SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Some Elements are not required to be addressed which means there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

Section A – Introduction and warnings
Element	Disclosure requirement	Disclosure
A.1.	Warning	This summary should be read as an introduction to the Prospectus. Any decision to invest in securities should be based on consideration of this document as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2.	Subsequent resale or final placement of securities through financial intermediaries	Not applicable, the Company is not engaging any financial intermediaries for any resale or final placement of securities after publication of the Prospectus.
Section B – Issuers
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Element	Disclosure requirement	Disclosure
B.1.	Legal and commercial name	TOC Property Backed Lending Trust PLC.
B.2.	Domicile and legal form	The Company was incorporated in England and Wales on 27 September 2016 with registered number 10395804 as a public company limited by shares under the Companies Act. The principal legislation under which the Company operates is the Companies Act.
B.5.	Group description	The Company has no subsidiaries or subsidiary undertakings.

| B.6. | Major shareholders | As at 11 January 2017 (the latest practicable date prior to the publication of the Prospectus), insofar as is known to the Company, there are no parties who have a notifiable interest under English law in the Company's capital or voting rights.

On Initial Admission and following completion of the transfer of the Initial Portfolio, in so far as is known to the Company, the following persons will hold, directly or indirectly, three per cent. or more of the Ordinary Shares:

NameNo. of Ordinary SharesPercentage of issued ordinary share capital*
Mr. B Thompson 2,125,000 12.80%
Preston Transport Limited 1,700,000 10.24%
Mr. H and Mrs M Gibson 645,000 3.89%
Mr. AJ and Mrs A Beardsmore 500,000 3.01%
Mr. P and Mrs S Beecroft 500,000 3.01%
The Trustees of the William Young
Deceased Will Trust 500,000 3.01%

*Assuming 16,601,000 Ordinary Shares are issued pursuant to the Initial Issue.
All holders of Ordinary Shares have the same voting rights in respect of the share capital of the Company.

Pending the allotment of Ordinary Shares pursuant to the Initial Issue and the transfer of the Initial Portfolio, the Company is controlled by the Investment Adviser. The Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company. | |
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| B.7. | Key financial information | Not applicable. No key financial information as the Company is yet to commence operations. | |
| B.8. | Key pro forma financial information | Not applicable. No pro forma financial information. | |
| B.9. | Profit forecast | Not applicable. No profit forecast or estimate made. | |
| B.10. | Description of the nature of any qualifications in the audit report on the historical financial information | Not applicable. | |
| B.11. | Qualified working capital | Not applicable. The Company is of the opinion that the working capital available to it is sufficient for its present requirements, that is for at least the next twelve months from the date of this document. | |
| B.34. | Investment policy | Investment objective
The Company's investment objective is to provide Shareholders with a consistent and stable income and the potential for an attractive total return over the medium to long term while managing downside risk through: (i) a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK; and (ii) receiving, in many cases, the benefit of an associated profit share arrangement, usually obtained by acquiring (at nil cost) a minority equity stake in the relevant borrower project development vehicle (“Profit Shares”). | |

| | | Investment policy
The Company will seek to achieve its investment objective through: (i) a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK; and (ii) receiving, in many cases, the benefit of an associated Profit Share, usually obtained by acquiring (at nil cost) a minority equity stake in the relevant borrower project development vehicle.

The Company will attempt to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection.

The Company will make investments primarily through senior secured loans although other loans such as bridging loans, subordinated loans, selected loan financings and other debt instruments may be considered if appropriate.

The Company anticipates that the typical loan term will be between one and five years. The Company retains absolute discretion to make investments for either shorter or longer periods.

Loan to value
The Company will typically seek to originate debt where the effective loan to real estate value ratio of any investment is between 40 per cent. and 100 per cent. at the time of origination. The Company will typically seek to achieve a blended LTV across the Portfolio of no more than 75 per cent. (based on the initial valuations at the time of loan origination) once fully invested.

Sector
The Company's portfolio is intended to be appropriately diversified by sector and will be predominantly split between:
- regional residential housebuilding across the UK, with a preliminary focus on non-London based property;
- small to medium commercial property development across the UK primarily focusing on small serviced office space, hotel developments and wedding and conferencing venues; and
- direct sale and leaseback vehicles primarily operating in the professional sectors of dentists, accountants, solicitors and finance professionals.
Profit Shares
The Company anticipates that, for many of the fixed rate loans it will make, it will have the benefit of an associated profit share arrangement: usually obtained by acquiring (at nil cost) a minority equity stake in the relevant borrower project development vehicle. It is anticipated that each Profit Share will be with a particular borrowing team pursuant to which the Company will have a right of first refusal to provide the financing for that borrowing team's next five projects via the relevant borrower project development vehicle. The Directors (as advised by the Investment Adviser) anticipate that the Company will have the benefit of associated Profit Shares for approximately 80 per cent. of its future loan advances.

The Directors intend to negotiate Profit Shares on a developer-by-developer basis. The Company will have the benefit of suitable minority protection rights (e.g. reserved matters requiring shareholder approval and the ability to appoint director(s) to the boards of the project development vehicle) in order to protect its investment but neither the |
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	Company nor the Investment Adviser will be involved in the day-to-day operations of the project development vehicle or associated borrowing team.
	Given the time frame required to fully maximise the value of a Profit Share, the Board expects that the Company's interest in a Profit Share will be held for the medium to long term. The Company will only take the benefit of Profit Share investments where the underlying loans are consistent with the investment objective and investment policy of the Company, and following completion of satisfactory due diligence, irrespective of whether a Profit Share is available.
	The Initial Portfolio of 10 loans includes loans associated with 3 borrowers who have previously entered into profit sharing arrangements with the Investment Adviser. The Company will not have a right of first refusal on any further loans to such borrowers. However, Profit Share arrangements for future loans advanced by the Company to projects associated with those borrowers would accrue for the benefit of the Company and would not be retained by the Investment Adviser.
	Investment restrictions
	The Company will observe the following investment restrictions:
	• the Company will derive its income from a portfolio of not less than five loans;
	• no more than 50 per cent. of the Net Asset Value will be exposed to the regional residential housebuilding sector, calculated at the time of investment;
	• no more than 50 per cent. of the Net Asset Value will be exposed to the small to medium commercial property development sector, calculated at the time of investment;
	• no more than 30 per cent. of the Net Asset Value will be exposed to direct sale and leaseback vehicles, at the time of investment;
	• no more than 25 per cent. of the Net Asset Value will be exposed to subordinated loans, calculated at the time of investment and/or subsequent subordination;
	• no more than 10 per cent. of the Net Asset Value will be exposed to bridging loans, selected loan financings and other debt instruments, calculated at the time of investment;
	• no more than 5 per cent. of the Net Asset Value will be exposed to unsecured loans, calculated at the time of investment;
	• no single investment, or aggregate investments secured on a single property or group of properties or connected with related borrowers, will exceed 20 per cent. of the Net Asset Value, calculated at the time of investment;
	• no more than 25 per cent. of the Net Asset Value for the first six months after Initial Admission, and no more than 20 per cent. of the Net Asset Value thereafter will be exposed to any one borrower or related borrowers or developer or related developer entities calculated at the time of investment;
	• no more than 10 per cent. of the Net Asset Value will be exposed to any sector other than regional residential

| | | housebuilding, small to medium commercial property development and direct sale and leaseback vehicles; and
• the Company will not invest in other listed closed-ended investment companies.

Borrowing
The Company may use gearing if it believes it will enhance Shareholder returns over the longer term. If the Company does decide to introduce gearing it would intend to limit the Company's borrowings to a maximum of 30 per cent. of the Net Asset Value at the time of drawdown.

Cash management
The Company may from time-to-time have surplus cash. It is expected that any surplus cash will be temporarily invested in cash or cash equivalents, money market instruments, bonds, commercial paper or other debt obligations with banks or other counterparties having a single-A (or equivalent) or higher credit rating as determined by an internationally recognised rating agency or gilts or otherwise approved by the Board.

Use of derivatives and hedging
The Company may invest through derivatives for efficient portfolio management. In particular, the Company may engage in interest rate hedging or otherwise seek to mitigate the risk of interest rate increases as part of the Company's efficient portfolio management.

In the event of a breach of the investment policy set out above, the Investment Adviser shall inform the Directors upon becoming aware of the same and if the Directors consider the breach to be material, notification will be made to a Regulatory Information Service.

No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution. |
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| B.35. | Borrowing limits | The Company may use gearing if it believes it will enhance Shareholder returns over the longer term. If the Company does decide to introduce gearing it would intend to limit the Company's borrowings to a maximum of 30 per cent. of the Net Asset Value at the time of drawdown. |
| B.36. | Regulatory status | The Company will not be regulated as a collective investment scheme by the Financial Conduct Authority. However, from Initial Admission, it will be subject to, inter alia, the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR. |
| B.37. | Typical investor | An investment in the Shares is only suitable for institutional investors, professionally-advised private investors and highly knowledgeable investors who understand and are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment. |
| B.38. | Investment of 20 per cent. or more in a single underlying issuer or investment company | Not applicable. The Company will not invest 20 per cent. of Gross Asset Value or more in a single underlying issuer or investment company. |

B.39.	Investment of 40 per cent. or more in another collective investment undertaking	Not applicable. The Company will not invest 40 per cent. or more of Gross Asset Value in another collective investment undertaking.
B.40.	Applicant's service providers	AlFM
The Company has appointed R&H Fund Services (Jersey) Limited to act as the Company's alternative investment fund manager for the purposes of AIFMD pursuant to the AIFM Agreement and accordingly the AIFM is responsible for providing discretionary Group's portfolio management and risk management services to the Company, subject to the overall control and supervision of the Directors. The AIFM is entitled to receive fees from the Company of £15,000 per annum on total assets up to £100 million, or a fee from the Company of £20,000 per annum if total assets are over £100 million.

Investment Adviser
The AIFM has appointed the Investment Adviser to act as the Company's investment adviser pursuant to which the AIFM has delegated discretionary portfolio management services to the Investment Adviser, subject to the overall control and supervision of the Directors.

The Investment Adviser is entitled to receive from the Company an investment adviser fee which is calculated and paid quarterly in arrears at an annual rate of 0.25 per cent. per annum of the prevailing Net Asset Value (if less than £100 million) and 0.5 per cent. per annum of the prevailing Net Asset Value (if £100 million or more). The Investment Adviser has agreed (unless otherwise agreed by the Board) to waive its fee until the Net Asset Value is at least £50 million. Until the third anniversary of Initial Admission, the Investment Adviser shall: (i) if the prevailing market price per Ordinary Share is equal or higher than the prevailing Net Asset Value per Ordinary Share, use the investment adviser fee to subscribe for new Ordinary Shares at the prevailing market price; and (ii) if the prevailing market price per Ordinary Share is less than the prevailing Net Asset Value per Ordinary Share, use the investment adviser fee to acquire Ordinary Shares in the market. Such Ordinary Shares will be subject to a lock- up (with customary exceptions) until the third anniversary of Initial Admission. The Investment Adviser has also agreed to waive any dividend entitlement on such Ordinary Shares until the third anniversary of Initial Admission. In addition, the Investment Adviser may also charge in its capacity as arranger, facility agent and securities agent, and hold for its benefit, an arrangement fee of up to 2.5 per cent. of the cost of each investment made by the Company and up to 20 per cent. of the coupon charged to the relevant borrower. Such fees would be paid by the borrower and would not be charged to the Company. There are no performance fees payable.

Administrator and company secretary
R&H Fund Services Limited has been appointed as administrator and secretary to the Company pursuant to the Administration and Company Secretarial Agreement. In such capacity, the Administrator provides the day-to-day administration of the Company and is also responsible for the Company's general administrative and secretarial functions, such as the calculation and publication of the Net Asset Value and maintenance of the Company's accounting and statutory records. Under the terms of the Administration and Company Secretarial |

| | | Agreement, the Administrator is entitled to an administration fee equal to £60,000 per annum, with a variable fee of 0.075 per cent. per annum on total assets over £60 million (exclusive of VAT). This fee is calculated and payable quarterly in arrears.

Registrar
Computershare Investor Services PLC has been appointed as registrar to the Company pursuant to the Registrar Agreement. In such capacity, the Registrar will be responsible for the transfer and settlement of Shares held in certificated and uncertificated form. Under the terms of the Registrar Agreement, the Registrar is entitled to a fee calculated on the number of Shareholders and the number of transfers processed (exclusive of VAT). The Registrar is also entitled to reimbursement of all out of pocket costs, expenses and charges properly incurred on behalf of the Company. |
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| B.41. | Regulatory status of AIFM and Investment Adviser | AIFM
The AIFM is authorised and regulated by the Jersey Financial Services Commission.

Investment Adviser
The Investment Adviser is authorised and regulated by the FCA. |
| B.42. | Calculation of Net Asset Value | The Net Asset Value (and Net Asset Value per Share) will be calculated quarterly by the Administrator. Calculations will be made in accordance with IFRS or as otherwise determined by the Board.

Details of each quarterly valuation, and of any suspension in the making of such valuations, will be announced by the Company through a Regulatory Information Service as soon as practicable after the end of the relevant quarter. |
| B.43. | Cross liability | Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking. |
| B.44. | No financial statements have been made up | The Company has not commenced operations and no financial statements have been made up as at the date of this document. |
| B.45. | Group's portfolio | The Company has conditionally agreed to allot, in aggregate, 11,601,000 Consideration Shares at the Initial Issue Price to the Existing Investors in exchange for the assignment of the Initial Portfolio to the Company pursuant to the terms of the Initial Portfolio Transfer Agreements. Completion of the transfer of the Initial Portfolio is expected to take place on Initial Admission. As at 11 January 2017 (the latest practicable date prior to the publication of the Prospectus) the Initial Portfolio consists of 10 loans, as set out below, with a weighted annualised yield of 8.33 per cent. and an average life of approximately 1.56 years:

Borrower and project
Sector and description
Security type
Current facility drawn down (£)1)
Current valuation of1) security
Loan-to- value1)
Interest rate payable1)
% of gross assets of the Company at Initial Admission1)
Amount of facility being acquired by the Company at Initial Admission |
| | Paul & Carol Bracewell – Fernhill, Durham | Residential – Planning application for build and sale of 5 executive homes
Senior and subordinated |
| | Aguesta Ltd. – The Willows | Commercial – Refinance of facility taken to develop wedding and conference venue and allow for further development
£535,000
£548,000
107.00%
10.00%
2.92%
485,000 |
| | | £3,077,000
£6,250,000
49.23%
8.75%
15.71%
£2,608,000 |

	Borrower and project	Sector and description	Security type	Current facility drawn down (£)1)	Current valuation of2) security	Loan-to-value3)	Interest rate payable4)	% of gross assets of the Company at Initial Admission5)	Amount of facility being acquired by the Company at Initial Admission
	Robert Angus Hill – West Auckland	Residential – Support the construction of 108 new build homes	Senior	£3,650,000	£5,569,000	65.54%	12.50%	13.40%	£2,225,000
	Ben Budworth & Helen Robinson – Bylaugh Hall	Commercial – Refinancing of 5 buy to let facilities and additional development funding for development of main hall	Senior	£3,030,000	£3,760,000	80.59%	10.00%	11.78%	£1,955,000
	Pendower Hall Ltd. – Pendower Hall6)	Commercial – Purchase and full refurbishment of Grade II listed building into modern business centre and events venue	Senior	£1,942,500	£2,630,000	73.86%	12.50%	6.32%	£1,050,000
	Quartztec Europe Limited – Quartztec Europe2)	Commercial – Funding of business unit and rebranding of company	Senior	£1,293,000	£1,586,503	81.51%	10.00%	2.69%	£443,000
	Commerce Chambers Ltd. – Commerce Chambers6)	Commercial – Purchase and refurbishment of former NECC building to business centre and residential apartments	Senior	£1,890,000	£4,478,000	42.20%	10.00%	7.20%	£1,195,000
	Rare Earth Medium Ltd. – Medium6)	Residential – Purchase of land and development of 6 executive homes	Senior	£355,000	£1,200,000	29.58%	10.00%	2.14%	£355,000
	Watson & Son's (Holdings) Ltd. – Watson & Sons1)	Sale and Leaseback – Purchase of properties in the commercial and retail sector for refurbishment into sale and leaseback vehicles	Senior	£75,000	£250,000	30.00%	7.50%	0.45%	£75,000
	Thursby Homes Ltd. – Thursby Homes1)	Residential – Purchase and redevelopment of historic buildings into residential apartments and high grade office space	Senior	£1,797,000	£1,590,000	113.02%	10.00%	7.29%	£1,210,000
Total: £11,601,000
1) As at 11 January 2017 (the last practicable date prior to the publication of this document) and includes the proportion of the facility drawn down not being acquired by the Company on Initial Admission. Meeting further utilisation requests is at the discretion of the Investment Adviser.
2) The latest valuation of the security supporting the relevant facility in accordance with the Company's valuation policy.
3) Current facility drawn down divided by current valuation, taking into account any prior charges (if applicable).
4) Assuming gross assets of c.£16.6 million at Initial Admission.
5) Includes 20 per cent. which is payable to Tier One, as arranger, facility agent and security agent.
6) Investments in which the Stephen Black and Ian McElroy are the ultimate beneficiaries of the relevant borrower.
7) Investments in which Stephen Black and Ian McElroy are interested in 25.1 per cent. of the relevant borrowers by virtue of their indirect interests in the relevant profit share arrangements.
The Initial Portfolio has a blended LTV of c.65 per cent. Two loans for development projects in the Initial Portfolio (Fernhill, Durham and Thursby Homes) are currently in excess of 100 per cent. LTV principally due, as in common with development projects, to spend on initial preparatory work for these sites not immediately being reflected in their underlying valuations. The Directors anticipate that these LTVs will be below 100 per cent. in the short to medium term.

Element	Disclosure requirement	Disclosure
C.1.	Type and class of securities	The Company intends to issue up to 150 million Ordinary Shares and 150 million C Shares on a non-pre-emptive basis pursuant to the Share Issuance Programme. The Initial Issue comprises the issue of Ordinary Shares pursuant to the Initial Offer for Subscription. The Share Issuance Programme will not be underwritten.

The ISIN of the Ordinary Shares is GB00BD0ND667 and the SEDOL is BD0ND66. The ticker for the Ordinary Shares is PBLT. |
| C.2. | Currency | Sterling for the Ordinary Shares and the C Shares. |
| C.3. | Issued Shares | The Initial Issue comprises the issue of Ordinary Shares pursuant to the Initial Offer for Subscription. The actual number of Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Initial Gross Proceeds are not known as at the date of the Prospectus but will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission. The Company has received firm commitments in respect of 5 million Ordinary Shares pursuant to the Initial Issue.

The issued share capital of the Company as at the date of this document is one Ordinary Share and 50,000 Management Shares (which will be redeemed at par immediately following Initial Admission). The shares are fully paid up. |
| C.4. | Description of the rights attaching to the securities | The holders of Ordinary Shares shall be entitled to receive, and to participate in, any dividends declared in relation to the Ordinary Shares that they hold. On a winding-up or a return of capital by the Company, the net assets of the Company (after taking into account any net assets attributable to any C Shares in issue) attributable to the Ordinary Shares shall be divided pro rata among the holders of the Ordinary Shares. The Ordinary Shares shall carry the right to receive notice of, attend and vote at general meetings of the Company. The consent of the holders of Ordinary Shares will be required for the variation of any rights attached to the Ordinary Shares.

The holders of C Shares shall be entitled to receive, and to participate in, any dividends declared in relation to the C Shares that they hold. On a winding-up or a return of capital by the Company, the net assets of the Company attributable to the C Shares in issue shall be divided pro rata among the holders of the C Shares. The C Shares carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of C Shares will be the same as that applying to the holders of existing Ordinary Shares in issue as if the C Shares and those Ordinary Shares were a single class. The consent of the holders of C Shares will be required for the variation of any rights attached to the C Shares.

The Articles provide that the Directors are required to propose an ordinary resolution that the Company continue its business as presently constituted (the “Continuation Resolution”): (i) at the fifth annual general meeting of the Company; and (ii) at each third annual general meeting of the Company thereafter. If any Continuation Resolution is not passed, the Directors are required to put proposals for |

		the reconstruction, reorganisation or winding up of the Company to the Shareholders for their approval.
C.5.	Restrictions on the free transferability of the securities	Not applicable; there are no restrictions on the free transferability of the Ordinary Shares or C Shares, subject to compliance with applicable securities laws.
C.6.	Admission	Applications will be made to the UK Listing Authority for all of the Ordinary Shares issued and to be issued pursuant to the Initial Issue to be admitted to the Premium Listing segment of the Official List and for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. The Company has received firm commitments in respect of 5 million Ordinary Shares pursuant to the Initial Issue. It is expected that Initial Admission will become effective, and that dealings in the Ordinary Shares will commence, at 8.00 a.m. on 24 January 2017.

It is expected that any subsequent Admissions as a result of subsequent Tranches will become effective and dealings will commence between 24 January 2017 and 23 January 2018. All Ordinary Shares and/or C Shares to be issued pursuant to a subsequent Tranche under the Share Issuance Programme will be allotted conditional upon admission occurring. |
| C.7. | Dividend policy | The Company will, once the Net Issue Proceeds have been substantially invested, target an annualised net dividend yield of seven per cent. per annum, calculated by reference to the Initial Issue Price at Initial Admission. The Company will target a total return over the longer term of between eight per cent. and nine per cent. by reference to the Initial Issue Price at Initial Admission.

The Company intends to pay regular dividends on a quarterly basis with dividends declared on or around February, May, August and November in each year, save that the Company intends to declare its first dividend in or around May 2017. The Directors anticipate that the annualised net dividend yield for the period from Initial Admission to 30 November 2017 will be 0.69 per cent. by reference to the Initial Issue Price.

The Company intends to distribute at least 85 per cent. of its eligible income or such other percentage which may be prescribed by HMRC in accordance with Chapter 4 of Part 24 CTA 2010.

The annualised net dividend yield and total return targets are targets only and not profit forecasts. There can be no assurance that the targets can or will be met and this should not be taken as an indication of the Company's expected or future results. |
| C.22. | Information about the Ordinary Shares arising on Conversion | Following a Conversion of any future C Shares issued pursuant to the Share Issuance Programme, the investments which were attributable to the C Shares will be merged with the Company's existing portfolio of investments.

The new Ordinary Shares arising on Conversion of such C Shares will rank pari passu with the Ordinary Shares then in issue for dividends and distributions made or declared by reference to a record date falling after the relevant Calculation Date.

Please see the currency of the C Shares, the description of the C Shares and a confirmation that there are no restrictions on their transferability at C.2., C.4. and C.5. respectively. |

		The Ordinary Shares are in registered form and will be admitted to the Premium Listing segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. The C Shares are in registered form and, at the relevant time, an application will be made to the London Stock admitted to the Premium Listing segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. No application will be made for the Ordinary Shares arising on Conversion to be listed or dealt in on any other stock exchange or investment exchange.
Section D – Risks
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Element	Disclosure requirement	Disclosure
D.1.	Key information on the key risks that are specific to the Company or its industry	The Company is newly incorporated and has no operating history
The Company has no operating history and no historical financial statements or other meaningful operating or financial data upon which prospective investors may base an evaluation of the likely performance of the Company. An investment in the Company is therefore subject to all the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objective and that the value of an investment in the Company could decline substantially as a consequence. The past performance of the Initial Portfolio and/or other investments managed or advised by the Investment Adviser cannot be relied upon as an indicator of the future performance of the Company.

The Company may not meet its investment objective or target dividend yield
The Company's targeted returns are targets only and are based on estimates and assumptions about a variety of factors including, without limitation, purchase price, yield and performance of the Company's investments, which are inherently subject to significant business, economic and market uncertainties and contingencies, all of which are beyond the Company's control and which may adversely affect the Company's ability to achieve its targeted returns. Accordingly, the actual rate of return achieved may be materially lower than the targeted returns, or may result in a partial or total loss, which could have a material adverse effect on the Company's profitability, the Net Asset Value and the price of Ordinary Shares and, in due course, the C Shares.

Borrowers under the loans in which the Company invests may not fulfil their payment obligations in full, or at all, and/or may cause, or fail to rectify, other events of default under the loans
There are a variety of factors which could adversely affect the ability of counterparties to fulfil their payment obligations or which may cause other events of default. The Company may, in these circumstances, suffer from reduced income and therefore have a reduced ability to pay out dividends as well as be required to exercise any contractual rights of enforcement that it has against the borrower in order to attempt to recover its investment.

Risks of real estate loan non-performance
Real estate loans made by the Company may, after funding, become non-performing for a wide variety of reasons. Such non-performing real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, substantial |

irrecoverable costs, a substantial reduction in the interest rate, a substantial write-down of the principal of such loan and/or a substantial change in the terms, conditions and covenants with respect to such defaulted loan. However, even if a restructuring were successfully accomplished, there is risk that, upon maturity of such real estate loan, replacement "take-out" financing will not be available.

Market conditions

The Company's investment strategy relies in part upon local credit and real estate market conditions. No assurance can be given that current market conditions will continue to be conducive to senior debt investments in the real estate market, since this will depend, in part, upon events and factors outside the control of the Investment Adviser.

Repayments of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt

Upon maturity of a loan, the borrower may either sell the underlying asset to repay the loan or seek to refinance the loan with the Company or an alternative lender. It is not certain that refinancing options will be available to borrowers on maturity of any loan made by the Company and the sale of the underlying asset may not yield sufficient capital to repay the loan in full or may otherwise result in a delay to the receipt of proceeds. Both eventualities would reduce the investment return made on the loan by the Company.

Development loans involve an increased risk of loss

The Company may invest in loans for the development of property. If a borrower fails to complete the development of a project or provide the funding required of it, there could be adverse consequences associated with the loan. Changes to the development program or increased costs to the borrower may mean that the borrower is unable to meet its obligations as they fall due; the borrower becoming subject to some form of insolvency process; and abandonment by the borrower of the collateral for the loan.

The Company is vulnerable to risks related to non-controlling interests in the Profit Shares

The Company will hold non-controlling interests in the Profit Shares and, therefore, may have a limited ability to protect its position in such investments. This could materially adversely affect the Company's business, financial condition, results of operations and/or the market price of the Ordinary Shares and, in due course, the C Shares.

The Profit Shares will be difficult to value accurately, valuation methodologies are subject to significant subjectivity and there can be no assurance that the values of the Profit Shares reported will in fact be realised

| | | Potential conflicts of interest
The Investment Adviser and its affiliates may serve as investment manager or investment adviser to other clients and the Investment Adviser's organisational and ownership structure involves a number of relationships. The Investment Adviser and/or any of its affiliates may have conflicts of interest in allocating their time and activity between the Company and its other clients and in effecting transactions between the Company and such other clients. The Investment Adviser and/or any of its affiliates may be involved in other financial, investment and professional activities that may on occasion give rise to conflicts of interest with the Company, including the principals of the Investment Adviser being the ultimate beneficiaries of certain borrowers in the Initial Portfolio and pipeline and being interested in 25.1 per cent. of certain borrowers in the Initial Portfolio and pipeline by virtue of their indirect interests in the relevant Profit Shares. This may include the Investment Adviser or the directors, officers or employees of the Investment Adviser being directly or indirectly interested in any entity, project or asset that relates to an investment or any investment proposal. In such circumstances, the Investment Adviser will seek the written approval of all Directors who are independent of the Investment Adviser prior to making any such investment and as will be the case with all investments to be made by the Company undertake a fair market valuation of the investment. |
| --- | --- | --- |
| D.3. | Key information on the key risks that are specific to the Shares | Shares may trade at a discount to the Net Asset Value per Share and Shareholders may be unable to realise their investments through the secondary market at Net Asset Value per Share
The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back all or any of the amount invested. The market price of the Shares may fluctuate independently of their underlying Net Asset Value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Shares, market conditions and general investor sentiment. While the Directors may seek to mitigate any discount to Net Asset Value per Share through such discount management mechanisms as they consider appropriate, there can be no guarantee that they will do so or that such mechanisms will be successful. The market value of a Share may therefore trade at a discount to its Net Asset Value.

Further issues of Ordinary Shares and C Shares
The Directors have been authorised to issue up to 150 million Ordinary Shares and 150 million C Shares in aggregate until the annual general meeting of the Company to be held in 2020 pursuant to the Share Issuance Programme (including the Initial Issue) without the application of pre-emption rights. If the Directors decide to issue further Ordinary Shares and/or C Shares on a non-pre-emptive basis the proportions of the voting rights held by Ordinary Shareholders on Initial Admission will be diluted on the issue of such shares as each Ordinary Share and each C Share carries the right to one vote at a general meeting of the Company. The voting rights may be diluted further on conversion of any C Shares depending on the applicable conversion ratio. |

Section E – Offer
Element	Disclosure requirement	Disclosure
E.1.	Proceeds and expenses	The total net proceeds of the Share Issuance Programme will depend on the number of Ordinary Shares and/or C Shares issued throughout the Share Issuance Programme, the gross proceeds of each Tranche, and the aggregate costs and commissions for each Tranche. If 16,601,000 Ordinary Shares are issued pursuant to the Initial Issue, the Net Issue Proceeds are expected to be c.£16.0 million.
E.2.a.	Reason for offer and use of proceeds	The Share Issuance Programme (including the Initial Issue) is being undertaken in order to raise equity funds which will be invested in accordance with the Company's investment policy and to meet the costs and expenses of the Share Issuance Programme (including the Initial Issue), and the Company's purchase of the Initial Portfolio.
E.3.	Terms and conditions of the offer	The Company intends to issue up to 150 million Ordinary Shares and 150 million C Shares pursuant to the Share Issuance Programme. Shares will only be issued at times when the Company considers that suitable investments in accordance with the Company's investment policy will be capable of being secured.
Following the Initial Issue, the Share Issuance Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares and/or C Shares on appropriate occasions over a period of time. The Share Issuance Programme is intended to satisfy market demand for the Ordinary Shares and/or C Shares and to raise further money for investment in accordance with the Company's investment policy.
Subject to the requirements of the Listing Rules, the price at which each new Ordinary Share will be issued pursuant to the Share Issuance Programme will be calculated by reference to the latest published Net Asset Value per Ordinary Share. The price at which each new C Share will be issued pursuant to the Share Issuance Programme will be 100 pence.
The Issue Price of the Ordinary Shares to be issued under the Initial Issue is 100 pence per Ordinary Share. The Initial Issue is conditional, inter alia, on Initial Admission of the Ordinary Shares to be issued pursuant to the Initial Issue occurring by no later than 8.00 a.m. on 24 January 2017 (or such later date as finnCap, the Investment Adviser and the Company may agree, not being later than 8.00 a.m. on 28 February 2017).
E.4.	Material interests	Not applicable. No interest is material to the Share Issuance Programme.
E.5.	Name of person selling securities	No person or entity is offering to sell Ordinary Shares and/or C Shares as part of the Share Issuance Programme.
Each of the Existing Investors who will receive Ordinary Shares in exchange for the assignment of the Initial Portfolio to the Company on Initial Admission has agreed not to sell: (i) 100 per cent. of such Ordinary Shares for six months from Admission and; (ii) 50 per cent. of such Ordinary Shares for the following three months.
E.6.	Dilution	Not applicable.

E.7.	Estimated Expenses charged to the investor by the issuer	The Company will not charge investors. If 16,601,000 Ordinary Shares are issued pursuant to the Initial Issue, the Net Issue Proceeds are expected to be c.£16.0 million.

sterling 168576

THIS REGISTRATION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

This Registration Document, the Securities Note and the Summary together constitute a prospectus relating to TOC Property Backed Lending Trust PLC (the "Company") (the "Prospectus") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made pursuant to section 73A of FSMA. A copy of the Prospectus has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules. The Prospectus will be made available to the public in accordance with Rule 3.2 of the Prospectus Rules at www.tocpropertybackedlendingtrust.co.uk.

This Registration Document is valid for a period of up to 12 months following its publication and, save in circumstances where the Company is obliged to publish a supplementary prospectus, will not be updated. A future prospectus for any issuance of additional Shares may, for a period of up to 12 months from the date of the publication of this Registration Document, consist of this Registration Document, a Future Summary and Future Securities Note applicable to each issue and subject to a separate approval by the FCA on each issue. Persons receiving this Registration Document should read the Prospectus together as a whole and should be aware that any update in respect of a Future Summary and Future Securities Note may constitute a material change for the purposes of the Prospectus Rules.

The Company and the Directors, whose names appear on page 19 of this Registration Document, accept responsibility for the information contained in this Registration Document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Registration Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

TOC Property Backed Lending Trust PLC

(incorporated in England and Wales with registered number 10395804 and registered as an investment company under Section 833 of the Companies Act)

REGISTRATION DOCUMENT

Investment Adviser

Tier One Capital Limited

Sponsor and Financial Adviser

finnCap Ltd

Potential investors should read the whole of this Registration Document, together with the Securities Note and the Summary and, in particular, their attention is drawn to the risk factors set out on pages 3 to 13 of this Registration Document and those set out in the Securities Note.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in relation to the Share Issuance Programme, the Initial Issue and Initial Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap, nor for providing advice in connection with the Share Issuance Programme, the Initial Issue, Initial Admission, the contents of the Prospectus or any matters referred to in therein.

Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, finnCap does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this Registration Document, including its accuracy or completeness, 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 Shares, the Initial Issue, the Share Issuance Programme or Initial Admission and nothing contained in this Registration Document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. finnCap (together with its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Registration Document or any such statement.

The Shares to be issued pursuant to the Share Issuance Programme (including the Initial Issue) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities or regulatory authority of any state or other jurisdiction of the United States and the Shares to be issued pursuant to the Share Issuance Programme (including the Initial Issue) may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Shares in the United States. The Shares to be issued pursuant to the Share Issuance Programme (including the Initial Issue) are being offered or sold only (i) outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder; and (ii) pursuant to a private placement to persons located inside the United States or U.S. Persons that are "accredited investors" (as the term is used in Regulation D under the U.S. Securities Act) in reliance on the exemption from registration provided by Rule 506 of Regulation D under the U.S. Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

Copies of this Registration Document, the Securities Note and the Summary (along with any Future Securities Note and Future Summary) will be available on the Company's website (www.tocpropertybackedlendingtrust.co.uk) and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm.

Dated: 12 January 2017.

	Page
Risk Factors	3
Important Information	14
Directors and Advisers	19
Part 1 The Company	20
Part 2 The Initial Portfolio and Pipeline	29
Part 3 Investment Opportunity and Outlook	33
Part 4 The Directors, Investment Adviser, Strategy and Investment Process	35
Part 5 Taxation	46
Part 6 General Information	50
Part 7 Definitions	79

RISK FACTORS

Investment in the Company should not be regarded as short term in nature and involves a high degree of risk. Accordingly, investors should carefully consider all of the information set out in this Registration Document, the Securities Note and the Summary (along with any Future Securities Note and Future Summary) and the risks attaching to an investment in the Company.

The Directors believe the risks described below are the material risks relating to an investment in the Shares and the Company at the date of this Registration Document. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Registration Document, may also have an adverse effect on the performance of the Company and the value of the Shares. In addition, specific risk factors in respect of the Shares will be set out in the Summary and Securities Note or any Future Summary and Future Securities Note prepared in respect of this Registration Document.

RISKS RELATING TO THE COMPANY AND ITS INVESTMENT STRATEGY

The Company is newly incorporated and has no operating history

The Company was incorporated on 27 September 2016. The Company has no operating history and no historical financial statements or other meaningful operating or financial data upon which prospective investors may base an evaluation of the likely performance of the Company. An investment in the Company is therefore subject to all the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objective and that the value of an investment in the Company could decline substantially as a consequence. The past performance of the Initial Portfolio and/or other investments managed or advised by the Investment Adviser cannot be relied upon as an indicator of the future performance of the Company.

The Company may not meet its investment objective or target dividend yield

The Company's targeted returns set out in this Registration Document are targets only and are based on estimates and assumptions about a variety of factors including, without limitation, purchase price, yield and performance of the Company's investments, which are inherently subject to significant business, economic and market uncertainties and contingencies, all of which are beyond the Company's control and which may adversely affect the Company's ability to achieve its targeted returns. The Company may not be able to implement its investment objective and investment policy in a manner that generates returns in line with the targets. Furthermore, the targeted returns are based on the market conditions and the economic environment at the time of assessing the targeted returns, and are therefore subject to change. In particular, the targeted returns assume no material changes occur in government regulations or other policies, or in law and taxation, and that the Company is not affected by natural disasters, terrorism, social unrest or civil disturbances or the occurrence of risks described elsewhere in this Registration Document. There is no guarantee that actual (or any) returns can be achieved at or near the levels set out in this Registration Document. Accordingly, the actual rate of return achieved may be materially lower than the targeted returns, or may result in a partial or total loss, which could have a material adverse effect on the Company's profitability, the Net Asset Value and the price of Ordinary Shares and, in due course, the C Shares.

Investor returns will be dependent upon the performance of the Company's portfolio

Investors contemplating an investment in the Ordinary Shares and, in due course, the C Shares, should recognise that their market value can fluctuate and may not always reflect their underlying Net Asset Value per Share. Returns achieved are reliant upon the performance of the Company's portfolio. No assurance is given, express or implied, that Shareholders will receive back the amount of their investment in the Ordinary Shares or, in due course, the C Shares.

Investor returns will be dependent upon the Company successfully pursuing its investment policy. The success of the Company will depend on the Investment Adviser's ability to identify, agree terms, acquire and realise investments in accordance with the Company's investment policy and the future performance of the Initial Portfolio. This, in turn, will depend on the ability of the Investment Adviser to apply its investment processes in a way which is capable of identifying suitable loans for the Company to make and Profit Shares to enter. There can be no assurance that the Investment Adviser will be able

to do so or that the Company will be able to invest its assets on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.

The ability to invest the assets of the Company in appropriate investments may be constrained by lack of capacity in targeted investments, or in the market generally and/or the change in lending rates in the market generally. The growth of interest in, and demand for, investment in loans secured predominantly against land and property in the UK may result in greater competition in the market and may reduce the opportunities available to the Investment Adviser to invest the Company's assets. A reduction of the opportunities available to the Investment Adviser to invest the Company's assets may impair the ability of the Company to invest its assets on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.

Availability of appropriate investments

Following completion of the assignment of the Initial Portfolio to the Company in exchange for the allotment of, in aggregate, 11,601,000 Consideration Shares at the Initial Issue Price pursuant to the terms of the Offer and Lock Up Agreements, the Company will have no further investments or commitments to invest when it commences operations and there is no guarantee that sufficient investments will be made in a timely manner, or at all. In particular, there is no guarantee that the potential pipeline investments identified in Part 2 of this Registration Document will be made, or if they are, upon what terms.

In addition, and notwithstanding the anticipated existence of the Profit Shares (see paragraph 6.3 of Part 1 of this Registration Document for further information), the Company may become subject to competition in sourcing and making investments. Some of the Company's competitors may have greater financial, technical and marketing resources or a lower cost of capital and the Company may not be able to compete successfully for investments. Competition for investments may lead to the available interest coupon on investments decreasing, which may further limit the Company's ability to generate its desired returns.

Further, certain counterparties may be reluctant to secure funding from (or provide information to) companies with public disclosure obligations such as those to which the Company will be subject.

If the Investment Adviser is not able to source a sufficient number of suitable investments within a reasonable time frame whether by reason of lack of demand, competition or otherwise, a greater proportion of the Company's assets will be held in cash for longer than anticipated and the Company's ability to achieve its investment objective will be adversely affected.

It may take time to fully invest the net proceeds of the Share Issuance Programme

The Company cannot predict accurately how long it will take to deploy capital in such investments or at all. Timing will depend, among other things, on the availability of suitable investment opportunities, negotiations with counter-parties and investment structuring considerations. In addition, the opportunity to make a sufficient number of investments so as to implement the Company's investment objective is based upon, among other assumptions, the number and size of future investment opportunities being consistent with the Investment Adviser's recent historical experience. Until such time as the Company's assets are fully invested and drawn down, the assets of the Company will be held in cash or cash equivalents that will have materially lower returns than the target dividend yield of the Company.

The Company's estimated Net Asset Value may not reflect the fair market value of the Company's portfolio

Investments will be included in the Net Asset Value in accordance with the Company's valuation policy, as set out at paragraph 8 of Part 1 of this Registration Document. Although the Investment Adviser will monitor the investments on an ongoing basis and will review relevant information received (including periodic collateral and performance data) to determine if any impairment should be reported in the Net Asset Value, the Investment Adviser is not in a position to confirm the completeness, genuineness or accuracy of all such information and data.

As such it may take some time for the Investment Adviser to receive sufficient information to propose to the Board that it assign an impairment to the asset. Further, the amortised cost value of the investments may not be representative of their fair value. The fair value of loans can be influenced by

a revaluation of the relevant underlying property or credit events or market investment events which are not reflected in the amortised cost less impairment basis used in the Company's financial statements.

An estimate of the fair value of the loans and/or interest in its anticipated Profit Shares will be disclosed in the Company's annual report and accounts in accordance with IFRS. However, as valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, these may fluctuate over short periods of time and may be based on estimates. Determinations of fair value may differ materially from the values that would have resulted if a ready market in those investments had existed.

Consequently, the value at which investments in the Company's portfolio and/or interests in its anticipated Profit Shares can be liquidated may differ, sometimes significantly, from any interim valuations arrived at by the Company. The fair value will not constitute a guarantee of value and may not necessarily reflect the prices at which such assets could be, or could have been, purchased or sold at any given time, which may be subject to significant volatility and uncertainty and depend on various factors beyond the control of the Company and the Investment Adviser. There can therefore be no guarantee that the Company's investments could ultimately be realised at the Company's valuation of such investments.

The Company may experience fluctuations in its operating results

The Company may experience fluctuations in its operating results from period to period due to a number of factors, including changes in the values of investments made by the Company (including anticipated Profit Shares), changes in the amount of distributions, dividends or interest paid in respect of investments in the Company's portfolio, changes in the Company's operating expenses, variations in and the timing of the recognition of realised and unrealised gains or losses, the degree to which the Company encounters competition and general economic and market conditions. Such variability may lead to volatility in the market price of the Shares and, in due course, the C Shares and cause the Company's results for a particular period not to be indicative of its performance in a future period.

