherwise transfer such notes prior to (x) the date which is one year (in the case of Rule 144 Notes) after the later of the date of the original issue of the notes and the last date on which the issuer or

123

any of its affiliates was the owner of such Notes (or any predecessor thereto) or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”) only (a) to us or any of our subsidiaries, (b) for so long as the notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a QIB that purchases for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A under the Securities Act, (c) pursuant to a registration statement that has been declared effective under the Securities Act or (d) pursuant to any other available exemption from the registration requirements of the Securities Act, subject, in each of the foregoing cases, to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and, in each case, in compliance with applicable securities laws of any U.S. state or any other applicable jurisdiction.

Each purchaser will, and each subsequent holder of notes is required to, notify any subsequent purchaser of notes from it of the resale restrictions set forth in the immediately preceding paragraph. We are not making any representations as to the availability of the exemption provided by Rule 144 for resale of the notes.

The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Each purchaser acknowledges that we and the trustee, as the case may be, reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date pursuant to clause (c), or (e) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to us and the trustee, as the case may be. Each purchaser acknowledges that each note will contain a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE (X) THE DATE WHICH IS, IN THE CASE OF RULE 144A NOTES, ONE YEAR AND IN THE CASE OF REGULATION S NOTES, 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS MADE (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER

124

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR THE INITIAL PURCHASER’S OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

(6) It acknowledges that we and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements. If it is acquiring any of the notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations, warranties and agreements on behalf of each such investor account.

(7) It confirms that neither us nor any person acting on our behalf has offered to sell the notes by, and that it has not been made aware of this offering of the notes by, any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio.

(8) It acknowledges that the trustee will not be required to accept for registration of transfer any notes acquired by it, except upon presentation of evidence satisfactory to us and the trustee that the restrictions set forth in this notice section have been complied with.

(9) It agrees that it will give to each person to whom it transfers notes notice of any restrictions on transfer of such notes.

(10) It acknowledges that until 40 days after the commencement of the relevant Offering, any offer or sale of the relevant Notes within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the Securities Act.

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PLAN OF DISTRIBUTION

Pursuant to the purchase agreement dated December 10, 2015, we sold to the Note Purchasers the entire principal amount of the additional notes offered by this listing memorandum.

The notes were offered and sold to the Note Purchasers pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The additional notes were sold at the price indicated on the cover page of this listing memorandum.

Transfer Restrictions & Liquidity

This offering of the additional notes has not been registered under the Securities Act or qualified for sale under the securities laws of any U.S. state or any jurisdiction outside the United States. Accordingly, the additional notes will be subject to significant restrictions on resale and transfer as described under “Notice to Investors.” The additional notes will form part of the same series of securities as the existing notes which are listed on the Official List of the Luxembourg Stock Exchange and trade on the Luxembourg Stock Exchange’s Euro MTF Market. Application has been made to list the additional notes on the Official List of the Luxembourg Stock Exchange and to have the additional notes trade on the Luxembourg Stock Exchange’s Euro MTF Market. The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. No assurance can be given that a liquid trading market will develop for the additional notes, that you will be able to sell any of the additional notes held by you at a particular time or that the prices that you receive when you sell will be favourable. Each purchaser of the additional notes, by its purchase of the additional notes, will be deemed to have made certain acknowledgements, representations, warranties and agreements as set forth under “Notice to Investors.”

126

LISTING AND GENERAL INFORMATION

Listing Information

Application has been made to list the additional notes on the Official List of the Luxembourg Stock Exchange and for the admission of the additional notes to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

So long as any notes are listed on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the Euro MTF Market and the rules and regulations of the Luxembourg Stock Exchange so require, the issuer will publish notices (including financial notices) in a leading newspaper having a general circulation in Luxembourg (which is currently expected to be the Luxemburger Wort ) or on the official website of the Luxembourg Stock Exchange ( www.bourse.lu ).

So long as any notes are listed on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the Euro MTF Market and the rules and regulations of the Luxembourg Stock Exchange require, copies of the following documents may be inspected and obtained free of charge at the specified office of the Luxembourg paying agent (Société Générale Bank & Trust, 28-32 Place de la gare, L-1616 Luxembourg) during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted):

(a) the organisational documents of the issuer and the guarantors;

(b) the consolidated financial statements included in this listing memorandum;

(d) the indenture relating to the notes (which includes the form of the notes);

(e) the security documents, which create the security interests to the holders of the notes as described in this listing memorandum; and

(f) the intercreditor agreement.

The issuer has appointed Société Générale Bank & Trust Luxembourg as initial paying agent, initial registrar and initial transfer agent. The issuer reserves the right to change these appointments in accordance with the terms of the indenture and will publish a notice of such change of appointment in a newspaper having a general circulation in Luxembourg (which is currently expected to be the Luxemburger Wort ) or, to the extent and in the manner permitted by the rules and regulations of the Luxembourg Stock Exchange, on the official website of the Luxembourg Stock Exchange ( www.bourse.lu ). Application may also be made to the Euro MTF Market to have the notes removed from listing on the Euro MTF Market, including if necessary to avoid any new withholding taxes in connection with the listing.

The issuer accepts responsibility for the information contained in this listing memorandum. The issuer declares that, to the best of its knowledge, except as otherwise noted, the information contained in this listing memorandum is in accordance with the facts and does not omit anything likely to affect the import of this listing memorandum. This listing memorandum may only be used for the purposes for which it has been published.

Except as disclosed in this listing memorandum, neither the issuer nor the guarantors has been involved in any governmental, regulatory, legal or arbitration proceeding relating to claims or amounts that are material and may have or have had during the 12 months preceding the date of this listing memorandum, a significant effect on the financial condition of the issuer or each guarantor and, so far as either the issuer or the guarantors is aware, no such litigation or arbitration pending or threatened.

As at the date of this listing memorandum, the most recent audited consolidated financial statements available for Soho House & Co Limited were as of and for the 52-week period ended December 28, 2014. See “Presentation of Financial Information.” Except as disclosed in this listing memorandum, there has been no material adverse change in the financial condition of Soho House & Co Limited since December 28, 2014 or the issuer since its date of incorporation.

127

Clearing Information

The additional notes sold pursuant to Rule 144A have been accepted for clearance through the facilities of Clearstream and Euroclear under common code 097 284 962. The international securities identification number (“ISIN”) for the additional notes sold pursuant to Rule 144A is XS0972849623.

Legal Information

The Issuer

The issuer is Soho House Bond Limited, a private limited company incorporated under the laws of Jersey with registration number 112133, and is wholly owned by Soho House & Co Limited. Its registered office is located at Ogier House, The Esplanade, St. Helier, Jersey, JE4 9WG, and its telephone number at that address is +44 1534 504000.

The issuer was formed on December 21, 2012.

The issuer has obtained all necessary consents, approvals and authorisations in the jurisdiction of its incorporation in connection with the issuance and performance of the additional notes. The creation and issuance of the additional notes was authorised by the issuer’s board of directors on December 10, 2015.

Guarantors

The following table lists the guarantors, along with their date of incorporation or formation, address of registered office, company or business number and primary activities. Each guarantor has obtained all necessary consents, approvals and authorisations in the jurisdiction of its incorporation in connection with the guarantees provided for the offering.

Date of Incorporation, Amalgamation or Address of Company/Business Name Formation Registered Office Number Primary Activities Soho House & Co Limited ..... 9 December 2011 Ogier House, The 109634 Holding Esplanade, St company Helier, Jersey JE4 9WG BN MidCo Limited ...... 9 December 2011 Ogier House, The 109633 Holding Esplanade, St company Helier, Jersey JE4 9WG BN AcquireCo Limited ...... 9 December 2011 Ogier House, The 109632 Holding Esplanade, St company Helier, Jersey JE4 9WG Abertarff Limited ...... 25 January 2007 Ogier House, The 95783 Holding Esplanade, St company Helier, Jersey JE4 9WG SHG Acquisition (UK) 10 October 2007 72 -74 Dean 06395943 Investment Limited ...... Street, London, holding company W1D 3SG, UK Soho House Limited ...... December 1996 72 -74 Dean 03288116 Intermediate Street, London, holding company W1D 3SG, UK Soho House UK Limited ...... 20 October 1993 72 -74 Dean 02864389 Operation of a Street, London, cinema; private W1D 3SG, UK members’ club and restaurants Cowshed Produc ts Limited .... 1 November 72 -74 Dean 03869426 Sale of beauty 1999 Street, London, products and W1D 3SG, UK operation of shops

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Date of Incorporation, Amalgamation or Address of Company/Business Name Formation Registered Office Number Primary Activities Soho House Properties 8 March 2010 72 -74 Dean 07181524 Property Limited ...... Street, London, investment and W1D 3SG, UK management Soho House U.S. Corp ...... 22 March 2002 The Corporation N/A Holding Trust Company, Company 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 USA US AcquireCo Inc ...... 9 December 2011 The Corporation N/A Holding Trust Company, Company 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 USA Soho House West Hollywood 9 May 2007 2711 Centerville N/A Private members’ LLC...... Road, Suite 400 club Wilmington Delaware 19808 USA Soho House LLC ...... 22 March 2002 The Corporation N/A Holding Trust Company, Company 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 USA Soho House New York LLC .. 11 April 2003 29 -35 Ninth N/A Hotel; private Avenue New members’ club York NY 10011 USA Soho House Berlin GmbH ..... 14 November Torstraße 1, HRB 110858 B Operation of 2007 10119 Berlin restaurants, Germany cinemas, fitness clubs, private members’ clubs and bars

LEGAL MATTERS

The validity of the notes and legal matters of U.S. federal, New York state and English law in connection with this offering will be passed upon for us by Latham & Watkins LLP of 99 Bishopsgate, London EC2M 3XF, United Kingdom. Certain legal matters with respect to the notes will be passed upon for the Note Purchasers by White & Case LLP of 5 Old Broad Street, London EC2N 1DW, United Kingdom, counsel to the Note Purchasers.

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INDEPENDENT AUDITORS

The consolidated financial statements of Soho House Group ( formerly BN TopCo Limited) as of December 28, 2014 and for the 52-week period then ended have been audited by BDO LLP, independent chartered accountants of 55 Baker Street, London, W1U 7EU, United Kingdom, as stated in their report appearing in this listing memorandum.

The consolidated financial statements of Soho House Group as of December 29, 2013 and for the 52-week period then ended have been audited by BDO LLP, as stated in their report appearing in this listing memorandum.

BDO LLP have been the independent auditors for Soho House Group since December 9, 2011, the date of its incorporation.

AVAILABLE INFORMATION

We are not currently subject to the periodic reporting requirements of the Exchange Act. However, so long as we are not subject to the periodic reporting and other informational requirements of Sections 13 or 15(d) of the Exchange Act at any time while the notes are “restricted securities” within the meaning of the U.S. Securities Act, upon request, we will make available to any holder and any prospective purchaser of notes the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act to permit compliance with Rule 144A in connection with resales of such notes. Any such request should be directed to: 44 Esplanade St Helier Jersey JE4 9WG. Our telephone number at that address is +44 (0) 1534 504000.

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SEPTEMBER 2015 QUARTERLY REPORT

REPORT TO HOLDERS AND INDENTURE TRUSTEE OF THE

£145,000,000 PRINCIPAL AMOUNT OF

9⅛% SENIOR SECURED NOTES DUE 2018 OF SOHO HOUSE BOND LIMITED

FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS PREPARED IN ACCORDANCE WITH THE REQUIREMENTS OF UK GAAP

SOHO HOUSE BOND LIMITED

Jersey 112133

Correspondence address: 72-74 Dean Street, London W1D 3SG

F-1

Table of Contents

Important Information Regarding This Report ...... F-3

Consolidated profit and loss account for the 39 week periods ended 27 September 2015 and 28 September 2014 (unaudited) ...... F-5

Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... F-24

F-2

IMPORTANT INFORMATION REGARDING THIS REPORT

Readers should consider the following information as they review this Report.

Explanatory Note

This Report (“Report”) to the Trustee and the holders of the £145,000,000 aggregate principal amount of 9 ⅛% Senior Secured Notes due 2018 (the “Senior Secured Notes”) of Soho House Bond Limited. (“Soho House” and the “Issuers”) provides financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations that have been prepared in all material respects in accordance with UK GAAP.

Document Summaries

Statements contained in this Report referring to documents and agreements are subject to, or qualified in their entirety by reference to the definitive agreements. Copies of the documents and agreements will be made available without charge to you by making a written or oral request to us.

Basis of Preparation of Financial Statements

Unless otherwise indicated, the financial information presented in this Report has been prepared in accordance with generally accepted accounting practices in the U.K. (“U.K. GAAP”).

These consolidated interim financial statements are unaudited and include supplementary disclosures on the profit and loss account, balance sheet and other financial information. They should be read in conjunction with the audited consolidated financial statements of Soho House & Co Limited for 2014, for which the same accounting policies and critical accounting estimates have been applied.

Our consolidated results are reported according to U.K. GAAP. Monthly management accounts are prepared locally in each region in accordance with group accounting policies and consolidated at our head office in the U.K.

Other Items

This Report has been prepared by the Issuers. Unless otherwise indicated or the context otherwise requires, in this Report all references to the “Company,” “we,” “our” and “us” refer to Soho House & Co Limited and Soho House Bond Limited and its subsidiaries, on a consolidated basis.

F-3

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Report. When used in this Report, the words "estimates," "expects," "anticipates," "projects," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "could," "would," "should," and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements, including without limitation, management's examination of historical operating trends, are based on our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, management's expectations, beliefs and projections may not result or be achieved. There are a number of risks and uncertainties that could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in this Report. Important factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in this Report are set forth elsewhere in this Report. As stated elsewhere in this Report, these risks, uncertainties and other important factors include, among others:

• our ability to compete effectively in a highly-competitive industry;

• catastrophic events that may disrupt our business;

• our ability to retain customers;

• concentration of our business in certain markets;

• our ability to manage relationships with third-party providers, including telecommunication providers and broadband service providers;

• our ability to obtain or maintain necessary governmental licenses and comply with applicable laws and regulations;

• changes in governmental regulation of communication monitoring;

• our reliance on network and information systems and other technologies and our ability to manage distributions caused by cyber attacks, failure or destruction of our networks, systems, technologies or properties;

• macroeconomic factors;

• economic, credit, financial or other risks affecting our customers and their ability to pay us;

• the uncertainty of our future operating results;

• our ability to attract, train and retain an effective sales force;

• our reliance on third party component providers and the risk associated with any failure or interruption in products or services provided by these third parties;

• our reliance on third party software and service providers, and;

• the loss of our senior management.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this Report.

F-4

SOHO HOUSE GROUP LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE 39 WEEK PERIODS ENDED 27 SEPTEMBER 2015 AND 28 SEPTEMBER 2014 (UNAUDITED)

13 weeks 13 weeks 39 weeks 39 weeks ended ended ended ended 27 September 28 September 27 September 28 September 2015 2014 2015 2014 (unaudited) (unaudited) (unaudited) (unaudited) Note £'000 £'000 £'000 £'000

Turnover – Core (1) 53,182 45,795 160,746 132,829

Turnover – Non Core (1) 18,231 4,456 46,409 9,900 Turnover 71,413 50,251 207,155 142,729 Cost of sales 27,629 12,760 75,512 34,432 Gross Profit 43,784 37,491 131,643 108,297

43,576 Gross Profit - Core(1) 37,149 131,148 107,529 Administrative expenses 52,269 40,430 144,121 113,575

Adjusted EBITDA * 5,296 5,651 17,775 16,494 Foreign exchange 184 (7) (48) 60 Depreciation and amortisation (6,904) (6,395) (20,783) (19,151) New site development costs (6,458) (2,184) (7,477) (2,644) Other exceptional items (365) (4) (1,128) (37)

(236) (817) Share of Adjusted EBITDA relating to joint ventures - -

Group operating loss (8,483) (2,939) (12,478) (5,278) Share of Joint Venture operating profit / (loss) (6) (35) 196 (96)

150 14,612 Profit on disposal of fixed asset investments - - Loss on ordinary activities before interest and (8,339) (2,974) 2,330 (5,374) other income Interest receivable and similar income 49 3 49 8 Interest payable and similar charges 2 (4,988) (4,922) (15,439) (13,345) Loss on ordinary activities before taxation (13,278) (7,893) (13,060) (18,711)

- 1 (3) Taxation - Loss on ordinary activities after taxation (13,280) (7,892) (13,062) (18,714) Minority interest 10 14 21 19 Loss for the financial period 12,13 (13,268) (7,878) (13,039) (18,695)

Gross Margin – Core (1) 81.9% 81.1% 81.6% 81.0% Adjusted EBITDA margin – Core (1) 10.0% 12.3% 11.1% 12.4%

(1) In measuring and monitoring our operating results, management manages core operations separate from its non-core operations of In House Build and Design, as management considers that these businesses have different revenue and margin profiles from our core hospitality business which make up our core operations

* Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, foreign exchange, new site development costs, other exceptional items and including share of joint venture EBITDA.

