MJ GLEESON PLC

Prospectus • Nov 17, 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the FSMA.

This document, which comprises a prospectus relating to New MJ Gleeson and Admission (the "Prospectus"), has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made under Part VI of the FSMA. This Prospectus has been filed with and approved by the Financial Conduct Authority and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

This Prospectus includes particulars given in compliance with the Listing Rules and Prospectus Rules of the UK Listing Authority for the purposes of providing information with regard to the Group. New MJ Gleeson and the Directors, whose names appear on page 18 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of New MJ Gleeson and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.

Application will be made to the UK Listing Authority and to the London Stock Exchange respectively for admission of all of the New MJ Gleeson Shares to: (i) the premium listing segment of the Official List; and (ii) the London Stock Exchange's main market for listed securities. No application has been made or is currently intended to be made for the New MJ Gleeson Shares to be admitted to listing or dealt with on any other exchange. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New MJ Gleeson Shares will commence on 19 December 2014 (International Security Identification Number: GB00BRKD9Z53). Simultaneously with Admission, the admission of the Old MJ Gleeson Shares to (i) the premium listing segment of the Official List; and (ii) the London Stock Exchange's main market for listed securities, will be cancelled.

This Prospectus has been prepared in connection with a scheme of arrangement of Old MJ Gleeson pursuant to Part 26 of the Companies Act (the "Scheme") to introduce a new parent company, New MJ Gleeson, to the Group and has been prepared on the assumption that the Scheme will become effective in accordance with its current terms. A summary of the Proposals, including details of the Scheme, is set out in Part V of this Prospectus.

The financial information contained in this Prospectus relating to the three years ended 30 June 2014, 30 June 2013 and 30 June 2012 has been extracted without material adjustment from the Group's audited report and accounts for the three years ended 30 June 2014, 30 June 2013 and 30 June 2012. The financial information for the three years ended 30 June 2014, 30 June 2013 and 30 June 2012 has been prepared on a consistent basis in accordance with IFRS. Shareholders should read the whole document and not rely solely on the key or summarised information.

YOU SHOULD READ THE WHOLE TEXT OF THIS PROSPECTUS. A LIST OF RISK FACTORS RELATING TO NEW MJ GLEESON AND THE NEW MJ GLEESON SHARES IS SET OUT IN THE SECTION OF THIS PROSPECTUS HEADED 'RISK FACTORS'.

MJ Gleeson PLC

(Incorporated in England and Wales with registered number 09268016)

Introduction to the Premium Listing Segment of the Official List of the Financial Conduct Authority

and to trading on the London Stock Exchange's main market

of 53,697,480 ordinary shares of 146 pence each in connection with a scheme of arrangement under Part 26 of the Companies Act

of M J Gleeson Group Public Limited Company

Sponsor, Financial Adviser and Broker

The New MJ Gleeson Shares will be issued credited as fully paid and will rank pari passu in all respects with each other and will rank in full for all dividends and other distributions thereafter declared, made or paid in respect of the New MJ Gleeson Shares.

N+1 Singer, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Old MJ Gleeson and New MJ Gleeson and no-one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Proposals, and will not be responsible to anyone other than Old MJ Gleeson and New MJ Gleeson for providing the protections afforded to clients of N+1 Singer or for providing advice in connection with Admission or any transaction or arrangement referred to herein.

No representation or warranty, express or implied, is made by N+1 Singer or any other adviser as to the accuracy, completeness or verification of the information set forth in this Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Save for N+1 Singer's responsibility as sponsor under the FSMA or the regulatory regime established thereunder, N+1 Singer and any other advisers assume no responsibility for its accuracy, completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law and regulation any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Prospectus or any such statement.

No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own independent legal, financial or tax adviser for legal, financial or tax advice.

The distribution of this Prospectus in jurisdictions other than the United Kingdom may be restricted by law and therefore this Prospectus may not be distributed or published in any jurisdiction except under circumstances which result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

NEW MJ GLEESON SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN WHOLE OR IN PART, BY THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE NEW MJ GLEESON SHARES TO THE OFFICIAL LIST. THIS PROSPECTUS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS PROSPECTUS SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or a solicitation of an offer to purchase or subscribe for, the New MJ Gleeson Shares in any jurisdiction. The New MJ Gleeson Shares have not been and will not be registered under the Securities Act. The New MJ Gleeson Shares may not be offered or sold in the United States or to US purchasers absent registration under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject to the registration requirements of the Securities Act. The New MJ Gleeson Shares have not been approved or disapproved by the SEC or any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable laws of Australia, Canada or Japan. Neither the SEC nor any regulatory authority of any state or other jurisdiction of the United States has passed upon the accuracy or adequacy of the information in this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada; no prospectus in relation to Admission has been, or will be, lodged with, or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to Admission of the New MJ Gleeson Shares. Accordingly, subject to certain exceptions, the New MJ Gleeson Shares may not, directly or indirectly, be offered or sold within Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan.

TABLE OF CONTENTS

	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
SUMMARY		5
RISK FACTORS		13
	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	18
	PRESENTATION AND SOURCES OF FINANCIAL AND OTHER INFORMATION	19
PART I	INFORMATION ON THE GROUP'S BUSINESS	22
PART II	HISTORICAL FINANCIAL INFORMATION ON THE GROUP AND INCORPORATION BY REFERENCE	29
PART III	OPERATING AND FINANCIAL REVIEW	31
PART IV	DIRECTORS AND CORPORATE GOVERNANCE	34
PART V	THE PROPOSALS	41
PART VI	TAXATION	50
PART VII	ADDITIONAL INFORMATION	53
PART VIII	DEFINITIONS AND GLOSSARY	86

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Prospectus	17 November 2014
Scheme Record Time	6.00 p.m. on 17 December 2014
Suspension of trading in Old MJ Gleeson Shares	7.30 a.m. on 18 December 2014
Court Hearing to sanction the Scheme and to confirm the Old MJ Gleeson Capital Reduction	18 December 2014
Scheme Effective Date	18 December 2014
Cancellation of admission of Old MJ Gleeson Shares to listing on the Official List and to trading on the main market of the London Stock Exchange	8.00 a.m. on 19 December 2014
Admission of New MJ Gleeson Shares to listing on the Official List and trading on the main market of the London Stock Exchange	8.00 a.m. on 19 December 2014
Credit of New MJ Gleeson Shares in Uncertificated form to CREST accounts	19 December 2014
Despatch of share certificates in respect of New MJ Gleeson Shares in Certificated form	within 10 Business days of Admission
Expected date for Dividend in Specie and cash dividend	23 December 2014
Court hearing to confirm the New MJ Gleeson Capital Reduction	21 January 2015
New MJ Gleeson Capital Reduction expected to become effective	22 January 2015

Unless otherwise stated, all references to times in this Prospectus are to London time. The times and dates given are based on the Directors' expectations and may be subject to change. These times and dates are indicative only and will depend, amongst other things, on the date on which the High Court sanctions the Scheme. In particular, Court dates are subject to confirmation by the Court. If the scheduled date of any Court hearing is changed, New MJ Gleeson will give adequate notice of the change by issuing an announcement through a RIS. Any changes to other times or dates indicated above may, in New MJ Gleeson's discretion, be notified in the same manner. All Old MJ Gleeson Shareholders have the right to attend the Court Hearing.

DEALING CODES

The dealing codes for the New MJ Gleeson Shares will be as follows:

ISIN GB00BRKD9Z53 SEDOL BRKD9Z5 TIDM GLE

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 securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities 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'.

A.1	Warning	● This summary should be read as an introduction to this Prospectus.
		● Any decision to invest in the New MJ Gleeson Shares should be based on consideration of this Prospectus as a whole.
		● Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member State, 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 this 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 of securities or final placement of securities through financial intermediaries	Not applicable, as New MJ Gleeson has not given consent to the use of this Prospectus for subsequent resale or firm placement of New MJ Gleeson Shares by financial intermediaries.

Section A – Introduction and warnings

Section B – Issuer

B.1	Legal and commercial name	MJ Gleeson PLC.
B.2	Domicile/legal form/legislation/ country of incorporation	The Company was incorporated in England and Wales on 16 October 2014 under the Companies Act as a public company limited by shares with the name MJ Gleeson PLC and with registered number 09268016 and has its registered office in the United Kingdom. The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder.
B.3	Current operations and principal activities	Subject to the Scheme becoming effective, New MJ Gleeson will be the new parent company of the Group; and was incorporated to be the issuer of New MJ Gleeson Shares in order to give effect to the Scheme. Instead of owning a given number of Old MJ Gleeson Shares, each Old MJ Gleeson Shareholder will own an equivalent number of

		New MJ Gleeson Shares. Old MJ Gleeson will become a wholly-owned subsidiary of New MJ Gleeson with its entire issued ordinary share capital owned by New MJ Gleeson. The Board believes that the Proposals will facilitate the Board's objective of seeking to ensure that potential future creditors of the Legacy Businesses are provided for on a prudent and reasonable basis, whilst separating the Legacy Businesses from the Group's on-going business.
		New MJ Gleeson will continue to conduct the same business as Old MJ Gleeson. The Group consists of two distinct but complementary businesses, housebuilding (the Gleeson Homes division) and strategic land trading (the Gleeson Strategic Land division).
		The Gleeson Homes division is focused on estate regeneration and housing development on brownfield land in the North of England. Gleeson Homes offers a simple, low cost solution to meet the demand of the low cost end of the market.
		The Gleeson Strategic Land division focuses on the purchase of options over land and managing promotion agreements in the South of England, with the objective of enhancing the value of sites by securing residential planning consents.
		For the 12 months to 30 June 2014, the Group realised revenues of £81.4m and an operating profit from continuing operations of £12.1m, with profit for the year totalling £17.4m (including an exceptional deferred tax credit of £8.3m). The Gleeson Homes division saw 561 homes sold, with attributable revenues of £70.6m and operating profits of £9.4m. The Gleeson Strategic Land division completed seven land sales with a combined acreage of 85 acres, with attributable revenues of £10.8m and operating profits of £4.8m.
		The Group's main offices and sites are located in the United Kingdom.
B.4a	Known trends	The Group's business is dependent upon the overall condition of the UK residential housing market.
		The appetite of the volume housebuilders for consented land in the South of England remains strong and the Gleeson Strategic Land division expects to achieve a substantial increase in the number of sites sold in the current financial year.
		Similarly, demand for low cost family homes continues to be high amongst Gleeson Homes' core customer base, with the Group's forward sales at record levels. The Group's commitment to ensuring that its homes remain affordable to buyers on low incomes means it does not anticipate a significant increase in sales prices. However, the substantial increase in the size of the Group's land bank achieved over the last financial year means that there is considerable scope to generate significant further, year on year, profit growth by means of an increase in sales volume.