In the event of a default under a loan, the value of the Company's investment in a loan may exceed the value of recovery possible under the collateral or security arrangements that support the loan. If a default were to occur in relation to a loan in which the Company has invested, and the Company exercises its rights to enforce the collateral or security arrangements that support the loan, the value of recoveries under those arrangements may be smaller than the value of the Company's investment in the loan, (whether due to an adjustment in the valuation or due to external factors such as changes in the market for the assets to which the security or collateral relates, general economic conditions or otherwise). In addition, any default under a loan may also impact on the value of the Company's holding in any associated Profit Share. This may have a material adverse effect on the value of the Company's portfolio and, consequently, the Ordinary Shares.

Availability of borrowings and the gearing effect of borrowing can work against as well as for Shareholders.

The Company may use borrowing facilities in the future to pursue the Company's investment objective. It is not certain that such facilities will be available on acceptable terms or at all and/or if the Company will hedge its exposure to interest rate risk on acceptable terms or at all. Any amounts that are secured under a bank facility are likely to rank ahead of Shareholders' entitlements and accordingly should returns derived from the Company's investments not be sufficient to cover the costs and liabilities of such borrowings, on a liquidation of the Company, Shareholders may not recover their initial investment and in certain circumstances may lose their entire investment. The Company will at all times meet its objective of spreading investment risk; however, an inability to borrow at levels or on terms acceptable to the Board could require cash to be retained to fund future asset management initiatives and therefore could affect Shareholders' returns accordingly.

Whilst the use of borrowings should enhance the Net Asset Value per Share where the value of the Company's investments are rising, it will have the opposite effect where the value of the Company's investments are falling. In addition, in the event that income from the Company's investments falls (for example as a result of defaults by borrowers) the use of borrowings will increase the impact of such falls on the net revenue of the Company and this in turn will have an adverse effect on the Company's ability to pay dividends.

Borrowers under the loans in which the Company invests may not fulfil their payment obligations in full, or at all, and/or may cause, or fail to rectify, other events of default under the loans

There are a variety of factors which could adversely affect the ability of counterparties to fulfil their payment obligations or which may cause other events of default. These include changes in financial and other market conditions, trading performance, interest rates, government regulations or other policies, the worldwide economic environment, changes in law and taxation, natural disasters, terrorism, social unrest and civil disturbances.

The Company may, in these circumstances, suffer from reduced income and therefore have a reduced ability to pay out dividends as well as be required to exercise any contractual rights of enforcement that it has against the borrower in order to attempt to recover its investment. As such, there is no guarantee that the Company will be able to recover all or any of its investment made in a borrower who has defaulted under its loan. This may have a material adverse effect on the Net Asset Value and, consequently, the value of the Ordinary Shares.

The loans the Company makes may be syndicated and, in certain limited circumstances, the Company may not be the majority lender under such loans

The Company may be vulnerable, in certain circumstances, to risks related to not being a majority lender in one or more loans and, therefore, may have a limited ability to protect its position in such investment or investments. This could materially adversely affect the Company's business, financial condition, results of operations and/or the market price of the Ordinary Shares.

Risks of real estate loan non-performance

Real estate loans made by the Company may, after funding, become non-performing for a wide variety of reasons, including non-payment of principal or interest, as well as covenant violations by the borrower in respect of the underlying loan documents. Such non-performing real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, substantial irrecoverable costs, a substantial reduction in the interest rate, a substantial write-down of the principal of such loan and/or a substantial change in the terms, conditions and covenants with respect to such defaulted loan. However, even if a restructuring were successfully accomplished, there is risk that, upon maturity of such real estate loan, replacement "take-out" financing will not be available.

It is possible that the Company may find it necessary or desirable to foreclose on collateral securing one or more real estate loans made by the Company. The foreclosure process can be lengthy and expensive, which could have a material negative effect on the Company's anticipated return on the foreclosed loan. By way of example, it would not be unusual for any costs of enforcement to be paid out in full before the repayment of interest and principal. This could substantially reduce the Company's anticipated return on the foreclosed loan and may also impact on the value of the Company's holding in any associated Profit Share.

Borrowers often resist foreclosure actions through various means, even when the grounds for their resistance may have no basis in fact, in an effort to prolong the foreclosure action. In some cases, foreclosure actions can take up to several years to conclude. At any time during the foreclosure proceedings, the borrower may file for protection under bankruptcy or other similar law, which would have the effect of staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may disrupt ongoing leasing and management of the property. In addition, it is likely that any such economic downturn could adversely affect the ability of the participants of such loans to repay principal and interest thereon and increase the incidence of default for such loans.

The level of defaults in the Company's portfolio and the losses suffered on such defaults may increase in the event of adverse financial or credit market conditions. The liquidity in defaulted loans may also be limited, and to the extent that defaulted loans are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon, which would adversely affect the value of the Company's portfolio and, consequently, the Ordinary Shares.

The Company's investments are exposed to the performance of the underlying real estate market

The Company's investments will be secured primarily on UK residential and commercial real estate and land and, together with any associated Profit Share, are exposed to the performance of the underlying real estate market. Rental receipts from the subject properties will form one of the primary sources of interest payments by the borrower, impact the value of the property and ultimately determine the ability of the borrower to repay the loan at maturity either through "take-out" refinance or disposal and will also impact on the value of the Company's interest in any associated Profit Share.

General and local economic conditions and, in certain circumstances, the nature and financial condition of tenants occupying the underlying real estate will impact the ability of those tenants to continue to pay rent due under their leases and so will affect the borrower's ability to meet interest demands under the terms of the Company's loan and will also impact on the value of the Company's interest in any associated Profit Share.

Further, factors and risks will also influence the demand for a property, and therefore its value, such as energy and supply shortages, various uninsured and uninsurable risks, natural disasters, government regulations (such as rent control), changes in real property taxes, changes in interest rates and availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable, environmental liabilities, contingent liabilities on disposition of assets, terrorist attacks and war and other factors which are beyond the control of the Investment Adviser.

Adverse changes in any of these factors may have a negative impact on the value of collateral that supports loans and/or the ability of borrowers to fulfil their payment obligations and/or the value of the Company's interest in any associated Profit Share.

Property valuation is inherently subjective

Valuations of property and property-related assets are inherently subjective due to the individual nature of each property. As a result, valuations are subject to uncertainty and, in determining market value, valuers are required to make certain assumptions and such assumptions may prove to be inaccurate. This is particularly so in periods of volatility or when there is limited real estate transactional data against which property valuations can be benchmarked. There can also be no assurance that these valuations will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and annual rental income will prove to be attainable. If the market value of real estate assets underlying the Company's investments is found to be materially lower than that stated at the time of the Company's investment, this may adversely impact the Company's ability to recover the value of its investments in the event of a borrower default. This may materially and negatively impact the value of the Company's portfolio and, consequently, the Ordinary Shares.

Collateral property is a relatively illiquid asset

Investments in property are relatively illiquid and investors may be reluctant to purchase or sell property in the current market. The resulting lack of liquidity in real estate may, in the event of a borrower default and a foreclosure, inhibit the Company's ability to dispose of collateral property and/or interest in any associated Profit Share in a timely manner and any such disposal may be at a considerably lower price than prevailing indicative market prices.

Market conditions

More generally, the performance of the Company may be affected by general economic conditions to the extent that these impact the performance of investments held by the Company. Such conditions might include changes to interest rates, credit spreads, equity risk premium, corporate failure rates, prevailing property valuations, changes in laws or regulations and national and international political circumstances.

Absence of prepayment protection or early repayment by a borrower may affect the value of the Company's portfolio

Senior loans generally have maturities ranging from one to five years and, wherever possible, the Investment Adviser will seek to negotiate prepayment income protection or structure exit fees to deter early prepayment. Given that loans may be repaid early, the actual maturity of senior loans may be shorter than their stated final maturity calculated solely on the basis of the stated life and repayment schedule. Generally voluntary prepayments are permitted and the timing of prepayments cannot be predicted with any accuracy. The degree to which borrowers prepay senior loans, whether as a contractual requirement or at their election, may be affected by general business conditions, market interest rates, the borrower's financial condition and competitive conditions among lenders. If the Company has not contractually agreed prepayment protection with a borrower, such prepayment may result in a loss of income until such time as the capital is reinvested and therefore lower returns on the Company's portfolio and the Ordinary Shares. Furthermore, if the Company has contractually agreed prepayment protection with a borrower, the Company may not be able to replace a prepaid loan before the end of the prepayment protection period and such prepayment may therefore result in a subsequent loss of income and therefore lower returns on the Company's portfolio and the Ordinary Shares.

Prepayments may be prompted by increasing availability of senior debt from the capital markets and increased price competition amongst lenders, or as a result of an increase in the value of the secured properties making the subject properties a more financeable proposition to those lenders who are active at the relevant time.

The Company may invest in subordinated debt, which would rank behind senior debt tranches for repayment in the event that a borrower defaults

The Company may invest in junior debt. In circumstances where the Company's investment is a junior ranking one, it would be subordinated in right of payment and ranked junior to other obligations that are secured by the same asset or pool of assets. In the event of default by a borrower in relation to any such investment, the holders of the borrower's more senior obligations will have priority in terms of directing the enforcement of the underlying security and be entitled to payments in priority to the Company and the Company may not be repaid in full or at all, resulting in a capital loss.

Some investments may also have structural features that divert payments of interest and/or principal (temporarily or permanently) to more senior creditors secured by the same asset or pool of assets on the occurrence of certain events. This may lead to interruptions in the income stream that the Company expects to receive from its investment portfolio, which may lead to a reduction in the Company's income and dividend distributions to Shareholders and may also impact on the value of the Company's interest in any associated Profit Share.

The collateral and security arrangements under a loan in which the Company has invested may not have been properly created or perfected, or may be subject to other legal or regulatory restrictions

Whilst the Company will invest in senior secured loans, the collateral and security arrangements in relation to such loans will be subject to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements which may restrict the giving of collateral or security by a borrower under a loan, such as, for example, thin capitalisation, over-indebtedness, financial assistance and corporate benefit requirements. If the loans in which the Company invests do not benefit from the expected collateral or security arrangements this may affect the value of the investments made by the Company.

The due diligence process that the Investment Adviser plans to undertake in evaluating specific investment opportunities for the Company may not reveal all facts that may be relevant in connection with such investment opportunities and any corporate mismanagement, fraud or accounting irregularities may materially affect the integrity of the Investment Adviser's due diligence on investment opportunities

When conducting due diligence and making an assessment regarding an investment, the Investment Adviser will be required to rely on resources available to it, including internal sources of information as well as information provided by existing and potential borrowers, any equity sponsor(s), lenders and other independent sources. The due diligence process may at times be required to rely on limited or

incomplete information particularly with respect to newly established companies for which only limited information may be available.

In addition, the Investment Adviser will select investments for the Company in part on the basis of information and data relating to potential investments filed with various government regulators and information and data that is publicly available or made directly available to the Investment Adviser by such issuers or third parties. Although the Investment Adviser will seek to evaluate all such information and data and seek independent corroboration when it considers it appropriate and reasonably available, the Investment Adviser will not be in a position to confirm the completeness, genuineness or accuracy of all such information and data. The Investment Adviser is dependent upon the integrity of the management of the entities filing such information and of such third parties as well as the financial reporting process in general. In the event of corporate mismanagement, fraud and accounting irregularities on the part of borrowers and third parties, information and data which the Investment Adviser relies upon for the purposes of its investment analysis may be materially inaccurate which may result in material losses which will ultimately be borne by investors.

In addition, investment analyses and decisions by the Investment Adviser may be undertaken on an expedited basis in order to make it possible for the Company to take advantage of short-lived investment opportunities. In such cases, the available information at the time of an investment decision may be limited, inaccurate and/or incomplete. Furthermore, the Investment Adviser may not have sufficient time to evaluate fully such information even if it is available.

Accordingly, due to a number of factors, the Company cannot guarantee that the due diligence investigation it carries out with respect to any investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Any failure by the Company to identify relevant facts through the due diligence process may cause it to make inappropriate investment decisions, which may have a material adverse effect on the Company's business, financial condition, results of operations or the value of the Ordinary Shares.

The value of the investments made by the Company in loans may be affected by fraud or misrepresentation or omission

The value of the investments made by the Company in loans may be affected by fraud, misrepresentation or omission on the part of the borrower to which the loan relates, by parties related to the borrower or by other parties to the loan (or related collateral and security arrangements). Such fraud, misrepresentation or omission may adversely affect the value of the collateral underlying the loan in question or may adversely affect the Company's ability to enforce its contractual rights under the loan or for the borrower of the loan to repay the loan or interest on it or its other debts.

Repayments of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt

Development loans involve an increased risk of loss

These could include a deterioration in the value of the property securing the loan, especially if a development is part constructed and may be compounded if the borrower is unable to raise funds to complete it from other sources within a certain period of time.

Changes to the development program or increased costs to the borrower may mean that the borrower is unable to meet its obligations as they fall due; the borrower becoming subject to some form of insolvency process; and abandonment by the borrower of the collateral for the loan.

The Company is vulnerable to risks related to non-controlling interests in the Profit Shares

The Company will hold non-controlling interests in associated borrower joint venture vehicles as part of its Profit Share arrangements and, therefore, may have a limited ability to protect its position in such investments. This could materially adversely affect the Company's business, financial condition, results of operations and/or the market price of the Ordinary Shares and, in due course, the C Shares.

The Profit Shares will be difficult to value accurately, valuation methodologies are subject to significant subjectivity and there can be no assurance that the values of the Profit Shares reported will in fact be realised

While the valuations of the Profit Shares will be in compliance with IFRS on the basis of market value in accordance with the International Private Equity and Venture Capital Valuation Guidelines, they will be difficult to value accurately and will rely on information being provided to the Company from the joint venture vehicle. The value of the Profit Shares which can be liquidated may differ, sometimes significantly, from their valuations. It is unlikely that third party pricing information will be available for the Profit Shares held by the Company, in which case the Net Asset Value will be published based on estimated values and on the basis of the information available to the Company at the time. Further, such valuations cannot by their nature be exact and are liable to change. Such valuation estimates will be unaudited and may not be subject to independent verification or other due diligence. Moreover, valuations of the Profit Shares may not reflect the price at which such investments can be realised. The aggregate value of the Profit Shares may therefore fluctuate and, furthermore, there can be no assurance that the values of the Profit Shares reported by the Company from time to time will in fact be realised. This may materially adversely affect the market price of the Ordinary Shares and, in due course, the C Shares.

RISKS ASSOCIATED WITH THE INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS

Potential conflicts of interest

The Investment Adviser and its affiliates may serve as investment manager or investment adviser to other clients and the Investment Adviser's organisational and ownership structure involves a number of relationships. The Investment Adviser and/or any of its affiliates may have conflicts of interest in allocating their time and activity between the Company and its other clients and in effecting transactions between the Company and such other clients. The Investment Adviser and/or any of its affiliates may be involved in other financial, investment and professional activities that may on occasion give rise to conflicts of interest with the Company, including the principals of the Investment Adviser being the ultimate beneficiaries of certain borrowers in the Initial Portfolio and pipeline and being interested in 25.1 per cent. of certain borrowers in the Initial Portfolio and pipeline by virtue of their indirect interests in the relevant profit share arrangements (see paragraph 1 of Part 2 and paragraph 7 of Part 4 of this Registration Document for further details). This may include the Investment Adviser or the directors, officers or employees of the Investment Adviser being directly or indirectly interested in any entity, project or asset that relates to an investment or any investment proposal. In such circumstances, the Investment Adviser will seek the written approval of all Directors who are independent of the Investment Adviser prior to making any such investment and as will be the case with all investments to be made by the Company undertake a fair market valuation of the investment.

Please see paragraph 7 of Part 4 of this Registration Document for details on how the Investment Adviser will manage these potential conflicts of interest.

Reliance on the principals of the Investment Adviser, service providers and other third parties

The Company has no employees and the Directors have all been appointed on a non-executive basis. The Company must therefore rely upon the performance of third party service providers to perform its executive functions. In particular, the principals and other employees of the Investment Adviser, the AIFM, the Administrator and the Registrar and their respective delegates, if any, will perform services that are integral to the Company's operations and financial performance. Failure by the principals of the Investment Adviser and/or any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, to exercise due care and skill, or to perform its obligations to the Company at all as a result of insolvency, bankruptcy or other causes could have a material adverse effect on the Company's performance and returns to Shareholders. The principals of the Investment Adviser ceasing to be involved in the day-to-day advising of the Company and/or the termination of the Company's relationship with any third party service provider or any delay in

appointing a replacement for such service provider, could disrupt the business of the Company materially and could have a material adverse effect on the Company's performance and returns to holders of Shares.

Further, misconduct or misrepresentations by employees of the AIFM, the Investment Adviser or other third party service providers could cause significant losses to the Company.

Past performance is no indication of future results

The past performance of other investments managed or advised by the Investment Adviser or any of the Investment Adviser's investment professionals cannot be relied upon as an indicator of the future performance of the Company. Investor returns will be dependent upon the Company successfully pursuing its investment objective and investment policy. The success of the Company will depend, amongst other things, on the Investment Adviser's ability to identify, acquire and realise investments in accordance with the Company's investment objective and investment policy. This, in turn, will depend on the ability of the Investment Adviser to apply its investment analysis processes in a way which is capable of identifying suitable investments for the Company to invest in. There can be no assurance that the Investment Adviser will be able to do so or that the Company will be able to invest its capital on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.

The Investment Adviser may allocate some of its resources to activities in which the Company is not engaged, which could have a negative impact on the Company's ability to achieve its investment objective

The Investment Adviser is not required to commit all of its resources to the Company's affairs. Insofar as the Investment Adviser devotes resources to its responsibilities in relation to other business interests, its ability to devote resource and attention to the Company's affairs will be limited. This could adversely affect the Company's ability to achieve its investment objective, which could have a material adverse effect on the Company's profitability, Net Asset Value and Share price.

RISKS RELATING TO TAXATION AND REGULATION

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the Company's business, investments and performance

The Company is subject to laws and regulations enacted by European, national and local governments. In particular, the Company is subject to and will be required to comply with certain regulatory requirements that are applicable to listed closed-ended investment companies. In addition, the Company is subject to the continuing obligations imposed by the UK Listing Authority on all investment companies whose shares are listed on the Official List.

European regulation includes the proposed Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID") and the proposed Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ("MiFIR") (MiFID and MiFIR, together "MiFID II") which is currently timetabled to come into effect on 3 January 2018. If enacted as currently promulgated, shares in the Company (in common with all investment trusts) may be deemed to be a 'complex' investment (as defined in MiFID II), which may make it more difficult for private individual investors to buy shares in the Company in the secondary market.

Any change in the law and regulation affecting the Company may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its investment policy and on the value of the Company and/or the Shares. In such event, the investment returns of the Company may be materially adversely affected.

The European Directive on Alternative Investment Fund Managers may impair the ability of the Company to market Shares to EU investors

The Company is an EU alternative investment fund ("AIF") for the purposes of the AIFM Directive and related regimes in relevant EU member states. The marketing of shares in AIFs that are managed by a non-EU alternative investment fund manager ("AIFM") (such as the Company) to investors in EU

member states is prohibited unless certain conditions are met. The Company cannot guarantee that all of such conditions will be satisfied. In cases where the conditions are not satisfied, the ability of the Company to market Shares or raise further equity capital in the relevant EU member states may be limited or removed.

Any regulatory changes arising from implementation of the AIFM Directive (or otherwise) that limit the Company's ability to carry on its business or to market future issues of its Shares may materially adversely affect the Company's ability to carry out its investment policy successfully and to achieve its investment objective, which in turn may adversely affect the Company's business, business prospects and financial condition, and returns to Shareholders including NAV, dividend yield and/or the market price of the Shares.

Investment trust status

It is the intention of the Directors to apply to HMRC for, and to conduct the affairs of the Company so as to satisfy the conditions for, approval as an investment trust under Chapter 4 of Part 24 of the CTA 2010. A failure to obtain or maintain HMRC approval as an investment trust, including as a result of a change in tax law or practice could result in the Company not being able to benefit from the current exemption for investment trusts from UK tax on chargeable gains and could affect the Company's ability to provide returns to Shareholders. It is not possible to guarantee that the Company will remain non-close, which is a requirement to obtain and maintain status as an investment trust, as the Shares are freely transferable. The Company, in the unlikely event that it becomes aware that it is a close company, or otherwise fails to meet the criteria for approval as an investment trust company, will, as soon as reasonably practicable, notify Shareholders of this fact.

Base erosion and profit shifting

Base erosion and profit shifting ("BEPS") refers to the tax planning strategies of multinational corporations that exploit mismatches in national tax rules to shift artificially profits to low or no-tax locations, resulting in little or no overall corporate tax being paid. The Organisation for Economic Co-operation and Development ("OECD") and the G20 countries are currently attempting to implement a number of measures to address BEPS and published a final report on 5 October 2015 which sets out 15 actions to tackle BEPS. These include measures aimed at preventing treaty abuse, preventing the artificial avoidance of permanent establishment basis, strengthening controlled foreign company rules and neutralising the effects of hybrid mismatch arrangements. In addition, the OECD report includes a sizeable section on potential changes to interest deductibility rules. Implementation of the OECD's BEPS measures, in final form, will be at the discretion of individual countries and the UK Government announced plans to introduce legislation to implement the OECD's recommendations from 1 April 2017 as part of the 2016 Budget. While the Investment Adviser does not believe the Company is an intended target of the OECD's BEPS measures, being neither a multinational company nor involved in artificial arrangements, it is currently unclear what the implications will be for the Company or the sectors in which it will operate. There is therefore a risk that the OECD's BEPS measures could have an adverse effect on the value of the Company's investments and/or the results of its operations.

The Company has not registered and will not register as an investment company under the U.S. Investment Company Act

The Company will seek to qualify for an exemption from the definition of "investment company" under the U.S. Investment Company Act and will not register as an investment company in the United States under the U.S. Investment Company Act. The U.S. Investment Company Act provides certain protections to investors and imposes certain restrictions on registered investment companies, none of which are applicable to the Company or its investors.

The Company's assets could be deemed "plan assets" that are subject to the requirements of ERISA and/or section 4975 of the U.S. Code

The purchase of Shares by an employee benefit plan subject to ERISA, or Section 4975 of the U.S. Code or by any entity whose assets are treated as assets of any such plan, could result in the assets of the Company being considered plan assets for the purpose of ERISA, and/or section 4975 of the U.S. Code and regulations made thereunder. In such circumstances the Company, the Investment Adviser and also the fiduciaries of such an employee benefit plan could be liable for any ERISA violations by the Company or the Investment Adviser and for other adverse consequences under ERISA. Each

purchaser and transferee of Shares will be deemed to have represented by its purchase or receipt of the Shares, and throughout the period that it holds the Shares, that it is not an employee benefit plan subject to ERISA or Section 4975 of the U.S. Code or an entity whose assets are treated as assets of any such employee benefit plan. The Directors are also empowered by the Articles to require the Shareholders, which they consider may, because of their shareholding, result in the assets of the Company being considered plan assets, to transfer their Shares in order to reduce this risk materialising. See paragraph 6.5 of Part 6 of this Registration Document for further details.

U.S. tax legislation may in the future impose a withholding tax on certain payments received by the Company unless the Company reports certain information about its Shareholders to the IRS

The US-UK Agreement to Improve International Tax Compliance and to Implement FATCA (the "US-UK IGA") was entered into with the intention of enabling the UK implementation of the Foreign Account Tax Compliance Act provisions of the U.S. Hiring Incentives to Restore Employment Act ("FATCA"), which impose a new reporting regime and potentially a 30 per cent. withholding tax on certain payments made from (or attributable to) US sources or in respect of US assets to certain categories of recipient including a non-US financial institution (a "foreign financial institution" or "FFI") that does not comply with the terms of FATCA and is not otherwise exempt. Certain financial institutions ("reporting financial institutions") are required to provide certain information about their US accountholders to HMRC (which information will in turn be provided to the US tax authority) pursuant to UK regulations implementing the US-UK IGA. It is expected that the Company will constitute a reporting financial institution for these purposes. The Company will not, however generally need to report any information in respect of US Shareholders on the basis that the Shares are expected to be treated as being regularly traded on an established securities market and should not, therefore, constitute financial accounts for FATCA purposes for so long as the Shares are listed on the London Stock Exchange. It is the intention of the Company and the Investment Adviser to procure that the Company is treated as complying with the terms of FATCA by complying with the terms of the reporting system contemplated by the US-UK IGA. No assurance can, however, be provided that the Company will be able to comply with FATCA and, in the event that it is unable to do so, a 30 per cent. withholding tax may be imposed on payments the Company receives from (or which are attributable to) US sources or in respect of US assets, which may reduce the amounts available to the Company to make payments to Shareholders.

UK exit from the European Union

The result of the UK Government referendum on 23 June 2016 was that the UK should leave the EU ("Brexit"). Both Brexit, and the period leading up to Brexit, could have a significant impact on the Company. The extent of the impact will depend in part on the nature of the arrangements that are put in place between the UK and the EU following Brexit and the extent to which the UK continues to apply laws that are based on EU legislation. In addition, the macroeconomic effect of a Brexit, and the period leading up to Brexit, on the value of investments in the real estate sector and, by extension, the value of investments in the Company's portfolio is unknown. As such, it is not possible to state the impact that Brexit, and the period leading up to Brexit, will have on the Company and its investments. It could also potentially make it more difficult for the Company to raise capital in the EU and/or increase the regulatory compliance burden on the Company. This could restrict the Company's future activities and thereby negatively affect returns.

IMPORTANT INFORMATION

GENERAL

This Registration Document should be read in its entirety, along with the Summary and the Securities Note or any Future Summary and Future Securities Note, before making any application for Shares. In assessing an investment in the Company, investors should rely only on the information in this Registration Document (together with the Summary and the Securities Note or any Future Summary and Future Securities Note).

No broker, dealer or other person has been authorised by the Company to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Shares other than those contained in this Registration Document (together with the Summary and the Securities Note or any Future Summary and Future Securities Note) and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company.

Prospective investors should not treat the contents of this Registration Document as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (i) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Shares which they might encounter; and (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Shares. Prospective investors must rely upon their own legal advisers, accountants and other financial advisers as to legal, tax, investment or any other related matters concerning the Company and an investment in the Shares.

Statements made in this Registration Document are based on the law and practice in force in England and Wales as at the date of this Registration Document and are subject to changes therein.

This Registration Document should be read in its entirety before making any application for Shares. All Shareholders are entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of the Articles.

This Registration Document does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Registration Document and the offering of Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this Registration Document is received are required to inform themselves about and to observe such restrictions.

The Shares are being offered and issued outside the United States in reliance on Regulation S. The Shares have not been nor will they be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Company has not registered and will not register under the U.S. Investment Company Act. The Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the issue of the Shares or the accuracy or adequacy of this Registration Document. Any representation to the contrary is a criminal offence in the United States and the re-offer or resale of any of the Shares in the United States may constitute a violation of U.S. law.

DATA PROTECTION

The information that a prospective investor provides in relation to a subscription for Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual (to include, in each case, sensitive personal data) will be held and processed by the Company (and any third party in the United Kingdom to whom it may delegate certain administrative functions or other functions in relation to the Company or with the provision of the services) in compliance with the relevant data protection legislation and regulatory requirements of the United Kingdom. Each prospective investor and/or Shareholder acknowledges and consents that such

information will be held and processed by the Company (or any third party, functionary, or agent appointed by the Company, including the Registrar) for the following purposes:

providing the services to the prospective investor;
verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
contacting the prospective investor/ with information about other products and services provided by the Investment Adviser, or its affiliates which may be of interest to the prospective investor/Shareholder;
carrying out the business of the Company and the administering of interests in the Company in the UK or elsewhere;
meeting the legal, regulatory, reporting and/or financial obligations of the Company in the UK or elsewhere; and
disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Personal data may be retained on record for a period not exceeding six years after it is no longer used.

Each prospective investor acknowledges and consents that where appropriate it may be necessary for the Company (or any third party, functionary, or agent appointed by the Company, including the Registrar) to:

disclose personal data to third party service providers, affiliates, agents or functionaries appointed by the Company or its agents to provide services to prospective investors; and
transfer personal data outside of the EEA States to countries or territories which do not offer the same level of protection of personal data as the United Kingdom.

If the Company (or any third party, functionary or agent appointed by the Company, including the Registrar) discloses personal data to such a third party, functionary or agent, including the Registrar and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent, functionary or agent to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data.

Prospective investors are responsible for informing and obtaining any required consent of any third party individual to whom the personal data relates to the disclosure and use of such data in accordance with these provisions.

By becoming registered as a holder of Shares a person becomes a data subject (as defined in the Data Protection Act 1998) and is deemed to have consented to the processing by the Company or (or any third party, functionary, or agent appointed by the Company, including the Registrar) of any personal data relating to them in the manner described above.

PRESENTATION OF INFORMATION

Market, economic and industry data

Market, economic and industry data used throughout this Registration Document is sourced from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this Registration Document to “£” or “pence” are to the lawful currency of the UK and all references to “€” are to the lawful currency of the EU.

Definitions

A list of defined terms used in this Registration Document is set out at pages 79 to 83.

Governing law

Unless otherwise stated, statements made in this Registration Document are based on the law and practice currently in force in England and Wales and are subject to changes therein.

Investment considerations

The contents of this Registration Document are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:

the legal requirements within their own countries for the subscription for, purchase, holding, transfer or other disposal of Shares;
any foreign exchange restrictions applicable to the subscription for, purchase, holding, transfer or other disposal of Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the subscription for, purchase, holding, transfer or other disposal of Shares.

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment in Shares.

An investment in Shares should be regarded as a long term investment. There can be no assurance that the Company's investment objective will be achieved.

This Registration Document, the Securities Note and the Summary should be read in their entirety (along with any Future Securities Note and Future Summary) before making any investment in the Shares. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Memorandum and Articles, which investors should review.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

In relation to each Relevant Member State, no Shares have been offered or will be offered pursuant to the Share Issuance Programme to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that offers of Shares to the public may be made at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State:

to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined below), 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State; or
in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any Shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)I of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any offer of Shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and the

amendments thereto, including Directive 2010/73/EU) (the "2010 PD Amending Directive"), to the extent implemented in the Relevant Member State and includes any relevant implementing measure in each Relevant Member State.

In addition, Shares will only be offered to the extent that the Company: (i) is permitted to be marketed into the relevant EEA jurisdiction pursuant to either Article 36 or 42 of the AIFM Directive (if and as implemented into local law); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a professional investor).

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN GUERNSEY

The Shares may only be promoted in or from within the Bailiwick of Guernsey by persons regulated by the Guernsey Financial Services Commissions as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended). Persons appointed by the Company and not licensed may not promote the Company in Guernsey to private investors and may only distribute and circulate any document relating to the Shares in Guernsey to persons regulated as licensees under the Protections of Investors (Bailiwick of Guernsey) Law, 1987 as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000, and provided that the provisions of Section 29(1)(cc) of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) are satisfied. Promotion of the Shares may not be made in any other way.

The offer of Shares described in this Registration Document does not constitute an offer to the public in the Bailiwick of Guernsey for the purposes of the Prospectus Rules, 2008. This Registration Document is being circulated to a restricted group of persons in the Bailiwick of Guernsey. Only persons to whom this Registration Document has been directly communicated by the Company or its appointed agent may accept the offer contained herein. The consent or approval of the Guernsey Financial Services Commission is not required for the restricted circulation of this Registration Document within the Bailiwick of Guernsey.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN JERSEY

This Registration Document may be circulated in Jersey only by persons who are registered by the Jersey Financial Services Commission in accordance with the FSL for the conduct of financial services business and the distribution of this Registration Document, or are exempt from such registration in accordance with the FSL. In addition, this Registration Document may be circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom.

The Jersey Financial Services Commission is protected by the Financial Services (Jersey) Law 1998 against liability arising from the discharge of its functions under that Law.

The distribution of this Registration Document in other jurisdictions may be restricted by law and therefore persons into whose possession this Registration Document comes should inform themselves about and observe any such restrictions.

FORWARD-LOOKING STATEMENTS

This Registration Document contains forward looking statements, including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or similar expressions. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the Listing Rules.

Nothing in this Registration Document qualifies or should be deemed to qualify the working capital statement given in the Summary or the Securities Note (or any Future Summary or Future Securities Note).

NON-MAINSTREAM POOLED INVESTMENTS STATUS

As it is the intention of the Company to apply to HMRC for, and to conduct the affairs of the Company so as to satisfy the conditions for, approval as an investment trust under Chapter 4 of Part 24 of the CTA 2010, the Shares will be “excluded securities” under the FCA’s rules on nonmainstream pooled investments. Accordingly, the promotion of the Shares is not subject to the FCA’s restriction on the promotion of non-mainstream pooled investments.

FURTHER SHARE ISSUES

This Registration Document is valid for a period of up to 12 months following its publication. The Company may issue up to 150 million Ordinary Shares and 150 million C Shares in aggregate at any time within a period of up to 12 months from the date of this Registration Document in connection with the Share Issuance Programme (including the Initial Issue). The prospectus for any issuance of additional Shares may, for a period of up to 12 months from the date of the publication of this Registration Document, consist of this Registration Document which, save in circumstances where the Company is obliged to publish a supplementary prospectus, will not be updated and a Future Summary and Future Securities Note which will be applicable to each issue and subject to separate approval by the FCA on each issue. Persons receiving this Registration Document should read the Prospectus (or any future prospectus) together as a whole and should be aware that any update in respect of a Future Summary and Future Securities Note may constitute a material change for the purposes of the Prospectus Rules.

NO INCORPORATION OF WEBSITE INFORMATION

The contents of the Company’s website (www.tocpropertybackedlendingtrust.co.uk) does not form part of the Prospectus.

DIRECTORS AND ADVISERS

Directors
Stephen Coe (Independent non-executive chairman)
Stephen Black (Non-independent non-executive director)
Douglas Noble (Independent non-executive director)
Matt Harris (Independent non-executive director)

Registered office
Keel House
Garth Heads
Newcastle-upon-Tyne NE1 2JE
United Kingdom

AIFM
R&H Fund Services (Jersey) Limited
Ordnance House
31 Pier Road
St Helier
Jersey JE4 8PW

Investment Adviser
Tier One Capital Limited
Keel House
Garth Heads
Newcastle-upon-Tyne NE1 2JE
United Kingdom

Sponsor and Financial Adviser
finnCap Ltd
60 New Broad St
London EC2M 1JJ
United Kingdom

Solicitors to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
United Kingdom

Solicitors to the Sponsor and Financial Adviser
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
United Kingdom

Administrator and Secretary
R&H Fund Services Limited
20 Forth Street
Edinburgh EH1 3LH
United Kingdom

Auditors and Reporting Accountants
Moore Stephens LLP
150 Aldersgate Street
London EC1A 4AB
United Kingdom

Receiving Agent and Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

PART 1

THE COMPANY

INTRODUCTION

The Company is a closed-ended investment company incorporated in England and Wales on 27 September 2016 with company number 10395804. The Company intends to carry on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.

The Company's investment objective is to provide Shareholders with a consistent and stable income and the potential for an attractive total return over the medium to long term while managing downside risk through: (i) a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK; and (ii) receiving, in many cases, the benefit of an associated profit share arrangement, usually obtained by acquiring (at nil cost) a minority equity stake in the relevant borrower project development vehicle.

The Company has conditionally agreed to allot, in aggregate, 11,601,000 Consideration Shares at the Initial Issue Price to the Existing Investors in exchange for the novation of the Initial Portfolio to the Company pursuant to the terms of the Offer and Lock Up Agreements. Completion of the novation of the Initial Portfolio is expected to take place on Initial Admission, at which point the Company will acquire the loans which comprise the Initial Portfolio. The Initial Portfolio consists of 10 loans with, as at 10 January 2017 (the latest practicable date prior to the date of this document), a weighted average annualised yield of 8.33 per cent. and an average life of approximately 1.56 years.

The Company's investment adviser is Tier One Capital Limited. Tier One Capital was launched by former Barclays Wealth and Coutts & Co directors Stephen Black and Ian McElroy upon its authorisation by the FCA in early 2013. Both Stephen and Ian have extensive credit experience, much of which was gained in a difficult financial climate. While working as a private banker with Barclays Wealth in 2009, Stephen was promoted to Regional Credit Specialist in the North East. Ian has similarly dealt with credit lending during the course of his career. While working at Barclays Wealth as a vice president between 2005 and 2010, Ian managed a personal client book in excess of £80 million, a constituent part of which comprised credit. Tier One Capital has developed a direct lending offering that provides an opportunity which sits between conventional lending and the emerging peer-to-peer platform market. Tier One Capital uses its direct lending and credit expertise to source funds for borrowers, broker facility agreements and then offer continued support and guidance to borrowers through the lifespan of their loan.

INVESTMENT HIGHLIGHTS

The Directors believe that the Company has a number of competitive advantages, including:

sustainable yield target: the Company's sustainable annualised net dividend yield of seven per cent. per annum offers inflation protection to investors;
the Initial Portfolio: the Company will acquire the Initial Portfolio on Admission, which comprises 10 loans with, as at 10 January 2017 (the latest practicable date prior to the date of this document), a weighted average annualised yield of 8.33 per cent. and an average life of approximately 1.56 years;
access to investment opportunities: the Company has access to investment opportunities through the Investment Adviser's established industry contacts and extensive knowledge of the real estate sector and the Company will benefit from the right of first refusal contained in the Profit Share arrangements associated with loans the Company anticipates advancing to new borrowers (who are not borrowers in the Initial Portfolio);
expertise: the Company has considerable expertise in the investment management, direct lending and cash management industry through its relationship with the Investment Adviser;
deal flow origination: the Investment Adviser has a steady flow of deal opportunities from the real estate development and housebuilding sectors as well as the high net worth sector of the financial industry due to relationships built with private individuals over the last 15 years;

professional project monitoring team: the Company has access to a team of highly experienced credit and property experts to source, review and monitor deals due to its relationship with the Investment Adviser;
complementary equity positions: the Company, by virtue of the anticipated Profit Shares, will hold a 25.1 per cent. stake in many future financing projects in return for providing a regular source of funding to borrowers; and
alignment of the Investment Adviser: the Investment Adviser has agreed (unless otherwise agreed by the Board) to waive its fees until the prevailing Net Asset Value at least £50 million and, for three years from Initial Admission, has agreed to invest any fees it receives in Ordinary Shares at the prevailing market price and waive any dividend entitlement for such period.

3. INVESTMENT OBJECTIVE

4. INVESTMENT POLICY

The Company will seek to achieve its investment objective through: (i) a diversified portfolio of fixed rate loans predominantly secured over land and/or property in the UK; and (ii) receiving, in many cases, the benefit of an associated Profit Share, usually obtained by acquiring (at nil cost) a minority equity stake in the relevant borrower project development vehicle.

The Company will attempt to reduce downside risk by focusing on secured debt with both quality collateral and contractual protection.

The Company anticipates that the typical loan term will be between one and five years. The Company retains absolute discretion to make investments for either shorter or longer periods.

Loan to value

The Company will typically seek to originate debt where the effective loan to real estate value ratio of any investment is between 40 per cent. and 100 per cent. at the time of origination. The Company will typically seek to achieve a blended LTV across the Portfolio of no more than 75 per cent. (based on the initial valuations at the time of loan origination) once fully invested.

Sector

The Company's portfolio is intended to be appropriately diversified by sector and will be predominantly split between:

regional residential housebuilding across the UK, with a preliminary focus on non-London based property;
small to medium commercial property development across the UK primarily focusing on small serviced office space, hotel developments and wedding and conferencing venues; and
direct sale and leaseback vehicles primarily operating in the professional sectors of dentists, accountants, solicitors and finance professionals.

Profit Shares

in the relevant borrower project development vehicle. It is anticipated that each Profit Share will be with a particular borrowing team pursuant to which the Company will have a right of first refusal to provide the financing for that borrowing team's next five projects via the relevant borrower project development vehicle. The Directors (as advised by the Investment Adviser) anticipate that the Company will have the benefit of associated Profit Shares for approximately 80 per cent. of its future loan advances.

Given the time frame required to fully maximise the value of a Profit Share, the Board expects that the Company's interest in a Profit Share will be held for the medium to long term. The Company will only take the benefit of Profit Share investments where the underlying loans are consistent with the investment objective and investment policy of the Company, and following completion of satisfactory due diligence, irrespective of whether a Profit Share is available.

The Initial Portfolio of 10 loans includes loans associated with 3 borrowers who have previously entered into profit sharing arrangements with the Investment Adviser. The Company will not have a right of first refusal on any further loans to such borrowers. However, Profit Share arrangements for future loans advanced by the Company to projects associated with those borrowers would accrue for the benefit of the Company and would not be retained by the Investment Adviser.

Investment restrictions

The Company will observe the following investment restrictions:

the Company will derive its income from a portfolio of not less than five loans;
no more than 50 per cent. of the Net Asset Value will be exposed to the regional residential housebuilding sector, calculated at the time of investment;
no more than 50 per cent. of the Net Asset Value will be exposed to the small to medium commercial property development sector, calculated at the time of investment;
no more than 30 per cent. of the Net Asset Value will be exposed to direct sale and leaseback vehicles, at the time of investment;
no more than 25 per cent. of the Net Asset Value will be exposed to subordinated loans, calculated at the time of investment and/or subsequent subordination;
no more than 10 per cent. of the Net Asset Value will be exposed to bridging loans, selected loan financings and other debt instruments, calculated at the time of investment;
no more than 5 per cent. of the Net Asset Value will be exposed to unsecured loans, calculated at the time of investment;
no single investment, or aggregate investments secured on a single property or group of properties or connected with related borrowers, will exceed 20 per cent. of the Net Asset Value, calculated at the time of investment;
no more than 25 per cent. of the Net Asset Value for the first six months after Initial Admission, and no more than 20 per cent. of the Net Asset Value thereafter will be exposed to any one borrower or related borrowers or developer or related developer entities calculated at the time of investment;
no more than 10 per cent. of the Net Asset Value will be exposed to any sector other than regional residential housebuilding, small to medium commercial property development and direct sale and leaseback vehicles; and
the Company will not invest in other listed closed-ended investment companies.

