Foxglove Finance Public Limited Company Riverchapel Loan Notes 30 May 2016

KEY FEATURES Total issue €1,600,000 Minimum subscription €10,000 Interest rate 10% per annum Term 1 Year (with an option for the Company to extend for up to six months) Security Assignment of the benefit of loans made available to, and security provided by, the Developer (including fixed security over the Property and the Redemption Fund Account) Available to investor types Individuals / Companies / Pension arrangements

ADVISORS & OTHER PARTIES Advisors to the Company PKF O’Connor, Leddy & Holmes Limited Legal advisors to the Company Matheson Legal advisors to the Developer Beauchamps Security trustee for Noteholders Capita Trust Company Limited Main contractor for Developer AMC Properties Limited

The following notices are required by section 1361 Companies Act 2014 to appear on the front page or otherwise in a prominent position in this offering document.  This document has not been prepared in accordance with Directive 2003/71/EC on prospectuses or any measures made under that Directive or the laws of Ireland or of any EU Member State or EEA treaty adherent state that implement that Directive or those measures. This document has not been reviewed, prior to its being issued, by any regulatory authority in Ireland or in any other EU Member State or EEA treaty adherent state. This document therefore may not contain all the information required where a document is prepared pursuant to that Directive or those laws.

 Past performance may not be a reliable guide to future performance.

 Simulated performance may not be a reliable guide to future performance.

 Income may fluctuate in accordance with market conditions and taxation arrangements.

 Investments may fall as well as rise in value. It may be difficult for investors to sell or realise the securities and/or obtain reliable information about their value or the extent of the risks to which they are exposed.

Foxglove Finance Public Limited Company Registered in Ireland with the number 579112 | Registered office: Century House, Harold’s Cross Road, Dublin 6W www.foxglovefinance.ie | email: [email protected] | telephone: +353 1 496 1444

Foxglove Finance Public Limited Company Offering Document – Riverchapel Loan Notes 30 May 2016

1. Contents 1. Contents ...... 1 2. Persons responsible and other information ...... 2 3. Summary investment proposal ...... 3 4. Details of the Loan Notes ...... 4 5. Transaction structure ...... 6 6. The Property ...... 9 7. Summary of Developers Business Plan ...... 10 8. The Company ...... 12 9. The Developer ...... 14 10. Irish Taxation ...... 16 11. Risk factors ...... 17 12. Glossary of defined terms ...... 24 13. Appendix I – Company cash flow forecast ...... 27 14. Appendix II – Developer cash flow forecast ...... 28 15. Appendix III – Valuation Report ...... 29 16. Appendix IV – Consulting Surveyor’s Report ...... 40 17. Appendix V – Application Form ...... 49

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2. Persons responsible and other information

2.1. Names of persons responsible This Offering Document has been prepared by the Company.

2.2. Declaration The Company accepts responsibility for the information set out in this Offering Document. To the best of the knowledge and belief of the Company (having taken reasonable care to ensure that such is the case), the information set out in this Offering Document is in accordance with the facts and does not omit anything likely to affect the accuracy of such information.

2.3. Third party information and statements by experts The Valuation Report has been prepared by Sherry Fitzgerald O’Leary Kinsella (the “Valuer”) of Esmonde Street, Gorey, Co Wexford, a firm of Estate Agents and Chartered Surveyors at the request of the Company. The Consulting Surveyor’s Report has been prepared by Rogerson Reddan & Associates Limited (the “Consulting Surveyor”) of 78 Haddington Road, Dublin 4 at the request of the Company. Both the Valuer and the Consulting Surveyor have issued their reports for the benefit of the Company only and have not have assumed any direct obligation to Noteholders or prospective Noteholders.

2.4. Documents on display Drafts of the following documents may be inspected prior to the Closing Date at the Company’s registered office or electronically upon application to the company secretary. (These draft documents will remain subject to any final amendments agreed between the parties thereto on or before the Closing Date.)

 The Company’s constitution;  all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in this Offering Document;  the Loan Note Instrument;  the Debenture;  the Security Agreement;  the Developer Loan Agreement;  the Promoter Loan Agreement;  the Subordination Agreement

2.5. Advisors and independent advice The advisors referred to herein are acting as advisors to the Company and will not be held accountable or responsible to anyone, other than the Company, in relation to any matter referred to in this Offering Document. Each potential Noteholder is advised to obtain appropriate legal and commercial advice on all matters referred to in this Offering Document and to make their own assessment of the Transaction Documents and the Loan Notes being offered herein. The Security Trustee has not independently verified the information contained or incorporated herein. Accordingly no representation, warranty or undertaking, expressed or implied, is made and no responsibility or liability is accepted by the Security Trustee as to the accuracy or completeness of the information contained or incorporated herein or any other information provided by the Company in connection with the offering of the Loan Notes or their distribution. The Security Trustee will not verify, and shall not be responsible for ensuring the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Documents.

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3. Summary investment proposal 3.1. Introduction The Company has been established for the purpose of providing finance for property development projects. The Company has identified a suitable project involving the purchase, completion, and sale of 29 incomplete houses, a crèche unit, and residual lands at Riverchapel Wood, Courtown, Co Wexford. To this end the Company is seeking to raise €1,600,000 by issuing Loan Notes with a twelve month term (with an option for the Company to extend by up to 6 months) and carrying a 10% per annum rate of interest.

3.2. Transaction summary The Company intends to raise €1,600,000 from the proceeds of the Loan Notes, and will make a revolving credit facility in the same amount available to the Developer (the “Developer Loan”). The Promoters will also make a loan to the Developer in the amount of €350,000, repayment of which will be subordinated to the revolving credit facility. The Developer will acquire, complete and sell the Property. The revolving credit facility will be repaid from the proceeds of sales of the houses comprised within the Property. The Loan Notes will be redeemed after 12 months. The Company will have an option to extend the redemption date by up to six months in which event the rate of interest for the extended period will be 15% per annum.

3.3. The Property The Property is comprised of 29 incomplete houses, an incomplete crèche, and lands located in an otherwise completed development of 200 houses and apartments at Riverchapel Wood, Courtown, Co Wexford. The houses are at varying stages of completion. The least completed houses are completed to the stage of being watertight but requiring internal completion. The most completed houses are substantially complete saving for installation of kitchens / sanitary ware and minor decorative finishes.

3.4. The Promoters The promoters of the project and principals of the Developer are Aidan Farrell and Charles O’Reilly Hyland. The Promoters are experienced developers and have completed projects in both Ireland and the United Kingdom. The Promoters have completed several projects similar to the project described in this proposal.

3.5. The Developer The project is being completed by Katepar Limited (the “Developer”), which will acquire, complete and sell the houses. The Developer is a special purpose company established by the Promoters for the purpose of completing the project.

3.6. Developer’s financial forecasts The Developer anticipates acquiring the Property for c.€1,660,000 including costs, and incurring total costs of c.€1,100,000 in the course of completing the Property and readying it for sale. The Developer anticipates realising proceeds of c.€3,360,000 net of VAT from the sale of the Property. The Developer anticipates a surplus before loan interest of c.€600,000 arising from the project. The Developer intends to acquire, complete and sell the Property within a twelve month period.

3.7. Repayment structure and security for Noteholders The Developer Loan will be secured by the Debenture. The benefit of the Debenture will in turn be sub-mortgaged in favour of Capita as security trustee for itself and the Noteholders, under the Security Agreement (which will also include an assignment of the Developer Loan, and an assignment of the Company Secured Account). Capita is a subsidiary of Capita PLC a FTSE 100 company. The Developer’s solicitor will remit €67,000 from the proceeds of sale of each house comprised within the Property to a Redemption Fund Account and the balance of the proceeds will be applied in reduction of the Developer Loan. Upon the sale of the first 27 houses the Redemption Fund Account will have a balance of €1,809,000 which will be sufficient to meet all payments due to the Noteholders. An assignment of the benefit of the Redemption Fund Account (assigned under the Debenture) will be provided to Capita as security trustee for the Noteholders, under the Security Agreement.

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4. Details of the Loan Notes

4.1. Key characteristics Type of securities: Fixed Rate Secured Notes Principal amount: €1,600,000 Currency: EUR / € Interest rate: 10% per annum, provided that if the Company exercises an option to extend the Maturity Date by up to six months then the rate of interest applying for the extended period will be 15% per annum Date interest commenced to accrue: The Closing Date Interest payment frequency Six monthly intervals in arrears with payment due within 14 days of the interest period. Minimum denomination: €10,000 Issue price: 100% Maturity date: The Maturity Date is intended to be 12 months after the Closing Date unless deferred by up to six months at the option of the Company. Amortisation: Principal Amount to be repaid in full on the Maturity Date. Security: A security agreement from the Company in favour of the Security Trustee (as security trustee for itself and the Noteholders) including a sub-mortgage of the Debenture, an assignment of the Developer Loan to be advanced under the Developer Loan Agreement, and an assignment of the Company Secured Account.

4.2. Form of the Loan Notes The Loan Notes will be represented by definitive registered certificates. Ownership interests in the definitive registered certificates will be shown thereon, and transfers thereof will only be effected through records maintained by the company secretary.

