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HASTOE CAPITAL PLC (Incorporated in England and Wales with Limited Liability Under the Companies Act 2006, Registered Number 7977629) £100,000,000 5.60 Per Cent

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HASTOE CAPITAL PLC (Incorporated in England and Wales with Limited Liability Under the Companies Act 2006, Registered Number 7977629) £100,000,000 5.60 Per Cent HASTOE CAPITAL PLC (Incorporated in England and Wales with limited liability under the Companies Act 2006, registered number 7977629) £100,000,000 5.60 per cent. Secured Bonds due 2042 Issue Price: 99.597 per cent. The £100,000,000 5.60 per cent. Secured Bonds due 2042 (the Bonds) are issued by Hastoe Capital plc (the Issuer). Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) for the Bonds to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc (the London Stock Exchange) for the 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 Directive 2004/39/EC (the Markets in Financial Instruments Directive). An investment in the 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 Bonds will be advanced by the Issuer to Hastoe Housing Association Limited (the Borrower) pursuant to a bond loan agreement between the Borrower and the Issuer to be dated on or around the Issue Date (the Loan Agreement) to be applied in accordance with the Borrower's objects. The Original Commitment (as defined in the Loan Agreement) may be drawn in one or more drawings, each in a principal amount up to an amount which corresponds to the Minimum Value of the NAB Charged Properties multiplied by the Issuer's Security Percentage (each as defined below) (in each case, as at the date of such drawing) less the principal amount of all previous drawings in respect of the Original Commitment. For so long as insufficient security has been granted by the Borrower in favour of the Issuer and the Security Trustee to permit the drawing of the Original Commitment in full or the Borrower has not otherwise drawn any part of the Original Commitment, the amount of the Original Commitment that remains undrawn 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 Original Commitment on the Issue Date, the Retained Proceeds at that date shall be the entire amount of the Original Commitment. Any Retained Proceeds 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 as NAB Charged Properties and allocated as part of the Issuer's Apportioned Part and, if applicable, subject to the issue by the Issuer of further Bonds. Interest on the Bonds is payable semi-annually in arrear in equal instalments on 27th March and 27th September in each year at the rate of 5.60 per cent. per annum, commencing on 27th September, 2012, as described in Condition 7 (Interest). Payments of principal of, and interest on, the 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 their principal amount 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 date to that of the Bonds and (ii) 0.20 per cent., together with accrued interest (or, in respect of a prepayment of the Loan following an event of default thereunder, at their principal amount, together with accrued interest). The Bonds will also be redeemed (a) at their principal amount, plus accrued interest in the event of a mandatory prepayment of the Loan following the Borrower ceasing to be a Registered Provider of Social Housing (other than if the Borrower regains its status as a Registered Provider of Social Housing within 180 days) or the Loan becoming repayable as a result of a Borrower Default (as defined in the Loan Agreement) or (b) at their principal amount, plus accrued interest, in full in the event of any withholding or deduction on account of United Kingdom taxes being required and the Issuer not opting to pay (or if, having so opted to pay, the Issuer has notified the Bond Trustee (as defined below) of its intention to cease to pay) additional amounts in respect of such withholding or deduction. Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on 27th March, 2042 (the Maturity Date). The Borrower has been assigned a credit rating of "Aa3", and it is expected that the Bonds will also be rated "Aa3", by Moody's Investors Service Limited (Moody's). 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. As of the date of this Prospectus, Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. The Bonds will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The Bonds will initially be represented by a temporary global bond (the Temporary Global Bond), without interest coupons, which will be deposited on or about 27th March, 2012 (the Closing Date) with a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (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, the Global Bonds), without interest coupons, on or after 6th May, 2012 (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 Bonds and Summary of Provisions relating to the Bonds while in Global Form". Joint Bookrunners RBC Capital Markets Santander Global Banking & Markets The date of this Prospectus is 21st March, 2012. This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive). 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. The figures relating to the Nationwide House Price Index referred to in the risk factor entitled "Housing Market Downturn Risk" in the section "Risk Factors" was obtained from www.nationwide.co.uk/hpi/. The Issuer confirms that such information has been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by Nationwide, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Borrower accepts responsibility for the information contained in the sections "Description of the Hastoe Group and the Borrower" and "Financial Information of the Borrower" and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Borrower also accepts responsibility for the information contained in this Prospectus relating to the security created pursuant to the Fixed Charges (as defined below) and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Savills (L&P) Ltd (the Valuer) accepts responsibility for the information contained in the section "Valuation Report" and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Save for the Issuer, the Borrower and the Valuer, no other person has independently verified any information contained herein. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by either Banco Santander, S.A. or RBC Europe Limited (the Joint Bookrunners) or Prudential Trustee Company Limited (the Bond Trustee) as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds. Neither the Joint Bookrunners nor the Bond Trustee accepts any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the issue of the Bonds.
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