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Intu Metrocentre Finance plc (incorporated with limited liability in England and Wales with registered number 8704179) Initial Issue Price Interest Expected Final Maturity Ratings Principal Rate Maturity Date Amount Date S&P Fitch £485,000,000 99.461% 4.125% 6 December 6 December BBB+ (sf) Asf 2023 2028 Issue Date Intu Metrocentre Finance plc (the “ Issuer ”) expects to issue the Notes on 20 November 2013 (the “ Issue Date ”). Underlying Assets The Issuer will make payments on the Notes from, inter alia, payments of principal and interest received by the Issuer pursuant to the ICL Loan advanced by the Issuer to the Borrower pursuant to the Intercompany Loan Agreement. See the section entitled “ Description of the Principal Transaction Documents – Intercompany Loan Agreement ” on page 90 for further details. The Issuer’s obligations in respect of the Notes will be secured pursuant to the Issuer Deed of Charge, and will share the same Issuer Security together with the other secured obligations of the Issuer. The assets secured by the Issuer Deed of Charge will include the Issuer’s right to receive payments of principal and interest under the ICL Loan advanced to the Borrower as described above. The Issuer Security will be shared by the Issuer Secured Participants, including the Noteholders, in accordance with the Issuer Post-Enforcement Priority of Payments. The Obligors’ obligations in respect of the ICL Loan advanced by the Issuer to the Borrower will be secured pursuant to the Obligor Deed of Charge. The assets secured by the Obligor Deed of Charge will include the rights, title and interest of the Obligors to the Property. The Obligor Security will be shared by the Secured Participants, including the Issuer, in accordance with the Obligor Post- Enforcement Priority of Payments. See the section entitled “ Description of the Principal Transaction Documents – Obligor Deed of Charge ” on page 125 and “ Description of the Principal Transaction Documents – Issuer Deed of Charge ” on page 136 for further details. Liquidity Support From the Issue Date, the Issuer will maintain liquidity cover of not less than 12 (twelve) months’ interest on the Notes, through a liquidity facility and/or retaining cash in a liquidity account held in the Issuer’s name funded from an ongoing facility fee due by the Borrower to the Issuer under the terms of the Intercompany Loan Agreement. See the section entitled “Description of the Principal Transaction Documents – Liquidity Facility Agreement ” on page 145 for further details. Redemption Provisions Information on any optional and mandatory redemption of the Notes is summarised in the section entitled “ Overview of the Notes ” on page 8 and set out 1 in full in Condition 7 in the section entitled “ Terms and Conditions of the Notes ” on page 157. Credit Rating Agencies In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Community and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the “ CRA Regulation ”) unless the rating is provided by a credit rating agency operating in the European Community before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. Each of S&P and Fitch is a credit rating agency established in the European Community and registered under the CRA Regulation. The European Securities and Markets Authority (“ ESMA ”) is obliged to maintain on its website, www.esma.europa.eu, a list of credit rating agencies registered and certified in accordance with the CRA Regulation. This list must be updated within five working days of ESMA’s adoption of any decision to withdraw the registration of a credit rating agency under the CRA Regulation. Therefore, such list is not conclusive evidence of the status of the relevant rating agency as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Each of S&P and Fitch are included on the list of registered and certified credit rating agencies that is maintained by ESMA. Credit Ratings Ratings as set out above are expected to be assigned to the Notes on or before the Issue Date. The ratings assigned by S&P and Fitch to the Notes address the likelihood of (a) full and timely payment of interest due to the holders of the Notes on each Interest Payment Date and (b) full and ultimate payment of principal on the Notes on or before the Final Maturity Date. Listing This document comprises a prospectus (the “ Prospectus ”), for the purpose of Directive 2003/71/EC as amended (the “ Prospectus Directive ”). The Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the “ Stock Exchange ”) for the Notes to be admitted to the Official List (the “ Official List ”) and trading on its regulated market. The regulated market (the “ Main Securities Market ”) of the Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the “ Markets in Financial Instruments Directive ”). The Issuer is not and will not be regulated by the Central Bank of Ireland as a result of issuing the Notes. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of the Markets in Financial Instruments Directive or which are to be offered to the public in any Member State of the European Economic Area. 2 Form of Notes The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be issued in new global note (NGN) form and will be delivered on or prior to the Issue Date to the Common Safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable for interests recorded in the records of Euroclear and Clearstream, Luxembourg in a Permanent Global Note, without interest coupons, on or after a date which is expected to be 40 days following the Issue Date, upon certification as to non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable for definitive Notes in bearer form if the Permanent Global Note is held on behalf of a relevant Clearing System and such relevant Clearing System is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. Thereupon, the holder may give notice to the Principal Paying Agent of its intention to exchange the Permanent Global Note for Definitive Notes on or after the Exchange Date specified in the notice. See the section entitled “Summary of Provisions relating to the Notes while in Global Form ” for more details. Obligations The Notes will constitute direct, secured and limited recourse obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other entity. The Notes will not be obligations of, and will not be guaranteed by, or be the responsibility of the Arrangers, the Issuer Trustee, the Borrower, the Obligors, the Obligor Security Trustee or any other party to the transaction other than the Issuer. THE “RISK FACTORS” SECTION CONTAINS DETAILS OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE GIVEN PARTICULAR CONSIDERATION BEFORE INVESTING IN THE NOTES. PROSPECTIVE INVESTORS SHOULD BE AWARE OF THE ISSUES SUMMARISED WITHIN THAT SECTION. ARRANGERS AND LEAD MANAGERS HSBC LLOYDS BANK The date of this Prospectus is 14 November 2013 3 This Prospectus comprises a prospectus for the purposes of the Prospectus Directive, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area and for the purpose of giving information with regard to the Issuer, the Borrower, any other Obligor and the Notes which, according to the particular nature of the Issuer, the Borrower, any other Obligor and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer (the “ Responsible Person ”) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Intu Properties plc accepts responsibility for the information contained in this Prospectus in respect of the Intu Group Information. To the best of the knowledge of Intu Properties plc (having taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Borrower and the Obligors separately accept responsibility for the information contained in this Prospectus in respect of themselves. To the best of the knowledge of each of them (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus relating to them is in accordance with the facts and does not omit anything likely to affect the import of such information.

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