4.3. Ranking of the Loan Notes The Loan Notes will be secured by the Security Agreement and will not be subordinated to any of the other obligations of the Company.

4.4. Representation of the Noteholders The Noteholders will be represented by the Security Trustee pursuant to the terms of the Loan Note Instrument.

4.5. Authorisation of the Loan Notes The issue of the Loan Notes will authorised by a resolution of the board of directors of the Company to be passed on or before the Closing Date.

4.6. Expected issue date It is expected that definitive registered certificates will be issued to Noteholders within 14 days of the Closing Date.

4.7. Period of the offer The Loan Notes will be offered for a period commencing on 30 May 2016 and ending on the Closing Date.

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4.8. Conditionality The offer is conditional only upon Loan Notes in aggregate amounting to at least the Principal Amount being subscribed for prior to the Closing Date.

4.9. Limitations of offer The Loan Notes are being offered to subscribers in the Republic of Ireland.

4.10. Application process Persons wishing to subscribe for the Loan Notes should complete the application at Appendix V hereto. The minimum subscription will be €10,000. The maximum subscription will be equal to the Principal Amount. All applications to subscribe for the Loan Notes must be accompanied by a bank draft made payable to the Company in the amount subscribed for. Alternative arrangements for payment of subscription moneys by bank transfer may be made by arrangement with the Company. The Company reserves the right to reject any application in whole or in part in its absolute discretion, in which event, the amount paid on application or the balance thereof (as the case may be) will be returned (without interest) to the subscriber within 7 days of the Closing Date. The results of the offer will be notified to all subscribers within seven days of the Closing Date.

4.11. Co-ordinators of offer The offer of the Loan Notes is being co-ordinated by the Company.

4.12. Transfer of the Loan Notes The Loan Notes may be transferred in accordance with the terms of the Loan Note Instrument. The Company will not take note of or record any transfer of Loan Notes unless the intended transferee has first provided the company secretary with the information required to accompany an application for Loan Notes, as more particularly described in Appendix V.

4.13. Underwriting The offer of the Loan Notes is not being underwritten.

4.14. Loan note documentation The Company has engaged Matheson Solicitors for the following purposes:

 preparing and settling the Loan Note Instrument;  preparing and settling the Security Agreement;  preparing and settling the Promoter Loan Agreement;  preparing and settling the Subordination Agreement  preparing and settling the Developer Loan Agreement;  preparing and settling the Debenture;  preparation of all necessary corporate authorisation documents;  reviewing all constitutional documents establishing the Company;  conducting appropriate searches;  managing the completion process; and  attending to registration of the Security Agreement and the Debenture at the Irish Companies Registration Office and the Irish Land Registry. Matheson has not been instructed by the Company to report in respect of or carry out a review in respect of title to the Property nor has it carried out any such reporting exercise or review. Matheson has not been instructed by the Company to advise it in respect of, nor has it advised the Company in respect of, the application of Irish taxation laws. The Developer’s Solicitor, Beauchamps, will provide a certificate of title for the Property.

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5. Transaction structure

5.1. Promoter Loan The Promoters (or a company connected with them) will on or before the Closing Date advance the sum of €350,000 to the Developer pursuant to the Promoter Loan Agreement (“the Promoter Loan”). The Promoter Loan will be interest free and repayment thereof will be subordinated to repayment of all amounts due from the Developer to the Company.

5.2. Loan Note Issuance The Company will issue Loan Notes on the Closing Date in the aggregate amount of €1,600,000 pursuant to the terms of the Loan Note Instrument.

5.3. Developer Loan Agreement The Company and the Developer will on or before the Closing Date enter into the Developer Loan Agreement, which provides for the Company making a loan available in the maximum amount of €1,600,000 to the Developer (the “Developer Loan”) to be used for the following permitted purposes: (i) purchase of the lands and costs ancillary thereto, and (ii) completing the development of 29 houses at Riverchapel Wood, and (iii) such other purposes as are ancillary to the foregoing (the “Permitted Purposes”). The Developer Loan will be subject to interest at a rate of 12.5% per annum on the drawn balance. An availability fee of 10% per annum of the undrawn available balance will also be charged to the Developer. If the Developer Loan is not repaid in full within 12 months of the Closing Date then the interest rate will increase to 17.5% per annum. The Developer will be obliged to lodge €67,000 from the proceeds of sale of each house comprised within the Property to the Redemption Fund Account. The Developer will be obliged to lodge the balance of the proceeds of each sale to the Company Secured Account in reduction of the balance of the Developer Loan. The Developer’s Solicitor will give undertakings to apply the proceeds of sales in the manner aforesaid. The Developer will be permitted to re-draw funds from the Developer Loan up to the maximum amount of the Developer Loan. Upon the sale of the first 27 houses the balance of the Redemption Fund Account will be €1,809,000 (€1,943,000 after 29 houses), which will be sufficient to repay the Developer Loan together with interest thereon.

5.4. Security under the Developer Loan Agreement The amounts lent to the Developer pursuant to the Developer Loan Agreement will be secured by the Debenture. The Developer’s Solicitor will provide an undertaking to apply the proceeds of sales in the manner described herein. The security constituted by the Debenture will be sub- mortgaged in favour of Capita as security trustee for itself and the Noteholders, under the Security Agreement. The Company has received the Valuation Report prepared by the Valuer on 21 March 2016, which indicates that the market value of the Property is in the region of €1,550,000 to €1,600,000.

5.5. Procedure for advances under the Developer Loan Agreement The Developer will be required to attach evidence that the purpose of each advance requested from the Developer Loan is a Permitted Purpose. Where the Permitted Purpose for which an advance is requested includes meeting the cost of construction works then the Developer will be required to supply a report from a Chartered Surveyor indicating that the costs have been incurred and are in line with the forecast development costs described at section 7 hereof. Where the Permitted Purpose for which an advance is requested includes any other category of expenditure the Developer will be required to supply a duplicate of the relevant invoices.

5.6. Purchase of the Property On or shortly after the Closing Date the Developer will complete the purchase of the Property. The purchase of the Property will be funded from the proceeds of the Promoter Loan (€350,000) and an amount to be drawn down from the Developer Loan (€1,330,000).

5.7. Redemption of the Loan Notes The Loan Note Instrument provides that the Company will redeem the Loan Notes and pay interest on the Maturity Date, which is twelve months after the Closing Date. The Company may extend the Maturity Date by up to six months in which event the rate of interest applying after the initial twelve months of the term shall be 15% per annum. The total amounts to be

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paid to the Noteholders if the Loan Notes are redeemed after 12 months will be €1,760,000. The total amounts to be paid to the Noteholders if the Loan Notes are redeemed after 18 months will be €1,880,000. On or shortly before the Maturity Date the balance of the Developer Loan is anticipated to be repaid in full from the Redemption Fund Account. Upon repayment of the Developer Loan the Company will be in funds to redeem the Loan Notes and to pay the interest arising thereon.

5.8. Priority of payments The Company’s obligations to the Noteholders will be secured by the Security Agreement. The Noteholders will rank in priority to other creditors (other than any creditors which are mandatorily preferred by law as more particularly described at paragraph 11.4) for repayment of the amounts due to them from the proceeds of repayment of the Developer Loan.

5.9. Company’s Operating Costs The Company has sufficient funds available to meet the costs of arranging the transactions described herein. The Company will be permitted to make withdrawals from the Company Secured Account to meet its operating costs provided that same do not exceed 20% of the interest charged on the Developer Loan (representing the excess of interest charged to the Developer over the interest payable to the Noteholders).

5.10. Transaction structure diagram

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5.11. Company cash flow forecasts The cash flow forecasts at Appendix I illustrate the anticipated timing and amount of the Company’s receipts and payments.

5.12. Developer cash flow forecasts The cash flow forecasts at Appendix II illustrate the anticipated timing and amounts of the Developer’s receipts and payments.

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6. The Property

6.1. General description The Property is comprised within folio WX24659F and includes 29 houses at various stages of completion, a crèche, and lands extending to c.10 acres. The Property is located within a residential development of 200 houses and apartments known as Riverchapel Wood and located c.0.5KM from Courtown Harbour via the R742 route.

6.2. Valuation The Company has engaged the Valuer to prepare the Valuation Report. The Valuation Report indicates that the current market value of the Property at 21 March 2016 was in the range of €1,550,000 to €1,600,000. A copy of the Valuation Report is annexed hereto at Appendix III. The Company will obtain confirmation in writing from the Valuer dated not earlier than three days before the Closing Date that there are no market circumstances, of which the Valuer is aware, that would cause the Valuer to revise downwards their estimate of the value of the Property.

6.3. Planning permission / zoning The Property is included within a scheme for which planning permission was granted by Wexford County Council in April 2006 with the reference 2005/2436. The development was commenced in 2007 and work was substantially completed in 2009. There are no planning related impediments to completing works on the houses and crèche comprised within the Property.

