Not for Distribution Directly Or Indirectly in Or Into the United States Or to Any U.S
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NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached final prospectus (the "document") and you are therefore advised to read this carefully before reading, accessing or making any other use of the attached document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended only for you and you agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person. THIS DOCUMENT MAY ONLY BE DISTRIBUTED IN "OFFSHORE TRANSACTIONS" TO PERSONS OTHER THAN U.S. PERSONS AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. Confirmation of your representation: The attached document is delivered to you at your request and on the basis that you have confirmed to Canaccord Genuity Limited (the "Lead Manager") and Stobart Group Limited (the "Issuer") that you are located outside the United States and are not a U.S. person (as defined in Regulation S under the Securities Act); and either (i) you are located in either the United Kingdom, Jersey, Guernsey or the Isle of Man (and any electronic mail addresses that you gave us and to which this document has been delivered are not located outside such jurisdictions) or (ii) you are not in any member state of the European Economic Area and are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. This document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Issuer, the Lead Manager nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. By accessing the linked document, you consent to receiving it in electronic form. You are reminded that you have accessed the attached document on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Neither the Lead Manager nor any of its affiliates accepts any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by any of them, or on any of their behalf, in connection with the Issuer or the offer. The Lead Manager and its affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of such document or any such statement. No representation or warranty express or implied, is made by any of the Lead Manager or its affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this document. The Lead Manager is acting exclusively for the Issuer and no one else in connection with the offer. It will not regard any other person (whether or not a recipient of this document) as its client in relation to the offer and will not be responsible to anyone other than the Issuer for providing the protections afforded to its clients nor for giving advice in relation to the offer or any transaction or arrangement referred to herein. You are responsible for protecting against viruses and other destructive items. Your receipt of the electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. PROSPECTUS DATED 12 NOVEMBER 2012 Stobart Group Limited (incorporated in Guernsey with limited liability; registered number 39117) Sterling 5.50 per cent. Senior Notes due 2018 Issue Price 100 per cent. The Sterling 5.50 per cent. Senior Notes due 2018 (the "Notes") will be issued by Stobart Group Limited (the "Issuer" and, together with its subsidiaries and affiliates taken as a whole the "Group"). The date on which the Notes are issued (the "Issue Date"), which is expected to be on or about 4 December 2012, will be set forth in an announcement which will be published by a Regulatory Information Service (expected to be the Regulatory News Service operated by the London Stock Exchange plc (the "London Stock Exchange")) by the Issuer on or about 27 November 2012 (the "Sizing Announcement"). The Notes bear interest from and including the Issue Date. Interest on the Notes is payable semi-annually in arrear on 4 June and 4 December in each year at the rate of 5.50 per cent. per annum. Payments on the Notes will be made without deduction for or on account of taxes of each Relevant Jurisdiction (as defined in the terms and conditions of the Notes (the "Terms and Conditions") to the extent described under "Terms and Conditions of the Notes — Condition 9 — Taxation". The total principal amount of the Notes to be issued will be determined following a process of bookbuilding by the Lead Manager as described under "Subscription and Sale", and will be set forth in the Sizing Announcement. The Notes mature on 4 December 2018 (the "Maturity Date") unless previously purchased, redeemed or cancelled. The Notes are subject to redemption in whole, at their principal amount together with accrued interest, at the option of the Issuer at any time in the event of certain tax changes. The Notes may also be redeemed in whole by the Issuer, at its option, at any time at a price of 100 per cent. of the principal amount of the Notes, together with accrued but unpaid interest, plus the "Applicable Premium" each as described under "Terms and Conditions of the Notes — Condition 4(b) — Final Redemption, Optional Redemption and Purchase — Redemption at the option of the Issuer". Upon the occurrence of certain change of control events relating to the Issuer, each Noteholder shall have the option to require the Issuer to redeem or (at the option of the Issuer) purchase the Notes of such Noteholder at 101 per cent. of their principal amount plus accrued interest. The Notes will constitute unsecured and unsubordinated obligations of the Issuer. See "Terms and Conditions of the Notes — Condition 2 — Status of the Notes". Application has been made to the Financial Services Authority (the "FSA") in its capacity as competent authority under the Financial Services and Markets Act 2000 (the "FSMA") (the "UK Listing Authority") for the Notes to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's Regulated Market (the "Market") and through the electronic order book for retail bonds (the "ORB") of the London Stock Exchange. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List of the UK Listing Authority and have been admitted to trading on the Market and through the ORB. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments ("MiFID"). The denomination of the Notes shall be £100. The Notes will initially be represented by a Permanent Global Note, without interest coupons, which will be deposited with a common depository on behalf of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about the Issue Date. The Permanent Global Note will be exchangeable for definitive Notes in bearer form in the denomination of £100 not less than 60 days following the request of the Issuer or the holder in the limited circumstances set out in it. See "Summary of provisions relating to the Notes while in Global Form". AN INVESTMENT IN THE BONDS INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE RISK FACTORS DESCRIBED UNDER THE SECTION HEADED "RISK FACTORS" IN THIS PROSPECTUS.