Borrowing

The Company may use gearing if it believes it will enhance Shareholder returns over the longer term. If the Company does decide to introduce gearing it would intend to limit the Company's borrowings to a maximum of 30 per cent. of the Net Asset Value at the time of drawdown.

Cash management

The Company may from time- to-time have surplus cash. It is expected that any surplus cash will be temporarily invested in cash or cash equivalents, money market instruments, bonds, commercial paper or other debt obligations with banks or other counterparties having a single-A (or equivalent) or higher credit rating as determined by an internationally recognised rating agency or gilts or otherwise approved by the Board.

Use of derivatives and hedging

The Company may invest through derivatives for efficient portfolio management. In particular, the Company may engage in interest rate hedging or otherwise seek to mitigate the risk of interest rate increases as part of the Company's efficient portfolio management.

In the event of a breach of the investment policy or the investment restrictions set out above, the Investment Adviser shall inform the Directors upon becoming aware of the same and if the Directors consider the breach to be material, notification will be made to a Regulatory Information Service.

No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution.

5. TARGET RETURN AND DIVIDEND POLICY

The Company will, once the Net Issue Proceeds have been substantially invested, target an annualised net dividend yield of seven per cent. per annum, calculated by reference to the Initial Issue Price at Initial Admission. The Company will target a total return over the longer term of between eight per cent. and nine per cent. by reference to the Initial Issue Price.

The Company intends to distribute at least 85 per cent. of its eligible income or such other percentage which may be prescribed by HMRC in accordance with Chapter 4 of Part 24 CTA 2010.

6. THE INITIAL PORTFOLIO, PIPELINE AND PROFIT SHARES

6.1. The Initial Portfolio

The Company has conditionally agreed to allot, in aggregate, 11,601,000 Consideration Shares at the Initial Issue Price to the Existing Investors in exchange for the assignment of the Initial Portfolio to the Company pursuant to the terms of the Offer and Lock Up Agreements. Completion of the transfer of the Initial Portfolio is expected to take place on Initial Admission, at which point the Company will acquire the loans which comprise the Initial Portfolio.

The Initial Portfolio consists of 10 loans with, as at 10 January 2017 (the latest practicable date prior to the date of this document), a weighted average annualised yield of 8.33 per cent. and an average life of approximately 1.56 years. The Company will not benefit from any equity interest in any profit share arrangement in respect of the Initial Portfolio (with such contracts to continue to be held for the benefit of the Investment Adviser after the Initial Admission) but will continue to benefit from the pipeline opportunities they generate. Further details of the Initial Portfolio are set

out at paragraphs 1 and 2 of Part 2 of this Registration Document and further details of the Offer and Lock Up Agreements are set out at paragraph 8.1 of Part 6 of this Registration Document.

In order to mitigate the risk of the Existing Investors disposing of their Ordinary Shares in the secondary market following Initial Admission, such investors have also agreed, pursuant to the terms of their respective Offer and Lock Up Agreements, not to transfer, dispose of or grant any options over any of the Ordinary Shares held by them at Admission for 180 days from Admission and, in respect of 50 per cent. of such Ordinary Shares for a 90 days thereafter. The Offer and Lock Up Agreements contain exceptions customary for agreements of this nature including with the prior written approval of the Company and finnCap (which approval may be granted or declined at their absolute discretion). Further details of the Offer and Lock Up Agreements are set out at paragraph 8.1 of Part 6 of this document.

6.2. Pipeline

The Investment Adviser is currently engaged in various stages of negotiations on a potential portfolio of investments in the UK that meet the Company's investment objective and policy as set out in paragraph 3 of Part 2 of this Registration Document. The pipeline of potential investments totals approximately £90 million. The Investment Adviser estimates that (provided the Initial Net Proceeds do not exceed £100 million) the Initial Net Proceeds will be substantially invested within three to six months of Initial Admission, and that the Company will remain substantially or fully invested thereafter.

Completion by the Company in any of these investments is subject, among other things, to the Investment Adviser completing satisfactory due diligence and documentation and the Company having sufficient cash resources available. Any such loans will also be subject to agreement having been reached between the Company, the Investment Adviser and the relevant counterparty as to the terms of such loans.

There can be no assurance that any of these pipeline opportunities will be completed or will be purchased or funded by the Company. The Company will, in any event, continue to evaluate other potential acquisitions in accordance with its investment policy.

6.3. Profit Shares

The Company anticipates that, for many of the fixed rate loans it will make, it will have the benefit of an associated profit share arrangement: usually obtained by acquiring (at nil cost) a minority equity stake in the relevant borrower project development vehicle. It is anticipated that each Profit Share will be with a particular borrowing team pursuant to which the Company will have a right of first refusal to provide the financing for that borrowing team's next five projects via the relevant borrower project development vehicle. The Directors (as advised by the Investment Adviser) anticipate that the Company will have the benefit of associated Profit Shares for approximately 80 per cent. of its future loan advances.

The Profit Share will allow the Company to benefit from any potential increase in value of the project development vehicle over the life of the five projects, in addition to the interest returns received from the loans the Company makes to the vehicle. The Profit Shares are attractive to the borrowing teams as they provide them with greater certainty of funds for future projects and access to the Investment Adviser's financial expertise.

All profit share arrangements entered into prior to Initial Admission will be held by and will remain with the Investment Adviser. Following Initial Admission, all Profit Shares linked to new borrowers and new projects associated with borrowers within the current portfolio will be held by and for the benefit of the Company.

7. BACKGROUND TO, AND REASONS FOR, THE INITIAL ADMISSION AND SHARE ISSUANCE PROGRAMME

The Directors believe that the Initial Admission has the following principal benefits for Shareholders:

tax efficiency: existing direct lending holdings are not currently permitted to be held in any standard UK tax efficient wrappers. By launching an investment trust, and converting existing loan agreements into shares, investors can now access their returns in a more tax efficient manner. See Part 5 of this Registration Document for further details;
Profit Shares: Shareholders will be able to participate in any gain from future Profit Shares; and
evolution of the Investment Adviser's direct lending proposition: the Investment Adviser has seen demand for the direct lending element of its platform grow rapidly. The Directors (as advised by the Investment Adviser) believe that the Company will streamline all parts of the direct lending process, including administration and monitoring and will provide greater certainty to borrowers and lenders for pipeline projects and enable the direct lending portfolio to grow more quickly.

The Directors believe that the Share Issuance Programme has the following principal benefits for Shareholders:

the net proceeds of the Share Issuance Programme will be used to invest in assets which will enable the Company to grow the Initial Portfolio thereby adding further diversification to its assets;
it allows the Company to tailor future equity issuance to its immediate pipeline, providing flexibility and minimising cash drag;
it enables the Company to raise additional capital quickly, in order to take advantage of discrete pipeline investment opportunities;
the option to issue C Shares will avoid dilution of existing holdings until at least 85 per cent. of the proceeds of any C Share issue are deployed; existing holders would therefore not be participating in a portfolio containing a substantial amount of un-invested cash before the conversion of any C Shares in issue;
an increase in the size of the Company following Initial Admission is expected to improve liquidity of the Ordinary Shares. This should enhance the marketability of the Company and should result in a broader investor base over the longer term; and
an increase in the size of the Company following Initial Admission will mean that the fixed costs of operating the Company are spread over a larger asset base, thereby reducing the Company's on-going charges per Share.

It is intended that, following Initial Admission, all new Ordinary Shares under the Share Issuance Programme will be issued at the Net Asset Value per Ordinary Share prevailing at the time of issue or at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue, after related costs have been deducted, and at 100 pence per C Share for any issue of C Shares.

VALUATION

8.1. Fixed rate loans

The valuation of the Company's investments in fixed rate loans will be in compliance with IFRS. Loans are valued at the initial principal advanced inclusive of any fees paid to third parties. Thereafter, all loans are valued at this amount less cumulative amortisation calculated using the Effective Interest Rate ("EIR") method. The EIR method spreads the expected net income from a loan over its expected life. The EIR is that rate of interest which, at inception, exactly discounts the future cash payments and receipts from the loan to the initial carrying amount.

It is expected that each of the Company's investments in fixed rate loans will have quarterly independent valuations (either desk top or physical inspection depending on the circumstances, with at least one physical inspection per annum).

8.2. Profit Shares

The valuation of the Group's investments in Profit Shares will be in compliance with IFRS on the basis of market value in accordance with the International Private Equity and Venture Capital Valuation Guidelines. As such investments are relatively long term in nature and the profits associated with each project will not be known until each such project is completed, it is anticipated that the value of the Profit Shares will be nominal until investments are realised.

CALCULATION OF NET ASSET VALUE

The Net Asset Value (and Net Asset Value per Ordinary Share and, if applicable, the Net Asset Value per C Share) will be calculated quarterly by the Administrator. Calculations will be made in accordance with IFRS or as otherwise determined by the Board.

The calculation of the Net Asset Value will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained or in other circumstances (such as a systems failure of the Administrator) which prevents the Company from making such calculations. Details of any suspension in making such calculations will be announced through a Regulatory Information Service as soon as practicable after any such suspension occurs.

REPORTS, ACCOUNTS AND MEETINGS

The audited accounts of the Company will be prepared in Sterling under IFRS. The Company's annual report and accounts will be prepared up to 30 November each year. It is expected that copies of the report and accounts will be sent to Shareholders by the end of March each year. The Company will also publish an unaudited half-yearly report covering the six months to 31 May each year. The first financial report and accounts that will be published will be the half yearly report for the period ending on 31 March 2017 (covering the period from incorporation of the Company). The financial report and accounts and unaudited half-yearly report once published, together with a fact sheet, will be available for inspection at the Company's registered office and on the Company's website (www.tocpropertybackedlending trust.co.uk). The financial reports and accounts and unaudited half-yearly reports will be sent to Shareholders.

The Company will hold its first annual general meeting before 31 March 2018 and thereafter will hold an annual general meeting before 31 March each year.

PREMIUM MANAGEMENT AND DISCOUNT CONTROL

The Board has the discretion to seek to manage, on an ongoing basis, the premium or discount at which the Ordinary Shares may trade to their Net Asset Value through further issues and buy-backs, as appropriate.

11.1. Premium management

The Directors have authority to issue up to 150 million Ordinary Shares and 150 million C Shares pursuant to the Share Issuance Programme (including the Initial Issue) on a non-pre-emptive basis. Such authority will expire at the conclusion of the Company's annual general meeting to be held in 2020.

Shares may be issued without the publication of a prospectus in accordance with exemptions set out in the Prospectus Rules, which currently allow for the issue of shares representing, over a period of 12 months, less than ten per cent. of the number of shares of the same class already admitted to trading on the same regulated market, provided that such issue is not made by way of an offer of the Company's securities to the public.

Investors should note that the issuance of new Ordinary Shares and/or C Shares is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of new Ordinary Shares and/or C Shares that may be issued.

No Ordinary Shares will be issued at a price less than the prevailing published Net Asset Value per existing Ordinary Share at the time of their issue without prior Shareholder approval.

11.2. Discount control

The Directors will consider repurchasing Ordinary Shares in the market if they believe it to be in Shareholders' interests as a whole and as a means of correcting any imbalance between supply of and demand for the Ordinary Shares.

A special resolution has been passed granting the Directors authority to repurchase up to 14.99 per cent. of the Company's issued share capital immediately following Initial Admission during the period expiring on the conclusion of the earlier of the Company's first annual general meeting and 31 May 2018. Renewal of this buy-back authority will be sought at each annual general meeting of the Company.

The Directors will only make such repurchases through the market at prices (after allowing for costs) below the relevant prevailing Net Asset Value per Ordinary Share under the guidelines established from time-to-time by the Board. Purchases of Ordinary Shares may be made only in accordance with the Companies Act and the Disclosure Guidance and Transparency Rules. Under the current Listing Rules, the maximum price that may be paid by the Company on the repurchase of any Ordinary Shares pursuant to a general authority is 105 per cent. of the average of the middle market quotations for the Ordinary Shares for the five business days immediately preceding the date of purchase or, if higher, that stipulated by Article 5(6) of MAR.

Shareholders should note that the purchase of Ordinary Shares by the Company is at the absolute discretion of the Directors and is subject to the working capital requirements of the Company and the amount of cash available to the Company to fund such purchases. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions.

11.3. Treasury shares

Any Ordinary Shares repurchased pursuant to the general authority referred to above may be held in treasury. The Companies Act allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. These shares may be subsequently cancelled or sold for cash. This would give the Company the ability to reissue Ordinary Shares quickly and cost efficiently, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base.

Unless authorised by Shareholders, no Ordinary Shares will be sold from treasury at a price less than the Net Asset Value per Ordinary Share at the time of the sale unless they are first offered pro-rata to existing Shareholders.

12. CONTINUATION RESOLUTION

The Articles provide that the Directors are required to propose an ordinary resolution that the Company continue its business as presently constituted (the “Continuation Resolution”) (i) at the fifth annual general meeting of the Company; and (ii) at each third annual general meeting of the Company thereafter.

If any Continuation Resolution is not passed, the Directors are required to put proposals for the reconstruction, reorganisation or winding up of the Company to the Shareholders for their approval.

13. TAXATION

Potential investors are referred to Part 5 of this Registration Document for details of the taxation of the Company and Shareholders in the UK. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own professional advisers immediately.

14. TYPICAL INVESTORS

An investment in the Shares is only suitable for institutional investors, professionally-advised private investors and highly knowledgeable investors who understand and are capable of evaluating the risks of such an investment and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment.

PART 2 THE INITIAL PORTFOLIO AND PIPELINE

1. THE INITIAL PORTFOLIO

As at the date of Initial Admission, the Company will be exposed to the Initial Portfolio, which consists of 10 loans with, as at 11 January 2017 (the latest practicable date prior to the publication of this document), a weighted average annualised yield of 8.33 per cent. and an average life of approximately 1.56 years. As at 11 January 2017 (the latest practicable date prior to the date of this document) the total value of the Initial Portfolio is c.£11.6 million, which has agreed to be acquired from the Existing Investors at Initial Admission for 11,601,000 Consideration Shares (being the aggregate par value of the drawn down loans).

Borrower and project	Sector and description	Security type	Date of investment	Total amount available under facility (£) (1)	Current facility drawn down (£) (2)	Current valuation of security (3)	Loan-to-value (4)	Gross development value	Expected remaining term (years)	Anticipated project completion date	Gross interest rate payable (5)	% of gross assets of the Company at Initial Admission (6)	Amount of facility being acquired by the Company
Paul & Carol Bracewell – Fernhill, Durham	Residential – Planning application for build and sale of 5 executive homes	Senior and subordinated	05/2016	£575,000	£535,000	£548,000	107.00%	£4,500,000	1.3	02/2018	10.00%	2.92%	£485,000
Aquesta Ltd. – The Willows	Commercial – Refinance of facility taken to develop wedding and conference venue and allow for further development	Senior	12/2016	£3,077,000	£3,077,000	£6,250,000	49.23%	£8,000,000	1.9	12/2018	8.75%	15.71%	£2,608,000
Robert Angus Hill – West Auckland	Residential -Support the construction of 108 new build homes	Senior	12/2015	£4,000,000	£3,650,000	£5,569,000	65.54%	£17,303,000	0.9	09/2017	12.50%	13.40%	£2,225,000
Ben Budworth & Helen Robinson – Bylaugh Hall	Commercial – Refinancing of 5 buy to let facilities and additional development funding for development of main hall	Senior	05/2016	£3,750,000	£3,030,000	£3,760,000	80.59%	£3,760,000	1.4	02/2018	10.00%	11.78%	£1,955,000
Pendower Hall Ltd. – Pendower Hall (7)	Commercial – Purchase and full refurbishment of Grade II listed building into modern business centre and events venue	Senior	08/2015	£2,000,000	£1,942,500	£2,630,000	73.86%	£2,630,000	1.6	05/2018	12.50%	6.32%	£1,050,000

Borrower and project	Sector and description	Security type	Date of investment	Total amount available under facility (£)1)	Current facility drawn down (£)2)	Current valuation of security3)	Loan-to-value4)	Gross development value	Expected remaining term (years)	Anticipated project completion date	Gross interest rate payable5)	% of gross assets of the Company at Initial Admission6)	Amount of facility being acquired by the Company
Quartztec Europe Limited – Quartztec Europe8)	Commercial – Funding of business unit and rebranding of company	Senior	10/2015	£1,300,000	£1,293,000	£1,586,503	81.51%	£1,890,000	1.8	07/2018	10.00%	2.67%	£443,000
Commerce Chambers Ltd. – Commerce Chambers7)	Commercial – Purchase and refurbishment of former NECC building to business centre and residential apartments	Senior	12/2015	£2,000,000	£1,890,000	£4,478,000	42.20%	£4,478,000	1.9	09/2018	10.00%	7.20%	£1,195,000
Rare Earth Medium Ltd. – Medium7)	Residential – Purchase of land and development of 6 executive homes	Senior	07/2016	£2,000,000	£355,000	£1,200,000	29.58%	£5,684,000	1.5	04/2018	10.00%	2.14%	£355,000
Watson & Son's (Holdings) Ltd. – Watson & Sons8)	Sale and Leaseback – Purchase of properties in the commercial and retail sector for refurbishment into sale and leaseback vehicles	Senior	05/2016	£10,000,000	£75,000	£250,000	30.00%	£250,000	4.3	02/2021	7.50%	0.45%	£75,000
Thursby Homes Ltd. – Thursby Homes8)	Residential – Purchase and redevelopment of historic buildings into residential apartments and high grade office space	Senior	08/2016	£3,450,000	£1,797,000	£1,590,000	113.02%	£3,450,000	1.6	05/2018	10.00%	7.29%	£1,210,000
Total:													£11,601,000

(1) Being the total amount available under the facility (i.e. including the proportion of the facility not being acquired by the Company on Initial Admission).
(2) As at 11 January 2017 (the last practicable date prior to the publication of this document) and includes the proportion of the facility drawn down not being acquired by the Company on Initial Admission. Meeting further utilisation requests is at the discretion of the Investment Adviser.
(3) The latest valuation of the facility in accordance with the Company's valuation policy set out at paragraph 8 of Part 1 of this Registration Document.
(4) Current facility drawn down divided by current valuation, taking into account any prior charges (if applicable).
(5) Includes 20 per cent. which is payable to Tier One, as arranger facility agent and security agent.
(6) Assuming gross assets of c.£16.6 million at Initial Admission.
(7) Investments in which the Stephen Black and Ian McElroy are the ultimate beneficiaries of the relevant borrower. Please see paragraph 7 of Part 4 of this Registration Document for further details.
(8) Investments in which Stephen Black and Ian McElroy are interested in 25.1 per cent. of the relevant borrowers by virtue of their indirect interests in the relevant profit share arrangements. Please see paragraph 6.3 of Part 1 of this Registration Document for further details.

The Initial Portfolio has a blended LTV of c.65 per cent. Two loans for development projects in the Initial Portfolio (Fernhill, Durham and Thursby Homes) are currently in excess of 100 per cent. LTV principally due, as in common with development projects, to spend on initial preparatory work for these sites not immediately being reflected in their underlying valuations. The Directors anticipate that these LTVs will be below 100 per cent. in the short to medium term.

2. INITIAL PORTFOLIO ANALYSIS

The charts below show the Initial Portfolio by investment sector, yield profile and expected remaining term as at Initial Admission. As at that date, 50 per cent. of the value of the Initial Portfolio was exposed to projects under construction or in development.

2.1. Investment sector

2.2. Yield profile

2.3. Expected remaining term

3. PIPELINE

Investment Adviser estimates that (provided the Initial Net Proceeds do not exceed £ 100 million) the Initial Net Proceeds will be substantially invested within three to six months of Initial Admission, and that the Company will remain substantially or fully invested thereafter.

Completion by the Company in any of these investments is subject, among other things, to the Investment Adviser completing satisfactory due diligence and documentation. Any such loans will also be subject to agreement having been reached between the Company, the Investment Adviser and the relevant counterparty as to the terms of such loans. A breakdown of the loans currently under consideration is set out in the table below. The Company anticipates that it will have the benefit of Profit Share arrangements in respect of all of the loans set out below.

Sector	Asset	Security	Expected Interest Rate	Estimated Investment (£)
Commercial	Physical	Senior	10.00%	£2,500,000
Residential	Physical	Subordinated	8.00%	£7,500,000
Residential	Physical	Subordinated	8.00%	£2,500,000
Residential	Physical	Senior	10.00%	£2,500,000
Residential	Physical	Senior	10.00%	£9,000,000
Commercial	Physical	Senior	8.00%	£15,000,000
Residential	Physical	Senior	10.00%	£6,000,000
Residential	Physical	Senior	10.00%	£5,000,000
Commercial	Physical	Senior	10.00%	£10,000,000
Residential	Physical	Senior	10.00%	£7,500,000
Residential	Physical	Senior	10.00%	£7,500,000
Commercial	Physical	Senior	10.00%	£7,500,000
Commercial	Physical	Senior	6.00%	£7,500,000

There can be no assurance that any of the loans in the table above will be made by the Company. The Investment Adviser, in any event, will continue to evaluate other potential loans in accordance with the Company's investment objective and policy.

PART 3

INVESTMENT OPPORTUNITY AND OUTLOOK

INVESTMENT OPPORTUNITY

The market for direct lending has grown significantly since the credit crunch in 2008, hitting US$37.3 billion globally in 2015 (source: Direct lending market booms on the back of deal and merger activity, Deloitte LLP). The direct lending market is now well established across the UK; between Q4 2012 and Q2 2016, the 47 leading alternative lenders in the primary mid-market of the UK and Europe completed 327 deals in the UK, as against 457 deals in the rest of Europe (source: Alternative Lender Deal Tracker, Deloitte LLP).

Lending by banks to small and medium businesses has remained subdued since specific rules were brought in following the economic downturn.

The Company, having been advised by the Investment Adviser, believes that this causes a challenge for many property developers and commercial borrowers in the current climate, as the majority of banks are focusing on reducing legacy bank debt and increasing capital requirements. This results in property developers and commercial borrowers having difficulty accessing finance from traditional sources of funding.

The Company has the ability to access a regular, high value deal flow of lending opportunities due to the real estate development and housebuilding sectors as well as the established High Net Worth network of the Investment Adviser. This network is driven by long term, reputable and proven relationships with borrowers who have a credible history of delivering sustainable, commercial and profitable property projects.

Additionally, the Investment Adviser's "relationship led" approach provides an opportunity for the Company to receive equity stakes in the borrowing companies at no cost via the Profit Share arrangements. This provides the Company with a significant opportunity to capitalise on the expertise of the borrower and to share in the potential success of the projects being supported; and runs alongside the more conventional approach of conducting automated credit checks on each borrower.

Through the direct lending offering the Company is able to provide an environment where borrowers are able to access funds at a commercial rate and work alongside a flexible credit approach.

The transfer of the Initial Portfolio on Initial Admission provides the Company with an immediate deployment of capital and income stream. In addition, an agreed deployment plan has been set in principle with an appropriate number of borrowers to ensure funds are invested with three to six months of Initial Admission.

The Company has the opportunity to continue the track record of the Investment Adviser in the direct lending market. This allows the Company to immediately position itself in the niche £1 million to £5 million asset backed lending space that is not traditionally covered by banks or private equity, and provides the ability to offer direct lending opportunities at an average yield of 8.33 per cent.

OUTLOOK

The Company, as advised by the Investment Adviser, believes that the outlook for the Company is attractive in the current climate for the following reasons:

the current focus of traditional lenders is on reducing legacy bad debts and adhering to increasingly restrictive capital constraints that the Company, as advised by the Investment Adviser, believes will continue for the foreseeable future;
borrowers continue to become more comfortable considering alternative methods of finance;
the Company will benefit from the ongoing relationships being driven by the Investment Adviser;
the Investment Adviser has a proven ability to provide investors with an income above that available from current cash rates;

the current low UK interest rate environment underpins the Directors' belief that the demand for alternative forms of income generation for investors is likely to continue for the foreseeable future;
with global geopolitical instability likely to continue for many years to come, the attraction of the UK and specifically its rule of UK law remains attractive to many overseas investors, notwithstanding the outcome of the June 2016 referendum vote to leave the European Union; and
as the sector grows, regulators pay more attention to the market, therefore ensuring that propositions are done with the investors in mind. The appetite for an alternative form of investment is high and the Company, as advised by the Investment Adviser, believes what they bring to the market is a strong alternative to what is available currently and working as the broker between the two parties to bring unique opportunities to both.

PART 4

THE DIRECTORS, INVESTMENT ADVISER, STRATEGY AND INVESTMENT PROCESS

DIRECTORS

The Directors are responsible for the determination of the Company's investment policy and strategy and have overall responsibility for the Company's activities including the review of investment activity and performance and the control and supervision of the Investment Adviser. All of the Directors are non-executive and, save for Stephen Black, are independent of the Investment Adviser and the other service providers.

The Directors will meet at least four times a year to, inter alia, review and assess the Company's investment policy and strategy, the risk profile of the Company, the Company's investment performance, the performance of the Company's service providers, including the Investment Adviser and Administrator, and generally to supervise the conduct of its affairs. The audit committee will meet at least twice per annum.

The Directors are as follows:

Stephen Coe, Non-executive chairman

Stephen is currently chairman of European Real Estate Investment Trust Limited and director (and chairman of the audit committee) of Raven Russia Limited, South African Property Opportunities PLC, Leaf Clean Energy Company, Weiss Korean Opportunities Fund Limited and Trinity Capital PLC. He has been involved with offshore investment funds and managers since 1990 with significant exposure to property, debt, emerging markets and private equity investments. He qualified as a Chartered Accountant with Price Waterhouse Bristol in 1990 and remained in audit practice, specialising in financial services, until 1997. From 1997 to 2003 he was a director of the Bachmann Group of fiduciary companies and Managing Director of Bachmann Fund Administration Limited, a specialist third party fund administration company. From 2003 to 2006 Stephen was a director with Investec in Guernsey and Managing Director of Investec Trust (Guernsey) Limited and Investec Administration Services Limited. He became self-employed in August 2006 providing services to financial services clients.

Stephen Black (Non-independent non-executive director)

Stephen leads the Tier One Capital lending team having previously worked as a Credit Specialist and investment manager at Barclays Wealth. He held senior roles at Kleinwort Benson and Coutts & Co, as well as spending time at Harvard University on the real estate programme before launching Tier One Capital as an independent high net worth investment and lending boutique. Stephen holds a Law Degree, MBA with Distinction and is currently studying towards the first PhD in Structured Products in the UK. Stephen has extensive experience in evaluating, structuring and funding credit projects and corporate finance opportunities of all sizes on behalf of major organisations as well as regularly engaging in high net worth deals in both the private client and corporate space.

Douglas Noble (Independent non-executive director)

Douglas has over 25 years' private banking experience. In recent years he has focused on developing Brown Shipley's private banking and lending proposition in Scotland, having previously been the Scottish Head of Private Banking for Barclays, Adam & Company and HBOS. He also launched Bank of Scotland's first ever private banking operation. Douglas holds a law degree from Dundee University, as well as achieving the PCIAM and IMC from the CFA. He is a member of the Chartered Institute of Bankers, Scotland and holds to Chartered Banker status.

Matt Harris (Independent non-executive director)

Matt is a Chartered Accountant and an experienced M&A professional, who is a specialist in providing financial due diligence to Private Equity buyers and sellers. Matt was a partner at FTI Consulting (a US based, NASDAQ listed consulting firm), and prior to that was a partner in the Private Equity Group at KPMG, and began his career and qualified with Arthur Andersen. Matt has led due diligence on

transactions across Europe and around the world, focusing on large and mid sized transactions, and has led relationships with London and European based Private Equity funds. Matt has a Bachelor's degree in Economics and Finance from Auckland University, and an MBA from Manchester Business School.

Stephen Black will be subject to annual re-election by Shareholders, and has agreed to waive his director fee, for so long as he is interested in the Company's investment adviser.

2. THE INVESTMENT ADVISER

Tier One Capital was incorporated on 7 March 2012 and launched in its current form by former Coutts and Barclays Wealth directors Stephen Black and Ian McElroy upon its authorisation by the FCA in early 2013. Tier One Capital is authorised by the FCA and provides a range of services including investment management, direct lending and cash management. Tier One Capital's existing client base is made up of individuals, corporates, charities and trusts who tend to have investable assets in excess of £0.5 million.

As at 7 December 2016 had £69.8 million of assets under management, split as follows: (i) direct lending - £21.7 million; (ii) investments - £16.0 million; (iii) EIS - £5.5 million; and (iv) cash - £26.6 million.

During this period 23 different funding deals have been originated totalling £22.8 million. Of these projects, 5 have successfully exited already, successfully servicing all income requirements throughout and returning investor funds in the process. To date, in the remaining portfolio there have similarly been no project defaults and all interest obligations have been met when due.

The personnel of the Investment Adviser, in addition to Stephen Black (see above), who will be involved in the provision of investment advisory services to the Company are as follows:

Ian McElroy, Managing Director

Ian holds a First Class degree in Financial Services, after which he trained and qualified as an investment manager with Gerrard Stockbrokers. He excelled in senior roles with Barclays Wealth, Kleinwort Benson and more recently as a director at Coutts & Co before co-founding Tier One Capital. Over the last 15 years Ian has built, managed and monitored a variety of investment portfolios for high net worth clients, and has played a major role in building the due diligence, monitoring and reporting process for the direct lending proposition of Tier One Capital. Ian is a Chartered Fellow of the CISI as well as being a Chartered Wealth Manager.

Jeff Fryer, Head of Credit Committee

Jeff is an experienced Financial Facilitator, who has an extensive history working in credit. He began his banking career at NatWest where he was the senior corporate manager in the Tees Valley area. From here he moved on to become a director of corporate banking at RBS where he was responsible for the development of the bank's corporate business in the North East and Yorkshire. Jeff has held a variety of management roles in various sectors including being the Vice President of the North East Chambers of Commerce. Jeff will be the Credit Manager and Head of the Credit Committee to the fund.

Tristan de Gabiole, Head of Investment Committee

Tristan is a portfolio manager of Tier One Capital. Before joining the firm in 2012, Tristan worked in the Investment Research and Quantitative Risk Analysis division of Fundana SA, based in Geneva. At Tier One Capital, his role requires an in-depth knowledge of the markets and portfolio management as he works to construct, administer and monitor portfolios in order to optimise investment returns within the risk parameters set by each individual client. He holds a BSc in Business and Administration and an MSc with Distinction in Finance and Investment from Durham University. Tristan also holds the Investment Management Certificate (IMC) and is a 2016 Level 2 CFA candidate.

Neil Marshall, Head of Risk and Compliance

Neil is the Compliance & Risk manager for Tier One Capital, having previously worked for Lloyds Banking Group in the North East for 11 years. Firstly, as a Senior Personal Banking Adviser and the final six years as a Bank Manager. During his career, Neil has amassed a vast knowledge of the

compliance and risk models behind running a successful customer lending book within a retail banking network, specialising in personal credit and working closely with the internal audit teams on customer due diligence and KYC details for new applications. Neil is a Member of the International compliance association and in January 2016, achieved their Diploma in Governance, Risk and Compliance through the Manchester Business School. He holds the controlling functions of Compliance (CF10) and AML (CF11) oversight through the FCA for Tier One Capital Ltd.

Chris Bull, Head of Finance

Chris is the Financial Controller of Tier One Capital. He previously spent over 10 years working for Virgin Money as a Mortgage Underwriter, specialising in the risk analysis tools used to assess a potential borrower's likelihood of defaulting. He holds an extensive knowledge of drawing out the best from the back-office systems and processes of major banking firms, bringing valuable first-hand experience of constructing and implementing a highly responsive and efficient client experience. Chris works on building the financial models for individual projects and sense checks them against the specific project plans.

Dr Emma Black, Fund Manager

Dr Black is an investment manager of Tier One Capital. Her role combines a detailed knowledge of the intricacies of private banking and investment management, while also specialised in Structured Products. She is a published academic in the fields of Mergers and Acquisitions, Emerging and Frontier Markets, and Behavioural Finance. Emma holds a PhD in Behavioural Finance and Mergers and Acquisitions from Durham University as well as the CFA Investment Management Certificate. Dr Black is also Managing Director of the Cascade Cash Management service which offers the non-traditional savings complement to the non-traditional lending provided through Tier One Capital's direct lending proposition.

Stewart Watson, Fund Manager

Stewart is the Credit Specialist with Tier One Capital. Stewart studied at Northumbria University gaining a first class degree in Finance and Investment Management. Stewart then studied his Masters at Newcastle University gaining a pass with merit in Financial Analysis. Stewart joined Tier One Capital in 2014 where he works in the Credit area of the business. Stewart has worked on all types of property transactions ranging from new build developments, commercial property developments and property refinances. He has been involved in all aspects of the transaction from initial due diligence and site visits, through to legal and project account management. Stewart holds the Certificate in Mortgage Advice and Practice.

Stewart Smith, Independent Credit Committee Member

Stewart sits on the Credit Committee of Tier One Capital and offers invaluable experience from working for over 40 years in his family's business. After obtaining a business studies degree in 1974, he joined his father in Ramsdens Financial. Until 1997 the company was involved primarily in home collected credit. He then made a decision to diversify and go into pawn broking, which was the logical extension of home credit. In 2002, Stewart led the expansion to buy out its franchisor John Ramsdens pawnbrokers, an expansion which saw the company's annual profits rise from £200,000 to over £7m. in under five years. Ramsdens has featured in the Sunday Times Profit Track 100 and twice in the Sunday Times Growth Track 100 and in 2010 Stewart was voted the North-East Business Executive of the Year. Stewart is also currently chairman of the Middlesbrough Football Club Foundation.

The Investment Adviser Agreement

The Company, the AIFM and the Investment Adviser have entered into the Investment Adviser Agreement, a summary of which is set out at paragraph 8.6 of Part 6 of this Registration Document, under which the Company and the AIFM have appointed the Investment Adviser to act as the Company's investment adviser pursuant to which the AIFM has delegated discretionary portfolio management services to the Investment Adviser, subject to the overall control and supervision of the Directors.

Net Asset Value (if less than £100 million) and 0.5 per cent. per annum of the prevailing Net Asset Value. The Investment Adviser has agreed (unless otherwise agreed by the Board) to waive its fee until the Net Asset Value is at least £50 million. Until the third anniversary of Initial Admission, the Investment Adviser shall: (i) if the prevailing market price per Ordinary Share is equal or higher than the prevailing Net Asset Value per Ordinary Share, use the investment adviser fee to subscribe for new Ordinary Shares at the prevailing market price; and (ii) if the prevailing market price per Ordinary Share is less than the prevailing Net Asset Value per Ordinary Share, use the investment adviser fee to acquire Ordinary Shares in the market. Such Ordinary Shares will be subject to a lock-up (with customary exceptions) until the third anniversary of Initial Admission. The Investment Adviser has agreed to waive any dividend entitlement on such Ordinary Shares until the third anniversary of Initial Admission. In addition, the Investment Adviser may also charge in its capacity as arranger, facility agent and securities agent, and hold for its benefit, an arrangement fee of up to 2.5 per cent. of the cost of each investment made by the Company and up to 20 per cent. of the coupon charged to the relevant borrower. Such fees would be paid by the borrower and would not be charged to the Company. There are no performance fees payable.

3. STRATEGY AND INVESTMENT PROCESS

Opportunity origination

Save as described below, the Company will be given the opportunity to invest in all new business originated by the Investment Adviser that falls within the Company's investment objective and investment policy, including potential opportunities from small and/or regional property developers, national housebuilders, as well as larger commercial developments and property investment funds in a range of geographic areas across the United Kingdom.

The Company will not have a right of first refusal on any further loans to be advanced to borrowers who have previously entered into profit sharing arrangements with the Investment Adviser. However, Profit Share arrangements for future loans advanced by the Company to projects associated with those borrowers would accrue for the benefit of the Company and would not be retained by the Investment Adviser.

The Company will access the opportunities sourced by the Investment Adviser and will either be the sole funder to the opportunity, or part of a syndicate of funders.

Opportunities are sourced through, inter alia, the Company's participation in Profit Shares, a network of intermediaries, introducers, existing borrowers and the Investment Adviser's existing client base.

Stage 1 – Project overview

The first stage of the investment process is for the prospective borrower to submit to the Investment Adviser a project summary, using the template that shall be provided following initial discussions. The Investment Adviser's head of credit will work with each team to prepare the initial project overview.

Stage 2 – Investment committee review and approval

The project overview will be considered in the first instance by the Investment Adviser's investment committee. This will be an initial review of the project in terms of risk, reward, timeframe, sector and ensuring that the project will suitably sit within the existing investment framework of the Company. This also ensures that the project is consistent with the Company's investment objective and policy.

The Investment Adviser's investment committee will appraise the project on the basis of the level of detail provided in the project overview. Following this initial review, should the project be deemed suitable, in principle, to be held by the Company, then approval will be decided by majority vote.

The investment committee of the Investment Adviser currently consists of Tristan de Gabiole (Head of Investment Committee), Stephen Black, Ian McElroy, Kate Cowell, Martin Forster and Stewart Watson.

Stage 3 – Preliminary review

A preliminary review of any potential opportunity (including any relevant financial model, analysis of the proposed debt structure, the return rationale and any other material information) will be undertaken by the credit committee of the Investment Adviser. The preliminary review is focused on the following matters with the aim of providing the committee with sufficient information to issue an approval in

principle by the end of the review:

demonstrable track record: the Company focus will be on funding projects promoted by experienced developers with a strong track record. If this cannot be demonstrated to the levels required, then further action is required. This may include the demand for further security, or the insistence that the project spends time with the Investment Adviser's corporate finance team before being resubmitted;
appropriate credit checks: the Investment Adviser will conduct thorough credit checks on all borrowers, including the underlying individual shareholders in any corporate vehicle, utilising third party credit check services, a thorough check of Companies House information and previous bank statements. The Investment Adviser will query any anomalies arising that may have not been covered in an initial meeting or a business plan;
physical site visit: the Investment Adviser will visit the actual physical site of any project before the proposal is put forward to the Investment Adviser's credit committee;
physically meeting the project team and physically conducting due diligence on previous projects where appropriate: the Investment Adviser will meet the project team in person before recommending the project to the credit committee;
appropriate financial model and business plan: the Investment Adviser will review the financial model and business plan provided by the project team ahead of further financial appraisal; and
initial valuation of security: if the borrower is unable to provide a current full redbook RICS valuation, the Investment Adviser will arrange for a desktop valuation to be undertaken and conduct its own research in relation to potential issues, including planning, renovation and insurance.

Stage 4 – Investment Adviser credit committee approval in principle

The information attained during the preliminary review will be submitted to the Investment Adviser's credit committee for approval. This will be an 'approval in principle', with final approval being subject to suitable due diligence.

On Initial Admission, the Investment Adviser's credit committee will be comprised of Jeff Fryer (Head of Credit Committee), Stephen Black, Ian McElroy, Stewart Smith, Stewart Watson, Tristan de Gabiole, Ian Morl, Chris Bull and Neil Marshall. Any decision to proceed with a project opportunity will require the majority consent of the Investment Adviser's credit committee.

At this stage, in accordance with the Company's conflict policy (see paragraph 7 of this Part 4 for further details) a project proposal will be presented to the Independent Directors for their unanimous approval.

Stage 5 – heads of terms and due diligence

Following the approval in principal of the project by the Credit Committee, the Investment Adviser will move to agree non-binding heads of terms in relation to any potential investment. The Investment Adviser will keep the Independent Directors informed during this process. These heads of terms will remain in place throughout the formal due diligence period, until either completion of funding provision or the termination of the investment opportunity.

The Investment Adviser charges a management fee to the project or borrower (as applicable) to cover the cost of any due diligence procedures which it completes in house. If the Investment Adviser engages a third party to conduct due diligence procedures in respect of a proposed project, the borrower will be invoiced for costs incurred for such activity.

Any abort costs incurred by the Investment Adviser will be covered in the heads of terms agreement. The value of any abort cost will differ on a case-by-case basis depending on the requirements of the project and the borrower. The Company will not be liable for broken deal costs.

The aim of the due diligence period is to evaluate fully all investment opportunities and assess project risks the Investment adviser believes are material to the project being a success. Potential borrowers will be vetted, and the Company will only transact with borrowers the Investment Adviser believes to be well-established and experienced owners and operators. The Investment Adviser's criteria may change

depending on the nature of a specific project and the level of security proposed by the borrower. The Investment Adviser will generally look to take senior security over a proposed investment opportunity. There may be circumstances where the borrower has already provided senior security to another lender (for example, to a bank in respect of an existing facility). The Investment Adviser may then look to take subordinated security, subject to sufficient cover of the Company's facility and accrued interest should the borrower default.

Assessment of the borrower's business/strategic plan will form a large part of the Investment Adviser's due diligence process. The Investment Adviser will pay particular attention to its proposed level of involvement. The Investment Adviser's involvement will be dependent upon, inter alia, the borrower's experience, the level of security proposed and the loan-to-value ratio of the project as a whole.

The Investment Adviser may provide borrowers with the opportunity to amend their business plans in light of the results of its due diligence process and, in such circumstances, will provide a timescale within which they may do so. In some cases, the Investment Adviser may appoint an experienced third party to assist the borrower to amend their plans accordingly. Where appropriate, the Investment Adviser will complement its analysis through the use of professional third party advisers. These advisers are engaged to conduct due diligence that is intended to provide an additional and independent review of the key aspects and risks of a proposed investment opportunity, including providing comfort as to the level of risk mitigation and on-going performance of the investment.

If the Investment Adviser believes that a borrower's business plan is not deliverable (for example, where it believes that the borrower is unlikely to repay the loan, or where the Investment Adviser is unable to achieve a satisfactory level of security) it will decline the proposed investment opportunity.

Stage 6 – Investment Adviser credit committee final approval

Following the due diligence process a final submission of the project will be made to the Credit Committee. This submission will provide an update on the project, highlighting any material changes from the initial preliminary review.

