This Document Is Important and Requires Your Immediate Attention

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to what action you should take, you should consult an independent professional adviser authorised under the Financial Services and Markets Act 2000 (“ FSMA ”), if you are in the UK, or who is duly authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1-3) or the Investment Intermediaries Act 1995 (as amended), if you are resident in the Republic of Ireland, or, if not resident in the UK or in the Republic of Ireland, another appropriately authorised independent financial adviser who specialises in advising on the acquisition of shares and other securities.

The whole of this Document should be read. Investment in the Bonds involves a degree of risk and may not be suitable for all recipients of this Document. Prospective investors should consider carefully whether an investment in the Bonds is suitable for them in the light of their personal circumstances. Investors may lose some or all of their investment if the Company is unable to pay the interest or principal of the Bond, although a secured cash deposit equivalent to the nominal amount of the Bonds held by investors and interest payable will be made available to draw on in such circumstances.

This document (the “ Base Admission Document ” or the “ Document ”) has been drawn up to comply with the requirements of the NEX Exchange Growth Market – Rules for Issuers (“ NEX Exchange Rules ”) and has been prepared in connection with the proposed application for admission of bonds issued and to be issued by Belvedere Leisure Resorts plc (“ Company ”). This Document does not constitute an offer to the public within the meaning of sections 85 and 102B of FSMA. This Document is not an approved prospectus for the purposes of and as defined in section 85 of FSMA, it has not been prepared in accordance with the Prospectus Rules published by the Financial Conduct Authority (“ FCA ”) and its contents have not been approved by the FCA or any other authority which could be a competent authority for the purposes of the Prospectus Regulation (2017/1129) . Further, the contents of this Document have not been approved by an authorised person for the purposes of section 21 of FSMA.

The Directors of the Company, whose names are set out on page 5 of this Document (each, a “ Director ” and collectively, the “Directors ”), accept full responsibility collectively and individually for the information contained in this Document including the Company’s compliance with the NEX Exchange Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and there is no other material information the omission of which is likely to affect the import of such information. In addition, the Directors of the Guarantor accept full responsibility collectively and individually for the information contained in this Document regarding the Guarantor. To the best of the knowledge and belief of the Directors of the Guarantor (who have taken all reasonable care to ensure that such is the case) the information contained in this Document concerning the Guarantor is in accordance with the facts and there is no other material information the omission of which is likely to affect the import of such information.

The NEX Exchange Growth Market, which is operated by NEX Exchange Limited (“NEX Exchange”), a Recognised Investment Exchange, is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. It is not classified as a Regulated Market under EU financial services law and NEX Exchange Growth Market securities are not admitted to the Official List of the United Kingdom Listing Authority. Investment in an unlisted company is speculative and involves a higher degree of risk than an investment in a listed company. The value of investments can go down as well as up and investors may not get back the full amount originally invested. An investment should therefore only be considered by those persons who are prepared to sustain a loss on their investment. A prospective investor should be aware of the risks of investing in NEX Exchange Growth Market securities and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

Belvedere Leisure Resorts plc is required by NEX Exchange to appoint a NEX Exchange Corporate Adviser to apply on its behalf for admission to the NEX Exchange Growth Market and must retain a NEX Exchange Corporate Adviser at all times. The requirements for a NEX Exchange Corporate Adviser are set out in the Corporate Adviser Handbook and the NEX Exchange Corporate Adviser is required to make a declaration to NEX Exchange in the form prescribed by Appendix B of the Corporate Adviser Handbook. This Base Admission Document has not been examined or approved by NEX Exchange or the FCA.

Belvedere Leisure Resorts PLC (Incorporated in England and Wales under the Companies Act 2006 with Registered Number 11976912)

£25,000,000 6.25 per cent. Secured Bonds Programme

NEX Exchange Corporate Adviser Alfred Henry Corporate Finance Limited

Alfred Henry Corporate Finance Limited (“ Alfred Henry ”), which is authorised and regulated by the Financial Conduct Authority, is the Company’s NEX Exchange Corporate Adviser for the purposes of this Base Admission Document and Admission. Alfred Henry has not made its own enquiries except as to matters which have come to its attention and on which it considered it necessary to satisfy itself and accepts no liability whatsoever for the accuracy of any information or opinions contained in this Document, or for the omission of any material information, for which the Directors are solely responsible. Alfred Henry is acting for the Company and no one else in relation to the arrangements proposed in this Document and will not be responsible to anyone other than the Company for providing the protections afforded to Alfred Henry’s clients or for providing advice to any other person on the content of this Document.

OVERSEAS BONDHOLDERS

This Document does not constitute an offer to sell, or a solicitation to buy, Bonds in any jurisdiction in which such offer or solicitation is unlawful. In particular, this Document is not, subject to certain exceptions, for distribution in or into the United States, China Canada, Australia, the Republic of South Africa or Japan. The Bonds have not been nor will be registered under the United States Securities Act of 1933, as amended, nor under the securities legislation of any state of the United States or any province or territory of China, Canada, Australia, the Republic of South Africa or Japan or in any other country, territory or possession. Accordingly, the Bonds may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States, China, Canada, Australia, the Republic of South Africa or Japan or to any national, citizen or resident of the United States, China, Canada, Australia, the Republic of South Africa or Japan. The distribution of this Document in certain jurisdictions may be restricted by law. No action has been taken by the Company or Alfred Henry Corporate Finance Limited that would permit a public offer of Bonds or possession or distribution of this Document where action for that purpose is required. Persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Holding Bonds may have implications for overseas Bondholders under the laws of the relevant overseas jurisdictions. Overseas Bondholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Bondholder to satisfy himself or herself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

FORWARD-LOOKING STATEMENTS

This Document contains forward-looking statements. These statements relate to the Company’s future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “believe”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those variations or comparable expressions, including references to assumptions. These statements are primarily contained in the part of this Document entitled “Information on the Company and Group” beginning on page 9.

The forward-looking statements in this Document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks to and uncertainties for the Company and the Group are specifically described beginning on page 18 of this Document in the heading entitled “Risk Factors”. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s and /or the Group’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

These forward-looking statements are made only as at the date of this Document. Neither the Directors nor the Company undertake any obligation to update forward-looking statements or Risk Factors other than as required by law or the NEX Exchange Rules whether as a result of new information, future events or otherwise. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions in relation to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Dated 4 December 2019

TABLE OF CONTENTS

PART I – THE BOND PROGRAMME ...... 4 PART II - DIRECTORS, SECRETARY AND ADVISERS ...... 5 PART III - INFORMATION ABOUT THE BONDS ...... 6 PART IV - INFORMATION ON THE COMPANY AND GROUP ...... 9 PART V – RISK FACTORS ...... 18 PART VI – ADDITIONAL INFORMATION ABOUT THE COMPANY ...... 25 PART VII – ADDITIONAL INFORMATION ABOUT THE GUARANTOR ...... 35 PART VIII – TERMS AND CONDITIONS OF THE BONDS ...... 41 PART IX – FORM OF PRICING SUPPLEMENT ...... 54 PART X – DEFINITIONS ...... 58

APPENDIX I HISTORICAL FINANCIAL INFORMATION OF THE COMPANY FOR THE PERIOD FROM INCORPORATION ON 2 MAY 2019 TO 30 JUNE 2019

APPENDIX II HISTORICAL FINANCIAL INFORMATION OF BELVEDERE LEISURE PARK LIMITED FOR THE 2 YEARS ENDED 30 MARCH 2019

PART I – THE BOND PROGRAMME

1. INTRODUCTION

Under the 6.25% secured bond programme described in this Base Admission Document (the “Bond Programme ”), Belvedere Leisure Resorts plc may from time to time issue secured bonds (“ Bonds ”) on the terms set out herein, as completed in the pricing supplement (each, a “ Pricing Supplement ”). The aggregate nominal amount of Bonds outstanding is not anticipated at any time to exceed £25,000,000.

The Bonds will be issued at par in Tranches (as defined in “ Terms and Conditions of the Bonds ”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest). The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, first payment of interest and principal amount of the Tranche, will be identical to the terms of the other Tranches of the same Series) will be completed in the Pricing Supplement.

In relation to the Pricing Supplement for any Tranche of Bonds, this Base Admission Document must be read and construed together with the relevant Pricing Supplement.

2. SUMMARY OF USE OF PROCEEDS

The Company will use substantially all of the net proceeds of the issue of the Bonds towards the development of a leisure park in South West Scotland. Further details of the Company’s and its corporate parent’s (together “ the Group ”) business plan, including the Group’s overall growth strategy, are set out in Part IV of this Document.

Further details of the use of net proceeds, including use of the net proceeds of the First Tranche of Bonds (which proceeds will satisfy the professional fees and associated costs associated with this Base Admission Document), are set out beginning on page 13 of this Document under the heading “Subscription and Use of Proceeds”.

3. FORM OF BONDS AND TRANSFERABILITY

The Bonds will be represented by definitive certificates on issue and will be freely transferable. The Company has made arrangements for the electronic settlement of transactions in the Bonds through the CREST electronic system.

4. SECURITY

The Bonds shall be secured by a first, fixed charge over (inter alia) all future real estate and goodwill and a floating charge over the whole of the Company’s respective assets and undertakings not otherwise subject to a fixed charge in favour of the Trustee .

5. GUARANTEE

The Company’s corporate parent, namely, Belvedere Leisure Park Limited, has provided a guarantee of the Company’s obligations under the Bonds. The terms of the Guarantee are described in the section of this Document entitled “Description of the Guarantee”, which begins on page 35.

6. RELATIONSHIP TO PROSPECTUS DIRECTIVE

For the avoidance of doubt, this Document has not been approved by the FCA as a competent authority for the purposes of Regulation (2017/1129), as amended (the “ Prospectus Regulation ”).Nor does this Document comprise a base prospectus for the purposes of Article 8 of the Prospectus Regulation.

Application has been made to the NEX Exchange for the Bonds to be admitted for trading on the NEX Exchange Growth Market.

4 PART II - DIRECTORS, SECRETARY AND ADVISERS

Directors Alan McNamara (Executive Director) Paul Brazewell (Executive Director) Kenneth James Gribben (“Ken”) Hillen (Independent Non-Executive Director) Christopher Eddlestone (Independent Non-Executive Director)

Registered Office 53 King Street, Manchester M2 4LQ

NEX Exchange Corporate Alfred Henry Corporate Finance Limited Adviser Finsgate 5-7 Cranwood Street London EC1V 9EE

Auditors KJG LLP 1 City Rd E, Manchester M15 4PN

Reporting Accountants Jeffreys Henry LLP Finsgate 5-7 Cranwood Street London EC1V 9EE

Legal Advisers to the Druces LLP Company as to English Law Salisbury House London Wall London EC2M 5PS

Legal Advisers to the Thorntons Law LLP Company as to Scottish Law Citypoint 65 Haymarket Terrace Edinburgh EH12 5HD

Registrars Avenir Registrars Limited 5 St John's Lane Farringdon London EC1M 4BH

Security Trustee NCM Fund Services Limited 7 Melville Crescent, Edinburgh EH3 7JA

Market Maker Thomas Grant &Company Limited 40a Friar Lane Leicester LE1 5RA

5 PART III - INFORMATION ABOUT THE BONDS

The overview below describes the principal terms of the Bonds and is qualified in its entirety by the detailed information appearing elsewhere in this Document and, in particular, the ‘‘Terms and Conditions of the Bonds’’ contained in Part VIII of this Document. Potential purchasers of the Bonds are urged to read this Document in its entirety. Terms used in this overview and not otherwise defined shall have the meanings given to them in the Terms and Conditions of the Bonds. If you have any questions, you should seek advice from your independent financial adviser or other professional adviser before deciding to invest:

The Bonds are debt instruments issued by the Issuer and guaranteed by the Guarantor. The Bonds will be subject to the ‘‘Terms and Conditions What are the Bonds? of the Bonds’’ which are set out in Part VIII, as completed by the relevant Pricing Supplement.

Issuer The Bonds will be issued by Belvedere Leisure Resorts plc

First Tranche of £107,000 aggregate principal amount of 6.25 per cent. guaranteed, Bonds to be secured sterling Bonds (the Bonds). Issued

Issue Date 5 December 2019 (being the date of Admission).

Maturity Date Five years from date of issue.

Issue Price 100 per cent.

Net proceeds of First £106,000 Bond Tranche

The Bonds will bear interest at a rate of 6.25 per cent per annum. Interest Rate

Interest will be payable bi-annually in arrears on 30 September and 31 Interest Payment Dates March in each year, commencing 12 months from the issue of the First Tranche.

The Bonds will be issued in registered form in denominations of £1 and Form and Denomination integral multiples of £1 in excess thereof.

The obligations of the Company in respect of both interest and principal and any other monies payable by the Issuer on or in respect of the Bonds is irrevocably and unconditionally guaranteed by Belvedere Leisure Park Limited. The obligations of the Guarantor in respect of such guarantees are secured and, except as may be provided by applicable legislation or Guarantor judicial order, will rank ahead of all other unsecured and unsubordinated obligations of the Guarantor. Investors should understand that the Trustee’s ability to recover funds under the Guarantee if the Company is unable to meet its obligations to pay the interest or principal of the Bonds, is wholly dependent on the continued solvency of the Guarantor.

6 The Company is a special purpose company which is a wholly-owned subsidiary of the Guarantor and which was established to raise money for use by the Company to expand the business of the Group, as described in the Document.

Relationship between the The Guarantor is a holding company. It is the parent of the Group. The Company, the Guarantor development will be carried out by the Guarantor. Once operational, the and the Group Group’s revenue is principally relied upon by way of the leisure park’s performance from which the Guarantor will receive a share of income. Other revenue can be generated for the Guarantor by way of lodge sales and sale of freehold.

A chart illustrating the Group structure at the date of this Document is set out in section 11 of Part IV of this Document.

The Bonds constitute direct, general and unconditional obligations of the Issuer and shall at all times rank pari passu and without any preference Status among themselves. A first fixed charge over (inter alia) all future real estate and goodwill and a floating charge over the whole of each company’s respective assets and undertakings not otherwise subject to a fixed charge in favour of the Trustee.

The Issuer shall not, so long as any Bond remains outstanding, create or permit to subsist any encumbrance (unless arising by operation of Negative Pledge law) or other security interest whatsoever over any of its assets or undertaking without the prior written consent of the Trustee. The same restrictions apply to the Guarantor.

The Bonds will have the benefit of a cross acceleration provision subject to a threshold of £0.5 million such that if there is any default in relation Cross to the loan entered into between the Company and the Guarantor that Acceleration will act as an acceleration event allowing action to be taken by the Security Trustee on behalf of Bondholders.

Events of Default under the Bonds include: non-payment of principal or interest under the Bonds (as regards interest, upon expiry of a grace period); breach of the covenants and other terms contained in the Conditions; cross-acceleration of any indebtedness of the Issuer or the Guarantor subject to a threshold of £0.5 million (or its equivalent in any other currency); enforcement proceedings against the Issuer, insolvency Events of Default events or winding-up relating to the Issuer, the Guarantor, or should the Issuer cease to be a wholly owned subsidiary of the Guarantor. In addition, Trustee certification that certain events would, in the Trustee’s opinion, be materially prejudicial to the interests of the holders of the Bonds is required before certain events will be deemed to constitute Events of Default. Full details are set out in Section B, Paragraph 8 under Part VIII (Events of Default).

7 There are certain factors that may affect the Issuer’s and the Guarantor’s ability to fulfil their respective obligations under the Bonds. Certain of these factors are set out under ‘‘Risk Factors’’ below and include, among Risk Factors others, risks relating to regulatory and legislative changes, market, liquidity and legal risks and the general economic situation. In addition, there are certain factors in relation to assessing the risks associated with holding the Bonds.

The Trustee may, without the consent of the Bondholders, agree to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Bonds, the Trust Deed or the conditions of the Bonds, which is, in the opinion of the Trustee, of Modification and a formal, minor or technical nature or is made to correct a manifest or Waiver proven error, or which, in the opinion of the Trustee, is not materially prejudicial to the interests of the Bondholders in the circumstances and subject to the conditions described in Section B, Paragraph 13 of Part VIII (Modification and Waiver).

The net proceeds of the issue of the Bonds will be used by the Issuer to acquire, develop and operate leisure parks, including the repayment of Use of Proceeds existing borrowings and the payment of professional and operational costs. Further details are set out in section 2 of Part I.

Avenir Registrars Limited 5 St John's Lane Paying Agent Farringdon London EC1M 4BH

NCM Fund Services Limited 7 Melville Crescent Trustee Edinburgh EH3 7JA

Application has been made to NEX Exchange for the First Tranche of Bonds to be admitted to trading on the NEX Exchange Growth Market, Listing and and applications will be made to admit all subsequent Tranches, as well. Trading There are no assurances that the Bonds will be admitted to the NEX Exchange Growth Market.

Governing Law The Bonds and the Trust Deed will be governed by the laws of England.

Clearing CREST/Euroclear UK & Ireland

Credit Ratings None

INFORMATION CONTAINED IN THIS DOCUMENT MUST BE CONSIDERED IN CONJUNCTION WITH THE TRUST DEED.

8 PART IV - INFORMATION ON THE COMPANY AND GROUP

1. INTRODUCTION TO THE COMPANY

The Company is a newly formed public limited company incorporated in England and Wales on 2 May 2019 and is a wholly-owned subsidiary of Belvedere Leisure Park Limited. At the date of this Document, the Company has not commenced trading.

