Offering Ciicular WELCOME BREAK FINANCE PLC E42,000,000 Class Al Secured Floating Rate Notes due 2007 f85,000,000 Class A2 Secured Floating Rate Notes due 2011 .E127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 f67,000,000 8.284 per cent. Class B Secured Notes due 2017 Issue Price: 100 per cent. Application has been made to the Luxembourg Stock Exchange to list the f42,000,000 Class Al Secured Floating Rate Notes due 2007 (the “Class Al Notes”), the f85,000,000 Class A2 Secured Floating Rate Notes due 2011 (the “Class A2 Notes”), the f127,000,000 7.95 per cent. Class A3 Secured Notes due 2015 (the “Class A3 Notes” and, together with the Class Al Notes and the Class A2 Notes, the “Class A Notes”) and the f67,000,000 8.284 per cent. Class B Secured Notes due 2017 (the “Class B Notes” and, together with the Class A Notes, the “Notes”) of Welcome Break Finance PLC (the “Issuer”). The Notes of each class will initially be represented by a temporary global note in bearer form (each a “Temporary Global Note”), without coupons or talons, which will be deposited with Bankers Trust Company as common depositary (the ‘Common Depositary”) for Morgan Guaranty Trust Company of New York, Brussels office as operator of the Euroclear System (“Euroclear”) and Cede1 Bank, societi anonyme (“Cede1 Bank”) on or about 12th August, 1997 (the “Closing Date”) (or such later date as may be agreed by the Issuer, the Co- Lead Managers (as defined below) and BT Trustees (Jersey)Limited (the “Note Trustee”)). Each Temporary Global Note will be exchangeable not earlier than 40 days after the Closing Date (the “Exchange Date”) (and upon certification of non-U.S. beneficial ownership) for interests in a permanent global note representing the Notes of the relevant class (each a “Permanent Global Note” and together with each Temporary Global Note, the “Global Notes”), each in bearer form, without coupons or talons, which will also be deposited with the Common Depositary. Save in certain limited circumstances, Notes in definitive form will not be issued in exchange for the Global Notes. Interest on the Notes is payable by reference to successiveinterest periods (each an “Interest Period”). Interest will be payable quarterly in arrear in pounds sterling on 1st March, 1st June, 1st September and 1st December in each year (subject, to adjustment for non-business days) (each an “Interest Payment Date”). The first Interest Period will commence on (and include) the Closing Date and (subject in the caseof the Class Al Notes and the Class A2 Notes, to adjustment as specified herein for non-business days) end on (but exclude) 1st December, 1997. In the case of the Class Al Notes and the Class A2 Notes each successiveInterest Period will commence on (and include) an Interest Payment Date and end on (but exclude) the next succeeding Interest Payment Date. In the case of the Class A3 Notes and the Class B Notes, each successive Interest Period will commence on (and include) 1st March, 1st June, 1st September and 1st December and end on (and include) 3 1st May, 3 1st August, 30th November and 28th February (or, in the caseof a leap year, 29th February), respectively. Interest on the Class Al Notes and the Class A2 Notes for each Interest Period will accrue on their Principal Amount Outstanding (as defined in Class A Condition 5(e)) at an annual rate equal to the sum of the London Interbank Offered Rate (“LIBOR”) for three month sterling deposits plus, in relation to the Class Al Notes, a margin of0.65 per cent. per annum and, in relation to the Class A2 Notes, a margin of0.85 per cent. per annum up to but excluding the Interest Payment Date falling in September 2007 and, thereafter, a margin of 2.0 per cent. per annum. Interest on the Class A3 Notes will accrue on their Principal Amount Outstanding (as defined in Class A Condition 5(e)) at an annual rate of 7.95 per cent. and interest on the Class B Notes will accrue on their Principal Amount Outstanding (as defined in Class B Condition 5(e)) at an annual rate of 8.284 per cent., subject as further described below. The Class Al Notes will mature on the Interest Payment Date falling in June 2007, the Class A2 Notes will mature on the Interest Payment Date falling in March 2011, the Class A3 Notes will mature on the Interest Payment Date falling in September 2015 and the Class B Notes will mature on the Interest Payment Date falling in September 2017, in each case unless previously redeemed. The Notes will be subject to mandatory partial redemption and/or optional redemption in whole or in part before such date in the specific circumstances, and subject to the conditions, described in the terms and conditions of the Notes of each class (the “Class A Conditions” and the “Class B Conditions”, respectively) set out below in “Description of the Notes” provided always that except in the specific circumstances described below under “Transaction stlmmaly information - Terms and Conditions of the Notes” the Issuer may not optionally redeem any of the Class A2 Notes if any Class Al Notes are outstanding, any of the Class A3 Notes if any Class A2 Notes are outstanding or any of the Class B Notes if any of the Class A3 Notes are outstanding. If soy withhohliug or deduction for or on account of tax is applicable to the Notes, payments of interest on, and principal and premium (ii any) of, the Notes will be made subject to such witbhohliug or deduction, without the Issuer being obliged to pay any additional amounts as a consequence. The Notes will be obligations of the Issuer only and will not be guaranteed by, or be the responsibility of, any other person. It should be noted, in particular, that the Notes will not be obligations 0s and will not be guaranteed by, the Note Trustee, the Security Trustee, the Managers, the Cap Provider, the Liquidity Facility Providers, the Liquidity Facility Agent, the Fronting Bat& the Revolving Facility Providers, the Ancillary Facilities provider, the Financial Adviser, the Ageut Barth (each as referred to herein), Welcome Break Holdings Limited (“the Parent”) or Welcome Break Group Limited (“WBGL”) or auy company in the same group of companies as, or afRliated to, the Pareut (other than the Issuer itself), but the gross issue proceeds of the Notes will be on-lent to, and secured over the assets and undertahing of, WRGL and its subsidiaries, all as further described below. It is expected that the Class A Notes will, when issued, be assigned an A rating by Duff & Phelps Credit Rating Co. (“DCR”) and by Standard&Poor’s Rating Services, a division ofthe McGraw Hill Companies, Inc. (“S&P” and, together with DCR, the “RatingAgencies”). It is expected that the Class B Notes will, when issued, be assigned a BBB rating by S&P and DCR. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, mspeusion or withdrawal at any time by the assigning rating organisation. Particular attention is drawn to the section herein entided “Special tktors”. Joint Lead Managers Bankers Trust International PLC Chase Manhattan International Limited Gx-LeadManager Barclays de Zoete Wedd Limited co-Mauagers NatWest Markets UBS Limited The date of this Offering Circular is 5th August, 1997. Shops and forecourt services R The MSA at Birchanger Green The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer accepts responsibility accordingly. No person is authorised in connection with the issue and sale of the Notes to give any information or to make any representation not contained in this document and, if given or made, any such information or representation not contained herein must not be relied upon as having been authorised by the Issuer, the directors of the Issuer, the Parent or any member of the WB Group (each as defined under “Business summary information” below) or the Managers (as defined in “Subscription and sale” below). Neither the delivery ofthis document nor any offer, sale, allotment or solicitation made in connection with the offering of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer or any other member of the WB Group or the information contained herein since the date hereof or that the information contained herein is correct at any time subsequent to the date hereof. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to any U.S. persons (as defined in “Subscription and sale” below). No action has been or will be taken to permit a public offering of the Notes or the distribution of this document in any jurisdiction. The distribution of this document and the offering of the Notes in certain jurisdictions may be restricted by law.