F-5

SOHO HOUSE GROUP LIMITED

Consolidated balance sheets

27 September 27 September 28 December 28 December 2015 2015 2014 2014 (unaudited) (unaudited) (audited) (audited) Note £'000 £'000 £'000 £'000

Fixed assets Intangible assets 5 125,921 131,292 Tangible assets 193,193 185,658 Investments in joint ventures - share of gross assets 23,885 15,315 - share of gross liabilities (10,390) (4,745) - loans to joint ventures 2,565 1,248 16,060 11,818

335,174 328,768 Current assets Stocks 6 10,611 7,360 Debtors - due within one year 7 30,697 19,764 Debtors - due after more than one year 7 4,267 4,621

Total debtors 34,964 24,385 Cash at bank and in hand 8 1,916 8,815

47,491 40,560

Creditors: amounts falling due within one year 9 83,825 59,725

Net current liabilities (36,334) (19,165)

Total assets less current liabilities 298,840 309,603

Creditors: amounts falling due after more than 10 213,912 210,877 one year

Capital and reserves Called up share capital 11 166,585 166,585 Capital contribution reserve 12 4,684 4,684 Profit and loss account 12 (86,224) (72,447)

Shareholders' funds 13 85,045 98,822

Minority interest (117) (96)

298,840 309,603

F-6

F-7

SOHO HOUSE GROUP LIMITED Consolidated cashflow statement for the periods ended 27 September 2015 and 28 September 2014

39 weeks ended 39 weeks ended

27 September 2015 28 September 2014

(unaudited) (unaudited)

Note £'000 £'000

Net cash inflow from operating activities 14 3,979 1,516

Returns on investments and servicing of finance

Interest received - 8

Interest paid: bank and other loans (10,434) (7,258)

Net cash outflow from returns on investments and servicing of finance (10,434) (7,250)

Taxation - (3)

Capital expenditure and financial investment

Purchase of intangible fixed assets (543) (90)

Purchase of tangible fixed assets (30,815) (61,950)

Sale of tangible fixed assets 3,498 Transfers to restricted cash 16 (890) (1,639)

Net cash outflow from capital expenditure and financial investment (28,750) (63,679)

Cash outflow before acquisitions and disposals and use of financing (35,205) (69,416)

Acquisitions and disposals

Net proceeds from sale of fixed asset investments 4 16,437 - Investment in joint ventures (1,317) (6,593)

15,120 (6,593)

Cash outflow before use of financing - carried forward (20,085) (76,009)

F-8

SOHO HOUSE GROUP LIMITED

Consolidated cashflow statement for the periods ended 27 September 2015 and 28 September 2014 ( continued )

39 weeks ended 39 weeks ended

27 September 2015 28 September 2014

(unaudited) (unaudited) £'000 £'000

Cash outflow before use of financing - brought forward (20,085) (76,009)

Financing

Senior Secured Notes due 2018 - 31,425

Senior Secured Notes due 2018 - issue costs - (2,596)

Bank loans drawn down / (repaid) 12,936 (3,655)

Term loan drawn - 49,102

Term loan - issue costs - (1,691)

Bank loans drawn down / repaid -

Other loans - repaid (150) (140) Shareholder loan notes - -

Repayment of finance leases (95) -

Capital contribution - -

Net cash inflow from financing 12,691 72,445

Decrease in cash 8, 16 (7,394) (3,564)

F-9

SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements

1. Accounting policies

The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards, being those aspects of UK GAAP applicable to the contents of these quarterly financial statements.

The following principal accounting policies have been applied:

Basis of consolidation

The accompanying unaudited consolidated financial statements incorporate the results of Soho House Group Limited and all of its subsidiary undertakings for the 39 week period ended 27 September 2015 and the balance sheet at 27 September 2015 using the acquisition method of accounting. The results of subsidiary undertakings are included from the date of acquisition.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the period ended 28 December 2014. These unaudited quarterly statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the periods presented. The results for the quarterly periods may not be indicative of a full year’s results.

Turnover

The group's revenues are derived from food and beverage and related services provided to customers, membership income, sale of hotel rooms and related services provided to hotel customers, sale and distribution of beauty products and construction and project management services and sponsorship income.

Food and beverage

Revenue is recognised when the amounts are earned and can reasonably be estimated. These revenues are recorded net of value added tax collected from customers and are recognised as the related services are delivered.

Hotel rooms

Hotel revenue is recognised when the rooms are occupied and the services are performed. Deferred revenue consisting of deposits paid in advance is recognised as revenue when the customer occupies the room.

Membership income

Membership income is paid in advance and is deferred and recognised on a monthly basis over the membership period. Joining fees relate to administration fees and therefore are recognised as revenue on commencement of membership.

Sale of beauty products and services

Retail stores record revenue at the point of sale. This revenue is recorded net of value added tax. Sales made online include shipping revenue and are recognised upon delivery to the customer. Sales of gift vouchers are treated as future liabilities, and revenue is recognised when the gift vouchers are redeemed against a later transaction.

Construction and project management

Profit on construction contracts is recognised by reference to the stage of completion, once the final outcome can be assessed with reasonable certainty. Full provision is made for all known or expected losses on individual contracts once such losses are foreseen.

F-10

Sponsorship income

Sponsorship income is recognised when the event being sponsored takes place.

Intangible assets - goodwill

Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the profit and loss account over the directors' estimate of its useful economic life which is 20 years. Impairment tests on the carrying value of goodwill are undertaken:

• at the end of the first full financial year following acquisition;

• in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Impairment of fixed assets and goodwill

The need for any fixed asset impairment write down is assessed by comparison of the carrying value of the asset against the higher of realisable value and value in use.

Intangible assets - trademarks

Trademarks are initially recognised in the balance sheet at cost. The trademarks are amortised over their estimated useful lives which is 10 years.

Tangible fixed assets and depreciation

Depreciation is provided to write off the cost of all tangible fixed assets by equal instalments over their expected useful lives. It is calculated at the following rates:

Freehold property - between 50 -100 years Short leasehold property - over period of lease on straight line basis Motor vehicles - 4 years straight line Furniture and equipment - 4-5 years straight line Office equipment - 2-4 years straight line

Assets under construction are stated at cost with no provision for depreciation until the asset comes into use.

Investments

Fixed asset investments are stated at cost less provisions for diminution in value.

Leased assets

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease.

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate.

Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the profit and loss account over the shorter of estimated useful economic life and the period of the lease.

Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the profit and loss account over the period of the lease and is calculated so that it

F-11

represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts payable to the lessor.

Pension costs

Contributions to the group's defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable.

Finance costs

Finance costs are charged to profit over the term of the debt so that the amount charged is at a constant rate on the carrying amount. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument.

Exceptional items

Exceptional items are non-recurring material items which are outside the normal scope of the Group’s ordinary activities. These items, in the Directors’ view, are required to be separately disclosed by virtue of their nature or incidence to enable a full understanding of the Group’s financial performance. Details of these items are provided in Note 3.

Foreign currency

Foreign currency transactions of individual companies are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. Any differences are taken to the profit and loss account.

The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into sterling at the rates of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings are taken to reserves.

All other differences are taken to the profit and loss account with the exception of differences on foreign currency borrowings used to finance or provide a hedge against foreign equity investments, which are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.

Joint ventures

An entity is treated as a joint venture where the group holds a long term interest and shares control under a contractual agreement.

In the group accounts, interests in joint ventures are accounted for using the gross equity method of accounting. The consolidated profit and loss account indicates the group's share of the joint venture's turnover and includes the group's share of the operating results, interest, pre tax results and attributable taxation of such undertakings based on audited financial statements. In the consolidated balance sheet, the group's share of the identifiable gross assets (including any unamortised premium paid on acquisition) and its share of the gross liabilities attributable to its joint ventures are shown separately.

Where loans to Joint Ventures form part of the long-term funding for the Joint Venture, the loan is included within the carrying value of the Joint Venture in fixed asset investments, but separately disclosed.

The premium on acquisition is dealt with under the goodwill policy.

Long term contracts

Contract work in progress is valued at total cost incurred plus attributable profits less foreseeable losses and applicable payments on account. Profit on long term contracts is taken as the work is carried out once the final outcome of the project can be assessed with reasonable certainty. Provision is made for losses on contracts in the year in which they are foreseen. Total cost includes direct cost and allocated overheads. The resultant

F-12

balance on individual contracts is included under debtors as "amounts recoverable on contracts", under creditors as "payments received on account" or under creditors as "accruals for foreseeable losses".

Capital contributions

Voluntary shareholder capital contributions to the group are not credited to the group's profit and loss account, but are credited to a special reserve (“Capital Contribution Reserve”).

Financial Instruments

Short term debtors and creditors are not treated as financial assets or financial liabilities. The group does not hold or issue derivative financial instruments for trading purposes.

New site development costs

New site development costs include costs associated with the acquisition, opening, conversion and initial set up of new and converted sites including rent, overhead expenses, pre-opening marketing and incremental wages to support the ‘‘ramp-up’’ period of time to support the site in the initial period following opening.

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

2. Interest payable and similar charges 39 weeks 39 weeks ended ended 27 September 2015 28 September 2014 (unaudited) (unaudited) £'000 £'000

Bank loans and overdrafts 13,693 11,388 Amortisation of loan arrangement & non utilisation fees 1,746 1,957

15,439 13,345

3. Other exceptional items

The group incurred the following non-recurring other exceptional costs during the periods:

39 weeks 39 weeks

ended ended

27 September 2015 28 September 2014

(unaudited) (unaudited)

£'000 £'000

Legal costs in relation to employment matters 210 - Severance and contract termination costs 842 37 Other 76 -

1,128 37

4. Profit on disposal of fixed asset investments

The profit on disposal in the 26 weeks ended 28 June 2015 relates to the disposal, on 20 March 2015, of the Group's 50% stake in the Pizza East, Chicken Shop and Dirty Burger casual dining restaurant brands and Motel Buckland to a private investor for a consideration of £16.5m. The sale agreement relates to the four existing brands in all territories, excluding the Americas.

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

5. Intangible fixed assets Trademarks Goodwill Total £'000 £'000 £'000

Cost At 29 December 2014 1,577 152,934 154,511 Additions 447 101 548 Disposal of subsidiary (62) - (62)

At 27 September 2015 1,962 153,035 154,997

Amortisation At 29 December 2014 309 22,916 23,225 Provided for the period 121 5,735 5,856 Disposal of subsidiary (5) - (5)

At 27 September 2015 425 28,651 29,076

Net Book Value At 27 September 2015 1,537 124,384 125,921

At 28 December 2014 1,268 130,018 131,286

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

6. Stocks 27 September 2015 28 December 2014 (unaudited) (audited) £'000 £'000

Finished goods and goods for resale 5,812 2,580 Consumables 4,799 4,780

10,611 7,360

There is no material difference between the replacement cost of stocks and the amounts stated above.

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

7. Debtors 27 September 2015 28 December 2014 (unaudited) (audited) £'000 £'000 Amounts receivable within one year:

Trade debtors 5,783 5,720 Amounts due from joint venture 1,187 413 Corporation tax recoverable 4 4 Other debtors 12,895 6,223 Prepayments and accrued income 8,046 6,567 Amounts recoverable on contracts 2,782 837

30,697 19,764

Amounts receivable after more than one year: Other debtors 2,034 1,877 Deferred tax 2,233 2,744

4,267 4,621

Total debtors 34,964 24,385

Other debtors relate to rent deposits. The deferred tax asset relates to depreciation in excess of capital allowances.

8. Cash at bank and in hand

Cash at bank includes restricted cash of £4,827,000 (28 December 2014 - £3,961,000) in connection with the Group’s bank loan secured against our freehold property interests in Miami and the trade and assets associated with the Miami operations.

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

9. Creditors: amounts falling due within one year 27 September 2015 28 December 2014 (unaudited) (audited) £'000 £'000

Bank loans (secured) 22,069 8,930 Other loans 150 151 Trade creditors 17,796 14,840 Taxation and social security costs 3,897 5,359 Obligations under finance lease & hire purchase contracts 937 17 Other creditors 8,922 9,125 Accruals and deferred income 30,054 21,303

83,825 59,725

10. Creditors: amounts falling due af ter more than one year

27 September 2015 28 December 2014 (unaudited) (audited) £'000 £'000

Shareholder loan notes 18,500 18,500 Bank loans (secured) 41,543 41,563 Preference shares (secured) 9,554 9,615 Senior Secured Notes due 2018 139,875 138,633 Obligations under finance lease and hire purchase contracts 2,017 - Other loans 2,423 2,566

213,912 210,877

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

10. Creditors: amounts falling due after more than one year (continued) Maturity of Debt: Senior Preference Finance Shareholder Secured Other 27 September 2015 (unaudited) Bank Loans Total shares Leases loan notes Notes due Loans 2018 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Maturity of Debt:

In one year or less, or on demand 22,069 - 937 - - 150 23,156

In more than one year but not more than two years - - 937 - - 150 1,087 In more than two years but not more than five years 41,543 9,554 1,080 - 139,875 2,273 194,325 In more than five years - - - 18,500 - - 18,500

41,543 9,554 2,017 18,500 139,875 2,423 213,912

Senior Preference Finance Shareholder Secured Other 28 December 2014 (audited) Bank Loans Total shares Leases loan notes Notes due Loans 2018 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Maturity of Debt:

In one year or less, or on demand 8,930 - 17 - - 151 9,098

In more than one year but not more than two years - - - - - 151 151 In more than two years but not more than five years 41,563 9,615 - - 138,633 2,415 192,226 In more than five years - - - 18,500 - - 18,500

41,563 9,615 - 18,500 138,633 2,566 210,877

F-19

SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

10. Creditors: amounts falling due after more than one year (continued)

Bank loans within one year are net of unamortised finance costs of £902,000 (28 December 2014 - £1,127,000).

Bank loans due after more than one year are net of unamortised finance costs of £1,132,000 (28 December 2014 - £1,387,000).

Senior Secured Notes Due 2018 are net of unamortised finance costs of £5,124,000 (28 December 2014 - £6,367,000).

Other loans are net of unamortised finance costs of £57,000 (28 December 2014 - £81,000).

11. Share Capital 27 September 2015 28 December 2014 (unaudited) (audited) £'000 £'000

Allotted, called up and fully paid 166,585,263 'A' ordinary shares of £1 each 166,585 166,585 4,469,417 'B' ordinary shares of £0.0001 each - -

166,585 166,585

B' ordinary shares have no voting rights. 'B' ordinary shareholders are entitled to income rights in proportion to the 'A' or dinary shareholders based on number of shares held only after £165,000,000 has been returned to the holders of 'A' ordinary shares.