B.5	Group structure	Subject to the Scheme becoming effective, New MJ Gleeson will be the parent company of the Group. The principal subsidiary undertakings of the Company (being those which are considered by the Company to be most likely to have a significant effect on the assessment of the assets and liabilities, financial position or profits and losses of the Company) will be those set out below:
		Company	Shareholding held	Immediate parent company	Country of Incorporation	Date of Incorporation
		Old MJ Gleeson	100%	New MJ Gleeson	United Kingdom	15 March 1950
		Gleeson Construction Services Limited Gleeson Developments Limited Gleeson Regeneration Limited Gleeson Developments (North East) Limited	100% 100% 100% 100%	Old MJ Gleeson Old MJ Gleeson Old MJ Gleeson Old MJ Gleeson	United Kingdom United Kingdom United Kingdom United Kingdom	5 December 1963 13 May 1965 4 February 2000 28 October 1999
B.6	Notifiable interest in the Existing Ordinary Shares/different voting rights/controlling interests	As at 14 November 2014, (being the latest practicable date prior to the publication of the Prospectus), the interests (all of which are beneficial unless otherwise stated) of the Directors and Senior Manager (as well as their immediate families) in the share capital of Old MJ Gleeson and on the Scheme Effective Date, New MJ Gleeson or (so far as is known or could with reasonable due diligence be ascertained by the relevant Director or Senior Manager) or interests of a person connected (within the meaning of section 252 of the Companies Act) with a Director or Senior Manager and the existence of which was known to or could, with reasonable due diligence, be ascertained by the relevant Director or Senior Manager, were:
			Number of Old MJ Gleeson Shares held prior to the Scheme Effective Date	Percentage of Old MJ Gleeson Shares held prior to the Scheme Effective Date	Number of New MJ Gleeson Shares held upon the Scheme Effective Date	Percentage of New MJ Gleeson Shares held upon the Scheme Effective Date
		Dermot Gleeson Jolyon Harrison Alan Martin Ross Ancell Colin Dearlove	1,053,086 1,444,955 55,100 – –	1.96 2.69 0.10	1,053,086 1,444,955 55,100 – – – –	1.96 2.69 0.10 – –
		Christopher Mills Scott Chamberlin	13,655,000* 50,433	25.43 0.09	13,655,000* 50,433	25.43 0.09
		* The shares are held in name of Harwood Capital LLP, on behalf of a number of fund and private discretionary clients. Christopher Mills is the Chief Investment Officer of, and a member of, Harwood Capital LLP and he has the discretion to vote all of these shares.

		So far as is known to the Company, if the Scheme becomes effective and based on 14 November 2014 (being the latest practicable date before the publication of the Prospectus), on the Scheme Effective Date, the following persons will hold directly or indirectly three per cent. or more of New MJ Gleeson Shares:	interests held	in Old MJ	Gleeson	Shares as at
		Shareholder	Number of Old MJ Gleeson Shares held prior to the Scheme Effective Date	Percentage of Old MJ Gleeson Shares held prior to the Scheme Effective Date	Number of New MJ Gleeson Shares held upon the Scheme Effective Date	Percentage of New MJ Gleeson Shares held upon the Scheme Effective Date
		Harwood Capital LLP Schroder Investment Management Ltd.	13,655,000* 7,306,010	25.43 13.61	13,655,000* 7,306,010	25.43 13.61
		Mrs J C Cooper and spouse	2,815,365	5.24	2,815,365	5.24
		* Of these shares, 10,000,000 are held by North Atlantic Smaller Companies Investment Trust, 3,400,000 are held by Oryx International Growth Fund Limited, and the remaining 255,000 shares are held by Harwood Capital LLP on behalf of private discretionary clients.
		None of the Shareholders, as above, will have voting rights that are different to those of any other holder of Old MJ Gleeson Shares or New MJ Gleeson Shares (as the case may be).
		The Group is not aware of any person who, following implementation of the Proposals, directly or indirectly, acting jointly or with others or acting alone, could exercise control (as defined in the Prospectus Rules) over New MJ Gleeson.
B.7	Historical key financial information	The selected financial information set out below has been extracted without material adjustment from the audited annual report and accounts of the Group for the years ended 30 June 2014, 30 June 2013 and 30 June 2012 prepared under IFRS.
					Year ended
			Year ended Year ended 30 June 2014 £m	30 June 2013 £m	2012 (Restated) £m	30 June Year ended 30 June 2012 £m
		Revenue Operating Profit Earnings per Ordinary	81.4 12.1	60.7 6.0	40.8 2.7	41.9 0.3
		Share (basic) Total Assets Current Assets Net Assets Cash and cash	32.9p 152.6 127.2 128.1	21.7p 140.1 120.2 112.1	6.9p 116.2 103.5 100.4	6.9p 116.2 103.5 100.4
		equivalents	13.7	9.9	13.9	13.9
		There has been no significant change in the financial or trading position of the Group since 30 June 2014, being the date up to which the Group's latest audited accounts were prepared.

B.8	Selected key pro forma financial information	Not applicable. New MJ Gleeson has not traded or entered into any transactions since incorporation. No financial information has been audited for New MJ Gleeson and there has been no significant gross change.
B.9	Profit forecast or estimate	Not applicable; the Company does not have any profit forecasts or estimates.
B.10	Qualifications in the audit report on the historical financial information	Not applicable; the Company has not had any qualifications in the audit report within its audited accounts in the period for which historical information is shown.
B.11	Insufficiency of working capital for present requirements	Not applicable; New MJ Gleeson is of the opinion that the working capital of the Company and its subsidiaries from time to time, including the Enlarged Group from the Scheme Effective Date, is sufficient for its present requirements, that is, for at least 12 months following the date of this Prospectus.

Section C – Securities

C.1	Type and the class of the new securities	Ordinary shares of 146 pence each with ISIN GB00BRKD9Z53 and Sedol BRKD9Z5. The TIDM for the Ordinary Shares is GLE.
C.2	Currency	The New MJ Gleeson Shares will be denominated in Pounds Sterling.
C.3	Shares issued and fully paid and issued	The New MJ Gleeson Shares have a nominal value of 146 pence each.
	but not fully paid	The following table sets out the issued and fully paid share capital of the Company as at 14 November 2014 (being the latest practicable date before the publication of the Prospectus) and as it will be (assuming that no options or awards granted under the Old MJ Gleeson Employee Share Plans are exercised between the date of this Prospectus and completion of the Scheme) following the allotment and issue of 53,644,480 New MJ Gleeson Shares under the Scheme.
			Aggregate Nominal Value (£)	Number Issued and fully paid
		Number of New MJ Gleeson Shares prior to the Scheme Effective Date	0	0
		Number of New MJ Gleeson Redeemable Shares prior to the Scheme Effective Date	50,000	50,000
		Number of Ordinary Subscriber Shares prior to the Scheme Effective Date	2	2
		Proposed number of New MJ Gleeson Shares upon the Scheme Effective Date	78,398,320.80	53,697,480
		Number of New MJ Gleeson Redeemable Shares upon the Scheme Effective Date	50,000	50,000
		Number of Ordinary Subscriber Shares upon the Scheme Effective Date*	2	2

		*Immediately following the Scheme becoming effective, the holders of the Ordinary Subscriber Shares will gift such shares to a nominee of New MJ Gleeson, following which such shares will be cancelled pursuant to section 662(1)(d) and section 662(2) of the Companies Act. Such cancellation to be effective prior to Admission.
C.4	Rights attached to the securities	The New MJ Gleeson Shares rank equally for voting purposes. On a show of hands, each New MJ Gleeson Shareholder has one vote and on a poll each New MJ Gleeson Shareholder has one vote per New MJ Gleeson Share held.
		Each New MJ Gleeson Share ranks equally for any dividend declared. Each New MJ Gleeson Share ranks equally for any distributions made on a winding-up.
		Each New MJ Gleeson Share ranks equally in the right to receive a relative proportion of shares in case of a capitalisation of reserves.
C.5	Restrictions on the free transferability of the securities	Not applicable; there are no restrictions on the free transferability in relation to the New MJ Gleeson Shares.
C.6	Application for admission to trading on a regulated market	Applications will be made to the UKLA for the New MJ Gleeson Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New MJ Gleeson Shares to be admitted to trading on its main market. It is expected that Admission will become effective at 8.00 a.m. (London time) on or around 19 December 2014. The New MJ Gleeson Shares will not be listed on any other regulated markets.
C.7	Description of dividend policy	The Directors intend to maintain a progressive dividend policy, with an appropriate level of cover, which is consistent with their views of the Group's cash flows and growth prospects.
		Against the background of the Group's strong financial performance in the year to 30 June 2014 and the promising prospects for the current year and beyond, the board of Old MJ Gleeson recommended a final dividend for the year of 4.9 pence per share (2013: 2.0 pence per share). Combined with the interim dividend, this will give a total dividend for the year of 6.0 pence per share, an increase compared to the previous year of 140 per cent. (2013: 2.5 pence per share).

Section D – Risks

D.1	Key information on the key risks that are specific to the issuer or its industry	● Economic fragility and government austerity measures in the United Kingdom could impact demand for new houses which in turn may have a negative impact on the Group's financial condition and prospects;
		● Restrictions on mortgage credit, limited availability of mortgages for first time buyers or mortgages on good terms may have an adverse impact on the demand for new homes which could have an adverse effect on the Group's financial condition and prospects;
		● The Group may not be able to purchase land suitable for its business at an acceptable price which could in turn have a materially adverse effect on the Group's profitability and financial condition;

		●	The uncertainties in the planning regime may affect the Group's ability to secure planning consents on a timely basis or at all and may adversely affect the Group's business, financial condition and prospects;
		●	The Group's business depends on the continued viability of key suppliers, contractors, sub-contractors and other service providers. Should these not be available, this could have a material adverse effect on the Group's business operations and financial condition and prospects;
		●	Shortages or increased costs of materials could increase costs and delay deliveries and may have an adverse impact on customer relationships and reduce margins which may in turn have a material adverse effect on the Group's financial condition and prospects;
		●	The construction of new houses involves health and safety risks. A significant health and safety incident could be costly in terms of potential liabilities and reputational damage which may in turn have a material adverse effect on the Group's business, financial condition and prospects;
		●	Ownership, leasing or occupation of land carries potential environmental risks and liabilities that may not be covered by insurance. Should such liabilities arise, their occurrence could have a materially adverse effect on the Group's financial condition;
		●	A skilled labour shortage, or increases in the cost of labour, could increase the Group's operating costs which could materially affect the Group's financial performance and prospects;
		●	The loss of key senior management or employees and the Group's ability to attract and retain qualified personnel, may adversely affect the Group's business, operating results or financial condition;
		●	The net realisable value of the Group's land bank and work in progress may reduce, resulting in a write down of values. Should this occur, this could materially adversely effect the Group's financial condition and prospects;
		●	Significant unanticipated costs may arise during the course of a development which could significantly reduce margins and therefore have a material adverse effect on the Group's financial condition and prospects; and
		●	Financial losses may arise from contractual or other liabilities that may arise from latent defects in completed projects, which could have a material adverse effect on the Group's financial condition and prospects.
D.3	Key information on the key risks that are specific to the	●	Fluctuation of the New MJ Gleeson Share price and the New MJ Gleeson Share price may not reflect the underlying net asset value of the Group's assets;
	securities	●	Sales of New MJ Gleeson Shares could adversely affect the New MJ Gleeson Share price; and
		●	Suitability of New MJ Gleeson Shares as an investment.

