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Alpha Plus Holdings Plc

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Alpha Plus Holdings Plc PROSPECTUS DATED 26 November 2012 ALPHA PLUS HOLDINGS PLC (incorporated with limited liability in England and Wales with registered number 04418776) 5.75 per cent. Secured Sterling Bonds due December 2019 secured over a portfolio of real estate and other assets of Alpha Plus Holdings plc and certain of its subsidiaries Issue Price: 100 per cent. The 5.75 per cent. Secured Sterling Bonds due December 2019 (the “Bonds”) of Alpha Plus Holdings plc (the “Company”) are proposed to be issued on 18 December 2012 (the “Issue Date”). The maximum aggregate principal amount of Bonds that will be issued by the Company is £55 million. The aggregate principal amount of Bonds to be issued within this range will be determined following a process of “bookbuilding” by the Manager as described under “Subscription and Sale”, and will be set forth in an announcement which will be published by the Company by Regulatory Information Service (expected to be the Regulatory News Service operated by the London Stock Exchange) on or about 11 December 2012 (the “Sizing Announcement”). The Bonds will rank pari passu without any preference among themselves. The Bonds will be secured by way of a first legal mortgage over a portfolio of real estate assets of certain of the Company’s subsidiaries, a first fixed charge over cash, cash equivalents and other assets of the Company and certain of its subsidiaries. The Bonds will also have the benefit of a limited negative pledge. See “Terms and Conditions of the Bonds - Status of the Bonds and Coupons and – Security; Negative Pledge”. The Bonds will not be rated by any rating agency. Interest on the Bonds is payable in equal instalments in arrear on 18 June and 18 December in each year. The Bonds mature on 18 December 2019 (the “Maturity Date”). The Bonds are subject to redemption in whole, at their principal amount together with accrued interest, at the option of the Company, at any time in the event of certain United Kingdom tax changes. The Bonds may also be redeemed in whole by the Company, at its option, at any time at a price which shall be the higher of their principal amount and an amount calculated by reference to the yield of the relevant United Kingdom Government Treasury Stock plus a margin of 0.5 per cent., together with accrued interest. See “Terms and Conditions of the Bonds - Redemption and Purchase”. Application will be made after the publication of the Sizing Announcement to the Financial Services Authority (the “FSA”) in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FSMA”) (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 “Market”) and through the electronic order book for retail bonds (the “ORB”) of the London Stock Exchange. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (“MiFID”). The denomination of the Bonds shall be £100. The Bonds will initially be represented by a global Bond (the “Global Bond”), without interest coupons, which will be deposited with a common depository on behalf of Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and Euroclear Bank SA/NV (“Euroclear”) on or about the Issue Date. The Global Bond will be exchangeable for definitive Bonds in bearer form in the denomination of £100 not less than 60 days following the request of the holder in the limited circumstances set out in it. See “Summary of Provisions relating to the Bonds while represented by the Global Bond”. AN INVESTMENT IN THE BONDS INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS”. Manager Canaccord Genuity Limited IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the “Prospectus Directive”). The Company accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company (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. In the context of any offer of securities that is not within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended, (a “Public Offer”), the Company accepts responsibility, in the United Kingdom, for the content of this Prospectus in relation to any person (an “Investor”) to whom an offer of any Bonds is made by Canaccord Genuity Limited or any financial intermediary where the offer is made pursuant to the conditions in the following paragraph (Canaccord Genuity Limited and any such financial intermediary, each an “Authorised Distributor”). However, neither the Company nor the Manager has any responsibility for any of the actions of any Authorised Distributor, including compliance by an Authorised Distributor with applicable conduct of business rules or other local regulatory requirements or other securities law requirements in relation to such offer. The Company consents to the use of this Prospectus in connection with a Public Offer of any Bonds during the period commencing from, and including, 26 November 2012 until 12 (noon) (London time) on 11 December 2012 or such earlier time or date as may be agreed between the Company and the Manager and announced via a Regulatory Information Service (the “Offer Period”) in the United Kingdom by any financial intermediary who satisfies the following conditions, that it: (a) is a “qualified investor” for the purposes of the Prospectus Directive and an “investment professional” for the purposes of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; (b) is authorised to make such offers under MiFID; (c) acts in accordance with all applicable laws, rules, regulations and guidance of any applicable regulatory bodies (the “Rules”) in connection with the offering and/or sale of, or the solicitation of interest in, the Bonds, including, but without limiting the generality thereof, the Rules published by the FSA (including its guidance for distributors in “The Responsibilities of Providers and Distributors for the Fair Treatment of Customers”) from time to time including, without limitation and in each case, Rules relating to both the appropriateness or suitability of any investment in the Bonds by any person and disclosure to any potential investor of certain monetary or non-monetary benefits paid and/or received in connection with the offering and/or the sale of the Bonds (if applicable); (d) immediately gives notice to the Company if at any time such Authorised Distributor becomes aware or suspects that they are or may be in violation of any Rules or the terms of this paragraph, and takes all appropriate steps to remedy such violation and comply with such Rules and this paragraph in all respects; (e) complies with the restrictions set out under “Subscription and Sale” in this Prospectus which would apply as if it were the Manager; (f) ensures that any fee (and any commissions or benefits of any kind) received or paid by that financial intermediary in relation to the offer or sale of the Bonds does not violate the Rules and is fully and clearly disclosed to investors or potential investors; (g) holds all licences, consents, approvals and permissions required in connection with solicitation of interest in, or offers or sales of, the Bonds under the Rules, including authorisation under the FSMA; (h) complies with and takes appropriate steps in relation to applicable anti-money laundering, anti-bribery, prevention of corruption and “know your client” Rules and policies provided by the Company and/or the Manager and does not permit any application for Bonds in circumstances where the financial intermediary has any suspicions as to the source of the application monies; ii (i) retains investor identification records for at least the minimum period required under applicable Rules, and shall, if so requested, make such records available to the Manager and the Company or directly to the appropriate authorities with jurisdiction over the Company and/or the Manager in order to enable the Company and/or the Manager to comply with anti-money laundering, anti-bribery and “know your client” Rules applying to the Company and/or the Manager; (j) does not, directly or indirectly, cause the Company and/or the Manager to breach any Rule or subject the Company or the Manager to any requirement to obtain or make any filing, authorisation or consent in any jurisdiction; and (k) does not give any information other than that contained in this Prospectus (as may be supplemented by the Company from the date of this Prospectus until the later of the issue of the Bonds or admission of the Bonds to trading on the London Stock Exchange’s regulated market and through the ORB) or make any representation in connection with the offering or sale of, or the solicitation of interest in, the Bonds. For the Public Offer Jurisdictions (as defined in “Subscription and Sale”) outside the United Kingdom (being Jersey, Guernsey and the Isle of Man), the Company consents to the use of this Prospectus in connection with an offer of any Bonds by any financial intermediary that satisfies the equivalent of conditions (a) to (k) applicable in those jurisdictions or as otherwise agreed by the Company. Any Authorised Distributor who wishes to use this Prospectus in connection with a Public Offer is required, for the duration of the Offer Period, to publish on its website that it is using this Prospectus for such Public Offer in accordance with the consent of the Company and the conditions attached thereto.
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