12. Reserves Capital Profit Contribution and loss Reserve account £'000 £'000

At 29 December 2014 4,684 ( 72,447) Exchange translation differences on consolidation - ( 738) Loss for the period - ( 13,039)

At 27 September 2015 4,684 ( 86,224)

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

13. Reconciliation of movement in shareholders' funds

39 weeks ended 52 weeks ended 27 September 2015 28 December 2014 (unaudited) (audited) £'000 £'000

Loss for the period ( 13,039) ( 28,425) Other net recognised gains and losses relating to the period - Exchange translation differences on consolidation ( 738) 2,182

Net deductions from shareholders' funds ( 13,777) ( 26,243)

Opening shareholders' funds 98,822 125,065

Closing shareholders' funds 85,045 98,822

14. Reconciliation of operating loss to net cash inflow from operating activities

39 weeks ended 39 weeks ended 27 September 2015 28 September 2014 (unaudited) (unaudited) £'000 £'000

Operating loss ( 12,478) ( 5,278) Amortisation of intangible fixed assets 5,856 5,827 Depreciation of tangible fixed assets 14,928 13,323 Increase in working capital ( 4,327) ( 12,356)

Net cash inflow from operating activities 3,979 1,516

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

15. Reconciliation of net cash flow to movement in net debt

39 weeks ended 39 weeks ended 27 September 2015 28 September 2014 (unaudited) (unaudited) £'000 £'000

(Decrease) / Increase in cash (7,394) 2,195 Cash inflow from changes in debt (12,786) (72,445) Cash outflow from repayment of finance leases 95 45

Movement in net debt resulting from cash flows (20,085) (70,205)

Cash disposed of with subsidiary undertakings (Note 4) (394) - Other non cash changes (Note 16) (4,402) (673) Increase in restricted cash (Note 16) 890 1,559

Movement in net debt (23,991) (69,319) Opening net debt (211,160) (120,280)

Closing net debt (235,151) (189,599)

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SOHO HOUSE GROUP LIMITED

Notes to unaudited consolidated financial statements (continued)

16. Analysis of net debt Restricted Non -cash At Disposal Cash flow At cash items 29 December 27 September

2014 2015 £'000 £'000 £'000 £'000 £'000 £'000

Cash at bank and in hand 8,815 (394) (7,394) 890 - 1,917 ______

8,815 (394) (7,394) 890 - 1,917 ______

Debt due within one year (9,081) - (12,786) - (352) ( 22,219) Debt due after one year (210,877) - - - (1,018) ( 211,895) Finance leases (17) - 95 - (3,032) ( 2,954) ______

(219,975) - (12,691) - (4,402) (237,068) ______

Total (211,160) (394) (20,085) 890 (4,402) (235,151) ______

Non -cash items above relate to the amortisation of the prepaid loan arrangement fees - £1,739,000, foreign exchange effects on overseas denominated loan balances - £ (369,000) and inception of finance leases - £3,032,000.

F-23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains forward looking statements that are based on our management’s current expectations, estimates and projections about our business and operations and are subject to a number of risks and uncertainties. Our actual results may differ from the results referred to in the forward looking statements, and such differences may be material.

Overview

We are a fully integrated hospitality company that operates exclusive, private members clubs (“Houses”) as well as hotels, restaurants and spas across major metropolitan cities including London, New York, Los Angeles, Miami, Chicago, Toronto, Berlin and Istanbul. We were founded in London in 1995 with a vision to create an exclusive social gathering place for like-minded people in the film, media and creative industries to interweave their social and professional networks, entertain and/or host private functions such as meetings, special events and film screenings. We have since grown to be what we believe is the largest global hospitality membership in the world that primarily serves the creative industries and is comprised of a substantial, loyal and longstanding membership base. Compared to traditional public clubs and branded hotels, our properties provide members and guests with a special membership experience complemented by highly personalized customer service. Our focus is to create comfortable, generous spaces combining interesting architecture and tasteful, relaxed furnishings that elicit a home away from home atmosphere for our members along with the assurance of utmost privacy. As a result, we have built and maintained an exclusive membership, which often includes A-list celebrity clients, and have cultivated a brand that is associated with exclusivity, privacy, creativity, service and style. As of 27 September 2015, we had over 52,000 members with a global waiting list of over 32,000 potential members and we operated 15 Houses, 30 restaurants, 12 spas and 481 hotel rooms across the portfolio.

Access to our Houses is reserved exclusively for members and a select number of their guests as well as our hotel guests during their stay. Membership is highly selective as the application process is designed to determine whether applicants will be compatible with “House culture.” We offer two primary types of membership: access to an individual local House (“Local House Membership”) or access to all of our Houses globally (“Every House Membership”). Local House Membership fees range from £400 to £1,275 annually and Every House Membership fees range from £800 to £1,785 annually, with membership fees accounting for 31.9% of our turnover for the Fiscal Year 2014. As of 27 September 2015, 70% of our members had an Every House Membership, and we believe this percentage will continue to grow as we open additional Houses globally. We maintain a stable, supportive and loyal membership base with low attrition (less than 3.0% per annum over the last three years). In addition, our extensive global waiting list of over 32,000 potential members enables us to control our growth based upon the usage of Houses.

Recent developments

New House projects undertaken during 2015 include the opening of (i) Soho House Istanbul in Istanbul, Turkey, which encompasses 87 hotel rooms and has spaces for all-day eating, drinking and meeting, (ii) 76 Dean Street in London, England, a former Georgian townhouse, which encompasses a screening room, seven bars and an external courtyard and (iii) Farmhouse, in Oxfordshire, England, a 100 acre site which encompasses a club, spa and individual cabin style lodges. Disciplined new House growth is a key element of our growth strategy and we maintain an extensive pipeline of attractive locations for prospective Houses, hotels, restaurants, spas and co-working spaces.

F-24

On 20 March 2015, the Group sold a 50% stake in the Pizza East, Chicken Shop and Dirty Burger casual dining restaurant brands to a private investor. The sale agreement relates to the three existing brands in all territories, excluding the Americas. The disposal values the restaurant brands at an enterprise value of £33 million. In addition, Soho House Group and the investor have each agreed to provide £5 million funding in the near term to accelerate the roll-out of the three restaurant brands. The new joint venture will also be offered the opportunity to invest in new casual dining restaurant concepts created by Soho House. The roll-out of the casual dining restaurant brands continues to accelerate with five new openings since the transaction and a further two due to open before the end of 2015.

How We Generate Turnover

Our primary source of core turnover is through the provision of food and beverage in our Houses and restaurants. Our average core turnover mix for the 39 weeks ended 27 September 2015 was as follows: food and beverage accounted for 56%, membership fees receipts accounted for 18%, accommodations accounted for 12% and spa and other sales accounted for 14%.

Food and Beverage Sales

Our Houses pride themselves on offering consistently high quality food and beverage options to our members and other guests. We operate a training program for chefs and bartenders, House Four, ensuring that our staff can provide each guest with consistent food and beverage quality across all of our Houses and restaurants at competitive prices. We have found throughout the years that the desire to serve the best food and drinks to our members in our Houses has provided us the platform and access to develop restaurant ideas that have grown into successful independent concepts.

Our restaurants offer a range of cuisine from classic Italian to modern British. Our range of restaurant concepts from fine dining to fast casual dining include Café Boheme, High Road House Brasserie, Cecconi’s, Chicken Shop, Dirty Burger, Pizza East, Hoxton Grill and The Allis. The restaurants are open to the public while also providing our members with convenient dining options.

Our food and beverage sales for the 39 weeks to 27 September 2015 were £61.2 million with a food and beverage sales mix of 47% and 53%, respectively. For the 39 weeks to 28 September 2014 food and beverage sales were £53.2 million with a food and beverage sales mix of 48% and 52%, respectively. This represents a 13% and 17% increase in food and beverage sales respectively on the comparable period last year and 10% and 14% respectively at constant exchange rates.

Membership Fees

As of 27 September 2015 we had over 52,000 members with over 32,000 potential members on our global waiting list. Membership is generally reserved for individuals from the film, media and creative industries and each application must be supported by two existing members. Applications are then vetted by a committee of current members on a quarterly basis.

Membership fees provide us with turnover that is unique to our principal business as a private members club. There are minimal direct costs to maintain the membership base and membership fees flow directly to Adjusted EBITDA, which gives us visibility over a stable revenue stream, a high cash conversion rate and the opportunity to generate significant additional cash flows by increasing our membership base. In February 2014, we successfully increased our Every House and Local House membership fee by £200 or $400 per annum. Our membership attrition is less than 3% per annum. We anticipate that the membership base and waiting list will continue to grow as new Houses are opened.

Membership income for the 39 weeks to 27 September 2015 was £28.8 million compared to £20.3 million for the 39 weeks to 28 September 2014 representing a 42% increase on the comparable period last year and 40% increase at constant exchange rates.

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Accommodations

As of 27 September 2015, we operated eleven boutique hotels comprised of 481 rooms across our global portfolio. Other than Dean Street Townhouse, all of our hotels are co-located within our Houses. Our portfolio is comprised of the following: 185 rooms in the U.K.; 120 rooms in the U.S., 65 rooms, 20 apartments and 4 “loft” rooms in Berlin and 86 rooms and 1 apartment in Istanbul. These hotel rooms are open for occupancy to both members and the general public although approximately 43% are member bookings. Non member guests are issued a temporary local House membership for the duration of their stay in our hotels that are co located with our Houses, providing guests with full access to all of the facilities that are available within the House.

We have a fixed rate pricing structure for our members to create pricing consistency and to build brand loyalty driven by complete transparency over the rates members are paying. While the rates are “fixed”, there are some variations in the fixed rates depending on season or by weekday/weekend and this varies across the hotels.

Our average occupancy is over 90% for all recent periods.

Across our global portfolio, average occupancy was 92.2% and the average room rate was £242 during the 39 weeks to 27 September 2015. Total accommodation sales for the 39 weeks to 27 September 2015 were £20.1 million compared to £17.7 million for the 39 weeks to 28 September 2014 representing a 14% increase on the comparable period last year and 13% increase at constant exchange rates.

Spa and other

Our Cowshed brand consists of 11 spas and boutiques, often located in or adjacent to our Houses. Cowshed spa products are also sold through luxury retailers in the U.K. and the U.S. and are available online for global delivery.

Non-Core Turnover Overview

In House Build and Design

In addition to the above operations, we also undertake construction and design projects for external third-party contracts. The work is predominantly completed for the landlords on properties where Soho House Group intend to operate sites which allows us to maintain control of the quality and design of the Houses.

Cost of Sales

Cost of sales primarily relate to the purchase of food and beverage, the cost of manufacturing our spa products and the cost of material and sub-contracted labor in relation to our In House Build and Design business.

Administrative Expenses

Administrative expenses primarily consist of personnel costs, depreciation and amortization, overhead costs, rent, business rates and support office costs.

F-26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Consolidated Results of Operations

Total Group - 39 weeks ended 27 September 2015 compared to 39 weeks ended 28 September 2014

39 weeks ended 39 weeks ended 27 September 2015 28 September 2014 Percentage (unaudited) £'000 (unaudited) £'000 change

(1) 160,746 132,829 21.0% Turnover – Core (1) 46,409 9,900 368.8% Turnover – Non Core 207,155 142,729 45.1% Turnover 75,512 34,432 119.3% Cost of sales 131,643 108,297 Gross Profit 21.6% Gross Profit - Core( 1) 131,148 107,529 22.0% 144,121 113,575 Administrative expenses 26.9% Adjusted EBITDA * 17,775 16,494 7.8% Foreign exchange (48) 60 (180.0%) Depreciation and amortisation (20,783) (19,151) 8.5% New site development costs (7,477) (2,644) 182.8% Other exceptional items (1,128) (37) 2,948.6% Share of Adjusted EBITDA relating to joint ventures (817) - 0.0% Group operating loss (12,478) (5,278) 136.5% Share of Joint Venture operating profit / (loss) 196 (96) (304.2%) Profit on disposal of fixed asset investments 14,612 - 0.0% Interest receivable and similar income 49 8 512.5% Interest payable and similar charges (15,439) (13,345) 15.7% Taxation - (3) (100.0%) Minority interest 21 19 10.5%

Loss for the financial period (13,039) (18,695) (30.2%)

(1) Gross Margin – Core 81.6% 81.0% (1) Adjusted EBITDA margin – Core 11.1% 12.4%

(1) In measuring and monitoring our operating results, management manages core operations separate from its non -core operations of In House Build and Design , as management considers that these business have different revenue and margin profiles from our core hospitality business which make up our core operations.

Turnover

Turnover was £207.2 million for the 39 weeks ended 27 September 2015, compared to £142.7 million for the 39 weeks ended 28 September 2014, which represents an increase of £64.5 million or 45.1%. At constant currency, turnover increased by £61.8 million or 42.5%.

F-27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Our turnover from core operations was £160.7 million for the 39 weeks ended 27 September 2015, compared to £132.8 million for 39 weeks ended 28 September 2014, which represents an increase of £27.9 million or 21.0%. The increase was primarily driven by an increase in food and beverage turnover of £10.0 million, a growth in membership and registration fee turnover of £8.6 million, accommodation turnover growth of £2.4m and an increase of turnover in our Cowshed treatments and product sales of £3.3 million. The growth in revenue was offset by £6.4 million following our sale of a 50% stake in the Pizza East, Chicken Shop and Dirty Burger casual dining restaurant brands.

Food and beverage and accommodation turnover increased £6.3 million and £1.8 million respectively due to the opening of Soho House Chicago. £7.0 million of the increase in turnover was due to new Houses and restaurants including, 76 Dean Street, Farmhouse, Hubbard & Bell and Barber & Parlour since the comparable period last year. Other sites including Soho Beach House, Miami, Soho House New York, Shoreditch House, Electric and High Road House have traded significantly ahead of the comparable period.

Membership fee turnover increased primarily due to the opening of new House - Soho House Chicago opening in August 2014, Soho House Istanbul opened in March 2015 and 76 Dean Street and Farmhouse opened in July 2015 and August 2015 respectively, which contributed to an overall increase in global membership from 43,640 members at September 2014 to 52,000 members at September 2015 and turnover also grew due to the increase in membership fees applied to all memberships from February 2014.

Cowshed turnover has increased since the comparable period due to the opening of a concession spa at Selfridges, London and Cheeky Holborn .

Non-core turnover increased by £36.5 million to £46.4 million due to In House Build and Design completing the design and fit out work at 76 Dean Street and Farmhouse .

Cost of Sales

Cost of sales was £75.5 million for the 39 weeks ended 27 September 2015, compared to £34.4 million for the 39 weeks ended 28 September 2014, which represents an increase of £41.1 million or 119.3%. The increase in cost of sales is mainly attributable to the increase in In House Build and Design turnover and the increase in food and beverage turnover. Cost of sales as a percentage of turnover increased by 12.4% to 36.5% for the 39 weeks ended 27 September 2015 from 24.1% for the 39 weeks ended 28 September 2014.

Cost of sales for core operations (excluding In House Build and Design ) was £29.6 million for the 39 weeks ended 27 September 2015, compared to £25.3 million for the 39 weeks ended 28 September 2014, which represents an increase of £4.3 million or 17.0%. Cost of sales as a percentage of core turnover reduced marginally to 18.4% for the 39 weeks ended 27 September 2015 from 19.0% for the 39 weeks ended 28 September 2014, primarily due to the membership income and price rise increasing turnover with a limited impact on cost of sales.

Cost of sales of In House Build and Design were £45.9 million which related to the provision of the services of In House Build and Design, which is a low margin business.

Gross Profit

Gross profit was £131.6 million for the 39 weeks ended 27 September 2015, compared to £108.3 million for the 39 weeks ended 28 September 2014, which represents an increase of £23.3 million or 21.6%.