6.4. Site roads and public areas The local authority has recently taken responsibility for completion of the site roads and public areas within Riverchapel Wood. The local authority has commenced works to finish the site roads and public areas to the standard specified in the planning permission.

6.5. Access Access to the each of the houses, crèche and lands comprised within the Property is gained through the Riverchapel development, which is substantially complete.

6.6. Availability of utilities All necessary utilities are available to each of the houses comprised within the Property.

6.7. Transport links The Property is well served with transport and is located c.5KM from Junction 23 on the M11 motorway. The Property is served by the Route 379 bus operated by Bus Eireann and Route 879 Bus operated by Locallink, both of which stop at the entrance to Riverchapel Wood. The nearest railway station is located at Gorey Town and is c.6.6KM from the Property.

6.8. Local amenities The Property is within walking distance of Riverchapel National School, Star of the Sea Church, and various shops and public houses. The Property is also located less than 1KM from the beach.

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7. Summary of Developers Business Plan

7.1. Property acquisition The Developer has contracted to acquire the Property for consideration of €1,611,000. The total cost of acquisition inclusive of stamp duty, legal costs, and other incidental sums is €1,660,000. The purchase of the lands is intended to complete on or about 24 June 2016.

7.2. Proposed works to complete houses The Developer intends to arrange for works to complete the houses comprised within the Property to be commenced within 2 weeks of completing the purchase of the Property. The Developer has entered into a fixed price contract with a main contractor to complete each aspect of the works under the supervision of the Promoters. The main contractor is AMC Properties Limited, which is owned by the Promoters, and which has net assets in excess of €1,000,000.

7.3. Créche and residual lands The Developer does not intend to complete the Créche or to seek to develop the residual lands comprised within the Property in advance of repayment of the Developer Loan. The Developer intends to offer these for sale in their current condition.

7.4. Phasing and cashflow management The Developer intends to carry out the works to complete the houses in five phases, the earliest of which will commence with the houses currently closest to completion. The Developer intends that their maximum working capital requirement will not at any stage exceed the cost of completing two phases of development.

7.5. Schedule of sales prices and cost to complete A schedule of the units comprised within the Property, the forecast cost to complete same, and the forecast selling prices are set out below. It should be noted that the forecast cost to complete includes an apportionment of site works costs and a contingencies amount.

Forecast Forecast gross sale cost to prices complete Phase Description Type Area Sq.Ft. € € 1 4 The Grove 3 bed end of terrace 1,030 122,500 9,882 2 5 The Lane 3 bed semi-detached 1,055 130,000 41,048 2 6 The Lane 3 bed semi-detached 1,100 130,000 41,203 3 15 The Lane 3 bed end of terrace 1,030 110,000 40,175 4 21 The Lane 2 bed terrace 915 85,000 37,662 3 23 The Lane 3 bed end of terrace 1,030 122,500 39,859 5 2 The Parade 3 bed semi-detached 1,100 130,000 33,553 5 3 The Parade 3 bed semi-detached 1,055 130,000 30,609 4 4 The Parade 3 bed semi-detached 1,055 130,000 22,282 4 5 The Parade 3 bed semi-detached 1,055 130,000 22,460 3 6 The Parade 3 bed semi-detached 1,055 130,000 30,422 5 7 The Parade 4 bed semi-detached 1,250 140,000 32,831 5 8 The Parade 4 bed semi-detached 1,250 140,000 32,257 3 10 The Parade 3 bed semi-detached 1,055 130,000 35,360 1 11 The Parade 3 bed semi-detached 1,055 130,000 21,228 5 13 The Parade 3 bed semi-detached 1,055 130,000 41,179 5 14 The Parade 3 bed semi-detached 1,055 130,000 42,524 3 15 The Parade 3 bed detached bungalow 1,090 130,000 32,069 2 2 The Rise 3 bed semi-detached 1,100 130,000 28,699 2 4 The Rise 3 bed semi-detached 1,055 130,000 28,412 2 11 The Rise 3 bed semi-detached 1,055 130,000 28,284 1 1 The Road 4 bed 3 storey 1,407 125,000 12,898 1 2 The Road 4 bed 3 storey 1,407 125,000 12,827 1 4 The Road 4 bed 3 storey 1,407 125,000 10,995 1 6 The Road 4 bed 3 storey 1,407 125,000 14,489 1 9 The Road 4 bed 3 storey 1,407 125,000 14,181 1 11 The Road 4 bed 3 storey 1,407 125,000 14,482 4 2 The Way 3 bed detached bungalow 1,090 130,000 35,464 4 5 The Way 3 bed end of terrace 1,030 110,000 37,748 5 Creche 50,000 - 5 Lands 110,000 -

Total 33,062 3,820,000 825,082

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7.6. Professional appraisal of the forecast sales prices and completion costs The Valuation Report obtained by the Company includes an opinion with regard to the likely selling prices of the houses comprised within the Property and same is consistent with the amounts described herein. The Company has obtained a report on the costs likely to be incurred in the course of completing the houses comprised within the Property from the Consulting Surveyors and same is consistent with the amounts described herein. A copy of the Consulting Surveyors Report is annexed hereto at Appendix IV.

7.7. Developer summary cash flow forecast

Total Three Three Three Three months months months months to Sep 16 to Dec 16 to Mar 17 to Jun 17 €000's €000's €000's €000's €000's Gross sale proceeds 3,821 1,003 650 1,208 960 VAT (454) (119) (77) (144) (114) Net sales proceeds 3,367 884 573 1,064 846

Costs Site cost 1,660 1,660 - - - Architects / engineers 30 6 10 10 4 Site works & prelims 132 40 40 39 13 Construction costs 585 119 195 194 77 Local authority contributions 53 21 13 14 5 Selling and legal costs 115 40 29 32 14 Connections 5 2 1 1 1 Accounting & admin 62 45 7 6 4 Contingencies 108 22 36 36 14 2,750 1,955 331 332 132

Developer Loan Opening balance - - (1,306) (1,448) (1,435) Amounts drawn down (2,400) (1,605) (331) (332) (132) Interest & availability fee (195) (49) (49) (49) (48) Interim repayments 1,424 348 238 394 444 Transfers from Redemption Fund 1,171 - - - 1,171 Closing balance (1,171) (1,306) (1,448) (1,435) -

Redemption Fund Account Opening balance - - 536 871 1,541 Transfers to fund 1,943 536 335 670 402 Transfer to Developer Loan - - - (1,171) Closing balance 1,943 536 871 1,541 772

Promoter Loan Opening balance - - (350) (350) (350) Amounts drawn down (350) (350) - - - Repayments - - - - - (350) (350) (350) (350) (350)

A detailed forecast of the Developer’s cashflows is included at Appendix II. The effects of rounding result in minor discrepancies between the detailed forecast of cashflows and the above.

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8. The Company

8.1. History and development of the Company The legal and commercial name of the Company is Foxglove Finance Public Limited Company. The Company was registered in Ireland as a Public Limited Company under the Companies Act 2014 on 15 March 2016 with registered number 579112. The Company is incorporated with indefinite life. The Company’s registered office is located at Century House, Harold’s Cross Road, Dublin 6W, Ireland (telephone number +353 1 496 1444). The Company is and always intends to be resident in the Republic of Ireland only for tax purposes. There are no recent events particular to the Company which are to a material extent relevant to the evaluation of the Company’s solvency.

8.2. Principal activities The Company has been established for the purpose of carrying on the business of making secured and unsecured interest bearing loans to legal or natural persons carrying on the business of real estate investment and development and raising funds for that purpose and the exercise of related rights and powers and other activities reasonably incidental thereto. Since the date of its incorporation, the Company has not commenced operations and no accounts have been made up as at the date of this Offering Document.

8.3. Organisational structure The Company is neither a holding company nor a subsidiary of any other company. All of the issued share capital of the Company having rights to vote at general meetings of the Company is held by the company secretary in trust for directors of the Company. The Company is not dependent on any connected company.

8.4. Board of directors The current directors of the Company and the principal activities performed by them outside the Company are detailed below. Declan de Lacy Declan de Lacy is a Chartered Accountant and leads the Advisory & Insolvency Department in PKF O’Connor, Leddy & Holmes Limited, a leading firm of accountants and business advisors. Declan has c.15 years’ experience of advising in connection with real estate transactions. Peter Stapleton Peter Stapleton is a Chartered Surveyor and a director and former managing director of Lisney Limited. Peter has c.35 years’ experience of advising in connection with commercial property. Peter is a former president of the Society of Chartered Surveyors Ireland. Paddy Mahony Paddy Mahony is a Chartered Accountant and Qualified Financial Advisor. Paddy worked in the audit department of KPMG before joining Corless & Associates as Group Financial Controller. Paddy co- founded PFP Financial Services Limited in August 2009. PFP Financial Services Limited provides financial planning advice to individual and corporate clients.

8.5. Company secretary The company secretary is BSG Secretarial Limited, a company incorporated in Ireland with registered number 471332 and having its registered office at 7 Durands Court, Parnell Street, Waterford, Ireland. BSG Secretarial Limited is authorised by the Department of Justice and Equality to operate as a Trust and Corporate Services Provider.