The Credit Committee shall issue a final approval notice if they are comfortable proceeding with the project.

Stage 7 – Board review and approval

Any investment above 10 per cent. of the Net Asset Value, and any project where a potential conflict of interest exists, will also require the approval of the Independent Directors. The Board shall review these limits from time-to-time. In addition, the Independent Directors will, at all times, have the ability to comment on any investments below this amount, and will be informed of all pending transactions within at least five business days before completion.

Stage 8 – completion

Following a successful due diligence process the investment opportunity will be transacted utilising a third party law firm. All parties will be informed accordingly, and the project will move from the 'Proposed' stage to the 'Live' stage, and in essence becomes part of the monitoring regime.

Going forward from this point a monthly monitoring report will be prepared and submitted to the Credit Committee for review and comment. These reports will be produced by either the Investment Adviser, or a third party appointed by the Investment Adviser.

Stage 9 – monitoring

The Investment Adviser will engage third party project monitors on behalf of the Company to produce reports on projects where the Investment Adviser does not have an existing day-to-day working relationship with the borrower. These reports are produced by the project monitors on a monthly basis and give updates on project matters such as developer progression, financial position and status and any concerns about the project. The Investment Adviser will conduct site visits on an ad hoc basis, typically at the same time as the relevant project monitor. At this site visit, the Investment Adviser will review the project in general and gather information from the borrower as to the progress and likelihood of success of the project.

The Investment Adviser will maintain regular contact with each of the borrowing teams to minimise issues/problems with the projects and to confirm everything is progressing in accordance with the plan.

Quarterly valuations will be carried out on all property and land by a third party RICS qualified valuer and provided to the Head of Credit Committee for review and presentation at the next available Credit Committee meeting.

Where the Investment Adviser has a day-to-day working relationship with a borrower, members of the Investment Adviser's investment committee will produce a report on the progression of the project (rather than engaging a third party monitor). Such reports will be prepared by a non-advisory member of the Investment Adviser who was not part of the initial meeting.

The Investment Adviser may require a borrower to open a joint account with a dual mandate (comprising the borrower and the Investment Adviser). Such accounts: (i) enable the Investment Adviser to monitor a borrower's drawdown of funds; (ii) ensures that the borrower does not have access to the entirety of funds made available under a loan; and (iii) enables the Investment Adviser to ensure that funds are released in accordance with the borrower's business plan.

Any additional costs that are deemed by the Investment Adviser to fall outside the scope of the management fee paid by the borrower to the Investment Adviser will be invoiced to the borrower separately.

Stage 10 – draw down

The Investment Advisor will ensure that any drawdown of the agreed loan facility is made only when the borrower has provided sufficient evidence of support for the agreed drawdown amount.

All drawdown requests above £100,000 will be approved by the Credit Committee, only after a drawdown request from the borrower has been reviewed and approved by the project monitor. The drawdown of funds will be reviewed alongside the agreed financial appraisal conducted as part of the initial project due diligence.

The Investment Advisor shall agree a maximum loan facility at the outset, and this is approved by the Credit Committee at Stage 6 of the Investment Advisor's credit process. This is a non-binding agreement, and puts the emphasis on the borrower to achieve set milestones before further funds are able to be drawn down.

The drawdown of funds shall be phased throughout the term of the project to ensure that drawdown funds are being allocated to agreed project phases in line with a pre-agreed financial appraisal. This ensures that the Investment Advisor, either directly or through its monitoring teams, is able to tightly control how the borrowers allocate funds to the projects.

Stage 11 – holding and exit strategy

While it is the intention to hold the Company's investments to maturity, the Company may dispose of investments outside of this timeframe, should an appropriate opportunity arise where, in the Investment Adviser's opinion, the value that could be realised from such disposal would represent a satisfactory return on the initial investment and/or otherwise enhance the value of the Company, taken as a whole.

The Investment Adviser will monitor the underlying properties throughout the term of the loan. Each loan will include contractual protections entitling the Company to obtain control of the day-to-day management of the underlying property/business if certain pre-negotiated milestones are not met or pre-determined covenants are breached. The Investment Adviser will, in its sole discretion, be entitled to appoint/approve any entity to manage an underlying property/business in such circumstances. Where a Tier One Capital group entity has been nominated to take or manage such control, any contract to be entered into between the relevant Tier One Capital group entity and the Company will be negotiated on an arm's length basis, with only Independent Directors entitled to vote in respect of such contract. If the Company has taken control of the day-to-day management of an underlying property, the Company will be able to procure a sale of such property, with the resulting proceeds being used to repay the loan.

All loan agreements will have an agreed early repayment date, after which there is no cost for repaying the debt before the facility end date. This is typically set at 50 per cent. of the facility period. e.g. a 2 year

term will allow early repayment without cost from the end of year 1 onwards. In any circumstance where the borrowers wishes to repay their loan before the early repayment date, then interest will be charged from the early repayment date to the date halfway through the term of the facility.

Defaults

It is likely that the Investment Adviser, through the monthly project reports, would identify a potential default by the borrower and, in such circumstances, the Investment Adviser would look to take steps restructuring the project with the borrower to avoid a default. Should a borrower default, the Investment Adviser would look to impose the default rate of interest under the relevant facility agreement and work with the borrower as a matter of urgency to rectify the situation and find a solution that will allow the project to continue and stabilise.

If, in the view of the Investment Adviser, the project is not able to be brought to a position of stability, then the Investment Adviser would enforce the Company's security, sell the assets and repay the loan to the extent that it is able to do so.

Profit Shares

The Company intends typically to enter into a Profit Share with a proposed borrower where the Investment Adviser believes there is a synergy between the borrowing team's experience and expertise and the Company being able to be the sole funder of that borrowing team, and where the Investment Adviser believes that the project is likely to be part of a series of projects.

4. CO-INVESTMENT ARRANGEMENTS

The Company may invest alongside other accounts managed by Tier One Capital in various investments. Where the Company makes any such co-investments they will be made on no worse economic terms as those offered to other accounts managed by Tier One Capital.

5. ADMINISTRATION AND OTHER ARRANGEMENTS

5.1. AIFM

The Company has appointed R&H Fund Services (Jersey) Limited to act as the Company's alternative investment fund manager for the purposes of AIFMD pursuant to the AIFM Agreement and accordingly the AIFM is responsible for providing discretionary portfolio management and risk management services to the Company, subject to the overall control and supervision of the Directors. The AIFM is entitled to receive fees from the Company of £15,000 per annum on total assets up to £100 million, or a fee from the Company of £20,000 per annum if total assets are over £100 million.

5.2. Administrator and company secretary

R&H Fund Services Limited (a company incorporated in England and Wales on 7 September 2011 with company number 7777299) has been appointed as administrator and secretary to the Company pursuant to the Administration and Company Secretarial Agreement (further details of which are set out in paragraph 8.7 of Part 6 of this Registration Document). In such capacity, the Administrator provides the day-to-day administration of the Company and is also responsible for the Company's general administrative and secretarial functions, such as the calculation and publication of the NAV and maintenance of the Company's accounting and statutory records.

Under the terms of the Administration and Company Secretarial Agreement, the Administrator is entitled to an administration fee equal to a fee of £60,000 per annum, with a variable fee of 0.075 per cent. on total assets over £60 million (exclusive of VAT). This fee is calculated and payable quarterly in arrears. The Administration and Company Secretarial Agreement may be terminated on 6 months' written notice, such notice not to expire earlier than one year after the commencement of the agreement and is also terminable on shorter notice in the event of breach of the agreement or insolvency.

5.3. Registrar

Computershare Investor Services PLC (a company incorporated in England and Wales on 20 January 1998 with registration number 03498808) has been appointed as registrar to the Company pursuant to the Registrar Agreement (further details of which are set out in paragraph 8.8 of Part 6 of this

Registration Document). In such capacity, the Registrar is responsible for the transfer and settlement of Shares held in certificated and uncertificated form. The Register may be inspected at the registered office of the Registrar.

Under the terms of the Registrar Agreement, the Registrar is entitled to a fee calculated on the number of Shareholders and the number of transfers processed (exclusive of VAT). The Registrar is also entitled to reimbursement of all out of pocket costs, expenses and charges properly incurred on behalf of the Company.

The Registrar Agreement may be terminated on 6 months' notice, such notice not to expire prior to the end of the third year of appointment and is also terminable on shorter notice in the event of breach of the agreement or insolvency.

5.4. Auditor

Moore Stephens LLP provides audit services to the Company. The annual report and accounts will be prepared according to accounting standards laid out under IFRS.

6. FEES AND EXPENSES OF THE COMPANY

Share Issuance Programme expenses

The total net proceeds of the Share Issuance Programme will depend on the number of Ordinary Shares and/or C Shares issued throughout the Share Issuance Programme, the gross proceeds of each Tranche, and the aggregate costs and commissions for each Tranche. If 16,601,000 Ordinary Shares are issued pursuant to the Initial Issue, the Net Issue Proceeds are expected to be c.£16.1 million.

On-going annual expenses

Ongoing annual expenses of the Company will be borne by the Company including fees paid to the Directors and service providers as detailed in Part 6 and paragraphs 5.1 to 5.3 of this Part 4 above, travel, accommodation, printing, audit, finance costs, due diligence and legal fees. These fees and all reasonable out-of-pocket expenses of the AIFM, the Investment Adviser, the Administrator, the Registrar, the Auditor and the Directors relating to the Company will also be borne solely by the Company.

The Directors estimate that the on-going total expenses ratio of the Company will be 0.83 per cent. (assuming £16.6 million is raised pursuant to the Initial Issue). The on-going annual expenses of the Company for the period ending 30 November 2017 are expected to be c.£0.2 million.

7. CONFLICTS OF INTEREST

Investment Adviser

The Investment Adviser and its key individuals may from time to time act as manager, investment manager or investment adviser in relation to, or be otherwise involved in, other funds established by parties other than the Company, which may have similar objectives to those of the Company. In particular:

Tier One Capital is investment adviser to the Company and may act in the same capacity for other entities; and
key individuals of the Investment Adviser may be involved in other businesses or with other funds not involving the Company;

It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interest with the Company. The Investment Adviser will, at all times, pursuant to the terms of the Investment Adviser Agreement, have regard in such event to its obligations to the Company and will endeavour to ensure that such conflicts are resolved fairly. In addition, subject to applicable laws, any of the foregoing may deal, as principal or agent, with the Company, provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arm's length basis with an independent counterparty. The independent Directors will consider and, if appropriate, authorise any transactions with the Investment Adviser or any of its funds.

Directors

Stephen Black is:

managing director of the Investment Adviser;
the ultimate beneficiary of certain borrowers in the Initial Portfolio (see paragraph 1 of Part 2 of this Registration Document for further details); and
interested in 25.1 per cent. of certain borrowers in the Initial Portfolio by virtue of his indirect interests in the relevant profit share arrangements (see paragraph 1 of Part 2 of this Registration Document for further details).

Stephen Black will be subject to annual re-election by Shareholders, and has agreed to waive his director fees, for so long as he is interested in the Company's investment adviser.

Neither Stephen Black nor the Investment Adviser shall participate in any decisions relating to matters involving any projects in which he or the Investment Adviser is interested in, any matters involving the Investment Adviser and/or the terms of the Investment Adviser's appointment. Any project in which Stephen Black and/or the Investment Adviser and/or either of their associates are interested shall require the unanimous approval of the Independent Directors.

In relation to transactions in which a Director is interested, the Articles provide that (i) subject to due disclosure no Director or proposed Director shall be disqualified by his office from contracting with the Company as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested render the Director liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established; and (ii) a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise through the Company. A Director may, in certain circumstances, be counted in the quorum at a meeting in relation to a resolution on which he is debarred from voting.

8. THE TAKEOVER CODE

The Takeover Code applies to the Company.

9. CORPORATE GOVERNANCE

The Board has considered the principles and recommendations of the UK Corporate Governance Code. As at the date of this Registration Document, the Company complies with the provisions of the UK Corporate Governance Code which are relevant to the Company as an investment company.

The UK Corporate Governance Code includes provisions relating to:

the role of the chief executive;
the appointment of a senior independent director;
executive directors' remuneration; and
the need for an internal audit function.

The Board considers these provisions are not relevant to the position of the Company, being an externally advised investment company with an entirely non-executive board, and the Company does not therefore comply with them.

Audit Committee

The Company's audit committee comprises of independent non-executive directors and members are appointed by the Board. The audit committee consists of Stephen Coe, Matt Harris (chair) and Douglas Noble. It will meet at least four times a year. The Board considers that the members of the audit committee have the requisite skills and experience to fulfil the responsibilities of the audit committee. The audit committee will examine the effectiveness of the Company's control systems. It will review the half-yearly and annual reports and will receive information from the AIFM and the Investment Adviser. It will also review the scope, results, cost effectiveness, independence and objectivity of the external auditor and consider the terms of appointment of the Investment Adviser and other service providers of the Company and it will annually review such appointments and the terms of the Investment Adviser Agreement and other service providers' agreements.

10. DIRECTORS' SHARE DEALING

The Company has adopted a share dealing code in compliance with the EU Market Abuse Regulation (594/2014) ("MAR") and the Listing Rules. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors.

PART 5 TAXATION

The following comments do not constitute tax advice and are intended only as a guide to current UK law and HMRC's published practice as at the date of this Registration Document (both of which are subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the UK tax treatment of Shareholders and (except insofar as express reference is made to the treatment of non-UK residents) are intended to apply only to Shareholders who for UK tax purposes are resident in and, in the case of individuals, domiciled in the UK and to whom "split year" treatment does not apply. The comments apply only to Shareholders who are the absolute beneficial owners of their Shares and the dividends payable on them and who hold their Shares as investments (and not as securities to be realised in the course of a trade).

The comments below may not apply to certain categories of Shareholder such as dealers in securities, insurance companies and collective investment schemes, Shareholders who are exempt from taxation (or who hold their Shares through an ISA or Lifetime ISA) and Shareholders who have (or are deemed to have) acquired their Shares by virtue of any office or employment. Such persons may be subject to special rules.

Prospective investors who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK are strongly advised to consult their own professional adviser

1. THE COMPANY

It is the intention of the Directors to conduct the affairs of the Company so that it satisfies the conditions necessary for it to be approved by HMRC as an investment trust. However, neither the Investment Adviser nor the Directors can guarantee that this approval will be granted or maintained. In respect of each accounting period for which the Company is and continues to be approved by HMRC as an investment trust the Company will be exempt from UK corporation tax on its chargeable gains. The Company will however (subject to what follows) be liable to UK corporation tax on its income in the normal way.

Approved investment trusts are able to elect to take advantage of modified UK tax treatment in respect of their "qualifying interest income" for an accounting period (referred to here as the "streaming" regime). Under such treatment, the Company may (assuming it is approved as an investment trust) designate as an "interest distribution" all or part of the amount it distributes to Shareholders as dividends, to the extent that it has "qualifying interest income" for the accounting period. Were the Company to designate any dividend it pays in this manner, it would be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting period. It is expected that the majority of the Company's income will be qualifying interest income rather than dividend income.

In principle, the Company will be liable to UK corporation tax on its dividend income. However, there are broad-ranging exemptions from this charge which would be expected to be applicable in respect of most dividends it receives.

2. SHAREHOLDERS

2.1 Taxation of dividends – individuals

Interest distributions

The following statements in this paragraph summarise the expected UK tax treatment for individual Shareholders who receive dividends in respect of their Shares which are designated as interest distributions and thus subject to the streaming regime.

If the Directors were to elect for the streaming regime to apply, a UK resident individual Shareholder receiving a dividend designated by the Company as an interest distribution would be treated for tax purposes as receiving a payment of interest. Such a Shareholder would be subject to UK income tax at the rates of 20 per cent., 40 per cent. or 45 per cent., depending on the level of the Shareholder's

income. Such distributions would generally be paid to the individual Shareholder after the deduction of 20 per cent. income tax.

An individual Shareholder who is not UK tax resident should generally be entitled to receive dividends designated as interest distributions without deduction of UK tax, provided the Company has received the necessary declarations of non-residence.

Dividends which are not designated as "interest distributions"

The following statements in this paragraph summarise the expected UK tax treatment for individual Shareholders who receive dividends in respect of their Shares which are not subject to the streaming regime.

The Company is not required to withhold UK tax when paying a dividend on the Shares.

UK resident individual Shareholders will be liable to income tax on the amount of any dividends received. Such individual Shareholders will be entitled to a £ 5,000 annual tax free dividend allowance (tax year 2016/2017). Dividends received in excess of this threshold will be taxed, for the tax year 2016/2017, at 7.5 per cent. (basic rate taxpayers), 32.5 per cent. (higher rate taxpayers) and 38.1 per cent. (additional rate taxpayers).

2.2. Taxation of dividends – companies

Interest distributions

The following statements in this paragraph summarise the expected UK tax treatment for Shareholders within the charge to UK corporation tax who receive dividends in respect of their Shares which are designated as interest distributions and thus subject to the streaming regime.

The Company will not generally be required to withhold UK tax when paying a dividend on the Shares where the recipient of the dividend is a company (whether UK resident or not).

If the Directors were to elect for the streaming regime to apply, a Shareholder within the charge to UK corporation tax receiving a dividend designated by the Company as an interest distribution would be treated for tax purposes as receiving interest under a creditor loan relationship. Accordingly, such a Shareholder would be subject to corporation tax in respect of the distribution.

Dividends which are not designated as "interest distributions"

The Company is not required to withhold UK tax when paying a dividend on the Shares.

Shareholders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation of dividends) will not generally be subject to UK corporation tax on dividends paid by the Company on the Shares.

Other Shareholders within the charge to UK corporation tax will not be subject to corporation tax on dividends paid by the Company on the Shares so long as the dividends fall within an exempt class and certain conditions are met. Although it is likely that dividends paid by the Company on the Shares would qualify for exemption from corporation tax, it should be noted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholders should therefore consult their own professional advisers where necessary.

2.3 Taxation of disposals

General

A disposal of Shares by a Shareholder who is resident in the UK for tax purposes may, depending on the Shareholder's circumstances, and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.

UK resident individuals are, for each tax year, entitled to an exemption from capital gains tax for a specified amount of gains realised in that tax year. The current annual exempt amount (for the tax year 2016/17) is £11,100.

For Shareholders within the charge to corporation tax, indexation allowance may reduce the amount of any chargeable gain arising on a disposal of Shares (but cannot give rise to or increase the amount of an allowable loss).

Shareholders that are not resident in the UK for tax purposes (and not only temporarily non-resident) will not generally be subject to UK taxation of chargeable gains on a disposal of their Shares, provided that their Shares are not and have not been acquired, held or used in or for the purposes of any trade, profession or vocation carried on by the Shareholder in the UK through a branch, agency or permanent establishment. It should however be noted that, in certain circumstances, an individual Shareholder who is only temporarily non-UK resident may, on re-establishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence.

Buy-backs of Shares

A buy-back of Shares by the Company which is not effected through the "matched bargain" mechanism will generally be treated for tax purposes as giving rise to both: (i) a disposal by the Shareholder of the Shares for the purposes of UK capital gains tax or, in the case of corporate shareholders, corporation tax on chargeable gains; and (ii) to the extent that proceeds of the buy-back exceed the amount which is treated for tax purposes as paid-in share capital attributable to the Shares, a distribution by the Company to the Shareholder (the "distribution element"). Shareholders should note that the amount treated for tax purposes as paid-in share capital attributable to the Shares may be less than the amount paid by the Shareholder for those shares. The distribution element will generally be taxed as if it were a dividend (please refer to the discussion above for further detail as to the tax treatment of dividends).

For UK resident individual Shareholders, this means that the distribution element will be subject to income tax. However, to the extent that the buy-back proceeds are subject to income tax in this way, they will not be taken into account in the capital gains tax calculation.

For UK resident corporate Shareholders, the distribution element should generally be exempt from corporation tax on income (provided that, as discussed above, the distribution falls into an exempt class and any other relevant conditions are met). The exempt distribution element would generally fall to be taken into account in the calculation of any chargeable gains subject to corporation tax.

Shareholders should note that the discussion above in relation to buybacks of Shares is general in nature and that there are a number of detailed rules which, depending on the circumstances, may affect the tax treatment of buy-backs for particular Shareholders. The statements above may not apply to buybacks effected through the "matched bargain" mechanism, which may instead fall to be treated as a normal sale to a third party in the market. Shareholders should therefore seek independent professional advice as to the tax consequences of any proposed buy-back of Shares.

2.4 ISAs

Shares acquired pursuant to the Initial Offer for Subscription or pursuant to each Subsequent Offer for Subscription or in the secondary market (but not Shares acquired directly under a Placing Only Issue or as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy) should qualify for inclusion in an ISA, subject to applicable subscription limits. Investments held in ISAs will be free of UK tax on both capital gains and income. Individuals wishing to invest in Shares through an ISA should contact their professional advisers.

2.5 Lifetime ISAs

Shares acquired pursuant to the Initial Offer for Subscription or pursuant to each Subsequent Offer for Subscription or in the secondary market (but not Shares acquired directly under a Placing Only Issue or as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy) should, from April 2017 (or from such later date as Lifetime ISAs may become available) qualify for inclusion in a Lifetime ISA, subject to applicable subscription limits. Investments held in Lifetime ISAs will be free of UK tax on both capital gains and income. Individuals wishing to invest in Shares through a Lifetime ISA should contact their professional advisers.

2.6 Stamp Duty and Stamp Duty Reserve Tax

The following comments in relation to UK stamp duty and SDRT apply to Shareholders wherever they are resident or domiciled. They are intended only as a general guide and (except to the extent stated) do not relate to persons such as market makers, brokers, dealers, intermediaries or persons connected with depositary arrangements or clearance services, to whom special rules may apply.

The Share Issuance Programme

The issue of Shares pursuant to the Share Issuance Programme will not give rise to stamp duty or SDRT.

Subsequent transfers of Shares

Stamp duty at the rate of 0.5 per cent. (rounded up to the nearest £5) of the amount or value of the consideration given will generally be payable in respect of an instrument transferring Shares. An exemption from stamp duty is available for instruments transferring shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by it does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.

A charge to SDRT will also arise in respect of an unconditional agreement to transfer Shares (at the rate of 0.5 per cent. of the amount or value of the consideration for the Shares). However, if an instrument of transfer is executed in pursuance of the agreement and duly stamped within six years of the date on which the agreement became unconditional, the SDRT charge will generally be cancelled and any SDRT which has already been paid can generally be reclaimed.

The liability to pay stamp duty or SDRT is normally satisfied by the purchaser or transferee.

Shares held through CREST

Paperless transfers of Shares within CREST are generally subject to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the system. Deposits of Shares into CREST will generally not be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration in money or money's worth, in which case a liability to SDRT will arise, usually at the rate of 0.5 per cent. of the amount or value of the consideration.

Shares held through clearance services or depositary receipt arrangements

Special rules apply where Shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts within Section 67 or Section 93 of the Finance Act 1986 or a person providing a clearance service within Section 70 or Section 96 of the Finance Act 1986, under which SDRT or stamp duty may be charged at a rate of 1.5 per cent. Following litigation, HMRC have confirmed that they will no longer seek to apply the 1.5 per cent. SDRT charge on an issue of shares into a clearance service or depositary receipt arrangement on the basis that the charge is not compatible with EU law. HMRC's view is that the 1.5 per cent. SDRT or stamp duty charge will continue to apply to transfers of shares into a clearance service or depositary receipt arrangement unless they are an integral part of an issue of share capital. This view is currently being challenged in further litigation.

2.7 Information reporting

The UK has entered into international agreements with a number of jurisdictions which provide for the exchange of information in order to combat tax evasion and improve tax compliance. These include, but are not limited to, an Inter-governmental Agreement with the US in relation to FATCA and International Tax Compliance Agreements with Guernsey, Jersey, the Isle of Man and Gibraltar. In connection with such international agreements the Company may, among other things, be required to collect and report to HMRC certain information regarding Shareholders and other account holders of the Company and HMRC may pass this information on to tax authorities in other jurisdictions in accordance with the relevant international agreements.

PART 6

GENERAL INFORMATION

1 THE COMPANY

1.1 The Company was incorporated in England and Wales on 27 September 2016 with registered number 10395804 as a public company limited by shares under the Companies Act. The Company was incorporated with the name TOC Property Backed Lending Trust PLC. The Company has an indefinite life.

1.2 The principal place of business and the registered office of the Company is Keel House, Garth Heads, Newcastle upon Tyne NE1 2JE with telephone number 0191 222 0099.

1.3 The principal legislation under which the Company operates is the Companies Act. The Company will not be regulated as a collective investment scheme by the FCA. However, from Initial Admission, the Ordinary Shares will be admitted to the premium listing segment of the Official List and to trading on the Main Market. The Company and Shareholders will be subject to, inter alia, the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR.

1.4 The Company has not commenced operations since incorporation and, as at the date of this Registration Document, no financial statements have been made up and no dividends have been declared by the Company.

1.5 On 28 September 2016, the Company was granted a certificate under Section 761 of the Companies Act entitling it to commence business and to exercise its borrowing powers.

1.6 The Company has given notice to the Registrar of Companies of its intention to carry on business as an investment company pursuant to Section 833 of the Companies Act.

1.7 The Company is domiciled in England and Wales and, as at the date of this Registration Document does not have any employees and does not own any premises.

1.8 The Company intends at all times to conduct its affairs so as to enable it to qualify as an investment trust for the purposes of sections 1158 and 1159 (and regulations made thereunder) of the CTA 2010. In summary, the conditions that must be met for approval as an investment trust are:

(a) the Company must not be a close company at any time during any accounting period in which it is approved as an investment trust;

(b) each class of the Company's ordinary share capital is admitted to trading on a regulated market;

(d) the business of the Company must consist of investing its funds in shares, land or other assets with the aim of spreading investment risk and giving Shareholders the benefit of the results of the management of its funds; and

(e) the Company must not be a venture capital trust or a UK REIT within the meaning of the CTA 2010.

2 SUBSIDIARIES

2.1 The Company has no subsidiaries or subsidiary undertakings.

3 SHARE CAPITAL

3.1 On incorporation, one Ordinary Share was issued at one penny (fully paid) for the purposes of incorporation to the Investment Adviser as the subscriber to the Company's memorandum of association. On 27 September 2016, 50,000 Management Shares were issued at par (fully paid) to the Investment Adviser.

3.2 Set out below is the issued share capital of the Company: (i) as at the date of this Registration Document; and (ii) immediately following the Initial Issue and completion of the transfer of the Initial Portfolio (assuming 16,601,000 Ordinary Shares are issued in the Initial Issue):

	Ordinary Shares		Management Shares
	Aggregate nominal value	Number	Aggregate nominal value	Number
(i) As at the date of this Registration Document	£0.01	1	£50,000	50,000
(ii) Immediately following Initial Issue*	£166,010.00	16,601,000	-	-

All Ordinary Shares will be fully paid at Initial Admission. The Management Shares will be redeemed at par immediately following Initial Admission out of the proceeds of the Initial Issue. The Ordinary Shares are not redeemable. No C Shares are being issued pursuant to the Initial Issue.

3.3 The effect of the Initial Issue will be to increase the net assets of the Company. On the assumption that the Gross Issue Proceeds are c.£16.6 million, the Initial Issue is expected to increase the net assets of the Company by c.£16.1 million. The Initial Issue is expected to be earnings enhancing.

3.4 By ordinary and special resolutions passed on 19 December 2016:

(a) the Directors were generally and unconditionally authorised in accordance with Section 551 of the Companies Act to exercise all the powers of the Company to allot Ordinary Shares up to an aggregate nominal amount of £150,000, in connection with the acquisition of the Initial Portfolio, such authority to expire at the first annual general meeting of the Company save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired;

(b) the Directors were generally and unconditionally authorised in accordance with Section 551 of the Companies Act to exercise all the powers of the Company to allot up to 150 million Ordinary Shares and/or 150 million C Shares, such authority to expire at the later of the third annual general meeting of the Company and 31 May 2020 save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares and/or C Shares in pursuance of such an offer or agreement as if such authority had not expired;

(c) the Directors were generally empowered (pursuant to Section 570 of the Companies Act) to allot Ordinary Shares and/or C Shares and to sell Ordinary Shares and/or C Shares from treasury for cash pursuant to the authority referred to in paragraph 3.4(b) above as if Section 561 of the Companies Act did not apply to any such allotment, such power to expire at the later of the conclusion of the third annual general meeting of the Company and 31 May 2020, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the Ordinary Shares and/or C Shares to be allotted and/or transferred after such expiry and the Directors may allot and/or transfer Ordinary Shares and/or C Shares in pursuance of such an offer or agreement as if such power had not expired;

(d) conditionally upon the issue of Ordinary Shares by the Company pursuant to the Initial Issue and the acquisition of the Initial Portfolio, and the payment up in full thereof, it was resolved that the amount standing to the credit of the share premium account of the Company following completion of the Initial Issue and the acquisition of the Initial Portfolio, be cancelled; and

(e) the Company was authorised in accordance with Section 701 of the Companies Act to make market purchases (within the meaning of Section 693(4) of the Companies Act) of Ordinary Shares provided that the maximum number of Ordinary Shares authorised to be purchased is 14.99 per cent. of the Ordinary Shares in issue immediately following completion of the Initial Issue. The minimum price which may be paid for an Ordinary Share is £0.01. The maximum price which may be paid for an Ordinary Share must not be more than the higher of: (i) 5 per cent. above the average of the mid-market value of the Ordinary Shares for the five Business Days before the purchase is made; or (ii) the higher of the last independent trade and the highest current independent bid for Ordinary Shares. Such authority will expire on the conclusion of the first annual general meeting of the Company save that the Company may contract to purchase Ordinary Shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase Ordinary Shares in pursuance of such contract.

3.5 The provisions of Section 561(1) of the Companies Act (which, to the extent not disapplied pursuant to Sections 570 and 573 of the Companies Act, confer on Shareholders rights of preemption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to issues by the Company of equity securities save to the extent disapplied as mentioned in paragraph 3.4 above.

3.6 The Companies Act abolished the requirement for companies incorporated in England and Wales to have an authorised share capital. Furthermore, the Articles do not contain a provision expressly limiting the number of Ordinary Shares or C Shares that can be issued by the Company.

3.7 In accordance with the power granted to the Directors by the Articles, it is expected that the Shares will be allotted (conditionally upon Initial Admission) pursuant to a resolution of the Board to be passed shortly before Initial Admission in accordance with the Companies Act.

3.8 Save as disclosed in this paragraph 3, no share or loan capital of the Company has since the date of incorporation of the Company been issued or been agreed to be issued, fully or partly paid, either for cash or for a consideration other than cash, and no such issue is now proposed.

3.9 The Company has not granted any options over its share or loan capital which remain outstanding and has not agreed, conditionally or unconditionally to grant any such options and no convertible securities, exchangeable securities or securities with warrants have been issued by the Company.

3.10 All of the Ordinary Shares and C Shares will be in registered form and will be eligible for settlement in CREST. Temporary documents of title will not be issued.

4 INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS

4.1 The Directors and their associates intend to subscribe for Ordinary Shares pursuant to the Initial Issue in the amounts set out below:

Director	Number of Ordinary Shares	% of issued Ordinary Share capital*
Stephen Coe	15,000	0.09

Assuming Gross Issue Proceeds of c.£16.6 million.

Save as disclosed in this paragraph 4.1, immediately following Initial Admission, no Director will have any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.

4.2 No amount has been set aside or accrued by the Company to provide pensions, retirement or other similar benefits.

4.3 None of the Directors has, or has had, an interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company or that has been effected by the Company since its incorporation.

4.4 The Company has not made any loans to the Directors which are outstanding, nor has it ever provided any guarantees for the benefit of any Director or the Directors collectively.

4.5 Over the five years preceding the date of this Registration Document, the Directors hold or have held the following directorships (apart from their directorships of the Company) or memberships of administrative, management or supervisory bodies and/or partnerships:

Name	Current	Previous
Stephen Coe	Building Block Ins PCC Ltd	ACP Capital (Cyprus) Limited
	Caledonian Properties	ACP Capital Limited
	Holdings Limited	APQ Investments Limited
	Care Home Properties Limited	APQ Limited
	Cyan Limited	Belasko Administration Limited
	European Real Estate	Belasko Corporate 2 Limited
	Investment Trust Limited	Belasko Corporate Limited
	Greenfield Holdings Limited	Belasko Shareholdings Limited
	Greenfield Master IPCO Limited	Belasko Trustees Limited
	Hamilton Corporate	Black Sea Property Fund Limited
	Finance (Guernsey) Limited	Callidus PTE Ltd
	HCHP Limited	European Portfolio (General Partner) Limited
	Healthcare Finance Limited	European Portfolio (GP) Ltd
	Healthcare Holdings Limited	HCF Guernsey Limited
	Healthcare Property	Health Care real Estate Investors Limited
	Holdings Limited	HIC Limited
	Healthcare Property	HICS Limited
	Investments Limited	Isis Property Holdings Limited
	Healthcare Real Estate	Isis Property Trust Limited
	Holdings Limited	Jockgrim Limited
	HH Properties Limited	Kolar Gold Limited
	HHLC Limited	Leopard Guernsey Azambuja Limited
	HIHP Limited	Leopard Guernsey Carterton Limited
	HREHL Holdco Limited	Leopard Guernsey DC Limited
	HHTC Limited	Leopard Guernsey Doncaster Limited
	La Gaude Investments	Leopard Guernsey Garstang Limited
	Laertes Corporate Funding Limited	Leopard Guernsey Gatwick Limited
	Lattice Group Holdings Limited	Leopard Guernsey Gernany 1 Limited
	Leaf Clean Energy Company	Leopard Guernsey Garstang Limited
	Leopard Germany Master	Leopard Guernsey Gernay 2 Limited
	Holding Company Sarl	Leopard Guernsey Greenvich 2 Limited
	Leopard Holding Guernsey Limited	Leopard Guernsey Gernany 2 Limited
	Matrix EPH 2 Sarl	Leopard Guernsey Halesowen Limited
	Matrix EPH Sarl	Leopard Guernsey Halesowen Limited
	Matrix European Property Espana 2 SL	Leopard Guernsey Halesowen Limited
	Matrix European Property Espana 3 SL	Leopard Guernsey Halesowen Limited
	Matrix German Portfolio No 1	Leopard Guernsey Halesowen Limited
	Verwaltungs GmbH	Leopard Guernsey Halesowen Limited
	Polonius 2 Limited	Leopard Guernsey Halesowen Limited
	Polonius Limited	Leopard Guernsey Halesowen Limited
	Raven Russia Limited	Leopard Guernsey Halesowen Limited
	South African Properties Opportunity plc	Leopard Guernsey Holding GP1 Limited
	Specialised Care Properties Limited	Leopard Guernsey Mile End Limited
	Supported Living Limited	Leopard Guernsey MS Limited
	Totemic Insurance Limited

Name	Current	Previous
Stephen Coe	Trikona Trinity Capital Plc
Weiss Korea Opportunity Fund
Limited	Leopard Guernsey Old Street Holding Limited
Leopard Guernsey Old Street Limited
Leopard Guernsey Portfolio 1 Limited
Leopard Guernsey SBB Limited
Leopard Guernsey SBB Limited
Leopard Guernsey Greenwich GP Limited
Leopard Holding Company S.à r.l
Leopard Holding Germany 1 S.à r.l
Leopard Holding Germany 1 S.à r.l
LG Master Holding Company sarl
Matrix Austria Holdings One Sarl
Matrix Europa GmbH
Matrix German Portfolio No 1
Dusseldorf Sarl
Matrix German Portfolio No 1 GmbH & Co KG
Matrix German Portfolio No 1
Kaiserslautern Sarl
Matrix German Portfolio No 1
Munster Sarl
Matrix German Portfolio No1 Celle Sarl
Matrix Leiden BV
Matrix St Etienne Holdco SARL
Matrix St Etienne Propco SARL
Matrix St Laurent de Mure SARL
Matrix German Portfolio No1
Frankfurt Sarl
MEPV Finance Company Sarl
Mortgage Income Strategies limited
Mosaic Property CEE Limited
Old Street GP (Guernsey) Limited
St Andrews Healthcare Pty
Strategic Equity Income Limited
Trikona Trinity Capital Mauritius limited
Victoria Capital PCC Limited
Viola leasing Limited
Zenprop 888 Guernsey Management Limited
Stephen Black	Buckley Burnett (Developments)
Limited
Citymet Hotels Limited
Tier One Capital Ltd
Tier One Capital Corporate Finance Limited
Tier One Capital Investments Limited
T1C Nominees Ltd
Watson and Sons (Holdings) Ltd
Gatsby Homes Limited
Thursby Homes Limited
Rare Earth Medburn Limited	Cascade Cash Management Ltd (dissolved)
Dinosaur Emporium Ltd. (dissolved)
Discovery Park Holdings Limited (dissolved)
Morgans of Mayfair Limited (dissolved)
Proton Cancer Therapy Ltd (dissolved)
Northumbria Associates Ltd

Name	Current	Previous
Stephen Black	Inperpetuity Limited
Dinosauria Limited
Quartztec Europe Limited
Quartztec Holdings Limited
Commerce Chambers Ltd
Rare Earth Developments Ltd
Pendower Hall Ltd.
Professional Real Estate Finance
Company Limited
Credit Direct Ltd
Cascade Cash Management Limited
Douglas Noble	-	-
Matt Harris	-	FTI Consulting LLP
KPMG LLP

4.6 The Directors in the five years before the date of this Registration Document:

(a) do not have any convictions in relation to fraudulent offences;
(b) have not been associated with any bankruptcies, receiverships or liquidations of any partnership or company through acting in the capacity as a member of the administrative, management or supervisory body or as a partner, founder or senior manager of such partnership or company; and
(c) do not have any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a member of the administration, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.

4.7 Save as disclosed in the section entitled "Conflicts of interest" at paragraph 7 of Part 4 of this Registration Document, as at the date of this Registration Document, none of the Directors has any conflict of interest or potential conflict of interest between any duties to the Company and their private interests and/or other duties.
4.8 The Company intends to maintain directors' and officers' liability insurance on behalf of the Directors at the expense of the Company.
4.9 As at the date of this Registration Document, insofar as is known to the Company, there are no parties known to have a notifiable interest under English law in the Company's capital or voting rights.
4.10 On Initial Admission and following completion of the transfer of the Initial Portfolio, in so far as is known to the Company, the following persons will hold, directly or indirectly, three per cent. or more of the Ordinary Shares:

Name	No. of Ordinary Shares	Percentage of issued ordinary share capital*
Mr. B Thompson	2,125,000	12.80%
Preston Transport Limited	1,700,000	10.24%
Mr. H and Mrs M Gibson	645,000	3.89%
Mr. AJ and Mrs A Beardsmore	500,000	3.01%
Mr. P and Mrs S Beecroft	500,000	3.01%
The Trustees of the William Young Deceased Will Trust	500,000	3.01%

Assuming 16,601,000 Ordinary Shares are issued pursuant to the Initial Issue.

4.11 All holders of Ordinary Shares have the same voting rights in respect of the share capital of the Company.
4.12 Pending the allotment of Ordinary Shares pursuant to the Initial Issue and the Initial Portfolio Transfer Agreements, the Company is controlled by the Investment Adviser, as described in paragraph 3.1 of this Part 6 above. The Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.

4.13 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

5 DIRECTORS' APPOINTMENT LETTERS

5.1 No Director has a service contract with the Company, nor are any such contracts proposed.

5.2 Each Director has entered into a letter of appointment with the Company. The Directors' appointments can be terminated in accordance with the Articles and without compensation. All Directors are subject to retirement by rotation in accordance with the Articles. There is a three month notice period specified in the letters of appointment for the removal of Directors. The Articles provide that the office of Director shall be terminated by, amongst other things: (i) written resignation; (ii) unauthorised absences from board meetings for six consecutive months or more; or (iii) written request of all of the other Directors.

5.3 Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. Details of the remuneration for the Directors as at the date of this Registration Document is as follows:

Director	Fee (£)**	Appointment date
Stephen Coe	30,000	19 December 2016
Stephen Black*	30,000	27 September 2016
Douglas Noble	30,000	19 December 2016
Matt Harris	30,000	19 December 2016

Stephen Black, as a non-independent Director, has agreed to waive his fee for so long as he is interested in the Investment Adviser.
** The fee payable to each director will increase to £40,000 when the Net Asset Value reaches £50 million.

5.4 The Directors are also entitled to out-of-pocket expenses incurred in the proper performance of their duties. The aggregate remuneration and benefits in kind of the Directors in respect of the Company's accounting period ending 30 November 2017 which will be payable out of the assets of the Company are not expected to exceed £100,000.

6 THE ARTICLES

The Articles contain provisions, inter alia, to the following effect:

6.1 Objects/purposes

The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.

6.2 Voting rights

(a) Subject to the provisions of the Companies Act, to any special terms as to voting on which any shares may have been issued or may from time-to-time be held and to any suspension or abrogation of voting rights pursuant to the Articles, at any general meeting, every member who is present in person shall, on a show of hands, have one vote, every proxy who has been appointed by a member entitled to vote on the resolution shall, on a show of hands, have one vote and every member present in person or by proxy shall, on a poll, have one vote for each share of which he is a holder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or vest all the votes he uses the same way. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

with any other person, together with interest and expenses (if any) payable by him to the Company or if he, or any other person whom the Company reasonably believes to be interested in such shares, has been issued with a notice pursuant to the Companies Act requiring such person to provide information about his interests in the Company's shares and has failed in relation to any such shares to give the Company the required information within 14 days.

(c) For so long as the Listing Rules apply to the Company and require a vote of the members to be undertaken, only those members who hold Ordinary Shares shall be entitled to vote on the resolution to be proposed in accordance with the relevant provisions of the Listing Rules, save that should the Listing Rules require that only independent shareholders be entitled to vote, any member who exercises or controls either on its own or together with any person with whom it is acting in concert, 30 per cent. or more of the Ordinary Shares shall not be entitled to vote on the resolution of independent shareholders to be proposed in accordance with the relevant provisions of the Listing Rules.