Belvedere Leisure Park Limited is a holding company, established in 2015, that owns Barncrosh Farm, Bridge of Dee, Castle Douglas, Dumfries & Galloway, Scotland, DG7 1TX, and full planning permission (171800/FUL) is in place to install a lodge park resort comprising of 444 luxury holiday lodges with four star central facilities and all other required facilities set amongst 109 acres just 15 minutes from the coast of South West Scotland, in one of the UKs most unspoilt areas of natural beauty (the “ Landal Belvedere Site ”). This is the first purpose built Landal GreenParks UK Limited (“LGP ” or “Landal GreenParks” ) resort in the UK and will be a flagship resort for Awaze Limited (“ AZ ”), who is the parent Company of Landal GreenParks. AZ is Europe’s leading managed vacation rentals group with over 110,000 accommodation choices in 36 countries handling over 8 million holidaymakers each year.

The Bond will attract interest at a rate of 6.25 per cent, payable bi-annually in arrears, commencing 12 months from the issue of the First Tranche.

2. RELATIONSHIP BETWEEN THE COMPANY AND BELVEDERE LEISURE PARK LIMITED

The Company is a wholly owned subsidiary of Belvedere Leisure Park Limited.

Belvedere Leisure Park Limited has no other subsidiaries.

The Company was established solely for the purpose of the issue of bonds and securities, which are guaranteed by Belvedere Leisure Park Limited. The proceeds of the bonds will be loaned by the Company to the Belvedere Leisure Park Limited under the terms of a development loan facility, to enable Belvedere Leisure Park Limited to complete its development of the Landal Belvedere Site and to enable full maturity. Board constitution will comprise two executive directors and a further two non-executive directors have been appointed to ensure oversight and good governance in relation to the issuance and the deployment of bond proceeds.

3. BACKGROUND AND HISTORY OF BELVEDERE LEISURE PARK LIMITED

The Landal Belvedere Site is registered in Scotland under title numbers KRK8500 and KRK8971 and was acquired by Belvedere Leisure Park Limited in 2017, which then applied for, and received planning permission for 444 Holiday Lodges, a modular sales suite, bar and restaurant (under planning reference 171800/FUL).

A 25 year management and marketing services contract (the “ LB Contract ”) has been signed between Belvedere Leisure Park Limited and LGP, part of AZ; whose brands include Hoseasons, Novasol, Cottages.com and James Villas, and who are one of Europe’s leading resort operators with LGP having over 90 locations across 10 European countries. AZ were acquired in 2018 by global private equity firm, Platinum Equity, for a sum in the region of $1.3bn. One of AZ’s objectives is to increase the presence of LGP in the UK. It is anticipated that the Landal Belvedere Site will become the UK flagship resort not just for LGP but for AZ. AZ have identified a gap in the UK market which it believes represents a great fit and opportunity for LGPs brand and key selling points. The brands within AZ include LGP and Hoseasons, the UK’s largest provider of self-catering holidays having been established for over 70 years, providing a wealth of experience and expertise making this Europe’s leading managed vacation rentals group.

Landal GreenParks have found that rural lodge style retreats and short breaks have grown exponentially in popularity in their parks. Landal GreenParks B.V. and it’s UK subsidiary, LGP (who have in the region of 15,000 holiday homes across 90 resorts located in the UK and mainland Europe) believe they can offer UK holidaymakers (couples, families and groups) a new and unique experience in its lodge resorts for short breaks, holidays and celebrations. 9

LGP are now working with Belvedere to help achieve an opening of Phase One of the Landal Belvedere Site, for early 2021, which will contain the first 120 lodges and all central facilities. The development strategy to be executed within a 5-year period is for the remaining three phases to be completed.

LGP have committed to taking the first three phases solely for hire , which alternatively could be sold as holiday homes with access to the central facilities (which are planned to include an indoor pool, spa, leisure complex, bar brasserie, restaurant, shop, concierge services, a wide range of outdoor activities and children’s recreational areas including bowling alleys and soft play).

The Landal Belvedere Site has recently been revalued on an open market value basis at £5.4m (as at 30 July 2019 red book land appraisal) and existing short-term debt of £3.0m (56% loan to value) is secured by way of first legal charge with a UK bridging lender. The report also advises that the land development will be worth £32.2m (excluding lodge profit) upon completion of Phase One.

Commencement of works is anticipated to be at the end of 2019 and the bond proceeds will be deployed in alignment with a construction programme in place with a target launch date to open Phase One of the site and all central facilities for early 2021. All of the demolition works is now complete, and the contractor is working on site preparation for commencement of main works.

LGP will officially commence with public relations activity and promotions to take bookings upon the commencement of works and will drive bookings to the resort so that once Phase One and the central facilities have been developed then holidaymakers will be able to start enjoying the LGP experience set in and amongst the unspoilt natural beauty of the Scottish countryside.

Detailed design of all the leisure and retail facilities onsite have been finalized, signed off and given great input by LGP and both their UK and Dutch teams. LGP have also agreed and signed off on the final specification for all 120 lodges in Phase One, with the professional team and LGP selecting Phase One site layout, positionings, logistics and infrastructure. The first 10% of the lodge order book for Phase One has been selected with LGPs full input and is due to go into production before the end of 2019 with the UKs largest and established lodge manufacturer, Omar Homes Limited.

The commercial partnership between Belvedere Leisure Park Limited and LGP is that of a revenue share in two areas:

i. hire revenue, and ii. on-site spend (such as food and beverage and leisure activities).

The revenue sharing and services are detailed within the LB Contract itself. Under the LB Contract, LGP take an initial 40% of revenue from the net hire charges of bookings until the opening of the second phase of the development, then a 39% share until the opening of phase 3 then a 38% share for the rest of the term. Additionally, LGP keep 80% of on-site beverage and food sales. Paul Hardingham, managing director of Landal, has confirmed that, on hire revenue alone, the resort could generate over £16m based on a 69% occupancy ratio, based on data of typical lodge yields across the UK. Existing LGP UK resorts are currently achieving occupancy of up to over 90%.

In order to complete Phase One of the development, the Company needs to secure funding of in excess of £25m. It is intended that this will be done by a combination of the Bond, sale of the freehold of the Landal Belvedere Site and the sale of some or all the lodges. The latter would reduce the Group’s ability to generate revenue from the LB Contract in the future.

The net proceeds of the First Tranche are insufficient alone to complete the Phase One development. If the Group is unable to raise enough additional funds from a combination of further Bond Tranches, the sale of the freehold of the Landal Belvedere Site and/or the sale of some or all the lodges then it may be unable to complete Phase One and open the Landal Belvedere Site. 10 4. FINANCIAL INFORMATION

Appendix I of this Base Admission Document contains the audited financial information for Belvedere Leisure Resorts plc for the period from incorporation on 2 May 2019 to 30 June 2019.

Appendix II of this Base Admission Document contains the audited financial information of Belvedere Leisure Park Limited for each of the two years ended 30 March 2019. Belvedere Leisure Park Limited was dormant in the year ended 31 March 2017.

Set out below is a summary of the financial information of Belvedere Leisure Park Limited for the year ended 31 March 2017 and two years ended 30 March 2019.

Year ended 30 Year ended 30 Year ended 31 March 2019 March 2018 March 2017 (Audited) (Audited) (Unaudited)

£’000 £’000 £’000

Operating loss (370) (570) -

Loss before taxation (713) (857) -

Net assets/liabilities 2,080 2,793 1

Tangible assets 5,642 5,417 -

5. TEAM, DIRECTORS AND SENIOR MANAGEMENT

Alan McNamara, Executive Director (aged 44)

Alan is the Chairman of the Group and has extensive experience in financial services and property development. Starting out at HSBC, Alan digressed into credit brokering with his own company before entering into privately funding UK SME developers. Having evolved with his experience providing consultancy services to his private clients, he then progressed into developments on a range of Private Rented Sector and student schemes across the UK on a JV basis. It was from learning of Alan’s experience with leading three projects in three sectors (hotel, student and residential), that Alan was introduced to this exciting opportunity three years ago and has since worked on driving the project and bringing in Awaze and the concept of bringing Landal GreenParks into UK resort management on a long term basis.

Paul Brazewell, MRICS, Executive Director (aged 48)

Paul is a member of the Royal Institution of Chartered Surveyors with almost three decades of experience in cost consultancy & project management at director level in both the public & private sectors, specialising in commercial & residential projects covering nationwide schemes in excess of £60m. From a Quantity Surveyors/Project Management perspective, Paul has been extensively involved with the the Landal Belvedere Site over the past 2 years working closely with the design team & Landal GreenParks to help mould this exciting resort to the shape it is today.

Christopher Eddlestone, Independent Non-Executive Director (aged 69)

Formerly a corporate partner at Squire Patton Boggs (“SPB ”), a full-service global law firm, Chris is the co-founder of the Annual Hotels Conference, with over 30 years of experience in the legal and operational aspects of leisure businesses. He was a partner at two leading regional law firms, progressing into international corporate law and was the Global head of the hospitality and leisure services team at SPB, which had 18 partners in the group. Chris now has interests in a growing UK hotel chain (operating under the global IHG brand) and is delighted to be working again with 11 Europe’s leading European vacation rentals group.

Ken Hillen, Independent Non-Executive Director (aged 63)

Following a degree in economics from The University of Edinburgh, Ken began his career in 1977 with the Royal Bank of Scotland. He went on to hold a number of senior banking roles including senior corporate director at RBS, managing director for Scotland and Northern Ireland at Anglo Irish Bank and, until 2009, head of commercial and corporate banking for Scotland at the Bank of Ireland.

Ken is currently a non-executive director and Chairman of SQN Secured Income Fund plc, an investment company listed on the Main Market of the LSE and of Salutem Healthcare Limited, a private equity backed provider of specialist healthcare, to name but two of his appointments.

Professional team engaged by Belvedere Leisure Park Limited

The professional team are all formally engaged to this project. The team is as follows:

Main Contractor: Building Themes International. Proficient at developing leisure parks across the UK, having a management team and workforce with over 40 years of experience in the building industry. They have worked extensively with Pure Leisure and South Lakeland Caravans since 2001.

Lodge Manufacturer: Omar Homes. Established over 70 years ago, Omar are UK’s largest premier park home and luxury lodge supplier in the marketplace and are proud to be Hoseasons’ preferred manufacturer. Following the recent investment from London based private equity firm Rutland Partners, they have continued to grow and have acquired the former factory of Swift Caravans in Hull last year, Belvedere are now under contract for Omar to exclusively supply all 444 lodges out of their second factory and all models and designs have been selected and detail approved by LGP. Omar are recognized as leisure experts and supply to the largest park operators in the UK.

Structural and Civil Engineers and M&E Consultants: Waterman Group. One of the UK’s leading firms with an extensive track record of all types from shopping centres to hotels.

Quantity Surveyors and Project Management: iLex PM. Over 20 years’ experience in a range of schemes across a number of sectors.

Facilities Architects: ABW Architects. Specialists in leisure schemes with a broad client base, including assisting Edge Hill University in procuring a development programme in excess of £100m over the past twelve years.

Landscape Architects: Millieu Landscape Design who are proficient at landscape design in a wide range of areas from retirement villages to education, residential and commercial.

Planning Consultants: Smith & Love. Park and Leisure professionals.

Management Operator: Landal GreenParks, one of Europe’s leading leisure park operators with over 90 resorts in 9 countries across Europe. Established in 1954 and headquartered in the Netherlands, Landal GreenPark’s model comprises of over 90 resorts stretched across 9 countries and one of its key objectives is now firmly placed upon increasing its presence in the UK. AZ (formerly Wyndham Vacation Rentals) are Europe’s largest managed holiday vacation rentals business offering over 110,000 holiday choices to over 8 million holidaymakers each year in 36 countries.

Other Consultants:

Robert Ure

Robert has supported the Company working on a consultancy basis and has over 20 years’ experience in the leisure sector and in the development of these types of projects. Prior to the Company acquiring Barncrosh Farm and successfully obtaining planning for a 444-unit leisure resort, Robert had great success at Whitecross Bay in the Lake District where he was responsible for sales management and park development, working under the direction of Nigel Wimpenny, referred to below. This resort has over 400 units and all lodges were sold. Robert worked closely

12 with Nigel to help maximise space within the 62-acre site and maximise profits on unit sales. From here, he has since provided consultancy expertise on Jaybelle Grange in West Sussex where he was responsible for helping the owner take a greenfield site with consent for 50 bases to develop out, by dealing with planning and contractors. Upon delivering the site, some units were retained as hire fleet with the remaining units sold off as holiday homes. Following the launch, Robert oversaw the General Manager and on-site staff to ensure a smooth transition from the development project to a trading company.

Robert is the majority shareholder of the Group.

Nigel Wimpenny, FCA

Nigel is a qualified chartered accountant, but with significant experience in the leisure parks sector at board level, having spent the last 13 years developing and running lodge resorts. Nigel has vast experience in the leisure sector, being instrumental in leading the sale of South Lakeland Parks by Legal & General Ventures (PE) to White Ocean Leisure for £125m. A well-respected figure in the industry, Nigel has more recently been involved with a UK LGP resort owner on a non-executive basis.

6. INFORMATION ON THE BONDS

The principal terms of the Bonds are set out on briefly on pages 6,7 and 8 of this Document and a more detailed summary of the terms and conditions of the Bonds are set out in Part VIII of this Document.

Interest on the Bonds will accrue at a fixed rate of 6.25 per cent. Per annum and be payable half yearly in arrears, on 31 March and 30 September in each year, commencing 12 months from the issue of the First Tranche. The Bonds will be redeemed at par in full five years after issue by way of refinance of the site or by sales of individual lodges.

The obligations of the Company to Bondholders (including as to both interest and principal) are guaranteed by the Guarantor. The obligations of the Guarantor are secured by way of a debenture. Accordingly, in the event that the Company is unable to meet its obligations in respect of the principal and interest of the Bonds, and the Trustee calls the Guarantee, the Trustee’s ability to recover funds from the Guarantor for the benefit of Bondholders is wholly dependent on the Guarantor’s continued solvency.

Investors are strongly advised to seek independent financial advice before investing in the Bonds. Investors may lose some or all of their investment if the Company or Group is unable to pay the interest or principal of the Bonds.

Investors need to be mindful that their investment is not covered by the Financial Services Compensation Scheme (“FSCS”) operated by the Financial Conduct Authority and investors may not be covered by the Financial Ombudsman Service.

7. THE SUBSCRIPTION AND USE OF PROCEEDS

Conditional on Admission, the Company has raised £107,000 (before expenses) through the issue of the First Tranche of Bonds. The net proceeds of the Subscription, which is conditional on Admission, will be used to start the development on Phase One on the Landal Belvedere Site.

13 of some or all the lodges then it may be unable to complete Phase One and open the lodge park resort.

Following Admission, the Company intends to maintain its operating costs at the minimum level consistent with that of a publicly quoted company and does not intend to acquire office premises of its own or engage any employees. The Subscription is not underwritten.

The bond proceeds will be deployed to Belvedere Leisure Park Limited at the various stages of the development in line with a monitoring surveyor sign off.

Assuming full Subscription, the proceeds of the Bond, both the First Tranche and further Tranches will be used as follows by the Group in the period up until January 2021, i.e. the completion of Phase One development and the opening of the leisure park:-

£ Gross bond proceeds 25,000,000 Broker commission (250,000) Professional and listing fees (123,000) Purchase of 120 lodges (10,162,501) Leisure park infrastructure development (9,982,770) Other fixed assets (254,167) Existing loan repayment (3,064,672) Bond interest (1,660,605) Other overheads and working capital (1,083,308)

Balance to be funded by way of further Tranches, lodge sales or (1,581,023) sale of freehold

8. DISSEMINATION OF REGULATORY NEWS

The Company has arrangements in place to disseminate regulatory information to the market in accordance with the NEX Exchange Rules and applicable laws and regulation. Regulatory information relating to the Company is also available to the general public through the NEX Exchange website www.nexexchange.com .

9. ADMISSION TO NEX EXCHANGE GROWTH MARKET

Application has been made to NEX Exchange for the Bonds to be admitted to trading on NEX Exchange Growth Market. It is expected that Admission will be effective and that dealings in the Bonds will commence on 5 December 2019.

Any individual wishing to buy or sell Bonds which are admitted to trading on the any of the markets operated by NEX Exchange, must do so through a NEX Exchange broker member.

10. CORPORATE GOVERNANCE

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

The Board is responsible for formulating and approving the Company’s strategy, financing and discussing venues or target acquisitions, as and when required.

The Company has established an audit committee which will comprise Kenneth Hillen and Christopher Eddlestone. Kenneth Hillen will be the Chairman of the audit committee.

Given the limited business activities of the Company and the size of the Board, it is considered

14 unnecessary to constitute either a remuneration committee or a nominations committee. The Company has adopted a Bond dealing code for the Directors (including connected parties) and will take steps to ensure compliance by the Directors and any relevant employees with the terms of this code.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size and structure of the Company. These controls will be reviewed in the light of any change in the limited business activities of the Company and adjusted accordingly.

11. GROUP STRUCTURE CHART

BELVEDERE LEISURE PARK LIMITED (Company Reg No 09484567) Guarantor

100%

BELVEDERE LEISURE RESORTS PLC (Company Reg No 11976912) Issuer

12. CREST

Trades are cleared through CREST, which is a computerised security transfer and settlement system enabling securities to be held in electronic uncertificated form and transferred otherwise than by written instrument. The Articles permit the Company to issue bonds in uncertificated form in accordance with the CREST Regulations.

The Company has applied to Euroclear UK & Ireland Limited for the Bonds to be admitted to and enabled through CREST with effect from Admission. Accordingly, settlement of transactions in Bonds following Admission may take place within CREST if the relevant Bondholders so wishes. However, if a Bondholder wishes to receive and retain physical bond certificates, he will be able to do so.

13. WORKING CAPITAL

The Directors are of the opinion that, having made due and careful consideration and taking into account the net proceeds of the issue of the Bonds, the working capital available to the Company will be sufficient for a period of at least twelve months following Admission.