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8.6. Conflicts of interest There are no known conflicts of interests between the directors’ duties to the Company and their private interests or other duties.

8.7. Share capital The Company’s authorised share capital is €1,025,000 comprised of 1,000,000 Ordinary Shares of €1 each and 25,000 Non-Participating Shares of €1 each. The Company’s issued share capital is €25,100 comprised of 100 Ordinary Shares of €1 each and 25,000 Non- Participating Shares of €1 each. The Ordinary Shares entitle the holders thereof to attend, speak, and vote at general meetings of the Company’s members, and to receive dividends, and to participate in the assets of the Company on a winding-up. The Non-Participating Shares do not entitle the holders thereof to attend, speak, or vote at general meetings of the Company’s members, or to receive dividends, or to participate in the assets of the Company on a winding-up saving for to the amount paid up thereon.

8.8. Major shareholders The issued share capital of the Company is €25,100 comprised of 100 Ordinary Shares of €1 each and 25,000 Non-Participating Shares of €1 each. The Ordinary Shares are held by BSG Secretaries Limited on trust for directors of the Company. There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change of control of the Company.

8.9. Investments The Company has not since the date of incorporation made any investments. The Company’s management bodies have not made any firm commitments to make investments saving for those described herein. The anticipated source of funds needed to fulfil the commitments to make investments described herein is the proceeds of the issue of the Loan Notes.

8.10. Trend information There are no known trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on the Company’s prospects for at least the current financial year.

8.11. Material contracts There are no material contracts, not entered into in the ordinary course of the Company’s business, which could result in the Company being under an obligation or entitlement that is material to the Company’s ability to meet its obligation to security holders in respect of the securities being issued.

8.12. Financial information Since the date of its incorporation, the Company has not commenced operations and no accounts have been made up as at the date of this Offering Document.

8.13. Legal and arbitration proceedings The Company has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company is aware), during a period covering the last 12 months, which may have, or have had in the recent past, significant effects upon the financial position or profitability of the Company.

8.14. The Constitution of the Company The Company’s constitution may be inspected at the Company’s registered office. The Company’s objects and purposes are described at paragraph 3 of the Memorandum of Association comprised within the Company’s constitution and include making secured and unsecured interest bearing loans to legal or natural persons carrying on the business of real estate investment and development and raising funds for that purpose and the exercise of related rights and powers and other activities reasonably incidental thereto.

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9. The Developer

9.1. History and development of the Developer The Developer’s legal and commercial name is Katepar Limited. The Developer was registered in Ireland as a Private Company Limited by Shares under the Companies Act 2014 on 15 April 2016 with registered number 580801. The Developer is incorporated with indefinite life. The Developer’s registered office is located at Raheen House, South Lodge, Carrick-On- Suir, Co. Tipperary. The Developer is and always intends to be resident in the Republic of Ireland only for tax purposes. There are no recent events particular to the Developer which are to a material extent relevant to the evaluation of the Developer’s solvency.

9.2. Principal activities The Developer has been established as a special purpose entity for the purpose acquiring, completing and selling the Property, and such other activities as are incidental thereto. Since the date of its incorporation, the Developer has not commenced operations and no accounts have been made up as at the date of this Offering Document.

9.3. Organisational structure The Developer is not a subsidiary or holding company of any other company. The Developer is controlled by its directors, who also comprise all of the shareholders of the Developer.

9.4. Board of directors The current directors of the Developer and their principal activities performed by them outside the Developer are detailed below. Charles O’Reilly Hyland Charles O’Reilly Hyland is a Chartered Surveyor and experienced property developer and investor. Charles O’Reilly Hyland has more than 30 years of experience of property development and has completed projects in Ireland, the United Kingdom, and Poland. Aidan Farrell Aidan Farrell is an experienced property developer having operated successfully since 2003. Aidan Farrell has also traded internationally in industrial equipment, and currently carries on a bulk buying business.

9.5. Company secretary The company secretary of the Developer is Charles O’Reilly Hyland who is also a director of the Developer.

9.6. Conflicts of interest There are no known conflicts of interests between the directors’ duties to the Developer and their private interests or other duties.

9.7. Share capital The Developer’s authorised share capital is €100,000 comprised of 100,000 Ordinary Shares of €1 each. The Developer’s issued capital is €100 comprised of 100 Ordinary Shares of €1 each. The Ordinary Shares entitle the holders thereof to attend, speak, and vote general meetings of the Developer’s members, and to receive dividends, and to participate in the assets of the Developer on a winding-up. The Developer’s issued share capital is held by Charles O’Reilly Hyland who holds 50 Ordinary Shares of €1 each and by Aidan Farrell who also holds 50 Ordinary Shares of €1 each. There are no arrangements, known to the Developer, the operation of which may at a subsequent date result in a change of control of the Developer.

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9.8. Investments The Developer has not since the date of incorporation made any investments. The Developer’s management bodies have not made any firm commitments to make investments saving for those described herein. The anticipated sources of funds needed to fulfil the commitments to make investments described herein are the receipt of advances from the Developer Loan and the Promoter Loan.

9.9. Trend information There are no known trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on the Developer’s prospects for at least the current financial year.

9.10. Material contracts The Developer has not entered into any material contracts which could result in the Developer being under an obligation or entitlement that is material to the Developer’s ability to meet its obligation to the Company.

9.11. Financial information Since the date of its incorporation, the Developer has not commenced operations and no accounts have been made up as at the date of this Offering Document.

9.12. Legal and arbitration proceedings The Developer has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Developer is aware), during a period covering the last 12 months, which may have, or have had in the recent past, significant effects upon the financial position or profitability of the Developer.

9.13. Constitution of the Developer The constitution of the Developer may be inspected at the registered office of the Developer. The Developer is incorporated as a company limited by shares with unlimited capacity.

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10. Irish Taxation

10.1. General The following is a brief summary of certain aspects of Irish taxation law and practice relevant to the transactions contemplated in this Offering Document. It is based on the law and practice and official interpretation currently in effect, all of which are subject to change. The information given below is not exhaustive and does not constitute legal or tax advice and prospective investors should consult their own professional advisers on the possible tax consequences of buying, selling, converting, holding or redeeming the Loan Notes under the laws of the jurisdictions in which they may be subject to tax.

10.2. Irish Resident Individual Investors Under current legislation, the gross interest earned on the Loan Note will be paid after deduction of Income tax at the standard rate (currently 20%). This will apply on the payment of interest at maturity and will be deducted at source. Irish resident individual investors will be entitled to a credit in his/her personal tax return in respect of the tax withheld. Whether any further tax is payable will depend on the individual’s personal circumstances i.e. if he/she is taxable at the 20% or 41% rate.

10.3. Irish Resident Corporate Investors Under current legislation, the gross interest earned on the Loan Note will be paid after deduction of Income tax at the standard rate (currently 20%), unless the investor meets any of the exemption criteria set out in Section 246(3) TCA 1997. This will apply on the payment of interest at maturity and will be deducted at source. Irish resident corporate investors will be entitled to a credit in their corporation tax return in respect of the tax withheld.

10.4. Pension, charity, and other Irish Investors There is no automatic exemption from withholding tax for the following investors:

 Approved Retirement Funds (“ARFs”)/Approved Minimum Retirement Funds (“AMRFs”)  Personal Retirement Savings Accounts (“PRSAs”)  Charities / Religious Orders However, ARFs, AMRFs, PRSAs, charities and religious orders may apply to receive returns gross without deduction of tax. Upon the commencement of the Loan Notes, the Company will apply to Revenue on behalf of the above investors for an exemption from tax. Should Revenue reject the application, after maturity investors can still apply to Revenue directly to recover the tax withheld. Interest paid to an occupational pension scheme (as defined in Section 774 Taxes Consolidation Act, 1997) will be exempt from withholding tax. If at any time any other deduction or withholding shall be required by law in respect of any payment in respect of the Loan Notes, the payment shall be made subject to the deduction or withholding in question.

10.5. Investors not resident in Ireland Under current legislation, gross interest paid to Noteholders who are not resident in Ireland may be subject to withholding tax. The obligation to deduct withholding tax on interest payments to Noteholders will generally not arise if the Noteholder is resident in either (a) an EU member state (other than Ireland), or (b) a country with which Ireland has concluded a double taxation treaty which is in force or due to come into force and which imposes a tax that generally applies to interest receivable in that country from sources outside that country.

10.6. Other taxes / levies Where applicable, additional taxes or levies on the gross interest may apply. Investors should consult their tax advisors. Investors should also satisfy themselves in relation to Revenue reporting requirements and the implications of non-disclosure. THE TAX AND OTHER MATTERS DESCRIBED IN THIS OFFERING DOCUMENT DO NOT CONSTITUTE, AND SHOULD NOT BE CONSIDERED AS, LEGAL OR TAX ADVICE TO PROSPECTIVE NOTEHOLDERS.