Gross profit for core operations (excluding In House Build and Design ) was £131.1 million for the 39 weeks ended 27 September 2015, compared to £107.5 million for the 39 weeks ended 28 September 2014, which represents an increase of £23.6 million or 22.0%. As a percent of core turnover, gross margin improved marginally to 81.6% for the 39 weeks ended 27 September 2015 from 81.2% for the 39 weeks ended 28 September 2014, primarily due to the membership price rise.

Gross profit in relation to our non-core operations as we continued the expansion of our In House Build and Design operations contributed to the fall in gross margin of the Soho House Group.

F-28

Administrative Expenses

Administrative expenses were £144.1 million for the 39 weeks ended 27 September 2015, compared to £113.6 million for the 39 weeks ended 28 September 2014, which represents an increase of £30.5 million or 26.9%. The increase in administrative expenses was driven by increased costs associated with new property openings since the equivalent period last year which has also led to increased personnel numbers and therefore higher wages and salary costs.

Adjusted EBITDA

Adjusted EBITDA increased to £17.8 million in the 39 weeks ended 27 September 2015 from £16.5 million in the 39 weeks ended 28 September 2014, which represents an increase of £1.3 million or 7.8%.

Share of Joint Venture Operating profit / (loss)

Share of Joint Venture operating profit /(loss) was a £0.2 million profit for the 39 weeks ended 27 September 2015, which relates to our 50% interests in Soho House Toronto and Mandolin, Miami which we acquired in December 2014 and the profit from the Pizza East, Chicken shop and Dirty Burger joint venture completed in March 2015. The Share of Joint Venture operating loss of £0.1 for the 39 weeks ended 28 September 2014 was due to a small loss at our Soho House Toronto operation.

Profit on Disposal of Fixed Assets and Fixed Asset Investments

On March 20, 2015, the Soho House Group sold a 50% stake in the Pizza East, Chicken Shop and Dirty Burger casual dining restaurant brands to a private investor. The three brands contributed £14.6 million or 7.2% of the total Soho House Group turnover, for Fiscal Year ended December 28 2014. The sale agreement relates to the three existing brands in all territories, excluding the Americas. The profit on disposal of £13.6 million relates to the difference between disposal proceeds and the share of net assets of the businesses disposed. Following this disposal we will recognise our share of profits in relation to this joint venture in Share of Joint Ventures operating profit/(loss) and therefore would expect to see a decrease in revenue and gross profit in relation to food and beverage turnover and margin in future periods.

Net Interest Payable and Similar Charges

Net interest payable and similar charges were £15.4 million for the 39 weeks ended 27 September 2015, compared to £13.3 million for the 39 weeks ended 28 September 2014, which represents an increase of £2.1million. The increase for the 39 weeks ended 27 September 2015 was primarily due to incremental interest payable in relation to £30 million 9 ⅛8% Notes, which were issued in May 2014 and therefore reflected only twenty weeks charge in the comparable period in 2014. Similarly there was an additional £1 million interest charge in the 39 weeks ended 27 September 2015, relating to the Miami property purchase due to the timing of property purchase and associated debt in March 2014.

Loss for the Financial Period

Loss for the 39 weeks ended 27 September 2015 was £13.0 million, compared to a loss of £18.7 million for the 39 weeks ended 28 September 2014, which represents a decrease of £5.7 million.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

Cash Flows and Working Capital

The following table provides a summary of cash flow data for the periods presented:

39 weeks ended 39 weeks ended 27 September 2015 28 September 2014 (unaudited) (unaudited) £'000 £'000

Net cash inflow from operating activities 3,979 1,516

Net cash outflow from returns on investments and servicing (10,434) (7,250) of finance Taxation - (3)

Net cash outflow from capital expenditure and financial (28,750) (63,679) investment Acquisitions and disposals 15,120 (6,593)

Net cash inflow from financing 12,691 72,445

Decrease in cash (7,394) (3,564)

Net Cash Inflow from Operating Activities

For the 39 weeks ended 27 September 2015, we generated £4.0 million of cash from operating activities, primarily due to our operating loss of £12.5 million, offset by our depreciation and amortization of £20.1 million, and an increase in net working capital of £4.3 million. Our increase in net working capital in the 39 weeks ended 27 September 2015 was due to (i) increased debtors in the 39 weeks ended 27 September 2015 in relation to our non-core operations of In House Build and Design as Farmhouse and 76 Dean Street projects closed in this period offset by increased creditors due to the same projects, (ii) increased stock due to the increased activity in our Soho Home business as it nears launch in late 2015 and (iii) increased stock levels in Cowshed . For the 39 weeks ended 28 September 2014, we had a cash inflow from operating activities of £1.5 million, primarily due to our operating loss of £5.3 million, offset by our depreciation and amortization of £19.2 million, and an increase in net working capital of £12.4 million.

Net Cash Outflow from Return on Investments and Servicing Of Finance

For the 39 weeks ended 27 September 2015 we utilized £10.4 million of cash on returns of investments and servicing of finance, which consisted primarily of £6.6 million of interest paid in the 39 weeks ended 27 September 2015 on our £145 million 9 ⅛% Notes. In addition we paid £3.0 million in interest in relation to the purchase of property in Miami. For the 39 weeks ended 28 September 2014, we utilized £7.2 million of cash on returns of investments and servicing of finance, which consisted primarily of £5.4 million of interest paid on our Notes in March 2014. In addition we paid £1.8 million interest in relation to the financing of our Miami property.

Net Cash Outflow from Capital Expenditure and Financial Investment

For the 39 weeks ended 27 September 2015, we utilized £32.2 million of cash on capital expenditures and financial investment. Capital expenditure of £30.8 million comprises £26.9 million on our ongoing expansionary capital expenditure as well as £3.9 million in relation to our routine maintenance capital spend. The outflow was offset by £3.5m from the sale of a property in the US which resulted in a gain on disposal. For the 39 weeks ended 28 September 2014, we utilized £63.7 million of cash on capital expenditures and financial investment which included £49.1 million in relation to the purchase of the freehold property in Miami, £4.9m in relation to the opening of Soho House Chicago and ongoing expansionary capital expenditure as well as routine maintenance capital spend. Additionally £1.6 million was transferred to restricted deposit accounts in relation to the Miami property purchase and related financing.

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Acquisitions and Disposals

For the 39 weeks ended 27 September 2015 we had disposal proceeds of £16.5 million received in respect of the disposal of our 50% interest in the Pizza East, Chicken Shop and Dirty Burger restaurants brands offset by £1.3m of loans to fund further expansion within this joint venture. For the 39 weeks ended 28 September 2014 we incurred £6.6 million of acquisition costs that related to our equity investment in the Soho House Barcelona joint venture.

Cash Flow from Financing

For the 39 weeks ended 27 September 2015, we generated £12.7 million of cash from financings relating predominantly to drawdowns on our Revolving Credit Facility. For the 39 weeks ended 28 September 2014 2014, we generated £72.4 million of cash from financings, consisting of £49.1 million of new loans relating to the acquisition of Soho Beach House Miami and £31.4 million (including £1.4 million premium on issue) drawn down on the Notes, offset by £4.3 million in connection with issue costs incurred on the financing of our Miami property and £3.8 million in net loan repayments on the Revolving Credit Facility.

Off Balance Sheet Arrangements

There are no material off balance sheet arrangements as of 27 September 2015.

F-31

Soho House Group Limited REPORT AND FINANCIAL STATEMENTS

52 WEEKS ENDED

28 DECEMBER 2014

Company Number 109634

F-32

Soho House Group Limited Independent auditor’s report

TO THE MEMBERS OF SOHO HOUSE GROUP LIMITED We have audited the financial statements of Soho House Group Limited for the 52 week period ended 28 December 2014 which comprise the consolidated profit and loss account, the consolidated statement of total recognised gains and losses, the consolidated and company balance sheets, the consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and the Report of the directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements In our opinion the financial statements: • give a true and fair view of the state of the group’s and the parent company’s affairs as at 28 December 2014 and of the group’s loss for the period then ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

• the financial statements are not in agreement with the accounting records and returns; or

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• we have not received all the information and explanations we require for our audit.

David Campbell (senior statutory auditor) For and on behalf of BDO LLP, statutory auditor London United Kingdom 27 March 2015 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

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Soho House Group Limited Consolidated profit and loss account for the period ended 28 December 2014

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 Note £’000 £’000 Turnover: Group and share of joint venture 4 205,044 167,976 Less: share of joint venture turnover (2,246 ) (2,070)

Turnover 4 202,798 165,906

Cost of sales 48,801 34,245

Gross profit 153,997 131,661

Administrative expenses 164,175 144,246

(10,178 ) (12,585) Other operating income 3 — 749

Adjusted EBITDA* 25,368 20,053

Depreciation and amortisation 5 (26,414 ) (24,428) New site development costs 2 (6,654 ) (1,988) Foreign exchange 5 (177 ) 139 Other exceptional items 2 (2,301 ) (5,612) Group operating loss 5 (10,178 ) (11,836)

Share of operating (loss) / profit on joint venture (113 ) 160 Loss on disposal of fixed assets - group 3 (401 ) (3,321)

Loss on ordinary activities before interest and other income (10,692) (14,997)

Other interest receivable and similar income - group 8 14 Interest payable (28 December 2014 includes £nil of exceptional costs (29 December 2013 - £6,017,000)) 8 (18,351) (14,101)

Loss on ordinary activities before taxation carried forward (29,035) (29,084) Loss on ordinary activities before taxation brought forward (29,035) (29,084)

Taxation on loss on ordinary activities 9 568 1,354

Loss on ordinary activities after taxation (28,467 ) (27,730)

Minority interest 42 28

Loss for the financial period 22 (28,425 ) (27,702)

All amounts relate to continuing activities.

* Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, foreign exchange, new site development costs and other exceptional items.

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The notes on pages 20 to 47 form part of these financial statements.

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Soho House Group Limited Consolidated statement of total recognised gains and losses for the period ended 28 December 2014

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 Note £’000 £’000 Consolidated statement of total recognised gains and losses

Loss for the financial period - group (28,312 ) (27,862) - joint venture (113 ) 160

(28,425 ) (27,702)

Total gains and losses for the period before currency adjustments (28,425) (27,702) Exchange translation differences on consolidation 22 2,182 (270)

Total recognised gains and losses for the financial period (26,243 ) (27,972)

The notes on pages 20 to 47 form part of these financial statements.

F-37

Soho House Group Limited Consolidated balance sheet at 28 December 2014

Company number 109634 28 December 28 December 29 December 29 December Note 2014 2014 2013 2013 £’000 £’000 £’000 £’000 Fixed assets Intangible assets 11 131,292 138,688 Tangible assets 12 185,658 130,638 Investments in joint ventures 13 - share of gross assets 15,315 6,165 - share of gross liabilities (4,745 ) (2,881) - loans to joint venture 1,248 1,248

11,818 4,532

328,768 273,858

Current assets Stocks 14 7,360 4,216 Debtors: 15 - due within one year 19,764 11,796 - due after more than one year 4,621 4,568

Total debtors 24,385 16,364

Cash at bank and in hand 16 8,815 11,571

40,560 32,151 Creditors: amounts falling due within one year 17 59,725 51,571

Net current liabilities (19,165 ) (19,420)

Total assets less current liabilities 309,603 254,438

Creditors: amounts falling due after more than one year 18 210,877 129,427

Capital and reserves Called up share capital 21 166,585 166,585 Capital contributions 22 4,684 4,684 Profit and loss account 22 (72,447 ) (46,204)

Shareholders’ funds 23 98,822 125,065

Minority interests (96 ) (54)

309,603 254,438

The financial statements were approved by the board of directors and authorised for issue on 27 March 2015.

B Nugent

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Director

The notes on pages 20 to 47 form part of these financial statements.

F-39

Soho House Group Limited Company balance sheet at 28 December 2014

Company number 109634 28 December 28 December 29 December 29 December Note 2014 2014 2013 2013 £’000 £’000 £’000 £’000 Fixed assets Fixed asset investments 13 173,224 173,224

Current assets Debtors: 15 - due within one year — — - due after more than one year 18,500 18,500

Total debtors 18,500 18,500

Creditors: amounts falling due within one year 17 — —

Net current assets 18,500 18,500

Total assets less current liabilities 191,724 191,724

Creditors: amounts falling due after more than one year 18 20,455 20,455

Capital and reserves Called up share capital 21 166,585 166,585 Capital contributions 22 4,684 4,684

Shareholders’ funds 23 171,269 171,269

191,724 191,724

The financial statements were approved by the board of directors and authorised for issue on 27 March 2015.

B Nugent

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Director

The notes on pages 20 to 47 form part of these financial statements.

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Soho House Group Limited Consolidated cash flow statement for the period ended 28 December 2014

52 weeks 52 weeks 52 weeks 52 weeks ended ended ended ended 28 December 28 December 29 December 29 December Note 2014 2014 2013 2013 £’000 £’000 £’000 £’000 Net cash inflow from operating activities 26 6,540 13,678

Returns on investments and servicing of finance Interest received 8 14 Interest paid: loans (14,989 ) (9,442) Interest paid: break fees — (1,912)

Net cash outflow from returns on investments and servicing of finance (14,981) (11,340)

Taxation Corporation tax paid (3 ) —

Capital expenditure and financial investment Payments to acquire intangible fixed assets (381) (200) Payments to acquire tangible fixed assets (62,801) (18,863) Receipts from sale of tangible fixed assets — 1,880 Transfers to restricted cash (3,961 ) —

Net cash outflow from capital expenditure and financial investment (67,143) (17,183)

Acquisitions and disposals Acquisition of subsidiary (including transaction costs of £nil (29 December 2013 - £889,000) — (889) Investment in joint ventures (7,292 ) (2,827)

Net cash outflow from acquisitions and disposals (7,292) (3,716)

Cash outflow before use of financing carried forward (82,879) (18,561) Cash outflow before use of financing brought forward (82,879) (18,561)

Financing Senior Secured Notes due 2018 31,425 115,000 Drawdown of RCF 6,353 3,679 New Bank Loans 42,950 — Debt issue costs (4,387 ) (4,320) Repayments of Bank Loans — (103,245) Drawdown of Other Loans — 3,006 Repayment of Other Loans (151 ) — Repayment of finance leases (28 ) (521) Capital contribution — 1,839 Shareholder Loans — 9,501

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52 weeks 52 weeks 52 weeks 52 weeks ended ended ended ended 28 December 28 December 29 December 29 December Note 2014 2014 2013 2013 £’000 £’000 £’000 £’000

Net cash inflow from financing 76,162 24,939

(Decrease) / Increase in cash 16,27 (6,717 ) 6,378

The notes on pages 20 to 47 form part of these financial statements.

Soho House Group Limited Notes forming part of the financial statements for the period ended 28 December 2014

1 Accounting policies The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards. The following principal accounting policies have been applied:

Going concern The group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 1 to 7. The financial position of the group, its cash flows, liquidity position and borrowing facilities are also described in the Strategic Report on pages 1 to 7. In assessing the going concern basis of preparation of the consolidated financial statements for the period ended 28 December 2014, the directors have taken into consideration detailed cash flow forecasts for the Group, and the Group’s forecast compliance with bank covenants and the availability of funding to the Group. The directors consider that the Group has sufficient financial resources together with an established and cash generative business model, and access to borrowing facilities. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. Based on this assessment the directors are confident that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the consolidated financial statements for period ended 28 December 2014.

Comparatives The comparatives for the cash flow statement have been amended to better reflect the nature of certain refinancing transactions. The comparative figures in the consolidated profit and loss account have been restated to better reflect the nature of certain income, with no effect on the net profits.

Basis of consolidation The consolidated financial statements incorporate the results of Soho House Group Limited and all of its subsidiary undertakings as at 28 December 2014 using the acquisition method of accounting. The results of subsidiary undertakings are included from the date of acquisition.

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Turnover The group’s revenues are derived from food and beverage and related services provided to customers, membership income, sale of hotel rooms and related services provided to hotel customers, sale and distribution of beauty products and construction and project management services and sponsorship income.