Section E – Offer

E.1	Net proceeds	Not applicable; the Company is not undertaking an offer of its securities.
E.2a	Reasons for the offer and use of proceeds	Not applicable; the Company is not undertaking an offer of its securities.
E.3	Terms and conditions of the offer	Not applicable; the Company is not undertaking an offer of its securities.
E.4	A description of any interest that is material to the issue/offer including conflicting interests	Not applicable; the Company is not undertaking an offer of its securities and therefore there is no interest that is material.
E.5	Name of the person or entity offering to sell the security	Not applicable; no Shareholders are offering to sell securities pursuant to the issue of New MJ Gleeson Shares.
E.6	Immediate dilution resulting from the offer	Not applicable; the New MJ Gleeson Shares are being issued in exchange for Old MJ Gleeson Shares and so the interests of Shareholders will not be diluted.
E.7	Estimated expenses charged to the investor by the issuer or the offeror	Not applicable; the Company is not undertaking an offer of its securities and therefore no expenses are being directly charged to the investor by the Company.

RISK FACTORS

New MJ Gleeson Shares are subject to a number of risks. Accordingly, Old MJ Gleeson Shareholders and any prospective New MJ Gleeson Shareholders should consider carefully all of the information set out in this Prospectus including, in particular, the risks described below, prior to making any decision relating to the New MJ Gleeson Shares. Additional risks and uncertainties not presently known to New MJ Gleeson or the Directors, or that New MJ Gleeson or the Directors currently consider to be immaterial, may also have an adverse effect on the Group.

THE FOLLOWING FACTORS DO NOT PURPORT TO BE AN EXHAUSTIVE LIST OR EXPLANATION OF ALL THE RISK FACTORS INVOLVED IN AN INVESTMENT IN NEW MJ GLEESON. IN PARTICULAR, NEW MJ GLEESON'S PERFORMANCE MIGHT BE AFFECTED BY CHANGES IN MARKET AND/OR ECONOMIC CONDITIONS AND IN LEGAL, REGULATORY AND TAX REQUIREMENTS. ADDITIONALLY, THERE MAY BE RISKS OF WHICH THE BOARD IS NOT AWARE OR BELIEVES TO BE IMMATERIAL WHICH MAY, IN THE FUTURE, ADVERSELY AFFECT THE GROUP'S BUSINESS, PROSPECTS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND THE MARKET PRICE OF THE NEW MJ GLEESON SHARES. IN SUCH CASES, THE MARKET PRICE OF THE NEW MJ GLEESON SHARES MAY DECLINE AND HOLDERS OF NEW MJ GLEESON SHARES MAY LOSE ALL OR PART OF THEIR INVESTMENT.

RISKS RELATING TO THE BUSINESS

Economic fragility and government austerity measures in the United Kingdom may have a negative impact on the Group's business

Uncertainty in the wider economy, including government austerity measures, may have an adverse effect on consumer confidence and expenditure and, accordingly, the demand for new houses. This could have a negative impact on revenues, profits, cash generation and the carrying value of the Group's assets which in turn could have a negative effect on its financial position and prospects.

The limited availability of mortgages for first time buyers may have an adverse impact on the demand for new homes

Since the second half of 2007, mortgage credit has been restricted, due to a number of factors including: the exit of a significant number of mortgage providers from the market, the significant reduction in the number of available mortgage products, cautious surveyors' valuations on properties, tightening of qualifying criteria following the 2014 Mortgage Market Review and many lenders requiring increased levels of deposits, whilst lending lower multiples of income. The availability of mortgage finance, particularly the deposit requirements for first time buyers, is crucial to customer demand. In recent months mortgage credit conditions have generally improved, despite the implementation of stricter qualifying criteria imposed by the 2014 Mortgage Market Review. The Government's Help-to-Buy schemes have also helped with the affordability of mortgages for first time buyers. However, restrictions on the availability of mortgage credit, the availability of credit on good terms, or changes in the Governments Help-to-Buy schemes could reduce demand for new homes and have an adverse effect on the Group's revenues, profits and financial condition.

The Group may not be able to purchase land suitable for its business at an acceptable price to meet the Group's business needs

New MJ Gleeson needs to be able to identify and acquire consented land (i.e. land with planning permission) at appropriate prices and in appropriate areas in the North of England in order to construct and sell homes to deliver profit. The Gleeson Strategic Land division needs to acquire control of land in the South of England so that it can promote it through the planning system and subsequently sell it in order to deliver profit. An inability to identify suitable land at an acceptable level and obstacles occurring within the purchasing process could have a material adverse impact on the Group's business, financial condition and results of operation.

The uncertainties in the planning regime may affect the Group's ability to secure planning consents on a timely basis and may adversely affect the Group's business

Increased complexity in some aspects of the planning process relating to the Localism Act 2011, the National Planning Policy Framework and the Community Infrastructure Levy may slow down, or increase the cost of, the delivery of consented land for development or sale and so impact on the Group's revenues and profits. There can be no certainty that any given application will result in full planning consent or that planning consent, if granted, will not be on unduly onerous terms. Legislation, national and local planning policies, local urban regeneration strategies, and policies on the use of brownfield and greenfield sites continue to have a significant impact on the ability to obtain planning consents and subsequently for housebuilders to develop sites. Delays to the expected timescale for receipt of planning consents for a site may result in a reduction in the number of homes that are available for sale within the proposed time frame. Planning policies can place restrictions on access to new land and on how land is developed. Any failure to obtain planning consents on acceptable terms or at all could have a material adverse impact on the Group's business, financial condition and results of operation.

The Group's business depends on the continued viability of key suppliers, contractors, subcontractors and other service providers

The Group's business operates with a network of key suppliers, contractors and sub-contractors who are required to provide construction and various other services for the development of the Group's sites. The network works so that, in the event that any supplier or sub-contractor does not perform, others are available that the Group is able to use. However, such third-party contractors have been, and may continue to be, adversely affected by economic downturns or recessions. If market conditions deteriorate, the failure of several key suppliers, contractors or sub-contractors to perform could disrupt the Group's ability to deliver homes on programme. The Group may hire a contractor or sub-contractor, or enter into supplier agreements with a supplier, that subsequently becomes insolvent. This could cause cost overruns and programme delays and could increase the risk that the Group will be unable to recover costs in relation to any defective work performed by such contractor or sub-contractor, to the extent such costs are not covered by insurance or the contractor or sub-contractor. Any of these factors could reduce expected returns on a development. The failure to contract with or retain competent suppliers, contractors or sub-contractors, together with the insolvency or other financial distress of one or more of the Group's current suppliers, contractors or subcontractors, could have a material adverse impact on the Group's business, financial condition and results of operation.

Shortages or increased costs of materials could increase costs and delay deliveries and may have an adverse impact on customer relationships

Housebuilders are subject to inventory risks related to anticipating consumer demand for housebuilding and the availability and cost of materials. Increased costs or shortages of bricks, tiles, timber, framing, concrete, steel and other building materials could cause increases in construction costs and construction delays. Increases in the Group's product prices or delays in construction may result in potential customers being less willing or able to purchase homes. If the Group is unable to pass on any increase in costs to the Group's customers, the Group's margins may reduce, which could accordingly have an adverse impact on the Group's business, financial condition and results of operation.

The construction of new houses involves health and safety risks. A significant health and safety incident could be costly in terms of potential liabilities and reputational damage

A significant health and safety incident or general deterioration in standards could put the Group's employees, contractors and/or the general public at risk as well as damaging the Group's reputation. Building sites are inherently dangerous places and operating in the housebuilding industry poses certain health and safety risks. Due to the Group's focus on operational and occupational safety, health and safety regulatory requirements and the number of projects worked on, health and safety performance is critical to the success of all areas of the Group's business. Any failure in health and safety performance, including any delay in responding to changes in health and safety regulations may result in penalties for non-compliance with relevant regulatory requirements. Changes in health and safety regulations may also mean the Group may incur additional costs in effecting and maintaining the changes internally. Any such failure which results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Furthermore, such a failure could generate significant adverse publicity and have a negative impact on the Group's reputation and its ability to win new business, which in turn may have a material adverse impact on the Group's business, financial condition and results of operation.

Ownership, leasing or occupation of land carries potential environmental risks and liabilities that may not be covered by insurance

Whilst the Company is not currently aware of any environmental liabilities within the Group, should any environmental liabilities arise, the Group may be liable for the costs of removal, investigation or remediation of hazardous or toxic substances located on, under or in a property currently or formerly owned, leased or occupied by the Group, whether or not it caused or knew of the pollution. The costs of any required removal, investigation or remediation of such substances or the costs of defending against environmental claims may be substantial, not covered by insurance and could have an adverse impact on the Group's reputation or customer willingness to purchase homes in the affected development. The presence of such substances, or the failure to remediate such substances properly, may also adversely affect the Group's ability to sell the land or to borrow using the land as security. No assurances can be given that material claims or liabilities relating to such developments will not arise in the future. Laws and regulations may also impose liability for the release of certain materials from land into the air or water and any such release can form the basis for liability to third persons for personal injury or other damages. The occurrence of any of these events could have a material adverse impact on the Group's business, financial condition and results of operation.

A skilled labour shortage, or increases in the cost of labour, could materially affect the Group's financial performance

The Group's business is labour intensive and as a result, the availability and cost of qualified personnel affects financial performance. The availability of labour can vary depending on market conditions. If sufficient skilled employees are not available in the locations where the Group operates, or the cost of labour rises, the Group may not be able to meet the demands of its customers or the Group's operating costs may increase substantially.

The loss of key senior management or employees, may adversely affect the Group's business

The ability to successfully operate and grow the business is largely dependent on the efforts, abilities and services of senior management and other key employees. The Group's future success will also depend on, among other factors, its ability to attract and retain qualified personnel, either through internal training and promotion, direct hiring or the acquisition of other businesses employing such professionals. An inability to attract and retain well-qualified personnel could materially adversely impact on the Group's business, operating results or financial condition.

The net realisable value of the Group's land bank and work in progress may reduce

There is an inherent risk that the value of land owned by the Group may decline after purchase and this would have an impact on the value of the Group's current land bank which could materially and adversely affect the Group's business, financial condition and results of operation. The valuation of property is inherently subjective due to the individual nature of each property. Factors such as changes in regulatory requirements and applicable laws (including in relation to building and environmental regulations, taxation and planning), political conditions, the condition of financial markets, the financial condition of customers, potentially adverse tax consequences, and interest and inflation rate fluctuations all mean that valuations are subject to uncertainty. Moreover, all valuations are made on the basis of assumptions which may prove inaccurate and there is no assurance that the valuations of land will reflect actual sale prices of either the land itself or any developments built thereon.

There is also a risk that the Group will not be able to obtain planning permission on acceptable terms for land held without planning permission. In the event that planning is not achieved, the net realisable value may be less than the carrying value, resulting in the requirement to write down the value. As the Group controls, by way of option and promotional agreements, a number of strategic land sites, although there is no additional expense if the Group fails to obtain planning permission and develop the land, it may have incurred unnecessary historical expense.

Significant unanticipated costs may arise in relation to the Group's business

Cost estimates made in advance of commencing a development are dependent upon assumptions, estimates and judgments which may ultimately prove to be inaccurate. Whilst the Group attempts to mitigate this risk by taking reasonable steps to ensure that its risk management and financial and operational procedures, controls and systems are appropriate for its businesses, this is not a guarantee that significant unanticipated costs will not arise. Such unanticipated costs could arise from, amongst other things, the failure to establish accurately the anticipated cost of site acquisitions of any given development, from unanticipated or unbudgeted costs which arise during the course of development, either due to omission, unforeseen technical conditions or increases in sub-contractor rates or material costs, and from inadequate contractual arrangements which do not provide for a final and known cost in advance.