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11. Risk factors An investment in the Loan Notes involves a degree of risk. This section sets out certain aspects of the Transaction Documents, the Company, the Developer and the Property of which prospective Noteholders should be aware. Prospective Noteholders should carefully consider the following risk factors and the other information contained in this Offering Document before making an investment decision. The occurrence of any of the events described below could have a material adverse impact on the business, financial condition or results of operations of the Company and/or the Developer and could lead to, among other things:

 failure by the Developer to perform its obligations under the Developer Loan Agreement; and/or  failure by the Company to perform its obligations under the Loan Note Instrument; and/or  an inability of the Company to repay all amounts due in respect of the Loan Notes. This section of the Offering Document is not intended to be exhaustive, and prospective Noteholders should also read the detailed information set out elsewhere in the Offering Document prior to making any investment decision. The risks described below are not the only ones faced by the Developer and / or the Company. Additional risks not presently known to the Company or the Developer or that they currently believe to be immaterial may also adversely affect their business. If any of the following risks occurs, the Company, the Developer or the Property could be materially adversely affected. In any of these cases, the value of the Loan Notes could decline, and the Company may not be able to pay all or part of the interest, principal or other amounts due on the Loan Notes and Noteholders may lose all or part of their investment. Prospective Noteholders should take their own legal, financial, accounting, tax and other relevant advice as to the structure and viability of an investment in the Loan Notes. In addition, while the various structural elements described in this Offering Document are intended to lessen some of the risks discussed below for the Noteholders, there can be no assurance that these measures will be sufficient to ensure that the Noteholders receive payment of interest or repayment of principal from the Company on a timely basis or at all.

11.1. Risk relating to the transaction documents The enforceability of the rights and obligations of the various parties to the Transaction Documents is dependent on the adequacy of the Transaction Documents for their intended purpose. Any error of drafting, omission, or unintended consequence of the Transaction Documents could have a material adverse impact on the Company’s capacity to perform its’ obligations under the Loan Note Instrument.

11.2. Risks relating to the sufficiency of the assets of the Company Payments in respect of the Loan Notes are dependent on, and limited to, the receipt of funds under the Developer Loan Agreement. There is no liquidity facility available to the Company to fund any payments in respect of the Loan Notes. In turn, recourse under the Developer Loan Agreement is generally limited to the Developer and their assets, which consist of the Property and certain other assets, security over which has been created to secure repayment of the advances under the Developer Loan Agreement. The Developer’s business activities are limited to owning, developing and managing their respective interest in the Property. The ability of the Developer to make payments under the Developer Loan Agreement, and therefore the ability of the Company to make payments on the Loan Notes, is dependent primarily on the sufficiency of the realisations from developing the Property. If the Developer fails to perform its obligations under the Developer Loan Agreement, and following the exercise by the Company of all available rights and remedies under the Developer Loan Agreement the Company does not receive the full amount due from the Developer, then it may not be possible to pay some or all of the principal and interest due on the Loan Notes.

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11.3. The Loan Notes are limited recourse obligations of the Company On realisation or enforcement of the security held for the benefit of the Noteholders by the Security Trustee, in the event that the proceeds of such realisation or enforcement are insufficient to pay all amounts due under the Loan Notes (after payment of all other claims ranking higher in priority to or pari passu with amounts due under the Loan Notes), the Noteholders will have no further claim against the Company in respect of such unpaid amounts. Enforcement of the security held for the benefit of the Noteholders by the Security Trustee is the only substantive remedy available for the purposes of recovering amounts owed in respect of the Loan Notes. The Noteholders are precluded from petitioning for the winding- up of the Company in the event that the Loan Notes are not redeemed in full.

11.4. Creditors having priority in repayment over fixed charges The holder of a fixed security over the book debts of an Irish incorporated company (that would include the Noteholders) may be required by the Irish Revenue Commissioners, by notice in writing from the Irish Revenue Commissioners, to pay to them sums equivalent to those that the holder received in payment of debts due to it by the Company. Where notice has been given to the Irish Revenue Commissioners of the creation of the security within 21 calendar days of its creation by the holder of the security, the holder's liability is limited to the amount of certain outstanding Irish tax liabilities of the Company arising after the issuance of the Irish Revenue Commissioners' notice to the holder of fixed security. Under Irish law, upon an insolvency of an Irish company such as the Company, when applying the proceeds of assets subject to fixed security that may have been realised in the course of a liquidation or receivership, the claims of a limited category of preferential creditors will take priority over the claims of creditors holding the relevant fixed security. These preferred claims include (but are not limited to) the remuneration, costs and expenses properly incurred by any examiner of the Company (that may include any borrowings made by an examiner to fund the Company's requirements for the duration of his appointment) that have been approved by the Irish courts.

11.5. Forward-looking statements This Offering Document includes statements that are, or may be deemed to be, forward- looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties include, but are not limited to, those described in this section of this Offering Document. Such risks and uncertainties should not be construed as exhaustive and should be read in conjunction with the other cautionary statements in this Offering Document. The forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition and liquidity, and the markets in which the Company and the Developer operates, may differ materially from those made in or suggested by the forward-looking statements set out in this Offering Document. In addition, even if the results of operations, financial condition and liquidity of the Company and the Developer, and the development of the market in which the Company and the Developer operate, are consistent with the forward-looking statements set out in this Offering Document, those results or developments may not be indicative of results or developments in subsequent periods. Many factors could cause the Company’s or the Developer’s actual results, performance or revenues to be materially different from any future results, performance or revenues that may be expressed or implied by such forward-looking statements including, but not limited to the other risks described in this section. Any forward-looking statements which are made in this Offering Document speak only as of the date of such statements. The Company undertakes no obligation, to revise or update the forward-looking statements included in this Offering Document to reflect any future events or circumstances.

11.6. Risks relating to final maturity of the Loan Notes The advances under the Developer Loan Agreement may not be fully repaid by the Maturity Date. This means that the Loan Notes may not be repaid by this date.

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11.7. Absence of operating history of the Company The Company is a recently formed Irish special purpose company whose business will consist of making secured and unsecured interest bearing loans to legal or natural persons carrying on the business of real estate investment and development and raising funds for that purpose. The Company has no operating history.

11.8. Reliance on agents Certain of the business activities of the Company are to be carried out on behalf of the Company by agents appointed by the Company for such purpose. The Company will not have any role in determining or verifying the data received from the Valuer, or the Consulting Surveyor.

11.9. Absence of secondary market; limited liquidity It is not intended that the Loan Notes will be admitted to trading on any regulated market. It is not anticipated that a secondary market in the Loan Notes will develop. Consequently, any purchaser of the Loan Notes must be prepared to hold such Loan Notes until final redemption or maturity of the Loan Notes. Any sale of Loan Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of those Loan Notes.

11.10. Custody of subscription moneys The subscription moneys to be paid to the Company simultaneous with delivery of applications for Loan Notes will not be subject to the security intended to be created by the Security Agreement in the period between receipt of same and the execution of the Transaction Documents. Once received, the Company will hold the subscription monies received from each applicant for Loan Notes on trust for that applicant pending issue of the Loans Notes or return to that applicant.

11.11. Limitation of valuations The Valuer has produced the Valuation Report, which indicates that the market value of the Property was €1,550,000 - €1,600,000 at the Valuation Date. There can be no assurance that the market value of the Property will continue to be equal to or exceed the valuations given to it in the Valuation Report or that the value of the Property has not changed materially since the date of the Valuation Report. Assumptions often differ from the current facts regarding such matters and are subject to various risks and contingencies, many of which are not within the control of the Company, the Developer, or any of the other parties to the transaction. Some of the assumptions in the Valuation Report might not materialise, and unanticipated events and circumstances may occur or have occurred subsequent to the Valuation Date. As the market value of the Property fluctuates there can be no assurance that the market value of the Property will be equal to or greater than the unpaid principal and accrued interest and any other amounts due under the Developer Loan Agreement. Therefore, the actual results achieved may vary from the related valuation and such variations may be material. In general, valuations represent the analysis and opinion of qualified valuers and are not guarantees of present or future value. One valuer may reach a different conclusion than the conclusion that would be reached if a different valuer were appraising the same property, even if theoretically prepared on the same basis.