Food and beverage Revenue is recognised when the amounts are earned and can reasonably be estimated. These revenues are recorded net of value added tax collected from customers and are recognised as the related services are delivered.

Hotel rooms Hotel revenue is recognised when the rooms are occupied and the services are performed. Deferred revenue consisting of deposits paid in advance is recognised as revenue when the customer occupies the room.

Membership income Membership income is paid in advance and is deferred and recognised on a monthly basis over the membership period. Joining fees relate to administration fees and therefore are recognised as revenue on commencement of membership.

Sale of beauty products and services Retail stores record revenue at the point of sale. This revenue is recorded net of value added tax. Sales made online include shipping revenue and are recognised upon delivery to the customer. Sales of gift vouchers are treated as future liabilities, and revenue is recognised when the gift vouchers are redeemed against a later transaction.

Construction and project management Profit on construction contracts is recognised by reference to the stage of completion, once the final outcome can be assessed with reasonable certainty. Full provision is made for all known or expected losses on individual contracts once such losses are foreseen.

Sponsorship income Sponsorship income is recognised when the event being sponsored takes place.

Intangible assets - goodwill Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the profit and loss account over the directors’ estimate of its useful economic life which is 20 years. Impairment tests on the carrying value of goodwill are undertaken: • at the end of the first full financial year following acquisition; • in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Impairment of fixed assets and goodwill The need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the asset against the higher of realisable value and value in use.

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Intangible assets - trademarks Trademarks are initially recognised in the balance sheet at cost. The trademarks are amortised over their estimated useful lives which is 10 years.

Stocks Stock is valued at the lower of cost and net realisable value.

Deferred taxation Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that the recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

Deferred tax balances are not discounted.

Tangible fixed assets and depreciation Depreciation is provided to write off the cost of all tangible fixed assets by equal instalments over their expected useful lives. It is calculated at the following rates:

Freehold property - between 50-100 years Short leasehold property - over period of lease on straight line basis Motor vehicles - 4 years straight line Furniture and equipment - 4-5 years straight line Office equipment - 2-4 years straight line

Assets under construction are stated at cost with no provision for depreciation until the asset comes into use.

Investments Fixed asset investments are stated at cost less provisions for diminution in value.

Leased assets Rentals payable under operating leases are charged to the profit and loss account on a straight- line basis over the term of the lease. Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate. Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the profit and loss account over the shorter of estimated useful economic life and the period of the lease. Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the profit and loss account over the period of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts payable to the lessor.

Pension costs Contributions to the group’s defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable.

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Finance costs Finance costs are charged to profit over the term of the debt so that the amount charged is at a constant rate on the carrying amount. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument.

Exceptional items Exceptional items are non-recurring material items which are outside the normal scope of the Group’s ordinary activities. These items, in the Directors’ view, are required to be separately disclosed by virtue of their nature or incidence to enable a full understanding of the Group’s financial performance. Details of these items are provided in the relevant notes.

Foreign currency Foreign currency transactions of individual companies are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. Any differences are taken to the profit and loss account. The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into sterling at the rates of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings are taken to reserves. All other differences are taken to the profit and loss account with the exception of differences on foreign currency borrowings used to finance or provide a hedge against foreign equity investments, which are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.

Joint ventures An entity is treated as a joint venture where the group holds a long term interest and shares control under a contractual agreement. In the group accounts, interests in joint ventures are accounted for using the gross equity method of accounting. The consolidated profit and loss account indicates the group’s share of the joint venture’s turnover and includes the group’s share of the operating results, interest, pre- tax results and attributable taxation of such undertakings based on audited financial statements. In the consolidated balance sheet, the group’s share of the identifiable gross assets (including any unamortised premium paid on acquisition) and its share of the gross liabilities attributable to its joint ventures are shown separately. Where loans to Joint Ventures form part of the long-term funding for the Joint Venture, the loan is included within the carrying value of the Joint Venture in fixed asset investments, but separately disclosed. The premium on acquisition is dealt with under the goodwill policy.

Long term contracts Contract work in progress is valued at total cost incurred plus attributable profits less foreseeable losses and applicable payments on account. Profit on long term contracts is taken as the work is carried out once the final outcome of the project can be assessed with reasonable certainty. Provision is made for losses on contracts in the year in which they are foreseen. Total cost includes direct cost and allocated overheads. The resultant balance on individual contracts is included under debtors as “amounts recoverable on contracts”, under creditors as “payments received on account” or under creditors as “accruals for foreseeable losses”.

F-46

Financial Instruments In relation to the disclosures made in Note 19: • Short term debtors and creditors are not treated as financial assets or financial liabilities • The group does not hold or issue derivative financial instruments for trading purposes.

New site development costs New site development costs include costs associated with the acquisition, opening, conversion and initial set up of new and converted sites including rent, overhead expenses, pre-opening marketing and incremental wages to support the “ramp-up” period of time to support the site in the initial period following opening.

2 Other exceptional items The group incurred the following non-recurring other exceptional costs during the year:

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Stock write down — 1,661 Legal costs 352 2,966 Aborted project costs 982 498 US sales and use tax provision 295 — Other exceptional costs 672 487

2,301 5,612

In addition to the above, the group has incurred certain non-recurring costs in relation to the opening and development of new sites of £6,654,000. (2013: £1,988,000)

3 Other operating income and loss on disposal of fixed assets Other operating income in 2013 represents insurance proceeds relating to a business interruption claim during the closure of Electric House that were received in 2013 and recognised in the profit and loss account in that year. The loss on disposal of fixed assets relates to the assets scrapped as part of the group’s refurbishment programme. In 2013 the loss on disposal is net of insurance proceeds received on the Electric House capital claim. The loss on disposal of fixed assets is disallowed for tax purposes. Capital allowances where claimed previously against the assets will form part of the overall capital allowance claim for the period.

4 Segmental analysis

Turnover Profit before tax Net assets 52 weeks 52 weeks 52 weeks 52 weeks ended ended ended ended 28 December 29 December 28 December 29 December 29 December 29 December 2014 2013 2014 2013 2014 2013 £’000 £’000 £’000 £’000 £’000 £’000 Analysis by class of business:

Leisure 183,369 159,811 (29,423 ) (29,562) 97,354 123,958 Beauty products 8,331 6,069 455 542 1,486 1,155 Construction 13,344 2,096 (67 ) (64) (18 ) (48)

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205,044 167,976 (29,035 ) (29,084) 98,822 125,065

Group 202,798 165,906 (28,922 ) (29,244) 87,004 123,782 Joint venture 2,246 2,070 (113 ) 160 11,818 1,283

205,044 167,976 (29,035 ) (29,084) 98,822 125,065

Analysis by geographi cal market:

United Kingdom 119,809 92,903 1,310 (6,360) (3,130) (4,951) United States of America 66,733 58,546 (8,276) (10,252) (24,431) (18,591) Germany 16,256 14,457 17 (1,902) (3,973 ) (3,723) Canada 2,246 2,070 (113 ) 160 (830 ) (735) Central — — (21,973 ) (10,730) 131,186 153,065

205,044 167,976 (29,035 ) (29,084) 98,822 125,065

Group 202,798 165,906 (28,922 ) (29,244) 87,004 123,782 Joint venture 2,246 2,070 (113 ) 160 11,818 1,283

205,044 167,976 (29,035 ) (29,084) 98,822 125,065

In the opinion of the directors turnover by origin is not materially different from turnover by destination.

5 Operating loss

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 This is arrived at after charging/(crediting):

Depreciation of tangible fixed assets 18,637 16,630 Amortisation of goodwill 7,648 7,691 Amortisation of other intangible fixed assets 129 107 Hire of other assets - operating leases 18,505 18,518 Fees payable to the company’s auditor for the auditing of the company’s annual accounts 32 30 Fees payable to the company’s auditor or an associate of the company’s auditor for other services: - the audit of the company’s subsidiaries 187 139 - taxation compliance services 55 49 - other non-audit services 52 151 Exchange differences 177 (139)

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6 Employees Staff costs (including directors and capitalised wages) consist of:

Group Group 52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Wages and salaries 62,447 52,181 Social security costs 6,231 5,229 Other pension costs 2,619 1,904

71,297 59,314

The average number of employees (including directors) during the period was as follows:

Group Group 52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 Number Number Administration 348 302 Operations 3,228 2,550

3,576 2,852

7 Directors’ remuneration

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Directors’ emoluments 933 683 Company contributions to money purchase pension scheme 160 102 The above remuneration relates to 1 director (29 December 2013 - 1) who was remunerated by the group. During the period one director participated in money purchase pension schemes. No directors emoluments were paid through the company in the current or prior period.

8 Interest payable

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Interest on Senior Secured notes due 2018 12,337 2,623 Bank loans and overdrafts 3,242 4,595 Amortisation of loan arrangements and non utilisation fees 2,543 427 Other interest: - related party — 282 - other loans 229 157

18,351 8,084 Exceptional interest charges Break fees relating to former facilities — 1,912 Amortisation of loan arrangement and non utilisation fees — 4,105

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52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 relating to former facilities

18,351 14,101

9 Taxation on loss on ordinary activities

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Corporation tax Current tax on profits of the period 3 —

Deferred tax Origination and reversal of timing differences (608 ) (1,071) Adjustment in respect of prior years (61 ) (376) Effect of tax rate change on opening balances 98 93

Movement in deferred tax provision (571 ) (1,354)

Taxation on loss on ordinary activities (568 ) (1,354)

The tax assessed for the period is higher than the standard rate of corporation tax in the UK applied to loss before tax. The differences are explained below:

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Loss on ordinary activities before tax (29,035 ) (29,084)

Loss on ordinary activities at the standard rate of corporation tax in the UK of 21.5% (29 December 2013 - 23.25%) (6,242 ) (6,762)

Effect of: Items not deductible for tax purposes 2,076 2,365 Depreciation for period in excess of capital allowances 1,264 569 Other temporary differences 69 723 Unutilised tax losses 2,836 3,105

Current tax charge for the period 3 —

There are tax losses of £6,682,000 (29 December 2013 - £5,838,000) in the UK group which have not been recognised as they are not available for group relief. In addition there are losses in the US and Germany which have not been quantified to date.

10 Profit for the financial year The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The group loss for the period includes a result after tax of £Nil (29 December 2013 - £Nil) which is dealt with in the financial statements of the parent company.

11 Intangible fixed assets

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Group Trademarks Goodwill Total £’000 £’000 £’000 Cost or valuation At 30 December 2013 1,202 152,934 154,136 Additions 381 — 381

At 28 December 2014 1,583 152,934 154,517

Amortisation At 30 December 2013 180 15,268 15,448 Provided for the period 129 7,648 7,777

At 28 December 2014 309 22,916 23,225

Net book value At 28 December 2014 1,274 130,018 131,292

At 29 December 2013 1,022 137,666 138,688

12 Tangible fixed assets

Freehold Leasehold Assets in the land and land and Motor Fixtures Computer course buildings buildings vehicles and fittings equipment of construction Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 Cost or valuation At 30 Decem ber 2013 49,102 56,750 63 42,091 4,092 — 152,098 Additions 52,262 5,968 91 9,983 2,540 1,577 72,421 Disposals — (9) (3) (2,824) (2) — (2,838) Exchange adjustmen ts 941 1,064 — 865 43 — 2,913

At 28 Decem ber 2014 102,305 63,773 151 50,115 6,673 1,577 224,594

Depreciation At 30 Decem ber 2013 1,633 5,758 18 12,159 1,892 — 21,460 Provision for the period 1,477 4,858 27 11,201 1,074 — 18,637 Disposals — (2) (1) (2,592) — — (2,595) Exchange adjustmen ts 128 448 — 824 34 — 1,434

At 28 Decem ber 2014 3,238 11,062 44 21,592 3,000 — 38,936

Net book value At 28 Decem ber 2014 99,067 52,711 107 28,523 3,673 1,577 185,658

At 29 Decem ber 2013 47,469 50,992 45 29,932 2,200 — 130,638

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13 Fixed asset investments

Joint Group ventures £’000 Cost or valuation At 30 December 2013 4,532 Share of loss for the period (113) Exchange adjustments 107 Additions 7,292

At 28 December 2014 11,818

Shares in subsidiary Capital Company undertakings contributions Total £’000 £’000 £’000 Cost or valuation At 30 December 2013 and 28 December 2014 168,540 4,684 173,224

Joint ventures The group had the following aggregate interests in joint ventures:

28 December 29 December 2014 2013 £’000 £’000 Share of total assets 15,315 6,165 Share of total liabilities (4,745 ) (2,881)

Share of net assets 10,570 3,284

Loan to joint venture 1,248 1,248

Total investment in joint ventures 11,818 4,532

On 12 December 2014, the Group acquired a 50% equity interest in Soho House - Cipura (Miami) LLC for consideration of $1,550,000 (£994,000) settled in cash. The Group’s share of operating results for 17 days trading to 28 December 2014 is not material. Following an initial review of the acquisition balance sheet we have provisionally determined the fair value of our share of net assets acquired was £nil giving rise to goodwill of £994,000. This goodwill is disclosed within the gross assets noted in the table above. For all undertakings listed above, the country of operation is the same as the country of incorporation or registration.

Subsidiary undertakings, associated undertakings and other investments The principal undertakings in which the company’s interest at the period end is 20% or more are as follows:

Proportion of Country of voting rights and incorporation ordinary or registration share capital held Nature of business Subsidiary undertakings SHG Acquisition (UK) Limited England 100%* Holding company Soho House Limited England 100%* Leisure Soho House UK Limited England 100%* Leisure Pizza East Limited England 100%* Leisure Soho House Properties Limited England 100%* Property investment Cowshed Products Limited England 100%* Cosmetics

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Proportion of Country of voting rights and incorporation ordinary or registration share capital held Nature of business NBJ Leisure Limited England 100%* Non trading Soho House Berlin GmbH Germany 100%* Leisure Soho House Toronto Limited England 100%* Holding company Soho House Toronto ULC Canada 100%* Holding company Soho House US Corp USA 99.5%* Holding company Soho House LLC USA 99.5%* Holding company Soho House New York Inc USA 99.5%* Non trading Soho House Beach House LLC USA 99.5%* Leisure Soho House New York LLC USA 99.5%* Leisure Soho House West Hollywood LLC USA 99.5%* Leisure Proportion of Country of voting rights and incorporation ordinary or registration share capital held Nature of business Soho House Chicago LLC USA 99.5%* Leisure Ryder Properties LLC USA 99.5%* Property investment Soho Ryder Acquisition LLC USA 99.5%* Holding company Soho 139 Holdco LLC USA 99.5%* Holding company Soho Ludlow LLC USA 99.5%* Leisure Beach House JV, LLC USA 99.5%* Holding company Beach House HoldCo., LLC USA 99.5%* Holding company Beach House Owner, LLC USA 99.5%* Property company Soho - Beer Garden, LLC USA 99.5%* Non-trading Soho - Pizza East, LLC USA 99.5%* Non-trading 1100 Arts Motel, LLC USA 99.5%* Non-trading Soho House - L.A. Santa Fe LLC USA 99.5%* Non-trading Soho-Cipura Holdco, LLC USA 99.5%* Holding company Cowshed LLC USA 100%* Non trading BN MidCo Limited Jersey 100%* Holding company BN AcquireCo Limited Jersey 100%* Holding company Abertarff Limited Jersey 100%* Holding company US AcquireCo Inc USA 100%* Holding company Chicken Shops Galore Limited England 100%* Leisure Neville Cut and Shave Limited England 100%* Dormant Soho Housemarket Limited England 100%* Retail In House Build Limited England 100%* Construction Dirty Burger Limited England 100%* Leisure Cheeky Nails Limited England 100%* Cosmetics Soho House (Finance) Sarl Luxembourg 100%* Holding company Soho House Bond Limited Jersey 100% Holding company Housemarket LLC USA 100%* Dormant Cowshed Istanbul Perakende Turkey 100%* Holding company Pazarlama ve Limited Soho House Istanbul Otelcilik Turkey 100%* Holding company Limited Soho Housemarket Istanbul Turkey 100%* Holding company Perakende Pazarlama ve Limited Soho Housemarket Holdings England 100%* Holding company Limited Shoreditch Rooms Limited England 100%* Dormant Fish Shop Limited England 100%* Dormant

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Hoxton f&b Limited England 100%* Dormant Soho House Amsterdam B.V. Netherlands 100%* Holding company

Joint ventures Soho House Toronto Canada 50%* Leisure Partnership Soho House - Cipura (Miami) USA 50%* Leisure LLC 139 Ludlow Acquisition LLC USA 33.33%* Holding company * denotes indirect holding by the company.