15 14. CAPITALISATION AND INDEBTEDNESS

The indebtedness of the Group as at 30 September 2019 is as follows:

Company Guarantor Total £'000s £'000s £'000s

Total Debt Borrowings due within one year - 3,754 3,754 Borrowings due after one year - - - Total - 3,754 3,754

The capitalisation of the Group as at 30 September 2019 is as follows:

Company Guarantor Total £'000s £'000s £'000s

Share Capital 50 - 50 Profit and Loss Account - (1,619) (1,619) Total Equity 50 (1,619) (1,569)

NB. The above excludes a revaluation reserve of the Guarantor of £3,650,000 as at 30 September 2019.

The indebtedness of the Group as at 30 September 2019 but following the issue of the First Tranche is as follows:

Company Guarantor Total £'000s £'000s £'000s

Total Debt Borrowings due within one year - 3,754 3,754 Borrowings due after one year 107 - 107 Total 107 3,754 3,861

The capitalisation of the Group as at 30 September 2019 is as follows:

Company Guarantor Total £'000s £'000s £'000s

Share Capital 50 - 50 Profit and Loss Account - (1,619) (1,619) Total Equity 50 (1,619) (1,569)

NB. The above excludes a revaluation reserve of the Guarantor of £3,650,000 as at 30 September 2019.

15. CITY CODE

The City Code, which is issued and administered by the Takeover Panel, applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a company resident in the UK, the Channel Islands or the Isle of Man, the securities of which are admitted to trading on 16 a regulated market or a multilateral trading facility (such as the NEX Exchange Growth Market) in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. After Admission, the City Code will apply to the Company. However, as the Bonds do not confer voting rights on the Bondholders, the protection which the City Code affords to Bondholders is limited.

16. TAXATION

Information regarding taxation is set out in section 23 of Part VI of this Document. These details are intended as a general guide only to the position under current UK taxation law as at the date of this Document.

If any Bondholder or potential Bondholder is in any doubt as to his or her tax position, or is subject to tax in a jurisdiction other than the UK, he or she should consult his or her own independent financial adviser immediately.

17. RISK FACTORS

Your attention is drawn to the risk factors set out in Part V of this Document and to the section at the front of the Document entitled “Forward-Looking Statements” therein.

18. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in Part VI and Part VII of this Document which contains further information on the Company and the Guarantor respectively.

17 PART V – RISK FACTORS

The following is a description of the principal risks and uncertainties which may affect the ability, as the case may be, of the Company or the Guarantor to fulfil its obligations under the Bonds. Before applying for any of the Bonds, you should consider whether the Bonds are a suitable investment for you. There are risks associated with an investment in the Bonds, many of which are outside the control of the Company and the Guarantor each of who irrevocably and unconditionally jointly and severally guarantee the Company’s payment obligations under the Bonds (the ‘‘Guarantee’’). These risks include those in this Part V.

You should carefully consider the risks described below and all other information contained in this Document and reach your own view before making an investment decision. Each of the Company and the Guarantor believe that the factors described below represent the principal risks and uncertainties which may affect its ability to fulfil its obligations under the Bonds, but the Company or the Guarantor may face other risks that may not be considered significant risks by the Company or the Guarantor based upon information available to them at the date of this Document or that they may not be able to anticipate. Factors which the Company or the Guarantor believes may be material for the purpose of assessing the market risks associated with the Bonds are also described below. If any of the following risks, as well as other risks and uncertainties that are not yet identified or that the Company or the Guarantor thinks are immaterial at the date of this Document, actually occur, then these could have a material adverse effect on the ability of the Company or the Guarantor to fulfil its obligations to pay interest, principal or other amounts in connection with the Bonds.

If you are in any doubt about the action you should take, or the contents of this Document, you should seek your own financial advice, including as to any tax consequences from your stockbroker, solicitor, accountant, bank manager or other independent financial advisor authorized by the FCA to conduct investment business and who authorized in advising on investments in unlisted securities.

The Bond is secured. However, if the Company or the Guarantor were to become insolvent there is the risk that (a) some or all the nominal value of the Bonds will not be redeemed; and (b) some or all the interest due on the Bonds will not be paid.

Bondholders may receive less than the original amount invested. Investment in a security of this nature, being an illiquid investment, is speculative, involving a degree of risk. It may not be possible to redeem the bond prior to the redemption date. There may not be buyers willing to purchase the Bond in the market.

1. RISKS RELATING TO THE BUSINESS AND OPERATIONS OF THE GROUP

Current operating results as an indication of future results The Group’s operating results may fluctuate significantly in the future due to a variety of factors, many of which are outside of its control. Accordingly, investors should not rely on comparisons with the Group’s results to date as an indication of future performance. Factors that may affect the Group’s operating results include increased competition for acquisitions and an increased level of expenses as it continues to develop the portfolio.

Dependence on key executives and personnel The Group’s future development and prospects are substantially dependent on the continuing services and performance of its Directors and its ability to continue to attract and retain highly skilled and qualified staff. The Directors cannot give assurances that they or members of the management team will remain with the Group, although the Directors believe the Group’s culture and remuneration packages are attractive. If members of the Group’s key senior teams depart, the Group may not be able to find effective replacements in a timely manner, or at all and its business may be disrupted or damaged. The loss of the services of any of the Directors and other key employees could damage the Group’s business.

Growth strategy and risks relating to potential future acquisitions In addition to the finite number of suitable properties in the target areas in which the Group operates, the Group may face competition from other organisations, which may be larger or better funded than itself, both within or outside the leisure sector, when seeking to acquire new properties. 18

Acquisitions by the Group involve numerous risks, including difficulties in assimilating the operations of any acquired business or company and the diversion of management’s attention from other business concerns.

The Directors believe that the risk of finding sites will be mitigated through the significant number of opportunities they are presented with on a regular basis by the agent community.

Integrating further acquisitions The Company will need to identify suitable acquisition opportunities, investigate and pursue such opportunities and negotiate property acquisitions on suitable terms, all of which require significant expenditure. The Company therefore will incur certain third-party costs, including in connection with financing, valuations and professional services associated with the sourcing and analysis of suitable assets. There can be no assurance as to the level of such costs and, given that there can be no guarantee that the Company will be successful in its negotiations to acquire any given property, the greater the number of potential acquisitions that do not reach completion, the greater the likely adverse impact of such costs on the Company’s financial condition, business, prospects and results of operations.

Acquisition due diligence may not identify all risks and liabilities Prior to entering into an agreement to acquire property, the Company will perform due diligence on the proposed property. In so doing, it would typically rely in part on professional third parties to conduct specialist aspects of this due diligence, including legal reports on title and independent property valuations. To the extent that the Company or its third party advisors underestimate or fail to identify risks and liabilities associated with the investment in question, the Group may incur unexpected liabilities, for example, defects in title, an inability to obtain permits, or environmental, structural or operational defects requiring remediation. If there is a failure of due diligence, there may be a risk that properties are or have been acquired which are not consistent with the Group’s acquisition strategy or that properties are or have been acquired that fail to perform in line with expectations.

Material loss may arise in excess of any insurance proceeds or from uninsured events The Group’s properties could suffer physical damage resulting in losses which may not be fully compensated for by insurance, or at all. In addition, there are certain types of losses, generally of a catastrophic nature, that may be uninsurable or are not able to be insured at a reasonable cost. Inflation, changes in building codes and ordinances, environmental considerations, and other factors, might also result in insurance proceeds being insufficient to repair or replace a property. Should an uninsured loss or a loss in excess of insured limits occur, the Group could lose its capital invested in the affected property as well as anticipated future revenue from that property. Material uninsured losses could have a material adverse effect on the Group’s results of operations, financial condition and business prospects.

Fluctuations in the property market could reduce the value of the Group’s properties Although the Group’s principal activity is not the holding of properties as an investment, the Group does own freehold properties. The property market in the United Kingdom is subject to fluctuations and a national downturn in the property market could lead to a sustained reduction in the Group’s freehold property values. There can be no certainty that following any such downturn, property values would recover at any particular time, or at all. In addition, valuations are impacted by the trading performance, with poorer trading generally leading to lower valuations. The valuation of property and property-related assets is inherently subjective. As a result, valuations are subject to uncertainty. Moreover, all property valuations are made on the basis of assumptions which may prove not to reflect the true position. There is no assurance that valuations of the Group’s assets will reflect actual sale prices. In addition, there can be no certainty that if any property impairments were required to be made in the future pursuant to the Company’s accounting policies, they would be able to be made from the Group’s revaluation reserves. This could have an adverse impact on the Group’s operating results, financial condition and prospects.

Licences, permits and approvals The business is subject to laws and regulations that affect their operations, including in relation to employment, minimum wages, premises and personal licences, alcoholic drinks control, entertainment licences, competition, health and safety, sanitation and data protection. These laws and regulations impose a significant administrative burden on the Group, as the team have to devote significant time to compliance with these requirements and therefore have less time to dedicate to the business. If

19 additional or more stringent requirements were to be imposed in the future, it would increase this burden, which could adversely affect the Group’s operating results (as a result of increased costs or lower revenues) and, in turn, adversely affect the Group’s financial condition and prospects.

Health and Safety regulation The Group is subject to regulation in areas such as health and safety and fire safety. Whilst the Group believes it has appropriate policies and procedures in place, these may need to adapt which may require additional expenditure. Furthermore, in order to ensure the Group’s sites remain fully compliant with legislative requirements there will always be the need to maintain premises, not only generally but if an ad hoc issue arises, which again will require capital expenditure.

General economic climate All the Group’s venues are currently located in Scotland and is therefore subject to general economic conditions in the United Kingdom. In particular, the revenue and results of the Group are affected by the level of consumer confidence and expenditure on leisure activities and discretionary spend. Economic factors such as rising interest rates, declining wages, higher unemployment, tax increases, lack of consumer credit and falling house prices could all adversely affect the level of consumer confidence and expenditure which could adversely affect the Group’s operating results, financial condition and prospects.

Changing consumer habits The Group’s financial results can be materially impacted by any other material change in consumer habits within the United Kingdom.

Complaints or litigation from customers, local authorities and/or third parties The Group could be the subject of complaints or litigation from individuals or groups of customers and/or class actions alleging illness or injury or raising other health or operational concerns, and from other third parties in relation to nuisance and negligence. It may also incur additional liabilities as a freehold and/or leasehold property owner (including environmental liability). If the Group were to be found liable in respect of any complaint or litigation, this could adversely affect the Group’s results or operations and could also adversely affect the Group’s reputation.

Constitutional Change The Group faces potential risks associated with the proposed exit by the UK from its membership of the European Union, and the potential uncertainty preceding that exit. The UK exiting the European Union could materially change both the fiscal and legal framework in which the Group operates, and it could have a material impact on the UK’s economy and its future economic growth. In addition, prolonged uncertainty regarding aspects of the UK economy due to the uncertainty around the proposed exit could damage customers’ and investors’ confidence. The proposed exit and these aspects could have a material adverse effect on the Group’s business, results of operations, financial condition and growth prospects.

Economic and political conditions The Company does not have control over political, legal or regulatory changes within the business environment in which it operates. Any of these three factors could occur in any territory in which the Company operates.

Competitive Risk The Group faces competition from other leisure activity providers, home entertainment providers and hotel operators or other providers of accommodation. Continuing and increased competition from other operators, off-licences, restaurants, retailers, alternative leisure activity providers, home entertainment providers and hotel operators could adversely affect the Group’s operating results, financial condition and prospects.

Increasing food, drink, labour and other costs An increase in any of the Group’s operating costs may negatively affect the Group’s profitability. Factors such as increased labour and employee benefit costs and goods costs and inflation may adversely affect the Group’s operating costs. Many of the factors affecting costs are beyond the Group’s control, such as increases in food and drink prices, and increases in distribution cost due to fuel price increases. Certain ingredients are subject to price fluctuations as a result of seasonality weather, demand and other factors. The Group has no control over fluctuations in price and the availability of products caused by these factors.

In addition, the Group is dependent upon a pool of employees being available, many of whom are hourly employees whose pay is subject to the UK national minimum wage.

2. RISKS RELATING TO THE BONDS

Suitability of Bonds The Bonds may not be a suitable investment for all investors.

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Document or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal and interest payments is different from the potential investor’s currency;

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Bonds are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Bonds will perform under changing conditions, the resulting effects on the value of the Bonds and the impact this investment will have on the potential investor’s overall investment portfolio.

Risks which may affect the Company’s ability to fulfil its obligations under the Bonds The sole function of the Company is to act as a special purpose company to raise money by the issue of the Bonds. The net proceeds received by the Company from the issue of the Bonds will be lent by the Company to the Guarantor. The Guarantor will use the amounts lent to it by the Company for the general corporate purposes of the Group and to repay existing debt. The Company’s only material assets will therefore be the obligation of other Group companies to pay interest on and to repay such on-lent funds to it. As the funds to pay interest on the on-lent funds and repay the on-lent funds will originate from cashflow generated from the wider business of the Group, the ability of the Guarantor to pay interest on such loan to the Company and to repay the loan and accordingly the ability of the Company to pay interest on and repay the Bonds will be subject to all the risks to which the Group is subject. See ‘‘Risks relating to the business and operations of the Group’’ above below for a further description of certain of these risks.

Risks relating to the Guarantee If the Company or the Guarantor default on their obligations to make payments on or to repay the Bonds or to make payments under the Guarantee, as applicable, and there are insufficient funds to repay all amounts outstanding under the Bonds, as well as having a claim against the Company, secured on its assets, Bondholders will have secured claims for any outstanding amount against the Guarantor under the Guarantee. Those secured claims will rank behind the claims of any secured creditors of the Company and the Guarantor. Bondholders will not have any direct claim for such outstanding amount against the Guarantor. The ability of the Guarantor to fulfil its commitments to Bondholders to make

21 payments under the Guarantee may be adversely affected.

Risks which may affect the ability of the Guarantor to fulfil its obligations under the Guarantee The Guarantor is the holding company of the Group. If the Company or the Guarantor defaults on its obligations to make payments on or to repay the Bonds or to make payments under the Guarantee, Bondholders will have secured claims for any outstanding amount against the Guarantor under the Guarantee. Bondholders will not have any direct claim for such outstanding amount against the Guarantor See ‘‘Risks which may affect the Company’s ability to fulfil its obligations under the Bonds’’ above for a description of the risk in relation to the Issuer.

As a holding company, the Guarantor may in the future conduct its operations through subsidiaries and may be dependent on the financial performance of those subsidiaries and payments of dividends and intercompany payments (both advances and repayments) from those subsidiaries to meet its debt obligations including its ability to fulfil its obligations under the Guarantee.

Generally, investors should understand that the liability of the Guarantor is not secured and accordingly, in the event that the Company is unable to meet its obligations in respect of the principal and interest of the Bonds, and the Trustee calls the Guarantee, the Trustee’s ability to recover funds from the Guarantor for the benefit of Bondholders is wholly dependent on the continued solvency of the Guarantor.

Trustee’s involvement in the Company Investors should notethat the Trustee is not involved in the day to day running of the Company. As such, the Trustee cannot guarantee any return of monies to the Bondholders.

Modification, waivers and substitution The Conditions provide that the Company may without the consent of Bondholders agree to any modification of the Bond Instrument which is (in the opinion of the Company) of a formal, minor or technical nature or which is made to correct a manifest error.

Change of law The Conditions are based on English law in effect as at the date of this Document. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Document.

Interest rate risks Interest is payable on the Bonds at a fixed rate. Accordingly, investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of them.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

Financial Services Compensation Scheme The Bonds will not have the status of bank deposits under English law and are not within the scope of the Financial Services Compensation Scheme operated by the FCA.

NEX Exchange Growth Market The Bonds will be traded on NEX Exchange Growth Market and no application is being made for admission to the NEX Exchange Main Board. Admission to the NEX Exchange Growth Market should not be taken to imply that there is or will be a liquid market in the Bonds. NEX Exchange Growth Market is a market designed for small and growing companies. Both types of company carry higher than normal financial risk and tend to experience lower levels of liquidity than larger companies. Any changes to the regulatory environment, in particular the NEX Exchange Rules could, for example, affect the ability of the Company to maintain a trading facility for the Bonds on the NEX Exchange Growth Market.

The secondary market generally The Bonds may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. The Bonds are designed for specific investment objectives or strategies. As such, the Bonds generally will have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of the Bonds.

Exchange rate risks and exchange controls The Company will pay principal and interest on the Bonds in Sterling. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit other than Sterling. These include the risk that exchange rates may significantly change (including changes due to devaluation of Sterling or revaluation of the investor’s currency) and the risk that authorities with jurisdiction over the investor’s currency may impose or modify exchange controls.

An appreciation in the value of the investor’s currency relative to Sterling would decrease (i) the investor’s currency-equivalent yield on the Bonds, (ii) the investor’s currency-equivalent value of the principal payable on the Bonds and (iii) the investor’s c urrency-equivalent market value of the Bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

3. BUSINESS SPECIFIC RISKS

Taxation This Document has been prepared in accordance with the Company’s understanding of current UK tax legislation, practice and concession and interpretation thereof. Any change in the Company’s tax status or in taxation legislation could affect the Company’s ability to provide returns to Bondholders or alter post tax returns to Bondholders. Statements in this Document concerning the taxation of Bondholders are based on the Company’s understanding of current tax law and practice which is subject to change. The taxation of an investment in the Company depends on the individual circumstances of investors.

Dependence on availability of capital The Company’s business is dependent upon the availability of adequate funding and regulatory capital under applicable regulatory requirements. Although the Company expects to have sufficient capital to satisfy all of its capital requirements, there can be no assurance that any, or sufficient, funding or regulatory capital will continue to be available to the Company in the future on terms that are acceptable to it.

In particular, in order to complete Phase One of the development, the Company needs to secure funding of in excess of £25m. It is intended that this will be done by a combination of the Bond, sale of the freehold of the Landal Belvedere Site and the sale of some or all the lodges. The latter would reduce the Group’s ability to generate revenue from the LB Contract in the future.