Financial losses may arise from contractual or other liabilities that may arise from latent defects in completed projects

The Group may be exposed to latent defects which occur during the liability period on completed construction contracts and have not been transferred to the purchaser of the relevant construction business.

Construction defects may occur on projects and developments and may arise some time after completion of that project or development. Although subcontractors will normally resolve such defects, the Group will become liable if the subcontractor is no longer trading or ceases trading as a result of a significant claim against it causing the subcontractor to become insolvent, potentially resulting in additional cost to the Group.

Any claims relating to defects arising on a development attributable to the Group may give rise to contractual or other liabilities. Depending on the relevant contractual or statutory provisions, these liabilities may attach to the Group for a period of up to 12 years in England and 20 years in Scotland from practical completion of the project or development. Unexpected levels of expenditure attributable to defects arising on a development project, to the extent that redress against a sub-contractor does not compensate, may have a material adverse impact on the Group's business, financial condition and results of operation.

RISKS RELATING TO THE PROPOSALS

There are risks that the Proposals will not be implemented on a timely basis, or at all

Implementation of the Proposals is conditional upon, among other things, approval of the Scheme at the Court Meeting, approval of the Scheme at the General Meeting and sanction of the Scheme by the High Court. There are risks that the conditions of the Proposals will not be satisfied on a timely basis or at all. If such conditions are not satisfied, or, where applicable, waived, the Proposals will not be implemented and the benefits expected to result from the Proposals will not be achieved.

The Dividend in Specie may not include all intended assets

The precise amount of the Dividend in Specie and cash dividend which Old MJ Gleeson intends to pay after the Scheme Effective Date will be determined by the circumstances prevailing at the time of their proposed payment. As is the case with the proposed payment of any dividend by Old MJ Gleeson, the Board of Old MJ Gleeson will need to take account of Old MJ Gleeson's obligations to creditors and contingent creditors, whether arising out of the Legacy Businesses or the Non-Legacy Businesses. This means that the quantum of the Dividend in Specie and cash dividend can only be determined at that time.

The proposed Dividend in Specie includes the proposed transfers of shares in various members of the Group to New MJ Gleeson. In one case, Gleeson Developments (North East) Limited ("GDNE') (with net assets of approximately £1.2 million as at 30 June 2014), this requires the consent of a third party. Old MJ Gleeson is in the process of seeking to obtain that consent although the Board of Old MJ Gleeson does not believe that any such consent can reasonably be refused, given that all of the obligations under the underlying contract have now been performed. However, if such consent were to be withheld on a basis that the Board of Old MJ Gleeson was satisfied was reasonable, the shares in the subsidiary would not be included in the Dividend in Specie to New Gleeson. This would mean that the complete separation of the Legacy Businesses from the Non-Legacy Businesses within the Group as intended by the Proposals may not be achievable, leaving the assets of GDNE exposed to potential liability claims pursuant to the Legacy Businesses.

RISKS RELATING TO THE NEW MJ GLEESON SHARES

Fluctuation of Share price

New MJ Gleeson Shares may be subject to market price volatility, and their market price may decline, in response to developments that are unrelated to the Group's operating performance. Share prices may fluctuate from time to time for various reasons. As well as being affected by New MJ Gleeson's actual or forecast operating results, the market price of the New MJ Gleeson Shares may fluctuate significantly as a result of factors beyond the Group's control, including among others:

• ● changes in research analysts' recommendations or any failure by the Group to meet the expectations of research analysts;
• ● changes in the performance of the sector as a whole and of any of the Group's competitors;
• ● fluctuations in share prices and volumes, and general market volatility; and/or
• ● involvement of the Group in any litigation.

Sales of New MJ Gleeson Shares could adversely affect the New MJ Gleeson Share price

The sale of a significant amount of New MJ Gleeson Shares in the public market, or the perception that such sales may occur, by any Director, member of the senior management or Shareholder, could create negative sentiment and may have a material adverse effect on the market price of the New MJ Gleeson Shares.

Suitability of New MJ Gleeson Shares as an investment

Before making any investment in New MJ Gleeson Shares, potential investors should consult an investment adviser, authorised by the FCA, who specialises in advising on the acquisition of listed securities. The value of the New MJ Gleeson Shares and the income received from them can go down as well as up and investors may get back less than their original investment.

Dividends

The ability of the Company to pay a dividend on the New MJ Gleeson Shares will depend on, inter alia, the solvency of the Company. The Company may make a distribution of its profits provided that the Directors have no reasonable grounds to believe that such distribution might deprive the Company of its ability to pay its existing and anticipated debts when the time comes for so paying.

Net asset value

There is no guarantee that the market price of the New MJ Gleeson Shares will fully reflect the underlying value of the assets held by the Group. As well as being affected by the underlying value of the assets held, the market value of the New MJ Gleeson Shares will, amongst other factors, be influenced by the market price of the New MJ Gleeson Shares and the supply and demand for the New MJ Gleeson Shares in the market. As such, the market value of the New MJ Gleeson Shares may vary considerably from the underlying value of the Group's assets.

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors*	Dermot Gleeson (Chairman) Jolyon Harrison (Chief Executive) Alan Martin (Chief Financial Officer) Ross Ancell (Non-Executive Director) Colin Dearlove (Non-Executive Director) Christopher Mills (Non-Executive Director)
Company Secretary	Alan Martin
Registered office of New MJ Gleeson	Sentinel House Harvest Crescent Ancells Business Park Fleet Hampshire GU51 2UZ
Sponsor, Financial Adviser and Broker	Nplus1 Singer Advisory LLP One Bartholomew Lane London EC2N 2AX
Legal Adviser to Old MJ Gleeson and New MJ Gleeson	Simmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS
Solicitors to N+1 Singer	Rosenblatt Solicitors 9-13 St Andrew Street London EC4A 2AF
Auditors	KPMG LLP 1 The Embankment Neville Street Leeds LS1 4DW
Reporting Accountants	BDO LLP 55 Baker Street London W1U 7EU
Registrars	Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

*These will be the Directors of New MJ Gleeson on Admission. Until Admission, the Directors of New MJ Gleeson are Alan Martin and Jolyon Harrison.

PRESENTATION AND SOURCES OF FINANCIAL AND OTHER INFORMATION

INTRODUCTION

No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised by New MJ Gleeson, Old MJ Gleeson, the Directors, N+1 Singer, or any other person. Without prejudice to any obligation on New MJ Gleeson to publish a supplementary prospectus pursuant to section 87G of the FSMA or Rule 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription or sale made under the Scheme will, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this Prospectus or that the information in it is correct as of any subsequent time to the date of this Prospectus.

The distribution of this Prospectus in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for any New MJ Gleeson Shares by any person in any jurisdiction. No New MJ Gleeson Shares have been marketed to, nor are any available for purchase or exchange, in whole or in part, by the public in the United Kingdom or elsewhere in connection with the introduction of the New MJ Gleeson Shares to the Official List. Investors in New MJ Gleeson Shares should not treat the contents of this Prospectus as advice relating to legal, tax, investment, or any other matters. Prospective investors in New MJ Gleeson Shares should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer or disposal of New MJ Gleeson Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or disposal of New MJ Gleeson Shares which they might encounter; and (c) the tax consequences of the purchase, holding, transfer or disposal of New MJ Gleeson 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 therein.

Statements made in this Prospectus are based on the law and practice currently in force in England and Wales and are subject to changes therein.

The New MJ Gleeson Shares have not been nor will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States. In addition, New MJ Gleeson has not registered and will not register under the US Investment Company Act. The New MJ Gleeson Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the issue of Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States and the re-offer or resale of any of the New MJ Gleeson Shares in the United States may constitute a violation of US law.

CURRENCIES

All references in this Prospectus to "pound(s) sterling", "pound(s)", "sterling", "GBP", "£", "p" or "pence" are to the lawful currency of the United Kingdom.

NO INCORPORATION OF WEBSITE INFORMATION

Except to the extent expressly set out above, neither the content of the Group's website (or any other website) nor the content of any website accessible from hyperlinks on the Group's website (or any other website) is incorporated into, or forms part of, this Prospectus.

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise indicated, financial information presented in this Prospectus relating to the Group as at and for the 12 months ended 30 June 2014, 30 June 2013 and 30 June 2012, is presented in sterling and has been extracted from the Historical Financial Information of the Group as incorporated by reference in Part II of this Prospectus. The Historical Financial Information incorporated by reference in Part II of this Prospectus consists of financial information prepared in accordance with IFRS for the 12 months ended 30 June 2014, 30 June 2013 and 30 June 2012.

Capitalisation information for the Group in this Prospectus has been extracted from the Historical Financial Information. Indebtedness information for the Group has been extracted from the Group's internal accounting records and updated to 31 October 2014, being the latest practicable date prior to the publication of this Prospectus.

ROUNDINGS

Certain data in this Prospectus, including financial, statistical, and operating information, have been rounded. As a result of the rounding, the totals of data presented in this Prospectus may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

In addition, certain percentages presented in the tables in this Prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aims", "anticipates" "believes", "estimates", "expects", "forecasts" or "intends", "plans", "annualised", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and they include statements regarding the intentions, beliefs or current expectations of the Directors, New MJ Gleeson or the Group concerning, amongst other things, the results of operations, expectations in respect of the Proposals, financial condition, prospects, growth, strategies and dividend policy of the Group and the industries and markets in which it operates.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations, financial position and the development of the markets and the industry in which the Group operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this Prospectus. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates, are consistent with the forward-looking statements contained in this Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors discussed in the section. Due to such uncertainties and risks, prospective investors should not place undue reliance on such forward-looking statements, which speak only as at the date of this Prospectus.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Prospectus reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Investors should specifically consider the factors identified in this Prospectus which could cause actual results to differ before making an investment decision. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules, the London Stock Exchange or otherwise required by law or regulation, New MJ Gleeson expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in New MJ Gleeson's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

You are advised to read this Prospectus in its entirety, and, in particular, the sections titled "Summary" and "Risk Factors", Part I ("Information on the Group's Business") and Part III ("Operating and Financial Review") for a further discussion of the factors that could affect the Group's future performance and the industries and markets in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Prospectus may not occur. Investors should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to sufficiency of working capital in this Prospectus.

NO PROFIT FORECAST

No statement in this Prospectus is intended as a profit forecast or a profit estimate and no statement in this Prospectus should be interpreted to mean that earnings per New MJ Gleeson Share for the current or future financial years would necessarily match or exceed the historical published earnings per Old MJ Gleeson Share.

PART I

INFORMATION ON THE GROUP'S BUSINESS

1. INTRODUCTION

On 28 October 2014, Old MJ Gleeson announced its intention to implement a corporate reorganisation pursuant to which it is proposed that a new company will become the parent company of the Group. The New MJ Gleeson Shares are intended to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market. New MJ Gleeson is a new company incorporated in England and Wales. Given that the nature of the Group's operations have changed over time, the board of Old MJ Gleeson has decided to reorganise the Group in such a way that the Legacy Businesses are separated from the Group's core on-going and future operations in the Group's corporate structure.

The Board believes that the Proposals will facilitate the Board's objective of seeking to ensure that potential future creditors of the Legacy Businesses are provided for on a prudent and reasonable basis, whilst separating the Legacy Businesses from the Group's on-going business. It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act which requires the approval of the Old MJ Gleeson Shareholders and the sanction of the Court. If the Scheme becomes effective, Old MJ Gleeson's existing share capital will be cancelled and Scheme Shareholders will be entitled to receive one New MJ Gleeson Share for each Old MJ Gleeson Share held at the Scheme Record Time.