14 Stocks

Group Group Company Company 28 December 29 December 28 December 29 December 2014 2013 2014 2013 £’000 £’000 £’000 £’000 Finished goods and goods for resale 2,580 855 — — Consumables 4,780 3,361 — —

7,360 4,216 — —

There is no material difference between the replacement cost of stocks and the amounts stated above.

15 Debtors

Group Group Company Company 28 December 29 December 28 December 29 December 2014 2013 2014 2013 £’000 £’000 £’000 £’000 Amounts receivable within one year

Trade debtors 5,720 2,334 — — Amounts owed by group undertakings — — — — Amounts owed by joint ventures and associated undertakings 413 464 — — Corporation tax recoverable 4 4 — — Other debtors 6,223 3,498 — — Prepayments and accrued income 6,567 5,098 — — Amounts recoverable on contracts 837 398 — — Deferred taxation — — — —

19,764 11,796 — —

Amounts receivable after more than one year

Amounts owed by group undertakings — — 18,500 18,500 Other debtors 1,877 2,391 — — Deferred taxation 2,744 2,177 — —

4,621 4,568 18,500 18,500

Total debtors 24,385 16,364 18,500 18,500

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Group Group Company Company Deferred Deferred Deferred Deferred taxation taxation taxation taxation 28 December 29 December 28 December 29 December 2014 2013 2014 2013 £’000 £’000 £’000 £’000 At 30 December 2013 2,177 832 — — Credited to profit and loss account (note 9) 571 1,354 — — Foreign exchange adjustment (4 ) (9) — —

2,744 2,177 — —

Other debtors relate to rent deposits. The deferred tax asset relates to depreciation in excess of capital allowances.

16 Cash at bank and in hand Cash at bank includes restricted cash of £3,961,000 (2013 - $nil) in connection with the Group’s bank loan secured against our freehold property interests in Miami and the trade and assets associated with the Miami operations.

17 Creditors: amounts falling due within one year

Group Group Company Company 28 December 29 December 28 December 29 December 2014 2013 2014 2013 £’000 £’000 £’000 £’000 Bank loans and overdrafts (secured) 8,930 2,252 — — Other loans 151 144 — — Trade creditors 14,840 18,205 — — Taxation and social security 5,359 4,004 — — Obligations under finance lease and hire purchase contracts 17 28 — — Other creditors 9,125 8,015 — — Accruals and deferred income 21,303 18,923 — —

59,725 51,571 — —

18 Creditors: amounts falling due after more than one year

Group Group Company Company 28 December 29 December 28 December 29 December 2014 2013 2014 2013 £’000 £’000 £’000 £’000 Shareholder loan notes 18,500 18,500 18,500 18,500 Bank loans (secured) 41,563 — — — Preference shares (secured) 9,615 — — — Senior Secured Notes due 2018 138,633 108,323 — — Amounts owed to group undertakings — — 1,955 1,955 Obligations under finance lease and hire purchase contracts — 17 — — Other loans 2,566 2,587 — —

210,877 129,427 20,455 20,455

Maturity of debt:

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Group Bank loans Senior and Preference Finance Shareholder secured overdrafts shares leases loan notes notes Other loans Total 28 December 28 December 28 December 28 December 28 December 28 December 28 December 2014 2014 2014 2014 2014 2014 2014 £’000 £’000 £’000 £’000 £’000 £’000 £’000 In one year or less, or on demand 8,930 — 17 — — 151 9,098

In more than one year but not more than two years — — — — — 151 151 In more than two years but not more than five years 41,563 9,615 — — 138,633 2,415 192,226 In more than five years — — — 18,500 — — 18,500

41,563 9,615 — 18,500 138,633 2,566 210,877

Group Bank loans Shareholder Senior and Finance loan secured Other overdrafts leases notes notes loans Total 29 December 29 December 29 December 29 December 29 December 29 December 2013 2013 2013 2013 2013 2013 £’000 £’000 £’000 £’000 £’000 £’000 In one year or less, or on demand 2,252 28 — — 145 2,425

In more than one year but not more than two years — 17 — — 145 162 In more than two years but not more than five years — — — 108,323 2,442 110,765 In more than five years — — 18,500 — — 18,500

— 17 18,500 108,323 2,587 129,427

Bank loans within one year are net of unamortised finance costs of £1,127,000 (29 December 2013 - £1,428,000). Bank loans due after more than one year are net of unamortised finance costs of £1,387,000 (29 December 2013 - £nil). Senior Secured Notes Due 2018 are net of unamortised finance costs of £6,367,000 (29 December 2013 - £6,677,000). Other loans are net of unamortised finance costs of £81,000 (29 December 2013 - £107,000). In March 2014, the Group completed a $81.5m freehold property acquisition through a corporate acquisition (see Note 29), and following the acquisition the Group now owns the entire Soho Beach House Miami property. The purchase was financed by a combination of a term loan, mezzanine loan and preference shares. In connection with the Miami acquisition, certain subsidiaries entered into a $55m loan agreement and a $12m mezzanine agreement with Ladder Capital. The loan bears interest at the rate of 6.067% per annum and matures on 6 April 2019. The mezzanine facility bears interest at the rate of 13% per annum and also matures on

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6 April 2019. As part of the transaction the former landlord to our Miami operations, received preferred shares of one of our Miami subsidiaries that pays an 8.5% coupon per annum for five years with a final $15.0m payment in March 2019. In May 2014, Soho House Bond Limited, a Jersey registered company and subsidiary of the group, issued an additional £30m principal amount of its 9.125% Senior Secured Notes due 2018 (the “Additional notes”) through a private placement. The Additional notes will form part of the same series as the outstanding £115m 9.125% Senior Secured Notes due 2018 issued on 27 September 2013. The proceeds from the New Issue were used to repay drawdowns under the Group’s revolving credit facilities, as well as for general corporate purposes and to pay fees and expenses associated with the offering of the New Issue. At 28 December 2014 the market value of the £145m Senior Secured Notes was £153.3m. The Senior Secured Notes are secured on a fixed and floating charge basis over the assets of the Soho House Group. On 27 September 2013, the group entered into a £25m floating rate revolving credit facility with Barclays, of which £15m relates to SHG Acquisition (UK) Limited and subsidiaries and £10m relates to the US group. At 28 December 2014, the UK group had drawn £6.5m against this facility and the US Group had drawn $5.5m against this facility. The facility is secured on a fixed and floating charge basis over the assets of the group. The Shareholder loan notes are unsecured, non-interest bearing and repayable in September 2020. See Note 19 for information on the fair value of these loans.

For the fixed rate loans, in the opinion of the directors, there is no difference between the book value and fair value.

19 Financial Instruments Details relating to interest rates and the currency of the financial liabilities are given in note 18. The directors have assessed the group’s exposure to foreign currency movements. Subsidiary entities’ financial instruments are predominantly denominated in their functional currency and therefore the foreign currency exposure to the group has not been deemed material.

Interest rate and currency of financial assets and liabilities The groups financial assets represented by cash are all at floating rates of interests. All trade debtors and trade creditors are non-interest bearing. The currency and interest rate profile of the group’s borrowings is shown below:

Group Non-interest bearing financial Floating rate Fixed rate Total liabilities financial liabilities financial liabilities 28 December 28 December 28 December 28 December 2014 2014 2014 2014 £’000 £’000 £’000 £’000 Sterling 162,506 18,500 5,373 138,633 US Dollar 57,469 — 6,274 51,195

219,975 18,500 11,647 189,828

Group Non-interest bearing financial Floating rate Fixed rate Total liabilities financial liabilities financial liabilities 29 December 29 December 29 December 29 December 2013 2013 2013 2013 £’000 £’000 £’000 £’000 Sterling 128,396 18,500 1,573 108,323 US Dollar 3,456 — 3,456 —

131,852 18,500 5,029 108,323

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The sterling and US dollar floating rate financial liabilities relate to the group’s revolving credit facility with Barclays bearing interest at base rate plus a margin of 3.5%. The non-interest bearing financial liabilities have a 5.75 year maturity period (2013 - 6.75 years). The weighted average interest rate of fixed rate financial liabilities and the weighted average period for which they are fixed is as follows:

Group Weighted average Weighted average Weighted average period for which rate Weighted average period for which rate interest rate is fixed interest rate is fixed 28 December 28 December 29 December 29 December 2014 2014 2013 2013 % Years % Years Sterling 9.125 3.75 9.125 4.75 US Doll ar 7.53 4.25 — —

In respect of the Group’s non-interest bearing shareholder loans maturing September 2020, the table below sets out the effect of changes in assumptions in the discount rate to the fair value of the loans.

28 December 29 December 2014 2013 £’000 £’000 Book value 18,500 18,500 Fair value - assuming 10% discount rate 10,694 9,724

Discount rate

1% increase in rate (542 ) (576) 1% decrease in rate 577 618

20 Pensions The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension charge amounted to £2,619,000 (29 December 2013 - £1,904,000). There were no outstanding or prepaid contributions at either the beginning or end of the financial period.

21 Share capital

28 December 29 December 2014 2013 £’000 £’000 Allotted, called up and fully paid 166,585,263 ordinary shares of £1 each 166,585 166,585

166,585,263 ‘A’ ordinary shares of £1 each 166,585 166,585 4,469,417 ‘B’ ordinary shares of £0.0001 each — —

‘B’ ordinary shares have no voting rights. ‘B’ ordinary shareholders are entitled to income rights in proportion to the ‘A’ ordinary shareholders based on number of shares held only after £165,000,000 has been returned to the holders of ‘A’ ordinary shares.

22 Reserves

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Capital Profit and Group contributions loss account £’000 £’000 At 30 December 2013 4,684 (46,204) Translation differences on foreign currency net investments in subsidiary undertakings — 2,182 Loss for the period — (28,425)

At 28 December 2014 4,684 (72,447 )

Capital Company contributions £’000 At 30 December 2013 4,684 Capital contributions —

At 28 December 2014 4,684

23 Reconciliation of movements in shareholders’ funds

Group Group Company Company 28 December 29 December 28 December 29 December 2014 2013 2014 2013 £’000 £’000 £’000 £’000 Loss for the period (28,425 ) (27,702) — —

Other net recognised gains and losses relating to the period - Exchange translation differences on consolidation 2,182 (270) — — - Capital contributions — 1,839 — 1,839

Net deductions from shareholders’ funds (26,243 ) (26,133) — 1,839

Opening shareholders’ funds 125,065 151,198 171,269 169,430

Closing shareholders’ funds 98,822 125,065 171,269 171,269

24 Commitments under operating leases The group had annual commitments under non-cancellable operating leases as set out below:

Land and Land and buildings buildings 28 December 29 December 2014 2013 £’000 £’000 Operating leases which expire:

Within one year 39 28 In two to five years 705 694 After five years 17,774 15,411

18,518 16,133

25 Related party disclosures Controlling parties The company is controlled by R Burkle through his control of the Yucaipa Group of companies, which have a majority shareholding in the group.

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The company has taken advantage of the exemption conferred by Financial Reporting Standard 8 ‘Related party disclosures’ not to disclose transactions with its wholly owned subsidiaries.

Related Party Transactions The £18,500,000 unsecured, non-interest bearing Shareholder loan notes due September 2020 have been provided by Yucaipa (£11,167,000), Richard Caring (£5,866,000) and Nick Jones (£1,467,000), each being shareholders of the company. An amount of £640,000 (29 December 2013 - £559,000) is due from Soho House Sydell LLP, a company related by common shareholders. The amount due is in relation to costs incurred by the group on their behalf. An amount of £1,248,000 is due from Soho House Toronto Partnership in respect of a loan provided by the group (29 December 2013 - £1,248,000). An amount of £1,332,000 (29 December 2013 - £1,350,000) was paid as rent to 33 Ninth Commercial Owner, LLC., a company related by common shareholders.

26 Reconciliation of operating loss to net cash inflow from operating activities

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 Operating loss (10,178 ) (11,836) Amortisation of intangible fixed assets 7,777 7,798 Depreciation of tangible fixed assets 18,637 16,630 (Increase) / Decrease in stocks (3,069 ) 1,584 Increase in debtors (7,364 ) (4,051) Increase in creditors 630 3,692 Exchange adjustments 107 (139)

Net cash inflow from operating activities 6,540 13,678

27 Reconciliation of net cash flow to movement in net debt

52 weeks 52 weeks ended ended 28 December 29 December 2014 2013 £’000 £’000 (Decrease) / Increase in cash (6,717 ) 6,378 Cash inflow from changes in debt (76,190 ) (23,621) Cash outflow from repayment of finance leases 28 521

Movement in net debt resulting from cash flows (82,879 ) (16,722)

Other non cash changes (Note 28) (11,962 ) 1,257 Increase in restricted cash (Note 28) 3,961 —

Movement in net debt (90,880 ) (15,465)

Opening net debt (120,280 ) (104,815)

Closing net debt (211,160 ) (120,280)

28 Analysis of net debt

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At Other At 30 December Restricted non-cash 28 December 2013 Cash flow cash items 2014 £’000 £’000 £’000 £’000 Cash at bank and in hand 11,571 (6,717 ) 3,961 — 8,815

11,571 (6,717 ) 3,961 — 8,815

Debt due within one year (2,396) (6,202 ) — (483) (9,081 ) Debt due after one year (129,410) (69,988 ) — (11,479) (210,877 ) Finance leases (45) 28 — — (17 )

(131,851) (76,162 ) — (11,962) (219,975 )

Total (120,280) (82,879 ) 3,961 (11,962) (211,160 )

Non-cash items above relate to the amortisation of the prepaid loan arrangement fees - £2,215,000, foreign exchange effects on overseas denominated loan balances - £132,000, loans issued for non-cash settlement of consideration for purchase of freehold property - £9,615,000 and reclassification of long term debt to short term - £157,000.

29 Post balance sheet events On 20 March 2015, the Group sold a 50% stake in the Pizza East, Chicken Shop and Dirty Burger casual dining restaurant brands to a private investor. The sale agreement relates to the three existing brands in all territories, excluding the Americas. The disposal values the restaurant brands at an enterprise value of £33m. In addition, Soho House Group and the investor have each agreed to provide £5m funding in the near term to accelerate the roll-out of the three restaurant brands. The new joint venture will also be offered the opportunity to invest in new casual dining restaurant concepts created by Soho House. The proceeds from the sale will be invested in the core Soho House Group business to accelerate growth into new locations.

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Soho House Group Limited (formerly BN TopCo Limited) REPORT AND FINANCIAL STATEMENTS

PERIOD ENDED

29 DECEMBER 2013

Company Number 109634

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Soho House Group Limited Independent auditor’s report

TO THE MEMBERS OF SOHO HOUSE GROUP LIMITED We have audited the financial statements of Soho House Group Limited (formerly BN TopCo Limited) for the 52 week period ended 29 December 2013 which comprise the consolidated profit and loss account, the consolidated statement of total recognised gains and losses, the consolidated and company balance sheets, the consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements In our opinion the financial statements: • give a true and fair view of the state of the group’s and the parent company’s affairs as at 29 December 2013 and of the group’s loss for the period then ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion: • proper accounting records have not been kept, or proper returns adequate for our audit have not been received from branches not visited by us; or • the financial statements are not in agreement with the accounting records and returns; or • we have not received all the information and explanations we require for our audit.

