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You Must Read the Following Before Continuing IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page (the ³Prospectus´), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them at any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE PROSPECTUS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ³SECURITIES ACT´), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED BELOW) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. IN ORDER TO BE ELIGIBLE TO READ THE PROSPECTUS OR MAKE AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES DESCRIBED THEREIN, YOU MUST NOT BE A ³U.S. PERSON´ AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (A ³U.S. PERSON´). WITHIN THE UNITED KINGDOM, THE PROSPECTUS MAY NOT BE PASSED ON EXCEPT TO INVESTMENT PROFESSIONALS OR OTHER PERSONS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) DOES NOT APPLY TO THE ISSUER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ³RELEVANT PERSONS´). THE PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS 1 UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: The Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall be deemed to have represented to us that you have understood and agreed to the terms set out herein and you are not a U.S. Person or acting for the account or benefit of a U.S. Person and the electronic mail address that you have given to us and to which this email has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia and that you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and HSBC Bank plc, Lloyds TSB Bank plc, Royal Bank of Canada Europe Limited or The Royal Bank of Scotland plc (each a ³Joint Lead Manager´) or any affiliate of a Joint Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by a Joint Lead Manager or such affiliate on behalf of the issuer in such jurisdiction. The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Lead Managers, nor any person who controls the Joint Lead Managers, nor any director, officer, employee or agent or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format herewith and the hard copy version available to you on request from the Joint Lead Managers. 2 Eversholt Funding plc (incorporated with limited liability in England and Wales with registered no. 7329930) £3,000,000,000 Multicurrency programme for the issuance of Bonds unconditionally and irrecoverably guaranteed by Eversholt Rail Holdings (UK) Limited (incorporated with limited liability in England and Wales with registered no. 04415647) Eversholt Finance Holdings Limited (incorporated with limited liability in England and Wales with registered no. 7327371) Eversholt Rail (UK) Limited (incorporated with limited liability in England and Wales with registered no. 06953114) Eversholt Depot Finance (UK) Limited (incorporated with limited liability in England and Wales with registered no. 05229765) Eversholt Rail (380) Limited (incorporated with limited liability in England and Wales with registered no. 01139640) European Rail Finance (GB) Limited (incorporated with limited liability in England and Wales with registered no. 02720809) European Rail Finance Holdings Limited (incorporated with limited liability in Ireland with registered no. 443562) European Rail Finance Limited (incorporated with limited liability in Ireland with registered no. 443563) Eversholt Funding plc (the ³Issuer´) has authorised the establishment of a multicurrency programme for the issuance of a single class of bonds designated as the Bonds (the ³Programme´). There is no provision under the Programme for other classes of bonds. The payments of all amounts due in respect of the Bonds will be unconditionally and irrevocably guaranteed by Eversholt Rail Holdings (UK) Limited, Eversholt Finance Holdings Limited, Eversholt Rail (UK) Limited, Eversholt Depot Finance (UK) Limited, Eversholt Rail (380) Limited, European Rail Finance (GB) Limited, European Rail Finance Holdings Limited and European Rail Finance Limited. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 as amended (³FSMA´) (the ³UK Listing Authority´ or ³UKLA´) for Bonds issued under the Programme during the period of twelve months after the date hereof to be admitted to the official list of the UK Listing Authority (the ³Official List´) and to the London Stock Exchange plc (the ³London Stock Exchange´) for such Bonds to be admitted to trading on the London Stock Exchange 3 ± Regulated Market (the ³Market´). References in this Prospectus to Bonds being ³listed´ (and all related references) shall mean that such Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The Programme provides that Bonds may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer (as defined below). The Issuer may also issue unlisted Bonds. The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under ³Some Characteristics of the Programme´ and any additional Dealer appointed under the Programme from time to time by the Issuer (each a ³Dealer´ and together the ³Dealers´), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the ³relevant Dealer´ shall, in the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will be procured by more than one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure subscriptions for such Bonds, as the case may be. Bonds issued under the Programme have not been and will not be registered under the United States Securities Act of 1933, as amended (the ³Securities Act´), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Bonds may be offered, sold or delivered only outside the United States to persons who are not ³U.S. persons´ as defined in Regulation S under the Securities Act ³Regulation S´) (each, a ³U.S. person´) in offshore transactions in reliance on Regulation S. Each purchaser of the Bonds in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. See ³Subscription and Sale´ in this Prospectus. Please see ³Risk Factors´ to read about certain factors you should consider before buying any Bonds. Arranger HSBC Dealers HSBC Lloyds TSB Corporate Markets RBC Capital Markets The Royal Bank of Scotland Prospectus dated 11 November 2010 4 Under the Programme the Issuer may, subject to all applicable legal and regulatory requirements, from time to time issue Bonds in bearer and/or registered form (respectively ³Bearer Bonds´ and ³Registered Bonds´). Copies of each Final Terms (as defined below) will be available (in the case of all Bonds) from the specified office set out below of The Law Debenture Trust Corporation p.l.c. as bond trustee (the ³Bond Trustee´), (in the case of Bearer Bonds) from the specified office set out below of each of the Paying Agents (as defined below) and (in the case of Registered Bonds) from the specified office set out below of each of the Registrar and the Transfer Agent (each as defined below), provided that, in the case of Bonds which are not listed on any stock exchange, copies of the relevant Final Terms will only be available for inspection by the relevant Bondholders (as defined below).
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