11.12. Value of completed units The value of the units anticipated to be completed in the Developer’s Business Plan may in the period prior to completion be adversely affected by a number of factors including but not limited to national, regional and local economic conditions; local property market conditions (such as an oversupply of residential property or a fall in market demand); demographic factors; consumer confidence; unemployment rates; interest rates; tax law; customer tastes and preferences; retroactive changes to building or similar regulations. If the value of the units should so fall then this could affect the amount of income arising to the Developer and could consequently have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.13. Availability of mortgage funding to end purchasers Since the second half of 2007, mortgage credit has been restricted, particularly at higher loan to value ratios, due to a number of factors including (i) the exit of a large number of mortgage providers from the market; (ii) the significant reduction in the number of available mortgage products; (iii) cautious surveyors’ valuations on properties (which reduces the value of the

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mortgage that can be obtained on a given property); and (iv) many lenders requiring increased levels of financial qualification and greater deposits, whilst lending lower multiples of income and lower multiples of loan to value. Mortgage lending in 2014 is forecast to have totalled €3.9 billion (Source: Goodbody, Irish Economy – Q1 2015 Health Check), 90 per cent below the peak level in 2006 of €39.9 billion (Source: Goodbody, Irish Property, from stabilisation to recovery, September 2014). Although mortgage credit conditions have improved, with mortgage approvals growing at 47 per cent. year on year in March 2015, the availability of mortgage credit continues to constrain the growth in volumes and sales price terms of the housebuilding industry (Source: Banking & Payments Federation Ireland, Mortgage Approvals – March 2015). Further, on 27 January 2015, the Central Bank of Ireland announced new macro-prudential rules that came into force on 9 February 2015. Previously, there were no similar regulations in place and the directors believe that banks typically provided mortgages to first-time and mover buyers on the basis of an 80 to 90 per cent. loan to value ratio. Under the new rules, first time buyers are allowed to borrow at a maximum loan to value ratio of 90 per cent on properties up to a value of €220,000. A maximum 80 per cent. loan to value ratio applies on the excess above €220,000. For mover-buyers, who already own a home, a cap of 80 per cent. applies regardless of property value except for those in negative equity, where this cap does not apply. In respect of both first time buyers and mover-purchasers, financial institutions can issue 15 per cent. of loans by value outside these restrictions. In respect of principal dwelling house mortgages, a loan to income cap of 3.5 times a Developer’s annual salary also generally applies. Financial institutions can issue such loans with higher loan to income ratios in up to 20 per cent. (by value) of cases. Further, buy to let mortgages are subject to a limit of 70 per cent. loan to value ratio and financial institutions can issue 10 per cent. of loans, by value, outside of this limit. The key objectives of these regulations, as communicated by the Central Bank of Ireland, are to increase the resilience of the banking and household sectors to the property market and to reduce the risk of bank credit and house price spirals from developing in future. These or further constraints on mortgage borrowing could cause house prices to decline or reduce the number of people buying homes, which could affect the timing and amount of income arising to the Developer and could consequently have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.14. Illiquidity of the Property Development land with or without completed or partially completed units can be relatively illiquid assets, meaning that they may not be easily sold and converted into cash and that any sale may not be capable of being completed quickly without accepting a lower price than may be otherwise offered. The Developer will acquire the Property for development purposes and expects to sell the Property in the form of completed residential units following development. Notwithstanding this, there could occur a change in the property market, economic conditions, or circumstances relating to the Property, in which the Developer might be required to sell the remaining parts of the Property as a single asset. In this event illiquidity may affect the Developer’s ability to value, dispose or liquidate some or all of the Property in a timely fashion and at satisfactory prices, which could a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.15. Changes to environmental laws, regulations and standards Laws and regulations, which may be amended over time, may impose on the Developer environmental liabilities associated with the Property including in relation to any soil and other contamination that may have occurred or arisen prior to the Developer’s acquisition thereof. Regardless of whether the Developer originally caused the contamination or other environmental hazard, such liabilities may result in significant investigation, removal, or remediation costs and could prohibit or severely restrict development of the Property. As is normally the case for housebuilders, these liabilities would typically not be covered by the Developer’s insurance. In addition, environmental liabilities could adversely affect the Developer’s ability to sell or redevelop a property, or to borrow using a property as security, and may in certain circumstances (such as the release of certain materials, including asbestos, into the air or water) form the basis for liability to third persons for personal injury or other damages. For example, the Developer may suffer loss as a result of soil contamination on the Property, or could incur fines and penalties in the event of a spill caused by its employees or sub-contractors on a site.

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No environmental warranties have been given by the vendors of the Property and therefore the Developer would have no or limited recourse in the event that it suffers a loss as a consequence of historic environmental issues in respect of the Property.

11.16. Unanticipated costs The cost of implementing the Developer’s Business Plan has been estimated by the Developer and appraised as being reasonable by the Consulting Surveyor. Notwithstanding this, cost estimates made in advance of commencing a development are dependent upon assumptions, estimates and judgments which may ultimately prove to be inaccurate. Whilst the Developer has attempted to mitigate this risk by relying on the opinion of the Consulting Surveyor, there is no guarantee that significant unanticipated costs will not arise. Such unanticipated costs could arise during the course of development due to (i) errors and omissions; (ii) unforeseen technical conditions or increases in sub-contractor rates or material costs; or (iii) inadequate contractual arrangements or tendering processes which do not provide for a final and known cost in advance. Should significant unanticipated costs arise they could have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.17. Uninsured losses or losses in excess of insurance proceeds While the Developer will maintain commercial insurance (including employer’s liability, public and product liability and contractor’s all risk and, to the extent required, engineering cover, as well as a construction guarantee policy to cover homebuyers following the acquisition of their home) at a level it believes is appropriate against risks commonly insured in its industry, there is no guarantee that it will be able to obtain the desired levels of cover on acceptable terms in the future. Therefore, the Developer could suffer losses that may not be fully compensated by insurance. In addition, certain types of risks may be, or may become, either uninsurable or not economically insurable, or may not be currently or in the future covered by the Developer’s insurance policies. In addition, the Developer could be liable to make payments in respect of uninsured losses out of its own funds or could be liable in circumstances where a sub-contractor causes a loss and a sub-contractor’s own professional indemnity coverage does not respond. Any of the foregoing may subject the Developer to unanticipated costs and could consequently have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.18. Liability following the sale of units The Developer may be exposed to future liabilities and / or obligations with respect to the units that it sells, including, but not limited to, breach of contract, contractual disputes and defective title or property misdescription claims. The Developer may be required to pay damages (including but not limited to litigation costs) to a purchaser to the extent that any representations or warranties given to a purchaser prove to be inaccurate or to the extent that the Developer breaches any of its covenants or obligations contained in the sale documentation. In certain circumstances, it is possible that representations and warranties incorrectly given could give rise to a right by the purchaser to unwind the contract in addition to the payment of damages. Further, the Developer may become involved in disputes or litigation in connection with such units. Certain obligations and liabilities associated with the ownership of the units can also continue to exist notwithstanding any sale, such as certain environmental liabilities. Any claims, litigation or continuing obligations in connection with the sale of any units may subject the Developer to unanticipated costs and could consequently have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.19. Due diligence may not have identified all risks and liabilities associated with the Property The Developer has relied on third parties to conduct a significant portion of their due diligence on the Property including providing legal reports on title, property valuations, planning reports, etc. There can be no assurance, however, that due diligence examinations carried out by third parties on behalf of the Developer in connection with the Property have revealed all of the risks associated with the Property, or the full extent of liability arising from such risks. The Property may be subject to hidden material defects not apparent at the time of acquisition. To the extent the Developer or third parties engaged by the Developer underestimate or fail to

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identify risks and liabilities associated with an acquisition, the Developer may be subject to one or more of the following risks:

 defects in title;  environmental, structural or operational defects or liabilities requiring remediation and / or not covered by indemnities or insurance;  inability to obtain permits enabling it to use the asset as intended;  existing structures or developments on the site having structural issues or not being in compliance with planning permissions; or  acquiring assets that fail to perform in accordance with expectations. Any of these consequences of a due diligence failure could have a material adverse impact on the Developer’s ability to implement the Developer’s Business Plan and consequently could have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.20. Increased competition from other housebuilders The Developer may be exposed to greater than anticipated competition for the sale of completed units. There is a risk that greater than anticipated competition could result in the Developer failing to sell units as quickly as anticipated or at the expected price. Any or all of these factors could affect the timing and amount of income arising to the Developer and could consequently have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.21. Dependence on sub-contractors and design team professionals The Developer intends to use sub-contractors to carry out construction works and to engage design team professionals, including architects, landscaping architects, mechanical and electrical engineers, structural engineers, design team professionals and planning consultants, as may be necessary. In the event that any sub-contractor does not perform, or a design team professional is not available, other sub-contractors or professionals are typically available with which the Developer may then contract. However, third-party sub-contractors and, to a lesser extent, design team professionals have been, and may continue to be, adversely affected by economic downturns or recessions as well as individual difficulties. The failure by a sub-contractor or design team professional to perform their obligations could cause cost overruns and programme delays and could increase the risk that the Developer will be unable to recover costs in relation to any defective work performed by such sub-contractor or design team professional to the extent such costs are not covered by insurance. Any of these factors could cause increases in construction costs and construction delays and could consequently have a material adverse impact on the Developer’s capacity to perform its’ obligations under the Developer Loan Agreement.

11.22. Shortages or increased costs of materials and skilled labour In most cases, sub-contractors engaged by the Developer will supply the labour and materials used to develop the Property. Both sub-contractors and the Developer may be subject to supply risks related to the availability and cost of materials and labour. Increased costs or shortages of skilled labour and building materials could cause increases in construction costs and construction delays. Any of the foregoing could have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

11.23. Health and safety risks The Developer’s business poses certain health and safety risks. The occurrence of a significant health and safety incident at the development being conducted by the Developer, or a general deterioration in the health and safety standards thereat could put the Developer’s employees, sub-contractors and / or the general public at risk as well as leading to significant penalties or damage to the Developer’s reputation. Any failure in health and safety compliance, including any delay in responding to changes in health and safety regulations, may result in penalties for non-compliance with relevant regulatory requirements. Moreover, any such failure which results in a major or significant health and safety incident may be costly in terms of potential liabilities incurred as a result and delays in progressing development. Any of the foregoing could have a material adverse impact on the Developer’s capacity to perform its obligations under the Developer Loan Agreement.