Application will be made to the UK Listing Authority for all of the New MJ Gleeson Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange and for the New MJ Gleeson Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

The Scheme is subject to various conditions, including the approval of Old MJ Gleeson Shareholders and the Court. If these conditions are satisfied (or, where permitted, waived) and the Scheme is approved and implemented in full, New MJ Gleeson will own the entire issued ordinary share capital of Old MJ Gleeson.

Details of the Scheme are set out in the Scheme Circular sent to Old MJ Gleeson Shareholders on 4 November 2014. It is expected that, subject to the conditions of the Scheme having been satisfied, the Scheme will become effective on 18 December 2014 and trading in the New MJ Gleeson Shares on the London Stock Exchange will commence on 19 December 2014.

A summary of the terms of the Proposals is contained below in paragraph 3 of this Part I.

2. BACKGROUND AND GENERAL INFORMATION

Introduction

The Group's business began trading in the early 1900s. For the year ended 30 June 2004, growth in building and civil engineering led to revenue of £645m and approximately 2,800 employees. Subsequently the Group's strategy has focussed on development (rather than contracting) which led to the sale and closure of several of the Group's businesses. The Group now specialises in the development of low cost and affordable homes in regeneration areas in the North of England through its Gleeson Homes division, and the promotion through the planning system and sale of greenfield sites for housing in the South of England through its Gleeson Strategic Land division.

. .

Principal Activities and Principal Markets

The Group operates in the following related areas (i) urban housing regeneration and (ii) strategic land trading. The principal businesses of the Group are:

● Gleeson Homes – A housing regeneration specialist building homes for people on low incomes on brownfield land in the North of England; and

● Gleeson Strategic Land – A land promotion business that enhances the value of land by securing residential planning consents. The primary focus is on sites in the South of England likely to be attractive to volume housebuilders.

The Group has grown strongly over the last five years driven by increased sales volumes and profitability of Gleeson Homes and an increase in the number and profitability of transactions completed by Gleeson Strategic Land. Revenues have grown from £41.4m in the year ended 30 June 2011 to £81.4m in the year ended 30 June 2014. The Group funds these principal businesses through the use of existing cash and through a revolving credit facility of £20m.

The Gleeson Homes division ("Gleeson Homes")

Gleeson Homes is focused on estate regeneration and housing development on brownfield land in the North of England. Gleeson Homes offers a simple, low cost solution to meet the demand of the low cost end of the market. The sites are typically in less affluent areas providing access to low cost land where competition is limited. The regeneration credentials of the business model reduces the burden and cost of the planning process for the Group as local authorities are often keen to sell land at attractive prices to support regeneration.

The key features of the Gleeson Homes business model are:

• ● Successful land purchase: A carefully targeted land buying strategy that has clearly defined and challenging hurdle rates. The Group partners with local authorities and private land owners to acquire land in socially and economically deprived areas which will benefit from urban regeneration;
• ● Driving down building costs: Building traditional two, three and four bedroom detached and semidetached homes. The Group's strategy is to build homes with good quality but inexpensive products to the specification that customers require;
• ● Low overheads: Overhead costs are kept low by having small and similarly structured management teams in each operating region and continuously measuring their relative performance; and
• ● Enabling the customer: Customers are offered a large range of bespoke financial packages to enable them to become homeowners. The packages include: shared equity, contribution to deposits/legal fees, fixing the price and developing a savings scheme for prospective customers.

As at 31 October 2014, being the latest practicable date prior to the release of this document, Gleeson Homes sells from 40 outlets and a further net six outlets are due to open by 30 June 2015. Gleeson Homes has a land bank totalling 5,116 plots comprising 3,457 owned plots and 1,659 plots conditionally purchased. There are also 1,730 plots in the pipeline.

The Gleeson Strategic Land Division ("Gleeson Strategic Land")

Gleeson Strategic Land focuses on the purchase of options over land and managing promotion agreements in the South of England, with the objective of enhancing the value of sites by securing residential planning consents. As at 31 October 2014, being the latest practicable date prior to the publication of this Prospectus, Gleeson Strategic Land's portfolio comprises:

			Work in
	No. of Sites	Gross Acres	Progress (£m)
Owned	4	154	12.1
Under Option	38	2,090	9.1
Promotion Agreements	25	1,657	7.4
Total	67	3,901	28.6

The key features of the Gleeson Strategic Land business model are:

• ● Achieving mutually beneficial agreements with landowners: Agreements are entered into between the Group and landowners to promote their land through the planning process;
• ● Promotion through the planning process: Gleeson Strategic Land's team of land surveyors and town planners, along with legal and technical experts, steer the land through the planning process with a view to achieving a commercially attractive residential planning consent; and

● Realising value: Gleeson Strategic Land strives to ensure that the best value is achieved for all stakeholders by managing the sale of the consented site to a developer.

The Gleeson Strategic Land team has over 100 years experience of the development industry and promoting land, and consists of land buyers, town planners, legal experts and technical specialists. Gleeson Strategic Land has a track record of solving planning and other technical land problems to help landowners realise value. Gleeson Strategic Land works with partners to help fund and support the development; these partners have a beneficial interest of approximately 31 per cent. in the overall portfolio.

The Gleeson Strategic Land business is focused primarily on options and promotion agreements. Although Gleeson Strategic Land does have some owned land, this is largely a legacy and is not the key focus due to the capital it requires.

Approximately 57 per cent. of Gleeson Strategic Land's portfolio comprises land under option where Gleeson Strategic Land enters into an exclusive agreement with a land owner which provides it with the option to buy land (should it wish to exercise the option) at an agreed percentage of open market value in the future. Typical options have varying initial terms, with the potential for an extension. Gleeson Strategic Land bears the cost of taking the land through the planning process (although some cost recovery may be included within the option agreement) and can then decide whether to exercise the option.

Approximately 37 per cent. of Gleeson Strategic Land's land portfolio comprises promotion agreements over land where Gleeson Strategic Land enters into an agreement which allows it to promote the land in order to achieve planning permission in return for a share of the upside achieved if planning permission is gained and the land is sold. Recovery of costs can be built into the agreement. With promotion agreements, the interests of Gleeson Strategic Land and the land owner are aligned from the start with the aim of achieving best value.

Approximately six per cent. of Gleeson Strategic Land's land portfolio is owned land. Although not the strategic focus for Gleeson Strategic Land, it has a small amount of legacy owned land. Where Gleeson Strategic Land owns land outright it undertakes all of the risk of ownership and bears the full cost of taking land through the planning process, however it also stands to obtain the full benefit of planning permission being awarded. Good returns can be generated, although it is very capital intensive, with money often being tied up for many years.

Ownership, leasing or occupation of land carries potential environmental risks and liabilities that may not be covered by insurance. However, New MJ Gleeson is not currently aware of any environmental issues that would compromise the Group's ability to utilise the Gleeson Homes or Gleeson Strategic Land assets detailed above.

Key business strengths

The Directors believe the following are the Group's key strengths that position the Group for continued success in its chosen markets:

• ● People The senior management teams of Gleeson Homes and Gleeson Strategic Land have many years' experience in the specific markets that the businesses serve. Jolyon Harrison, Chief Executive, has a track record of successfully growing similar businesses to Gleeson Homes in the past;
• ● Low cost homes The business model for Gleeson Homes is focused on a particular section of the housebuilding market, designed to generate high margins and high returns. The key components of the business model include:
• Successful land purchasing Gleeson Homes has a very carefully targeted land buying strategy with clearly defined and challenging hurdle rates. Land acquired has a low cost per plot, resulting in low initial capital outlay;
• Tightly controlled building costs The traditional homes that Gleeson Homes builds are built with good quality but inexpensive materials, to specifications that customers require;
• Focus on first time buyer market There is good, steady demand from first time buyers for the properties that Gleeson Homes builds, which are in socially and economically deprived areas which would benefit from urban regeneration; and

● Strategic Land portfolio – The Group has a sizeable land portfolio and Gleeson Strategic Land has a successful track record of bringing sites through the planning system and profitably disposing of them.

Growth Strategy

The primary focus for the growth of the Group will be from Gleeson Homes. The growth is expected to be achieved by:

• ● Investment in the land pipeline Gleeson Homes will continue to take advantage of the relatively low cost land available in the North of England in order to build a pipeline of plots that will be developed in coming years;
• ● New site opening Once planning, to the Group's satisfaction, has been achieved, development will commence on the land, growing the number of sites that Gleeson Homes has open, resulting in growth of the overall volume of homes sold each year; and
• ● Profit margin enhancement As the number of sites and overall volumes increase, economies of scale will improve, resulting in improved operating margins.

Principal Investments

A description of the Group's principal investments for the financial year ended 30 June 2014 which have been incorporated by reference in this Prospectus, are given on pages 65-67 of its Annual Report for the financial year ended 30 June 2014, pages 53-56 of its Annual Report for the financial year ended 30 June 2013 and pages 47-51 of its Annual Report for the financial year ended 30 June 2012.

Financial Information

The following audited financial information on the Group has been extracted from the Historical Financial Information on the Group, which has been incorporated in this Prospectus by reference, as set out in Part II of this Prospectus.

			Year ended
	Year ended	Year ended	30 June	Year ended
	30 June	30 June	2012	30 June
	2014	2013	(Restated)	2012
	£m	£m	£m	£m
Revenue	81.4	60.7	40.8	41.9
Operating Profit	12.1	6.0	2.7	0.3
Earnings per Ordinary Share (basic)	32.9p	21.7p	6.9p	6.9p
Total Assets	152.6	140.1	116.2	116.2
Current Assets	127.2	120.2	103.5	103.5
Net Assets	128.1	112.1	100.4	100.4
Cash and cash equivalents	13.7	9.9	13.9	13.9

3. THE PROPOSALS

Old MJ Gleeson proposes to implement a corporate reorganisation pursuant to which it is proposed that New MJ Gleeson will become the parent company of the Group. The New MJ Gleeson Shares are intended to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

The effects of the implementation of the Scheme will be as follows:

• (a) instead of having its ordinary share capital owned by the Old MJ Gleeson Shareholders, Old MJ Gleeson will become a wholly-owned subsidiary of New MJ Gleeson;
• (b) instead of owning a given number of Old MJ Gleeson Shares, each Old MJ Gleeson Shareholder will own the same number of New MJ Gleeson Shares; and

(c) New MJ Gleeson, a new company incorporated in England and Wales, will be the parent company of the Group.

New MJ Gleeson will have the same board and management team as Old MJ Gleeson.

The Group will have the same business and operations after the Scheme Effective Date as it had before the Scheme Effective Date. The Proposals will not result in any immediate changes in the day-to-day operations of the business of the Group or its strategy. New MJ Gleeson will continue to report the Group financial results in pounds sterling.

The Scheme will require the approval of Old MJ Gleeson Shareholders at the Court Meeting and the passing of resolutions at the General Meeting of Old MJ Gleeson Shareholders. In addition, Old MJ Gleeson Shareholders will be asked to approve the adoption by New MJ Gleeson of the New MJ Gleeson Employee Share Plans.