David Campbell (senior statutory auditor) For and on behalf of BDO LLP, statutory auditor London United Kingdom 29 April 2014

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BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

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Soho House Group Limited Consolidated profit and loss account for the period ended 29 December 2013

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 Note £’000 £’000 Turnover: Group and share of joint venture 167,353 140,910 Less: share of joint venture turnover (2,070 ) (527)

Turnover 4 165,283 140,383

Cost of sales 34,245 26,342

Gross profit 131,038 114,041

Administrative expenses 143,623 122,656

(12,585 ) (8,615)

Other operating income 3 749 2,599

Adjusted EBITDA* 20,053 18,561

Depreciation and amortisation 5 (24,428 ) (21,774)

Pre opening costs (1,988 ) (1,709) Foreign exchange 5 139 (597) Exceptional items 2 (5,612 ) (497) Group operating loss 5 (11,836 ) (6,016)

Share of operating profit/(loss) in joint venture 160 (1,103) Loss on disposal of fixed assets - group 3 (3,321 ) (2,802)

Loss on ordinary activities before interest and other income (14,997) (9,921)

Other interest receivable and similar income - group 14 21 Interest payable (2013 includes £6,017,000 exceptional costs (2012 - £1,224,000)) 8 (14,101) (8,211)

Loss on ordinary activities before taxation carried forward (29,084) (18,111) Loss on ordinary activities before taxation brought forward (29,084) (18,111)

Taxation on loss on ordinary activities 9 1,354 1,048

Loss on ordinary activities after taxation (27,730 ) (17,063)

Minority interest 28 26

Loss for the financial period 21 (27,702 ) (17,037)

All amounts relate to continuing activities.

* Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, foreign exchange, pre-opening costs and exceptional items.

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The notes on pages 18 to 43 form part of these financial statements.

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Soho House Group Limited Consolidated statement of total recognised gains and losses for the period ended 29 December 2013

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 Note £’000 £’000 Consolidated statement of total recognised gains and losses

Loss for the financial period - group (27,862 ) (15,934) - joint venture 160 (1,103)

(27,702 ) (17,037)

Total gains and losses for the period before currency adjustments (27,702) (17,037) Exchange translation differences on consolidation 21 (270 ) (1,195)

Total recognised gains and losses for the financial period (27,972 ) (18,232)

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The notes on pages 18 to 43 form part of these financial statements.

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Soho House Group Limited Consolidated balance sheet at 29 December 2013

Company number 109634 29 December 29 December 30 December 30 December Note 2013 2013 2012 2012 £’000 £’000 £’000 £’000 Fixed assets Intangible assets 11 138,688 145,397 Tangible assets 12 130,638 133,725 Investments in joint ventures - share of gross assets 6,165 2,674 - share of gross liabilities (2,881 ) (3,777) - loans to joint venture 1,248 2,762 Fixed asset investments 13 4,532 1,659

273,858 280,781

Current assets Stocks 14 4,216 5,797

Debtors - due within one year 15 11,796 8,832 Debtors - due after more than one year 15 4,568 2,443

Total debtors 16,364 11,275 Cash at bank and in hand 11,571 6,458

32,151 23,530 Creditors: amounts falling due within one year 16 51,571 50,753

Net current liabilities (19,420 ) (27,223)

Total assets less current liabilities 254,438 253,558

Creditors: amounts falling due after more than one year 17 129,427 102,386

Capital and reserves Called up share capital 20 166,585 166,585 Capital contributions 21 4,684 2,845 Profit and loss account 21 (46,204 ) (18,232)

Shareholders’ funds 22 125,065 151,198 Minority interests (54 ) (26)

254,438 253,558

The financial statements were approved by the board of directors and authorised for issue on 28 April 2014

B Nugent Director

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The notes on pages 18 to 43 form part of these financial statements.

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Soho House Group Limited Company balance sheet at 29 December 2013

Company number 109634 29 December 29 December 30 December 30 December Note 2013 2013 2012 2012 £’000 £’000 £’000 £’000 Fixed assets Fixed asset investments 13 173,224 170,485

Current assets Debtors - due within one year 15 — 3,000 Debtors - due after more than one year 15 18,500 6,000

Total debtors 18,500 9,000

Creditors: amounts falling due within one year 16 — 3,000

Net current assets 18,500 6,000

Total assets less current liabilities 191,724 176,485

Creditors: amounts falling due after more than one year 17 20,455 7,055

Capital and reserves Called up share capital 20 166,585 166,585 Capital contributions 21 4,684 2,845

Shareholders’ funds 22 171,269 169,430

191,724 176,485

The financial statements were approved by the board of directors and authorised for issue on 28 April 2014

B Nugent Director

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The notes on pages 18 to 43 form part of these financial statements.

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Soho House Group Limited Consolidated cash flow statement for the period ended 29 December 2013

52 weeks 52 weeks 55 weeks 55 weeks ended ended ended ended Note 29 December 29 December 30 December 30 December 2013 2013 2012 2012 £’000 £’000 £’000 £’000 Net cash inflow from operating activities 25 17,996 20,706

Returns on investments and servicing of finance Interest received 14 21 Interest paid: bank loans (9,442 ) (4,051) Interest paid: swap break costs — (10,830) Interest paid: break fees (1,912 ) —

Net cash outflow from returns on investments and servicing of finance (11,340) (14,860)

Taxation Corporation tax paid — (676)

Capital expenditure and financial investment Payments to acquire intangible fixed assets (200) (525) Payments to acquire tangible fixed assets (18,863) (28,251) Receipts from sale of tangible fixed assets 1,880 1,483 Investment in joint ventures (2,827 ) (2,762)

Net cash outflow from capital expenditure and financial investment (20,010) (30,055)

Acquisitions and disposals Acquisition of subsidiary (including transaction costs of £889,000 (2012 - £8,254,000) (889) (12,243) Net overdraft acquired with subsidiary — (3,001)

Net cash outflow from acquisitions and disposals (889) (15,244)

Cash outflow before use of financing (14,243 ) (40,129)

Financing Share capital issued — 100,694 Capital contribution 1,839 2,845 Senior Secured Notes due 2018 115,000 — Drawdowns of new loans 3,679 104,714 Repayments of bank loans (103,245 ) (144,292) Repayment of finance leases (521 ) (1,823) Other Loans 3,006 — Debt issue costs (8,638 ) (2,889) Repayment of Other Loans and Shareholder Loans — (22,927) Shareholder Loans 9,501 9,000

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52 weeks 52 weeks 55 weeks 55 weeks ended ended ended ended Note 29 December 29 December 30 December 30 December 2013 2013 2012 2012 £’000 £’000 £’000 £’000 Net cash inflow from financing 20,621 45,322

Increase in cash 26 6,378 5,193

The notes on pages 18 to 43 form part of these financial statements.

Soho House Group Limited Notes forming part of the financial statements for the period ended 29 December 2013

Going concern The group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on pages 1 to 3. The financial position of the group, its cash flows, liquidity position and borrowing facilities are described in the Business Review on pages 1 to 5. In assessing the going concern basis of preparation of the consolidated financial statements for the period ended 29 December 2013, the directors have taken into consideration detailed cash flow forecasts for the Group, and the Group’s forecast compliance with bank covenants and the availability of funding to the Group from its bankers and its shareholders. The directors consider that the Group has sufficient financial resources together with an established and cash generative business model, and access to borrowing facilities. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. Based on this assessment the directors are confident that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the consolidated financial statements for period ended 29 December 2013.

Basis of consolidation The consolidated financial statements incorporate the results of Soho House Group Limited (formerly BN TopCo Limited) and all of its subsidiary undertakings as at 29 December 2013 using the acquisition method of accounting. The results of subsidiary undertakings are included from the date of acquisition.

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Membership income Membership income is paid in advance and is deferred and recognised on a monthly basis over the membership period.

Intangible assets—goodwill Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the profit and loss account over the directors’ estimate of its useful economic life which is 20 years. Impairment tests on the carrying value of goodwill are undertaken: • at the end of the first full financial year following acquisition; • in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Intangible assets - trademarks Trademarks are initially recognised in the balance sheet at cost. The trademarks are amortised over their estimated useful lives which is 10 years.

Freehold property - between 50-100 years Leasehold property - over period of lease on straight line basis Motor vehicles - 4 years straight line

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Furniture and equipment - 5 years straight line Office equipment - 2-4 years straight line Assets under construction are stated at cost with no provision for depreciation.

Stocks Stock is valued at the lower of cost and net realisable value.

Investments Fixed asset investments are stated at cost less provisions for diminution in value.

Pension costs Contributions to the group’s defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable.

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sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign subsidiary undertakings are taken to reserves.

Capital contributions Voluntary shareholder capital contributions to the company are not credited to the company’s profit and loss account, but are credited to a special reserve (“Capital Contribution Reserve”) which is treated by the directors of the Company as not being a distributable reserve and non- repayable and non-refundable.

Financial Instruments In relation to the disclosures made in Note 17: • Short term debtors and creditors are not treated as financial assets or financial liabilities • The group does not hold or issue derivative financial instruments for trading purposes.

2 Exceptional items The group incurred the following exceptional costs during the year:

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52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Contract termination and exit costs 487 — Stock write down 1,661 — Settlement of legal claim 2,966 497 Aborted project costs 498 —

5,612 497

The stock write down is management’s estimate of the potential difference between cost and carrying value. Settlement of legal claim – relates to settlement of legal claims along with associated costs and fees. Aborted project costs – in line with the group’s strategy for roll out of new sites and concepts, costs are incurred in respect of potential opportunities which subsequently do not meet our evaluation criteria or do not proceed to completion. The provision represents management’s provision against the carrying value of these costs.

3 Other operating income and loss on disposal of fixed assets Following a fire at Electric House in June 2012, the site was closed for 6 months while it was reinstated and refurbished. Electric House reopened in December 2012. Other operating income represents insurance proceeds relating to the business interruption claim during the closure that were received in 2013 and recognised in the profit and loss account in the year. The loss on disposal of fixed assets relates to the assets scrapped as part of the group’s refurbishment programme. The loss on disposal is net of insurance proceeds received on the Electric House capital claim in 2013. The loss on disposal of fixed assets is disallowed for tax purposes. Capital allowances where claimed previously against the assets will form part of the overall capital allowance claim for the period.

4 Segmental analysis

Turnover Profit before tax Net assets 52 weeks 55 weeks 52 weeks 55 weeks ended ended ended ended 29 December 30 December 29 December 30 December 29 December 30 December 2013 2012 2013 2012 2013 2012 £’000 £’000 £’000 £’000 £’000 £’000 Analysis by class of business:

Leisure 159,188 135,273 (29,562 ) (19,160) 123,958 150,426 Beauty products 6,069 5,637 542 1,049 1,155 772 Construction and project managem ent 2,096 — (64) — (48) —

167,353 140,910 (29,084 ) (18,111) 125,065 151,198

Group 165,283 140,383 (29,244 ) (17,008) 123,782 152,301 Joint venture 2,070 527 160 (1,103) 1,283 (1,103)

167,353 140,910 (29,084 ) (18,111) 125,065 151,198

Turnover Profit before tax Net assets

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52 weeks 55 weeks 52 weeks 55 weeks ended ended ended ended 29 December 30 December 29 December 30 December 29 December 30 December 2013 2012 2013 2012 2013 2012 £’000 £’000 £’000 £’000 £’000 £’000 Analysis by geographi cal market:

United Kingdom 92,903 79,620 (6,360) (835) (4,951) 63 United States of America 57,923 50,982 (10,252) (6,604) (18,591) (7,598) Germany 14,457 9,781 (1,902 ) (1,992) (3,723 ) (2,169) Canada 2,070 527 160 (1,103) (735 ) (951) Central — — (10,730 ) (7,577) 153,065 161,853

167,353 140,910 (29,084 ) (18,111) 125,065 151,198

Group 165,283 140,383 (29,244 ) (17,008) 123,782 152,301 Joint venture 2,070 527 160 (1,103) 1,283 (1,103)

167,353 140,910 (29,084 ) (18,111) 125,065 151,198

5 Operating loss

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 This is arrived at after charging/(crediting):

Depreciation of tangible fixed assets 16,630 14,124 Amortisation of goodwill 7,691 7,577 Amortisation of other intangible fixed assets 107 73 Hire of other assets - operating leases 18,518 15,215 Fees payable to the company’s auditor for the auditing of the company’s annual accounts 30 25 Fees payable to the company’s auditor or an associate of the company’s auditor for other services: - the audit of the company’s subsidiaries 139 122 - taxation compliance services 49 106 - other non-audit services 151 60 Exchange differences (139 ) 597

6 Employees Staff costs (including directors) consist of:

Group Group 52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Wages and salaries 52,181 45,371 Social security costs 5,229 4,523 Other pension costs 1,904 1,559

59,314 51,453

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The average number of employees (including directors) during the period was as follows:

Group Group 52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 Number Number Administration 302 245 Operations 2,550 2,410

2,852 2,655

7 Directors’ remuneration

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Directors’ emoluments 683 640 Company contributions to money purchase pension scheme 102 20

The above remuneration relates to 1 director (30 December 2012 - 1) who was remunerated by the group. During the period one director participated in money purchase pension schemes. No directors emoluments were paid through the company in the current or prior period.

8 Interest payable

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Interest on Senior Secured notes due 2018 2,623 — Bank loans and overdrafts 4,595 6,166 Amortisation of loan arrangements and non utilisation fees relating to new facilities 427 — Other interest: - related party 282 — - other loans 157 821

8,084 6,987 Exceptional interest charges Break fees relating to former facilities 1,912 — Amortisation of loan arrangement and non utilisation fees relating to former facilities 4,105 1,224

14,101 8,211

9 Taxation on loss on ordinary activities

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52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 UK Corporation tax Current tax on profits of the period — 33

Deferred tax Origination and reversal of timing differences (1,071 ) (1,112) Adjustment in respect of prior years (376 ) 55 Effect of tax rate change on opening balances 93 (24)

Movement in deferred tax provision (1,354 ) (1,081)

Taxation on loss on ordinary activities (1,354 ) (1,048)

The tax assessed for the period is higher than the standard rate of corporation tax in the UK applied to loss before tax. The differences are explained below:

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Loss on ordinary activities before tax (29,084 ) (18,111)

Loss on ordinary activities at the standard rate of corporation tax in the UK of 23.25% (30 December 2012 - 24.50%) (6,762 ) (4,437)

Effect of: Expenses not deductible for tax purposes 614 453 Income not taxable for tax purposes 1,751 (947) Depreciation for period in excess of capital allowances 569 763 Other temporary differences 723 528 Unutilised tax losses 3,105 3,673

Current tax charge for the period — 33

There are tax losses of £5,838,000 (30 December 2012 - £5,838,000) in the UK group which have not been recognised as they are not available for group relief. In addition there are losses in the US and Germany which have not been quantified to date.

10 Profit for the financial year The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The group loss for the period includes a result after tax of £Nil (30 December 2012 - £Nil) which is dealt with in the financial statements of the parent company.

