NOTTING HILL HOUSING TRUST (incorporated in England with limited liability under the Industrial and Provident Societies Act 1965 with registration number 16558R and registered with the Regulator under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with number L0035) £250,000,000 4.375 per cent. Secured Bonds due 2054 Issue price: 98.201 per cent. The £250,000,000 4.375 per cent. Secured Bonds due 2054 (the Bonds) are issued by Notting Hill Housing Trust (the Issuer). Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for the Bonds to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc (the London Stock Exchange) for the Bonds to be admitted to trading on the London Stock Exchange's regulated market. The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Interest on the Bonds is payable semi-annually in arrear on 20th February and 20th August in each year at the rate of 4.375 per cent. per annum, commencing on 20th August, 2014, as described in Condition 7 (Interest). The Issuer may, at its option, redeem all (or some only) of the Bonds at any time at the higher of their principal amount and an amount calculated by reference to the sum of (i) the yield on the relevant outstanding United Kingdom government benchmark conventional gilt having the nearest maturity date to that of the Bonds and (ii) 0.20 per cent., together with accrued interest. The Issuer may also, at its option, redeem all, but not some only, of the Bonds at any time at their principal amount plus accrued interest, in the event of certain tax changes as described in Condition 9.2 (Redemption for Taxation Reasons) and shall redeem all, but not some only, of the Bonds at their principal amount plus accrued interest, within 180 days in the event that the Issuer ceases to be a Registered Provider of Social Housing (as defined below) subject to and as described in Condition 9.4 (Mandatory Early Redemption). Unless previously redeemed the Bonds will be redeemed in full on 20th February, 2054 (the Maturity Date). The Notting Hill Housing Group (as defined below) has been assigned a credit rating of "A2" from Moody's Investors Service Limited (Moody's) and it is expected that the Bonds will be rated "A2" by Moody's. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. The Bonds will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The Bonds will initially be represented by a temporary global bond (the Temporary Global Bond), without interest coupons, which will be deposited on or about 20th February, 2014 (the Closing Date) with a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the Permanent Global Bond and, together with the Temporary Global Bond, the Global Bonds), without interest coupons, on or after 1st April, 2014 (the Exchange Date), upon certification as to non- U.S. beneficial ownership. Interests in the Permanent Global Bond will be exchangeable for definitive Bonds only in certain limited circumstances – see "Form of the Bonds and Summary of Provisions relating to the Bonds while in Global Form". An investment in the Bonds involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 12. Joint Bookrunners Barclays Lloyds Bank Santander Global Banking & Markets The date of this Offering Circular is 18th February, 2014 This Offering Circular comprises a prospectus for the purposes of section 85(2) of the FSMA. The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The figures referred to in the Valuation Report (as defined below) prepared by Jones Lang LaSalle Limited in the section entitled "Market Commentary" were obtained from the Land Registry and LSL Property Services plc and the figures in the Valuation Report prepared by Mazars Property Consultancy Limited in the section entitled "Valuation Assumptions" were obtained from the Nationwide House Price Index and the Homelet Rental Index. The Issuer confirms that such figures have been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by the Land Registry, LSL Property Services plc, the Nationwide House Price Index and the Homelet Rental Index no facts have been omitted which would render the reproduced figures inaccurate or misleading. Each of Jones Lang LaSalle Limited and Mazars Property Consultancy Limited (the Valuers) accepts responsibility for the information contained in the section "Valuation Reports" relating to the Valuation Report prepared by it and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Save for the Issuer and (in respect of the Valuation Reports) the Valuers, no other party has independently verified any information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Banco Santander, S.A., Barclays Bank PLC or Lloyds Bank plc (together, the Joint Bookrunners) or the Trustee as to the accuracy or completeness of the information contained in this Offering Circular or any other information provided by the Issuer in connection with the offering of the Bonds. Neither the Joint Bookrunners nor the Trustee accepts any liability in relation to the information contained in this Offering Circular or any other information provided by the Issuer in connection with the offering of the Bonds or their distribution. No person is or has been authorised by the Issuer or the Trustee to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the offering of the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Joint Bookrunners or the Trustee. To the fullest extent permitted by law neither the Joint Bookrunners nor the Trustee accepts any responsibility for the contents of this Offering Circular or for any other statement made or purported to be made by it or on its behalf in connection with the Issuer or the issue and offering of the Bonds. Each of the Joint Bookrunners and the Trustee accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. Neither this Offering Circular nor any other information supplied in connection with the Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Joint Bookrunners or the Trustee that any recipient of this Offering Circular or any other information supplied in connection with the Bonds should purchase any Bonds. Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Offering Circular nor any other information supplied in connection with the 2 offering of the Bonds constitutes an offer or invitation by or on behalf of the Issuer, the Joint Bookrunners or the Trustee to any person to subscribe for or to purchase any Bonds. Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Bonds shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Bonds is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Bookrunners and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Bonds or to advise any investor in the Bonds of any information coming to their attention. The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. For a further description of certain restrictions on the offering and sale of the Bonds and on distribution of this Offering Circular, see "Subscription and Sale" below.