Risk of damage to reputation and negative publicity The Company’s ability to retain existing management contracts and client relationships and to attract new business is dependent on the maintenance of its reputation. The Company is vulnerable to adverse market perception as it operates in an industry where a high level of integrity and client trust is paramount. Any perceived, actual or alleged mismanagement, fraud or failure to satisfy the Company’s 23 responsibilities, or the negative publicity resulting from such activities or the allegation by a third party of such activities (whether well founded or not) associated with the Company, could have a material adverse effect on the financial condition, results or operations of the Company. In addition, following downturns in the equity markets and the resulting heightened consumer and media interest in the financial services industry, any negative publicity (whether well founded or not) associated with the business or operations of the Company could result in reputational damage and could have a material adverse effect on the financial condition, results or operations of the Company.

Risk of loss of business continuity The Company’s business operations, information systems and processes are vulnerable to damage or interruption from, fires, power loss, bomb threats, explosions or other forms of terrorist activity and other natural and man-made disasters. These systems may also be subject to sabotage, vandalism, theft and other similar misconduct.

Litigation Legal proceedings may arise from time to time in the course of the business of any company in the Group. The Directors cannot preclude that litigation may be brought against any company in the Group and that such litigation could have a material adverse effect on the financial condition, results or operations of the Company, or upon the ability of the Guarantor to meet its obligations under the Guarantee should it be called.

Forward-looking statements There is no assurance that the financial projections and forecasts referred to herein are based on Company assumptions and subject to the risks described in this Document including, but not limited to, delays in completion of acquisitions or inability to obtain timely financing. Such projections and forecasts are inherently subject to significant economic and other uncertainties in a competitive market, all of which are difficult to predict and many of which are beyond the control of the Company. While the Company believes that it was conservative in formulating the assumptions on which the forecasts are based, there is no assurance they will be correct. Industry experts may disagree with these assumptions and with the Company’s views of the market and the prospects for the Company. If the assumptions prove to be materially incorrect, the financial projections may be materially inaccurate. In addition, these statements are based upon the Company’s present plans and may change upon unforeseen circumstances or if management believes such change is in the best interests of the Company. Under no circumstances should the inclusion of the financial projections and forecasts referred to herein be regarded as a representation, warranty or prediction with respect to the likelihood of their achievement or of the underlying assumptions being, or proving to be, correct or that the Company will achieve, or is likely to achieve, any particular result.

Investment Performance

The investment opportunity described in this Document may not be suitable for all recipients of this Document. Investors are strongly recommended to consult an investment adviser authorised under the Financial Services and Markets Act 2000 who specialises in investments of this nature before making a decision to invest.

24 PART VI – ADDITIONAL INFORMATION ABOUT THE COMPANY

1. INCORPORATION OF THE COMPANY

1.1 The legal and commercial name of the Company is Belvedere Leisure Resorts plc.

1.2 The Company was incorporated in England and Wales on 2nd May 2019 with registered number 11976912 as a Public Limited Company.

1.3 The liability of members is limited.

1.4 The principal legislation under which the Company operates is the Companies Act 2006 and the regulations made thereunder.

1.5 The registered office of the Company is Salisbury House, London Wall, London, EC2M 5PS. The Company has not yet commenced trading, but its principal place of business is intended to be at 53 King Street, Manchester, M2 4LQ and its telephone number is +44 (0)20 3773 1361.

1.6 The website address is www.belvedereleisureresortsplc.com but the information on this website does not form part of this Document unless that information is incorporated by reference into this Document.

1.7 On 13 th May 2019, the Company was issued with a certificate of entitlement to do business and borrow monies pursuant to section 761 Companies Act 2006.

2. INVESTMENTS

2.1 The Company is recently incorporated and has no principal investments in progress. The Company intends to loan the proceeds to the parent company which, together with proceeds from the sale of the freehold of the land and/or proceeds from the sale of lodges, will enable Phase One of the development to be carried out and the resort made operational.

3. BUSINESS OVERVIEW

3.1 The Company is a special purpose vehicle, incorporated in order to issue bonds to enable the development of leisure parks by the Group.

4. ORGANISATIONAL STRUCTURE

4.1 A description of the Group and the Company’s position within the Group is set out in Part IV of this Document, and in particular in the section entitled “Relationship between the Company and Belvedere Leisure Park Limited” beginning on page 9 and the Group Structure Chart can be found on page 15.

5. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

5.1 The Company does not presently, or within the last financial year, have any material research and development policies.

6. TREND INFORMATION

6.1 The market trends within which the Group, including the Company, operates is described in Part IV, section 3 of this Document.

6.2 Further to this, the UK government has recently published its industrial strategy for tourism, The Tourism Sector Deal. It anticipates that the inbound market, currently 38m visitors and worth £23bn per annum, will grow 25% by 2025; while domestic tourism from British visitors will continue to grow steadily at 3% per annum, growing from some 370m overnight stays and worth £24bn in 2018.

6.3 The Tourism Sector Deal focuses heavily on ensuring the right investment in infrastructure, accessibility and data to be able to support future growth across the UK. With 30,000 new

25 apprentices forecast along with training and mentoring for 10,000 current employees, and two new T Level courses to ensure it has the right workforce and skillsets to meet the increase in demand.

6.4 To help boost productivity away from traditional July-September capacity constraints, there will be a bid to create up to 5 new Tourism Zones for rural areas looking to improve their tourism offering, particularly out of season, as well as targeting business stays by launching the International Business Events Action Plan in conjunction with the Tourism Sector Deal.

7. PROFIT FORECASTS, PROJECTIONS OR ESTIMATES

7.1 The Company has not made any public profit forecast, projection or estimate.

8. BIOGRAPHIES OF COMPANY’S DIRECTORS

8.1 The Company has four directors, being Alan McNamara, Paul Brazewell, Ken Hillen and Christopher Eddlestone, whose biographies can be found in Part IV of this Document.

9. ADMINISTRATION AND MANAGEMENT OF COMPANY – ADDITIONAL DISCLOSURES

9.1 The Directors hold, or have held, the following directorships, other than in the Company, over the previous five years:

Name Current directorships Past directorships

Alan Belvedere Leisure Park Ltd Belvedere Funding Ltd McNamara Belvedere Leisure Park Lettings Belvedere Finance Ltd Management Ltd ICP Finance Ltd Belvedere Investments Ltd New Leaf Management Group Ltd Placebook Ltd Paul iLex Project Management Ltd Brazewell Kenneth Salutem LD BidCo Ltd Salutem ED BidCo Ltd Hillen Salutem LD BidCo II Ltd Beyond The Story (UK) Ltd Salutem LD BidCo III Ltd Beyond The Story Ltd Salutem LD BidCo IV Ltd Quaystone Investment No. 1 Ltd Salutem LD Topco Ltd Quaystone Investment No. 2 Ltd Salutem LD Topco II Ltd Quaystone Investment No. 3 Ltd Salutem SL Bidco I Ltd Quaystone Investment Group Ltd Salutem Healthcare Ltd Quaystone Investment Service Salutem Shared Services Ltd Company Ltd Salutem Shared Services II Ltd Kuflink Bridging Ltd Salutem Shared Services III Ltd Kuflink Group Plc Clearwater Specialist Care Group ST2 Group Ltd Ltd ST2 Enterprise Ltd Clearwater Specialist Care Partners ST2 Redcar Ltd Ltd ST2 Wilton Ltd Clearwater Specialist Care Qubic Homes Ltd Enterprise Ltd Qubic Homes 2 Ltd Clearwater Care (Group) Ltd Mylife Supported Living Ltd Clearwater Care (Hackney) Ltd Mylife Supported Living (Group) Modus Care Ltd Ltd Modus Care (Plymouth) Ltd Montreux Living Ltd Pathways Care Group Ltd Montreux Healthcare Ltd Pathways Daycare Ltd Montreux Capital Management Pathways 4 Care Ltd (UK) Ltd Tlcare UK Ltd Real Estate Development Greenfield Close Residential Home Solutions Plc Amity Residential Care Ltd Renfrewshire Bookkeeping Ltd Newlife Care Services (Holding Co) Samibex Ltd Ltd Lindenwood Properties Ltd

26 Newlife Care Services Ltd Amg & Family Ltd KH Solutions Ltd Crownfleet Ltd SHL 2 Ltd Ruby Topco Ltd Bruce Pubs Plc Aitch Care Homes Topco Ltd SQN Secured Income Fund plc MCM Uk (Group) Holdings Ltd Angelfish Investments plc Sale Property Investment (UK) Ltd Hardriding House Ltd Private Healthcare (Holdings) UK Minster Pathways (Colchester) Ltd Ltd Swan Village Care Services Ltd Lytham Universal Property Ltd Company Ltd Summit Universal Enterprise Property Company Ltd Healthcare Invest (UK) Ltd

Christopher BH Hotels 3 Ltd Qubic Homes Ltd Eddlestone BH Hotels 2 Ltd Qubic Homes 2 Ltd BH Hotels Ltd Integrated Hospitality Technology Ltd Eddlestone UK Ltd St Michael’s Falmouth Ltd Create Developments (Blackpool) UBH Manchester Ltd Ltd Theahc Company Ltd Unique Boutique Hotels Ltd

9.2 At the date of this Document, save as disclosed below, none of the Company’s Directors:

(i) is currently or has over the previous five years been a director or partner of any companies and partnerships other than those which are disclosed above;

(ii) has any unspent convictions in relation to indictable offences;

(iii) has been involved in any bankruptcy or individual voluntary arrangements;

(iv) has been involved as a director of a company which has gone into receivership or been the subject of any compulsory liquidations, creditors’ voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors at the time of or within the 12 months preceding such events; or

(v) has been the subject of any public criticism by any statutory or regulatory authority (including authorized professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

(vi) Alan McNamara was a director of a company, Guardian Mortgages Ltd (04628764) which was an FCA regulated credit brokerage he founded and built to be a master broker/packager for a select panel of lenders. Unfortunately, its decline was due to the economic downturn in 2008 as the Company’s core activity was advising and arranging on regulated mortgage contracts. As the financial markets collapsed, the company failed and this was beyond his control.

(vii) Alan McNamara was a director of Guardian Financial Management (Group) Ltd (06413705) until his resignation between late 2009 and early 2010 as a result of a boardroom split and selling a large chunk of the Guardian Debt Management client base to the MoneyPlus Group. As a result of his involvement with this company, Alan McNamara entered into an individual voluntary arrangement in July 2014. This was completed earlier than required in September 2016 as a result of early settlements.

(viii) The above company wholly owned Credit Issues Ltd (06589784) of which Alan McNamara was a director until 16 October 2009. The Ministry of Justice asked Alan to re-join the board in order to manage the remaining live claim clients until it was successfully sold on. He resigned again on 1 March 2010 after selling 50% of client files to a Manchester based law firm, of which the Ministry of Justice approved. Alan had no involvement with

27 any subsequent company voluntary agreement.

(ix) Paul Brazewell was a director of BWS Projects Ltd (05460662) for approximately 10 months between 2008-2009 before it was placed into voluntary liquidation. The predominant reason for the liquidation was due to the lack of work and commissions resulting from the recession in 2008. Aliquidator was appointed on 12 th February 2009.

(x) Paul Brazewell was a director of Isis Project Management Ltd (06790978), in between 2009 – 2014, the company was placed into voluntary liquidation. This was predominately due to the unpredictable nature of trading throughout the recession which culminated in a number of clients stopping their projects, which had a direct impact on the business. The liquidator was appointed on 27 th August 2014.

(xi) Christopher Eddlestone was a partner of Halliwells LLP (OC307980), a firm of solicitors that entered into administration in 2010.

10. DIRECTOR’S REMUNERATION

10.1 Alan McNamara’s services are provided to the Company under the terms of the agreement with the Company. Alan McNamara is entitled to a fee for his services of £42,000 per annum, payable in monthly arrears. The term of the appointment to be ongoing until terminated by either party giving the other not less than one months’ prior notice in writing.

10.2 Paul Brazewell’s services are provided to the Company under the terms of the agreement with the Company. Paul Brazewell is entitled to a fee for his services of £42,000 per annum, payable in monthly arrears. The term of the appointment to be ongoing until terminated by either party giving the other not less than one months’ prior notice in writing.

10.3 Ken Hillen was appointed as Non-Executive Director on 1 July 2019 by a letter dated 17 June 2019 for an initial period of twelve months, thereafter subject to a one months’ notice period in writing, and is entitled to a fee for his services of £36,000 per annum, payable monthly in arrears, upon the Bonds being Admitted.

10.4 Christopher Eddlestone was appointed as Non-Executive Director on 1 July 2019 by a letter dated 17 June 2019 for an initial period of twelve months, thereafter subject to a one months’ notice period in writing, and is entitled to a fee for his services of £30,000 per annum, payable monthly in arrears, upon the Bonds being Admitted.

11. SHARE CAPITAL OF THE COMPANY 11.1 The Company’s authorized and issued capital is, at the date of this Document, and will be on Admission, as follows:

Authorised Issued (fully £ Number paid) £ Number

Ordinary 50,000 50,000 50,000 50,000 Shares

11.2 On Admission, the Company will be authorized at £50,000. As set out in Part IV, 100% of the issued Ordinary Shares will be held by Belvedere Leisure Park Limited and will therefore not be held in public hands.

11.3 No shares of the Company are under option or agreed conditionally or otherwise to be put under option.

11.4 The Ordinary Shares of the Company rank pari passu in all respects and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company.

28 12. RELATED PARTY TRANSACTIONS

12.1 There were no related party transactions.

13. FINANCIAL STATEMENTS

13.1 Appendix I and II contains the audited annual financial statements for the Company and Belvedere Leisure Park Limited respectively.

14. INTERIM AND OTHER FINANCIAL INFORMATION

14.1 The Company has not published quarterly or interim financial information since the date of its last audited financial statements being 30 June 2019.

14.2 The Company’s financial statements are not in respect of a period which ends more than nine months prior to the date of the First Tranche’s expected Admission date.

15. LEGAL AND ARBITRATION PROCEEDINGS

15.1 So far as the Company is aware, there are no legal or arbitration proceedings, active, pending or threatened against, or being brought by, the Company which are having, or may have, a significant effect on the financial position of the Company.

16. SIGNIFICANT CHANGE IN THE ISSUER’S FINANCIAL OR TRADING POSITION

16.1 Other than as disclosed in this Document, there has been no significant change in the trading or financial position of the Company since incorporation.

17. WORKING CAPITAL STATEMENT

17.1 In the opinion of the Directors, having made due and careful enquiry and taking into account the net proceeds of the issue of the Bonds, the working capital available to the Company will be sufficient for a period of at least twelve months following Admission.

18. MEMORANDUM AND ARTICLES OF ASSOCIATION

18.1 The Memorandum of Association of the Company provides for the formation of the company under the Companies Act 2006.

18.2 The Company has authority to issue and allot the Bonds pursuant to its articles of association and the Bonds are duly constituted pursuant to the Security Trust Deed.

18.3 The Articles prescribe that the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company however the members may, by special resolution, direct the Directors to take, or refrain from taking, specified action.

18.4 The number of Directors from time to time shall not be less than two and is subject to a maximum of eight.

18.5 Decisions of the Directors are to be made by a majority vote.

18.6 There is only one class of share currently issued, being ordinary shares, although the Company may by ordinary resolution issue different classes of shares with such rights and restrictions as are determined by the ordinary resolution. Variation of share rights may only occur by a special resolution of the holders of that class of share.

18.7 The Directors may call general meetings and, on the requisition of members pursuant to the provisions of CA 2006, shall forthwith proceed to convene a general meeting in accordance with CA 2006. General meetings (other than an adjourned meeting) shall be called by notice of (a) in the

29 case of an annual general meeting, at least twenty-one clear days; and (b) in the case of any other general meeting at least fourteen clear days, although shorter notice periods are possible.

18.8 Subject to section 318(2) of CA 2006, two qualifying persons entitled to vote upon the business to be transacted shall be a quorum at a general meeting provided that if the Company has only a single member, the quorum shall be one such qualifying person.

18.9 The Company’s articles stipulate that where any person acquires an interest in shares (whether acting alone or in concert with other persons) amounting to three per cent or more of the issued share capital of any class of shares of the Company, he must within two days following the date he became aware (or ought reasonably to have become aware) of the acquisition of such an interest notify the Company of the existence of such interest, and to supply particulars about the acquisition.

19. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) ha ve been entered into by the Company and are or may be material in the context of the Company:

19.1 A Development Loan Agreement entered into between the Company and the Guarantor dated 1 November 2019. Pursuant to the Development Loan Agreement, the Company will agree to provide the Guarantor with a £22,500,000 term loan facility, on an arm’s length basis. The loan is to fund the Development and the refinancing of an existing loan with Moneything. Such expenses include legal fees, accountant’s fees, corporate advisory fees and other operational costs and expenses. It has been agreed that the interest rate shall be 7.95 % per annum, which shall accrue on a daily basis, the first such payment being due on the scheduled repayment date as defined within the Development Loan Agreement.

19.2 By an engagement letter dated 23 July 2019, Alfred Henry Corporate Finance Limited were appointed to act as the NEX Exchange corporate adviser in relation to the proposed Admission of the 6.25% secured Bonds to trading on NEX for a fee of £30,000 plus VAT.

19.3 By a corporate adviser agreement dated 10 September 2019, Alfred Henry Corporate Finance Limited were appointed to act as the NEX Exchange corporate adviser for an annual fee of £15,000 plus VAT together with a bond programme fee of £1,000 plus VAT for each additional Tranche of Bonds listed on NEX.

19.4 A bond instrument dated 31 October 2019 (the “Bond Instrument ”) executed by the Company which empowers the Company to create and issue up to a maximum nominal amount of £25,000,000 6.25% fixed rate secured bonds.