11 Intangible fixed assets

Group Trademarks Goodwill Total £’000 £’000 £’000 Cost or valuation At 31 December 2012 1,003 152,044 153,047 Additions 199 890 1,089

At 29 December 2013 1,202 152,934 154,136

Amortisation At 31 December 2012 73 7,577 7,650 Provided for the period 107 7,691 7,798

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Group Trademarks Goodwill Total £’000 £’000 £’000 At 29 December 2013 180 15,268 15,448

Net book value At 29 December 2013 1,022 137,666 138,688

At 30 December 2012 930 144,467 145,397

12 Tangible fixed assets

Freehold Leasehold land and land and Motor Fixtures Computer buildings buildings vehicles and fittings equipment Total £’000 £’000 £’000 £’000 £’000 £’000 Cost or valuation At 31 December 2012 49,408 55,724 31 35,303 2,807 143,273 Additions — 7,380 32 10,169 1,283 18,864 Disposals — (6,116) — (3,332) — (9,448) Exchange adjustments (306) (238) — (49) 2 (591)

At 29 December 2013 49,102 56,750 63 42,091 4,092 152,098

Depreciation At 31 December 2012 849 3,136 11 4,729 823 9,548 Provision for the period 815 4,217 12 10,502 1,084 16,630 Disposals — (1,448) (5 ) (2,793) — (4,246) Exchange adjustments (31) (147) — (279) (15) (472)

At 29 December 2013 1,633 5,758 18 12,159 1,892 21,460

Net book value At 29 December 2013 47,469 50,992 45 29,932 2,200 130,638

At 30 December 2012 48,559 52,588 20 30,574 1,984 133,725

The net book value of tangible fixed assets includes an amount of £Nil (30 December 2012 - £2,149,000) in respect of assets held under finance leases.

13 Fixed asset investments Group

Joint ventures £’000 Cost or valuation At 31 December 2012 1,659 Movements in the period 2,873

At 29 December 2013 4,532

Company

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Shares in subsidiary Capital undertakings contributions Total £’000 £’000 £’000 Cost or valuation At 31 December 2012 167,640 2,845 170,485 Additions 900 — 900 Capital contributions — 1,839 1,839

At 29 December 2013 168,540 4,684 173,224

Subsidiary undertakings, associated undertakings and other investments The principal undertakings in which the company’s interest at the period end is 20% or more are as follows:

Proportion of voting rights and Country of ordinary incorporation share or registration capital held Nature of business Subsidiary undertakings SHG Acquisition (UK) Limited England 100%* Holding company Soho House Limited England 100%* Leisure Soho House UK Limited England 100%* Leisure Pizza East Limited England 100%* Leisure Soho House Properties Limited England 100%* Property investment Cowshed Products Limited England 100%* Cosmetics NBJ Leisure Limited England 100%* Non trading Soho House Berlin GmbH Germany 100%* Leisure Soho House Toronto Limited England 100%* Holding company Soho House Toronto ULC Canada 100%* Holding company Soho House US Corp USA 99.5%* Holding company Soho House LLC USA 99.5%* Holding company Soho House New York Inc USA 99.5%* Non trading Soho House Beach House LLC USA 99.5%* Leisure Soho House New York LLC USA 99.5%* Leisure Soho House West Hollywood LLC USA 99.5%* Leisure Soho House Chicago LLC USA 99.5%* Leisure Ryder Properties LLC USA 99.5%* Property investment Soho Ryder Acquisition LLC USA 99.5%* Holding company Cowshed LLC USA 100%* Non trading BN MidCo Limited Jersey 100%* Holding company BN AcquireCo Limited Jersey 100%* Holding company Abertarff Limited Jersey 100%* Holding company US AcquireCo Inc USA 100%* Holding company Chicken Shops Galore Limited England 100%* Leisure Neville Cut and Shave Limited England 100%* Dormant Soho Housemarket Limited England 100%* Retail In House Build Limited England 100%* Construction Dirty Burger Limited England 100%* Leisure Cheeky Nails Limited England 100%* Cosmetics Soho House (Finance) Sarl Luxembourg 100%* Holding company Soho House Bond Limited Jersey 100% Holding company Housemarket LLC USA 100% Dormant Soho 139 Holdco LLC USA 99.5% Holding company Soho Ludlow LLC USA 99.5% Leisure Proportion of voting Country of rights and incorporation ordinary or registration share Nature of business

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capital held

Joint ventures Soho House Toronto Partnership Canada 50%* Leisure 139 Ludlow Acquisition LLC USA 33.33% Holding company Joint ventures The company had the following aggregate interests in joint ventures:

29 December 30 December 2013 2012 £’000 £’000 Share of total assets 6,165 2,674 Share of total liabilities (2,881 ) (3,777)

Share of net assets/(liabilities) 3,284 (1,103)

Loan to joint venture 1,248 2,762

Total investment in joint ventures 4,532 1,659

For all undertakings listed above, the country of operation is the same as the country of incorporation or registration.

14 Stocks

Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 Finished goods and goods for resale 855 708 — — Consumables 3,361 5,089 — —

4,216 5,797 — —

There is no material difference between the replacement cost of stocks and the amounts stated above.

15 Debtors

Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 Amounts receivable within one year Trade debtors 2,334 1,864 — — Amounts owed by group undertakings — — — 3,000 Amounts owed by joint ventures and associated undertakings 464 98 — — Corporation tax recoverable 4 4 — — Other debtors 3,498 1,964 — — Prepayments and accrued income 5,098 4,070 — — Amounts recoverable on contracts 398 — — — Deferred taxation — 832 — —

11,796 8,832 — 3,000

Amounts receivable after more

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Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 than one year

Amounts owed by group undertakings — — 18,500 6,000 Other debtors 2,391 2,443 — — Deferred taxation 2,177 — — —

4,568 2,443 18,500 6,000

Total debtors 16,364 11,275 18,500 9,000

Group Company Deferred Deferred taxation taxation £’000 £’000 At 31 December 2012 832 — Credited to profit and loss account (note 9) 1,354 — Foreign exchange adjustment (9) —

At 29 December 2013 2,177 —

Other debtors relate to rent deposits. The deferred tax asset relates to depreciation in excess of capital allowances.

16 Creditors: amounts falling due within one year

Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 Shareholder loan notes — 3,000 — 3,000 Bank loans and overdrafts (secured) 2,252 5,365 — — Other loans 145 — — — Trade creditors 18,205 16,400 — — Taxation and social security 4,004 2,346 — — Obligations under finance lease and hire purchase contracts 28 523 — — Other creditors 8,014 6,135 — — Accruals and deferred income 18,923 16,984 — —

51,571 50,753 — 3,000

17 Creditors: amounts falling due after more than one year

Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 Shareholder loan notes 18,500 6,000 18,500 6,000 Bank loans — 96,343 — — Senior Secured Notes due 2018 108,323 — — — Amounts owed to group undertakings — — 1,955 1,055 Obligations under finance lease and hire purchase contracts 17 43 — —

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Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 Other loans 2,587 — — —

129,427 102,386 20,455 7,055

17 Creditors: amounts falling due after more than one year Maturity of debt:

Shareholder Senior Loans and Finance loan secured Other overdrafts leases notes notes loans Total 29 December 29 December 29 December 29 December 29 December 29 December Group 2013 2013 2013 2013 2013 2013 £’000 £’000 £’000 £’000 £’000 £’000 In one year or less, or on dema nd 2,252 28 — — 145 2,425

— 17 18,500 108,323 2,587 129,427

Shareholder Loans and Finance loan overdrafts leases notes Total 30 December 30 December 30 December 30 December Group 2012 2012 2012 2012 £’000 £’000 £’000 £’000 In one year or less, or on demand 5,365 523 3,000 8,888

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Shareholder Loans and Finance loan overdrafts leases notes Total 30 December 30 December 30 December 30 December Group 2012 2012 2012 2012 £’000 £’000 £’000 £’000 In more than one year but not more than two years 8,500 43 — 8,543 In more than two years but not more than five years 87,843 — 6,000 93,843 In more than five years — — — —

96,343 43 6,000 102,386

Bank loans are net of unamortised finance costs of £1,428,000 (30 December 2012 - £1,077,000). Senior Secured Notes Due 2018 are net of unamortised finance costs of £6,677,000 (30 December 2012 - £Nil). Other loans are net of unamortised finance costs of £107,000 (30 December 2012 - £Nil).

On 27 September 2013, Soho House Bond Limited, a Jersey registered company and subsidiary of the group, issued £115m of Senior Secured Notes Due 2018 (“Bond Issue”) bearing interest at a fixed rate of 9.125%. At 29 December 2013 the market value of the notes was £118.7m. The notes are secured on a fixed and floating charge basis over the assets of the group. The proceeds from the Bond Issue were used to repay existing bank loans within the UK and US groups. The UK repayment included the Lloyds £70.6m floating rate term loan and £7.7m. Drawn on the UK company’s £10.0m Lloyds floating rate capex facility along with associated early redemption fees. The Lloyds term loan and capex facility were redeemed on 27 September 2013. The US repayment included the UBS $40m floating rate term loan due in April 2015 along with associated early redemption fees. The US term loan was redeemed on 27 September 2013. On 27 September 2013, the group entered into a £25m floating rate revolving credit facility with Barclays, of which £15m relates to SHG Acquisition (UK) Limited and subsidiaries and £10m relates to the US group. At 29 December 2013, the UK group had drawn £3.0m against this facility and the US Group had drawn $1.1m against this facility. The facility is secured on a fixed and floating charge basis over the assets of the group. The Shareholder loan notes are unsecured, non-interest bearing and repayable in September 2020.

18 Financial Instruments Details relating to interest rates and the currency of the financial liabilities are given in note 17. The directors have assessed the fair value of financial assets and liabilities of the group and have not identified any material differences. The directors have assessed the group’s exposure to foreign currency movements. Subsidiary entities financial instruments are predominantly denominated in their functional currency and therefore the foreign currency exposure to the group has not been deemed material.

19 Pensions The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension charge amounted to £1,904,000 (30 December 2012 - £73,000). There were no outstanding or prepaid contributions at either the beginning or end of the financial period.

20 Share capital

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29 December 30 December 2013 2012 £’000 £’000 Allotted, called up and fully paid 166,585,263 ordinary shares of £1 each 166,585 166,585

166,585,263 ‘A’ ordinary shares of £1 each 166,585 166,585 4,469,417 ‘B’ ordinary shares of £0.0001 each — —

21 Reserves

Profit Capital and loss Group contributions account £’000 £’000 At 31 December 2012 2,845 (18,232) Translation differences on foreign currency net investments in subsidiary undertakings — (270) Loss for the period — (27,702) Capital contributions 1,839 —

At 29 December 2013 4,684 (46,204 )

Capital Company contributions £’000 At 31 December 2012 2,845 Capital contributions 1,839

At 29 December 2013 4,684

22 Reconciliation of movements in shareholders’ funds

Group Group Company Company 29 December 30 December 29 December 30 December 2013 2012 2013 2012 £’000 £’000 £’000 £’000 Loss for the period (27,702 ) (17,037) — — Other net recognised gains and losses relating to the period

- Exchange translation differences on consolidation (270 ) (1,195) — — Issue of shares — 166,585 — 166,585 Capital contributions 1,839 2,845 1,839 2,845

Net (deductions from)/additions to shareholders’ funds (26,133 ) 151,198 1,839 169,430 Opening shareholders’ funds 151,198 — 169,430 —

Closing shareholders’ funds 125,065 151,198 171,269 169,430

The issue of shares in 2012 is represented by £115,627,000 cash and £65,891,000 share for share exchange.

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23 Commitments under operating leases The group had annual commitments under non-cancellable operating leases as set out below:

Land and Land and buildings buildings 29 December 30 December 2013 2012 £’000 £’000 Operating leases which expire:

Within one year 28 — In two to five years 694 488 After five years 16,772 12,748

17,494 13,236

24 Related party disclosures Controlling parties The company is controlled by R Burkle through his control of the Yucaipa Group of companies, which have a majority shareholding in the group. The company has taken advantage of the exemption conferred by Financial Reporting Standard 8 ‘Related party disclosures’ not to disclose transactions with its wholly owned subsidiaries.

Related Party Transactions In 2012 a short term shareholder loan was provided to the Group by the Yucaipa group of companies in relation to the refurbishment of Electric House following the fire in June 2012. The group paid £282,000 of interest on the short term shareholder loan in the period (Note 8). The balance outstanding on the loan at year end was £Nil (30 December 2012 - £3,000,000). In connection with the Bond Issue described in Note 17, a fee of £2m was payable to the Yucaipa group of companies for their services in connection with the Bond Issue. At the year- end the amount owed was £2,000,000 (30 December 2012 - £Nil). An amount of £559,000 is due from Soho House Sydell LLP, a company related by common shareholders. The amount due is in relation to costs incurred by the group on their behalf. An amount of £1,248,000 is due from Soho House Toronto Partnership in respect of a loan provided by the group (30 December 2012 - £2,762,000).

25 Reconciliation of operating loss to net cash inflow from operating activities

52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Operating loss (11,836 ) (6,016) Amortisation of intangible fixed assets 7,798 7,650 Depreciation of tangible fixed assets 16,630 14,124 Decrease/(increase) in stocks 1,584 (307) Increase in debtors (4,051 ) (3,156) Increase in creditors 8,010 8,411 Exchange adjustments (139 ) —

Net cash inflow from operating activities 17,996 20,706

26 Reconciliation of net cash flow to movement in net debt

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52 weeks 55 weeks ended ended 29 December 30 December 2013 2012 £’000 £’000 Increase in cash 6,378 5,193 Cash (outflow)/inflow from changes in debt (19,303 ) 53,506 Cash inflow from repayment of finance leases 521 1,823

Movement in net debt resulting from cash flows (12,404 ) 60,522 Loans and finance leases acquired with subsidiary undertakings — (183,942) Other non cash changes (3,061 ) 18,604

Movement in net debt (15,465 ) (104,816) Opening net debt (104,816 ) —

Closing net debt (120,281 ) (104,816)

27 Analysis of net debt

At At 31 December Other non- 29 December 2012 Cash flow cash items 2013 £’000 £’000 £’000 £’000 Cash at bank and in hand 6,458 5,113 — 11,571 Bank overdrafts (1,265 ) 1,265 — —

5,193 6,378 — 11,571

Debt due within one year (7,100 ) 1,779 2,924 (2,397 ) Debt due after one year (102,343 ) (21,082) (5,985) (129,410 ) Finance leases (566 ) 521 — (45 )

(110,009 ) (18,782) (3,061) (131,852 )

Total (104,816 ) (12,404) (3,061) (120,281 )

Non-cash items above relate to the amortisation of the prepaid loan arrangement fees - (£3,291,000), foreign exchange effects on overseas denominated loan balances - £230,000, and reclassification of short term debt to long term - £3,000,000.

28 Post balance sheet events Following a $81.5m freehold property acquisition in March 2014, we now own the entire Soho Beach House Miami property. The purchase was financed by a combination of a term loan and mezzanine loan and we expect the transaction to be cash generative for the US business.

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No person has been authorised to give any information or to make any representations other than those contained in this listing memorandum and, if given or made, such information and representations must not be relied upon as having been authorised. This listing memorandum does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or any offer to sell or the solicitation of £7,500,000 an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this listing memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

TABLE OF CONTENTS Soho House Bond Limited Page SUMMARY...... 1 THE OFFERING...... 5 RISK FACTORS ...... 9 BUSINESS ...... 30 MANAGEMENT ...... 39 9⅛% Senior Secured Notes due 2018 PRINCIPAL SHAREHOLDERS...... 41 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...... 42 DESCRIPTION OF OTHER INDEBTEDNESS ...... 44 DESCRIPTION OF NOTES ...... 46 LISTING MEMORANDUM BOOK-ENTRY, DELIVERY AND FORM ...... 112 CERTAIN TAX CONSIDERATIONS ...... 116 NOTICE TO INVESTORS ...... 123 PLAN OF DISTRIBUTION...... 126 February 12, 2016 LISTING AND GENERAL INFORMATION ...... 127 INDEPENDENT AUDITORS ...... 129 AVAILABLE INFORMATION ...... 130 SEPTEMBER 2015 QUARTERLY REPORT ...... F-1 2014 ANNUAL REPORT AND FINANCIAL STATEMENTS ...... F-32 2013 ANNUAL REPORT AND FINANCIAL STATEMENTS ...... F-62