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Offering Circular Color profile: Disabled Composite Default screen 251754_pubs_cover_180705-v3.prn G:\8CQ\Pubs_Cover\251754\251754_pubs_cover_180705.cdr 18 July 2005 20:10:07 Color profile: Generic CMYK printer profile Composite Default screen Angel, Sutton Barley Mow, Winchfield Bear Inn, Bisley Black Horse, Gateshead Blue Bell, Workington Park Gate Inn, Bromsgrove Drake Manor, near Yelverton Exeter Inn, Modbury French Horn, Alton Havelock, Fatfield Holly Bush, Winterley Victory Inn, St Mawes Main picture on front cover: Postgate, Egton Bridge. Pictures (from left to right) on front cover: 1. Swan, Noss Mayo; 2. Swan, Stratford St Mary; 3. Exeter Inn, Modbury; 4. Ship Inn, Levington; 5. Deane Gate, Basingstoke. 251754_pubs_cover_01b.prn G:\8CQ\Pubs_Cover\251754\01_Version\251754_pubs_cover_01b.cdr 18 July 2005 17:56:29 Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (incorporated in the Cayman Islands with limited liability) £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 Issue Price: 100 per cent. £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 Issue Price: 100 per cent. £125,000,000 Class C1 Secured Floating Rate Notes due June 2035 Issue Price: 100 per cent. Unconditionally and irrevocably guaranteed by Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (incorporated with limited liability in England and Wales on 25 February 1999 pursuant to the Companies Act 1985 with registered number 3720775) Unconditionally and irrevocably guaranteed in relation to Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes pursuant to the terms of a financial guarantee to be issued by MBIA UK Insurance Limited (incorporated with limited liability in England and Wales on 22 March 2002 pursuant to the Companies Act 1985 with registered number 04401508) Application to the Irish Stock Exchange Application has been made to the Irish Stock Exchange for admission of the £250,000,000 4.767 per cent. Class A7 Secured Notes due June 2033 (the Class A7 Notes), the £250,000,000 Class A8 Secured Floating Rate Notes due June 2033 (the Class A8 Notes, and, together with the Class A7 Notes, the Second New Class A Notes) and the £125,000,000 Class C1 Second Floating Rate Notes due June 2035 (the Class C1 Notes and, together with the Second New Class A Notes, the Second New Notes) of Punch Taverns Finance B Limited (formerly known as Pubmaster Finance Limited) (the Issuer) to the official list of the Irish Stock Exchange (the Official List) and to be admitted to trading subject to the listing rules of the Irish Stock Exchange which are expected to be issued on or about 1 August 2005 (or such later date as may be agreed by the Issuer, the Lead Managers (as defined below), the Note Trustee (as defined below), MBIA (as defined below) and the Principal Paying Agent (as defined below)) (the Fourth Closing Date). The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC. The Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EC. Application has been made to the Irish Financial Services Regulatory Authority, a component of the Central Bank and Trust Irish Financial Services Authority in its capacity as competent authority (IFSRA) under the Prospectus (Directive 2003/7/EC) Regulations 2005 for approval of the prospectus. Previous Note issuance by the Issuer The Issuer issued the £80,000,000 Class A1 Secured Floating Rate Notes due 2009 on 30 June 1999 (the First Closing Date) and the further £29,000,000 Class A1 Secured Floating Rate Notes due 2009 on 17 February 2000 (the Second Closing Date) (together, the Class A1 Notes), the £20,000,000 Class A2 Secured Floating Rate Notes due 2011 on the First Closing Date and the further £6,500,000 Class A2 Secured Floating Rate Notes due 2011 on the Second Closing Date (together, the Class A2 Notes), the £150,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the First Closing Date and the further £51,000,000 7.369 per cent. Class A3 Secured Notes due 2022 on the Second Closing Date (together, the Class A3 Notes), the £70,000,000 Class A4 Secured Floating Rate Notes due June 2009 on 25 November 2002 (the Third Closing Date) (the Class A4 Notes), the £120,000,000 Class A5 Secured Floating Rate Notes due September 2016 on the Third Closing Date (the Class A5 Notes), the £220,000,000 5.943 per cent. Class A6 Secured Notes due December 2024 on the Third Closing Date (the Class A6 Notes), the £55,000,000 8.44 per cent. Class B Secured Notes due 2025 on the First Closing Date and the further £22,500,000 8.44 per cent. Class B Secured Notes due 2025 on the Second Closing Date (together, the Class B1 Notes) and the £125,000,000 6.962 per cent. Class B2 Secured Notes due June 2028 on the Third Closing Date (the Class B2 Notes). The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on the First Closing Date are the Original Class A Notes. The Class B1 Notes issued on the First Closing Date are the Original Class B1 Notes. The Class A1 Notes, the Class A2 Notes and the Class A3 Notes issued on the Second Closing Date are the First Further Class A Notes. The Class B1 Notes issued on the Second Closing Date are the First Further Class B1 Notes. The Class A4 Notes, the Class A5 Notes and the Class A6 Notes issued on the Third Closing Date are together the First New Class A Notes. The Class B2 Notes issued on the Third Closing Date are the First New Class B2 Notes. Guarantees MBIA UK Insurance Limited (MBIA) will on the Fourth Closing Date issue a financial guarantee (the Second MBIA Financial Guarantee) pursuant to and in accordance with the terms of a second guarantee and reimbursement agreement (the Second Guarantee and Reimbursement Agreement) dated the Fourth Closing Date and made between, inter alios, the Issuer, the Borrower, the Parent Guarantor (as defined below) and MBIA. The Class A7 Notes and the Class A8 Notes will be unconditionally and irrevocably guaranteed as to Scheduled Interest and Scheduled Principal as provided in the Second MBIA Financial Guarantee. The Class C1 Notes and the Existing Notes (as defined below) will not benefit from the Second MBIA Financial Guarantee. Payment of principal and interest on the Existing Notes (as defined below) is, or, in the case of the Second New Notes, is also to be unconditionally and irrevocably guaranteed pursuant to the Parent Guarantee given by Punch Taverns (PMH) Limited (formerly known as Pubmaster Holdings Limited) (the Parent Guarantor). Proposed redemption of Existing Floating Rate Notes, entry into new Transaction Documents and amendments to existing Transaction Documents On the first Interest Payment Date (as defined herein) following the Fourth Closing Date, as described herein, the Issuer intends to redeem all Class A1 Notes, Class A2 Notes, Class A4 Notes and Class A5 Notes (the Existing Floating Rate Notes). In addition, on the Fourth Closing Date, the Issuer intends to enter into certain new transaction documents and to modify the terms of certain existing transaction documents in relation to the issue of the Second New Notes and the Class A3 Notes, the Class A6 Notes, the Class B1 Notes and the Class B2 Notes. The Class A3 Notes and the Class A6 Notes are together the Existing Class A Notes. The Class B1 Notes and the Class B2 Notes are together the Existing Class B Notes. The Existing Class A Notes and the Existing Class B Notes are together the Existing Notes and the Existing Fixed Rate Notes. Obligations of the Issuer only The Notes will be obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person, other than (i) MBIA, in respect of its financial guarantee of Scheduled Interest on and Scheduled Principal of the Class A7 Notes and the Class A8 Notes as provided in the Second MBIA Financial Guarantee and (ii) the Parent Guarantor. It should be noted in particular that the Notes will not be obligations of, and will not be guaranteed by, MBIA (other than to the extent described above), the Note Trustee, the Borrower Security Trustee, the Issuer Security Trustee, the PG Security Trustee, the Arranger, the Lead Managers, the Liquidity Facility Provider, the Swap Providers, the Account Bank, the Agent Banks, the Principal Paying Agent, the Irish Paying Agent, any Obligor (each as referred to herein), Punch Taverns (PMG) Limited or any other company in the New Securitisation Group or the Punch Group (as referred to herein) other than the Issuer and the Parent Guarantor. Ratings It is expected that the Class A7 Notes will, when issued, be assigned a ‘‘AAA’’ rating by Fitch Ratings Ltd (Fitch), a ‘‘AAA’’ by Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc. (S&P) and ‘‘Aaa’’ by Moody’s Investors Service Limited (Moody’s and, together with S&P and Fitch, the Rating Agencies). It is expected that the Class A8 Notes will, when issued, be assigned a ‘‘AAA’’ rating by Fitch, a ‘‘AAA’’ rating by S&P and a ‘‘Aaa’’ rating by Moody’s. It is expected that the Class C1 Notes will, when issued, be assigned a ‘‘BBB’’ rating by Fitch, a ‘‘BBB’’ rating by S&P and a ‘‘Baa3’’ rating by Moody’s. The ratings of the Class A7 Notes and the Class A8 Notes will be based on the financial strength and claims paying ability of MBIA.
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