Application will be made to the UK Listing Authority for all of the New MJ Gleeson Shares to be admitted to the premium listing segment of the Official List and for the New MJ Gleeson Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that trading in the New MJ Gleeson Shares on the main market of the London Stock Exchange will commence at 8.00 a.m. on 19 December 2014. It is expected that the cancellation of the admission of Old MJ Gleeson Shares to trading on the main market of the London Stock Exchange will take place at 8.00 a.m. on 19 December 2014.

In consideration of the cancellation of the Scheme Shares, the Scheme Shareholders will receive, in respect of any Scheme Shares held as at the Scheme Record Time:

for every one Old MJ Gleeson Share one New MJ Gleeson Share

With effect from the Scheme Effective Date, the rights attaching to the New MJ Gleeson Shares will be the same as those attaching to the Old MJ Gleeson Shares immediately prior to the Scheme Effective Date.

Further details of the Proposals are set out in Part V of this Prospectus.

4. CURRENT TRADING AND PROSPECTS

The Group had a strong performance in the year to 30 June 2014. Revenue increased by 34 per cent. in the year to £81.4m (2013: £60.7m). The revenue of Gleeson Homes increased by 47 per cent. to £70.6m (2013: £47.9m) due to the 38 per cent. increase in volume to 561 homes sold (2013: 406 homes) along with a 2.5 per cent. increase in the average selling price to £121,000 (2013: £118,000). Revenue for Gleeson Strategic Land decreased by £1.9m to £10.8m as the majority of the transactions in the year to 30 June 2014 were promotion agreements, whereby only the Group fee is recorded as revenue rather than the full land value.

Gross profit increased by 48.3 per cent. to £26.7m (2013: £18.0m). The gross profit of Gleeson Homes increased by 54.9 per cent. to £20.6m (2013: £13.3m) due to the increase in volume, the continuing reduction of units sold from older lower margin sites, improved margin being recorded due to forecast costs not being incurred and the inclusion of an exceptional credit of £0.8m due to the reversal of a debtor provision (2013: £1.0m). The gross profit of Gleeson Strategic Land increased by 29.8 per cent. to £6.1m (2013: £4.7m) primarily due to the increase in acres sold during the year.

The Group recorded an operating profit from continuing operations of £12.1m, an increase compared to the previous year of 101.6 per cent. (2013: £6.0m). Discontinued operations incurred a post-tax loss of £0.2m (2013: post-tax profit: £1.3m).

Profit for the year attributable to equity holders of the parent company, including an exceptional deferred tax credit of £8.3m (2013: £4.2m), totalled £17.4m (2013: £11.4m).

Net assets increased by 14.3 per cent. to £128.1m (2013: £112.1m), representing net assets per share of 241p (2013: 212p). Cash and cash equivalents at 30 June 2014 was £13.7m (2013: £9.9m).

The appetite of the volume builders for consented land in the South of England remains strong and Gleeson Strategic Land expects to achieve a substantial increase in the number of sites sold in the current financial year.

Similarly, demand for low cost homes continues to be high among Gleeson Homes core customer base, with the Group's forward sales at record levels. The Group's commitment to ensuring that its homes remain affordable to buyers on low incomes means that it does not anticipate a significant increase in sales prices. However, the substantial increase in the size of the Group's land bank achieved over the last financial year means that there is considerable scope to generate further profit growth by means of an increase in sales volume.

The Board believes that the outlook for Gleeson Strategic Land and Gleeson Homes remains encouraging.

5. CORPORATE SOCIAL RESPONSIBILITY

The Group recognises the importance that its activities have on all its stakeholders, including shareholders, employees, customers, the supply chain and the communities in which it operates.

The Group is heavily engaged in housing regeneration. Its work is therefore at the heart of the communities where this regeneration takes place. The Group is committed to improving these communities and creating positive and long term enhancements of the environment and the life of the community itself.

The Group understands the importance of involving the community before and during the construction of its developments, and leaving a beneficial legacy once its works are complete. The Group helps local communities in many ways, such as:

• ● The Living Wage: the Group is accredited as a "living wage" employer which is a Citizens UK initiative that independently sets an hourly rate of pay calculated according to the basic cost of living in the UK;
• ● Secured by Design: Secured by Design is the official UK Police initiative which provides recommended standards for home security through detailed guidelines, features and recommended devices. House builders are able register their house designs, when built to this standard, on a National data base and this will save time during the planning applications process. Gleeson Homes is registered under this scheme;
• ● The MJ Gleeson Community Sports Foundation: the Group's sports foundation provides sponsorship opportunities for local junior sports clubs;
• ● Engagement with local schools: the Group works with schools to educate children on the dangers of playing on building sites;
• ● Apprenticeship Schemes: the Group is dedicated to giving people the opportunity to start a career in the housebuilding industry. The Group provides training packages for local unemployed people to include apprenticeships in conjunction with a local college;
• ● Local jobs for local people: the Group is committed to giving priority of employment to people living within two miles of each site; and
• ● Design for Disability: the Group carries out alterations to its homes free of charge for disabled occupants.

6. HEALTH, SAFETY AND ENVIRONMENT

Health and safety is of paramount importance to the Group and is considered to be a key risk. Health and safety breaches can result in injuries to employees, sub-contractors and site visitors, delays in construction, additional cost, reputational damage, criminal prosecution and civil litigation. To mitigate the risk, the Group has documented policies and procedures which are regularly reviewed and modified in order to ensure continuous improvement. The Group employs dedicated health and safety personnel to ensure implementation and adherence to these policies and procedures.

The Group's business units each have an environmental management system which controls how environmental performance is managed. At the operational level, the environmental management system manages the significant environmental impact of each site. The Group's environmental strategy is focused on:

• ● minimisation of environmental risk and maximisation of environmental opportunity; and
• ● ensuring knowledge and understanding is at a level where all employees are aware of the environmental responsibilities involved in their jobs.

7. DIVIDEND AND DIVIDEND POLICY

The Directors intend to maintain a progressive dividend policy in New MJ Gleeson, with an appropriate level of cover, which is consistent with their views of the Group's cash flows and growth prospects.

Against the background of the Group's strong financial performance in the year to 30 June 2014 and the promising prospects for the current year and beyond, the board of Old MJ Gleeson recommended a final dividend for the year of 4.9 pence per share (2013: 2.0 pence per share). Combined with the interim dividend, this will give a total dividend for the year of 6.0 pence per share, an increase compared to the previous year of 140 per cent. (2013: 2.5 pence per share).

8. PUBLIC TAKEOVERS AND OFFERS

There have been no public takeover offers by third parties in respect of Old MJ Gleeson Shares during Old MJ Gleeson's last and current financial year. New MJ Gleeson has not been the subject of any such offers.

9. THE CITY CODE ON TAKEOVERS AND MERGERS

Old MJ Gleeson is a public limited company incorporated in England and Wales with Old MJ Gleeson Shares admitted to trading on a regulated market and is therefore subject to the Takeover Code and in particular the mandatory takeover provisions in Rule 9 of the Takeover Code. In the event of a takeover, the squeeze out provisions in section 979 of the Companies Act would be applicable, subject to the offeror acquiring the requisite percentage of the share capital to which the offer relates. The provisions of the Takeover Code will apply to New MJ Gleeson following the Scheme Effective Date as it will be a company incorporated in England and Wales with shares admitted to trading on a regulated market.

10. CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The New MJ Gleeson Articles permit the holding of New MJ Gleeson Shares under the CREST system. Settlement of transactions in New MJ Gleeson Shares following Admission may continue to take place within CREST if any Shareholder so wishes. However, CREST is a voluntary system and holders of New MJ Gleeson Shares who wish to receive and retain share certificates will be able to do so.

11. TAXATION

Your attention is drawn to Part VI of this Prospectus for details of the taxation of New MJ Gleeson and of New MJ Gleeson Shareholders in the UK.

SHAREHOLDERS 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.

PART II

HISTORICAL FINANCIAL INFORMATION ON THE GROUP AND INCORPORATION BY REFERENCE

Certain information is incorporated by reference into this Prospectus, which means that important information is being disclosed by referring to such information. The information being incorporated by reference is an important part of this Prospectus and should be reviewed.

The tables below set out the various sections of the documents which are incorporated by reference into this Prospectus, so as to provide the information required pursuant to the Prospectus Rules and to ensure that potential investors are aware of all information which, according to the particular nature of New MJ Gleeson and of the New MJ Gleeson Shares, is necessary to enable potential investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of New MJ Gleeson and the Group.

i. Financial Information

	Information incorporated by reference	Page number in
Reference document	into the Prospectus	reference document

For the financial year ended 30 June 2014

MJ Gleeson Annual Report 2014	The audited section of the Annual Report	30-42
	on Remuneration
MJ Gleeson Annual Report 2014	Independent auditors' report to the members	44-45
	of M J Gleeson Group PLC
MJ Gleeson Annual Report 2014	Consolidated Statement of Comprehensive Income	46
MJ Gleeson Annual Report 2014	Consolidated Statement of Financial Position	47
MJ Gleeson Annual Report 2014	Consolidated Statement of Changes in Equity	48-49
MJ Gleeson Annual Report 2014	Consolidated Statement of Cashflow	50-51
MJ Gleeson Annual Report 2014	Notes to the Financial Statements	52-76

For the financial year ended 30 June 2013

MJ Gleeson Annual Report 2013	The audited section of the Directors' Remuneration	22-25
	report
MJ Gleeson Annual Report 2013	Independent auditors' report to the members of	32-33
	M J Gleeson Group PLC
MJ Gleeson Annual Report 2013	Consolidated Statement of Comprehensive Income	34
MJ Gleeson Annual Report 2013	Consolidated Statement of Financial Position	35
MJ Gleeson Annual Report 2013	Consolidated Statement of Changes in Equity	36-37
MJ Gleeson Annual Report 2013	Consolidated Statement of Cashflow	38-39
MJ Gleeson Annual Report 2013	Notes to the Financial Statements	40-67

For the financial year ended 30 June 2012

MJ Gleeson Annual Report 2012	The audited section of the Directors' Remuneration report	18-21
MJ Gleeson Annual Report 2012	Independent auditors' report to the members of	28-29
	M J Gleeson Group PLC
MJ Gleeson Annual Report 2012	Consolidated Statement of Comprehensive Income	30
MJ Gleeson Annual Report 2012	Consolidated Statement of Financial Position	31
MJ Gleeson Annual Report 2012	Consolidated Statement of Changes in Equity	32-33
MJ Gleeson Annual Report 2012	Consolidated Statement of Cashflow	34-35
MJ Gleeson Annual Report 2012	Notes to the Financial Statements	36-63

The financial results for the year ended 30 June 2012 were subsequently restated in the MJ Gleeson Annual Report 2013.

• ii. A description of the Group's financial condition, changes in financial condition and results of operations for each year, for which historical financial information is required, including the causes of material changes from year to year in the financial information to the extent necessary for an understanding of the Group's business as a whole. This can be found in the Chairman's statement and the Business Review within the Annual Report for the years ending 30 June 2014, 30 June 2013 and 30 June 2012;
• iii. Information regarding significant factors, including unusual or infrequent events or new developments, materially affecting the Group's income from operations, indicating the extent to which income was so affected. This can be found in the Chairman's statement and the Business Review within the Annual Report for the years ending 30 June 2014, 30 June 2013 and 30 June 2012;
• iv. Material changes in net sales or revenues, including a narrative discussion of the reasons for such changes including exceptional items within the Business Review within the Annual Report for the years ending 30 June 2014, 30 June 2013 and 30 June; and
• v. A breakdown of total revenues by category of activity and geographic market for each financial year for the period covered by the historical financial information in the Notes to the Consolidated Financial Statements (Segmental Information) in the Annual Report for the years ending 30 June 2014, 30 June 2013 and 30 June 2012.

