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SVG Capital Plc (Incorporated with Limited Liability in England and Wales with Registered Number 3066856)

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SVG Capital Plc (Incorporated with Limited Liability in England and Wales with Registered Number 3066856) INSERT UNFORMATTED TEXT OFFERING CIRCULAR DATED 2 June 2008 SVG Capital plc (incorporated with limited liability in England and Wales with registered number 3066856) £120,000,000 8.25 per cent. Convertible Bonds due 2016 Issue Price: 100 per cent. Sole Bookrunner and Lead Manager JPMorgan Cazenove Co-Lead Managers Key Capital The Royal Bank of Scotland Key Capital acted as Financial Adviser to SVG Capital plc This Offering Circular comprises listing particulars given in compliance with the listing rules (the “Listing Rules”) made under Section 73A of the Financial Services and Markets Act 2000 (the “FSMA”) by the UK Listing Authority (the “UKLA”). Applications have been made for the £120,000,000 8.25 per cent. Convertible Bonds due 2016 (the “Bonds”) of SVG Capital plc (the “Issuer”, “SVG Capital” or the “Company”) to be admitted to the official list maintained by the UKLA for the purposes of Part VI of the FSMA (the “Official List”) and to be admitted to trading on the Professional Securities Market of the London Stock Exchange plc (the “London Stock Exchange”). The Professional Securities Market is an unregulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Issuer has undertaken to apply to have the ordinary shares of the Issuer (the “Ordinary Shares”) issuable upon conversion of the Bonds admitted to the Official List and admitted to trading on the Regulated Market of the London Stock Exchange. This Offering Circular is to be read in conjunction with all the documents which are incorporated by reference herein (see “Presentation of Information - Documents incorporated by reference”). The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer has not authorised the making or provision of any representation or information regarding the Issuer, the Bonds or the Ordinary Shares other than as contained in this Offering Circular or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by or on behalf of the Issuer or the Managers (as defined in “Subscription and Sale”). This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Trustee or the Managers that any recipient of this Offering Circular should purchase any of the Bonds. Each investor contemplating purchasing Bonds should make its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of the Issuer. None of the Issuer, the Managers, or any of their respective representatives, is making any representation to any offeree or purchaser of the Bonds regarding the legality of an investment in the Bonds by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the Bonds. Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Bonds shall in any circumstances constitute a representation or create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the affairs or condition (financial or otherwise) of the Issuer since the date of this Offering Circular or that the information contained in this Offering Circular is correct as at any time subsequent to its date. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers to subscribe or purchase, any Bonds or Ordinary Shares. The Bonds and the Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States. The Bonds will initially be represented by a temporary global bond (the “Temporary Global Bond”), without interest coupons, which will be deposited with a common depositary on behalf of the Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”) systems on or about 5 June 2008. The Temporary Global Bond will be exchangeable for interests in a global bond (the “Global Bond”), without interest coupons, from the 40th day after the Closing Date (as defined herein) upon certification as to non-U.S. beneficial ownership. The Global Bond will be i exchangeable for definitive Bonds in bearer form in the denomination of £50,000 in the limited circumstances set out in it. See “Summary of Provisions relating to the Bonds in Global Form”. The distribution of this Offering Circular and the offering, sale and delivery of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. This Offering Circular does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a description of certain restrictions on offers, sales and deliveries of Bonds and on distribution of this Offering Circular and other offering material relating to the Bonds, see “Subscription and Sale”. In connection with the offering of the Bonds, each Manager and/or its affiliates may act as an investor for their own account and may take up Bonds in the offering and in that capacity may retain, purchase or sell for their own account such securities and any securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with the offering. Accordingly, references herein to the Bonds being offered should be read as including any offering of Bonds to such Manager and/or its affiliates acting in such capacity. Such persons do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Managers have not separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Managers as to the accuracy, completeness or verification of the information contained in this Offering Circular or any other information supplied in connection with the Bonds or the Ordinary Shares and nothing contained in this Offering Circular is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each Manager accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Offering Circular or any other information supplied in connection with the Bonds or the Ordinary Shares. Each person receiving this Offering Circular acknowledges that such person has: (i) not relied on any Manager in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer and the merits and risks involved in investing; and (ii) relied only on the information contained in this Offering Circular, and that no person has been authorised to give any information or to make any representation concerning the Issuer, the Bonds or the Ordinary Shares (other than as contained in this Offering Circular) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer or the Managers. In connection with the issue of the Bonds, J.P. Morgan Securities Ltd. (the “Stabilising Manager”) (or any persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Closing Date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) in accordance with all applicable law and rules. Any individual intending to invest in any investment described in this Offering Circular should consult his or her professional adviser and ensure that he or she fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it. ii The Managers are acting exclusively for the Issuer and no-one else in connection with the offering of the Bonds.
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