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11.24. Severe weather conditions The occurrence of severe weather conditions can delay the implementation of the Developer’s Business Plan and result in the Developer incurring increased costs. Severe weather conditions can also cause a reduction or delay in the availability of materials in affected areas. Consequently, severe weather conditions could have a material adverse impact on the Developer’s capacity to perform its’ obligations under the Developer Loan Agreement.

11.25. Compulsory purchase Any property in Ireland may be compulsorily acquired by a public authority possessing compulsory purchase powers (e.g. local authorities, National Roads Authority, etc). The owner of property that is compulsorily purchased is entitled to receive compensation based on the market value of the property and the reduction in value of their adjoining land consequent on the compulsory purchase. A delay may arise between the compulsory purchase of a property and payment of the compensation. If a compulsory purchase order is made in respect of the Property or parts thereof then there is no guarantee that the amount of compensation received would be sufficient to enable the Developer to meet their obligations under the Developer Loan Agreement in a timely way or at all.

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12. Glossary of defined terms The following is a brief summary of certain terms used herein. Capita means Capita Trust Company Limited a company registered in England and Wales with registration number 00239726 and whose principal office is at 4th Floor, 40 Dukes Place, London EC3A 7NH, in its capacity as security trustee for the Noteholders. Closing Date Means 22 June 2016, provided that the Company may extend or bring forward the Closing Date by up to 7 days. Company means Foxglove Finance Public Limited Company, a company incorporated in Ireland as a Public Limited Company under the Companies Act 2014 on 15 March 2016 with registered number 579112. The issuer of the Loan Notes intended to be offered in the herein document. Company Secured Account means an account to be held with Allied Irish Banks, p.l.c. (Westmoreland Street branch) in the name of the Company (to be assigned to the Security Trustee under the Security Agreement) to which the Company will be obliged to lodge all amounts received from the Developer in repayment / prepayment of the Developer Loan. The Company will be permitted to make withdrawals from the Company Secured Account for the purposes of (i) meeting its operating costs provided that any such withdrawal does not exceed 20% of the interest charged on the Developer Loan (representing the excess of interest charged to the Developer over the interest payable to the Noteholders); and (ii) making advances to the Developer in accordance with the terms of the Developer Loan Agreement. Company’s Solicitor means the Company’s solicitor, Matheson of 70 Sir John Rogerson's Quay, Dublin 2, who have been engaged for the purposes specified in paragraph 4.13. Consulting Surveyor means Rogerson Reddan & Associates Limited of 78 Haddington Road, Dublin 4. Consulting Surveyor's Report means a report prepared by the Consulting Surveyor for the Company dated 29 April 2016 and exhibited at Appendix IV. Debenture means an all assets all sums mortgage debenture from the Developer in favour of the Company including (but not limited to) a legal charge over the Property and an assignment of the Redemption Fund Account. Developer means Katepar Limited, a company incorporated in Ireland as a Private Company Limited by Shares under the Companies Act 2014 on 15 April 2016 with registered number 580801. Developer Loan means the loan facility anticipated to be provided pursuant to the terms of the Developer Loan Agreement. Developer Loan Agreement means an agreement to be entered into between the Company and the Developer on or before the Closing Date providing for the Developer Loan and more particularly described at paragraphs 5.3 – 5.5.

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Developer’s Business Plan means the Developer’s plan to acquire, complete and sell the Property as more particularly described at section 6 hereof. Developer’s Solicitor means the Developer’s solicitor, Beauchamps Solicitors of Riverside Two, Sir John Rogerson’s Quay, Dublin 2. Loan Note Instrument means the document in which the terms of the Loan Notes intended to be offered are detailed. Loan Notes means the Loan Notes intended to be offered herein as more particularly described at section 4 hereof. Maturity Date means the date on which the Loan Notes are due to be redeemed and interest paid. The Maturity Date is intended to be 12 months after the Closing Date unless deferred by up to six months at the option of the Company. Noteholders means the persons who hold the Loan Notes. Offering Document means this document. Principal Amount means the sum of €1,600,000. Promoters means Charles O’Reilly Hyland and Aidan Farrell, details of whom are included at paragraph 9.4 hereof. Promoter Loan means the loan facility anticipated to be provided pursuant to the terms of the Promoter Loan Agreement. Promoter Loan Agreement means an agreement to be entered into between the Promoters and the Developer on or before the Closing Date providing for the Promoter Loan, which is more particularly described at paragraphs 5.1 Property means the property comprised within folio WX24659F and includes 29 houses at various stages of completion, a crèche, and lands extending to c.10 acres, as more particularly described at section 6 hereof. Redemption Fund Account means an account to be held with the Bank of Ireland (Terenure branch) in the name of the Developer to be assigned to the Company (under the Debenture), the benefit of which will in turn be assigned by the Company to the Security Trustee (under the Security Agreement) and to which the Developer’s solicitor will undertake to lodge €67,000 from the proceeds of each sale of a house comprised within the Property. Security Agreement means a security agreement from the Company in favour of the Security Trustee (as security trustee for itself and the Noteholders) including a sub-mortgage of the Debenture, an assignment of the Developer Loan to be advanced under the Development Loan Agreement, and an assignment of the Company Secured Account. Security Trustee means Capita.

Subordination Agreement means the subordination agreement to be entered into between the Company (as senior creditor), the

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Developer (as borrower) and the Promoters (as subordinated creditor) whereby all amounts due by the Developer to the Promoters are subordinated to amounts due by the Developer to the Company under Developer Loan Agreement. Transaction Documents means the Loan Note Instrument, the Security Agreement, the Promoter Loan Agreement, the Developer Loan Agreement, the Debenture and all other agreements necessary to implement the transaction anticipated herein as the context may require. Valuation Date means 21 March 2016. Valuation Report means a report prepared by the Valuer for the Company dated 21 March 2016 and exhibited at Appendix III. Valuer means Sherry Fitzgerald O’Leary Kinsella of Esmonde Street, Gorey, Co Wexford.

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13. Appendix I – Company cash flow forecast

Summary Jul 16 Aug 16 Sep 16 Oct 16 Nov 16 Dec 16 Jan 17 Feb 17 Mar 17 Apr 17 May 17 Jun 17 Company cashflow € € € € € € € € € € € € Opening balance - 25,000 189,303 112,356 353,890 244,682 371,655 257,293 365,742 270,774 314,825 182,817 623,161 Proceeds of bond issue 1,600,000 1,600,000 ------Advances to Developer (2,399,978) (1,423,697) (75,697) (104,476) (107,959) (109,464) (113,113) (103,759) (93,718) (135,117) (130,759) (2,221) - Interim repayments from Developer 1,422,639 - - 347,260 - 237,687 - 213,458 - 180,419 - 443,815 - Final repayment from Redemption Fund 1,171,584 ------1,171,584 Company operating costs (25,750) (12,000) (1,250) (1,250) (1,250) (1,250) (1,250) (1,250) (1,250) (1,250) (1,250) (1,250) (1,250) Bond redemption & interest (1,760,000) ------(1,760,000) Closing balance 8,495 189,303 112,356 353,890 244,682 371,655 257,293 365,742 270,774 314,825 182,817 623,161 33,495

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14. Appendix II – Developer cash flow forecast

Summary Jul 16 Aug 16 Sep 16 Oct 16 Nov 16 Dec 16 Jan 17 Feb 17 Mar 17 Apr 17 May 17 Jun 17 Inflows € € € € € € € € € € € € Sales proceeds 3,820,000 - - 1,002,500 - 650,000 - 622,500 - 585,000 - 960,000 - VAT (454,361) - - (119,240) - (77,313) - (74,042) - (69,581) - (114,185) - Net sales proceeds 3,365,639 - - 883,260 - 572,687 - 548,458 - 515,419 - 845,815 -

Outflows Site cost 1,660,000 1,660,000 ------Architects / engineers 30,666 1,521 1,521 3,183 3,289 3,415 3,529 3,141 2,837 4,182 4,047 - - Site works & prelims 132,863 13,549 13,549 13,111 13,549 13,111 13,549 13,549 12,237 13,549 13,111 - - Construction costs 584,112 28,972 28,972 60,626 62,647 65,051 67,220 59,829 54,039 79,663 77,094 - - Local authority contributions 52,902 8,422 8,422 4,222 4,362 4,139 4,277 4,325 3,907 5,502 5,325 - - Selling and legal costs 114,600 15,038 15,038 9,590 9,910 9,184 9,491 9,221 8,329 14,636 14,164 - - Connections 4,774 616 616 379 391 379 391 405 365 626 606 - - Accounting & admin 62,000 40,221 2,221 2,149 2,221 2,149 2,221 2,221 2,006 2,221 2,149 2,221 - Contingencies 108,061 5,360 5,360 11,216 11,590 12,034 12,436 11,068 9,997 14,738 14,262 - - 2,749,978 1,773,697 75,697 104,476 107,959 109,464 113,113 103,759 93,718 135,117 130,759 2,221 -