19.5 A debenture dated 1 November 2019 (the “ Debenture ”) executed by the Company and the Guarantor (together the “ Chargors ”), in favour of the Trustee (as trustee for the Bondholders) pursuant to which each of the Chargors has granted the Trustee a first fixed charge over (inter alia) all future real estate and goodwill and a floating charge over the whole of each company’s respective assets and undertakings not otherwise subject to a fixed charge in favour of the Trustee. The Trustee has the right to convert the floating charge to a fixed charge over any particular asset at any time following an event of default or if it considers that the relevant asset is at risk. The Debenture contains covenants and events of default which are typical for such documents.

19.6 A security trust deed dated 1 November 2019 (the “ Security Trust Deed ”) executed by the Company, the Guarantor and the Trustee which regulates the rights of priority and of enforcement in respect of the Debenture.

19.7 A guarantee and indemnity dated 1 November 2019 (the “Guarantee and Indemnity” ) executed by the Guarantor and the Trustee for the purpose of providing credit support to the Trustee for the Company’s obligations under the Bond Instrument.

19.8 By an engagement letter dated 9 th January 2019, Druces LLP was appointed to act as legal adviser to the Company and the Guarantor in relation to English law in connection with this Base Admission Document, including the Security Trust Deed, for an estimate of £35,000- £55,000 plus VAT but not including expenses and disbursements.

19.9 By an engagement letter dated 2nd August 2019, Kay Johnson Gee Limited was appointed to act as Auditor to the Company with fees and disbursements to be agreed.

19.10 By an engagement letter dated 3 September 2019, Jeffreys Henry LLP was appointed to act as reporting accountant to the Company in relation to the NEX Exchange’s approval of the Base Admission Document for a fee of £12,500 and disbursements.

19.11 By an engagement letter dated 11 th September 2019, Thorntons Law LLP was appointed to act as legal adviser to the Company in relation to Scottish law in connection with this Base Admission Document, including the Security Trust Deed, for fees and disbursements to be agreed.

19.12 By an Agency Services Agreement and Registry Services Agreement to commence on 4 October 2019, Avenir Registrars Limited was appointed to act as Registrar to the Company.

19.13 NCM Fund Services Limited are appointed under the Trust Deed and are remunerated on the basis of an initial set-up fee of £5,000 and a charge of £15,000 per annum until the fund is over £5million and then £20,000 per annum from £10million-£15million; to be increased by £5,000 per annum as the fund increases for each £5,000,000 Tranche.

19.14 A Principal Trust Deed dated 12 November (the “Principal Trust Deed”) executed by the Company and NCM Fund Services Limited for the purpose of setting out some additional and supplemental terms of the relationship between the Company and the NCM Fund Services Limited, and which sits alongside the Security Trust Deed, which takes precedence over the two documents.

19.15 A relationship agreement dated 1 Novem ber 2019 (the “Relationship Agreement”) executed by the Company, the Guarantor, Alfred Henry and Robert Ure for the purpose of setting out the relationship between the ultimate beneficial owner with the Company and the Guarantor.

19.16 By a broker’s commission agreement dated 20 March 2019 with Anglo Chinese Property Corporation Limited pursuant to which the Guarantor has agreed to pay a sum of up to 1% of the amount raised by way of bond subscriptions from investors introduced by Anglo Chinese Property Corporation Limited by way of a commission payment.

20. INTERESTS OF PERSONS INVOLVED IN THE OFFER

20.1 The Bonds will be offered by the Company and be guaranteed by the Guarantor to the extent specified under the heading “Description of the Guarantee” in section 1 of Part VII of this Document.

20.2 The Company has not made any payment to any person (other than a trade supplier, professional adviser or underwriter disclosed in the section of this Document entitled “Material Contracts” ) of fees in excess of £1,000 (however satisfied), in respect of services provided to the Company during the period of twelve months prior to publication of this Document.

21. REASON FOR THE OFFER AND USE OF PROCEEDS

21.1 The total proceeds which are expected to be raised by each Offer, and the expected net proceeds, after deductions of any expenses of such Offer, are detailed in the section of this Document entitled “The Subscription and use of proceeds” beginning on page 13.

21.2 The net proceeds of the Offer shall be used in the following order: first, to settle the fees and costs of submitting this Document, second, to repay the existing secured debt on the site, and thirdly to fund the development of Phase One of the resort, all as detailed in the section of this Document entitled “The Subscription and Use of Proceeds” beginning on page 13.

22. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ ADMITTED TO TRADING

22.1 the Bonds are denominated in amounts of £1;

22.2 the Bonds will be redeemed by the Company five years from issue;

22.3 in the event that an Event of Default (as defined in the Terms and Conditions) occurs, the Bondholders may require the Company to redeem the Bonds at par; with effect from their respective dates of issue, the Bonds carry a fixed coupon of 6.25% gross per annum payable bi-annually on 30 September and 31 March each year, subject to lawful withholdings or deductions;

22.4 the Bonds are freely transferable;

22.5 the Bonds are secured; and

22.6 the other terms and conditions of the Bonds are set out in Part VIII.

23. TAXATION

23.1 United Kingdom taxation

The following summary is intended only as a general guide and outlines certain aspects of UK taxation which apply to persons who are the beneficial owners of the Bonds. It is based on a summary of the Company’s understanding of law and practice in the UK at the date of this Document and is not a complete or exhaustive analysis. It does not constitute advice. Some aspects do not apply to certain classes of person (such as dealers, certain professional investors and persons connected with the Company) to whom special rules may apply. The UK tax treatment of prospective Bondholders depends on their individual circumstances and may therefore differ from that set out below or may be subject to change in the future. Prospective Bondholders who are in any doubt over their tax position or may be subject to tax in a jurisdiction other than the UK, should seek their own professional advice. This summary only deals with the matters expressly set out below.

23.2 Withholding tax on the Bonds

Payment of interest on the Bonds may be made without deduction or withholding on account of United Kingdom income tax provided that the Bonds continue to be admitted to trading on a multilateral trading facility operated by an EEA-regulated ‘recognised stock exchange; within the meaning of section 1005 of the Income Tax Act 2007 (the ITA ). The NEX Exchange is a recognised stock exchange which operates NEX Exchange Growth Market as a multilateral trading facility for these purposes. Provided, therefore, that the Bonds remain so admitted, interest on the Bonds will be payable without withholding or deduction on account of United Kingdom tax. Where the Bonds cease to be so admitted, interest on the Bonds may also be paid without withholding or deduction on account of United Kingdom income tax where (a) interest on the Bonds is paid by the Company and, at the time the payment is made, the Company reasonably believes that the person beneficially entitled to the interest is: (i) a company resident in the United Kingdom; or (ii) a company not resident in the United Kingdom that carries on a trade in the United Kingdom through a permanent establishment and which brings into account the interest in computing its United Kingdom taxable profits; (iii) falls within the various categories specified in section 936(2) ITA (including charities and specified pension funds) or (iv) a partnership each member of which is a company referred to in (i), (ii) or (iii) above, provided that HMRC has not given a direction (in circumstances where it has reasonable grounds to believe that it is likely that one of the above exemptions is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax, or (b) the Company has received a direction permitting payment without withholding or deduction from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

In other cases, an amount must generally be withheld from payment of interest on the Bonds on account of United Kingdom income tax at the basic rate (currently 20 per cent). If interest were paid under deduction of United Kingdom income tax, Bondholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty.

23.3 UK income tax

Interest on the Bonds constitutes UK-source income for tax purposes and, as such, may be subject to income tax even where paid without withholding.

However, interest with a UK source properly received without deduction or withholding on account of UK tax may not be chargeable to UK tax in the hands of a Bondholder (other than certain trustees) who is not resident for tax purposes in the UK other than in certain limited circumstances, for example where the Bondholder carries on a trade in the UK in connection with which the interest is received or to which the Bonds are attributed.

23.4 UK corporation taxpayers

Companies which are within the charge to UK corporation tax (including non-resident companies whose Bonds are used, held or acquired for the purposes of trade carried on in the UK through a permanent establishment) will be charged to corporation tax on the interest.

23.5 Proposed Financial Transactions Tax (FTT)

The European Commission has published a proposal for a Directive for a common Proposed Financial Transactions Tax ( FTT) in Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the ‘ participating Member States ’). However, Estonia has since stated that it will not participate. The proposed FTT has a very broad scope and could, if introduced in its current form, apply to persons outside the participating Member States and to transactions in the Bonds.

The proposal remains subject to negotiation between the participating Member States. Accordingly, it is not clear when the FTT will be implemented, if at all, and what form it will take if it is implemented.

Potential Bondholders are advised to seek their own professional advice in relation to the FTT.

23.6 Stamp duty and stamp duty reserve tax

No UK stamp duty or stamp duty reserve tax is payable on the issue or transfer by delivery of the Bonds.

24. GENERAL

24.1 The Directors are unaware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s prospects for the current financial year.

24.2 The Company’s accounting reference date is 31 May.

24.3 There are no potential conflicts of interests whatsoever between the Directors’ duties to the Company/Guarantor and their private interests and or other duties.

24.4 The promoters of the Company are its Directors.

24.5 Alfred Henry Corporate Finance Limited has given and has not withdrawn its written consent to the issue of this Document with the inclusion of its name in the form and context in which it appears.

24.6 Alfred Henry Corporate Finance Limited, the Company’s corporate advisor, is 50% owned by the reporting accountants Jeffreys Henry LLP. Both firms have appropriate safeguards in place to avoid any perceived conflicts in interest.

24.7 Druces has not withdrawn its written consent to the issue of this Document with the inclusion of

33 its name in the form and context in which it appears.

25. DOCUMENTS AVAILABLE FOR INSPECTION

25.1 Copies of the following documents will be available for inspection at the offices of the Company during normal business hours on any weekday (except Saturdays, Sundays and public holidays) and shall remain available for at least one month after Admission:

25.1.1 the Memorandum and Articles of Association of the Company;

25.1.2 the audited Annual Financial Statements for Belvedere Leisure Park Limited for the two years to 30 March 2019;

25.1.3 the audited Annual Financial Statements for Belvedere Leisure Resorts plc for the period from incorporation to 30 June 2019;

25.1.4 the Material Contracts referred to in Part VI of this Document; and

25.1.5 this Document.

26. AVAILABILITY OF DOCUMENTS

26.1 This Document is available for review on the Company’s website at www.belvedereleisureresortsplc.com . In addition, hard copies of this Document may be collected from the Company’s registered office and the offices of Alfred Henry Corporate Finance Limited.

34 PART VII – ADDITIONAL INFORMATION ABOUT THE GUARANTOR

1. DESCRIPTION OF THE GUARANTEE

1.1 The obligations of the Company in respect of both interest and principal and any other monies payable by the Issuer on or in respect of the Bonds is irrevocably and unconditionally guaranteed by Belvedere Leisure Park Limited.

1.2 The obligations of the Guarantor in respect of such guarantee are secured and, except as may be provided by applicable legislation or judicial order, will rank ahead of unsecured and unsubordinated obligations of the Guarantor. Investors should understand that the Trustee’s ability to recover funds under the Guarantee if the Company is unable to meet its obligations to pay the interest or principal of the Bonds, is wholly dependent on the continued solvency of the Guarantor.

1.3 The liability of the Guarantor is limited to the aggregate principal amount of the Bonds outstanding when the Guarantee is called, and the Trustee may unilaterally call the Guarantee as a last resort when the Company and any subsidiary thereof has been fully and completely dissolved and the Trustee has fully, completely, irrevocably and unconditionally realised and applied all its security over the assets and undertakings of the Company.

2. HISTORY OF THE GUARANTOR

2.1 The legal and commercial name of the Guarantor is Belvedere Leisure Park Limited.

2.2 The Guarantor was incorporated in England and Wales on 11th March 2015 with registered number 09484567 as a Private Limited Company.

2.3 The liability of members is limited.

2.4 The principal legislation under which the Company operates is the Companies Act 2006 and the regulations made thereunder.

2.5 The registered office of the Company is 53 King Street, Manchester, M2 4LQ. The Company has commenced trading and its principal place of business is known as Barncrosh Farm, Bridge of Dee, Dumfries & Galloway, Scotland, DG7 1TX and its telephone number is +44 (0)161 532 8225. The website address is www.landalbelvedere.co.uk but the information on this website does not form part of this Document unless that information is incorporated by reference into this Document.

3. INVESTMENTS

3.1 The only investments the Guarantor holds are the shares in the Company and the property at Barncrosh Farm.

4. BUSINESS OVERVIEW

4.1 Belvedere Leisure Park Limited is a development company which principally owns land at Barncrosh Farm and is to develop this into a large purpose built leisure holiday resort, with Landal GreenParks’ managing the resort on a long term basis making BLP the landlord and responsible for the maintenance of the grounds.

5. ORGANISATIONAL STRUCTURE

5.1 A description of the Group and the Company’s position within the Group is set out in Part IV of this Document, and in particular in the section entitled “Relationship between the Company and Belvedere Leisure Park Limited” beginning on page9.

5.2 A list of the Guarantor’s subsidiaries is as follows:

Na me Cou ntry of Prop ortion of Prop ortion of Incorporation Ownership Interest Voting Interest held held by Guarantor by Guarantor Belvedere Leisure Resorts plc England 100% 100%

6. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

6.1 The Guarantor does not presently, or within the last financial year, have any material research and development policies.

7. TREND INFORMATION

7.1 The market trends within which the Group, including the Guarantor, operates is described in section 6 of Part VI of this Document.

8. PROFIT FORECASTS, PROJECTIONS OR ESTIMATES

8.1 The Guarantor has not made any public profit forecast, projection or estimate.

9. BIOGRAPHIES OF GUARANTOR’S DIRECTOR/CONSULTANT

9.1 The Guarantor has one director, Alan McNamara and one shareholder, Robert Ure, whose biographies can be found in Part IV of this Document entitled “Team, Directors and Senior Management” and “Other Consultants”.

10. ADMINISTRATION AND MANAGEMENT OF GUARANTOR – ADDITIONAL DISCLOSURES 10.1 The Director holds, or has held, the following directorships, other than in the Company, over the previous five years:

Name Current directorships Past directorships

Alan Belvedere Leisure Park Limited Belvedere Funding Ltd McNamara Belvedere Leisure Park Lettings Belvedere Finance Ltd Management Ltd ICP Finance Ltd Belvedere Investments Ltd New Leaf Management Group Ltd Placebook Ltd

10.2 At the date of this Document, save as disclosed below, none of the Company’s Directors:

10.2.1 is currently or has over the previous five years been a director or partner of any companies and partnerships other than those which are disclosed above;

10.2.2 has any unspent convictions in relation to indictable offences;

10.2.3 has been involved in any bankruptcy or individual voluntary arrangements;

10.2.4 has been involved as a director of a company which has gone into receivership or been the subject of any compulsory liquidations, creditors’ voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors at the time of or within the 12 months preceding such events; or

10.2.5 has been the subject of any public criticism by any statutory or regulatory authority (including authorized professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

10.2.6 Alan McNamara was a director of a company, Guardian Mortgages Ltd (04628764) which was an FCA regulated credit brokerage he founded and built to be a master broker/packager for a select panel of lenders. Unfortunately, its decline was due to the economic downturn in 2008 as the Company’s core activity was advising and arranging on regulated mortgage contracts. As the financial markets collapsed, the company failed and

36 this was beyond his control.

10.2.7 Alan McNamara was a director of Guardian Financial Management (Group) Ltd (06413705) until his resignation between late 2009 and early 2010 as a result of a boardroom split and selling a large chunk of the Guardian Debt Management client base to the MoneyPlus Group. As a result of his involvement with this company, Alan McNamara entered into an individual voluntary arrangement in July 2014. This was completed earlier than required in September 2016 as a result of early settlements.

10.2.8 The above company wholly owned Credit Issues Ltd (06589784) of which Alan McNamara was a director until 16 October 2009. The Ministry of Justice asked Alan to re-join the board in order to manage the remaining live claim clients until it was successfully sold on. He resigned again on 1 March 2010 after selling 50% of client files to a Manchester based law firm, of which the Ministry of Justice approved. Alan had no involvement with any subsequent company voluntary agreement.

11. MAJOR SHAREHOLDERS

11.1 Insofar as within the Director’s knowledge or which could with reasonable diligence be ascertained as at the date of this Document, the Directors are not aware that there are any shareholders that will be interested, directly or indirectly, in 3% or more of the votes able to be cast at general meetings of the Guarantor, save for the interests of Robert Ure, as disclosed in section 18.2 in this Part VII.

12. RELATED PARTY TRANSACTIONS

12.1 For the 12 months ended 30 March 2019 (being the latest practical date prior to the publication of this Document), the transactions that constitute the Guarantor’s related party transactions, as that term is defined under the accounting standards applicable to the Guarantor, appear in section 8 (‘Related Party Transactions”) of the Notes to the Financial Statements for the Year Ended 30 March 2019, which are set out in full in Appendix II of this Document. The loan referred to in this note is a loan of £221,204 from BLP to Belvedere Funding Ltd in conjunction with 4 x investment properties which the Director’s estimate are worth £320,000. This is intended to be repaid from the anticipated sale of these properties. Belvedere Funding Ltd is not part of the Group structure, but as at 30 March 2019, Alan McNamara was a Director of both of these companies.

12.2 Other than those transactions incorporated by reference in this section 12 entitled “Related Party Transactions”, the Guarantor was not a party to any related party transactions, as that term is defined under the accounting standards applicable to the Guarantor, since 30 March 2019 (being the latest practical date prior to the publication of this Document).

13. FINANCIAL STATEMENTS

13.1 Appendix II contains the Guarantor’s consolidated annual financial statements for the previous two financial years, namely the years ended 30 March 2018 and 30 March 2019.

14. INTERIM AND OTHER FINANCIAL INFORMATION

14.1 The Guarantor has not published quarterly or interim financial information since the date of its last audited financial statements.

14.2 The Guarantor’s consolidated financial statements are not in respect of a period which ends more than nine months prior to the date of the First Tranche’s expected Admission date.

