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BRUNTWOOD INVESTMENTS PLC RETAIL BONDS Secured Over a Portfolio of Real Estate and Other Assets Fixed Interest Rate of 6.00 Per Cent

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BRUNTWOOD INVESTMENTS PLC RETAIL BONDS Secured Over a Portfolio of Real Estate and Other Assets Fixed Interest Rate of 6.00 Per Cent Proof 2: 2.7.13 PROSPECTUS DATED 2 JULY 2013 BRUNTWOOD INVESTMENTS PLC RETAIL BONDS Secured over a portfolio of real estate and other assets Fixed interest rate of 6.00 per cent. per annum Maturity date of 24 July 2020 Manager Investec AN INVESTMENT IN THE BONDS INVOLVES CERTAIN RISKS. YOU SHOULD HAVE REGARD TO THE FACTORS DESCRIBED IN SECTION 2 (RISK FACTORS) OF THIS PROSPECTUS. YOU SHOULD ALSO READ CAREFULLY SECTION 11 (IMPORTANT LEGAL INFORMATION). IMPORTANT NOTICES About this document references to that term are designated with initial This document (the ‘‘Prospectus’’) has been prepared capital letters. in accordance with the Prospectus Rules of the In this Prospectus, references to the ‘‘Issuer’’ are to United Kingdom Financial Conduct Authority (the Bruntwood Investments plc, which is the issuer of the ‘‘FCA’’) and relates to the offer by Bruntwood Bonds. References to the ‘‘Guarantor’’ are to Investments plc (the ‘‘Issuer’’) of its Sterling Bruntwood Limited which is the Guarantor of the denominated 6.00 per cent. secured bonds due 2020 Bonds. References to the ‘‘Charging Company’’ are to (the ‘‘Bonds’’) at a price of 100 per cent. of their Bruntwood RB Limited. The Charging Company is a nominal amount. The Issuer’s payment obligations direct wholly-owned subsidiary of the Guarantor. The under the Bonds are irrevocably and unconditionally Issuer and the Guarantor are both direct wholly- guaranteed (the ‘‘Guarantee’’) by Bruntwood Limited. owned subsidiaries of Bruntwood Group Limited, The Bonds will be secured over a portfolio of real which is the ultimate holding company of the Group. estate held by Bruntwood RB Limited and other All references to the ‘‘Group’’ are to Bruntwood assets (the ‘‘Security’’). Group Limited and its subsidiaries taken as a whole, The Bonds are freely transferable debt instruments and all references to the ‘‘Guarantor Group’’ are to and are due to be issued by the Issuer on 24 July the Guarantor and its subsidiaries taken as a whole. 2013. The nominal amount of each Bond (being the All references to the ‘‘Group members’’ or ‘‘member of amount which is used to calculate payments made on the Group’’ are to Bruntwood Group Limited and/or each Bond) is £100. The maximum aggregate nominal any of its subsidiaries. See Section 6 (Description of amount of the Bonds to be issued will be £70,000,000 the Bruntwood Group) for further details. (i.e. 700,000 Bonds of £100 nominal amount each). The aggregate nominal amount of the Bonds to be The Bonds are not protected by the Financial Services issued will be specified in the Sizing Announcement Compensation Scheme published by the Issuer via the Regulatory News The Bonds are not protected by the Financial Service of the London Stock Exchange plc (‘‘RNS’’) Services Compensation Scheme (the ‘‘FSCS’’). As a at the end of the Offer Period. result, neither the FSCS nor anyone else will pay This Prospectus contains important information about compensation to you upon the failure of the Issuer, the Issuer, the Group, the Bonds, the Security, the the Guarantor, the Charging Company or the Group Guarantee and details of how to apply for the Bonds. as a whole. This Prospectus also describes certain risks relevant to the Issuer, the Security, the Guarantor and the Group How to apply and their business and also risks relating to an Applications to purchase Bonds cannot be made investment in the Bonds generally. You should read directly to the Issuer, the Guarantor or any other and understand fully the contents of this Prospectus member of the Group. Bonds will be issued to you in before making any investment decisions relating to accordance with the arrangements in place between the Bonds. you and your stockbroker or other financial intermediary, including as to application process, Responsibility for the information contained in this allocations, payment and delivery arrangements. You Prospectus should approach your stockbroker or other financial Each of the Issuer and the Guarantor accepts intermediary to discuss any application arrangements responsibility for the information contained in this that may be available to you. Prospectus. To the best of the knowledge of the After the closing time and date of the Offer Period, Issuer and the Guarantor (each having taken all which is expected to be 12.00 noon (London time) on reasonable care to ensure that such is the case) the 17 July 2013 or such earlier time as may be information contained in this Prospectus is in communicated by the Issuer via a RNS accordance with the facts and does not omit anything announcement, no Bonds will be offered for sale by likely to affect the import of such information. Where or on behalf of the Issuer or by or on behalf of any information has been sourced from a third party, this of the Authorised Offerors. information has been accurately reproduced and that See Section 4 (How to Apply for the Bonds) for more as far as each of the Issuer and the Guarantor is information. aware and is able to ascertain from information published by that third party, no facts have been Questions relating to this Prospectus and the Bonds omitted which would render the reproduced information inaccurate or misleading. The source of If you have any questions regarding the content of third party information is identified where used. this Prospectus and/or the Bonds or the actions you should take, you should seek advice from your Use of defined terms in this Prospectus independent financial adviser or other professional adviser before making any investment decisions. Certain terms or phrases in this Prospectus are defined in double quotation marks and subsequent 2 c108615pu010 Proof 2: 2.7.13_15:16 B/L Revision: 0 Operator DadA TABLE OF CONTENTS Section Page 1 Summary ........................................................................................................................................... 4 2 Risk Factors...................................................................................................................................... 20 3 Information about this document and the Bonds ............................................................................ 38 4 How to Apply for the Bonds............................................................................................................ 49 5 Description of Issuer......................................................................................................................... 53 6 Description of the Bruntwood Group .............................................................................................. 56 7 Selected Financial Information......................................................................................................... 71 8 Subscription and Sale ....................................................................................................................... 75 9 Taxation............................................................................................................................................ 79 10 Additional Information..................................................................................................................... 84 11 Important Legal Information ........................................................................................................... 87 Appendix Page A Terms and Conditions of the Bonds................................................................................................. 93 B Summary of Provisions Relating to the Bonds while in Global Form in the Clearing Systems ..... 113 C Glossary of Defined Terms............................................................................................................... 116 D Valuation Report .............................................................................................................................. 119 E Financial Statements......................................................................................................................... F-1 3 c108615pu010 Proof 2: 2.7.13_15:16 B/L Revision: 0 Operator DadA 1 SUMMARY The following is a summary of information relating to the Issuer, the Guarantor and the Bonds. 4 c108615pu010 Proof 2: 2.7.13_15:16 B/L Revision: 0 Operator DadA SUMMARY Summaries are made up of disclosure requirements known as ‘‘Elements’’. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘Not applicable’. Section A – Introduction and warnings A.1 This summary must be read as an introduction to this Prospectus. Any decision to invest in the Bonds should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EU Member States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the
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