BPHA FINANCE PLC (incorporated in England and Wales with limited liability under the Companies Act 2006, registered number 8926923) £150,000,000 4.816 per cent. Secured Bonds due 2044 (to be consolidated and form a single series with the £200,000,000 4.816 per cent. Secured Bonds due 2044) Issue Price: 120.755 per cent. (plus 6 days' accrued interest in respect of the period from and including 11 October 2018 to but excluding the New Bond Issue Date (as defined below) at a rate of 4.816 per cent. per annum) The £150,000,000 4.816 per cent. Secured Bonds due 2044 (the New Bonds) are issued by bpha Finance plc (the Issuer). The New Bonds have the same terms and conditions as, and will be consolidated and form a single series and rank pari passu with, the £200,000,000 4.816 per cent. Secured Bonds due 2044 (the Existing Bonds and, together with the New Bonds, the Bonds) issued by the Issuer on 11 April 2014. Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for the New Bonds to be admitted to the Official List of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for the New Bonds to be admitted to trading on the London Stock Exchange's regulated market. The London Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, MiFID II). An investment in the New Bonds involves certain risks. For a discussion of these risks see "Risk Factors". Subject as set out below, the net proceeds from the issue of the New Bonds (other than a sum equivalent to 6 days' accrued interest (the Retained Accrued Interest) which will be retained by the Issuer), or in the case of £75,000,000 in principal amount of the New Bonds (the New Retained Bonds) which will be immediately purchased by the Issuer on the New Bond Issue Date the net proceeds of the sale of the New Bonds to a third party (after deduction of expenses payable by the Issuer), will be advanced by the Issuer to bpha Limited (the Borrower) pursuant to a bond loan agreement between the Borrower and the Issuer dated 11 April 2014 (the Original Loan Agreement) as supplemented by a supplemental bond loan agreement to be dated the New Bond Issue Date (the Supplemental Loan Agreement and, together with the Original Loan Agreement, the Loan Agreement) to be applied in accordance with the Borrower's charitable objects. The New Funded Commitment (as defined in the Supplemental Loan Agreement) may be drawn in one or more drawings, each in a principal amount up to an amount which corresponds to (a) the sum of (i) the Minimum Value of the Existing Properties (as defined below) and (ii) the Minimum Value of any additional Properties (as defined below) which have been charged in favour of the Security Trustee (as defined below), and allocated for the benefit of the Issuer, (the Additional Properties), less (b) the principal amount of all previous drawings in respect of the Funded Commitment (as defined below). For so long as insufficient security has been granted by the Borrower in favour of the Security Trustee and allocated for the benefit of the Issuer to permit the drawing of the New Funded Commitment in full or the Borrower has not otherwise drawn any part of the New Funded Commitment, the amount of the New Funded Commitment that remains undrawn (other than the Retained Accrued Interest (as defined below)) shall be retained in a charged account (the Initial Cash Security Account) of the Issuer in accordance with the terms of the Account Agreement (and may be invested in Permitted Investments (as defined below)) (the Retained Proceeds). For the avoidance of doubt, in the event that the Borrower has not drawn any part of the New Funded Commitment on the New Bond Issue Date, the Retained Proceeds at that date shall be the entire amount of the New Funded Commitment. Any Retained Proceeds (including any net sale proceeds from a sale by the Issuer of New Retained Bonds (less any Retained Bond Premium Amount (as defined below) once received by the Issuer) and any net issue proceeds from a further issue of Bonds pursuant to Condition 19 (Further Issues)) shall be advanced to the Borrower at a later date pursuant to the Loan Agreement, to the extent that Properties of a corresponding value have been charged in favour of the Security Trustee and allocated for the benefit of the Issuer and, if applicable, subject to the sale by the Issuer of Retained Bonds and/or the issue by the Issuer of further Bonds. Interest on the New Bonds is payable semi-annually in arrear in equal instalments on 11 April and 11 October (each an Interest Payment Date) in each year at the rate of 4.816 per cent. per annum, commencing on 11 April 2019, as described in Condition 7 (Interest). Payments of principal of, and interest on, the New Bonds will be made without withholding or deduction on account of United Kingdom taxes unless required by law. In the event that any such withholding or deduction is so required, the Issuer may opt to gross up payments due to the Bondholders in respect thereof as described in Condition 10 (Taxation). The Bonds may be redeemed at any time upon the prepayment by the Borrower of the loan (the Loan) in whole or in part in accordance with the terms of the Loan Agreement at the higher of par and an amount calculated by reference to the sum of (i) the yield on the relevant outstanding United Kingdom government benchmark gilt having the nearest maturity to that of the Bonds and (ii) 0.50 per cent., together with accrued 1 interest. The Bonds will also be redeemed in full at their principal amount, plus accrued interest, in the event of a mandatory prepayment of the Loan following the Loan becoming repayable as a result of a Borrower Default (as defined in the Original Loan Agreement) or in the event of any withholding or deduction on account of United Kingdom taxes being required and the Issuer not opting to pay (or having so opted to pay has notified the Bond Trustee (as defined below) of its intention to cease to pay) additional amounts in respect of such withholding or deduction. In addition, Bondholders shall have the option to require the Issuer to procure that a member of the Borrower Group (as defined below) purchases its Bonds at their principal amount, plus an amount equal to accrued interest, subject to and in accordance with Condition 9.5 (Bondholder Put Option) following the Borrower ceasing to be a Registered Provider of Social Housing for 180 consecutive days. Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on 11 April 2044 (the Maturity Date). The Borrower has been assigned a credit rating of "A+" by S&P Global Ratings Europe Limited (S&P), and it is expected that the New Bonds will also be rated "A+" by S&P. These ratings may not reflect the potential impact of all risks related to the structure, market and other factors that may affect the value of the New Bonds. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating- agencies/risk) in accordance with the CRA Regulation. The New Bonds will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The New Bonds will initially be represented by a temporary global bond (the Temporary Global Bond), without interest coupons, which will be deposited on or about 17 October 2018 (the New Bond Issue Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the Permanent Global Bond and, together with the Temporary Global Bond and the permanent global bond representing the Existing Bonds, the Global Bonds), without interest coupons, on or after 26 November 2018 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Bond will be exchangeable for definitive Bonds only in certain limited circumstances. See "Form of the New Bonds and Summary of Provisions relating to the New Bonds while in Global Form". Joint Bookrunners BARCLAYS BANK LLOYDS BANK CORPORATE MARKETS The date of this Prospectus is 15 October 2018 2 This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive. When used in this Prospectus, Prospectus Directive means Directive 2003/71/EC (as amended or superseded). The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.