6.3 Dividends

(a) Subject to the provisions of the Companies Act and of the Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

(b) Subject to the provisions of the Companies Act, the Board may declare and pay such interim dividends (including any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividends as well as on shares conferring preferential rights, unless at the time of payment any preferential dividend is in arrears. Provided that the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer by the lawful payment of any interim dividend on any shares ranking after those preferential rights.

(c) All dividends, interest or other sums payable and unclaimed for a period of 12 months after having become payable may be invested or otherwise used by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of 12 years after having become payable shall, if the Board so resolves, be forfeited and shall cease to remain owing by, and shall become the property of, the Company.

(d) The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.

(e) The Board may also, with the prior authority of an ordinary resolution of the Company and subject to the Articles and such terms and conditions as the Board may determine, offer to holders of shares the right to elect to receive shares of the same class, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.

(f) Unless the Board otherwise determines, the payment of any dividend or other money that would otherwise be payable in respect of shares will be withheld by the Company if such shares represent at least 0.25 per cent. in nominal value of their class and the holder, or any other person whom the Company reasonably believes to be interested in those shares, has been duly served with a notice pursuant to the Companies Act requiring such person to provide information about his interests in the Company's shares and has failed to supply the required information within 14 days. Furthermore such a holder shall not be entitled to elect to receive shares instead of a dividend.

6.4 Winding up

(a) If the Company is wound up the liquidator may, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act, divide among the shareholders in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as he may with the like sanction determine, but no shareholder shall be compelled to accept any shares or other securities upon which there is a liability.

(b) The Directors are required to propose on ordinary resolution that the Company continue its business as presently constituted (the “Continuation Resolution”) at the fifth annual general meeting of the Company; and at each third annual general meeting of the Company thereafter. If any Continuation Resolution is not passed, the Directors will formulate proposals to be put to Shareholders to reconstruct, reorganise or wind-up the Company.

6.5 Transfer of shares

(a) Subject to such of the restrictions in the Articles as may be applicable, each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register of members.

(b) The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless:

(i) it is in respect of a share which is fully paid up;

(ii) it is in respect of only one class of shares;

(iii) it is in favour of a single transferee or not more than four joint transferees;

(iv) it is duly stamped (if so required); and

(v) it is delivered for registration to the registered office for the time being of the Company or such other place as the Board may from time-to-time determine, accompanied (except in the case of (a) a transfer by a recognised person where a certificate has not been issued (b) a transfer of an uncertificated share or (c) a renunciation) by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so,

provided that the Board shall not refuse to register a transfer or renunciation of a partly paid share in certificated form on the grounds that it is partly paid in circumstances where such refusal would prevent dealings in such share from taking place on an open and proper basis on the market on which such share is admitted to trading. The Board may refuse to register a transfer of an uncertificated share in such other circumstances as may be permitted or required by the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) and the relevant electronic system.

their class, unless the member is not himself in default as regards supplying the information required and proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer, or unless such transfer is by way of acceptance of a takeover offer, in consequence of a sale on a recognised investment exchange or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded or is in consequence of a bona fide sale to an unconnected party.

(d) If the Board refuses to register a transfer of a share, it shall send the transferee notice of its refusal, together with its reasons for refusal, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company.

(e) No fee shall be charged for the registration of any instrument of transfer or any other document relating to or affecting the title to any shares.

(f) If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors (i) would cause the assets of the Company to be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA or the U.S. Code; or (ii) would or might result in the Company and/or its shares being required to register or qualify under the U.S. Investment Company Act and/or the U.S. Securities Act and/or the U.S. Securities Exchange Act 1934 and/or any laws of any state of the U.S. that regulate the offering and sale of securities; or (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the U.S. Securities Exchange Act 1934; or (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the U.S. Code; or (v) creates a significant legal or regulatory issue for the Company under the U.S. Bank Holding Company Act of 1956 (as amended) or regulations or interpretations thereunder, then any shares which the Directors decide are shares which are so held or beneficially owned ("Prohibited Shares") must be dealt with in accordance with paragraph 6.5(g) below. The Directors may at any time give notice in writing to the holder of a share requiring him to make a declaration as to whether or not the share is a Prohibited Share.

(g) The Directors shall give written notice to the holder of any share which appears to them to be a Prohibited Share requiring him within 21 days (or such extended time as the Directors consider reasonable) to transfer (and/or procure the disposal of interests in) such share to another person so that it will cease to be a Prohibited Share. From the date of such notice until registration for such a transfer or a transfer arranged by the Directors as referred to below, the share will not confer any right on the holder to receive notice of or to attend and vote at a general meeting of the Company and of any class of shareholder and those rights will vest in the Chairman of any such meeting, who may exercise or refrain from exercising them entirely at his discretion. If the notice is not complied with within 21 days to the satisfaction of the Directors, the Directors shall arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Share. The net proceeds of sale (after payment of the Company's costs of sale and together with interest at such rate as the Directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him of the relevant share certificate (if applicable).

(h) Upon transfer of a share the transferee of such share shall be deemed to have represented and warranted to the Company that such transferee is acquiring shares in an offshore transaction meeting the requirements of Regulation S and is not, nor is acting on behalf of: (i) a benefit plan investor and no portion of the assets used by such transferee to acquire or hold an interest in such share constitutes or will be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA; and/or (ii) a U.S. Person.

6.6 Variation of rights

such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the relevant class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the class duly convened and held in accordance with the Companies Act.

(b) The quorum at every such meeting shall be not less than two persons present (in person or by proxy) holding at least one-third of the nominal amount paid up on the issued shares of the relevant class (excluding any shares of that class held as treasury shares) and at an adjourned meeting not less than one person holding shares of the relevant class or his proxy.

6.7 Alteration of share capital

The Company may, from time to time, by ordinary resolution:

(a) authorise the Directors to increase its share capital by allotting new shares;

(b) consolidate and divide all or any of its share capital into shares of larger nominal amount than its existing shares;

(c) subject to the provisions of the Companies Act, sub-divide its shares or any of them, into shares of smaller nominal amount and may by such resolution determine that, as between the shares resulting from such a sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights or be subject to any such restrictions, as the Company has power to attach to new shares; and

(d) redenominate its share capital by converting shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency.

6.8 General meetings

(a) The Board may convene a general meeting (which is not an annual general meeting) whenever it thinks fit.

(b) A general meeting shall be convened by such notice as may be required by law from time-to-time.

(c) The notice of any general meeting shall include such statements as are required by the Companies Act and shall in any event specify:

(i) whether the meeting is convened as an annual general meeting or any other general meeting;

(ii) the place, the day, and the time of the meeting;

(iii) the general nature of the business to be transacted at the meeting;

(iv) if the meeting is convened to consider a special resolution, the text of the resolution and the intention to propose the resolution as such; and

(v) with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share held by the member) more proxies to attend and to speak and vote instead of the member and that a proxy need not also be a member.

(d) The notice shall be given to the members (other than any who, under the provisions of the Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Directors and the auditors and to any other person who may be entitled to receive it. The accidental omission to give or send notice of any meeting, or, in cases where it is intended that it be given or sent out with the notice, any other document relating to the meeting including an appointment of proxy to, or the non-receipt of either by, any person entitled to receive the same, shall not invalidate the proceedings at that meeting.

(e) The right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote, be represented by a proxy or proxies and have access to all documents which are required by the Companies Act or the Articles to be made available at the meeting.

(f) A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company. The Chairman of any general meeting may also invite any person to attend and speak at that meeting if he considers that this will assist in the deliberations of the meeting.

(g) No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Subject to the Articles, two persons entitled to attend and to vote on the business to be transacted, each being a member so entitled or a proxy for a member so entitled or a duly authorised representative of a corporation which is a member so entitled, shall be a quorum. If, at any time, there is only one person entitled to attend and to vote on the business to be transacted, such person being the sole member so entitled or a proxy for such sole member so entitled or a duly authorised representative of a corporation which is such sole member so entitled, shall be a quorum. The Chairman of the meeting may, with the consent of the meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time-to-time (or indefinitely) and from place to place as the meeting shall determine. Where a meeting is adjourned indefinitely, the Board shall fix a time and place for the adjourned meeting. Whenever a meeting is adjourned for 30 days or more or indefinitely, seven clear days' notice at the least, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, must be given in the same manner as in the case of the original meeting.

(h) A resolution put to a vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result on a show of hands) a poll is duly demanded. Subject to the provisions of the Companies Act, a poll may be demanded by:

(i) the chairman of the meeting;
(ii) at least five members having the right to vote on the resolution;
(iii) a member or members representing not less than five per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to shares held as treasury shares); or
(iv) member or members holding shares conferring the right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than ten per cent. of the total sum paid up on all the shares conferring that right (excluding any voting rights attached to shares in the Company conferring a right to vote on the resolution held as treasury shares).

6.9 Borrowing powers

Subject to the provisions of the Companies Act, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

6.10 Issue of shares

(a) Subject to the provisions of the Companies Act, and to any relevant authority of the Company required by the Companies Act, the Board may allot, grant options over, offer or otherwise deal with or dispose of any new shares or rights to subscribe for or convert any security into shares, at such times and generally on such terms and conditions as the Board may decide, provided that no share shall be issued at a discount.

(b) Subject to the provisions of the Companies Act and to any rights for the time being attached to any existing shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time-to-time by ordinary resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine and any share may be issued which is, or at the option of the Company or the holder of such share is liable to be, redeemed in accordance with the Articles or as the Directors may determine.

(c) The business of the Company shall be managed by the Directors who, subject to the provisions of the Companies Act, the Articles and to any directions given by special resolution to take, or refrain from taking, specified action, may exercise all the powers of the Company, whether relating to the management of the business or not. Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.

6.11 Directors' fees

(a) The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time-to-time determine (not exceeding in aggregate £400,000 per annum or such other sum as the Company in general meeting shall from time-to-time determine). Any such fees payable shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provision of the Articles or otherwise and shall accrue from day-to-day.

(b) The Directors are entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their duties as Directors.

6.12 Directors' interests

(a) The Board may authorise any matter proposed to it in accordance with the Articles which would, if not so authorised, involve a breach by a Director of his duty to avoid conflicts of interest under the Companies Act, including any matter which relates to a situation in which a Director has or can have an interest which conflicts, or possibly may conflict, with the interest of the Company (including the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it but excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest). This does not apply to a conflict of interest arising in relation to a transaction or arrangement with the Company. Any authorisation will only be effective if any quorum requirement at any meeting at which the matter was considered is met without counting the Director in question or any other interested Director and the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. The Board may impose limits or conditions on any such authorisation or may vary or terminate it at any time.

(b) Subject to having, where required, obtained authorisation of the conflict from the Board, a Director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a Director of the Company and in respect of which he has a duty of confidentiality to another person. In particular, a Director shall not be in breach of the general duties he owes to the Company under the Companies Act because he fails to disclose any such information to the Board or to use or apply any such information in performing his duties as a Director, or because he absents himself from meetings of the Board at which any matter relating to a conflict of interest, or possible conflict, of interest is discussed and/or makes arrangements not to receive documents or information relating to any matter which gives rise to a conflict of interest or possible conflict of interest and/or makes arrangements for such documents and information to be received and read by a professional adviser.

(c) Provided that his interest is disclosed at a meeting of the Board, or in the case of a transaction or arrangement with the Company, in the manner set out in the Companies Act, a Director, notwithstanding his office:

(i) may be a party to or otherwise be interested in any transaction or arrangement with the Company or in which the Company is otherwise interested;

(ii) may hold any other office or place of profit under the Company (except that of auditor of the Company or any of its subsidiaries) and

(iii) may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange;

(iv) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any company promoted by the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment; and

(v) shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any office or employment or from any transaction or arrangement or from any interest in any body corporate. No such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such profit, remuneration or any other benefit constitute a breach of his duty not to accept benefits from third parties.

(d) A Director need not declare an interest in the case of a transaction or arrangement with the Company if the other Directors are already aware, or ought reasonably to be aware, of the interest or it concerns the terms of his service contract that have been or are to be considered at a meeting of the Directors or if the interest consists of him being a director, officer or employee of a company in which the Company is interested.

(e) The Board may cause the voting rights conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit and a Director may vote on and be counted in the quorum in relation to any of these matters.

6.13 Restrictions on Directors voting

(a) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any transaction or arrangement in which he has an interest which is to his knowledge a material interest and, if he purports to do so, his vote shall not be counted, but this prohibition shall not apply in respect of any resolution concerning any one or more of the following matters:

(i) any transaction or arrangement in which he is interested by means of an interest in shares, debentures or other securities or otherwise in or through the Company;

(ii) the giving of any guarantee, security or indemnity in respect of money lent to, or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;

(iii) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(iv) the giving of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;

(v) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer he is or may be

entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

(vi) any proposal concerning any other body corporate in which he does not to his knowledge have an interest (as the term is used in Part 22 of the Companies Act) in one per cent. or more of the issued equity share capital of any class of such body corporate (calculated exclusively of any shares of that class in that company held as treasury shares) nor to his knowledge holds one per cent. or more of the voting rights which he holds as shareholder or through his direct or indirect holding of financial instruments (within the meaning of the Disclosure Guidance and Transparency Rules) in such body corporate;

(vii) any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;

(viii) any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors;

(ix) any proposal concerning the funding of expenditure by one or more Directors on defending proceedings against him or them, or doing anything to enable such Director or Directors to avoid incurring such expenditure; or

(x) any transaction or arrangement in respect of which his interest, or the interest of Directors generally has been authorised by ordinary resolution.

(b) A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested.

6.14 Number of Directors

Unless and until otherwise determined by an ordinary resolution of the Company, the number of Directors (other than alternate Directors) shall be not less than two and the number is not subject to a maximum.

6.15 Directors' appointment and retirement

(a) Each Director shall retire from office at the third annual general meeting after the annual general meeting or general meeting (as the case may be) at which he was previously appointed. A Director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to act, be re-appointed.

(b) Any Director who has held office with the Company, other than employment or executive office, and who, at the date of the annual general meeting, has held such office for nine years or more, shall be subject to re-appointment at each annual general meeting.

6.16 Notice requiring disclosure of interest in shares

(a) The Company may, by notice in writing under section 793 of the Companies Act, require a person whom the Company knows to be, or has reasonable cause to believe is, interested in any shares or at any time during the three years immediately preceding the date on which the notice is issued to have been interested in any shares, to confirm that fact or (as the case may be) to indicate whether or not this is the case and to give such further information as may be required by the Directors. Such information may include, without limitation, particulars of the person's identity, particulars of the person's own past or present interest in any shares and to disclose the identity of any other person who has a present interest in the shares held by him, where the interest is a present interest and any other interest, in any shares, which subsisted during that three year period at any time

when his own interest subsisted to give (so far as is within his knowledge) such particulars with respect to that other interest as may be required and where a person's interest is a past interest to give (so far as is within his knowledge) like particulars for the person who held that interest immediately upon his ceasing to hold it.

(b) If any shareholder is in default in supplying to the Company the information required by the Company within the prescribed period (which is 14 days after service of the notice), or such other reasonable period as the Directors may determine, the Directors in their absolute discretion may serve a direction notice on the shareholder. The direction notice may direct that in respect of the shares in respect of which the default has occurred (the "default shares") the shareholder shall not be entitled to vote in general meetings or class meetings. Where the default shares represent at least 0.25 per cent. in nominal value of the class of shares concerned, the direction notice may additionally direct that dividends on such shares will be retained by the Company (without interest) and that no transfer of the default shares (other than a transfer authorised under the Articles) shall be registered until the default is rectified.

6.17 Untraced shareholders

Subject to the Articles, the Company may sell any shares registered in the name of a member if and provided that during the period of 12 years immediately prior to the date of the publication of the advertisement of an intention to make such a disposal the Company has paid at least three cash dividends on the shares and no cash dividend payable on the share has either been claimed or cashed. Until the Company can account to the member, the net proceeds of sale will be available for use in the business of the Company or for investment, in either case at the discretion of the Board. The proceeds will not carry interest.

6.18 Indemnity of Officers

Subject to the provisions of the Companies Act, but without prejudice to any indemnity to which he may otherwise be entitled, every past or present Director (including an alternate Director) or officer of the Company or a director or officer of an associated company (except the auditors or the auditors of an associated company) may at the discretion of the Board be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company or of an associated company, or in connection with the activities of the Company, or of an associated company, or as a trustee of an occupational pension scheme (as defined in Section 235(6) Companies Act). In addition the Board may purchase and maintain insurance at the expense of the Company for the benefit of any such person indemnifying him against any liability or expenditure incurred by him for acts or omissions as a Director or officer of the Company (or of an associated company).

6.19 Management Shares

The Management Shares can be redeemed at any time (subject to the provisions of the Companies Act) by the Company for an amount equal to their nominal value and carry the right to receive a fixed annual dividend equal to 0.01 per cent. of the nominal amount of each of the shares payable on demand. The holders of the Management Shares will not have any right to receive notice of or vote at any general meeting of the Company.

6.20 C Shares and Deferred Shares

The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.

(a) The following definitions apply for the purposes of this paragraph only:

"Calculation Date" means, in relation to any tranche of C Shares, the earliest of the:

(i) close of business on the date to be determined by the Directors occurring not more than 10 Business Days after the day on which the Manager shall have given notice

to the Directors that at least 85 per cent. of the Net Proceeds (or such other percentage as the Directors and Manager shall agree) shall have been invested; or

(ii) close of business on the date falling six calendar months after the allotment of that tranche of C Shares or if such a date is not a Business Day the next following Business Day; or
(iii) the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obligations in respect of Conversion of that tranche of C Shares; or
(iv) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are in contemplation in relation to any tranche of C Shares;

"Conversion" means conversion of any tranche of C Shares into Shares and Deferred Shares in accordance with paragraph (i) below;

"Conversion Date" means, in relation to any tranche of C Shares, the close of business on such Business Day as may be selected by the Directors falling not more than 10 Business Days after the Calculation Date of such tranche of C Shares;

"Conversion Ratio" is the ratio of the net asset value per C Share of the relevant tranche to the net asset value per Share, which is calculated as:

$$
\text{Conversion Ratio} = \frac{A}{B}
$$

$$
A = \frac{C - D}{E}
$$

$$
B = \frac{F - G}{H}
$$

where:

"C" is the aggregate of:

(i) the value of the investments of the Company attributable to the C Shares of the relevant tranche (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed, quoted, dealt in or traded on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices marked for, those investments on the relevant Calculation Date on the principal stock exchange or market where the relevant investment is listed, quoted, dealt in or traded, as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available;
(ii) the value of all other investments of the Company attributable to the C Shares of the relevant tranche (other than investments included in (i) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the relevant Calculation Date after taking into account any other price publication services reasonably available to the Directors; and
(iii) the amount which, in the Directors' opinion, fairly reflects, on the relevant Calculation Date, the value of the current assets of the Company attributable to the C Shares of the relevant tranche (excluding the investments valued under (i) and (ii) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

"D" is the amount (to the extent not otherwise deducted from the assets attributable to the C Shares of the relevant tranche) which, in the Directors' opinion, fairly reflects the amount

of the liabilities of the Company attributable to the C Shares of the relevant tranche on the relevant Calculation Date;

"E" is the number of C Shares of the relevant tranche in issue on the relevant Calculation Date;

"F" is the aggregate of:

(iv) the value of all the investments of the Company attributable to the Shares (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed, quoted, dealt in or traded on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices marked for, those investments on the relevant Calculation Date on the principal stock exchange or market where the relevant investment is listed, quoted, dealt in or traded as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available; and

(v) the value of all other investments of the Company attributable to the Shares (other than investments included in (i) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the relevant Calculation Date after taking into account any other price publication services reasonably available to the Directors; and

(vi) the amount which, in the Directors' opinion, fairly reflects, on the relevant Calculation Date, the value of the current assets of the Company attributable to the Shares (excluding the investments valued under (i) and (ii) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

"G" is the amount (to the extent not otherwise deducted in the calculation of F) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the Shares on the relevant Calculation Date; and

"H" is the number of Shares in issue on the relevant Calculation Date (excluding any Shares held in treasury),

provided that the Directors shall make such adjustments to the value or amount of A and B as the Directors believe to be appropriate having regard among other things, to the assets of the Company immediately prior to the date on which the Company first receives the Net Proceeds relating to the C Shares of the relevant tranche and/or to the reasons for the issue of the C Shares of the relevant tranche;

"Deferred Shares" means deferred shares of one pence each in the capital of the Company arising on Conversion;

"Existing Shares" means the Shares in issue immediately prior to Conversion;

"Force Majeure Circumstances" means, in relation to any tranche of C Shares (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue the C Shares of the relevant tranche with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever shall happen earliest; and

"Net Proceeds" means the net cash proceeds of the issue of any tranche of C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).

References to Shareholders, C shareholders and deferred shareholders should be construed as references to holders for the time being of Shares, C Shares of the relevant tranche and Deferred Shares respectively.

(b) The holders of the Shares, any tranche of C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights to be paid dividends:

(i) the Deferred Shares (to the extent that any are in issue and extant) shall entitle the holders thereof to a cumulative dividend at a fixed rate of one per cent. of the nominal amount thereof (the "Deferred Dividend") on the date six months after the Conversion Date on which such Deferred Shares were created in accordance with paragraph (i) (the "Relevant Conversion Date") and on each anniversary of such date payable to the holders thereof on the register of members on that date as holders of Deferred Shares but shall confer no other right, save as provided herein, on the holders thereof to share in the profits of the Company. The Deferred Dividend shall not accrue or become payable in any way until the date six months after the Relevant Conversion Date and shall then only be payable to those holders of Deferred Shares registered in the register of members of the Company as holders of Deferred Shares on that date. It should be noted that given the proposed redemption of the Deferred Shares as described below, it is not expected that any dividends will accrue or be paid on such shares;

(ii) the holders of any tranche of C Shares shall be entitled to receive in that capacity such dividends as the Directors may resolve to pay out of the assets attributable to the C Shares of that tranche and from profits available for distribution which is attributable to the C Shares of that tranche;

(iii) the Existing Shares shall confer the right to dividends declared in accordance with the Articles;

(iv) the Shares into which any tranche of C Shares shall convert shall rank pari passu with the Existing Shares for dividends and other distributions made or declared by reference to a record date falling after the relevant Calculation Date; and

(v) no dividend or other distribution shall be made or paid by the Company on any of its shares (other than any Deferred Shares for the time being in issue) between any Calculation Date and the relevant Conversion Date (both dates inclusive) and no such dividend shall be declared with a record date falling between any Calculation Date and the relevant Conversion Date (both dates inclusive).

(c) The holders of the Shares, any tranche of C Shares, the Deferred Shares and the Management Shares shall, subject to the provisions of the Articles, have the following rights as to capital:

(i) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase or redemption by the Company of any of its shares) at a time when one or more tranches of C Shares are for the time being in issue and prior to the Conversion Date be applied amongst the holders of the Existing Shares pro rata according to the nominal capital paid up on their holdings of Existing Shares, after having deducted therefrom:

(A) first, an amount equivalent to (C – D) for each tranche of C Shares in issue using the methods of calculation of C and D given in the definition of Conversion Ratio, which amount(s) shall be applied amongst the C shareholders of the relevant tranche(s) pro rata according to the nominal capital paid up on their holdings of C Shares of the relevant tranche;

(B) secondly, if there are Deferred Shares in issue, in paying to the holders of Deferred Shares one pence in aggregate in respect of every one million Deferred Shares (or part thereof) of which they are respectively the holders;

(C) thirdly, in paying to the holders of the Management Shares in respect of each such share the amount paid up or treated as paid up thereon,

for the purposes of this paragraph (c) the Calculation Date shall be such date as the liquidator may determine; and

(ii) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase or redemption by the Company of any of its shares) at a time when no C Shares of any tranche are for the time being in issue be applied as follows:

(A) first, if there are Deferred Shares in issue, in paying to the deferred shareholders one pence in aggregate in respect of every one million Deferred Shares (or part thereof) of which they are respectively the holders;

(B) secondly, there will be paid to the holders of the Management Shares in respect of each such share the amount paid up or treated as paid up thereon; and

(C) thirdly, the surplus shall be divided amongst the Shareholders pro rata according to the nominal capital paid up on their holdings of Shares.

(d) As regards voting:

(i) the C Shares shall carry the right to receive notice of and to attend and vote at any general meeting of the Company. The voting rights of holders of C Shares will be the same as that applying to holders of Existing Shares as set out in the Articles as if the C Shares and Existing Shares were a single class; and

(ii) the Deferred Shares shall not carry any right to receive notice of nor to attend or vote at any general meeting of the Company.

(e) The following shall apply to the Deferred Shares:

(i) the C Shares shall be issued on such terms that the Deferred Shares arising upon Conversion (but not the Shares arising on Conversion) may be redeemed by the Company in accordance with the terms set out herein;

(ii) immediately upon Conversion of any tranche of C Shares, the Company shall redeem all of the Deferred Shares which arise as a result of Conversion of that tranche for an aggregate consideration of one pence for all of the Deferred Shares so redeemed and the notice referred to in paragraph (i) below shall be deemed to constitute notice to each C Shareholder of the relevant tranche (and any person or persons having rights to acquire or acquiring C Shares of the relevant tranche on or after the Calculation Date) that the Deferred Shares shall be so redeemed; and

(iii) the Company shall not be obliged to: (i) issue share certificates to the deferred shareholders in respect of the Deferred Shares; or (ii) account to any deferred shareholder for the redemption moneys in respect of such Deferred Shares.

(f) Without prejudice to the generality of the Articles, for so long as any C Shares are for the time being in issue it shall be a special right attaching to the Existing Shares as a class and to the C Shares as a separate class that without the sanction or consent of such holders given in accordance with the Articles:

(i) no alteration shall be made to the Articles;

(ii) no allotment or issue will be made of any security convertible into or carrying a right to subscribe for any share capital of the Company other than the allotment or issue of further C Shares; and

(iii) no resolution of the Company shall be passed to wind-up the Company.

(g) For the avoidance of doubt but subject to the rights or privileges attached to any other class of shares, the previous sanction of a special resolution of the holders of Existing Shares and C Shares, as described above, shall not be required in respect of:

(i) the issue of further Shares ranking pari passu in all respects with the Existing Shares (otherwise than in respect of any dividend or other distribution declared, paid or made on the Existing Shares by the issue of such further Shares); or

(ii) the sale of any shares held as treasury shares (as such term is defined in section 724 of the Companies Act) in accordance with sections 727 and 731 of the Companies Act or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).

(h) For so long as any tranche of C Shares are for the time being in issue, until Conversion of such tranche of C Shares and without prejudice to its obligations under applicable laws the Company shall:

(i) procure that the Company's records, and bank and custody accounts shall be operated so that the assets attributable to the C Shares of that tranche can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall, without prejudice to any obligations pursuant to applicable laws, procure that separate cash accounts, broker settlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets attributable to the C Shares of that tranche;

(ii) allocate to the assets attributable to the C Shares of that tranche such proportion of the income, expenses and liabilities of the Company incurred or accrued between the date on which the Company first receives the Net Proceeds and the Calculation Date relating to such tranche of C Shares (both dates inclusive) as the Directors fairly consider to be attributable to that tranche of C Shares; and

(iii) give appropriate instructions to the Manager to manage the Company's assets so that such undertakings can be complied with by the Company.

(i) In relation to any tranche of C Shares, the C Shares for the time being in issue of that tranche shall be sub-divided and converted into Shares and Deferred Shares on the relevant Conversion Date in accordance with the following provisions of this paragraph (i):

(i) the Directors shall procure that within 10 Business Days of the relevant Calculation Date:

(A) the Conversion Ratio as at the relevant Calculation Date and the numbers of Shares and Deferred Shares to which each C Shareholder of that tranche shall be entitled on Conversion of that tranche shall be calculated; and

(B) the Auditors shall confirm that such calculations as have been made by the Company have, in their opinion, been performed in accordance with the Articles and are arithmetically accurate whereupon such calculations shall become final and binding on the Company and all holders of the Company's shares and any other securities issued by the Company which are convertible into the Company's shares, subject to the proviso immediately after the definition of H in paragraph (a) above.

(ii) The Directors shall procure that, as soon as practicable following such confirmation and in any event within 10 Business Days of the relevant Calculation Date, a notice is sent to each C shareholder of the relevant tranche advising such C shareholder of the Conversion Date, the Conversion Ratio and the numbers of Shares and Deferred Shares to which such C shareholder of the relevant tranche will be entitled on Conversion.

(iii) On conversion each C Share of the relevant tranche shall automatically subdivide into 10 conversion shares of 1 pence each and such conversion shares of 1 pence

each shall automatically convert into such number of Shares and Deferred Shares as shall be necessary to ensure that, upon such Conversion being completed:

(A) the aggregate number of Shares into which the same number of conversion shares of 1 pence each are converted equals the number of C Shares of the relevant tranche in issue on the relevant Calculation Date multiplied by the relevant Conversion Ratio (rounded down to the nearest whole Share); and

(B) each conversion share of 1 pence which does not so convert into a Share shall convert into one Deferred Share.

(iv) The Shares and Deferred Shares arising upon Conversion shall be divided amongst the former C shareholders of the relevant tranche pro rata according to their respective former holdings of C Shares of the relevant tranche (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Shares and Deferred Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company).

(v) Forthwith upon Conversion, the share certificates relating to the C Shares of the relevant tranche shall be cancelled and the Company shall issue to each former C shareholder of the relevant tranche new certificates in respect of the Shares which have arisen upon Conversion to which he or she is entitled. Share certificates in respect of the Deferred Shares will not be issued.

(vi) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.

7 CITY CODE ON TAKEOVERS AND MERGERS

7.1 Mandatory bid

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:

a person acquires an interest in Shares which, when taken together with Shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or
a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Shares which increase the percentage of Shares carrying voting rights in which that person is interested,

the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding Shares at a price not less than the highest price paid for any interests in the Shares by the acquirer or its concert parties during the previous twelve months.

7.2 Compulsory acquisition

Under Sections 974 – 991 of the Companies Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding holders of shares telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for the outstanding holders of shares. The consideration offered to the holders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

In addition, pursuant to Section 983 of the Companies Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer

relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire his shares on the same terms as the takeover offer.

The offeror would be required to give any holder of shares notice of his right to be bought out within one month of that right arising. Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of shares notifying them of their sell-out rights. If a holder of shares exercises its rights, the offeror is bound to acquire those shares on the terms of the takeover offer or on such other terms as may be agreed.

8 MATERIAL CONTRACTS OF THE COMPANY

The following are all of the contracts, not being contracts entered into in the ordinary course of business that have been entered into by the Company since incorporation and are, or may be, material or contain any provision under which the Company has any obligation or entitlement which is or may be material to it as at the date of this Registration Document:

8.1 The Offer and Lock Up Agreements

The Offer and Lock Up Agreements dated on or around 2 November 2016, as varied by a side letter dated on or around 9 December 2016 between the Company, Tier One and each of the Existing Investors pursuant to which the Company has agreed, conditional upon Initial Admission, to accept a transfer of all of the respective party's rights and obligations in relation to its total loan and commitments under the loans comprising the Initial Portfolio in exchange for Consideration Shares.

The parties have also agreed pursuant to the terms of their respective Offer and Lock Up Agreements not to: (i) transfer, dispose of or grant any options over any of the Shares held by them at Initial Admission until 180 days after Initial Admission; and (ii) not to transfer, dispose of or grant any options over 50 per cent. of the Shares held by them at Initial Admission during the period from 180 days to 270 days after Initial Admission. The Offer and Lock Up Agreements contain exceptions customary for agreements of this nature including the acceptance of a takeover offer, participation in any tender offer by the Company or any similar transaction, pursuant to an order of a court of competent jurisdiction and with the prior written approval of the Company and finnCap (which approval may be granted or declined at their absolute discretion).

The Offer and Lock Up Agreements are governed by the laws of England and Wales.

8.2 The Warranty Deed

The Warranty Deed dated 12 January 2017 between the Investment Adviser, Stephen Black, Ian McElroy, the Company and finnCap pursuant to which the Investment Adviser, Stephen Black and Ian McElroy have given, conditional upon Initial Admission, warranties to the Company and finnCap concerning, inter alia, the Initial Portfolio and the existing borrowers.

The Warranty Deed is governed by the laws of England and Wales.

8.3 The Sponsor Agreement

The Sponsor Agreement dated 12 January 2017 between the Company, the Directors, the Investment Adviser and finnCap pursuant to which, subject to certain conditions, finnCap has been appointed as sponsor and financial adviser in connection with the proposed applications for Initial Admission.

The Sponsor Agreement may be terminated by finnCap in certain customary circumstances prior to the Final Date.

The obligations of finnCap are conditional upon certain conditions that are typical for an agreement of this nature. These conditions include, among others: (i) Initial Admission occurring and becoming effective by 8.00 a.m. on or prior to 24 January 2017 (or such later time and/or date, not being later than 28 February 2017, as the Company, the Investment Adviser and finnCap may agree); and (ii) the Sponsor Agreement becoming wholly unconditional (save as to

Initial Admission) and not having been terminated in accordance with its terms at any time prior to Initial Admission.

The Company, the Directors and the Investment Adviser have given warranties to finnCap concerning, inter alia, the accuracy of the information contained in this Registration Document. The Company and the Investment Adviser have also given indemnities to finnCap. The warranties and indemnities given by the Company, the Directors and Investment Adviser are standard for an agreement of this nature.

The Sponsor Agreement is governed by the laws of England and Wales.

8.4 The Tier One Commitment Letter

The commitment letter dated 12 January 2017 from Tier One to the Company and finnCap pursuant to which Tier One has irrevocably committed to subscribe, as agent for certain clients, for 5 million new Ordinary Shares under the Offer for Subscription by no later than 17 January 2017. Tier One has given warranties and undertakings to the Company and finnCap concerning, inter alia, ability of its advisory clients to participate in the Initial Issue and proof of funds.

The Tier One Commitment Letter is governed by the laws of England and Wales.

8.5 The AIFM Agreement

The AIFM Agreement dated 12 January 2017 and made between the Company and the AIFM pursuant to which the AIFM has, subject to overall supervision and direction of the Board, agreed to provide investment management services to the Company and thereby assist the Company in the achievement of its investment objective and investment policy. The AIFM agrees under the AIFM Agreement to act as the Company's AIFM for the purposes of AIFMD.

Under the AIFM Agreement, the AIFM can delegate some of its powers and obligations in relation to the provision of its investment management services under the AIFM Agreement pursuant to the Investment Advisory Agreement.

The AIFM is entitled to receive fees from the Company of £15,000 per annum on total assets up to £100 million, or a fee from the Company of £20,000 per annum if total assets are over £100 million.

The AIFM Agreement may be terminated by the Company or the AIFM giving three months' notice, such notice not to be given earlier than the first anniversary of Initial Admission.

The Company may also terminate the AIFM Agreement (without prejudice to any right of action accruing or already accrued to it) immediately by notice in writing, inter alia, if:

(i) the AIFM commits a material breach of the AIFM Agreement;

(ii) the AIFM commits a breach of its obligation not to take any action which would be in breach of the Company's constitutive documents, or the investment objective, investment policy and investment restrictions of the Company as set out in this Prospectus or any policy of the Company stated in this Prospectus or any applicable laws, or the AIFM commits a breach of the undertakings it has given under the AIFM Agreement, which are either irremediable, or not remedied within 30 days of receipt by the AIFM of a notice signed on behalf of the Company requiring such breach to be rectified;

(iii) the failure of any representation, warranty, certification or statement made or delivered by the AIFM in or pursuant to the AIFM Agreement to be correct in any material respect and has or is reasonably likely to have a material adverse effect on the Company and where, if capable of remedy, is not remedied within 30 days of the AIFM becoming aware of or its receipt of a notice from the Company of such failure;

(iv) the commencement of any proceedings by or against the AIFM under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws (including the presentation of a petition for the winding-up of the AIFM) or the appointment of a receiver, trustee, administrator, liquidator or other similar official in relation to the whole

or any substantial part of the undertaking or the assets of the AIFM; or the AIFM ceases or threatens to cease to carry on its business;

(v) the occurrence of an act by the AIFM (or any of its Affiliates) that constitutes fraud or criminal activity in the performance of its obligations under this Agreement, or the AIFM or any of its senior executive officers (in the performance of his or her duties for the AIFM) being indicted for a criminal offence;

(vi) the AIFM fails to obtain (by any required deadline), or ceases to have, any authorisation or permission required by it to act as investment adviser to the Company;

(vii) the AIFM breaching any provision of the AIFM Agreement and such breach resulting in listing or trading of the Shares on the Official List and/or on the Main Market of the London Stock Exchange being suspended or terminated.

The AIFM may also terminate the AIFM Agreement (without prejudice to any right of action accruing or already accrued to it) immediately by notice in writing, inter alia, if:

(i) an order is made or an effective resolution is passed for winding up the Company; or

(ii) a resolution is proposed by the Board or passed by shareholders which would make changes to the investment objective, investment policy and investment restrictions of the Company as set out in this Prospectus such that the AIFM can no longer meet the service standard requirements.

The Company has given certain market standard indemnities in favour of the AIFM in respect of the AIFM's potential losses in carrying on its responsibilities under the AIFM Agreement.

The AIFM Agreement is governed by and construed in accordance with the laws of England and Wales.

8.6 The Investment Adviser Agreement

The Investment Advisory Agreement dated 12 January 2017 and made between the Company, the Investment Adviser and the AIFM pursuant to which the Investment Adviser has agreed provide certain portfolio management services to the Company.

The Company has appointed the AIFM to act as its AIFM and AIFM and the AIFM appoints the Investment Adviser to provide certain portfolio management and other services in respect of the Company as its delegate under this Investment Advisory Agreement.

The Investment Advisor agrees to provide investment advisory services to the Company which include (inter alia) advising the Company on the management of the portfolio of investments, cash and other assets held by or on behalf of the Company from time to time and due diligence thereof, including the acquisition and sale of investments, credit assessment and liquidity management and thereby assist the Company in the achievement of its investment objective and investment policy.

Under the Investment Advisory Agreement the Investment Advisor will receive a fee which will be calculated and accrue at a rate equivalent to a sum equal to 0.25 per cent. per annum of the prevailing Net Asset Value (if less than £100 million) and 0.5% per annum of the prevailing Net Asset Value (if more than £100 million). The Investment Adviser has agreed (unless otherwise agreed by the Board) to waive its fee until the Net Asset Value is at least £50 million. The advisory fees are calculated on the last day of each quarter and are payable quarterly in arrears.

On receipt by the Investment Adviser of any fee until the third anniversary of Admission, the Investment Adviser shall: (a) if the average Ordinary Share price for the last 5 trading days (the "Reference Share Price") is equal or higher than the prevailing Net Asset Value per Ordinary Share, subscribe for, and the Company shall allot, at least such number of new Ordinary Shares as equals the relevant fee divided by the Reference Share Price; or (b) if the Reference Share Price is lower than the prevailing Net Asset Value per Ordinary Share, use its reasonable endeavours to utilise the proceeds of the fee to purchase Ordinary Shares at or below 105 per cent. of the Reference Share Price (the "Ceiling Share Price") during the next 30 days (the

"Reinvestment Period") and, in the event that the Investment Adviser cannot purchase a sufficient number of Ordinary Shares at or below the Ceiling Share Price during the Reinvestment Period, the Investment Adviser shall forthwith subscribe for, and the Company shall allot, such number of new Ordinary Shares as is required to make up the shortfall at the prevailing Net Asset Value per Ordinary Share. If the Company is in a 'closed period' (as defined in the Market Abuse Regulation) and the Investment Adviser is thereby precluded from subscribing for, and/or acquiring Ordinary Shares, then the period for subscribing for, and/or acquiring Ordinary Shares shall be extended and shall instead end on the date which falls ten Business Days after the day on which the Company ceases to be in a 'closed period'. The Investment Adviser shall not in any event be obliged to purchase or subscribe for Ordinary Shares (as the case may be) if to do so would result in the Investment Adviser holding more than 29.99 per cent of the Ordinary Shares in issue or would otherwise be a breach of any relevant law or regulatory requirement applicable to the Company or the Investment Adviser which includes, for the avoidance of doubt, the Listing Rules.

The Investment Adviser agrees to waive any entitlement to dividends arising from the Ordinary Shares received above until the third anniversary of Admission.

The Investment Advisory Agreement may be terminated by the Investment Adviser or (acting jointly) the Company and the AIFM giving not less than 12 months' notice in writing, such notice not to be given earlier than the fifth anniversary of Initial Admission. If the Investment Advisory Agreement is terminated by the Company and the AIFM by notice before the tenth anniversary of Admission, any previously waived fee shall become immediately due and payable.

The AIFM may also terminate the Investment Advisory Agreement (without prejudice to any right of action accruing or already accrued to it) immediately by notice in writing, inter alia, if:

(a) If two Stephen Black and Ian McElroy have ceased to be involved in the day-to-day running of the business of the Investment Adviser and, in each case, the Investment Adviser (acting reasonably and following consultation with the Company) has declined the Investment Adviser's nomination to replace such person;

(b) the Investment Adviser commits a material breach of any provision of the Investment Adviser Agreement applicable to it;

(c) the appointment of a receiver, trustee, administrator, liquidator or other similar official in relation to the whole or any substantial part of the undertaking or the assets of the Investment Adviser; or

(d) the Company or the AIFM being required by any regulatory authority to terminate the appointment of the Investment Adviser or the Investment Adviser ceasing to be a person permitted by any applicable law (including FSMA) or regulation to act as such.

The Investment Adviser may also terminate the Investment Advisory Agreement (without prejudice to any right of action accruing or already accrued to it) immediately by notice in writing, inter alia, if:

(a) the AIFM commits a material breach of any provision of the Investment Adviser Agreement applicable to it;

(b) a resolution is proposed by the Board or passed by shareholders which would make changes to the investment objective, Investment Policy and investment restrictions of the Company as set out in this Prospectus such that the AIFM (in its reasonable opinion) can no longer meet the service standard requirements.

(d) the commencement of any proceedings by or against the AIFM under any applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws (including the presentation of a petition for the winding-up of the AIFM) or its affairs are declared to be en état de désastre; or the appointment of a receiver, trustee, administrator, liquidator or other similar official in relation to the whole or any substantial part of the undertaking or the assets of the AIFM; or the AIFM ceases or threatens to cease to carry on its business; or

(e) the Investment Adviser becomes prohibited by any applicable law or regulation from performing its duties under the Investment Adviser Agreement.