The Group's auditors, KPMG LLP of 1 The Embankment, Neville Street, Leeds LS1 4DW issued an unqualified audit opinion on the consolidated financial statements of Old MJ Gleeson and its subsidiaries for each of the financial years ended 30 June 2014, 30 June 2013 and 30 June 2012.

PART III

OPERATING AND FINANCIAL REVIEW

For information in respect of the financial condition and results of operation of the Group as of and for the years ended 30 June 2012, 30 June 2014 and 30 June 2012, please see the section below entitled "Information incorporated by reference".

Information incorporated by reference

The key information that comprises the discussion of the Company's current trading and prospects can be found in Part I of this Prospectus.

The key information that comprises the operating and financial review of the Group for the year ended 30 June 2014 can be found on pages 8 to 13 of its Annual Report and Accounts for 2014 and is incorporated by reference herein.

The key information that comprises the operating and financial review of the Group for the year ended 30 June 2013 can be found on pages 8 to 15 of its Annual Report and Accounts for 2013 and is incorporated by reference herein.

The key information that comprises the operating and financial review of the Group for the year ended 30 June 2012 can be found on pages 6 to 13 of its Annual Report and Accounts for 2012 and is incorporated by reference herein.

Where documents incorporated by reference themselves incorporate information by reference to further documents, these further documents do not form part of this Prospectus.

See Part II of this Prospectus for further details about information that has been incorporated by reference into this Prospectus.

Capital Resources and Liquidity Management

As at 31 October 2014, being the latest practicable date prior to publication of this Prospectus, the Group had cash and cash equivalents of £13.23 million and borrowings of £1.35 million.

The borrowings consist of £1.35 million drawn from the UK Government's Get Britain Building fund. The Get Britain Building fund provided a facility of up to £2,225,674 to assist with the construction costs on one of the Group's housing development. The outstanding loan amount above is repayable in full by February 2015 and no further drawings are available under the facility.

The Group has available to it a revolving working capital facility provided by Lloyds Banking Group which is a £20 million three year facility originally entered into in December 2013 and subsequently amended and restated on 13 November 2014 secured on the assets of the Group, as further described in paragraph 19 of Part VII of this Prospectus. As at 31 October 2014, no funds have been drawn down pursuant to this facility.

The Group operates a central treasury function. The treasury function arranges loans and funding, invests any surplus liquidity and manages financial risk. The treasury function is not a profit centre and no speculative trades are permitted or executed. It operates within specific policies, agreed by the Board, to control and monitor financial risk within the Group. Prudent and controlled use of financial instruments is permitted where appropriate, principally to reduce fluctuation in interest costs.

Cash Flow Analysis

The following table summarises the Group's consolidated cash flow for the financial years ended 30 June 2014, 2013 and 2012

		For the financial years ended 30 June
	2014	2013	2012
	£'000	£'000	£'000
Net cash flows from operating activities	5,282	(8,861)	(8,595)
Net cash generated from investing activities	299	2,789	7,205
Net cash from financing activities	(1,830)	2,146	(2,511)
Net (decrease)/increase in cash and cash equivalents	3,751	(3,926)	(3,901)
Closing cash and cash equivalents	13,687	9,936	13,862

(a) Net cash generated from operating activities

The Group had net cash outflows from operating activities of £8.6m and £8.9m for the financial years ended 30 June 2012 and 2013 as the Group invested in new housing development sites. Net cash inflows from operating activities for the year ended 30 June 2014 were £5.3m.

(b) Net cash generated from/(used in) investing activities

The Group had a net cash inflow from investing activities of £7.2m in the financial year ended 30 June 2012 with the primary receipt coming from the disposal of three PFI investments. In the financial year to 30 June 2013 the Group recorded an inflow of £2.8m with the primary receipt being the disposal of the Group's last remaining PFI investment. In the financial year to 30 June 2014 the Group received proceeds from the disposal of available for sale assets and investment properties of £0.7m and interest received of £0.2m and acquired Plant and Machinery totalling £0.6m.

(c) Net cash (used in)/generated from financing activities

The Group had a net cash outflow from financing activities of £2.5m for the financial year ended 30 June 2012, with the payment of a dividend totalling £2.6m. In the financial year to 30 June 2013 the net inflow totalled £2.1m, primarily due to a £2.2m increase in borrowing, being the drawdown of funds from the UK Government's Get Britain Building fund. In the financial year to 30 June 2014, the net outflow totalled £1.8m, primarily due to the payment of dividends totalling £1.6m.

Capitalisation

The following table sets out the Group's total equity attributable to shareholders at 30 June 2014. The information has been extracted without material adjustment from, and should be read together with, the Group's financial statements as at and for year ended 30 June 2014, which are incorporated by reference in this Prospectus (see Part II of this document).

Total equity attributable to shareholders of the Company	128,091 ––––––––––––––––––––––––
Retained earnings	120,472 ––––––––––––
Capital redemption reserve	120
Share premium account	6,436
Issued and fully paid Ordinary shares	1,063
	£'000
	2014
	30 June
	As at

There has been no material change in the capitalisation of the Group since 30 June 2014.

Indebtedness

As at 31 October 2014 (being the latest practicable date prior to the publication of this document), the Group's net cash position was £11.9 million.

The following table, sourced from the Group's internal accounting records, sets out the Group's net cash position at 31 October 2014.

All group commitments can be funded from existing cash resources and operating cash flows. The Group does not have any restriction on the use of its capital resources.

	As at
	31 October
	2014
	£'000
Cash and cash equivalents	13,232
Bank loans and overdrafts	–
Get Britain Building fund	(1,350) ––––––––––––
	11,882 ––––––––––––
	––––––––––––

PART IV

DIRECTORS AND CORPORATE GOVERNANCE

1. NEW MJ GLEESON BOARD OF DIRECTORS AND SENIOR MANAGER

The Board of New MJ Gleeson will comprise of the following Directors on Admission, as set out below. The Senior Manager's details are also set out below.

.

Dermot Gleeson (aged 65) – Non-Executive Chairman

Appointed to the Old MJ Gleeson Board in 1975 and appointed Chief Executive in 1988 and Chairman in 1994. Relinquished the post of Chief Executive in 1998. Currently a Non-Executive Director of GB Group Holdings Limited (the parent company of GB Building Solutions Limited, previously Gleeson Building Limited). Previously employed in the Conservative Party Research Department, the European Commission and Midland Bank International Limited. Formerly, a Trustee of the British Broadcasting Corporation, Chairman of the Major Contractors Group, a Board Member of the Housing Corporation, a Director of the Construction Industry Training Board and a Trustee of the Institute of Cancer Research. He is Chairman of the Nomination Committee.

Jolyon Harrison (aged 66) – Chief Executive

Appointed to the Old MJ Gleeson Board in July 2010 and appointed Chief Executive on 1 July 2012. Jolyon joined the Group in November 2009 as Managing Director of Gleeson Homes. He has over 40 years of house building experience, most recently as founder and Chairman of Pelham Construction/North Country Homes Group and prior to that as Managing Director of Shepherd Homes. Currently Chairman of JDP Rooflines Limited and the Yorkshire region of the Home Builders Federation. Formerly a member of the North East Housing Board and a Council member of the National House Building Council. He is the Board member responsible for health and safety matters.

Alan Martin (aged 48) – Chief Financial Officer & Company Secretary

Appointed to the Old MJ Gleeson Board in January 2009. Alan joined the Group in November 2006 as Group Financial Controller from Psion PLC where he held a similar role. Alan qualified as a Chartered Accountant in 1990, following which he specialised in corporate recovery with PricewaterhouseCoopers in London and in Sydney, Australia.

Ross Ancell (aged 61) – Senior Non-Executive Director

Appointed to the Old MJ Gleeson Board in October 2006. Ross is Chairman of Churngold Construction Holdings Limited and Independent Non-Executive Director of Galaxy Entertainment Group Limited (listed in Hong Kong). He is the Senior Independent Director and Chairman of the Remuneration Committee and member of the Audit and Nomination Committees.

Colin Dearlove (aged 63) – Non-Executive Director

Appointed to the Old MJ Gleeson Board in December 2007. Colin was at Barratt Developments PLC from 1981 to 2006 where he held a number of senior finance positions with the most recent being Group Finance Director, from 1992 until his retirement in 2006. He is Chairman of the Audit Committee and member of the Remuneration and Nomination Committees.

Christopher Mills (aged 61) – Non-Executive Director

Appointed to the Old MJ Gleeson Board in January 2009. Founder of Harwood Capital Management Group and formerly Chief Investment Officer of J O Hambro Capital Management Limited from 1993 to 2011. He is also Chief Executive and Investment Manager of North Atlantic Smaller Companies Investment Trust PLC, a UK listed investment trust. Christopher is a director of several publicly quoted companies, including Catalyst Media Group plc, The Quarto Group, Inc., Bioquell and Cyprotex.

Senior Manager

Scott Chamberlin (aged 47) – Managing Director of Strategic Land

Joined the Group in 1994, following employment in the public sector, Scott initially worked in the Gleeson Homes division and was promoted to director level. Scott was appointed as managing director of Gleeson Strategic Land in 2005 when the division was created as an individual business unit and remains in that role. Scott is a Chartered Town Planner.

2. COMMITTEES OF THE BOARD

In order to comply with the UK Corporate Governance Code upon Admission, New MJ Gleeson will establish Audit, Remuneration and Nomination Committees of the Board. These Committees will be comprised of the same directors who comprised the equivalent Committees for Old MJ Gleeson. Further details of these Board Committees are as follows:

Audit Committee

The members of the Audit Committee will be Colin Dearlove (Chairman) and Ross Ancell.

The Committee's members shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the chairman of the Audit Committee. The Committee shall be made up of at least two members.

