LISTING CIRCULAR NOT FOR GENERAL CIRCULATION IN THE UNITED STATES New Look Secured Issuer plc New Look Senior Issuer plc £1,201,200,000 (equivalent) £700,000,000 6.5% Senior Secured Notes due 2022 €415,000,000 Floating Rate Senior Secured Notes due 2022 £200,000,000 8.0% Senior Notes due 2023 New Look Secured Issuer plc (the “Senior Secured Notes Issuer”) issued £700,000,000 aggregate principal amount of its 6.5% Sterling Fixed Rate Senior Secured Notes due 2022 (the “Sterling Fixed Rate Senior Secured Notes” or the “Fixed Rate Senior Secured Notes”) and €415,000,000 aggregate principal amount of its Floating Rate Senior Secured Notes due 2022 (the “Floating Rate Senior Secured Notes” and, together with the Fixed Rate Senior Secured Notes, the “Senior Secured Notes”). New Look Senior Issuer plc (the “Senior Notes Issuer” and, together with the Senior Secured Notes Issuer, the “Issuers”) issued £200,000,000 aggregate principal amount of its 8.0% Senior Notes due 2023 (the “Senior Notes” and, together with the Senior Secured Notes, the “Notes”). The Senior Secured Notes Issuer will pay interest on the Fixed Rate Senior Secured Notes semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2015. Prior to June 24, 2018, the Senior Secured Notes Issuer may redeem at its option all or a portion of each series of the Fixed Rate Senior Secured Notes by paying a “make-whole” premium. At any time on or after June 24, 2018, the Senior Secured Notes Issuer may redeem at its option all or part of the Fixed Rate Senior Secured Notes by paying a specified redemption price. In addition, prior to June 24, 2018, the Senior Secured Notes Issuer may redeem at its option no more than 40% of the aggregate principal amount of the Fixed Rate Senior Secured Notes with the net cash proceeds from certain equity offerings. The Senior Secured Notes Issuer will pay interest on the Floating Rate Senior Secured Notes quarterly in arrears on each March 15, June 15, September 15 and December 15 commencing on September 15, 2015. Prior to June 24, 2016, the Senior Secured Notes Issuer may redeem at its option all or a portion of the Floating Rate Senior Secured Notes by paying a “make-whole” premium. At any time on or after June 24, 2016, the Senior Secured Notes Issuer may redeem at its option all or part of the Floating Rate Senior Secured Notes by paying a specified redemption price. Upon certain events defined as constituting a change of control, the Senior Secured Notes Issuer may be required to make an offer to purchase the Senior Secured Notes. In the event of certain developments affecting taxation, the Senior Secured Notes Issuer may redeem all, but not less than all, of each series of the Senior Secured Notes. The Senior Notes Issuer will pay interest on the Senior Notes semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2015. Prior to June 24, 2018, the Senior Notes Issuer may redeem at its option all or a portion of the Senior Notes by paying a “make-whole” premium. At any time on or after June 24, 2018, the Senior Notes Issuer may redeem at its option all or part of the Senior Notes by paying a specified redemption price. In addition, prior to June 24, 2018, the Senior Notes Issuer may redeem at its option no more than 40% of the aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings. Upon certain events defined as constituting a change of control, the Senior Notes Issuer may be required to make an offer to purchase the Senior Notes. In the event of certain developments affecting taxation, the Senior Notes Issuer may redeem all, but not less than all, of the Senior Notes. Pending the consummation of the Acquisition, the Initial Purchasers (as defined herein) deposited the proceeds from the offering of the Senior Secured Notes, less certain deductions in respect of fees and expenses, into the Senior Secured Notes Escrow Accounts (as defined herein) and deposited proceeds from the offering of the Senior Notes, less certain deductions in respect of fees and expenses, into the Senior Notes Escrow Account (as defined herein). The Acquisition was consummated on June 25, 2015, and the proceeds were released from escrow on the same date. Each series of Senior Secured Notes are senior obligations of the Senior Secured Notes Issuer. Upon issuance, each series of Senior Secured Notes was secured by a charge over the Senior Secured Notes Escrow Accounts and is guaranteed (the “Senior Secured Notes Guarantees”) on a senior secured basis by New Look Finance Limited (the “Company”) and certain of its subsidiaries, including the Senior Notes Issuer (collectively, the “Senior Secured Notes Guarantors”). The Senior Notes are senior obligations of the Senior Notes Issuer. Upon issuance, the Senior Notes were secured by a charge over the Senior Notes Escrow Account and are guaranteed (the “Senior Notes Guarantees” and, together with the Senior Secured Notes Guarantees, the “Notes Guarantees”) on a senior subordinated basis by the Company and certain of its subsidiaries, including the Senior Secured Notes Issuer (collectively, the “Senior Notes Guarantors”). The Senior Secured Notes are secured by first priority security interests over substantially the same assets that secure the Revolving Credit Facility (as defined herein), subject to the operation of the Agreed Security Principles (as defined herein), and the Senior Notes are secured by senior subordinated security interests over substantially the same assets that secure the Senior Secured Notes, subject to the operation of the Agreed Security Principles. See “Summary—The Offering—Security.” This listing circular includes information on the terms of the Notes and the Notes Guarantees, including redemption and repurchase prices, security, covenants and transfer restrictions. The Notes are represented by global notes which were delivered through Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), on June 24, 2015. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange (the “Euro MTF”). This listing circular constitutes a Prospectus for the purposes of Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended, and may be used only for the purposes for which it has been published. Investing in the Notes involves risk. See “Risk Factors” beginning on page 35. Sterling Fixed Rate Senior Secured Notes Price: 100.00% plus accrued interest, if any, from the Issue Date Floating Rate Senior Secured Notes Price: 99.75% plus accrued interest, if any, from the Issue Date Senior Notes Price: 100.00% plus accrued interest, if any, from the Issue Date The Notes and the Notes Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the laws of any other jurisdiction. The Notes and the Notes Guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (“Rule 144A”) and to certain persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes and the Notes Guarantees may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, sellers may be relying on Regulation S under the U.S. Securities Act. See “Notice to Investors” and “Transfer Restrictions” for additional information about eligible offerees and transfer restrictions. Joint Global Coordinators and Bookrunning Managers Goldman Sachs International J.P. Morgan Nomura Joint Bookrunners Deutsche Bank HSBC Lloyds Bank The Royal Bank of Scotland The date of this listing circular is July 24, 2015 TABLE OF CONTENTS Page Summary .............................................................................. 1 Risk Factors ........................................................................... 35 Use of Proceeds ........................................................................ 68 Capitalisation .......................................................................... 69 Selected Historical Financial Data .......................................................... 70 Management’s Discussion and Analysis of Our Financial Condition and Results of Operations .......... 74 Industry ............................................................................... 105 Business .............................................................................. 111 Management ........................................................................... 143 Principal Shareholders ................................................................... 146 Related Party Transactions ................................................................ 147 Description of Other Indebtedness .......................................................... 148 Description of the Senior Secured Notes ..................................................... 176 Description of the Senior Notes ............................................................ 249 Taxation .............................................................................. 319 Certain Limitations on Validity and Enforceability