The Company has given certain market standard indemnities, confirmations and undertakings in favour of the Investment Adviser in respect of the Investment Adviser's potential losses in carrying on its responsibilities under the Investment Adviser Agreement.

The Investment Advisory Agreement also incorporates a procedure to manage any conflicts of interest arising in connection with effecting transactions which the Investment Adviser has a direct material interest (being an interest other than one arising solely from the Investment Adviser's involvement or that of any of its Affiliates with the AIFM or the Company).

The Investment Adviser Agreement is governed by and construed in accordance with the laws of England and Wales.

8.7 The Administration and Company Secretarial Agreement

The Administration and Company Secretarial Agreement dated 12 January 2017 between the Company and R&H Fund Services Limited pursuant to which the Administrator has agreed to act as administrator and secretary to the Company.

Under the terms of the Administration and Company Secretarial Agreement, the Administrator is entitled to a fee of £60,000 per annum, with a variable fee of 0.075 per cent. on total assets over £60 million (exclusive of VAT).

The Administration and Company Secretarial Agreement contains provisions whereby the Company indemnifies and holds harmless the Administrator, its affiliates and their directors, officers, employees and agents from and against any and all losses incurred by such parties resulting or arising from the Administration and Company Secretarial Agreement except to the extent that any such claims have resulted from the negligence, fraud, breach of the Administration and Company Secretarial Agreement or wilful default of any such person.

The Administration and Company Secretarial Agreement is for an initial term of one year from Initial Admission, thereafter it is terminable, inter alia, upon six months' written notice. The Administration and Company Secretarial Agreement is also terminable immediately upon the occurrence of certain events including the insolvency of the Company or the Administrator or a party committing a material breach of the Administration and Company Secretarial Agreement (where such breach has not been remedied within 30 days of receipt of written notice).

The Administration and Company Secretarial Agreement is governed by the laws of England and Wales.

8.8 The Registrar Agreement

The Registrar Agreement dated 6 January 2017 between the Company and Computershare Investor Services PLC pursuant to which the Registrar has agreed to act as registrar to the Company.

Under the terms of the Registrar Agreement, the Registrar is entitled to a fee calculated on the basis of the number of Shareholders and the number of transfers processed (exclusive of VAT). The Registrar is also entitled to reimbursement of all out of pocket costs, expenses and charges properly incurred on behalf of the Company.

The Company has given certain market standard indemnities in favour of the Registrar in respect of the Registrar's potential losses in carrying on its responsibilities under the Registrar Agreement. The Registrar's liabilities under the Registrar Agreement are subject to a cap.

The Registrar Agreement is governed by the laws of England and Wales

8.9 The Receiving Agent Agreement

The Receiving Agent Agreement dated 6 January 2017 between the Company and Computershare Investor Services Plc pursuant to which the Receiving Agent acts as receiving agent in connection with the Initial Offer for Subscription.

Under the terms of the receiving agent agreement, the Receiving Agent is entitled to a fee at an hourly rate, plus a processing fee per application. The Receiving Agent is also entitled to reimbursement of all out-of-pocket expenses reasonably incurred by it in connection with its duties.

The Company has given certain market standard indemnities in favour of the Receiving Agent in respect of the Receiving Agent's potential losses in carrying on its responsibilities under the agreement. The Receiving Agent's liability under the Receiving Agent Agreement is subject to a cap.

The agreement is governed by the laws of England and Wales.

9 RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transaction at any time during the period from incorporation to the date of this Registration Document.

10 LITIGATION

There are no governmental, legal or arbitration proceedings, and the Company is not aware of any governmental, legal or arbitration proceedings pending or threatened, nor of any such proceedings having been pending or threatened at any time preceding the date of this Registration Document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company.

11 NO SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Company since the date of its incorporation.

12 GENERAL

12.1 No Director has any interest in the promotion of, or in any property acquired or proposed to be acquired by, the Company.

12.2 The Ordinary Shares being issued in connection with the Initial Issue are being issued at 100 pence per Ordinary Share of which 99 pence per Ordinary Share constitutes share premium.

12.3 No application is being made for the Shares to be dealt with in or on any stock exchange or investment exchange other than the Main Market.

12.4 finnCap is acting as sponsor and financial adviser to the Company and the Initial Issue. finnCap has given and not withdrawn its written consent to the inclusion in this Registration Document of references to its name in the form and context in which it appears.

12.5 The AIFM is R&H Fund Services (Jersey) Limited, incorporated in Jersey with registration number 42576. The AIFM is regulated by the Jersey Financial Services Commission. The address of the AIFM is Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW and its telephone number is +44 1534 825200. The AIFM has given and not withdrawn its written consent to the issue of this Registration Document with references to its name in the form and context in which such references appear.

12.6 The Investment Adviser is a private limited company incorporated in England and Wales with registration number 7979654. The Investment Adviser is regulated by the Financial Conduct Authority. The address of the Investment Adviser is Keel House, Garth Heads, Newcastle Upon Tyne NE1 2JE and its telephone number is 01534 825200. The Investment Adviser has given and not withdrawn its written consent to the issue of this Registration Document with references to its name in the form and context in which such references appear.

12.7 Where third party information has been referenced in this Registration Document, the source of that third party information has been disclosed. All information in this Registration Document that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

12.8 The Auditors are Moore Stephens LLP and have been the only auditors of the Company since its incorporation. Moore Stephens LLP is a member of the Institute of Chartered Accountants in England and Wales.

13 DOCUMENTS AVAILABLE FOR INSPECTION

13.1 Hard copies of the following documents will be available for inspection at the registered office of the Company and the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the life of this Registration Document:

(a) the memorandum of association of the Company and the Articles; and
(b) the Registration Document, the Summary and the Securities Note.

PART 7 DEFINITIONS

The following definitions apply throughout this Registration Document unless the context requires otherwise:

Act or Companies Act
the Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force

Administration and Company Secretarial Agreement
the administration and company secretarial agreement between the Company and the Administrator, a summary of which is set out in paragraph 8.7 of Part 6 of this Registration Document

Administrator
R&H Fund Services Limited, in its capacity as the Company's administrator

Admission
admission to trading on the Main Market of any Shares becoming effective in accordance with the LSE Admission Standards and admission of any Shares to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules

AIF
an alternative investment fund

AIFM
R&H Fund Services (Jersey) Limited, in its capacity as the Company's alternative investment fund manager

AIFM Directive
the EU Directive on Alternative Investment Fund Managers

Articles
the articles of association of the Company

Board or Directors
the board of directors of the Company

Business Day
any day which is not a Saturday or Sunday or a bank holiday in the City of London

capital gains tax
UK taxation of capital gains or corporation tax on chargeable gains, as the context may require

C Share
C shares of 10 pence each in the capital of the Company

certificated or in certificated form
not in uncertificated form

Company
TOC Property Backed Lending Trust PLC, a closed-ended investment company incorporated in England and Wales on 27 September 2016 with company number 10395804

Consideration Shares
the 11,601,000 new Ordinary Shares to be issued to the Existing Investors pursuant to the terms of the Offer and Lock Up Agreements

Continuation Resolution
has the meaning given in paragraph 6.4 of Part 6 of this Registration Document

CREST Manual
the compendium of documents entitled "CREST Manual" issued by Euroclear from time-to-time

CREST
the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form

CTA 2010
Corporation Tax Act 2010 and any statutory modification or re-enactment thereof for the time being in force

Disclosure Guidance and Transparency Rules
the Disclosure Guidance and Transparency Rules made, in the case of the Transparency Rules only, by the Financial Conduct Authority under Section 73A of FSMA

ERISA
U.S. Employee Retirement Income Security Act of 1976, as amended

EU
the European Union

Euro or €
the lawful currency of the EU

Euroclear
Euroclear UK & Ireland Limited, being the operator of CREST

Existing Investors
the existing investors receiving Consideration Shares pursuant to the terms of the Offer and Lock-Up Agreements

FCA
the Financial Conduct Authority

finnCap
finnCap Ltd in its capacity as sponsor and financial adviser to the Company

FSMA
the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force

Future Securities Note
a securities note to be issued in the future by the Company in respect of each issue (not being an issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy), if any, of Shares (other than pursuant to the Initial Issue) made pursuant to this Registration Document and subject to separate approval by the FCA

Future Summary
a summary to be issued in the future by the Company in respect of each issue (not being an issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy), if any, of Shares (other than pursuant to the Initial Issue) made pursuant to this Registration Document and subject to separate approval by the FCA

General Meeting
a general meeting of Shareholders

Gross Assets
the aggregate value of the total assets of the Company as determined in accordance with the accounting principles adopted by the Company from time-to-time

HMRC
Her Majesty's Revenue and Customs

Independent Directors
the Directors other than Stephen Black

IFRS
international financial reporting standards

Initial Admission
Admission pursuant to the Initial Issue

Initial Gross Proceeds
gross proceeds of the Initial Issue

Initial Issue
the Initial Offer for Subscription

Initial Issue Price
£1.00 per Ordinary Share

Initial Net Proceeds
net proceeds of the Initial Issue

Initial Offer for Subscription
the first offer for subscription of Ordinary Shares pursuant to the Share Issuance Programme (and forming part of the Initial Issue) which is expected to close on 20 January 2017

Initial Portfolio
the initial portfolio of the Company, to be assigned to the Company on Initial Admission and as more particularly described at paragraphs 1 and 2 of Part 2 of this Registration Document

Investment Adviser or Tier One or Tier One Capital
Tier One Capital Limited

Listing Rules
the listing rules made by the UK Listing Authority pursuant to Part VI of the FSMA

London Stock Exchange
London Stock Exchange plc

LSE Admission Standards
the admission and disclosure standards published by the London Stock Exchange on 4 April 2016

Main Market
the London Stock Exchange’s main market for listed securities

MAR
the Market Abuse Regulation (EU) No 596/2014

member account ID
the identification code or number attached to any member account in CREST

Net Asset Value or NAV
the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time

Net Asset Value per Ordinary Share
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Shares held in treasury) at the date of calculation

Offer and Lock Up Agreements
the offer and lock up agreements between the Company, finnCap and each of the Existing Investors, a summary of which is set out in paragraph 8.1 of Part 6 of this Registration Document

Official List
the Official List of the UK Listing Authority

Ordinary Shares
ordinary shares of one pence each in the capital of the Company

Overseas Persons
a potential investor who is not resident in, or who is not a citizen of, the UK

person
includes a body of persons, corporate or unincorporated, wherever domiciled

Placing Only Issue
an issue under the Share Issuance Programme which comprises only a placing and does not include an offer for subscription

Profit Share
has the meaning set out at paragraph 3 of Part 1 of this Registration Document

Prospectus
the Prospectus prepared in accordance with the Prospectus Rules comprising this Registration Document, the Securities Note and the Summary, each dated 12 January 2017

Prospectus Directive
the EU Prospectus Directive 2003/71/EC

Prospectus Rules
the prospectus rules made by the Financial Conduct Authority under Section 73A of FSMA

Receiving Agent
Computershare Investor Services PLC, in its capacity as the Company’s receiving agent under the Share Issuance Programme

Receiving Agent Agreement
the receiving agent agreement between the Company and the Receiving Agent, a summary of which is set out in paragraph 8.9 of Part 6 of this Registration Document

Registrar
Computershare Investor Services PLC, in its capacity as the Company's registrar

Registrar Agreement
the registrar agreement between the Company and the Registrar, a summary of which is set out in paragraph 8.8 of Part 6 of this Registration Document

Regulation S
Regulation S promulgated under the U.S. Securities Act

Regulatory Information Service
a service authorised by the UKLA to release regulatory announcements to the London Stock Exchange

Relevant Member State
a member state of the European Economic Area which has implemented the Prospectus Directive

Secretary
R&H Fund Services Limited, in its capacity as the Company's secretary

Securities Note
the Securities Note dated 12 January 2017 issued by the Company in respect of the Ordinary Shares made available pursuant to the Initial Issue and approved by the FCA

Shareholder
a holder of Ordinary Shares and/or C Shares, as the context requires

Share Issuance Programme
the programme under which the Company intends to issue Ordinary Shares and/or C Shares in Tranches on the terms set out in the Summary and the Securities Note (and any Future Summary and Future Securities Note)

Shares
Ordinary Shares and/or C Shares, as the context may require

SIPP
a self-invested personal pension as defined in Regulation 3 of the UK Retirement Benefits Schemes (Restriction on Discretion to Approve) (Permitted Investments) Regulations 2001

Sponsor Agreement
the sponsor agreement between the Company, the Directors, the Investment Adviser and finnCap, a summary of which is set out in paragraph 8.3 of Part 6 of this Registration Document

Subsequent Offer for Subscription
any offer for subscription for Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme following completion of the Initial Issue, as described in the Securities Note

Summary
the summary dated 12 January 2017 issued by the Company in respect of the Ordinary Shares made available pursuant to the Initial Issue and Ordinary Shares and/or C Shares made available pursuant to the issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of further loans that are consistent with the Company's investment objective and policy

Takeover Code
the UK City Code on Takeovers and Mergers

Tier One Commitment Letter
the commitment letter dated 12 January 2017 from Tier One to the Company and finnCap, a summary of which is set out at paragraph 8.4 of Part 6 of this document

Tranches each a Tranche
a tranche of Shares issued under the Share Issuance Programme

UK Corporate Governance Code
the UK Corporate Governance Code as published by the Financial Reporting Council from time-to-time

UKLA or UK Listing Authority
the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA

UK Money Laundering Regulations
the UK Money Laundering Regulations 2007, as amended

United Kingdom or UK
the United Kingdom of Great Britain and Northern Ireland

United States or U.S.
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

U.S. Code
U.S. Internal Revenue Code, as amended

U.S. Investment Company Act
U.S. Investment Company Act of 1940, as amended

U.S. Person
any person who is a U.S. person within the meaning of Regulation S adopted under the U.S. Securities Act

U.S. Securities Act
U.S. Securities Act of 1933, as amended

VAT
value added tax

Warranty Deed
the warranty deed dated 12 January 2017 between the Investment Adviser, Stephen Black, Ian McElroy, the Company and finnCap, a summary of which is set out in paragraph 8.2 of Part 6 of this Registration Document

sterling 168577

THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND THE SUMMARY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

This Securities Note, the Registration Document and the Summary, which together constitute a prospectus relating to TOC Property Backed Lending Trust PLC (the "Company") prepared in accordance with the Prospectus Rules of the UK Listing Authority made pursuant to section 73A of FSMA (the "Prospectus"), has been filed with the Financial Conduct Authority in accordance with Rule 3.2 of the Prospectus Rules. The Prospectus will be made available to the public in accordance with Rule 3.2 of the Prospectus Rules at www.tocpropertybackedlendingtrust.co.uk.

The Prospectus has been issued in connection with the issue of up to 150 million Ordinary Shares and 150 million C Shares in aggregate pursuant to the Share Issuance Programme. The Company may issue up to 150 million Ordinary Shares and 150 million C Shares in one or more Tranches throughout the period commencing 12 January 2017 and ending on 11 January 2018 pursuant to the Share Issuance Programme, which includes the Initial Issue of Ordinary Shares.

Applications will be made to the UK Listing Authority and the London Stock Exchange for all of the Ordinary Shares and/or C Shares issued pursuant to the Share Issuance Programme (including the Initial Issue) to be admitted to the premium listing segment of the Official List and to trading on the Main Market for listed securities.

ONLY THE COMBINED SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY COMPRISE, AND MAY BE RELIED UPON AS, THE PROSPECTUS.

TOC Property Backed Lending Trust PLC

(incorporated in England and Wales with registered number 10395804 and registered as an investment company under Section 833 of the Companies Act)

SECURITIES NOTE

Share Issuance Programme of up to 150 million Ordinary Shares and 150 million C Shares in aggregate

(including the Initial Offer for Subscription)

Investment Adviser

Tier One Capital Limited

Sponsor and Financial Adviser

finnCap Ltd

The Company and the Directors, whose names appear on page 10 of this Securities Note, accept responsibility for the information contained in the Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in the Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Potential investors should read the whole of this Securities Note, together with the Registration Document and the Summary and, in particular, their attention is drawn to the risk factors set out on pages 6 to 9 of this Securities Note and those set out in the Registration Document.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and for no-one else in relation to the Share Issuance Programme, the Initial Issue and Initial Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap, nor for providing advice in connection with the Share Issuance Programme, the Initial Issue, Initial Admission, the contents of the Prospectus or any matters referred to therein.

The Initial Offer for Subscription will remain open until 11.00 a.m. on 20 January 2017.

Persons wishing to participate in the Initial Offer for Subscription should complete the Application Form set out in the Appendix to this Securities Note. To be valid, Application Forms must be completed and returned with the appropriate remittance, by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during business hours only), to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ so as to be received by no later than 11.00 a.m. on 20 January 2017.

representation or warranty, express or implied, for the contents of the Prospectus, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on its behalf in connection with the Company, the Ordinary Shares, the C Shares, the Share Issuance Programme or any Admission and nothing contained in the Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. finnCap, to the fullest extent permitted by law, accordingly (together with its affiliates) disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the Prospectus or any such statement.

Investors should rely only on the information contained in the Prospectus. No person has been authorised to give any information or make any representations other than those contained in the Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company or finnCap. Without prejudice to the Company's obligations under the Prospectus Rules, neither the delivery of the Prospectus nor any subscription for or purchase of Ordinary Shares and/or C Shares made pursuant to the Share Issuance Programme, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of the Prospectus.

In connection with the Share Issuance Programme, finnCap and its affiliates, acting as investors for its or their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Ordinary Shares and other securities of the Company or related investments in connection with the Share Issuance Programme or otherwise. Accordingly, references in the Prospectus to Ordinary Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by finnCap and any of its affiliates acting as an investor for its or their own account(s). Neither finnCap nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, finnCap and its affiliates may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements in connection with which finnCap may from time to time acquire, hold or dispose of shareholdings in the Company.

The Ordinary Shares and/or C Shares to be issued pursuant to the Share Issuance Programme (including the Initial Issue) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities or regulatory authority of any state or other jurisdiction of the United States and the Ordinary Shares and/or C Shares to be issued pursuant to the Share Issuance Programme (including the Initial Issue) may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Ordinary Shares or the C Shares to be issued pursuant to the Share Issuance Programme in the United States. The Ordinary Shares and/or C Shares to be issued pursuant to the Share Issuance Programme (including the Initial Issue) are being offered or sold only, (i) outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder, and (ii) to persons that are "qualified institutional buyers" (as the term is defined in Rule 144A under the U.S. Securities Act) that are also "qualified purchasers" within the meaning of section 2(a) (51) of the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") in reliance on the exemption from registration provided by Rule 506 of Regulation D under the U.S. Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act.

Copies of this Securities Note, the Registration Document and the Summary (along with any Future Securities Note and Future Summary) will be available on the Company's website (www.tocpropertybackedlendingtrust.co.uk) and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm.

Dated: 12 January 2017

Expected Timetable 4
Initial Issue Statistics 5
Share Issuance Programme Statistics 5
Dealing Codes 5
Risk Factors 6
Directors and Advisers 10
Important Information 11
Part 1 – Reasons for the Share Issuance Programme 16
Part 2 – The Share Issuance Programme and the Initial Issue 19
Part 3 – Taxation 24
Part 4 – General Information 29
Part 5 – Terms and Conditions of the Initial Offer for Subscription 44
Part 6 – Definitions 57
Appendix – Offer for Subscription Application Form 63

EXPECTED TIMETABLE

Initial Issue

Publication of the Prospectus 12 January 2017

Initial Offer for Subscription opens 12 January 2017

Latest time and date for receipt of completed Application Forms and payment in full under the Initial Offer for Subscription 11.00 a.m. on 20 January 2017

Announcement of the results of the Initial Issue 23 January 2017

Completion of the transfer of the Initial Portfolio 24 January 2017

Initial Admission and commencement of unconditional dealings in respect of the Ordinary Shares issued pursuant to the Initial Issue 8.00 a.m. on 24 January 2017

Crediting of CREST stock accounts in respect of the Initial Issue 8.00 a.m. on 24 January 2017

Share certificates despatched in respect of the Initial Issue week commencing 30 January 2017 (or as soon as possible thereafter)

Further Tranches pursuant to the Share Issuance Programme

Share Issuance Programme opens 12 January 2017

Publication of Share Issuance Programme Price in respect of each Tranche as soon as practicable following the closing of each issue pursuant to each subsequent Tranche

Admission and crediting of CREST accounts in respect of subsequent Tranches as soon as practicable following the allotment of Shares pursuant to each subsequent Tranche

Share Certificates despatched in respect of each subsequent Tranche approximately two weeks after the Admission of the relevant Tranche

Share Issuance Programme closes 11 January 2018

The times and dates set out in the expected timetable and mentioned throughout this Securities Note may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the UKLA and the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through a Regulatory Information Service. All references to times in this Securities Note are to London time unless otherwise stated.

INITIAL ISSUE STATISTICS

Initial Issue Price
100 pence per Ordinary Share

Number of Consideration Shares(1)
11,601,000

Gross Proceeds of the Initial Issue(2), (3)
c.£16.6 million

Estimated Net Proceeds(3)
c.£16.0 million

Market capitalisation on Admission(3)
c.£16.6 million

(1) The Company has conditionally agreed to allot 11,601,000 Consideration Shares at the Initial Issue Price to the Existing Investors in exchange for the assignment of the Initial Portfolio to the Company pursuant to the terms of the Offer and Lock Up Agreements.

(2) The number of Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Gross Proceeds and the Net Proceeds is not known as at the date of this Securities Note but will be notified by the Company via a Regulatory Information Service prior to Initial Admission. If the Initial Issue does not proceed, subscription monies received will be returned without interest at the risk of the applicant.

(3) Assuming the Initial Issue is subscribed as to 16,601,000 Ordinary Shares (including the issue of the Consideration Shares.

SHARE ISSUANCE PROGRAMME STATISTICS

Maximum number of Ordinary Shares being made available under the Share Issuance Programme
150 million

Maximum number of C Shares being made available under the Share Issuance Programme
150 million

Share Issuance Programme Price
in respect of Ordinary Shares, at least the prevailing Net Asset Value per Ordinary Share at the time of issue, after related costs have been deducted, or 100 pence per C Share for any issue of C Shares*

*Further terms and conditions of issues of Shares under the Share Issuance Programme which involve an offer for subscription element will, to the extent necessary, be contained in a Future Securities Note and Future Summary for each such issue.

DEALING CODES

The dealing codes for the Ordinary Shares are as follows:

ISIN
GB00BD0ND667

SEDOL
BD0ND66

Ticker
PBLT

RISK FACTORS

Prospective investors should note that the risks relating to the Company and its industry and the Shares summarised in the "Summary" are the risks that the Board believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the "Summary" but also, among other things, the risks and uncertainties described below and in the section headed "Risk Factors" in the Registration Document. The Directors believe the risks described below are the material risks relating to an investment in the Shares at the date of this Securities Note. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Securities Note, may also have an adverse effect on the performance of the Company and the value of the Shares. Investors should review this Securities Note as well as the information contained in the Registration Document carefully and in its entirety and consult with their professional advisers before making an application to invest in the Shares to be issued pursuant to the Share Issuance Programme.

RISKS RELATING TO THE ORDINARY SHARES AND THE C SHARES

Shares may trade at a discount to the Net Asset Value per Share and Shareholders may be unable to realise their investments through the secondary market at Net Asset Value per Share

The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back all or any of the amount invested.

The market price of the Shares may fluctuate independently of their underlying Net Asset Value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Shares, market conditions and general investor sentiment. While the Directors may seek to mitigate any discount to Net Asset Value per Share through such discount management mechanisms as they consider appropriate, there can be no guarantee that they will do so or that such mechanisms will be successful. The market value of a Share may therefore trade at a discount to its Net Asset Value.

It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Shares

Although the Ordinary Shares and, in due course, the C Shares, are to be admitted to trading on the main market for listed securities of the London Stock Exchange, there can be no assurance as to the levels of secondary market trading in the Ordinary Shares and/or C Shares or the prices at which such Shares may trade. Accordingly, Shareholders should not expect that they will necessarily be able to realise, within a period which they would otherwise regard as reasonable, their investment in the Company, nor can they be certain that they will be able to realise their investment on a basis that necessarily reflects the value of the underlying investments held by the Company.

There can be no guarantee that a liquid market in the Ordinary Shares and, in due course, the C Shares will develop or that either the Ordinary Shares or the C Shares will trade at prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realise their investment at the relevant Net Asset Value per Share or at all.

In addition, if such market does not develop, relatively small transactions may have a significant negative impact on the price of the Ordinary Shares and/or the C Shares (as appropriate) whilst transactions or intended transactions related to a significant number of Ordinary Shares and/or C Shares (as appropriate) may be difficult to execute at a stable price.

Neither the number of Ordinary Shares to be issued pursuant to the Initial Issue nor the number of Ordinary Shares and/or C Shares to be issued pursuant to subsequent Tranches of the Share Issuance Programme is currently known, and there may be a limited number of holders of Ordinary Shares and,

in due course, C Shares. Limited numbers and/or holders of the relevant class of such Shares may mean that there is limited liquidity in the relevant class of such Shares which may affect: (i) an investor's ability to realise some or all of his investment; (ii) the price at which such investor can effect such realisation; and/or (iii) the price at which the relevant class of such Shares trade in the secondary market.

U.S. tax legislation may in the future impose a withholding tax on certain payments received by the Company unless the Company reports certain information about its Shareholders to the IRS

Shareholders will have no right to have their Shares redeemed or repurchased by the Company at any time

Other than in the circumstances and subject to the conditions set out at paragraph 3 of Part 2 of this Securities Note, Shareholders will have no right to have their Ordinary Shares or, in due course, their C Shares redeemed or repurchased by the Company at any time. Shareholders wishing to realise their investment in the Company will normally therefore be required to dispose of their Ordinary Shares and/or, in due course, their C Shares (if applicable) through the secondary market. Accordingly, the ability of Shareholders to realise their investment at the relevant Net Asset Value per Share or at all is dependent on the existence of a liquid market for the relevant class of Shares.

Further issues of Ordinary Shares and C Shares

The Directors have been authorised to issue up to 150 million Ordinary Shares and 150 million C Shares in aggregate until the annual general meeting of the Company to be held in 2020 pursuant to the Share Issuance Programme (including the Initial Issue) without the application of pre-emption rights. If the Directors decide to issue further Ordinary Shares and/or C Shares on a non-pre-emptive basis the proportions of the voting rights held by Ordinary Shareholders on Initial Admission will be diluted on the issue of such shares as each Ordinary Share and each C Share carries the right to one vote at a general meeting of the Company. The voting rights may be diluted further on conversion of any C Shares depending on the applicable conversion ratio.

Issue price of Ordinary Shares under the Share Issuance Programme

The issue price of the Ordinary Shares issued on a non-pre-emptive basis under the Share Issuance Programme cannot be lower than the latest published Net Asset Value per Ordinary Share. The issue price of such Ordinary Shares will be calculated by reference to the latest published unaudited Net

Asset Value per Ordinary Share. Such Net Asset Value per Ordinary Share is determined on the basis of the information available to the Company at the time and may be subject to subsequent revisions. Accordingly, there is a risk that, had the issue price been calculated by reference to information that emerged after the calculation date, it could have been greater or lesser than the issue price actually paid by the investors. If the issue price should have been less than the issue price actually paid, investors will have borne a greater premium than intended. If the issue price should have been greater than the issue price actually paid, investors will have paid less than intended and, in certain circumstances, the Net Asset Value per Ordinary Share may have been diluted.

Dilution

Pursuant to a Conversion under the Share Issuance Programme, any C Shares issued pursuant to a subsequent Tranche will convert into Ordinary Shares. The number of Ordinary Shares into which each C Share converts will be determined by the relative Net Asset Value per C Share and the Net Asset Value per Ordinary Shares at the relevant Conversion Date. As a result of such Conversion, the percentage of the total number of issued Ordinary Shares held by each existing holder of Ordinary Shares following the Initial Admission and/or previous Tranches will be reduced to the extent that Shareholders do not acquire a sufficient number of C Shares. However, any Conversion will be Net Asset Value neutral to holders of Ordinary Shares.

The market price of the Shares may rise or fall rapidly

General movement in local and international stock markets and real estate markets, prevailing and anticipated economic conditions and interest rates, investor sentiment and general economic conditions may all affect the market price of the Ordinary Shares and, in due course, the C Shares. To optimise returns, Shareholders may need to hold the Ordinary Shares and/or the C Shares (if applicable) for the long term and the Shares are not suitable for short term investment.

The Company may not meet its investment objective or target dividend yield

The Company's targeted returns set out in the Prospectus are targets only and are based on estimates and assumptions about a variety of factors including, without limitation, purchase price, yield and performance of the Company's investments, which are inherently subject to significant business, economic and market uncertainties and contingencies, all of which are beyond the Company's control and which may adversely affect the Company's ability to achieve its targeted returns. The Company may not be able to implement its investment objective and investment policy in a manner that generates returns in line with the targets. Furthermore, the targeted returns are based on the market conditions and the economic environment at the time of assessing the targeted returns, and are therefore subject to change. In particular, the targeted returns assume no material changes occur in government regulations or other policies, or in law and taxation, and that the Company is not affected by natural disasters, terrorism, social unrest or civil disturbances or the occurrence of risks described elsewhere in the Registration Document. There is no guarantee that actual (or any) returns can be achieved at or near the levels set out in the Registration Document. Accordingly, the actual rate of return achieved may be materially lower than the targeted returns, or may result in a partial or total loss, which could have a material adverse effect on the Company's profitability, the Net Asset Value and the price of the Ordinary Shares and, in due course, the C Shares.

It may take time to fully invest the net proceeds of the Share Issuance Programme

The Company cannot predict accurately how long it will take to deploy capital in such investments or at all. Timing will depend, among other things, on the availability of suitable investment opportunities, negotiations with counter-parties and investment structuring considerations. In addition, the opportunity to make a sufficient number of investments so as to implement the Company's business strategy is based upon, among other assumptions, the number and size of future investment opportunities being consistent with the Investment Adviser's recent historical experience. Until such time as the Company's assets are fully invested and drawn down, the assets of the Company will be held in cash or cash equivalents that will have materially lower returns than the target dividend yield of the Company.

The Ordinary Shares may be subject to significant forced transfer provisions

The Ordinary Shares have not been registered and will not be registered in the United States under the U.S. Securities Act or under any other applicable securities laws. Moreover, the Ordinary Shares are only being offered and sold outside the United States to non-U.S. Persons (as defined in Regulation S under the U.S. Securities Act).

If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors: (i) would cause the assets of the Company to be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA or the U.S. Code; or (ii) would or might result in the Company and shares issued by the Company being required to register or qualify under the U.S. Investment Company Act and/or the U.S. Securities Act and/or the U.S. Securities Exchange Act of 1934 and/or any laws of any state of the U.S. that regulate the offering and sale of securities; or (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the U.S. Securities Exchange Act of 1934; or (iv) may cause the Company to be a controlled foreign corporation for the purpose of the U.S. Code; or (v) creates a significant legal or regulatory issue for the Company under the U.S. Bank Holding Company Act of 1956 (as amended) or regulations or interpretations thereunder, the Directors may require the holder of such shares to dispose of such shares and, if the shareholder does not sell such shares, may dispose of such shares on their behalf. These restrictions may make it more difficult for a U.S. Person to hold and Shareholders generally to sell the Ordinary Shares and may have an adverse effect on the market value of the Ordinary Shares (see paragraph 11 of Part 2 of this Securities Note).

DIRECTORS AND ADVISERS

Registered office
Keel House
Garth Heads
Newcastle-upon-Tyne NE1 2JE
United Kingdom

AIFM
R&H Fund Services (Jersey) Limited
Ordnance House
31 Pier Road St Helier
Jersey JE4 8PW

Investment Adviser
Tier One Capital Limited
Keel House
Garth Heads
Newcastle-upon-Tyne NE1 2JE
United Kingdom

Sponsor and Financial Adviser
finnCap Ltd
60 New Broad St
London EC2M 1JJ
United Kingdom

Solicitors to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
United Kingdom

Solicitors to the Sponsor and Financial Adviser
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
United Kingdom

Administrator and Secretary
R&H Fund Services Limited
20 Forth Street
Edinburgh EH1 3LH
United Kingdom

Auditors and Reporting Accountants
Moore Stephens LLP
150 Aldersgate Street
London EC1A 4AB
United Kingdom

Receiving Agent and Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

IMPORTANT INFORMATION

GENERAL

The Prospectus should be read in its entirety before making any application for Shares and/or C Shares. In assessing an investment in the Company, investors should rely only on the information in the Prospectus and any supplementary prospectus published by the Company prior to Initial Admission or the date of admission of the relevant subsequent Tranche.

No broker, dealer or other person has been authorised by the Company to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Shares other than those contained in the Prospectus and any supplementary prospectus published by the Company prior to Initial Admission or the date of admission of the relevant subsequent Tranche and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company.

Prospective investors should not treat the contents of the Prospectus as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (i) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Shares which they might encounter; and (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Shares. Prospective investors must rely upon their own legal advisers, accountants and other financial advisers as to legal, tax, investment or any other related matters concerning the Company and an investment in the Shares.

Statements made in this Securities Note are based on the law and practice in force in England and Wales as at the date of this Securities Note and are subject to changes therein.

Applicants under the Initial Offer for Subscription are strongly recommended to read and consider the Prospectus before completing the Application Form.

This Securities Note does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Securities Note and the offering of Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this Securities Note is received are required to inform themselves about and to observe such restrictions.

DATA PROTECTION

providing the services to the prospective investor;
verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
contacting the prospective investor/Shareholder with information about other products and services provided by the Investment Adviser, or its affiliates which may be of interest to the prospective investor/Shareholder;

carrying out the business of the Company and the administering of interests in the Company in the UK or elsewhere;
meeting the legal, regulatory, reporting and/or financial obligations of the Company in the UK or elsewhere; and
disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Personal data may be retained on record for a period not exceeding six years after it is no longer used.

Each prospective investor acknowledges and consents that where appropriate it may be necessary:

for the Company (or any third party, functionary, or agent appointed by the Company, including the Registrar) to:
disclose personal data to third party service providers, affiliates, agents or functionaries appointed by the Company or its agents to provide services to prospective investors; and
transfer personal data outside of the EEA States to countries or territories which do not offer the same level of protection of personal data as the United Kingdom.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

In relation to each Relevant Member State, no Shares have been offered or will be offered pursuant to the Share Issuance Programme (including under the Initial Issue) to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that offers of Shares to the public may be made at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State:

to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined below), 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State; or
in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the publication of a document pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State and each person who initially acquires any Shares or to whom any offer is made under the Share Issuance Programme (including under the Initial Issue) will be deemed to have

represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any offer of Shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC (and the amendments thereto, including Directive 2010/73/EU) (the “2010 PD Amending Directive”), to the extent implemented in the Relevant Member State and includes any relevant implementing measure in each Relevant Member State.

In addition, Shares will only be offered to the extent that the Company: (i) is permitted to be marketed into the relevant EEA jurisdiction pursuant to the AIFM Directive (if and as implemented into local law); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a professional investor). Each person who initially acquires Shares or to whom any offer is made will be deemed to have represented, warranted to and agreed with the entity placing such shares and the Company that: (i) it is a “qualified investor” within the meaning of the law in that relevant member state implementing Article 2.1(e) of the Prospectus Directive; and (ii) if that relevant member state has implemented the AIFM Directive, that it is a person to whom Shares in the Company may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that relevant member state.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN GUERNSEY

The offer of Shares described in this Securities Note does not constitute an offer to the public in the Bailiwick of Guernsey for the purposes of the Prospectus Rules, 2008. This Securities Note is being circulated to a restricted group of persons in the Bailiwick of Guernsey. Only persons to whom this Securities Note has been directly communicated by the Company or its appointed agent may accept the offer contained herein. The consent or approval of the Guernsey Financial Services Commission is not required for the restricted circulation of this Securities Note within the Bailiwick of Guernsey.

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN JERSEY

The Prospectus may be circulated in Jersey only by persons who are registered by the Jersey Financial Services Commission in accordance with the FSL for the conduct of financial services business and the distribution of this Securities Note, or are exempt from such registration in accordance with the FSL. In addition, this Securities Note may be circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom.

The Jersey Financial Services Commission is protected by the Financial Services (Jersey) Law 1998 against liability arising from the discharge of its functions under that Law

The distribution of this Securities Note in other jurisdictions may be restricted by law and therefore persons into whose possession this Securities Note comes should inform themselves about and observe any such restrictions.

FORWARD-LOOKING STATEMENTS

The Prospectus contains forward looking statements, including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or similar expressions. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements. These forward looking statements speak only as at the date of the Prospectus. Subject to its legal and regulatory obligations (including under the Prospectus Rules), the Company expressly disclaims any obligations to update or revise any forward looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the Listing Rules.

Nothing in the preceding two paragraphs should be taken as limiting the working capital statement in paragraph 5 of Part 4 of this Securities Note.

NON-MAINSTREAM POOLED INVESTMENTS STATUS

As it is the intention of the Company to apply to HMRC for, and to conduct the affairs of the Company so as to satisfy the conditions for, approval as an investment trust under Chapter 4 of Part 24 of the CTA 2010, the Shares will be "excluded securities" under the FCA's rules on nonmainstream pooled investments. Accordingly, the promotion of the Shares is not subject to the FCA's restriction on the promotion of non-mainstream pooled investments.

PRESENTATION OF INFORMATION

Market, economic and industry data

Market, economic and industry data used throughout this Securities Note is sourced from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this Securities Note to "£" or "pence" are to the lawful currency of the UK and all references to "€" are to the lawful currency of the EU.

Definitions

A list of defined terms used in this Securities Note is set out at Part 6 of this Securities Note.

Governing law

Unless otherwise stated, statements made in this Securities Note are based on the law and practice currently in force in England and Wales and are subject to changes therein.

Investment considerations

The contents of this Securities Note are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:

the legal requirements within their own countries for the subscription for, purchase, holding, transfer or other disposal of Shares;
any foreign exchange restrictions applicable to the subscription for, purchase, holding, transfer or other disposal of Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the subscription for, purchase, holding, transfer or other disposal of Shares.

An investment in Shares should be regarded as a long term investment. There can be no assurance that the Company's investment objective will be achieved.

The Prospectus should be read in its entirety before making any investment in the Shares. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Memorandum and Articles, which investors should review.

WEBSITE

The contents of the Company's website (www.tocpropertybackedlendingtrust.co.uk) does not form part of the Prospectus.

PART 1 REASONS FOR THE SHARE ISSUANCE PROGRAMME

Introduction

The Company's investment adviser is Tier One Capital Limited. Tier One Capital was launched by former Coutts and Barclays Wealth directors Stephen Black and Ian McElroy upon its authorisation by the FCA in early 2013. Both Stephen and Ian have extensive credit experience, much of which was gained in a difficult financial climate. While working as a private banker with Barclays Wealth in 2009, Stephen was promoted to Regional Credit Specialist in the North East. Ian has similarly dealt with credit lending during the course of his career. While working at Barclays Wealth as a vice president between 2005 and 2010, Ian managed a personal client book in excess of £80 million, a constituent part of which comprised credit. Tier One Capital has developed a direct lending offering that provides an opportunity which sits between conventional lending and the emerging peer-to-peer platform market. Tier One Capital uses its direct lending and credit expertise to source funds for borrowers, broker facility agreements and then offer continued support and guidance to borrowers through the lifespan of their loan.

Tier One Capital provides a range of services including investment management, direct lending and cash management. Further information in relation to Tier One Capital is set out at Part 4 of the Registration Document.

Background to, and reasons for, Initial Admission and the Share Issuance Programme

The Directors believe that the Initial Admission has the following principal benefits for Shareholders:

tax efficiency: existing direct lending holdings are not currently permitted to be held in any standard UK tax efficient wrappers. By launching an investment trust, and converting existing loan agreements into shares, investors can now access their returns in a more tax efficient manner;
Profit Shares: Shareholders will be able to participate in any gain from future Profit Shares; and
evolution of the Investment Adviser's direct lending proposition: the Investment Adviser has seen demand for the direct lending element of its platform grow rapidly. The Directors (as advised by the Investment Adviser) believe that the Company will streamline all parts of the direct lending process, including administration and monitoring and will provide greater certainty to borrowers and lenders for pipeline projects and enable the direct lending portfolio to grow more quickly.

The Directors believe that the Share Issuance Programme has the following principal benefits for Shareholders:

the net proceeds of the Share Issuance Programme will be used to invest in assets which will enable the Company to grow the Initial Portfolio thereby adding further diversification to its assets;

it allows the Company to tailor future equity issuance to its immediate pipeline, providing flexibility and minimising cash drag;
it enables the Company to raise additional capital quickly, in order to take advantage of discrete pipeline investment opportunities;
the option to issue C Shares will avoid dilution of existing holdings until at least 85 per cent. of the proceeds of any C Share issue are deployed; existing holders would therefore not be participating in a portfolio containing a substantial amount of un-invested cash before the conversion of any C Shares in issue;
an increase in the size of the Company following Initial Admission is expected to improve liquidity of the Ordinary Shares. This should enhance the marketability of the Company and should result in a broader investor base over the longer term;
an increase in the size of the Company following Initial Admission will mean that the fixed costs of operating the Company are spread over a larger asset base, thereby reducing the Company's on-going charges per Share.

It is intended that, following Initial Admission, all new Ordinary Shares under the Share Issuance Programme will be issued at the prevailing Net Asset Value per Ordinary Share at the time of issue or a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue, after related costs have been deducted, and at 100 pence per C Share for any issue of C Shares.

The Initial Issue

The Initial Issue comprises the issue of Ordinary Shares pursuant to the Initial Offer for Subscription. Following the Initial Issue, the Share Issuance Programme may be implemented by a Placing-Only Issue and/or a Subsequent Offer for Subscription, the terms of which will be published at the time of such Placing-Only Issue and/or Subsequent Offer for Subscription pursuant to the Share Issuance Programme. The Share Issuance Programme may also be implemented by the issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of further loans that are consistent with the Company's investment objective and policy.