15. LEGAL AND ARBITRATION PROCEEDINGS

15.1 The Guarantor is not involved in any legal, governmental or arbitration proceedings which may have or have had since its incorporation, a significant effect on the Guarantor’s financial position and, so far as the Directors are aware, there are no such proceedings pending or threatened against the Guarantor.

15.2 Likewise, no member of the Group is involved in any legal, governmental or arbitration proceedings which may have or have had since incorporation, a significant effect on any member of the Group’s financial position and, so far as the Directors are aware, there are no such

37 proceedings pending or threatened against any member of the Group.

16. SIGNIFICANT CHANGE IN THE ISSUER’S FINANCIAL OR TRADING POSITION

16.1 There has been no significant change in the financial or trading position of the Guarantor since the end of the last financial period for which audited financial information has been published.

17. WORKING CAPITAL STATEMENT

17.1 In the opinion of the Directors, having made due and careful enquiry, the working capital available to the Guarantor will be sufficient for the period of at least twelve months following Admission.

18. SHARE CAPITAL

18.1 The Company’s authorised and issued capital is, at the date of this Document, as follows:

Authorised Issued (fully £ Number paid) Number £

100 100 100 100 Ordinary Shares

18.2 The whole of the issued share capital of the Guarantor is beneficially owned by Robert Ure.

18.3 The Guarantor has a single class of shares, namely, Ordinary Shares.

18.4 The par value of each Ordinary Share is £1.

18.5 No shares of the Company are under option or agreed conditionally or otherwise to be put under option.

18.6 The Ordinary Shares of the Company rank pari passu in all respects and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the company.

19. SUMMARY OF ARTICLES OF BELVEDERE LEISURE PARK LIMITED

19.1 Memorandum and Articles of Association

19.1.1 The Guarantor has model Articles.

20. MATERIAL CONTRACTS

20.1 A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the Guarantor or any member of the Group is a party (other than the Company, whose material contracts are summarized in Part VI of this Document, for the two years immediately preceding publication of this Document is as follows:

20.1.1 Landal GreenParks Management and Marketing Services Agreement - On 17 December 2018, the Guarantor entered into a 25 year Management and Marketing Services Agreement with Landal GreenParks on a hire revenue and onsite activities revenue share basis. Under the LB Contract, LGP take an initial 40% of revenue from the net hire charges of bookings until the opening of the second phase of the development, then a 39% share until the opening of phase 3 then a 38% share for the rest of the term. Additionally, LGP keep 80% of on site beverage and food sales. This is LGP/AZ’s first UK management model of its kind to be executed. Further details are set out in section 3 of Part IV of this Document.

20.1.2 An agreement made on 25th September 2018 between the Guarantor and Building Themes International Limited in respect of the demolition works required, for a fee of £176,880.

20.1.3 An agreement made on 16 th September 2019 between the Guarantor and Building Themes International Limited in respect of the new build works required, including the design and

38 construction of 120 lodges, facilities buildings and association infrastructure for the contract sum of £9,982,770.

20.1.4 By way of fee agreement dated 5 September 2019 between the Guarantor and Direct Project Management Limited, the provision of project monitoring services was provided for Phase One for the base sum of £1,000 per month for the duration of the construction period; plus additional sums upon the achievement of specified works as set out in the fee agreement.

20.1.5 By way of fee proposal dated 15 th November 2018 ABW Architects was appointed to provide architectural and Principal Designer services associated with the redevelopment of the farmland and buildings at Barncrosh to the Guarantor with a fixed fee (based on assumptions) of £240,000.

20.1.6 By way of fee proposal dated 23 rd October 2018 Waterman Group plc was appointed to provide civil and structural engineering services for the Guarantor. Fees as set out in that document for each phase of work.

20.1.7 A fee proposal from Milieu Landscape Design dated 22 May 2019 to the Guarantor in respect of providing landscape consultant services for a total proposed fee of £51,458.00.

20.1.8 A debenture dated 1 November 2019 (the “ Debenture ”) executed by the Company and the Guarantor (together the “ Chargors ”), in favour of the Trustee (as trustee for the Bondholders) pursuant to which each of the Chargors has granted the Trustee a first fixed charge over (inter alia) all future real estate and goodwill and a floating charge over the whole of each company’s respective assets and undertakings not otherwise subject to a fixed charge in favour of the Trustee. The Trustee has the right to convert the floating charge to a fixed charge over any particular asset at any time following an event of default or if it considers that the relevant asset is at risk. The Debenture contains covenants and events of default which are typical for such documents.

20.1.9 A guarantee and indemnity dated 1 November 2019 (the “ Guarantee and Indemnity ”) executed by the Guarantor and the Trustee for the purpose of providing credit support to the Trustee for the Company’s obligations under the Bond Instrument.

20.1.10 A security trust deed dated 1 November 2019 (the “ Security Trust Deed ”) executed by the Company, the Guarantor and the Trustee which regulates the rights of priority and of enforcement in respect of the Debenture.

20.1.11 A relationship agreement dated 1 November 2019 (the “ Relationship Agreement ”) executed by the Company, the Guarantor, Alfred Henry and Robert Ure for the purpose of setting out the relationship between the ultimate beneficial owner with the Company and the Guarantor.

20.1.12 A Development Loan Agreement entered into between the Company and the Guarantor dated 1 November 2019. Pursuant to the Development Loan Agreement, the Company will agree to provide the Guarantor with a £22,500,000 term loan facility, on an arm’s length basis. The loan is to fund the Development and the refinancing of an existing loan with MoneyThing Capital Limited. Such expenses include legal fees, accountant’s fees, corporate advisory fees and other operational costs and expenses. It has been agreed that the interest rate shall be 7.95 % per annum, which shall accrue on a daily basis, the first such payment being due on the scheduled repayment date as defined within the Development Loan Agreement.

21. GUARANTOR’S BACKGROUND

21.1 The Guarantor was initially established to exercise an option to purchase the land in South West Scotland, known as Barncrosh Farm, Bridge of Dee, Dumfries & Galloway, DG7 1TX, subject to the Guarantor successfully achieving full planning permission for a holiday village.

21.2 The 109-acre site with buildings was then acquired by the Guarantor in August 2017 for £1.75m plus legal and professional fees and since its acquisition, full planning permission for 444 lodges was granted with leisure and hospitality facilities in January 2018.

39 21.3 Detailed planning and design has been carried out on the resort working closely with the head office team at both AG and LGPs headquarters in the Netherlands to ensure every detail and aspect has been carefully planned, thought out and signed off by LGP, from the number of lockers in the leisure complex to the kitchen design of the restaurant and brasserie.

21.4 The Guarantor and its founders and directors have, since finding the Landal Belvedere Site and identifying it as potentially one of the UK’s leading lodge resort destination venues, secured an arrangement with LGP to market the resort for bookings and obtained a long term management and marketing contract, the first of its kind for LGP in the UK, and changed the future operational model and assembled a key professional team as part of the Guarantor’s strategy to make the Landal Belvedere Site one of the UK’s popular tourist resorts, once developed and fully operational.

21.5 The Guarantor’s director has selected Manchester as the ideal place to house its administration offices given the need for a centralised geographical location for accessing the key professional team.

21.6 The Guarantor’s accounts and corporate affairs are fully up to date. The Guarantor’s most recent trading accounts for the year ending 30 March 2019 (which are due to be lodged with Companies House in December 2019), confirm a balance sheet of almost £2.1m equity, based on an asset value of £5.4m on a land only basis.

21.7 The Guarantor intends, once commencement of works are underway, to perform a desktop feasibility study by RICS surveyors to help identify the commercial valuation of the site. The Guarantor carries robust security in the strength of its responsibility as being guarantor to the bonds.

21.8 The Guarantor has the full support of the Dumfries & Galloway local authority, it’s planning department, and the Minister of Scottish Parliament (MSP) for the region, Mr Finlay Carson, as the Guarantor proceeds with plans for the opening of the Landal Belvedere tourist resort for holidaymakers, visitors to the area and locals alike who wish to use and benefit from the facilities.

40 PART VIII – TERMS AND CONDITIONS OF THE BONDS

Introduction

This Part VIII contains the principal terms and conditions to which the Bonds are subject. The Company may issue the Bonds in one or more Tranches, all of which will be on and subject to the provisions summarised in this Part VIII. The price at which Bonds may be issued may vary depending (inter alia) on the market price of the Bonds and the timing of the issue by reference to the bi-annual interest payment dates.

Programme: The Company has established a secured Bond Programme for the issuance of the Bonds. Trust Deed: The Bonds are constituted by, are subject to, and have the benefit of, a trust deed dated on or around 31 October 2019. Debenture: The Bonds are secured pursuant to a debenture dated on or around the date of the Trust Deed between the Company, the BLP Ltd and the Trustee. Guarantee: The Bonds are further secured pursuant to a guarantee executed by the Guarantor in favour of the Trustee on or about the date of the Trust Deed. The liability of the Guarantor is limited to the aggregate principal amount of the Bonds outstanding when the Guarantee is called, and the Trustee may unilaterally call the Guarantee as a last resort when the Company and any subsidiary thereof has been fully and completely dissolved and the Trustee has fully, completely, irrevocably and unconditionally realised and applied all its security over the assets and undertakings of the Company. Summaries: This Part VIII contains summaries of the Trust Deed. Bondholders and the holders of the related interest coupons, if any, (the “Couponholders” and the “Coupons”, respectively) are bound by, and are deemed to have notice of and are entitled to the benefit of, all the provisions of the Trust Deed applicable to them. Copies of the Trust Deed are available for inspection by Bondholders and Couponholders during normal business hours at the Company’s registered office from time to time. The Trustee acts for the benefit of the Bondholders in accordance with the provisions of the Trust Deed.

Registrar The Bonds are the subject of a registrar agreement dated on or around the date of the Trust Agreement: Deed (the “Registrar Agreement”) which has been entered into between, among others, the Issuer and Avenir Registrars Limited (the “Registrar”, which expression includes any successor Registrar appointed from time to time in connection with the Bonds).

A DEFINITIONS AND INTERPRETATION

1. The definitions and rules of interpretation in this Section A apply in this Part VIII.

Bondholder each person for the time being entered in the Register as a holder of any Bonds. Bonds up to £25,000,000 6.25% fixed rate secured bonds constituted by the Bond Instrument or, as the case may be, the amount of such bonds for the time being issued and outstanding. Bond Instrument means the Deed Poll executed by the Company dated 31 October 2019 which created the Bonds. Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Certificate has the meaning given to such term in paragraph 6.1 of Section B of this Part VIII. Certificated Form means any Bond which is for the time being evidenced by a Certificate.

41 Conditions the conditions set out in Schedule 2 of the Bond Instrument and repeated in Section C of this Part VIII, as from time to time amended and Condition shall be construed accordingly. CREST means the dematerialised securities trading system operated by Euroclear UK and Ireland Limited. Debenture the debenture dated 1 November 2019 in the form set out in Schedule 5 to the Bond Instrument, which has been executed and delivered to the Security Trustee. Directors the board of directors of the Company for the time being.

Event of Default any of those events specified in paragraph 8 of Section B of this Part VIII. Group the Company and BLP Ltd. Guarantee the guarantee dated 1 November 2019 which has been executed and delivered to the Security Trustee. NEX the NEX Exchange Growth Market. Operator has the meaning given to such term in the Regulations. Register the register of Bondholders kept and maintained by the Company in accordance with paragraph 7 of Section C of this Part VIII. Regulations means the Uncertificated Securities Regulations 2001. Repayment Date 5 years from the creation of each Tranche and this date shall be specified in the relevant Pricing Supplement Security Documents the Debenture, the Guarantee and such other security over the assets of the Company as the Security Trustee may require pursuant to the term of the Debenture and the Security Trust Deed. Security Trust Deed a security trust deed dated 1 November 2019 between the Security Trustee, the Company and the Guarantor. Security Trustee NCM Fund Services Limited and such other trustee or trustees as may from time to time be appointed under the Security Trust Deed. Special Resolution a resolution passed at a meeting of the Bondholders duly convened and held in accordance with the provisions of the Bond Instrument and carried by a majority consisting of not less than 75% of the persons voting at such meeting on a show of hands or, if a poll is demanded, by a majority consisting of not less than 75% of the votes given on such poll. Tranche means the First Tranche and all subsequent issuances of Bonds pursuant to a Pricing Supplement and whose terms and conditions shall otherwise be contained in the Bond Instrument Uncertificated Form means any Bond which is for the time being recorded in the relevant register of Bondholders as being held in uncertificated form in CREST, and title to which may, by virtue of the Regulations, be transferred by means of CREST.

2. Any reference in this Part VIII to:

2.1. the assets of any person shall be construed as a reference to all or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;

2.2. an encumbrance shall be construed as a reference to a mortgage, charge, assignment, pledge, lien (save as arising in the ordinary course of business), hypothecation, right of set-off (save as arising under the general law for the protection of certain classes of creditors) or trust arrangement for the purpose of and having a similar effect to the granting of security, or other security interest of any kind

42 2.3. indebtedness shall be construed as a reference to any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;

2.4. the Bond Instrument or to any other instrument, agreement or document shall, unless the context otherwise requires, be construed as reference to the Bond Instrument or such other instrument, agreement or document as the same may from time to time be amended, varied, supplemented or novated, in each case, in accordance with its terms;

2.5. a month shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day that is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;

2.6. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

2.7. repayment includes redemption and vice versa and the words repay, redeem, repayable, redeemed and repaid shall be construed accordingly;

2.8. a reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of: (i) another person (or its nominee), by way of security or in connection with the taking of security; or (ii) its nominee;

2.9. tax shall be construed so as to include any present and future tax, levy, impost, deduction, withholding, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

2.10. the winding-up, dissolution or administration of a person shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such person is incorporated or of any jurisdiction in which such person carries on business; and

2.11. £ denotes the lawful currency of the United Kingdom.

3. References to any statute or statutory provision:

3.1. shall be construed as a reference to it as it is in force as at the date of the Bond Instrument;

3.2. shall include all subordinate legislation made as at the date of the Bond Instrument under that statute or statutory provision.

4. In construing this Part VIII general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words followed by the word including shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

5. All the provisions of the Bond Instrument are severable and distinct from one another and the illegality, invalidity or unenforceability of any provision of the Bond Instrument under the law of any jurisdiction shall not affect its validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

6. References to the Bonds include references to all and/or any of the Bonds.

43 B PRINCIPAL PROVISIONS OF THE BOND INSTRUMENT

1. Amount of Bonds

The principal amount of the Bonds is limited to £25,000,000.

2. Description of Bonds

The Bonds shall be known as 6.25% fixed rate secured bonds and shall be issued in integral multiples of £1 by the Company.

3. Status of Bonds

The Bonds when issued shall rank pari passu equally and rateably without discrimination or preference amongst themselves and as secured obligations of the Company secured pursuant to the Security Documents.

4. Repayment of Bonds

4.1. When the Bonds become payable in accordance with the provisions of the Bond Instrument, the Company shall pay to the Bondholders the full principal amount of the Bonds to be repaid together with any accrued interest on such Bonds (less any tax which the Company is required by law to deduct or withhold from such payment) up to and including the date of payment.

4.2. All payments under the Bond Instrument, whether of principal, interest or otherwise, shall be made by the Company to the Bondholders entitled to such payments as described in paragraph 8 of Section D of this Part VIII.

4.3. Where any payment to a Bondholder, whether of principal, interest or otherwise, is due in accordance with the terms of the Bond Instrument on a day that is not a Business Day, payment shall take place on the next succeeding Business Day. If that next succeeding Business Day is in the month following the month in which payment would otherwise be made, payment shall take place on the immediately preceding Business Day.

5. Interest on Bonds

Until the Bonds are repaid in accordance with the provisions of the Bond Instrument, interest shall accrue and be paid on the principal amount of the Bonds which are outstanding at the rate and in the manner set out in the Conditions.

6. Certificates

6.1. Each certificate for Bonds (a “Certificate”) shall:

6.1.1. bear a denoting number;

6.1.2. be issued to a Bondholder in the form (or substantially in the form) set out in the Bond Instrument and shall be executed by the Company in accordance with the Companies Act 2006; and

6.1.3. have the Conditions endorsed on or attached to it.

6.2. Each Bondholder holding Bonds in Certificated Form shall be entitled to receive without charge one certificate for the Bonds registered in their name.

6.3. The Company shall not be bound to register more than four persons as the joint holders of any Bonds and, in the case of Bonds held jointly by several persons, the Company shall not be bound to issue more than one certificate. Delivery of a certificate to the person who is first named in the Register as Bondholder shall be sufficient delivery to all joint holders of the Bonds in respect of which such certificate has been delivered.

6.4. When a Bondholder transfers or redeems part only of their Bonds, the old certificate shall be cancelled and a new certificate for the balance of such Bonds shall be issued without charge.

44 7. Register

7.1. The Company shall, at all times, keep a Register in hard copy or electronic form at its registered office (or at such other place as the Company may from time to time have appointed for the purpose and have notified to the Bondholders).

7.2. The Register shall contain the following details:

7.2.1. the names and addresses of the Bondholders for the time being;

7.2.2. the principal amount of the Bonds held by each Bondholder;

7.2.3. the date at which the name of each Bondholder is entered in respect of the Bonds registered in their name;

7.2.4. the date of issue of each Bond; and

7.2.5. all transfers and changes of ownership of the Bonds.

7.3. Any change of name or address by any Bondholder that is notified to the Company at its registered office address above shall be entered in the Register.

7.4. Any Bondholder may at all reasonable times during office hours and on reasonable notice inspect, and take copies of, the Register.

7.5. If and for so long as the Bonds are admitted to trading on NEX and are admitted to CREST, a register shall be maintained by Euroclear UK & Ireland Limited/CREST in respect of Bondholders who hold their Bonds in Uncertificated Form.

