PROSPECTUS This document comprises a prospectus (the “Prospectus”) prepared in accordance with the Prospectus Rules of the UK Financial Conduct Authority (“FCA”) made under section 73A of the Financial Services and Markets Act 2000 as amended (“FSMA”). The Prospectus has been approved by the FCA in accordance with section 87A of FSMA and made available to the public as required by Rule 3.2 of the Prospectus Rules. The Directors, whose names appear on page 46 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and this Prospectus does not omit anything likely to affect the importance of such information. Application will be made to the FCA for all of the Ordinary Shares of the Company to be admitted to the premium listing segment of the Official List maintained by the FCA and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s Main Market for listed securities. Conditional dealings in the Ordinary Shares are expected to commence at 08:00 a.m. on 28 March 2014. It is expected that admission to listing and trading will become effective, and that unconditional dealings will commence, at 08:00 a.m. on 2 April 2014. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a “when issued” basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange. Prospective Investors should read the entire Prospectus and, in particular, Part II (Risk Factors) for a discussion of certain factors that should be considered in connection with an investment in the Ordinary Shares. Prospective global investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in the Prospectus occur, Investors may find their investment materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for Investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. BRIT PLC (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 8821629) Offer of 100,000,000 Ordinary Shares at an Offer Price of 240 pence per Ordinary Share and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange Joint Global Coordinator, Joint Bookrunner and Sponsor Joint Global Coordinator and Joint Bookrunner J. P. Morgan Cazenove UBS Investment Bank Co-Lead Manager Co-Lead Manager Canaccord Genuity Limited Numis Securities Limited IMPORTANT NOTICE The distribution of this Prospectus and the offer, sale and/or issue of Ordinary Shares in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or the solicitation of an offer to buy or to subscribe for, Ordinary Shares to any person in any jurisdiction to whom or in which jurisdiction such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan. The Ordinary Shares have not been, and will not be, qualified for sale under any applicable securities laws of Australia, Canada or Japan. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and in accordance with applicable securities laws of any state or other jurisdiction of the United States. The Ordinary Shares are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the US Securities Act (“Rule 144A”)) in reliance on Rule 144A or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or (ii) outside the United States in offshore transactions in reliance on Regulation S under the US Securities Act (“Regulation S”). Prospective Investors in the United States are hereby notified that the Company may be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A. There will be no public offering in the United States. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission (the “SEC”), any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. The distribution of this Prospectus and the offer, sale and/or issue of Ordinary Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, its Directors, the Joint Global Coordinators or the Co-Lead Managers to permit a public offer of Ordinary Shares or possession or distribution of this Prospectus (or any other offering or publicity material or application form relating to the Ordinary Shares) in any jurisdiction, other than in the UK. Persons into whose possession this Prospectus comes are required by the Company, the Directors, the Joint Global Coordinators and the Co-Lead Managers to inform themselves about and to observe any such restrictions. This Prospectus does not constitute or form part of an offer to sell, or the solicitation of an offer to buy, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Each of J.P. Morgan Securities plc and UBS Limited is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the FCA and the PRA in the United Kingdom and is acting exclusively for the Company and for no other person in connection with the Offer and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Offer or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Securities plc and UBS Limited by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither J.P. Morgan Securities plc nor UBS Limited accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this Prospectus, including its accuracy or completeness, or for any other statement made or purported to be made by any of them, or on behalf of them, the Company or any other person in connection with the Company, the Ordinary Shares or the Offer and nothing contained in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Securities plc and UBS Limited accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. 1 By accepting this Prospectus you agree to be bound by the foregoing provisions, limitations and conditions and, in particular, you will be deemed to have represented, warranted and undertaken that: (i) you are a QIB (as defined in Rule 144A) or are not within the United States; (ii) if you are in any member state of the European Economic Area other than the United Kingdom, you are a “qualified investor” within the meaning of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in a relevant EEA Member State) (“Qualified Investors”) and/or a Qualified Investor acting on behalf of Qualified Investors, to the extent you are acting on behalf of persons or entities in the European Economic Area; (iii) you are an Investor that is eligible to receive this Prospectus, and in your jurisdiction, this offer of securities can lawfully be made without contravention of any unfulfilled registration or other legal requirements; (iv) you have read and agree to comply with the contents of this notice; and (v) you will not at any time have any discussion, correspondence or contact concerning the information given in this Prospectus with any of the directors or employees of the Company or its subsidiaries nor with any of its suppliers, or any governmental or regulatory body without the prior written consent of the Company. IF YOU HAVE GAINED ACCESS TO THIS PROSPECTUS CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, INCLUDING IF YOU ARE WITHIN THE UNITED STATES AND ARE NOT A “QIB” (AS DEFINED IN RULE 144A), OR HAVE OTHERWISE RECEIVED THIS PROSPECTUS IN ERROR, YOU MUST NOT CONTINUE READING THIS DOCUMENT, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE ORDINARY SHARES DESCRIBED IN THIS PROSPECTUS, AND YOU MUST DELETE OR DISCARD THIS PROSPECTUS IMMEDIATELY.