Initial Portfolio

The Initial Portfolio consists of 10 loans with, as at 10 January 2017 (the latest practicable date prior to the publication of this document), a weighted average annualised yield of 8.33 per cent. and an average life of approximately 1.56 years. The Company will not benefit from any equity interest in any profit share arrangement in respect of the Initial Portfolio (with such contracts to continue to be held for the benefit of the Investment Adviser after the Initial Admission) but will continue to benefit from the pipeline opportunities they generate. Further details of the Initial Portfolio are set out at paragraphs 1 and 2 of Part 2 of the Registration Document and further details of the Offer and Lock Up Agreements are set out at paragraph 8.1 of Part 6 of the Registration Document.

In order to mitigate the risk of the Existing Investors disposing of their Ordinary Shares in the secondary market following Initial Admission, such investors have also agreed, pursuant to the terms of their respective Offer and Lock Up Agreements, not to transfer, dispose of or grant any options over any of the Ordinary Shares held by them at Admission for 180 days from Admission and, in respect of 50 per cent. of such Ordinary Shares for a further 90 days thereafter. The Offer and Lock Up Agreements contain exceptions customary for agreements of this nature including with the prior written approval of the Company and finnCap (which approval may be granted or declined at their absolute discretion).

Pipeline Investments

The Investment Adviser is currently engaged in various stages of negotiations on a potential portfolio of investments in the UK that meet the Company's investment objective and policy as set out in paragraph 3 of Part 2 of the Registration Document. The pipeline of potential investments totals approximately £90 million. The Investment Adviser estimates that (provided the Initial Net Proceeds do not exceed £100 million) the Initial Net Proceeds will be substantially invested within three to six months of Initial Admission, and that the Company will remain substantially or fully invested thereafter.

PART 2 THE SHARE ISSUANCE PROGRAMME AND THE INITIAL ISSUE

1 INTRODUCTION

The Company intends to issue up to 150 million Ordinary Shares and 150 million C Shares on a non-pre-emptive basis pursuant to the Share Issuance Programme in Tranches (including the Initial Issue). Shares will only be issued at times when the Company considers that suitable investments in accordance with the Company's investment policy will be capable of being secured within the near-term. Each Tranche may comprise a placing and/or an offer for subscription component on similar terms to the Initial Offer for Subscription.

Following the Initial Issue, the Share Issuance Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Shares on appropriate occasions over a period of time. The Share Issuance Programme is intended to satisfy market demand for the Shares, to raise further money for investment in accordance with the Company's investment policy and to allow the Company to issue new Ordinary Shares and/or C Shares as consideration for the acquisition of further loans that are consistent with the Company's investment objective and policy.

The total net proceeds of the Share Issuance Programme (including the Initial Issue) will depend on the number of Shares issued throughout the Share Issuance Programme, the Issue Price of such Shares, and the aggregate costs and commissions for each Tranche. However, assuming that the maximum number of Ordinary Shares available under the Share Issuance Programme are issued at an Issue Price of 100 pence per Ordinary Share with aggregate costs and commissions of approximately £3 million, the total net proceeds of the Share Issuance Programme would be approximately £147 million.

The Share Issuance Programme (including the Initial Issue) is being undertaken in order to, inter alia, raise equity funds which will be invested in accordance with the Company's investment policy and to meet the costs and expenses of the Share Issuance Programme (including the Initial Issue), and the Company's purchase of the Initial Portfolio.

The size and frequency of each Tranche following the Initial Issue, and of each placing, offer for subscription and acquisition component of each Tranche, will depend on the availability of suitable investments and demand from investors and shall be determined in the sole discretion of the Company in consultation with the Investment Adviser and finnCap.

2 THE SHARE ISSUANCE PROGRAMME

The Share Issuance Programme will open on 12 January 2017 and will close on 11 January 2018 (or any earlier date on which it is fully subscribed). The maximum number of Ordinary Shares to be issued pursuant to the Share Issuance Programme is 150 million and the maximum number of C Shares to be issued pursuant to the Share Issuance Programme is 150 million. The maximum number of Shares should not be taken as an indication of the number of Shares finally to be issued. The issue of Shares under the Share Issuance Programme is not being underwritten.

It is intended that the price at which Ordinary Shares are issued on a non-pre-emptive basis under the Share Issuance Programme will be at the prevailing Net Asset Value per Ordinary Share at the time of issue or a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue, after related costs have been deducted, and at 100 pence per C Share for any issue of C Shares.

Following the Initial Issue, the issue of Shares under the Share Issuance Programme is at the discretion of the Directors. Issuance may take place at any time prior to: (i) the final closing date of 11 January 2018; or (ii) such earlier date as all the Shares the subject of the Share Issuance Programme are issued. In relation to each Tranche, which includes an offer for subscription component, a new securities note and new summary will be published and an announcement will be released through a Regulatory Information Service, including details of the number of Shares allotted and the applicable Issue Price.

It is anticipated that dealings in the Shares will commence no more than two Business Days after the trade date for each issue of Shares. Whilst it is expected that all Shares issued pursuant to a particular Tranche will be issued in uncertificated form, if any Shares are issued in certificated form it is expected that share certificates would be despatched approximately two weeks after Admission of the relevant Shares. No temporary documents of title will be issued.

Ordinary Shares and/or C Shares issued pursuant to the Share Issuance Programme will rank pari passu with the existing Ordinary Shares and/or C Shares (as applicable) then in issue (save for any dividends or other Distributions declared, made or paid on the Ordinary Shares and/or C Shares (as applicable) by reference to a record date prior to the allotment of the relevant Ordinary Shares and/or C Shares (as applicable)).

The Share Issuance Programme will be suspended at any time when the Company is unable to issue Shares pursuant to the Share Issuance Programme under any statutory provision or other regulation applicable to the Company or otherwise at the Directors' discretion. The Share Issuance Programme may resume when such conditions cease to exist, subject always to the final closing date of the Share Issuance Programme being no later than 11 January 2018.

3 CONDITIONS

The issuance of each Tranche of Shares pursuant to the Share Issuance Programme (including the Initial Issue) is conditional upon, inter alia:

the applicable issue price being not less than the latest published Net Asset Value per Ordinary Share at the time of issue, after related costs have been deducted, and at 100 pence per C Share for any issue of C Shares; and
Admission of the relevant Ordinary Shares and/or C Shares issued pursuant to each Tranche.

In circumstances where these conditions are not fully met, the relevant issue of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme will not take place.

4 THE INITIAL ISSUE

Overview

The Initial Issue comprises the issue of Ordinary Shares and is being implemented by way of the Initial Offer for Subscription which will be made at an Initial Issue Price of 100 pence per Ordinary Share. The Company has received firm commitments in respect of 5 million Ordinary Shares pursuant to the Initial Issue pursuant to the terms of the Tier One Commitment Letter.

The Initial Offer for Subscription

The Company has agreed to make an offer of Ordinary Shares pursuant to the Initial Offer for Subscription in the UK at the Initial Issue Price, subject to the Terms and Conditions of Application. These terms and conditions are set out in Part 5 of this Securities Note and the Application Form should be read carefully before an application is made. Investors should consult their independent financial adviser if they are in any doubt about the contents of the Prospectus or the acquisition of Ordinary Shares.

Application Forms accompanied by a cheque or banker's draft in Sterling made payable to "Computershare re: TOC Property Backed Lending Trust PLC – Offer for Subscription A/C" and crossed "A/C Payee Only" for the appropriate sum should be returned to the Receiving Agent by no later than 11.00 a.m. on 20 January 2017. If the Initial Offer for Subscription is extended, the revised timetable will be notified to any investors who have returned Application Forms.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by 11.00 a.m. on 20 January 2017. Please contact Computershare by email at

[email protected] and Computershare will then provide applicants with a unique reference number which must be used when sending payment.

Applicants choosing to settle via CREST, that is DVP, will need to match their instructions to Computershare's participant account 3RA54 by no later than 1.00 p.m. on 23 January 2017, allowing for the delivery and acceptance of Ordinary Shares to be made against payment of the Initial Issue Price per Ordinary Share, following the CREST matching criteria set out in the Application Form.

Applications under the Initial Offer for Subscription must be for a minimum subscription amount of £1,000, and thereafter in multiples of £100. Commitments under the Initial Offer for Subscription, once made, may not be withdrawn without the consent of the Board. The Directors reserve the right to refuse applications for any reason.

The Company has received firm commitments in respect of 5 million Ordinary Shares pursuant to the Initial Issue.

5 OFFICIAL LIST AND MAIN MARKET

Applications will be made to the UK Listing Authority for the Ordinary Shares and, in due course, C Shares (if applicable) issued pursuant to the Share Issuance Programme to be admitted to listing on the premium listing segment of the Official List. Applications will also be made to the London Stock Exchange for such Ordinary Shares and, in due course, such C Shares (if applicable) to be admitted to trading on the Main Market.

The Company is subject to, and complies with, the on-going requirements of the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR.

6 INITIAL ADMISSION

Initial Admission is expected to take place at 8.00 a.m. on 24 January 2017. An investor applying for Ordinary Shares under the Initial Issue may receive Ordinary Shares in certificated or uncertificated form. The Ordinary Shares are in registered form. No temporary documents of title will be issued. Dealings in Ordinary Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned. It is expected that CREST accounts will be credited on 24 January 2017 in respect of Ordinary Shares issued in uncertificated form and definitive share certificates in respect of Ordinary Shares held in certificated form will be despatched by post during the week commencing 30 January 2017.

The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Shares, nor does it guarantee the price at which a market will be made in the Shares. Accordingly, the dealing price of the Shares may not necessarily reflect changes in the Net Asset Value per Share.

7 SCALING BACK AND ALLOCATION

The Company reserves the right to decline in whole or in part any application for Ordinary Shares pursuant to the Initial Issue.

The Company will notify investors of the number of new Ordinary Shares in respect of which their application has been successful and the results of the Initial Issue will be announced by the Company on or around 23 January 2017 via a Regulatory Information Service announcement.

Subscription monies received in respect of unsuccessful applications (or to the extent scaled back) will be returned, by cheque, without interest at the risk of the applicant to the bank account from which the money was received.

8 WITHDRAWAL

In the event that the Company is required to publish a supplementary prospectus prior to Initial Admission, applicants who have applied for Ordinary Shares under the Initial Issue shall have at least two clear Business Days following the publication of the relevant supplementary prospectus within which to withdraw their offer to acquire Ordinary Shares in its entirety. The right to withdraw an application to acquire Ordinary Shares in these circumstances will be available to all investors in the Initial Issue. If the application is not withdrawn within the stipulated period, any offer to apply for Ordinary Shares will remain valid and binding.

Investors under the Initial Offer for Subscription wishing to exercise statutory withdrawal rights after the publication of a supplementary prospectus and prior to Initial Admission must do so by lodging written notice of withdrawal by hand (during normal business hours only) to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by facsimile (during normal business hours only) so as to be received no later than two Business Days after the date on which the supplementary prospectus is published. Notice of withdrawal given by any other means or which is deposited with or received after expiry of such period will not constitute a valid withdrawal.

9 GENERAL

Applications pursuant to any Placing Only Issue under the Share Issuance Programme will be on terms and conditions to be published by the Company in due course.

The Share Issuance Programme may also be implemented by the issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of further loans that are consistent with the Company's investment objective and policy. The terms and conditions of such issuance will be contained in the relevant acquisition/offer documents.

Pursuant to anti-money laundering laws and regulations, with which the Company must comply in the UK, the Company (and its agents) may require evidence in connection with any application for Shares, including further identification of the applicant(s), before any Shares are issued.

The Directors (in consultation with the Investment Adviser and finnCap) may in their absolute discretion waive the minimum application amounts in respect of any particular application for Shares under any Tranche (including the Initial Issue).

If any Tranche (including the Initial Issue) does not proceed, any monies received under that Tranche will be returned to applicants without interest.

10 CLEARING AND SETTLEMENT

Shares issued pursuant to each Tranche (including the Initial Issue) will be issued in registered form and may be held in either certificated or uncertificated form and settled through CREST from the relevant date of Admission. In the case of Shares to be issued in uncertificated form pursuant to any Tranche (including the Initial Issue), these will be transferred to successful applicants through the CREST system. Accordingly, settlement of transactions in the Shares following the relevant Admission may take place within the CREST system if any Shareholder so wishes. CREST is a paperless book-entry settlement system operated by Euroclear which enables securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument. CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so.

It is expected that the Company will arrange for Euroclear to be instructed on the relevant Admission date to credit the appropriate CREST accounts of the subscribers concerned or their nominees with their respective entitlements to Shares. The names of subscribers or their nominees investing through their CREST accounts will be entered directly on to the share register of the Company.

The transfer of Shares outside of the CREST system following the closing of each Tranche (including the Initial Issue) should be arranged directly through CREST. However, an investor's beneficial holding held through the CREST system may be exchanged, in whole or in part, only upon the specific request

of the registered holder to CREST for share certificates or an uncertificated holding in definitive registered form. If a Shareholder or transferee requests Shares to be issued in certificated form and is holding such Shares outside CREST, a share certificate will be despatched either to him or his nominated agent (at his risk) within 21 days of completion of the registration process or transfer, as the case may be, of the Shares. Shareholders holding definitive certificates may elect at a later date to hold such Shares through CREST or in uncertificated form provided they surrender their definitive certificates.

Shareholders holding their Shares through CREST or otherwise in uncertificated form may obtain from the Registrar (as evidence of title) a certified extract from the Register showing their shareholding.

11 OVERSEAS PERSONS

The attention of potential investors who are Overseas Persons is drawn to the paragraphs below. The offer of Shares to Overseas Persons may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to obtain Shares. It is the responsibility of all Overseas Persons receiving the Prospectus and/or wishing to subscribe for Shares to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.

In particular, no person receiving a copy of the Prospectus in any territory other than the UK may treat the same as constituting an offer or invitation to him/her, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements. Persons (including, without limitation, nominees and trustees) receiving the Prospectus may not distribute or send it to any U.S. Person or in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations including, but not limited to, the Excluded Territories.

The Company reserves the right to treat as invalid any agreement to subscribe for Shares if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

12 TYPICAL INVESTOR

An investment in the Shares is only suitable for institutional investors and professionally-advised private investors who understand and are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may equal the whole amount invested) that may result from such an investment. Furthermore, an investment in the Shares should constitute part of a diversified investment portfolio. It should be remembered that the price of Shares and the income from them can go down as well as up.

PART 3 TAXATION

The following comments do not constitute tax advice and are intended only as a guide to current UK law and HMRC's published practice as at the date of this Securities Note (both of which are subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the UK tax treatment of Shareholders and (except insofar as express reference is made to the treatment of non-UK residents) are intended to apply only to Shareholders who for UK tax purposes are resident in and, in the case of individuals, domiciled in the UK and to whom "split year" treatment does not apply. The comments apply only to Shareholders who are the absolute beneficial owners of their Shares and the dividends payable on them and who hold their Shares as investments (and not as securities to be realised in the course of a trade).

Prospective investors who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK are strongly advised to consult their own professional advisers.

1. THE COMPANY

2. SHAREHOLDERS

2.1 Taxation of dividends – individuals

Interest distributions

The Directors currently intend to elect for the streaming regime to apply to income received from its loan portfolio (but not any returns from the Profit Shares). If the Directors elect for the streaming regime to apply, a UK resident individual Shareholder receiving a dividend designated by the Company as an interest distribution would be treated for tax purposes as receiving a payment of interest. Such a Shareholder would be subject to UK income tax at the rates of 20 per cent., 40 per cent. or 45 per cent., depending on the level of the Shareholder's income. Such distributions would generally be paid to the individual Shareholder after the deduction of 20 per cent. income tax.

Dividends which are not designated as "interest distributions"

The Company is not required to withhold UK tax when paying a dividend on the Shares.

UK resident individual Shareholders will be liable to income tax on the amount of any dividends received. Such individual Shareholders will be entitled to a £5,000 annual tax free dividend allowance (fiscal year 2016/2017). Dividends received in excess of this threshold will be taxed, for the fiscal year 2016/2017, at 7.5 per cent. (basic rate taxpayers), 32.5 per cent. (higher rate taxpayers) and 38.1 per cent. (additional rate taxpayers).

2.2. Taxation of dividends – companies

Interest distributions

The Company will not generally be required to withhold UK tax when paying a dividend on the Shares where the recipient of the dividend is a company (whether UK resident or not).

Dividends which are not designated as "interest distributions"

The Company is not required to withhold UK tax when paying a dividend on the Shares.

2.3 Taxation of disposals

General

Buy-backs of Shares

For UK resident corporate Shareholders, the distribution element should generally be exempt from corporation tax on income (provided that, as discussed above, the distribution falls into an exempt class and any other relevant conditions are met). In the case of a buy-back of Shares, however, the exempt distribution element would generally fall to be taken into account in the calculation of any chargeable gains subject to corporation tax.

Conversion of C Shares

A conversion of C Shares into new Ordinary Shares should, for the purposes of UK taxation of chargeable gains, generally be treated as a reorganisation of share capital and, to that extent, should not be treated as giving rise to a disposal.

2.4 ISAs

2.5 Lifetime ISAs

Shares acquired pursuant to the Initial Offer for Subscription or pursuant to each Subsequent Offer for Subscription or in the secondary market (but not Shares acquired directly under a Placing Only Issue or as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy) should, from April 2017 (or from such later date as Lifetime ISAs may become available) qualify for inclusion in a Lifetime ISA, subject to applicable subscription limits. Investments held in Lifetime ISAs will be free of UK tax on both capital gains and income. Individuals wishing to invest in Shares through a Lifetime ISA should contact their professional advisers.

2.6 Stamp Duty and Stamp Duty Reserve Tax

The Share Issuance Programme

The issue of Shares pursuant to the Share Issuance Programme will not give rise to stamp duty or SDRT.

Subsequent transfers of Shares

The liability to pay stamp duty or SDRT is normally satisfied by the purchaser or transferee.

Shares held through CREST

Shares held through clearance services or depositary receipt arrangements

2.7 Information reporting

PART 4

GENERAL INFORMATION

1 SHARE CAPITAL

1.1 The principal legislation under which the Company operates, and under which the Shares are created, is the Companies Act.

1.2 Set out below is the issued share capital of the Company: (i) as at the date of this Securities Note; and (ii) immediately following Initial Admission and completion of the transfer of the Initial Portfolio (assuming 16,601,000 Ordinary Shares are issued):

	Ordinary Shares		Management Shares
		Aggregate nominal value	Number	Aggregate nominal value	Number
(i)	As at the date of this Securities Note	£0.01	1	£50,000	50,000
(ii)	Immediately following Initial Admission*	£166,010.00	16,601,000	-	-

All Ordinary Shares will be fully paid at Initial Admission. The Management Shares will be redeemed at par immediately following Initial Admission out of the proceeds of the Initial Issue. The Ordinary Shares are not redeemable. No C Shares are being issued pursuant to the Initial Issue.

1.3 On incorporation, one Ordinary Share was issued at one pence (fully paid) for the purposes of incorporation to the Investment Adviser as the subscriber to the Company's memorandum of association. On 27 September 2016, 50,000 Management Shares were issued at par (fully paid) to the Investment Adviser.

1.4 The effect of the Initial Issue will be to increase the net assets of the Company. On the assumption that the Gross Proceeds are c.£16.6 million, the Initial Issue is expected to increase the net assets of the Company by c.£16.0 million. The Initial Issue is expected to be earnings enhancing.

1.5 By ordinary and special resolutions passed on 19 December 2016:

and 31 May 2020, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the Ordinary Shares and/or C Shares to be allotted and/or transferred after such expiry and the Directors may allot and/or transfer Ordinary Shares and/or C Shares in pursuance of such an offer or agreement as if such power had not expired;

(d) conditionally upon the issue of Ordinary Shares by the Company pursuant to the Initial Issue and the acquisition of the Initial Portfolio and the payment up in full thereof, it was resolved that the amount standing to the credit of the share premium account of the Company following completion of the Initial Issue and the acquisition of the Initial Portfolio be cancelled; and

(e) the Company was authorised in accordance with Section 701 of the Companies Act to make market purchases (within the meaning of Section 693(4) of the Companies Act) of Ordinary Shares provided that the maximum number of Ordinary Shares authorised to be purchased is 14.99 per cent. of the Ordinary Shares in issue immediately following completion of the Initial Issue. The minimum price which may be paid for an Ordinary Share is £0.01. The maximum price which may be paid for an Ordinary Share must not be more than the higher of (i) 5 per cent. above the average of the mid-market value of the Ordinary Shares for the five Business Days before the purchase is made or (ii) the higher of the last independent trade and the highest current independent bid for Ordinary Shares. Such authority will expire on the conclusion of the first annual general meeting of the Company save that the Company may contract to purchase Ordinary Shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase Ordinary Shares in pursuance of such contract.

1.6 The provisions of Section 561(1) of the Companies Act (which, to the extent not disapplied pursuant to Sections 570 and 573 of the Companies Act, confer on Shareholders rights of preemption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to issues by the Company of equity securities save to the extent disapplied as mentioned in paragraph 1.5 above.

1.7 The Companies Act abolished the requirement for companies incorporated in England and Wales to have an authorised share capital. Furthermore, the Articles do not contain a provision expressly limiting the number of Ordinary Shares or C Shares that can be issued by the Company.

1.8 In accordance with the power granted to the Directors by the Articles, it is expected that the Shares to be issued pursuant to each Tranche will be allotted (conditionally upon the relevant Admission) pursuant to a resolution of the Board to be passed shortly before the relevant Admission in accordance with the Companies Act.

1.9 Save as disclosed in this paragraph 1.9, no share or loan capital of the Company has since the date of incorporation of the Company been issued or been agreed to be issued, fully or partly paid, either for cash or for a consideration other than cash, and no such issue is now proposed.

1.10 The Company has not granted any options over its share or loan capital which remain outstanding and has not agreed, conditionally or unconditionally to grant any such options and no convertible securities, exchangeable securities or securities with warrants have been issued by the Company.

1.11 All of the Shares will be in registered form and will be eligible for settlement in CREST. Temporary documents of title will not be issued.

1.12 Applicants who have signed and returned Application Forms in respect of the Initial Offer for Subscription may not withdraw their applications for Ordinary Shares subject to their statutory rights of withdrawal in the event of the publication of a supplementary prospectus.

2 INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS

2.1 The Directors and their associates intend to subscribe for Ordinary Shares pursuant to the Initial Issue in the amounts set out below:

Director	Number of Ordinary Shares	% of issued Ordinary Share capital*
Stephen Coe	15,000	0.09

*Assuming Gross Proceeds of c.£16.6 million.

Save as disclosed in this paragraph 2.1, immediately following Initial Admission, no Director will have any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.

2.2 As at the date of this Securities Note, insofar as is known to the Company, there are no parties known to have a notifiable interest under English law in the Company's capital or voting rights.

2.3 On Initial Admission and following completion of the transfer of the Initial Portfolio, in so far as is known to the Company, the following persons will hold, directly or indirectly, three per cent. or more of the Ordinary Shares:

Name	No. of Ordinary Shares	Percentage of issued ordinary share capital*
Mr. B Thompson	2,125,000	12.80%
Preston Transport Limited	1,700,000	10.24%
Mr. H and Mrs M Gibson	645,000	3.89%
Mr. AJ and Mrs A Beardsmore	500,000	3.01%
Mr. P and Mrs S Beecroft	500,000	3.01%
The Trustees of the William Young Deceased Will Trust	500,000	3.01%

*Assuming 16,601,000 Ordinary Shares are issued pursuant to the Initial Issue.

2.4 All holders of Ordinary Shares have the same voting rights in respect of the share capital of the Company.

2.5 Pending the allotment of Ordinary Shares pursuant to the Initial Issue, the Company is controlled by the Investment Adviser, as described in paragraph 1.3 of this Part 4 above. The Company and the Directors are not aware of any other person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.

2.6 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

3 THE ARTICLES

The Articles contain provisions, inter alia, to the following effect:

3.1 Voting rights

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

(b) Unless the Board otherwise determines, no member shall be entitled to receive any dividends or be present and vote at a general meeting or a separate general meeting of the holders of any class of shares, either in person or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other right or privilege as a member in respect of a share held by him, unless and until he shall have paid all calls for the time being due and payable by him in respect of that share, whether alone or jointly with any other person, together with interest and expenses (if any) payable by him to the Company or if he, or any other person whom the Company reasonably believes to be interested in such shares, has been issued with a notice pursuant to the Companies Act requiring such person to provide information about his interests in the Company's shares and has failed in relation to any such shares to give the Company the required information within 14 days.

3.2 Dividends

(e) The Board may also, with the prior authority of an ordinary resolution of the Company and subject to the Articles and such terms and conditions as the Board may determine, offer to

holders of shares the right to elect to receive shares of the same class, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.

3.3 Winding up

(a) If the Company is wound up the liquidator may, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act, divide among the shareholders in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as he may with the like sanction determine, but no shareholder shall be compelled to accept any shares or other securities upon which there is a liability.

(b) The Directors are required to propose on ordinary resolution that the Company continue its business as presently constituted (the “Continuation Resolution”) at the fifth annual general meeting of the Company and at each third annual general meeting of the Company thereafter. If any Continuation Resolution is not passed, the Directors will formulate proposals to be put to Shareholders to reconstruct, reorganise or wind-up the Company.

3.4 Transfer of shares

(b) The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless:

(i) it is in respect of a share which is fully paid up;

(ii) it is in respect of only one class of shares;

(iii) it is in favour of a single transferee or not more than four joint transferees;

(iv) it is duly stamped (if so required); and

person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so,

(c) Unless the Board otherwise determines, a transfer of shares will not be registered if the transferor or any other person whom the Company reasonably believes to be interested in the transferor's shares has been duly served with a notice pursuant to the Companies Act requiring such person to provide information about his interests in the Company's shares, has failed to supply the required information within 14 days and the shares in respect of which such notice has been served represent at least 0.25 per cent. in nominal value of their class, unless the member is not himself in default as regards supplying the information required and proves to the satisfaction of the Board that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer, or unless such transfer is by way of acceptance of a takeover offer, in consequence of a sale on a recognised investment exchange or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded or is in consequence of a bona fide sale to an unconnected party.

(e) No fee shall be charged for the registration of any instrument of transfer or any other document relating to or affecting the title to any shares.

(f) If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors (i) would cause the assets of the Company to be treated as "plan assets" of any benefit plan investor under Section 3(42) of ERISA or the U.S. Code; or (ii) would or might result in the Company and/or its shares being required to register or qualify under the U.S. Investment Company Act and/or the U.S. Securities Act and/or the U.S. Securities Exchange Act 1934 and/or any laws of any state of the U.S. that regulate the offering and sale of securities; or (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the U.S. Securities Exchange Act 1934; or (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the U.S. Code; or (v) creates a significant legal or regulatory issue for the Company under the U.S. Bank Holding Company Act of 1956 (as amended) or regulations or interpretations thereunder, then any shares which the Directors decide are shares which are so held or beneficially owned ("Prohibited Shares") must be dealt with in accordance with paragraph 3.4(g) below. The Directors may at any time give notice in writing to the holder of a share requiring him to make a declaration as to whether or not the share is a Prohibited Share.

will vest in the Chairman of any such meeting, who may exercise or refrain from exercising them entirely at his discretion. If the notice is not complied with within 21 days to the satisfaction of the Directors, the Directors shall arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Share. The net proceeds of sale (after payment of the Company's costs of sale and together with interest at such rate as the Directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him of the relevant share certificate (if applicable).

3.5 Variation of rights

(a) If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any shares (whether or not the Company may be or is about to be wound up) may from time-to-time be varied or abrogated in such manner (if any) as may be provided in the Articles by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the relevant class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the class duly convened and held in accordance with the Companies Act.

3.6 Alteration of share capital

The Company may, from time to time, by ordinary resolution:

(a) authorise the Directors to increase its share capital by allotting new shares;

(b) consolidate and divide all or any of its share capital into shares of larger nominal amount than its existing shares;

(d) redenominate its share capital by converting shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency.

3.7 Management Shares

shares payable on demand. The holders of the Management Shares will not have any right to receive notice of or vote at any general meeting of the Company.

3.8 C Shares and Deferred Shares

The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.

(a) The following definitions apply for the purposes of this paragraph only:

"Calculation Date" means, in relation to any tranche of C Shares, the earliest of the:

(i) close of business on the date to be determined by the Directors occurring not more than 10 Business Days after the day on which the Manager shall have given notice to the Directors that at least 85 per cent. of the Net Proceeds (or such other percentage as the Directors and Manager shall agree) shall have been invested; or
(ii) close of business on the date falling six calendar months after the allotment of that tranche of C Shares or if such a date is not a Business Day the next following Business Day; or
(iii) the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obligations in respect of Conversion of that tranche of C Shares; or
(iv) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are in contemplation in relation to any tranche of C Shares;

"Conversion" means conversion of any tranche of C Shares into Shares and Deferred Shares in accordance with paragraph (i) below;

"Conversion Ratio" is the ratio of the net asset value per C Share of the relevant tranche to the net asset value per Share, which is calculated as:

$$
\text{Conversion Ratio} = \frac{A}{B}
$$

$$
A = \frac{C - D}{E}
$$

$$
B = \frac{F - G}{H}
$$

where:

"C" is the aggregate of:

(ii) the value of all other investments of the Company attributable to the C Shares of the relevant tranche (other than investments included in (i) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the relevant Calculation Date after taking into account any other price publication services reasonably available to the Directors; and

(iii) the amount which, in the Directors' opinion, fairly reflects, on the relevant Calculation Date, the value of the current assets of the Company attributable to the C Shares of the relevant tranche (excluding the investments valued under (i) and (ii) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

"D" is the amount (to the extent not otherwise deducted from the assets attributable to the C Shares of the relevant tranche) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the C Shares of the relevant tranche on the relevant Calculation Date;

"E" is the number of C Shares of the relevant tranche in issue on the relevant Calculation Date;

"F" is the aggregate of:

(i) the value of all the investments of the Company attributable to the Shares (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are in each case to be valued in accordance with (ii) below) which are listed, quoted, dealt in or traded on a stock exchange calculated by reference to the bid-market quotations at close of business of, or, if appropriate, the daily average of the prices marked for, those investments on the relevant Calculation Date on the principal stock exchange or market where the relevant investment is listed, quoted, dealt in or traded as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available; and

(ii) the value of all other investments of the Company attributable to the Shares (other than investments included in (i) above) calculated by reference to the Directors' belief as to a fair current value for those investments on the relevant Calculation Date after taking into account any other price publication services reasonably available to the Directors; and

(iii) the amount which, in the Directors' opinion, fairly reflects, on the relevant Calculation Date, the value of the current assets of the Company attributable to the Shares (excluding the investments valued under (i) and (ii) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature);

"H" is the number of Shares in issue on the relevant Calculation Date (excluding any Shares held in treasury),

"Deferred Shares" means deferred shares of one pence each in the capital of the Company arising on Conversion;

"Existing Shares" means the Shares in issue immediately prior to Conversion;

"Net Proceeds" means the net cash proceeds of the issue of any tranche of C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).

(b) The holders of the Shares, any tranche of C Shares and the Deferred Shares shall, subject to the provisions of the Articles, have the following rights to be paid dividends:

(iii) the Existing Shares shall confer the right to dividends declared in accordance with the Articles;

(c) The holders of the Shares, any tranche of C Shares, the Deferred Shares and the Management Shares shall, subject to the provisions of the Articles, have the following rights as to capital:

(i) the surplus capital and assets of the Company shall on a winding-up or on a return of capital (otherwise than on a purchase or redemption by the Company of any of

its shares) at a time when one or more tranches of C Shares are for the time being in issue and prior to the Conversion Date be applied amongst the holders of the Existing Shares pro rata according to the nominal capital paid up on their holdings of Existing Shares, after having deducted therefrom:

(C) thirdly, in paying to the holders of the Management Shares in respect of each such share the amount paid up or treated as paid up thereon,

for the purposes of this paragraph (c) the Calculation Date shall be such date as the liquidator may determine; and

(B) secondly, there will be paid to the holders of the Management Shares in respect of each such share the amount paid up or treated as paid up thereon; and

(C) thirdly, the surplus shall be divided amongst the Shareholders pro rata according to the nominal capital paid up on their holdings of Shares.

(d) As regards voting:

(ii) the Deferred Shares shall not carry any right to receive notice of nor to attend or vote at any general meeting of the Company.

(e) The following shall apply to the Deferred Shares:

(i) no alteration shall be made to the Articles;

(iii) no resolution of the Company shall be passed to wind-up the Company.

(iii) give appropriate instructions to the Manager to manage the Company's assets so that such undertakings can be complied with by the Company.

(i) the Directors shall procure that within 10 Business Days of the relevant Calculation Date:

(iii) On conversion each C Share of the relevant tranche shall automatically subdivide into 10 conversion shares of 1 pence each and such conversion shares of 1 pence each shall automatically convert into such number of Shares and Deferred Shares as shall be necessary to ensure that, upon such Conversion being completed:

(B) each conversion share of 1 pence which does not so convert into a Share shall convert into one Deferred Share.

(vi) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.

4 CITY CODE ON TAKEOVERS AND MERGERS

4.1 Mandatory bid

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:

a person acquires an interest in Shares which, when taken together with Shares already held by him or persons acting in concert with him, carry 30 per cent. or more of the voting rights in the Company; or
a person who, together with persons acting in concert with him, is interested in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company acquires additional interests in Shares which increase the percentage of Shares carrying voting rights in which that person is interested,

4.2 Compulsory acquisition

In addition, pursuant to Section 983 of the Companies Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire his shares on the same terms as the takeover offer.

5 WORKING CAPITAL

The Company is of the opinion that the working capital available to the Company is sufficient for its present requirements, that is for at least the next 12 months from the date of this Securities Note.

6 CAPITALISATION AND INDEBTEDNESS

As at the date of this Securities Note, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness, and has not entered into any mortgage, charge or security interest, and the Company's issued share capital consists of 50,000 Management Shares of 100 pence each, all fully paid and one Share of one pence (fully paid).

7 GENERAL

7.1 On the assumption that Gross Proceeds of c.£16.6 million are raised pursuant to the Initial Issue (including the issue of the Consideration Shares), the expenses payable by the Company in respect of the Initial Issue will not exceed £0.6 million (being c.0.4 per cent. of the Gross Proceeds), resulting in Net Proceeds of c.£16.0 million.

7.2 The actual Net Proceeds are not known as at the date of this Securities Note but will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission in relation to the Ordinary Shares issued pursuant to the Initial Issue.

7.3 The total net proceeds of the Share Issuance Programme (including the Initial Issue) will depend on the number of Shares issued throughout the Share Issuance Programme, the issue price of such Shares, and the aggregate costs and commissions for each Tranche.

7.4 Where third party information has been referenced in this Securities Note, the source of that third party information has been disclosed. All information in this Securities Note that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

PART 5 TERMS AND CONDITIONS OF THE INITIAL OFFER FOR SUBSCRIPTION

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. In the case of a joint application, references to you in these Terms and Conditions of Application are to each of you, and your liability is joint and several. Please ensure you read these terms and conditions in full before completing the Application Form.

The Initial Offer for Subscription is only being made in the United Kingdom. If you are outside of the United Kingdom see paragraph 2.7 of this Part 5.

1 INTRODUCTION

Ordinary Shares are available under the Initial Offer for Subscription at the Initial Issue Price.

Applications must be made on the application form (the "Application Form") attached to this Securities Note or otherwise published by the Company.

2 EFFECT OF APPLICATION

Applications under the Initial Offer for Subscription must be for Ordinary Shares with a minimum subscription amount of £1,000 and thereafter in multiples of £100.

2.1 Offer to acquire Ordinary Shares

By completing and delivering an Application Form, you, as the applicant, and, if you sign the Application Form on behalf of another person or a corporation, that person or corporation:

(a) offer to subscribe for such number of Ordinary Shares at £1.00 per Ordinary Share as may be purchased by the subscription amount specified in Box 1 on your Application Form (being a minimum subscription amount of £1,000), or such smaller number for which such application is accepted, on the terms, and subject to the conditions, set out in this Securities Note, including these Terms and Conditions of Application and the Articles in force from time to time;

(b) agree that, in consideration of the Company agreeing that it will not, prior to the date of Initial Admission, offer for subscription any Ordinary Shares to any person other than by means of the procedures referred to in this Securities Note, your application may not be revoked (subject to any legal right to withdraw your application which arises as a result of the publication of a supplementary prospectus by the Company prior to Initial Admission) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to or, in the case of delivery by hand, on receipt by, the Receiving Agent of your Application Form;

(c) undertake to pay the subscription amount specified in Box 1 on your Application Form in full on application and warrant that the remittance accompanying your Application Form will be honoured on first presentation and agree that if such remittance is not so honoured you will not be entitled to receive a share certificate for the Ordinary Shares applied for in certificated form or be entitled to commence dealing in Ordinary Shares applied for in uncertificated form or to enjoy or receive any rights in respect of such Ordinary Shares unless and until you make payment in cleared funds for such Ordinary Shares and such payment is accepted by the Receiving Agent (which acceptance shall not constitute an acceptance of your application under the Initial Offer for Subscription and shall be in its

absolute discretion and on the basis that you indemnify the Receiving Agent, the Company, and finnCap against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of your remittance to be honoured on first presentation) and the Company may (without prejudice to any other rights it may have) avoid the agreement to allot the Ordinary Shares and may allot them to some other person, in which case you will not be entitled to any refund or payment in respect thereof (other than the refund by way of a cheque in your favour at your risk, for an amount equal to the proceeds of the remittance which accompanied your Application Form, without interest);

(d) agree, that where on your Application Form a request is made for Ordinary Shares to be deposited into a CREST account (a "CREST Account"), (i) the Receiving Agent may in its absolute discretion issue such Ordinary Shares in certificated form registered in the name(s) of the holder(s) specified in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST Account or in receiving your remittance in cleared funds) and (ii) the Receiving Agent, the Company, or finnCap may authorise your financial adviser or whoever he or she may direct to send a document of title for or credit your CREST Account in respect of the number of Ordinary Shares for which your application is accepted, and/or a crossed cheque for any monies returnable, by post at your risk to your address set out on your Application Form;

(e) agree, in respect of applications for Ordinary Shares in certificated form (or where the Receiving Agent exercises its discretion pursuant to paragraph 2.1(d) above to issue Ordinary Shares in certificated form), that any share certificate to which you or, in the case of joint applicants, any of the persons specified by you in your Application Form may become entitled or pursuant to paragraph 2.1(d) above (and any monies returnable to you) may be retained by the Receiving Agent:

(i) pending clearance of your remittance;

(ii) pending investigation of any suspected breach of the warranties contained in paragraphs 2.5(a), (b), (f), (h), (m), (n), (o), (p), (q), I or (s) or any other suspected breach of these Terms and Conditions of Application; or

(iii) pending any verification of identity which is, or which the Receiving Agent considers may be, required for the purpose of the UK Money Laundering Regulations and any other regulations applicable thereto, and any interest accruing on such retained monies shall accrue to and for the benefit of the Company;

(f) agree, on the request of the Receiving Agent to disclose promptly in writing to them such information as the Receiving Agent may request in connection with your application and authorise the Receiving Agent to disclose any information relating to your application which they may consider appropriate;

(g) agree that if satisfactory evidence of identity is not provided to the Receiving Agent within a reasonable time (in the opinion of the Receiving Agent) following a request, the Company may terminate the agreement with you to allot Ordinary Shares and, in such case, the Ordinary Shares which would otherwise have been allotted to you may be re- allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned by a cheque drawn on a branch of a UK clearing bank to the bank account on which the payment accompanying the application was first drawn without interest and at your risk;

(h) agree that you are not applying on behalf of a person engaged in money laundering;

(i) undertake to ensure that, in the case of an application signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a

solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;

(j) undertake to pay interest at the rate described in paragraph 2.2 below if the remittance accompanying your Application Form is not honoured on first presentation;

(k) authorise the Receiving Agent to procure that there be sent to you definitive certificates in respect of the number of Ordinary Shares for which your application is accepted or if you have completed Section 2B on your Application Form, but subject to paragraph 2.1(d) above, to deliver the number of Ordinary Shares for which your application is accepted into CREST, and/or to return any monies returnable by a cheque drawn on a branch of a UK clearing house to the bank account name from which such monies were received without interest and at your risk;

(l) confirm that you have read and complied with paragraph 2.7 below;

(m) agree that all subscription cheques and payments will be processed through a bank account in the name of "Computershare re: TOC Property Backed Lending Trust PLC – Offer for Subscription A/C" opened by the Receiving Agent;

(n) agree that your Application Form is addressed to the Company and the Receiving Agent;

(o) agree that if a fractional entitlement to a Share arises on your application, the number of Ordinary Shares issued to you will be rounded down to the nearest whole number and any fractions shall be retained by the Company for its benefit;

(p) acknowledge that the offer to the public of Ordinary Shares is being made only in the United Kingdom and represent that you are a United Kingdom resident (unless you are able to provide such evidence as the Company may, in its absolute discretion, require that you are entitled to apply for Ordinary Shares); and

(q) agree that any application may be rejected in whole or in part at the sole discretion of the Company.

2.2 Acceptance of your offer

The Receiving Agent under instruction of the Company, may accept your offer to subscribe (if your application is received, valid (or treated as valid), processed and not rejected).

The basis of allocation will be determined by the Company in consultation with the Investment Adviser and finnCap. The right is reserved notwithstanding the basis as so determined to reject in whole or in part and/or scale back any application. The right is reserved to treat as valid any application not complying fully with these Terms and Conditions of Application or not in all respects completed or delivered in accordance with the instructions accompanying the Application Form. In particular, but without limitation, the Company may accept an application made otherwise than by completion of an Application Form where you have agreed with the Company in some other manner to apply in accordance with these Terms and Conditions of Application.

The Receiving Agent will present all cheques and bankers' drafts for payment on receipt and will retain documents of title and surplus monies pending clearance of successful applicants' payments.