8. Default

The following are Events of Default:

8.1. Non-payment : the Company fails to pay any principal or interest on any of the Bonds within 10 Business Days after the due date for payment thereof;

8.2. Breach of undertaking : the Company fails duly to perform or comply with any obligation (other than an obligation to pay principal or interest in respect of the Bonds) expressed to be assumed by it in the Bond Instrument and such failure continues for 10 days after written notice has been given by any Bondholder requiring remedy thereof;

8.3. Cross-default : any indebtedness of the Company is not paid when due or is declared to be or otherwise becomes due and payable prior to its specified maturity or any creditor of the Company or any member of the Group becomes entitled to declare any such indebtedness due and payable prior to its specified maturity;

8.4. Insolvency : the Company is (or is, or could be, deemed by law or a court to be) insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), stops, suspends or threatens to stop or suspend payment of all or any material part of its indebtedness or commences negotiations with any one or more of its creditors with a view to the general readjustment or re-scheduling of all or any material part of its indebtedness or makes a general assignment for the benefit of, or composition with, any of its creditors (or any class of its creditors) or a moratorium is agreed or declared in respect of, or affecting, all or a material part of its indebtedness;

8.5. Enforcement proceedings : a distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any part of the assets of the Company and is not discharged or stayed within 10 days;

8.6. Winding-up : the Company takes any corporate action or other steps are taken or legal or other proceedings are started for its winding-up, dissolution or re-organisation (other than for the purposes of a bona fide, solvent scheme of reconstruction or amalgamation previously approved by Special

45 Resolution) or for the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or of any or all of its assets;

8.7. Analogous proceedings : anything analogous to or having a substantially similar effect to any of the events specified in paragraph 8.1.4 to paragraph 8.1.6 inclusive shall occur under the laws of any applicable jurisdiction;

8.8. Encumbrance enforceable : any encumbrance on or over the assets of the Company becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that encumbrance;

8.9. Cessation of business : the Company ceases to carry on the business it carries on at the date of the Bond Instrument or a substantial part thereof; and

8.10. Illegality : it is or becomes or will become unlawful for the Company to perform or comply with any of its obligations under the Bond Instrument, or any such obligation is not or ceases to be legal, valid and binding.

9. Acceleration

If, at any time and for any reason, any Event of Default (as defined within the Bond Instrument) has occurred (subject to a £500,000 materiality threshold), the Bondholders may by Special Resolution or by written notice to the Company from Bondholders holding more than 50% in nominal value of the Bonds then issued and outstanding, at any time while such Event of Default remains unremedied and has not been waived by a Special Resolution, direct that the principal amount of all Bonds, all unpaid accrued interest and any other sum then payable on such Bonds shall become due and payable immediately. If the Bondholders give such a direction under this clause, then the principal amount of all Bonds, all unpaid accrued interest and any other sum then payable on such Bonds (in each case less any applicable taxes) shall be immediately due and payable by the Company and the Company shall immediately pay or repay such amounts to the Bondholders.

10. No set-off

All amounts due under the Bond Instrument from the Company to the Bondholders shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Meetings of Bondholders

The provisions for meetings of the Bondholders described in Section E of this Part VIII shall be deemed to be incorporated in the Bond Instrument and shall be binding on the Company and the Bondholders and on all persons claiming through or under them respectively.

12. Enforcement

12.1. So long as any amount is payable by the Company in respect of the Bonds, the Company undertakes that it shall duly perform and observe the obligations on its part contained in the Bond Instrument.

12.2. The Bonds shall be held subject to and with the benefit of the provisions of the Bond Instrument, the Conditions and the schedules (all of which shall be deemed to be incorporated in the Bond Instrument). All such provisions shall be binding on the Company and the Bondholders and all persons claiming through or under them respectively, and shall enure for the benefit of all Bondholders, their personal representatives, successors and permitted assigns.

12.3. Except as expressly provided in paragraph 12.4, no-one other than a party to the Bond Instrument shall have any rights to enforce any of its terms.

12.4. The Security Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer or take any action or step, as it may think fit to enforce the terms of the Security Trust Deed and the Bonds, but it need not take any such proceedings, action or step unless (a) it shall have been so directed by a Special Resolution or so requested in writing by Bondholders holding at least 66⅔ per cent. in principal amount of the Bonds outstanding, and (b) it shall have been indemnified and/or provided with security to its satisfaction. No Bondholder may proceed directly against the Company

46 unless the Security Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

13. Modification

The provisions of the Bond Instrument and the Conditions and the rights of the Bondholders may from time to time be modified, abrogated or compromised in any respect (including in any manner set out in paragraph 16.1 of Section E of this Part VIII) with the sanction of a Special Resolution and with the consent of the Company.

14. Governing law and jurisdiction

14.1. The Bond Instrument and the Bonds and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any of them or their subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

14.2. Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Bond Instrument or any Bond or their subject matter or formation.

C THE CONDITIONS

1. Repayment

On the Repayment Date, the Company shall redeem the principal amount of Bonds then outstanding. Any redemption of the Bonds under Condition 1 shall be made pro rata to the holdings of all Bondholders, together with accrued and unpaid interest (less any tax required by law to be deducted or withheld from such payment) accrued on the relevant Bonds up to (and including) the date of such repayment by the Company.

2. Voluntary early repayment

2.1. The Company may at any time, by giving the Bondholders not less than one month's written notice, repay the principal amount of all or a portion of the Bonds on the date specified in such notice.

2.2. The Company shall also pay to the Bondholders all unpaid interest accrued on the Bonds to be redeemed up to and including the date of such redemption (in each case less any taxes required by law to be deducted or withheld from such payments).

2.3. Any payment made under the provisions of paragraph 2.1 above shall be treated as reducing the amount of the repayments under paragraph 1 proportionately.

2.4. Any redemption of the Bonds under the provisions of paragraph 2.1 shall be made pro rata to the holdings of all Bondholders.

3. Cancellation

All Bonds repaid, prepaid or purchased by the Company shall be cancelled and the Company shall not reissue the same.

4. Payment of interest

4.1. Until all of the Bonds shall have been redeemed, interest on the principal amount outstanding of each outstanding Bond in issue (and on any accrued and outstanding interest that is compounded in accordance with paragraph 4.4 below) shall accrue on a daily basis from the date of issue of such Bond to the date of redemption of such Bond (both days inclusive) at the Interest Rate. If the Company redeems any Bonds in respect of which interest has accrued pursuant to this paragraph 4, interest on those Bonds will be paid to the Bondholders on redemption of those Bonds.

4.2. Any interest which falls for calculation will be calculated on the basis of a 365 day year and actual days elapsed.

47 4.3. Any interest accrued pursuant to paragraph 4.1 shall be payable in accordance with the dates and periods set out in the pricing supplement to that Tranche of Bonds (each an “Interest Payment Date”), provided that the first Interest Payment Date after the constitution of the Bond Instrument shall be 12 months from issue of the First Tranche.

4.4. If any amount becomes payable in accordance with the terms hereof but is not paid, such amount shall accrue interest at a rate of 2 per cent, above the Interest Rate (compounding on a bi-annual basis on each Interest Payment Date) between the date upon which such amount became payable and the date of actual payment (both days inclusive).

4.5. If so required by applicable law the Company will withhold tax from interest payments and account therefor to HMRC in accordance with the relevant legislation in force from time to time.

5. Dealings

The Bonds shall be capable of being dealt in or on any stock exchange in the United Kingdom or elsewhere.

6. Notices

Any Bondholder described in the Register as being at an address outside the United Kingdom but who shall from time to time give to the Company an address within the United Kingdom at which any notice may be served upon them shall be entitled to have notice served on them at such address. Save as otherwise provided in this Condition 6, no Bondholder other than a Bondholder described in the Register as being at an address within the United Kingdom shall be entitled to receive any notice.

D PROVISIONS AS TO REGISTRATION, TRANSFER AND OTHER MATTERS

1. Recognition of Bondholder as absolute owner

The Company shall recognise as absolute owner the registered holder of any Bonds. The Company shall not (except as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Bonds may be subject. The receipt of the registered holder for the time being of any Bonds or, in the case of joint registered holders, the receipt of any of them, for the principal payable in respect of such Bonds and for the interest from time to time accruing due in respect of such Bonds or for any other moneys payable in respect of such Bonds shall be a good discharge to the Company notwithstanding any notice it may have (whether express or otherwise) of the right, title, interest or claim of any other person to or in such Bonds, interest or moneys. The Company shall not be bound to enter any notice of any express, implied or constructive trust on the Register in respect of any Bonds.

2. Transferability of Bonds

2.1. Bonds held in Certificated Form are transferable by instrument in writing in the usual common form (or in such other form as the Directors of the Company may approve) in amounts and multiples of £1. There shall not be included in any instrument of transfer any Bonds other than the Bonds constituted by this Bond Instrument.

2.2. The Bonds are only transferable in whole units of £1.00 and multiples thereof.

2.3. Subject to paragraph 2.2 the transfer of any Bonds in Uncertificated Form shall be affected by means of a relevant system in the manner provided for, and subject as provided, in the Regulations.

3. Execution of transfers

Every instrument of transfer shall be duly signed by or on behalf of the transferor and the transferor shall be deemed to remain the owner of the Bonds to be transferred until the transferee's name is entered in the Register in respect of such Bonds.

48 4. Registration of transfers

Every instrument of transfer shall be left for registration at the address where the Register is maintained for the time being (as referred to in paragraph 7.1 of Section B of this Part VIII) accompanied by the Certificate(s) for the Bonds to be transferred, together with such other evidence as the Directors or other officers of the Company authorised to deal with the transfers may require to prove the title of the transferor or their right to transfer the Bonds and, if the instrument of transfer is executed by some other person on their behalf, the authority of that person to do so. All instruments of transfer which are registered shall be retained by the Company. No transfer shall be registered of Bonds in respect of which a notice of repayment has been given under paragraph 2 of Section C of this Part VIII (Voluntary early repayment). Registered Bonds will be deposited with Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI2001 No. 3755) including any modification thereof for the time being in force (the “ CREST Regulations ”) and the rules, regulations, procedures, facilities and requirements as defined in the CREST Regulations.

5. No fees for registration of transfers

No fee shall be charged for the registration of any transfer or for the registration of any confirmation, probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any Bonds or for making any entry in the Register relating to or affecting the title to any Bonds.

6. Recognition of personal representatives

The executors or administrators of a deceased Bondholder (not being one of several joint registered holders) and in the case of the death of one or more of several joint registered holders the survivor or survivors of such joint registered holders, shall be the only person(s) recognised by the Company as having any title to such Bonds.

7. Transmission of Bonds

Any person who becomes entitled to any of the Bonds as a result of the death or bankruptcy of any Bondholder, or of any other event giving rise to the transmission of such Bonds by operation of law may, upon producing such evidence that they sustain the character in respect of which they propose to act under this provision or of their title as the Directors shall think sufficient, be registered themselves as the holder of such Bonds or, subject to the preceding provisions as to transfer, may transfer such Bonds. The Company may retain any payments paid upon any such Bonds which any person under this provision is entitled to, until such person is registered as the holder of such Bonds or has duly transferred the Bonds.

8. Payment of interest and principal

8.1. The payments of principal, interest or other sums payable in respect of the Bonds may be paid by:

8.1.1. electronic transfer in immediately available cleared funds on the due date for payment, to the account specified for the purpose by the Bondholder or joint Bondholders in writing to the Company; or

8.1.2. in the absence of such notification, by cheque, warrant or bankers' draft made payable to and sent to the registered address of the Bondholder or in the case of joint registered holders, made payable to the order of and sent to the registered address of that one of the joint registered holders who is first named on the Register or made payable to such person and sent to such address as the registered holder or all the joint registered holders may in writing direct.

8.2. Every such cheque, warrant or bankers' draft shall be sent on the due date for payment and may be sent through the post at the risk of the registered Bondholder or joint registered holders. Payment of the cheque, warrant or bankers' draft shall be a good discharge to the Company.

8.3. All payments of principal, interest or other moneys to be made by the Company shall be made after any deductions or withholdings for or on account of any present or future taxes required by law to be deducted or withheld from such payments.

9. Receipt of joint holders

If several persons are entered in the Register as joint registered holders of any Bonds then without prejudice

49 to the provisions of paragraph 8 above the receipt of any one of such persons for any interest or principal or other moneys payable in respect of such Bonds shall be as effective a discharge to the Company as if the person signing such receipt were the sole registered holder of such Bonds.

10. Replacement of certificates

If the Certificate for any Bonds is lost, defaced or destroyed it may be renewed on such terms (if any) as to evidence and indemnity as the Directors may require. In the case of defacement the defaced Certificate shall be surrendered before the new Certificate is issued.

11. Notice to Bondholders

Any notice or other document (including Certificates for Bonds) may be given or sent to any Bondholder by sending the same by post in a prepaid, first-class letter addressed to such Bondholder at their registered address in the United Kingdom or (if they have no registered address within the United Kingdom) to the address (if any) within the United Kingdom supplied by them to the Company for the giving of notice to them. In the case of joint registered holders of any Bonds a notice given to the Bondholder whose name stands first in the Register in respect of such Bonds shall be sufficient notice to all joint holders. Notice may be given to the persons entitled to any Bonds as a result of the death or bankruptcy of any Bondholder by sending the same by post in a prepaid, first-class envelope addressed to them by name or by the title of the representative or trustees of such Bondholder at the address (if any) in the United Kingdom supplied for the purpose by such persons or (until such address is supplied) by giving notice in the manner in which it would have been given if the death or bankruptcy had not occurred.

12. Notice to the Company

Any notice or other document (including Certificates for Bonds and transfers of Bonds) may be given or sent to the Company by sending the same by post in a prepaid, first-class letter addressed to the Company at its registered office for the time being.

13. Service of notices

Any notice, communication or document sent by post shall be deemed to have been delivered or received on the second Business Day following the day on which it was posted. In proving such delivery or receipt it shall be sufficient to prove that the relevant notice, communication or document was properly addressed, stamped and posted (by airmail, if to another country) in the United Kingdom.

E PROVISIONS FOR MEETINGS OF BONDHOLDERS

1. Calling of meetings

The Company may at any time and shall on the request in writing signed by any registered holder of the Bonds for the time being outstanding convene a meeting of the Bondholders to be held at such place as the Company shall determine.

2. Notice of meetings

At least 14 clear days' notice specifying the place, day and hour of the meeting shall be given to the Bondholders of any meeting of Bondholders in the manner provided in Section D of this Part VIII. Any such notice shall specify the general nature of the business to be transacted at the meeting thereby convened but, except in the case of a resolution to be proposed as a Special Resolution, it shall not be necessary to specify the terms of any resolutions to be proposed. The omission to give notice to any Bondholder shall invalidate any resolution passed at any such meeting.

3. Chairman of meetings

A person nominated by the Company shall be entitled to take the chair at any such meeting and if no such nomination is made, or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for holding the meeting, the Bondholders present shall choose one of their number to be

50 Chairman. The Directors and the Secretary and legal advisers of the Company and any other person authorised in that behalf by the Directors may attend at any such meeting.

4. Quorum at meetings

At any such meeting convened for any purpose, other than the passing of a Special Resolution, a person or persons holding or representing by proxy one-tenth in nominal value of the Bonds for the time being outstanding shall form a quorum for the transaction of business. At any meeting convened for the purpose of passing a Special Resolution persons (at least two in number) holding or representing by proxy a clear majority in nominal value of the Bonds for the time being outstanding shall form a quorum. No business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum is present at the commencement of the meeting.

5. Absence of quorum

If within 30 minutes from the time appointed for any meeting of the Bondholders a quorum is not present the meeting shall, if convened upon the requisition of the Bondholders, be dissolved. In any other case it shall stand adjourned to such day and time (being not less than 14 days and not more than 42 days thereafter) and to such place as may be appointed by the Chairman and at such adjourned meeting two Bondholders present in person or by proxy and entitled to vote, whatever the principal amount of the Bonds held by them, shall form a quorum.

6. Adjournment of meetings

The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place. No business shall be transacted at any adjourned meeting other than business that might lawfully have been transacted at the meeting from which the adjournment took place.

7. Notice of adjourned meetings

Notice of any adjourned meeting at which a Special Resolution is to be submitted shall be given in the manner provided for in the Bond Instrument. Such notice shall state that two Bondholders present in person or by proxy and entitled to vote at the adjourned meeting whatever the principal amount of the Bonds held by them shall form a quorum.

8. Resolution on show of hands

Every question submitted to a meeting of Bondholders shall be decided in the first instance by a show of hands. In case of an equality of votes the Chairman shall not have a casting vote.

9. Demand for poll

At any meeting of Bondholders, unless (before or on the declaration of the result of the show of hands) a poll is demanded by the Chairman or by one or more Bondholders present in person or by proxy, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact.

10. Manner of taking poll

If at any such meeting a poll is so demanded it shall be taken in such manner as the Chairman may direct. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

11. Time for taking poll

Any poll demanded at any such meeting shall be taken at the meeting without adjournment. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

12. Persons entitled to vote

The registered holders of any of the Bonds or, in the case of joint holders, any one of them shall be entitled to

51 vote in respect thereof either in person or by proxy and in the latter case as if such joint holder were solely entitled to such Bonds. If more than one of such joint holders be present at any meeting either personally or by proxy the vote of the senior who tenders a vote (seniority being determined by the order in which the joint holders are named in the Register) shall be accepted to the exclusion of the votes of the other joint holders.

13. Instrument appointing proxy

Every instrument appointing a proxy shall be in writing, signed by the appointor or their attorney or, in the case of a corporation, under its common seal, or signed by its attorney or a duly authorised officer and shall be in such form as the Directors may approve. Such instrument of proxy shall, unless the contrary is stated thereon, be valid both for an adjournment of the meeting and for the meeting to which it relates and need not be witnessed. A person appointed to act as a proxy need not be a Bondholder.

