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Places for People Capital Markets Plc Places for People Homes Limited Places for People Treasury Plc

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Places for People Capital Markets Plc Places for People Homes Limited Places for People Treasury Plc OFFERING CIRCULAR PLACES FOR PEOPLE CAPITAL MARKETS PLC (incorporated in England as a public limited company under the Companies Act 2006 with registered number 7623063) and PLACES FOR PEOPLE HOMES LIMITED (incorporated in England as a registered society with limited liability under the Co-operative and Community Benefit Societies Act 2014 with registration number 19447R and registered with the Regulator of Social Housing under the Housing and Regeneration Act 2008 (as amended), with number L0659) and PLACES FOR PEOPLE TREASURY PLC (incorporated in England as a public limited company under the Companies Act 2006 with registered number 9272235) £2,000,000,000 Euro Medium Term Note Programme Under this £2,000,000,000 Euro Medium Term Note Programme (the Programme), Places for People Capital Markets plc, Places for People Homes Limited and Places for People Treasury plc (the Issuers and each an Issuer and references to the relevant Issuer being to the Issuer of the relevant Notes) may from time to time issue notes (the Notes) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). The payment of all amounts due in respect of Notes issued by Places for People Capital Markets plc and Places for People Treasury plc will be jointly and severally guaranteed by Places for People Homes Limited, Places for People Living+ Limited, Castle Rock Edinvar Housing Association Limited, Cotman Housing Association Limited and Derwent Housing Association Limited (each a Guarantor and, together, the Capital Markets/Treasury Guarantors). The payment of all amounts due in respect of Notes issued by Places for People Homes Limited will be jointly and severally guaranteed by Places for People Living+ Limited, Castle Rock Edinvar Housing Association Limited, Cotman Housing Association Limited and Derwent Housing Association Limited (each a Guarantor and, together, the Homes Guarantors). References herein to the Obligors shall be to the Issuers, the Capital Markets/Treasury Guarantors and the Homes Guarantors (together, the Guarantors) (and each an Obligor). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified below and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". 1 This Offering Circular has been approved as a base prospectus by the Financial Conduct Authority (the FCA), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation), with respect to Places for People Capital Markets plc and Places for People Treasury plc. The FCA only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of Places for People Capital Markets plc or Places for People Treasury plc or the Capital Markets/Treasury Guarantors or of the quality of the Notes that are the subject of this Offering Circular issued by Places for People Capital Markets plc or Places for People Treasury plc. Investors should make their own assessment as to the suitability of investing in the Notes issued by each of Places for People Capital Markets plc or Places for People Treasury plc. This Offering Circular, which comprises listing particulars with respect to Places for People Homes Limited and is neither (i) a prospectus for the purpose of Part VI of the Financial Services and Markets Act 2000 (as amended, the FSMA) nor (ii) a prospectus for the purpose of the Prospectus Regulation, has been approved as listing particulars by the FCA, as competent authority under the FSMA, with respect to Places for People Homes Limited. The FCA only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation, as required by LR4.2.3 of the FCA’s Listing Rules made under Part VI of the FSMA (the Listing Rules). Such approval should not be considered as an endorsement of Places for People Homes Limited or the Homes Guarantors or of the quality of the Notes the subject of this Offering Circular issued by Places for People Homes Limited. Investors should make their own assessment as to the suitability of investing in the Notes issued by Places for People Homes Limited. Application has been made to the FCA for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list of the FCA (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. References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. The London Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended) (MiFID II). This Offering Circular (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). For these purposes, reference(s) to the EEA include(s) the United Kingdom (the UK). The obligation to supplement this Offering Circular in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Offering Circular is no longer valid. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out (i) in respect of Notes issued by Places for People Capital Markets plc or Places for People Treasury plc, in a final terms document (the Final Terms) and (ii) in respect of Notes issued by Places for People Homes Limited, in a pricing supplement document (the Pricing Supplement) which, in each case, will be delivered to the FCA and the London Stock Exchange. Copies of Final Terms or, as the case may be, Pricing Supplement in relation to Notes will also be published on the website of the London Stock Exchange through a regulatory information service. As used herein, any reference to Final Terms will only be applicable to Notes issued by Places for People Capital Markets plc or Places for People Treasury plc, as applicable, and any reference to a Pricing Supplement will only be applicable to Notes issued by Places for People Homes Limited. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Each Issuer has been rated A3 by Moody's Investors Service Limited (Moody's) and Places for People Treasury plc has been rated A- by S&P Global Ratings Europe Limited (S&P). In addition, the Group Parent (as defined herein) has been rated A by Fitch Ratings Limited (Fitch). Moody's is established in the UK and each of S&P and Fitch is established in 2 the European Union. Each of Moody's, S&P and Fitch is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) and, as such, as at the date of this Offering Circular, is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes issued under the Programme may be rated by Moody's and/or S&P and/or Fitch or may be unrated. Where a Tranche of Notes is rated, such rating or ratings will be disclosed in the applicable Final Terms or the applicable Pricing Supplement, as the case may be, and will not necessarily be the same as the rating or ratings assigned to the relevant Issuer. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Amounts payable on Floating Rate Notes may be calculated by reference to one of LIBOR or EURIBOR as specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be. As at the date of this Offering Circular, ICE Benchmark Administration Limited (as administrator of LIBOR) and the European Money Markets Institute (as administrator of EURIBOR) are both included in ESMA's register of administrators under Article 36 of the Regulation (EU) No.
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