The Receiving Agent may, as agent of the Company, require you to pay interest or its other resulting costs (or both) if the payment accompanying your application is not honoured on first presentation. If you are required to pay interest you will be obliged to pay the amount determined by the Company to be the interest on the amount of the payment from the date on which all payments in cleared funds are due to be received until the date of receipt of cleared funds. The rate of interest will be a rate equal to the London Inter-Bank Offered Rate for seven day deposits

in sterling plus 2 per cent. per annum. The right is also reserved to reject in whole or in part, or to scale down or limit, any application.

Payments must be made by cheque or banker's draft in pounds sterling drawn on a branch in the United Kingdom of a bank or building society that is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or that has arranged for its cheques or bankers' drafts to be cleared through the facilities provided for members of either of those companies. Such cheques or bankers' drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of an individual applicant where they have sole or joint title to the funds, should be made payable to "Computershare re: TOC Property Backed Lending Trust PLC – Offer for Subscription A/C" and crossed "A/C payee only". Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping/endorsing the cheque or banker's draft to that effect. The account name should be the same as that shown on the Application Form.

For applicants sending subscription monies by electronic bank transfer (CHAPS) payment must be made for value by 11.00 a.m. on 20 January 2017. Please contact Computershare by email at [email protected] for full bank details or telephone the Shareholder helpline on 0370 707 1019 from within the UK or on +44 (0) 370 707 1019 if calling from outside the UK for further information. Computershare will then provide you with a unique reference number which must be used when sending payment.

Applicants choosing to settle via CREST, that is DVP, will need to match their instructions to Computershare's participant account 3RA54 by no later than 1.00 p.m. on 23 January 2017, allowing for the delivery and acceptance of Ordinary Shares to be made against payment of the Initial Issue Price, following the CREST matching criteria set out in the Application Form.

2.3 Conditions

The contract created by the acceptance of applications (in whole or in part) under the Initial Offer for Subscription will be conditional upon:

(a) Initial Admission occurring and becoming effective by 8.00 a.m. (London time) on 24 January 2017 (or such later time and/or date as the Company, the Investment Adviser and finnCap may agree); and
(b) the Sponsor Agreement becoming otherwise unconditional in all respects in relation to the Initial Issue (save as to Initial Admission) and not having been terminated in accordance with its terms prior to Initial Admission.

You will not be entitled to exercise any remedy of rescission for innocent misrepresentation (including pre-contractual representations) at any time after acceptance. This does not affect any other right you may have.

2.4 Return of application monies

Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest by returning your cheque, or by crossed cheque in your favour, by post at the risk of the person(s) entitled thereto, without interest. In the meantime, application monies will be retained by the Receiving Agent in a non-interest bearing separate account.

2.5 Warranties

By completing an Application Form, you:

(a) undertake and warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these Terms and Conditions of Application and undertake to enclose your power of attorney or other authority or a complete copy thereof duly certified by a solicitor or notary;

(b) warrant, if the laws of any territory or jurisdiction outside the UK are applicable to your application, that you have complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action or omitted to take any action which will result in the Company or the Receiving Agent or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside of the UK in connection with the Initial Offer for Subscription in respect of your application;

(c) confirm that (save for advice received from your financial adviser (if any)) in making an application you are not relying on any information or representations in relation to the Company other than those contained in the Prospectus and any supplementary prospectus published by the Company prior to Initial Admission (on the basis of which alone your application is made) and accordingly you agree that no person responsible solely or jointly for the Prospectus, any such supplementary prospectus, or any part thereof shall have any liability for any such other information or representation;

(d) agree that, having had the opportunity to read the Prospectus, you shall be deemed to have had notice of all information and representations concerning the Company and the Ordinary Shares contained therein;

(e) acknowledge that no person is authorised in connection with the Initial Offer for Subscription to give any information or make any representation other than as contained in the Prospectus and any supplementary prospectus published by the Company prior to Initial Admission and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, finCap or the Receiving Agent;

(f) warrant that you are not under the age of 18 on the date of your application;

(g) agree that all documents and monies sent by post to, by, from or on behalf of the Company or the Receiving Agent, will be sent at your risk and, in the case of documents and returned application cheques and payments to be sent to you, may be sent to you at your address (or, in the case of joint holders, the address of the first named holder) as set out in your Application Form;

(h) confirm that you have reviewed the restrictions contained in paragraph 2.7 below and warrant that you (and any person on whose behalf you apply) comply with the provisions therein;

(i) agree that, in respect of those Ordinary Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Register;

(j) agree that all applications, acceptances of applications and contracts resulting therefrom under the Initial Offer for Subscription shall be governed by and construed in accordance with the laws of England and Wales and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of the Company to bring any action, suit

or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;

(k) irrevocably authorise the Company, finnCap or any other person authorised by any of them, as your agent, to do all things necessary to effect registration of any Ordinary Shares subscribed by or issued to you into your name and authorise any representatives of the Company and/or finnCap and/or the Receiving Agent to execute any documents required therefor and to enter your name on the Register;

(l) agree to provide the Company with any information which it, finnCap or the Receiving Agent may request in connection with your application or to comply with any other relevant legislation (as the same may be amended from time-to-time) including without limitation satisfactory evidence of identity to ensure compliance with the UK Money Laundering Regulations;

(m) warrant that, in connection with your application, you have observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your application in any territory and that you have not taken any action which will or may result in the Company, finnCap or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Initial Offer for Subscription or your application;

(n) represent and warrant to the Company that: (i) you are not a U.S. Person, are not located within the United States and are not acquiring the Ordinary Shares for the account or benefit of a U.S. Person; (ii) you are acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S; (iii) you understand and acknowledge that the Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or to, or for the account or benefit of, U.S. Persons; and (iv) you understand and acknowledge that the Company has not registered and will not register as an investment company under the U.S. Investment Company Act;

(o) represent and warrant to the Company that if in the future you decide to offer, sell, transfer, assign or otherwise dispose of the Ordinary Shares, you will do so only: (i) in an offshore transaction complying with the provisions of Regulation S under the U.S. Securities Act to a person outside the United States and not known by the transferor to be a U.S. Person, by pre-arrangement or otherwise; (ii) within the United States in accordance with Rule 144 of the U.S. Securities Act, if available, and in compliance with any applicable securities laws of any state or other jurisdiction in the United States; or (iii) to the Company or a subsidiary thereof. You understand and acknowledge that any sale, transfer, assignment, pledge or other disposal made other than in compliance with the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;

(p) agree that finnCap and the Receiving Agent are acting for the Company in connection with the Initial Offer for Subscription and for no-one else and that they will not treat you as their customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the price of the Ordinary Shares or concerning the suitability of the Ordinary Shares for you or be responsible to you for the protections afforded to their customers;

(q) warrant that you are:

(i) highly knowledgeable and experienced in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Ordinary Shares;
(ii) fully understand the risks associated with such investment; and
(iii) are able to bear the economic risk of your investment in the Company and are currently able to afford the complete loss of such investment;

(r) warrant that you are not subscribing for the Ordinary Shares using a loan which would not have been given to you or any associate or not given to you on such favourable terms, if you had not been proposing to subscribe for the Ordinary Shares;
(s) warrant that the information contained in the Application Form is true and accurate;
(t) agree that if you request that Ordinary Shares are issued to you on a date other than Initial Admission relating to the Initial Issue and such Ordinary Shares are not issued on such date that the Company, finnCap and their respective agents and the Directors will have no liability to you arising from the issue of such Ordinary Shares on a different date; and
(u) confirm that if you are applying on behalf of someone else you will not, and will procure that none of your affiliates will, circulate, distribute, publish or otherwise issue (or authorise any other person to issue) any document or information in connection with the Initial Issue, or make any announcement or comment (whether in writing or otherwise) which states or implies that it has been issued or approved by or prepared in conjunction with the Company or any person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof or which contains any untrue statement of material fact or is misleading or which omits to state any material fact necessary in order to make the statement therein misleading.

2.6 Money laundering

You agree that, in order to ensure compliance with the UK Money Laundering Regulations, the Proceeds of Crime Act 2002 and any other applicable regulations, the Receiving Agent may at its absolute discretion require verification of identity of the subscriber(s) (the "holder(s)") as the applicant lodging an Application Form and further may request from you and you will assist in providing identification of:

(a) the owner(s) and/or controller(s) (the "payor") of any bank account not in the name of the holder(s) on which is drawn a payment by way of banker's draft or cheque; or
(b) where it appears to the Receiving Agent that a holder or the payor is acting on behalf of some other person or persons.

Any delay or failure to provide the necessary evidence of identity may result in your application being rejected or delays in crediting CREST accounts or in the despatch of documents.

Without prejudice to the generality of this paragraph 2.6, verification of the identity of holders and payors will be required if the value of the Ordinary Shares applied for, whether in one or more applications considered to be connected, exceeds €15,000 (or the Sterling equivalent). If, in such circumstances, you use a building society cheque or banker's draft you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the cheque or banker's draft and adds its stamp.

If, in such circumstances, the person whose account is being debited is not a holder you will be required to provide for both the holder and the payor an original or a copy of that person's passport or driving licence certified by a solicitor and an original or certified copy of the following which is no more than three months old, a gas, electricity, water or telephone (not mobile) bill, a recent bank statement or a council tax bill, in their name and showing their current address

(which originals will be returned by post at the addressees' risk) together with a signed declaration as to the relationship between the payor and you the holder.

For the purpose of the UK Money Laundering Regulations a person making an application for Ordinary Shares will not be considered as forming a business relationship with the Company or the Receiving Agent but will be considered as effecting a one-off transaction with either the Company or with the Receiving Agent. Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company and the Registrar from the applicant that the UK Money Laundering Regulations will not be breached by the application of such remittance.

The person(s) submitting an application for Ordinary Shares will ordinarily be considered to be acting as principal in the transaction unless the Receiving Agent determines otherwise, whereupon you may be required to provide the necessary evidence of identity of the underlying beneficial owner(s).

If the amount being subscribed exceeds €15,000 (or the Sterling equivalent) you should endeavour to have the declaration contained in Section 5 of the Application Form signed by an appropriate firm as described in that Section. If you cannot have that declaration signed and the amount being subscribed exceeds €15,000 (or the Sterling equivalent) then you must provide with the Application Form the identity documentation detailed in Section 6 of the Application Form for each underlying beneficial owner.

If the Application Form is lodged with payment by a regulated financial services firm (being a person or institution) (the "Firm") which is located in Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Gibraltar, Guernsey, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Malta, the Netherlands, New Zealand, Norway, Portugal, Singapore, the Republic of South Africa, Spain, Sweden, Switzerland, the UK and the United States, the Firm should provide with the Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Company (or any of its agents). If the Firm is not such an organisation, it should contact Computershare at Corporate Actions Projects, Bristol, BS99 6AH. To confirm the acceptability of any written assurance referred to above, or in any other case, the Applicant should call Computershare on +44 (0) 370 707 1019. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 8.30 a.m. until 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). The helpline cannot provide advice on the merits of the Initial Offer for Subscription nor give any financial, legal or tax advice.

2.7 Non-United Kingdom investors

If you receive a copy of the Prospectus or an Application Form in any territory other than the United Kingdom you may not treat it as constituting an invitation or offer to you, nor should you, in any event, use an Application Form.

None of the Ordinary Shares have been or will be registered under the laws of Canada, Japan, Australia, the Republic of South Africa or under the U.S. Securities Act or with any securities regulatory authority of any state or other political subdivision of the United States, Canada, Japan, Australia or the Republic of South Africa. If you subscribe for Ordinary Shares pursuant to the Initial Offer for Subscription you will, unless the Company and the Receiving Agent agree otherwise in writing, be deemed to represent and warrant to the Company that you are not a U.S. Person or a resident of Canada, Japan, Australia, the Republic of South Africa or a corporation, partnership or other entity organised under the laws of the United States or Canada (or any political subdivision of either) or Japan or Australia or the Republic of South Africa and that you are not subscribing for such Ordinary Shares for the account of any U.S. Person or resident of Canada, Japan, Australia or the Republic of South Africa and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Ordinary Shares in or into the United States,

Canada, Japan, Australia or the Republic of South Africa or to any U.S. Person or any person resident in Canada, Japan, Australia or the Republic of South Africa. No Application Form will be accepted if it shows the applicant, payor or a holder having an address in the United States, Canada, Japan, Australia or the Republic of South Africa.

2.8 The Data Protection Act 1998

Pursuant to The Data Protection Act 1998 (the "DP Act") the Company and/or the Registrar, may hold personal data (as defined in the DP Act) relating to past and present shareholders. Such personal data held is used by the Registrar to maintain the Register and mailing lists and this may include sharing such data with third parties in one or more of the countries mentioned below when: (i) effecting the payment of dividends and other Distributions to Shareholders; and (ii) filing returns of Shareholders and their respective transactions in Ordinary Shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used.

The countries referred to in the paragraph immediately above include, but need not be limited to, those in the European Economic Area and any of their respective dependent territories overseas, Argentina, Australia, Brazil, Canada, Hong Kong, Hungary, India, Japan, New Zealand, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland and the United States.

By becoming registered as a holder of Ordinary Shares a person becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the Company or the Registrar of any personal data relating to them in the manner described above.

2.9 Miscellaneous

To the extent permitted by law, all representations, warranties and conditions, express or implied and whether statutory or otherwise (including, without limitation, pre-contractual representations but excluding any fraudulent representations), are expressly excluded in relation to the Ordinary Shares and the Initial Offer for Subscription.

The rights and remedies of the Company, finnCap and the Receiving Agent under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to any of them and the exercise or partial exercise of one will not prevent the exercise of others.

The Company reserves the right to extend the closing time and/or date of the Initial Offer for Subscription from 11.00 a.m. on 20 January 2017. In that event, the new closing time and/or date will be notified to applicants through a Regulatory Information Service.

The Company may terminate the Initial Offer for Subscription in its absolute discretion at any time prior to Initial Admission. If such right is exercised, the Initial Offer for Subscription will lapse and any monies will be returned as indicated without interest at the risk of the persons entitled thereto.

You agree that finnCap and the Receiving Agent are acting for the Company in connection with the Initial Issue and for no-one else, and that neither finnCap nor the Receiving Agent will treat you as its customer by virtue of such application being accepted or owe you any duties concerning the price of the Ordinary Shares or concerning the suitability of the Ordinary Shares for you or otherwise in relation to the Initial Issue or for providing the protections afforded to their customers.

Save where the context requires otherwise, terms used in these Terms and Conditions of Application bear the same meaning as where used in the Prospectus.

NOTES ON HOW TO COMPLETE THE APPLICATION FORM

Applications should be returned to the Receiving Agent, Computershare Investor Services PLC, so as to be received no later than 11.00 a.m. (London time) on 20 January 2017.

HELP DESK: If you have a query concerning completion of this Application Form please call Computershare on 0370 707 1019 from within the UK or on +44 (0) 370 707 1019 if calling from outside the UK. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 8.30 a.m. until 5.30 p.m. (London time) Monday to Friday excluding UK public holidays). The helpline cannot provide advice on the merits of the offer nor give any financial, legal or tax advice.

1 APPLICATION

Fill in (in figures) in Box 1 the amount of money being subscribed for Ordinary Shares. The amount being subscribed must be a minimum of £1,000 and thereafter in multiples of £100. Financial intermediaries who are investing on behalf of clients should make separate applications or, if making a single application for more than one client, provide details of all clients in respect of whom application is made in order to benefit most favourably from any scaling back should this be required or to benefit most favourably from any commission arrangements.

2 HOLDER DETAILS

Fill in (in block capitals) the full name and address of each holder. Applications may only be made by persons aged 18 or over. In the case of joint holders only the first named may bear a designation reference and the address given for the first named will be entered as the registered address for the holding on the share register and used for all future correspondence. A maximum of four joint holders is permitted. All holders named must sign the Application Form at Section 3.

2B. CREST

If you wish your Ordinary Shares to be deposited in a CREST Account in the name of the holders given in Section 2A enter in Section 2B the details of that CREST Account. Where it is requested that Ordinary Shares be deposited into a CREST Account please note that payment for such Ordinary Shares must be made prior to the day such Ordinary Shares might be allotted and issued. It is not possible for an applicant to request that Ordinary Shares be deposited in their CREST Account on an against payment basis. Any Application Form received containing such a request will be rejected.

3 SIGNATURE

All holders named in Section 2A must sign Section 3 and insert the date. The Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee's risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Application Form.

4 SETTLEMENT

4.1 Cheque/Banker's Draft

Payments must be made by cheque or banker's draft in Sterling drawn on a branch in the United Kingdom of a bank or building society which is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques or banker's drafts to be cleared through the facilities provided for members of any of these companies.

Such cheques or banker's drafts must bear the appropriate sort code in the top right hand corner.

Cheques, which must be drawn on the personal account of the individual investor where they have a sole or joint title to the funds, should be made payable to “Computershare re: TOC Property Backed Lending Trust PLC – Offer for Subscription a/c”. Third party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has confirmed the name of the account holder by stamping and endorsing the cheque/banker’s draft to such effect. The account name should be the same as that shown on the application.

4.2 Electronic Bank Transfers

For applicants sending subscription monies by electronic bank transfer (CHAPS) payment must be made for value by 20 January 2017. Please contact Computershare by email at [email protected] for full bank details or telephone the Shareholder helpline on 0370 707 1019 from within the UK or on +44 (0) 370 707 1019 if calling from outside the UK for further information. Computershare will then provide you with a unique reference number which must be used when sending payment.

4.3 CREST Settlement

The Company will apply for the Ordinary Shares issued pursuant to the Initial Offer for Subscription in uncertificated form to be enabled for CREST transfer and settlement with effect from Initial Admission (the “Settlement Date”). Accordingly, settlement of transactions in the Ordinary Shares will normally take place within the CREST system.

The Application Form in the Appendix contains details of the information which the Company’s registrars, Computershare Investor Services PLC (“Computershare”), will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Computershare to match to your CREST account, Computershare will deliver your Ordinary Shares in certificated form provided payment has been made in terms satisfactory to the Company.

The right is reserved to issue your Ordinary Shares in certificated form should the Company, having consulted with Computershare, consider this to be necessary or desirable. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by Computershare in connection with CREST.

The person named for registration purposes in your Application Form (which term shall include the holder of the relevant CREST account) must be: (i) the person procured by you to subscribe for or acquire the relevant Ordinary Shares; or (ii) yourself; or (iii) a nominee of any such person or yourself, as the case may be. Neither Computershare nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Computershare, on behalf of the Company, will input a DVP instruction into the CREST system according to the booking instructions provided by you in your Application Form. The input returned by you or your settlement agent/custodian of a matching or acceptance instruction to our CREST input will then allow the delivery of your Ordinary Shares to your CREST account against payment of the Initial Issue Price per Ordinary Share through the CREST system upon the Settlement Date.

By returning the Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian’s CREST account allows for the delivery and acceptance of Ordinary Shares to be made prior to 8.00 a.m. on 24 January 2017 against payment of the Initial Issue Price per Ordinary Share. Failure by you to do so will result in you being charged interest at a rate equal to the London Inter-Bank Offered Rate for seven day deposits in sterling plus 2 per cent. per annum.

To ensure that you fulfil this requirement it is essential that you or your settlement agent/custodian follow the CREST matching criteria set out below:

Trade Date: 23 January 2017

Settlement Date: 24 January 2017

Company: TOC Property Backed Lending Trust PLC

Security Description: Ordinary shares of £0.01 each

SEDOL: BD0ND66

ISIN: GB00BD0ND667

Should you wish to settle DVP, you will need to match your instructions to Computershare's Participant account 3RA54 by no later than 1.00 p.m. on 23 January 2017.

You must also ensure that you or your settlement agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to your/its own daily trading and settlement requirements.

In the event of late CREST settlement, the Company, after having consulted with Computershare, reserves the right to deliver Ordinary Shares outside CREST in certificated form provided payment has been made in terms satisfactory to the Company and all other conditions in relation to the Initial Offer for Subscription have been satisfied.

5 RELIABLE INTRODUCER DECLARATION

Applications will be subject to the UK's verification of identity requirements. This will involve you providing the verification of identity documents listed in Section 6 of the Application Form UNLESS you can have the declaration provided at Section 5 of the Application Form given and signed by a firm acceptable to the Receiving Agent. In order to ensure your application is processed timely and efficiently all applicants are strongly advised to have the declaration provided in Section 5 of the Application Form completed and signed by a suitable firm.

6 IDENTITY INFORMATION

Applicants need only consider Section 6 of the Application Form if the declaration in Section 5 cannot be completed. Notwithstanding that the declaration in Section 5 has been completed and signed Computershare Investor Services PLC reserves the right to request of you the identity documents listed in Section 6 and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time your application might be rejected or revoked. Where certified copies of documents are provided such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

7 CONTACT DETAILS

To ensure the efficient and timely processing of your Application Form, please provide contact details of a person Computershare may contact with all enquiries concerning your application. Ordinarily this contact person should be the person signing in Section 3 on behalf of the first named holder. If no details are provided here but a regulated person is identified in Section 5, Computershare will contact the regulated person. If no details are entered here and no regulated person is named in Section 5 and the Computershare requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.

INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS – Completed Application

Forms should be returned, by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only), to the Receiving Agent, Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE so as to be received no later than 11.00 a.m. (London time) on 20 January 2017, together in each case with payment in full in respect of the application. If you post your Application Form, you are recommended to use first class post and to allow at least two days for delivery. Application Forms received after this date may be returned.

PART 6 DEFINITIONS

The following definitions apply throughout this Securities Note unless the context requires otherwise:

Act or Companies Act
the Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force

Administrator
R&H Fund Services Limited, in its capacity as the Company's administrator

affiliate or affiliates
an affiliate of, or person affiliated with, a person; a person that, directly or indirectly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified

AIFM
R&H Fund Services (Jersey) Limited, in its capacity as the Company's alternative investment fund manager

AIFM Directive
the EU Directive on Alternative Investment Fund Managers

Application Form
the application form attached to this Securities Note for use in connection with the Initial Offer for Subscription

Articles
the articles of association of the Company

Board or Directors
the board of directors of the Company

Business Day
any day which is not a Saturday or Sunday or a bank holiday in the City of London

capital gains tax
UK taxation of capital gains or corporation tax on chargeable gains, as the context may require

C Share
C shares of 10 pence each in the capital of the Company

certificated or in certificated form
not in uncertificated form

Company
TOC Property Backed Lending Trust PLC, a closed-ended investment company incorporated in England and Wales on 27 September 2016 with company number 10395804

Consideration Shares
the Ordinary Shares to be allotted to the Existing Investors on the Company's acquisition of the Initial Portfolio pursuant to the terms of the Offer and Lock Up Agreements

Continuation Resolution
has the meaning given in paragraph 3.3(b) of Part 4 of this Securities Note

CREST
the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form

CTA 2010
Corporation Tax Act 2010 and any statutory modification or re-enactment thereof for the time being in force

DP Act
The Data Protection Act 1998

ERISA
U.S. Employee Retirement Income Security Act of 1976, as amended

EU
the European Union

Euro or €
the lawful currency of the EU

Euroclear
Euroclear UK & Ireland Limited, being the operator of CREST

Excluded Territories or Excluded Territory
Australia, Canada, Japan and the Republic of South Africa

Existing Investors
the original lenders to the loans comprising the Initial Portfolio

FCA
the Financial Conduct Authority

finnCap
finnCap Ltd

FSMA
the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force

Future Securities Note
a securities note to be issued in the future by the Company in respect of each issue (not being an issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy), if any, of Shares (other than pursuant to the Initial Issue) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA

Future Summary
a summary to be issued in the future by the Company in respect of each issue (not being an issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy), if any, of Shares (other than pursuant to the Initial Issue) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA

Gross Proceeds
the gross proceeds of the Initial Issue

HMRC
Her Majesty's Revenue and Customs

Initial Admission
admission of the Ordinary Shares to be issued pursuant to the Initial Issue to trading on the Main Market becoming effective in accordance with the LSE Admission Standards and admission of the Ordinary Shares to be issued pursuant to the Initial Issue to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules

Initial Issue
the Initial Offer for Subscription

Initial Issue Price
£1.00 per Ordinary Share

Initial Portfolio
the initial portfolio of the Company, to be assigned to the Company on Initial Admission and as more particularly described in Part 1 of this Securities Note

ISIN
International Securities Identification Number

Issue Price
in the case of the Initial Issue, the Initial Issue Price, and in the case of any subsequent issuance under the Share Issuance Programme, the applicable Share Issuance Programme Price

Listing Rules
the listing rules made by the UK Listing Authority pursuant to Part VI of the FSMA

London Stock Exchange
London Stock Exchange plc

LSE Admission Standards
the admission and disclosure standards published by the London Stock Exchange on 4 April 2016

Main Market
the London Stock Exchange's main market for listed securities

MAR
the Market Abuse Regulation (EU) No 596/2014

member account ID
the identification code or number attached to any member account in CREST

Net Asset Value per Ordinary Share
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation

Net Proceeds
the aggregate net cash proceeds of the Initial Issue (after deduction of all expenses and commissions relating to the Initial Issue and payable by the Company)

Offer and Lock Up Agreements
the offer and lock up agreements entered into by the Existing Investors in respect of the Initial Portfolio, as further detailed in paragraph 8.1 of Part 6 of the Registration Document

Official List
the Official List of the UK Listing Authority

Ordinary Shares
ordinary shares of one pence each in the capital of the Company

Overseas Persons
a potential investor who is not resident in, or who is not a citizen of, the UK

person
includes a body of persons, corporate or unincorporated, wherever domiciled

Placee
a person subscribing for Ordinary Shares pursuant to any Placing Only Issue

Placing Only Issue
an issue under the Share Issuance Programme which comprises only a placing and does not include an offer for subscription component or an issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy

Prospectus
the prospectus prepared in accordance with the Prospectus Rules comprising this Securities Note, the Registration Document and the Summary, each dated 12 January 2017

Prospectus Directive
the EU Prospectus Directive 2003/71/EC

Prospectus Rules
the prospectus rules made by the Financial Conduct Authority under Section 73A of FSMA

Receiving Agent
Computershare Investor Services PLC, in its capacity as the Company's receiving agent

Registrar
Computershare Investor Services PLC, in its capacity as the Company's registrar

Registration Document
the registration document dated 12 January 2017 issued by the Company in respect of the Shares and approved by the FCA

Regulation S
Regulation S promulgated under the U.S. Securities Act

Regulatory Information Service
a service authorised by the UKLA to release regulatory announcements to the London Stock Exchange

Relevant Member State
a member state of the European Economic Area which has implemented the Prospectus Directive

Secretary
R&H Fund Services Limited, in its capacity as the Company's secretary

Securities Note
this securities note issued by the Company in connection with the Initial Issue, any Placing Only Issue and any issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy

Shareholder
a holder of Ordinary Shares and/or C Shares, as the context requires

Share Issuance Programme
the programme under which the Company intends to issue Ordinary Shares and/or C Shares in Tranches on the terms set out in the Summary and this Securities Note (and any Future Summary and Future Securities Note)

Share Issuance Programme Price
in respect of any future issue under the Share Issuance Programme, the applicable price at which the relevant Ordinary Shares and/or C Shares will be issued as determined in accordance with this Securities Note or any Future Securities Note

Shares
Ordinary Shares and/or C Shares, as the context may require

SIPP
a self-invested personal pension as defined in Regulation 3 of the UK Retirement Benefits Schemes (Restriction on Discretion to Approve) (Permitted Investments) Regulations 2001

Sponsor Agreement
the sponsor agreement between the Company, the Directors, the Investment Adviser and finnCap

Summary
the summary dated 12 January 2017 issued by the Company in respect of Ordinary Shares made available pursuant to the Initial Issue and Ordinary Shares and/or C Shares made available pursuant to the issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of further loans that are consistent with the Company's investment objective and policy

Takeover Code
the UK City Code on Takeovers and Mergers

Tier One Commitment Letter
the commitment letter dated 12 January 2017 from Tier One to the Company and finnCap, a summary of which is set out at paragraph 8.4 of Part 6 the Registration Document

Terms and Conditions of Application
the terms and conditions of application set out in Part 5 of this Securities Note in connection with the Initial Offer for Subscription

Tranches each a Tranche
a tranche of Shares issued under the Share Issuance Programme (including the Initial Issue, any Placing Only Issue and any issue of new Ordinary Shares and/or C Shares as consideration for the acquisition of loans that are consistent with the Company's investment objective and policy)

UKLA or UK Listing Authority
the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA

UK Money Laundering Regulations
the UK Money Laundering Regulations 2007, as amended

United Kingdom or UK
the United Kingdom of Great Britain and Northern Ireland

United States or U.S.
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

U.S. Code
U.S. Internal Revenue Code, as amended

U.S. Investment Company Act
U.S. Investment Company Act of 1940, as amended

U.S. Person
any person who is a U.S. person within the meaning of Regulation S adopted under the U.S. Securities Act

U.S. Securities Act
U.S. Securities Act of 1933, as amended

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APPENDIX

OFFER FOR SUBSCRIPTION APPLICATION FORM

Please send this completed form by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, or by hand (during normal business hours only) to the Receiving Agent, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received by no later than 11.00 a.m. (London time) on 20 January 2017.

The Directors may, with the prior approval of finnCap, alter such date and thereby shorten or lengthen the offer period. In the event that the offer period is altered, the Company will notify investors of such change through a Regulatory Information Service.

Important: Before completing this form, you should read the prospectus dated 12 January 2017 (the "Prospectus") and the Terms and Conditions of Application set out in Part 5 of the Securities Note forming part of the Prospectus and the accompanying notes to this form.

To: TOC Property Backed Lending Trust PLC and the Receiving Agent

Box 1 (minimum subscription of £1,000 and in multiples of £100 thereafter)

1 APPLICATION

I/We the person(s) detailed in Section 2A below offer to subscribe the amount shown in Box 1 for Ordinary Shares subject to the Terms and Conditions of the Initial Offer for Subscription set out in the Securities Note forming part of the Prospectus of the Company dated 12 January 2017 and subject to the articles of association of the Company in force from time-to-time.

2A. DETAILS OF HOLDER(S) IN WHOSE NAME(S) SHARES WILL BE ISSUED

(BLOCK CAPITALS)

Mr, Mrs, Ms or Title:

Forenames (in full):

Surname/Company name:

Address (in full):

Postcode:

Designation (if any):

2: Mr, Mrs, Ms or Title: Forenames (in full):
Surname/Company name:
Address (in full):
Postcode:
Designation (if any):

3: Mr, Mrs, Ms or Title: Forenames (in full):
Surname/Company name:
Address (in full):
Postcode:
Designation (if any):

4: Mr, Mrs, Ms or Title: Forenames (in full):
Surname/Company name:
Address (in full):
Postcode:
Designation (if any):

2B. CREST ACCOUNT DETAILS INTO WHICH SHARES ARE TO BE DEPOSITED (IF APPLICABLE)

Only complete this Section if Ordinary Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in Section 2A.

(Block capitals)

CREST Participant ID:
| | | | | |
| --- | --- | --- | --- | --- |

CREST Member Account ID:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |

SIGNATURE(S): ALL HOLDERS MUST SIGN

By completing the signature/execution boxes below you are deemed to have read the Prospectus and agreed to the terms and conditions in Part 5 of the Securities Note forming part of the Prospectus (Terms and Conditions of Application) and to have given the warranties, representations and undertakings set out therein.

First Applicant Signature:		Date:
Second Applicant Signature:		Date:
Third Applicant Signature:		Date:
Fourth Applicant Signature:		Date:

Execution by a Company

Executed by (Name of Company):		Date:
Name of Director:	Signature:	Date:
Name of Director/Secretary:	Signature:	Date:
If you are affixing a company seal, please mark a cross:	Affix Company Seal here:

1. SETTLEMENT

Please tick the relevant box confirming your method of payment.

(a) Cheque/Banker's Draft

☐

If you are subscribing for Ordinary Shares and paying by cheque or banker's draft, pin or staple to this form your cheque or banker's draft for the exact amount shown in Box 1 (being the Initial Issue Price of £1.00 per Ordinary Share multiplied by the number of Ordinary Shares you wish to subscribe for) made payable to "Computershare re: TOC Property Backed Lending Trust PLC – Offer for Subscription A/C". Cheques and bankers' payments must be in sterling and drawn on an account at a branch of a clearing bank in the United Kingdom, the Channel Islands or the Isle of Man and must bear a United Kingdom bank sort code number in the top right hand corner.

(b) Electronic Bank Transfer

☐

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by 11.00 a.m. on 20 January 2017. Please contact Computershare by email at [email protected] for full bank details or telephone the Shareholder Helpline for further information. Computershare will then provide you with a unique reference number which must be used when sending payment. Please enter below the sort code of the bank and branch you will be instructing to make such payment for value by 11.00 a.m. on 20 January 2017 together with the name and number of the account to be debited with such payment and the branch contact details.

Sort Code:	Account name:
Account number:	Contact name at branch and telephone number:

(c) CREST Settlement

☐

If you so choose to settle your commitment within CREST, that is DVP, you or your settlement agent/custodian's CREST account must allow for the delivery and acceptance of Ordinary Shares to be made against payment of the Initial Issue Price per Ordinary Share, following the CREST matching criteria set out below:

Trade Date: 23 January 2017

Settlement Date: 24 January 2017

Company: TOC Property Backed Lending Trust PLC

Security Description: Ordinary Shares of £0.01 each

SEDOL: BD0ND66

ISIN: GB00BD0ND667

Should you wish to settle DVP, you will need to match your instructions to Computershare Investor Services PLC's Participant account 3RA54 by no later than 1.00 p.m. on 23 January 2017.

2. RELIABLE INTRODUCER DECLARATION

Completion and signing of this declaration by a suitable person or institution may avoid presentation being requested of the identity documents detailed in Section 6 of this form.

The declaration below may only be signed by a person or institution (such as a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm) (the "firm") which is itself subject in its own country to operation of "know your customer" and anti-money laundering regulations no less stringent than those which prevail in the United Kingdom.

DECLARATION:

To the Company and the Receiving Agent

With reference to the holder(s) detailed in Section 2A, all persons signing at Section 3 and the payor identified in Section 6 if not also a holder (collectively the "subjects") WE HEREBY DECLARE:

we operate in the United Kingdom, or in a country where money laundering regulations under the laws of that country are, to the best of our knowledge, no less stringent than those which prevail in the United Kingdom and our firm is subject to such regulations;
we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below;
each of the subjects is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof on demand;
we confirm the accuracy of the names and residential business address(es) of the holder(s) given at Section 2A and if a CREST Account is cited at Section 2B that the owner thereof is named in Section 2A;
having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the Ordinary Shares mentioned; and
where the payor and holder(s) are different persons we are satisfied as to the relationship between them and reason for the payor being different to the holder(s).

The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of this firm or its officials.

Signed:	Name:	Position:

Name of regulatory authority:	Firm's licence number:

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Website address or telephone number of regulatory authority:

STAMP of firm, giving full name and business address:

3. IDENTITY INFORMATION

If the declaration in Section 5 cannot be signed and the value of your application is greater than €15,000 (or the Sterling equivalent), please enclose with that Application Form the documents mentioned below, as appropriate. Please also tick the relevant box to indicate which documents you have enclosed, all of which will be returned by the Receiving Agent to the first named Applicant.

In accordance with internationally recognised standards for the prevention of money laundering, the documents and information set out below must be provided:

Holders				Payor

Tick here for documents provided

A. For each holder being an individual enclose:

(1) an original or a certified clear photocopy of one of the following identification documents which bear both a photograph and the signature of the person: current passport – Government or Armed Forces identity card – driving licence; and

(2) an original or certified copies of at least two of the following documents no more than 3 months old which purport to confirm that the address given in Section 2A is that person's residential address: a recent gas, electricity, water or telephone (not mobile) bill – a recent bank statement – a council rates bill – or similar document issued by a recognised authority; and

(3) if none of the above documents show their date and place of birth, enclose a note of such information; and

(4) details of the name and address of their personal bankers from which the Receiving Agent may request a reference, if necessary.

B. For each holder being a company (a “holder company”) enclose:

(1) a certified copy of the certificate of incorporation of the holder company; and

(2) the name and address of the holder company's principal bankers from which the Receiving Agent may request a reference, if necessary; and



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(3) a statement as to the nature of the holder company's business, signed by a director; and
(4) a list of the names and residential addresses of each director of the holder company; and
(5) for each director provide documents and information similar to that mentioned in A above; and
(6) a copy of the authorised signatory list for the holder company; and
(7) a list of the names and residential/registered address of each ultimate beneficial owner interested in more than 5 per cent. of the issued share capital of the holder company and, where a person is named, also complete C below and, if another company is named (hereinafter a "beneficiary company"), also complete D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company.

C. For each person named in B(7) as a beneficial owner of a holder company enclose for each such person documents and information similar to that mentioned in A(1) to (4).

D. For each beneficiary company named in B(7) as a beneficial owner of a holder company enclose:

(1) a certified copy of the certificate of incorporation of that beneficiary company;
(2) a statement as to the nature of that beneficiary company's business signed by a director; and
(3) the name and address of that beneficiary company's principal bankers from which the Receiving Agent may request a reference, if necessary; and
(4) a list of the names and residential/registered address of each beneficial owner owning more than 5 per cent. of the issued share capital of that beneficiary company.

E. If the payor is not a holder and is not a bank providing its own cheque or banker's payment on the reverse of which is shown details of the account being debited with such payment (see note 5 on how to complete this form) enclose:

(1) if the payor is a person, for that person the documents mentioned in A(1) to (4); or

(2) if the payor is a company, for that company the documents mentioned in B(1) to (7); and

(3) an explanation of the relationship between the payor and the holder(s).



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4. CONTACT DETAILS

To ensure the efficient and timely processing of this application please enter below the contact details of a person the Receiving Agent may contact with all enquiries concerning this application. Ordinarily this contact person should be the person signing in Section 3 on behalf of the first named holder. If no details are provided here but a regulated person is identified in Section 5, the Receiving Agent will contact the regulated person. If no details are entered here and no regulated person is named in Section 5 and the Receiving Agent requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.

Contact name:

E-mail address:

Contact address:


	Postcode:
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Telephone No:	Fax No:
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sterling 168578



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AI assistant

DEVELOP NORTH PLC — Transaction in Own Shares 2017

4965_rns_2017-01-12_f9a2c6e9-d86b-47cf-ab55-acd4a0490ac5.pdf

SUMMARY

Market conditions

Repayments of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt

Development loans involve an increased risk of loss

The Company is vulnerable to risks related to non-controlling interests in the Profit Shares

The Profit Shares will be difficult to value accurately, valuation methodologies are subject to significant subjectivity and there can be no assurance that the values of the Profit Shares reported will in fact be realised

TOC Property Backed Lending Trust PLC

REGISTRATION DOCUMENT

CONTENTS

RISK FACTORS

RISKS RELATING TO THE COMPANY AND ITS INVESTMENT STRATEGY

The Company is newly incorporated and has no operating history

The Company may not meet its investment objective or target dividend yield

Investor returns will be dependent upon the performance of the Company's portfolio

Availability of appropriate investments

It may take time to fully invest the net proceeds of the Share Issuance Programme

The Company's estimated Net Asset Value may not reflect the fair market value of the Company's portfolio

The Company may experience fluctuations in its operating results

Availability of borrowings and the gearing effect of borrowing can work against as well as for Shareholders.

Absence of prepayment protection or early repayment by a borrower may affect the value of the Company's portfolio

The Company may invest in subordinated debt, which would rank behind senior debt tranches for repayment in the event that a borrower defaults

The collateral and security arrangements under a loan in which the Company has invested may not have been properly created or perfected, or may be subject to other legal or regulatory restrictions

The value of the investments made by the Company in loans may be affected by fraud or misrepresentation or omission

Repayments of loans could be subject to the availability of refinancing options, including the availability of senior and subordinated debt

Development loans involve an increased risk of loss

Past performance is no indication of future results

The Investment Adviser may allocate some of its resources to activities in which the Company is not engaged, which could have a negative impact on the Company's ability to achieve its investment objective

RISKS RELATING TO TAXATION AND REGULATION

The European Directive on Alternative Investment Fund Managers may impair the ability of the Company to market Shares to EU investors

Investment trust status

Base erosion and profit shifting

The Company has not registered and will not register as an investment company under the U.S. Investment Company Act

The Company's assets could be deemed "plan assets" that are subject to the requirements of ERISA and/or section 4975 of the U.S. Code

U.S. tax legislation may in the future impose a withholding tax on certain payments received by the Company unless the Company reports certain information about its Shareholders to the IRS

UK exit from the European Union

IMPORTANT INFORMATION

GENERAL

DATA PROTECTION

PRESENTATION OF INFORMATION

Market, economic and industry data

Currency presentation

Definitions

Governing law

Investment considerations

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN GUERNSEY

FOR THE ATTENTION OF PROSPECTIVE INVESTORS IN JERSEY

FORWARD-LOOKING STATEMENTS

NON-MAINSTREAM POOLED INVESTMENTS STATUS

FURTHER SHARE ISSUES

NO INCORPORATION OF WEBSITE INFORMATION

DIRECTORS AND ADVISERS

3. INVESTMENT OBJECTIVE

4. INVESTMENT POLICY

Loan to value

Sector

Profit Shares

Investment restrictions

Borrowing

Cash management

Use of derivatives and hedging

5. TARGET RETURN AND DIVIDEND POLICY

6. THE INITIAL PORTFOLIO, PIPELINE AND PROFIT SHARES

6.1. The Initial Portfolio

6.2. Pipeline

6.3. Profit Shares

7. BACKGROUND TO, AND REASONS FOR, THE INITIAL ADMISSION AND SHARE ISSUANCE PROGRAMME

11.1. Premium management

11.2. Discount control

11.3. Treasury shares

12. CONTINUATION RESOLUTION

13. TAXATION

14. TYPICAL INVESTORS

PART 2

THE INITIAL PORTFOLIO AND PIPELINE

1. THE INITIAL PORTFOLIO

2. INITIAL PORTFOLIO ANALYSIS

DEVELOP NORTH PLC Transaction in Own Shares 2017



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