14. Deposit of instrument appointing proxy

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority shall be deposited with the Company at the address where the Register is maintained for the time being (as referred to in paragraph 7.1 of Section B of this Part IX) or at such other place as may be specified in the notice convening the meeting before the time appointed for holding the meeting or adjourned meeting or the taking of a poll at which the person named in such instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. A vote given in accordance with the terms of an instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the instrument of proxy or of the authority under which the instrument of proxy is given or transfer of the Bonds in respect of which it is given unless previous intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the address where the Register is maintained for the time being (as referred to in paragraph 7.1 of Section B of this Part IX). No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution.

15. Votes

On a show of hands every Bondholder who (being an individual) is present in person or by proxy or (being a corporation) is present by a representative (not being themselves a Bondholder) or by proxy shall have one vote (provided that a proxy appointed by more than one member should only have one vote or, where the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it, such proxy shall have one vote for and one vote against the resolution). On a poll every Bondholder shall have one vote for every £1 in nominal amount of the Bonds of which they are the holder. A Bondholder (or a proxy or representative of a Bondholder) entitled to more than one vote on a poll need not use all their votes or cast all the votes they use in the same way.

16. Power of meetings of Bondholders

16.1. In addition to any other powers it may have, a meeting of the Bondholders may, by Special Resolution:

16.1.1. sanction any compromise or arrangement proposed to be made between the Company and the Bondholders;

16.1.2. sanction any abrogation, modification or compromise or any arrangement in respect of the rights of the Bondholders against the Company or its property whether such rights shall arise under the Bond Instrument or otherwise;

16.1.3. sanction any scheme for the reconstruction of the Company or for the amalgamation of the Company with any other company;

16.1.4. sanction any scheme or proposal for the sale or exchange of the Bonds for, or the conversion of the Bonds into, cash or shares, stock, debentures, debenture stock or other obligations or securities of the Company or any other company formed or to be formed, and for the appointment of a person with power on behalf of the Bondholders to execute an instrument of transfer of the Bonds held by them in favour of the person to or with whom the Bonds are to be sold or exchanged (as the case may be);

52 16.1.5. assent to any modification or abrogation of the provisions contained in the Bond Instrument that shall be proposed by the Company and authorise the Company to execute an instrument supplemental to the Bond Instrument embodying any such modification or abrogation; and

16.1.6. give any authority or sanction which under the provisions of the Bond Instrument is required to be given by Special Resolution.

16.2. No resolution that would increase any obligation of the Company under the Bond Instrument or postpone the due date for payment of any principal or interest in respect of any Bond without the consent of the Company shall be effective.

17. Special Resolution binding on all Bondholders

A Special Resolution, passed at a meeting of Bondholders duly convened and held in accordance with the provisions of this schedule, shall be binding on all the Bondholders whether or not present at such meeting and each of the Bondholders shall be bound to give effect to such Special Resolution accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances justify the passing of such Special Resolution.

18. Resolutions in writing

A resolution in writing signed by all the holders of at least 75% in nominal value of the Bonds for the time being outstanding who are for the time being entitled to receive notice of meetings in accordance with the provisions contained in the Bond Instrument shall for all purposes be as valid and effectual as a Special Resolution. Such resolution in writing may be contained in one document or in several documents in like form each signed by one or more of the Bondholders.

19. Minutes of meetings

Minutes of all resolutions and proceedings at every such meeting of the Bondholders shall be made and duly entered in books to be from time to time provided for that purpose by the Company. Any minutes which purport to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings held or by the Chairman of the next succeeding meeting of the Bondholders shall be conclusive evidence of the matters contained in such minutes. Unless the contrary is proved, every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly convened and held and all resolutions passed at such meetings to have been duly passed.

PART IX – FORM OF PRICING SUPPLEMENT

Pricing Supplement dated [•]

Series No.: [•] Tranche No.: [•]

Issued by: Belvedere Leisure Resorts plc

Issue of [Aggregate Nominal Amount of Tranche] Secured Bonds under the 6.25% Secured Bond Programme

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Admission Document dated [•][and the Supplement to the Base Admission Document dated [•]which [together]1constitute[s] a Base Admission Document for purposes of the NEX Exchange Rules].

This document constitutes the Pricing Supplement for the Bonds described herein for the purposes of the NEX Exchange Rules and must be read in conjunction with such Base Admission Document [as so supplemented]1. Full information on the Issuer and the offer of the Bonds is only available on the basis of the combination of this Pricing Supplement and the Base Admission Document.

The Base Admission Document [and the Supplement to the Base Admission Document] [is] [are] available for viewing at the office of the Issuer and on the website of the Issuer (www.belvedereleisureresortsplc.com) and copies may be obtained free of charge from the registered office of the Issuer:

PART A – CONTRACTUAL TERMS

1. Issuer: Belvedere Leisure Resorts plc

2. Type of Security Debt Security

3. Series Number [ò]

4. Tranche Number: [ò]

5. Currency Pounds Sterling

6. Aggregate nominal amount of [ò] Bonds for which Admission is now being sought

7. Aggregate nominal amount of [ò] Bonds previously issued in present Series

8. Aggregate nominal amount of [ò] Bonds previously issued in all Series:

9. Issue Price [[ ò] per cent of the aggregate nominal amount of Bonds for which Admission is now being sought]

10. Denomination £1.00

11. Issue Date: [*]

54 12. Interest Commencement Date: with respect to any Tranche, the date on which such Tranche is issued (which, in the absence of manifest error, is the date of first entry of such Tranche into CREST) 13. Maturity Date:

14. Rate of Interest 6.25 per cent. Per annum payable in arrears on each Interest Payment Date (as defined in the Bond Instrument)

15. Redemption Subject to any purchase or cancellation or early redemption, the Bond will be redeemed on their Maturity Date at 100% of their nominal amount

16. Date Board approval for [ò] issuance of Bonds obtained

17. Description of Collateral [ò]

GENERAL PROVISIONS APPLICABLE TO THE BONDS

18. Form of Bonds: [Registered Bonds]

[Certificated Bonds]

[CREST: Registered Bonds will be deposited with Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI2001 No. 3755) including any modification thereof for the time being in force (the “ CREST Regulations ”) and the rules, regulations, procedures, facilities and requirements as defined in the CREST Regulations.]

19. Ranking The Bonds shall rank pari passu, equally and rateably, without discrimination or preference alongside all Bondholders of that Tranche

20. Rights attached to Bonds The Bond Instrument grants Bondholders, inter alia, the right to receive bi-annual interest payments and principal on maturity. As holders of debt securities, Bondholders are not entitled to receive any dividends and are not entitled to vote on Company-related matters in the same way as holders of the Company’s Ordinary Shares. The Bond Instrument provides for modification of the terms governing the Bonds with agreement of a 75% majority of those Bondholders voting at a meeting of Bondholders convened in accordance with the Bond Instrument, and with the agreement of the Company.

21. Interest Payment Date(s) 30 September and 31 March

22. Prescription Claims for principal and interest on redemption in respect of Bonds shall become void unless the relevant certificates

55 are surrendered for payment within ten years of the appropriate date

23. Bond Trustee NCM Fund Services Limited

24. Rights and Responsibilities of The Bond Trustee has been appointed as a trustee for the Bond Trustee protection of the Bondholders’ rights and interests. The Bond Trustee is a fiduciary for the Bondholders.

25. Trust Deed A copy of the Trust Deed is available for viewing at the offices of the Issuer and may also be obtained free of charge at the Issuer’s registered office c/o Druces LLP, Salisbury House, London Wall, London EC2M 5PS

26. Authorisation The securities for which this Pricing Supplement is submitted were authorized to be issued by the Company by means of a board resolution passed on [**]

27. Transferability The securities for which this Pricing Supplement is submitted are freely transferable.

28. Taxation UK tax will not generally be withheld from payments of interest on the Bonds when admitted for trading on NEX Exchange Growth Market.

29. Governing Law English Law

PART B – OTHER INFORMATION 1. Listing and admission to trading: Application has been made to the NEX Exchange by the Issuer (or on its behalf) for the Bonds to be admitted to the NEX Exchange Growth Market

2. Ratings: Ratings: The Bonds to be issued [are not/have been/are expected to be] rated:

3. Expected Admission date [ò]

4. Expected Gross proceeds [ò]

5. Expected total expenses [ò]

6. Expected net proceeds [ò]

7. Use of Proceeds [Professional fees and costs associated with Base Admission Document] [due diligence fees associated with prospective acquisitions] [acquisitions of freehold interests in real estate] [development of real estate owned by the Group]

8. Security package The Bonds will be secured by a first, fixed charge over (inter alia) all future real estate and goodwill and a floating charge over the whole of the Company’s respective assets and undertakings not otherwise subject to a fixed charge

56 in favour of the Trustee

9. Yield 6.25% (equivalent to the interest paid annual divided by the face value of the Bond)

10. ISIN Code

11. LEI 21380025QYGZDA6UIC63

12. NEX Exchange Symbol [ò]

13. CREST The Bonds will be made eligible for CREST

14. Offer Price [ò]

15. Offer Period [ò]

16. Conditions to which the offer is Bondholders’ subscription for each issue of Bonds will be subject conditional only upon those Bonds being admitted to the NEX Exchange

PART X – DEFINITIONS

DEFINITIONS

The following terms apply in this Document unless the context requires otherwise:

“Act” the Companies Act 2006, as amended “Admission” admission of the Bonds to trading on the NEX Exchange Growth Market and such admission becoming effective in accordance with the NEX Exchange Rules; “Admitted” shall be construed accordingly “Base Admission Document” or “Document” this document “Articles” the articles of association of the Company “BLP Ltd” Belvedere Leisure Park Limited, a company incorporated in England with the registered number 09484567 “Board” or “Directors” the board of directors of Belvedere Leisure Resorts plc “Bond” or “Bonds” the Sterling denominated secured 6.25% bonds to be issued by the Company pursuant to the Bond Instrument “Bondholder” or “Bondholders” the holders of the Bonds “Bond Instrument” the bond instrument of the Company dated 31 October 2019 setting out the nature of the Bonds “Company” Belvedere Leisure Resorts plc, a company incorporated in England with the registered number 11976912 “Business Day” a day other than Saturday or Sunday or a public holiday in England and Wales “Corporate Advisers / Alfred Henry” Alfred Henry Corporate Finance Limited, NEX Exchange Corporate Adviser to the Company, which is authorized and regulated by the FCA “City Code” the City Code on Takeovers & Mergers “Conditions” the conditions pertaining to the Bond “CREST” the Relevant System (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited “CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time “EU” the European Union “Euroclear” Euroclear UK & Ireland Limited, a company incorporated in England and Wales and the operator of CREST “FCA ” the Financial Conduct Authority “First Tranche” the first tranche of Bonds whose terms and conditions are defined by the Bond Instrument and as supplemented by the Pricing Supplement to be issued on Admission “FSMA” the Financial Services and Markets Act 2000 (as amended) “Group” the Company and its corporate parent, BLP Ltd “Guarantee” the guarantee of the obligations of the Company under the Bonds, executed in favour of the Trustee by BLP Ltd “Guarantor” Belvedere Leisure Park Limited

58 “HMRC” Her Majesty’s Revenue & Customs “IFRS” International Financial Reporting Standards as adopted by the EU “Issued Share Capital” the 50,000 Ordinary Shares in issue as at the date of this Document owned entirely by BLP Ltd “Landal Belvedere Site” registered in Scotland under title numbers KRK8500 and KRK8971 “NEX Exchange” NEX Exchange Limited, a Recognised Investment Exchange under section 290 of FSMA “NEX Exchange Growth Market” the primary market segment operated by NEX Exchange for dealings in unlisted securities “NEX Exchange Rules” the NEX Exchange Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose securities are admitted to trading on the NEX Exchange Growth Market “Offer” the offer for subscription by the Company comprising up to £25,000,000 secured 6.25% Bonds “Ordinary Shares” ordinary shares of the Company of £1.00 par value “p” or “penny” one hundredth part of one Pound Sterling “Phase One” the opening of the first 120 lodges and all central facilities on the Landal Belvedere site, expected in Autumn 2020 "QCA Code" the Corporate Governance Code for Small and Mid- sized Quoted Companies 2018, published in May 2018 by the Quoted Companies Alliance “Registrars” Avenir Registrars Limited “Share Capital” the number of Ordinary Shares in issue “Shareholders” persons registered as the holders of any part of the share capital of the Company “Subscription” the amount of subscription monies received by the Company, from time to time, in connection with the Bonds “Takeover Panel” the Panel on Takeovers and Mergers “Tranche” the tranche of Bonds whose terms and conditions are defined by the Trust Deed as completed by the Pricing Supplement “Trust Deed” or “Security Trust Deed” the security trust deed between the Company, the Guarantor, and the Trustee dated 1 November 2019, further details of which are set out in Part I and Part VIII of this Document “UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland “UK Listing Authority” or “UKLA” the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA “Uncertificated” a security recorded on the Company’s relevant register as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulation, may be transferred by means of CREST “£” or “Pound” Pounds Sterling

Appendices

Appendix I

Historical Financial Information of the Company for the period from incorporation on 2 May 2019 to 30 June 2019

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE PERIOD 2ND MAY 2019 TO 30TH JUNE 2019

FOR

BELVEDERE LEISURE RESORTS PLC

CONTENTS OF THE FINANCIAL STATEMENTS for the Period 2nd May 2019 to 30th June 2019

Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Profit and Loss Account 7

Balance Sheet 8

Notes to the Financial Statements 9

Detailed Profit and Loss Account 10

BELVEDERE LEISURE RESORTS PLC

COMPANY INFORMATION for the Period 2nd May 2019 to 30th June 2019

DIRECTORS: Mr A McNamara Mr P Brazewell

SECRETARY: AMS Accountants Corporate Limited

REGISTERED OFFICE: Salisbury House London Wall London EC2M 5PS

REGISTERED NUMBER: 1196912 (England and Wales)

AUDITORS: KAY JOHNSON GEE LIMITED CHARTERED ACCOUNTANTS AND STATUTORY AUDITORS 1 City Road East Manchester M15 4PN

BELVEDERE LEISURE RESORTS PLC

REPORT OF THE DIRECTORS for the Period 2nd May 2019 to 30th June 2019

The directors present their report with the financial statements of the company for the period 2nd May 2019 to 30th June 2019.

INCORPORATION The company was incorporated on 2nd May 2019.

DIRECTORS The directors who have held office during the period from 2nd May 2019 to the date of this report are as follows:

Mr A McNamara - appointed 2nd May 2019 Mr R Ure - appointed 2nd May 2019

Mr P Brazewell was appointed as a director after 30th June 2019 but prior to the date of this report.

Mr R Ure ceased to be a director after 30th June 2019 but prior to the date of this report.

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS Under section 487(2) of the Companies Act 2006 KAY JOHNSON GEE LIMITED, will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

BELVEDERE LEISURE RESORTS PLC

REPORT OF THE DIRECTORS for the Period 2nd May 2019 to 30th June 2019

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr A McNamara - Director

2nd October 2019

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF BELVEDERE LEISURE RESORTS PLC

Opinion We have audited the financial statements of Belvedere Leisure Resorts PLC (the 'company') for the period ended 30th June 2019 which comprise the Profit and Loss Account, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 30th June 2019 and of its loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: - the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or - the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: - the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF BELVEDERE LEISURE RESORTS PLC

Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been r eceived from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the directors were not entitled to prepare the financial statements in accordanc e with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF BELVEDERE LEISURE RESORTS PLC

Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Garrett (Senior Statutory Auditor) for and on behalf of KAY JOHNSON GEE LIMITED CHARTERED ACCOUNTANTS AND STATUTORY AUDITORS 1 City Road East Manchester M15 4PN

2nd October 2019

BELVEDERE LEISURE RESORTS PLC

PROFIT AND LOSS ACCOUNT for the Period 2nd May 2019 to 30th June 2019

Notes £

TURNOVER -

Administrative expenses (80)

OPERATING LOSS and LOSS BEFORE TAXATION (80)

Tax on loss -

LOSS FOR THE FINANCIAL PERIOD (80)

The notes form part of these financial statements

BELVEDERE LEISURE RESORTS PLC (REGISTERED NUMBER: 1196912)

BALANCE SHEET 30th June 2019

Notes £ CURRENT ASSETS Debtors 3 50,000

CREDITORS Amounts falling due within one year 4 (80)

NET CURRENT ASSETS 49,920

TOTAL ASSETS LESS CURRENT LIABILITIES 49,920

CAPITAL AND RESERVES Called up share capital 5 50,000 Retained earnings (80)

SHAREHOLDERS' FUNDS 49,920

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the Board of Directors on 2nd October 2019 and were signed on its behalf by:

Mr A McNamara - Director

The notes form part of these financial statements

BELVEDERE LEISURE RESORTS PLC

NOTES TO THE FINANCIAL STATEMENTS for the Period 2nd May 2019 to 30th June 2019

1. STATUTORY INFORMATION

Belvedere Leisure Resorts plc is a public company, incorporated in England and Wales, registration number 11976912. The address of the registered office is Salisbury house, London Wall, London, EC2M 5PS. The principal place of the business is 53 King street, Manchester, M2 4LQ.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company hasn't started trading as yet, trade will commence once successfully listed on NEX Exchange in September 2019.

Trade and other debtors Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand. Bank borrowings are included in creditor.

3. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR £ Other debtors 50,000

4. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR £ Bank loans and overdrafts 80

5. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid: Number: Class: Nominal value: £ 50,000 Ordinary £1 50,000

BELVEDERE LEISURE RESORTS PLC

DETAILED PROFIT AND LOSS ACCOUNT for the Period 2nd May 2019 to 30th June 2019

£ £

Income -

Finance costs Bank charges 80

NET LOSS (80)

Appendix II

Historical Financial Information of Belvedere Leisure Park Limited for the 2 years ended 30 March 2019

Company Registration No. 09484567 (England and Wales)

BELVEDERE LEISURE PARK LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 MARCH 2019

BELVEDERE LEISURE PARK LTD