The terms of reference of the Audit Committee, in summary, will be, to:

• ● monitor the integrity of the financial information of New MJ Gleeson, including its annual and half-yearly reports, interim management statements, preliminary results' announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain. The Audit Committee shall also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature;
• ● review and challenge:
• the consistency of, and any changes to, accounting policies both on a year on year basis and across the Company/Group;
• the methods used to account for significant or unusual transactions where different approaches are possible;
• whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;
• the clarity of disclosure in the Company's financial reports and the context in which statements are made; and
• all material information presented with the financial information, such as the business review/operating and financial review and the corporate governance statement (insofar as it relates to the audit and risk management).
• ● where requested by the Board, the Committee will review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy;
• ● keep under review the effectiveness of New MJ Gleeson's internal controls and risk management systems and review and approve the statements to be included in the annual report concerning internal controls and risk management;

• ● review the Company's arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Audit Committee share ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action;

• ● review the Company's procedures for detecting fraud and review the Company's systems and controls for the prevention of bribery;

• ● monitor and review the effectiveness of the Company's internal audit function in the context of the Company's overall risk management system;
• ● approve the appointment and removal of the head of the internal audit function;
• ● consider and approve the remit of the internal audit and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate standing and is free from management or other restrictions;
• ● review and assess the annual internal audit plan;
• ● review promptly all reports on New MJ Gleeson from the internal auditor;
• ● review and monitor management's responses to the findings and recommendations of the internal auditor;
• ● meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit has the right of direct access to the chairman of the Board and to the Committee;
• ● consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company's external auditor. The Committee shall oversee the selection process for a new auditor and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether any action is required;
• ● oversee the relationship with the external auditor including (but not limited to):
• (a) approval of their remuneration, whether fees for audit or non-audit services, and that the level of fees is appropriate to enable an adequate audit to be conducted;
• (b) approval of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of audit;
• (c) assessing annually their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditors as a whole, including the provision of any non-audit services;
• (d) satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditors and New MJ Gleeson (other than in the ordinary course of business);
• (e) monitoring the auditors' compliance with relevant ethical and professional guidance on the rotation of audit partner, the level of fees paid by New MJ Gleeson compared to the overall fee income of the firm, office and partner and other related requirements;
• (f) assessing annually their qualifications, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditors on their own internal quality procedures; and
• (g) seeking to ensure coordination with the activities of the internal audit function;
• ● meet with the external auditors, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditor at least once a year, without management being present, to discuss the auditor's remit and any issues arising from the audit;
• ● review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
• ● review the findings of the audit with the external auditors. This shall include, but not be limited to:
• (a) a discussion of any major issues which arose during the audit;
• (b) any accounting and audit judgements;
• (c) levels of error identified during the audit; and

• (d) the effectiveness of the audits;

• ● review any representation letter(s) requested by the external auditor before they are signed by management;

• ● review the management letter and management's response to the auditors' findings and recommendations;
• ● develop and implement a policy on the supply of non-audit services by the external auditors, taking into account any relevant ethical guidance on the matter;
• ● the Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
• ● the Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed;
• ● the Committee shall produce a report on its activities to be included in the New MJ Gleeson's annual report;
• ● have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required;
• ● be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
• ● give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules, Prospectus Rules and DTRs and any other applicable rules, as appropriate;
• ● be responsible for co-ordination of the internal and external auditors;
• ● oversee any investigation of activities which are within its terms of reference and act as a court of the last resort;
• ● at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval; and
• ● have the right to publish the Company's annual report and details of any issues that cannot be resolved between the Committee and the Board.

The Audit Committee is authorised:

• ● to seek any information it requires from any employee of the Company in order to perform its duties;
• ● to obtain, at the Company's expense, outside legal or other professional advice on any matter within its term of reference;
• ● to call any employee to be questioned at a meeting of the Committee as and when required; and
• ● to publish in the Company's annual report details of any issues that cannot be resolved between the Committee and the Board.

Remuneration Committee

The Remuneration Committee members will be Ross Ancell (Chairman) and Colin Dearlove. The Committee will have delegated authority to deal with remuneration matters on behalf of the Board and will be responsible for the Directors' remuneration report. The chair of the Committee should attend all Annual General Meetings to respond to any shareholder questions that might be raised on the Committee's activities.

The terms of reference of the Remuneration Committee, in summary, will be, to:

● determine and agree with the Board the framework or broad policy for the remuneration of the Chairman of New MJ Gleeson, the Chief Executive, the Executive Directors, the Company Secretary and such other members of the executive management as it is designated to consider (the "Key Management Group"). The remuneration of Non-Executive Directors shall be a matter for the Chairman and the Executive Members of the Board. No Committee attendee shall participate in any discussion or decision on their own remuneration;

• ● in determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code and associated guidance. The objective of such policy is to ensure that members of the Key Management Group are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of New MJ Gleeson;
• ● review the ongoing appropriateness and relevance of the remuneration policy;
• ● within the terms of the agreed policy and in consultation with the Chairman of New MJ Gleeson and/or the Chief Executive (as appropriate) determine the total individual remuneration package of the members of the Key Management Group including bonuses, incentive payments and share options or other share awards;
• ● approve the design of, and determine targets for, any performance related pay schemes operated by New MJ Gleeson and approve the total annual payments made under such schemes;
• ● review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, company secretary and other designated senior executives and the performance targets to be used;
• ● determine the policy for and scope of pension arrangements for the Key Management Group;
• ● ensure that all contractual terms on termination, and any payments made, are fair to the individual and New MJ Gleeson, that failure is not rewarded and that the duty to mitigate is fully recognised;
• ● review and note annually the remuneration trends across New MJ Gleeson;
• ● oversee any major changes in employee benefit structures throughout New MJ Gleeson;
• ● agree the policy for authorising claims for expenses from the Chief Executive and Chairman;
• ● be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee; and to obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations;
• ● the Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
• ● the Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed;
• ● the Committee shall produce an annual report of the Company's remuneration policy and practices which will form part of the Company's Annual Report and ensure each year that the report is put to shareholders for approval at the Annual General Meeting;
• ● have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required;
• ● be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
• ● give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code, the requirements of the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules, as appropriate;
• ● at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval;
• ● the Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties;
• ● the Committee is authorised by the Board, when the fulfilment of its duties requires, to obtain any outside legal or other professional advice, including the advice of independent remuneration consultants, to secure the attendance of external advisers at its meetings, if it considers this necessary.

Nomination Committee

The Nomination Committee members will be Dermot Gleeson (Chairman), Ross Ancell and Colin Dearlove. The Nomination Committee will meet at least once a year and otherwise as required.

The terms of reference of the Nomination Committee, in summary, will be, to:

• ● regularly review the structure, size and composition of the Board (including the skills, knowledge, experience and diversity) and make recommendations to the Board with regard to any changes that are deemed necessary;
• ● give full consideration to succession planning for the Key Management Group in the course of its work, taking into account the challenges and opportunities facing New MJ Gleeson and the skills and expertise needed on the Board in the future;
• ● be responsible for identifying and nominating, for the Board's approval, candidates to fill Board vacancies as and when they arise;
• ● before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:
• (i) use open advertising or the services of external advisers to facilitate the search;
• (ii) consider candidates from a wide range of backgrounds; and
• (iii) consider candidates on merit and against objective criteria with due regard for the benefits of diversity on the Board, including gender, taking care that appointees have enough time available to devote to the position;
• ● for the appointment of a Chairman, the Committee should prepare a job specification, including the time commitment expected. A proposed Chairman's other significant commitments should be disclosed to the Board before appointment and any changes to the Chairman's commitments should be reported to the Board as they arise;
• ● keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
• ● keep up to date and fully informed about strategic issues and commercial changes affecting New MJ Gleeson and the market in which it operates;
• ● review annually the time required from Non-Executive Directors. Performance evaluation should be used to assess whether the Non-Executive Directors are spending enough time to fulfil their duties; and
• ● ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.

The Nomination Committee shall also make recommendations to the Board concerning:

• ● formulating plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chairman and Chief Executive;
• ● suitable candidates for the role of Senior Independent Director;
• ● membership of the Audit Committee and Remuneration Committee in consultation with the chairmen of those committees;
• ● the re-appointment of any Non-Executive Director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required;
• ● make recommendations to the Board for the continuation (or not) in service of any Director who has reached the age of 70;

• ● the re-election by shareholders of any Director under the 'retirement by rotation' provisions in New MJ Gleeson's Articles having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required (particularly in relation to directors being re-elected for a term beyond six years);

• ● any matters relating to the continuation in office of any Director at any time, including the suspension or termination of service of an Executive Director as an employee of New MJ Gleeson, subject to the provisions of the law and their service contract; and

• ● the appointment of any Director to Executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the full Board.

Other responsibilities of the Nomination Committee include the following:

• ● the Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
• ● the Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed;
• ● the Committee shall make a statement in the Annual Report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used; and
• ● the Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

The Nomination Committee also has the following authorities:

• ● to seek any information it requires from any employee of the Company in order to perform its duties; and
• ● to obtain, at the Company's expense, outside legal or other professional advice on any matters within its terms of reference.

The Group is committed to the principles of corporate governance contained in the UK Corporate Governance Code. The Group has complied with, and continues to comply with as at the date of this document, the provisions set out in the UK Corporate Governance Code (including its previous iterations, as applicable).

New MJ Gleeson will adopt a similar policy upon Admission in respect of the disclosure requirements which will be applicable to it going forward as a company listed on the Official List.

PART V

THE PROPOSALS

1. INTRODUCTION

On 28 October 2014, Old MJ Gleeson announced its intention to put in place a new parent company for the Group. The New MJ Gleeson Shares are intended to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market. New MJ Gleeson, is a new company incorporated in England and Wales. Given that the nature of the Company's operations have changed over time, the Board of Old MJ Gleeson decided to reorganise the Group in such a way that the Legacy Businesses are separated from the Group's core on-going and future operations in the Group's corporate structure.

It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act which requires the approval of the Old MJ Gleeson Shareholders and the sanction of the Court. If the Scheme becomes effective, Old MJ Gleeson's existing share capital will be cancelled and Scheme Shareholders will be entitled to receive one New MJ Gleeson Ordinary Share for each Old MJ Gleeson Ordinary Share held at the Scheme Record Time and New MJ Gleeson will own the entire issued ordinary share capital of Old MJ Gleeson.

Details of the Scheme are set out in the Scheme Circular sent to Old MJ Gleeson Shareholders on 4 November 2014. It is expected that, subject to the conditions of the Scheme having been satisfied, the Scheme will become effective and trading in the New MJ Gleeson Ordinary Shares on the London Stock Exchange will commence on 19 December 2014.

If the Scheme is implemented, Scheme Shareholders at the Scheme Record Time, will receive, in exchange for their Old MJ Gleeson Shares, New MJ Gleeson Shares on the following basis:

for every one Old MJ Gleeson Share one New MJ Gleeson Share

Upon the implementation of the Scheme, New MJ Gleeson Shareholders will effectively have the same proportionate interest in the profits, net assets and dividends of the New MJ Gleeson Group as they currently have in the Old MJ Gleeson Group as an Old MJ Gleeson Shareholder.

2. BACKGROUND TO AND REASONS FOR THE PROPOSALS

The Board of Old MJ Gleeson, together with its advisers, have closely examined the current corporate structure of the Group. This review has concluded that the interests of the Group's business and those of its Shareholders are best served by establishing a new parent company, and carrying out a reorganisation of the Group, in such a way that the Legacy Businesses are separated from the Group's core on-going and future operations in the Group's corporate structure.

The Board believes that the Proposals will facilitate the Board's objective of seeking to ensure that potential future creditors of the Legacy Businesses are provided for on a prudent and reasonable basis, whilst separating the Legacy Businesses from the on-going Group's business.

The Group now operates as a housing regeneration specialist, building homes for people on low incomes on brownfield land in the North of England through its Gleeson Homes division and as a land promoter that enhances the value of land by securing residential planning consents with a primary focus on sites in the South of England likely to be attractive to volume housebuilders through its Gleeson Strategic Land division.

The Proposals involve the insertion of a new parent company, New MJ Gleeson, above the current parent company, Old MJ Gleeson, through a scheme of arrangement under Part 26 of the Companies Act and involving a capital reduction. New MJ Gleeson will become the listed entity and the ownership of Old MJ Gleeson at the Scheme Record Time would be mirrored in New MJ Gleeson at the Scheme Effective Time.

It is proposed that following the insertion of New MJ Gleeson as the Group's parent company, a capital reduction will be carried out in New MJ Gleeson, in order to create distributable reserves in New MJ Gleeson. