Prospectus February 2017 This document comprises a prospectus (the ‘‘Prospectus’’) relating to Xafinity plc (the ‘‘Company’’) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority of the UK (the ‘‘FCA’’ or the ‘‘Financial Conduct Authority’’) made under section 73A of the Financial Services and Markets Act 2000, as amended (‘‘FSMA’’). This Prospectus has been approved by the FCA in accordance with section 87A of FSMA and has been made available to the public in accordance with paragraph 3.2 of the Prospectus Rules. The Company and its Directors (whose names appear on page 25 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Application has been made to the FCA for all of the ordinary shares of £0.0005 each in the capital of the Company (the ‘‘Ordinary Shares’’), issued and to be issued, to be admitted to the premium listing segment of the Official List maintained by the FCA and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (‘‘Admission’’). No application has been, or is currently intended to be made for the Ordinary Shares to be admitted to listing or trading or any other stock exchange. It is expected that Admission will become effective, and that dealings will commence in the Ordinary Shares on the London Stock Exchange at 8.00 a.m. on 16 February 2017. Prospective investors should read the entire Prospectus and, in particular, the discussion of certain risks and other factors that should be considered in connection with an investment in the Ordinary Shares as set out in the section entitled ‘‘Risk Factors’’ on pages 14 to 22 of this Prospectus. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for investors who are knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. Xafinity plc (incorporated in England and Wales under the Companies Act 2006 with registered number 08279139) Offer of 92,310,897 Existing Shares and 36,896,244 New Shares, in each case at an Offer Price of 139 pence per Ordinary Share Admission of all Ordinary Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange Financial Adviser, Bookrunner and Sole Broker Sponsor and Financial Adviser Zeus Capital Deloitte Corporate Finance Issued ordinary share capital immediately following Admission Number Amount 136,896,244 £68,448.12 The Company is offering 36,896,244 new Ordinary Shares (the ‘‘New Shares’’) in the Offer so as to raise gross proceeds for the Company of £51.3 million. The Selling Shareholders are offering 92,310,897 existing Ordinary Shares (the ‘‘Existing Shares’’) so as to raise gross proceeds for the Selling Shareholders of £128.3 million. The Company will not receive any of the proceeds from the sale of the Existing Shares, all of which will be paid to the Selling Shareholders. The New Shares to be issued pursuant to the Offer will, following Admission, rank pari passu in all respects with each other and with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. This Prospectus does not constitute or form part of an offer to sell or issue, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular and subject to certain exceptions, is not for distribution or publication in or into the United States, Australia, Canada, Japan or South Africa. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’) or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in, within, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Ordinary Shares are being offered and sold outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from registration requirements in Regulation S (‘‘Regulation S’’) promulgated under the Securities Act. There will be no public offer of the Ordinary Shares in the United States. The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, the Ordinary Shares may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan or South Africa. There will be no public offer of securities in Australia, Canada, Japan or South Africa. Zeus Capital Limited (‘‘Zeus Capital’’) has been appointed as financial adviser, bookrunner and sole broker to the Company. Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Offer and Admission. Zeus Capital will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Zeus Capital or for providing any advice in relation to the Offer or Admission, the contents of this Prospectus or any transaction or arrangement referred to herein. Deloitte Corporate Finance, a division of Deloitte LLP (‘‘Deloitte’’) has been appointed as sponsor and financial adviser to the Company. Deloitte LLP is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities and is acting exclusively for the Company and no one else in connection with the Offer and Admission. Deloitte will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deloitte or for providing any advice in relation to the Offer or Admission, the contents of this Prospectus or any transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus Capital, Deloitte and the Selling Shareholders by FSMA or the regulatory regime established thereunder or by the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, each of Zeus Capital, Deloitte and the Selling Shareholders accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to, the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, 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. Zeus Capital, Deloitte and the Selling Shareholders accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus or any such statement. In connection with the Offer, Zeus Capital and any of its affiliates, acting as an investor for its or their own account(s), may subscribe for or acquire Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by Zeus Capital and any of its respective affiliates acting as an investor for its or their own account(s). Zeus Capital does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in connection with the Offer, Zeus Capital may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary Shares are used as collateral, which could result in Zeus Capital acquiring shareholdings in the Company. Zeus Capital and any of its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and the ii Selling Shareholders, for which they would have received customary fees.