Redemption Fund Account Movements Opening balance - - - - 536,000 536,000 871,000 871,000 1,206,000 1,206,000 1,541,000 1,541,000 1,943,000 Additions to fund 1,943,000 - - 536,000 - 335,000 - 335,000 - 335,000 - 402,000 - Transfer to repay Developer Loan (1,171,584) ------(1,171,584) Closing balance 771,416 - - 536,000 536,000 871,000 871,000 1,206,000 1,206,000 1,541,000 1,541,000 1,943,000 771,416

Developer Loan Movements Opening balance - - (1,439,996) (1,532,184) (1,305,420) (1,429,656) (1,317,477) (1,446,904) (1,353,323) (1,463,389) (1,434,376) (1,581,728) (1,155,843) Amounts drawn for site purchase (1,310,000) (1,310,000) ------Amounts drawn for general purposes (1,089,978) (113,697) (75,697) (104,476) (107,959) (109,464) (113,113) (103,759) (93,718) (135,117) (130,759) (2,221) - Partial repayments from sales 1,422,639 - - 347,260 - 237,687 - 213,458 - 180,419 - 443,815 - Interest & availability fee (194,245) (16,299) (16,491) (16,020) (16,278) (16,045) (16,314) (16,119) (16,348) (16,288) (16,594) (15,709) (15,741) Final repayment from redemption fund 1,171,584 ------1,171,584 Closing balance - (1,439,996) (1,532,184) (1,305,420) (1,429,656) (1,317,477) (1,446,904) (1,353,323) (1,463,389) (1,434,376) (1,581,728) (1,155,843) -

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15. Appendix III – Valuation Report

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16. Appendix IV – Consulting Surveyor’s Report

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17. Appendix V – Application Form To: Foxglove Finance Public Limited Company (the “Company”) Capitalised terms which are used herein but are not otherwise defined, bear the meaning ascribed thereto in the offering document dated 30 May 2016 (the “Offering Document”).

For completion by a subscriber who is an individual Forename: ...... Surname: ...... Address: ...... Date of birth: ...... Resident in Ireland: Yes [ ] No [ ] Nationality: ...... PPS Number: ...... Telephone no.: ...... Email address: ......

For completion by a subscriber which is a company / body corporate Name of company / body corporate: ...... Registered address: ...... Registered number: ...... Telephone no.: ...... Fax number: ...... Email address: ...... Tax number: ......

For completion by a subscriber which is an ARF / AMRF / PRSA Name of QFM: ...... Authorised signatory / position: ...... QFM’s account / ref number: ...... Address of QFM: ...... Holder forename: ...... Holder surname: ...... Holder telephone no.: ...... Holder email: ...... Address of holder: ......

For completion by a subscriber which is an SSAP Name of SSAP: ...... Name of pensioner trustee: ...... Address of pensioner trustee: ...... Name of member trustee: ...... Address of member trustee: ...... Revenue approval no.: ...... Member email: ...... Member date of birth ...... Member phone no.: ......

I / we, the above named, confirm herewith as follows: 1) I / we have read, understood, and had the option to take professional advice on the Offering Document and the Transaction Documents.

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2) I / we hereby apply for the issue to me / us of Loan Notes in the amount of:

€[ ] (see note 2 to this Application Form below)

by the Company subject to and in accordance with the terms of the Loan Note Instrument. I / we understand that, subject to note (4) below, the minimum subscription will be €10,000 and the maximum subscription will be equal to the Principal Amount.

3) I / we enclose herewith a properly made out cheque or bank draft, made payable to the Company, in respect of the subscription monies for my / our application for Loan Notes at section 2 above. Payment may also be made by bank transfer. Please contact the Company for bank details for payments by bank transfer.

4) I / we understand that my / our application for Loan Notes will, at the option of the Company, be invalid if (subject to note 4 to this Application Form below) I / we have not enclosed a properly made out cheque or bank draft for the appropriate amount, or alternatively (subject to note 4 to this Application Form below) that my / our application shall be deemed to be an application for such number of Loan Notes as is consistent with the amount represented by the accompanying cheque or bank draft.

5) I / we understand that the Company reserves the right to reject my / our application in whole or in part in its absolute discretion, in which event, the amount paid on application or the balance thereof (as the case may be) will be returned (without interest) to me / us at the address indicated by me / us above within 7 days of the Closing Date and, in so doing, the Company shall have no liability whatsoever to me / us for any resulting loss or damage.

6) I / we understand that (in consideration of the Company agreeing to deal with this application to subscribe for Loan Notes) this application shall be irrevocable and that this paragraph shall constitute a conditional contract between me / us and the Company which shall become binding upon despatch of this Application Form and accompanying payment by mail to Declan de Lacy at the address below and I / we hereby irrevocably undertake to take up or procure the taking up of any Loan Notes up to the amount indicated by me / us above that may be issued to me by the Company following receipt of a valid application in that regard.

7) I / we understand that the Company is entitled to determine the allocation basis for Loan Notes and that I / we are not entitled to an allocation of the amount that I / we have indicated above.

8) I / we understand that I / we cannot withdraw my / our application for Loan Notes as set out herein and that if I / we seek to do so any monies paid by me / us will not be returned to me / us.

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9) I / we understand that if for any reason I / we do not pay the subscription monies in respect of Loan Notes for which I / we have made a valid application, I / we will be in breach of contract to the Company. I / we authorise the Company or its agents to present the enclosed cheque or bank draft on receipt and to transfer the proceeds thereof for use by the Company. I / we represent and warrant that the cheque or bank draft accompanying this Application Form shall be honoured on first presentation.

10) I / we understand that an application for the Loan Notes means that the applicant must comply with the appropriate money laundering checks required by the Company.

11) Any undertaking given by me / us hereunder is irrevocable and in the case of a subscriber who is an individual, shall survive his / her death, bankruptcy, insolvency proceedings, or incapacity howsoever and in the case of a subscriber which is a company or body corporate, shall survive any insolvency, dissolution, amalgamation or restructuring of the company or body corporate and continue to enure to the benefit of the Company upon any such occurrence.

Signature of a subscriber who is an individual In the case of an application by an individual this Application Form must be signed by the applicant identified on the preceding page.

...... Individual applicant

Signature of a subscriber which is a company / body corporate In the case of an application by a company or body corporate this Application Form must be signed either by two directors, or by a director and the company secretary.

...... Director Director / Secretary

Signature of a subscriber which is an ARF / AMRF / PRSA In the case of an application by an ARF / AMRF / PRSA this Application Form must be signed by the qualifying fund manager and by the holder of the ARF / AMRF / PRSA.

...... For and on behalf of the The Holder Qualifying Fund Manager

Signature of a subscriber which is an SSAP In the case of an application by an SSAP this Application Form must be signed by pensioner trustee and by the member trustee.

...... For and on behalf of the Member Trustee Pensioner Trustee

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Notes to Application Form: 1. The completed Application Form should be returned to the Company’s registered office at Century House, Harold’s Cross Road, Dublin 6W and marked “For the attention of Declan de Lacy” by not later than the Closing Date. Application Forms must be accompanied by:

(a) for applications by a subscriber who is an individual

(i) a certified copy* of either the subscriber’s current passport or current driver’s license

(ii) an original or certified copy* of two different forms of proof of address**

(iii) proof of the PPS number of the subscriber

(iv) a cheque or bank draft drawn on the subscriber’s own bank account. For bank details for payments by bank transfer please contact the Company.

(b) for applications by a subscriber which is a company / body corporate

(i) a certified copy* of either the current passport or current driver’s license of the director and the secretary of the company or body corporate

(ii) proof of tax registration number of the company / body corporate

(iii) a cheque or bank draft drawn on a bank account in the name of the company / body corporate. For bank details for payments by bank transfer please contact the Company.

2. At section 2 of the Application Form, insert the consideration payable for the Loan Notes being subscribed for.

3. Cheques or bank drafts should be made payable to the Company. No receipt will be given for this Application Form. Cheques or bank drafts should be drawn in euro.

4. Applications may be made for any number of Loan Notes subject to a minimum subscription amount of €10,000 and a maximum subscription amount equal to the Principal Amount.

5. If this Application Form is signed under a power of attorney, a duly certified copy* of such power of attorney should accompany this Application Form.

6. The Company reserves the right to alter any arrangements in connection with the issue of the Notes.

* Certified copy means a document which contains a certification signed, stamped and dated by a Solicitor, Commissioner for Oaths, Garda, Accountant or Bank Manager certifying that the copy document is a true copy of the original.

** Acceptable forms of proof of address are any two of (i) recent utility bill (electricity, gas, telephone or mobile phone) or (ii) Bank statement not more than 3 months old and must bear the name and address provided on the Application Form.

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