HASTOE CAPITAL PLC (Incorporated in England and Wales with limited liability under the Companies Act 2006, registered number 7977629) £75,000,000 5.60 per cent. Secured Bonds due 2042 (to be consolidated and form a single series with the £125,000,000 5.60 per cent. Secured Bonds due 2042) Issue Price: 136.158 per cent. (plus 84 days' accrued interest in respect of the period from and including 27th September, 2018 to but excluding the Issue Date (as defined below) at a rate of 5.60 per cent. per annum) The £75,000,000 5.60 per cent. Secured Bonds due 2042 (the New Bonds) are issued by Hastoe Capital plc (the Issuer). The New Bonds have the same terms and conditions as, and will be consolidated and form a single series and rank pari passu with, the £125,000,000 5.60 per cent. Secured Bonds due 2042 (the Existing Bonds and, together with the New Bonds, the Bonds), of which £100,000,000 in principal amount of the Existing Bonds were issued by the Issuer on 27th March, 2012 and £25,000,000 in principal amount of the Existing Bonds were issued by the Issuer on 27th November, 2014. Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for the New 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 New 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 the Markets in Financial Instruments Directive 2014/65/EU (as amended, MiFID II). An investment in the New Bonds involves certain risks. For a discussion of these risks see "Risk Factors". £75,000,000 in principal amount of the New Bonds (the New Retained Bonds) will be immediately purchased by the Issuer on the Issue Date (as defined below). Subject as set out below, the net proceeds of a sale of the New Bonds to a third party will be advanced by the Issuer to Hastoe Housing Association Limited (the Borrower) pursuant to a bond loan agreement between the Borrower and the Issuer dated 27th March, 2012 (the Original Loan Agreement) as supplemented by the Supplemental Loan Agreement dated 27th November, 2014 (the First Supplemental Loan Agreement) and by a Second Supplemental Loan Agreement to be dated on or about 20th December, 2018 (the Issue Date) (the Second Supplemental Loan Agreement and, together with the First Supplemental Loan Agreement and the Original Loan Agreement, the Loan Agreement) to be applied in accordance with the Borrower's objects. The New Commitment (as defined in the Second Supplemental Loan Agreement) may be drawn in one or more drawings subject to the sale by the Issuer of New Retained Bonds, each in a principal amount up to an amount which corresponds to the Minimum Value of the NAB Charged Properties multiplied by the Issuer's Security Percentage (each as defined below) (in each case, as at the date of such drawing) less the principal amount of all previous drawings in respect of the Commitment. Subject to the sale of New Retained Bonds, any net sale proceeds from a sale by the Issuer of New Retained Bonds (less any Retained Bond Premium Amount (as defined below)) which have not otherwise been drawn by the Borrower shall be retained in a charged account (the Initial Cash Security Account) of the Issuer in accordance with the terms of the Account Agreement (and may be invested in Permitted Investments (as defined below)) (the New Retained Bond Retained Proceeds). The New Retained Bond Retained Proceeds shall be advanced to the Borrower at a later date pursuant to the Loan Agreement to the extent that Properties of a corresponding value have been charged as NAB Charged Properties and allocated as part of the Issuer's Apportioned Part. Interest on the New Bonds is payable semi-annually in arrear in equal instalments on 27th March and 27th September in each year at the rate of 5.60 per cent. per annum, commencing on 27th March, 2019, as described in Condition 7 (Interest). Payments of principal of, and interest on, the New Bonds will be made without withholding or deduction on account of United Kingdom taxes unless required by law. In the event that any such withholding or deduction is so required, the Issuer may opt to gross up payments due to the Bondholders in respect thereof as described in Condition 10 (Taxation). The Bonds may be redeemed at any time upon the prepayment by the Borrower of the loan (the Loan) in whole or in part in accordance with the terms of the Loan Agreement 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 gilt having the nearest maturity date to that of the Bonds and (ii) 0.20 per cent., together with accrued interest (or, in respect of a prepayment of the Loan following an event of default thereunder, at their principal amount, together with accrued interest). The Bonds will also be redeemed (a) at their principal amount, plus accrued interest, in the event of a mandatory prepayment of the Loan following the Borrower ceasing to be a Registered Provider of Social Housing (other than if the Borrower regains its status as a Registered Provider of Social Housing within 180 days) or the Loan becoming repayable as a result of a Borrower Default (as defined in the Loan Agreement) or (b) at their principal amount, plus accrued interest, in full in the event of any withholding or deduction on account of United Kingdom taxes being required and the Issuer not opting to pay (or if, having so opted to pay, the Issuer notifies the Bond Trustee (as defined below) of its intention to cease to pay) additional amounts in respect of such withholding or deduction. Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on 27th March, 2042 (the Maturity Date). The Borrower has been assigned a credit rating of "A3", and it is expected that the New Bonds will also be rated "A3", by Moody's Investors Service Limited (Moody's). These ratings may not reflect the potential impact of all risks related to the structure, market and other factors that may affect the value of the Bonds. As of the date of this Prospectus, Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. 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 organisation. The New Bonds will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The New Bonds will initially be represented by a temporary global bond (the Temporary Global Bond), without interest coupons, which will be deposited on or about the Issue Date with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (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 and the permanent global bonds representing the Existing Bonds, the Global Bonds), without interest coupons, on or after 29th January, 2019 (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 New Bonds and Summary of Provisions relating to the New Bonds while in Global Form". Arranger and Dealer TradeRisks Limited The date of this Prospectus is 18th December, 2018. 2 This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (as amended or superseded, the Prospectus Directive). This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. The Issuer accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Borrower accepts responsibility for the information contained in the section "Description of the Hastoe Group and the Borrower", the information relating to it contained in the section "Documents Incorporated by Reference", the information contained under the heading "Factors which may affect the Borrower's ability to fulfil its obligations under the Loan Agreement" in the section "Risk Factors" and the information relating to it under the headings of "Material or Significant Change" and "Litigation" in the section "General Information" 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.