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Final Programme Admission Particulars (NHG)

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Final Programme Admission Particulars (NHG) PROGRAMME ADMISSION PARTICULARS NOTTING HILL GENESIS (incorporated in England with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registration number 7746 and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number 4880) £2,000,000,000 SECURED NOTE PROGRAMME Under this £2,000,000,000 Secured Note Programme (the Programme), Notting Hill Genesis (the Issuer) may from time to time issue Notes (the Notes) as agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate principal amount of all Notes from time to time outstanding under the Programme will not exceed £2,000,000,000, subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in these Programme Admission Particulars to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors" below. Application has been made to the London Stock Exchange plc (the London Stock Exchange) for Notes issued under the Programme during the period of 12 months from the date of these Programme Admission Particulars to be admitted to trading on the London Stock Exchange's International Securities Market (the ISM). The ISM is not a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) or for the purposes of Regulation (EU) No. 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (UK MiFIR). The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the Financial Conduct Authority. The London Stock Exchange has not approved or verified the contents of these Programme Admission Particulars. References in these Programme Admission Particulars to Notes being admitted to trading (and all related references) shall mean that such Notes have been admitted to trading on the ISM, so far as the context permits. Notice of the aggregate principal amount of Notes, interest payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Conditions of the Notes") of Notes will be set out in a pricing supplement (the Pricing Supplement) which, with respect to Notes to be admitted to trading on the ISM, will be delivered to the London Stock Exchange. Copies of Pricing Supplements in relation to Notes to be admitted to trading on the ISM will also be published on the website of the London Stock Exchange through a regulatory information service or will be published in such other manner permitted by the International Securities Market Rulebook effective as of 25 February 2019 (as may be modified and/or supplemented and/or restated from time to time, the ISM Rulebook). These Programme Admission Particulars do not constitute a base prospectus for the purposes of a listing or an admission to trading on any market in the European Economic Area (the EEA) or the United Kingdom (the UK) which has been designated as a regulated market for the purposes of MiFID II or UK MiFIR, respectively. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Programme has been rated "A-" by S&P Global Ratings UK Limited (S&P) and "A" by Fitch Ratings Ltd (Fitch). Notes issued under the Programme may be rated by S&P and/or Fitch or may be unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Pricing Supplement and will not necessarily be the same as the rating assigned to the Programme by S&P and/or Fitch. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Sole Arranger LLOYDS BANK CORPORATE MARKETS Dealers BARCLAYS HSBC LLOYDS BANK CORPORATE MARKETS MUFG SANTANDER CORPORATE & INVESTMENT NATWEST MARKETS BANKING The date of these Programme Admission Particulars is 18 May 2021 IMPORTANT INFORMATION These Programme Admission Particulars comprise programme admission particulars in respect of all Notes issued under the Programme and admitted to trading in accordance with the ISM Rulebook. The Issuer accepts responsibility for the information contained in these Programme Admission Particulars and the Pricing Supplement for each Tranche of Notes issued under the Programme. Having taken all reasonable care to ensure that such is the case, the information contained in these Programme Admission Particulars is, to the best of the knowledge of the Issuer, in accordance with the facts and contains no omission likely to affect its import. The figures referred to and information contained in the Valuation Report prepared by Jones Lang LaSalle Limited (the Valuer) in the sections entitled "Valuation Commentary – Rental Stock" and "Market Commentary" were obtained from the Bank of England, HM Land Registry, HM Revenue & Customs (HMRC), the Ministry of Housing, Communities and Local Government (the MHCLG), the Office for Budget Responsibility (the OBR), the Office for National Statistics (the ONS), Rightmove, the Valuation Office Agency and Zoopla, respectively. The Issuer confirms that such figures and information have been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by the Bank of England, HM Land Registry, HMRC, the MHCLG, the OBR, the ONS, Rightmove, the Valuation Office Agency and Zoopla, no facts have been omitted which would render the reproduced figures and information inaccurate or misleading. The Valuer accepts responsibility for the information contained in the section headed "Valuation Report". Having taken all reasonable care to ensure that such is the case, the information contained in the section headed "Valuation Report" is, to the best of the knowledge of the Valuer, in accordance with the facts and contains no omission likely to affect its import. These Programme Admission Particulars are to be read in conjunction with all documents which are deemed to be incorporated in them by reference (see "Documents Incorporated by Reference" below). These Programme Admission Particulars shall be read and construed on the basis that those documents are incorporated into and form part of these Programme Admission Particulars. Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents Incorporated by Reference"), the information on the websites to which these Programme Admission Particulars refer does not form part of these Programme Admission Particulars. None of Lloyds Bank Corporate Markets plc (the Sole Arranger), Banco Santander, S.A., Barclays Bank PLC, HSBC Bank plc, Lloyds Bank Corporate Markets plc, MUFG Securities EMEA plc and NatWest Markets Plc (together, the Dealers) and the Note Trustee (as defined below) has independently verified (a) the information contained herein or (b) any matter which is the subject of any statement, representation, warranty or covenant of the Issuer contained in the Notes or any document relating to the Programme. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Sole Arranger, the Dealers or the Note Trustee as to (a) the accuracy or completeness of the information contained or incorporated in these Programme Admission Particulars or any other information provided by the Issuer in connection with the Programme, (b) any acts or omissions of the Issuer or any other person in connection with the Programme or (c) the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of any Notes or any other agreement or document relating to any Notes or the Programme. None of the Sole Arranger, the Dealers and the Note Trustee accepts any liability in relation to the information contained or incorporated by reference in these Programme Admission Particulars or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer, the Sole Arranger, any Dealer or the Note Trustee to give any information or to make any representation not contained in or not consistent with these Programme Admission Particulars or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Sole Arranger, any Dealer or the Note Trustee.
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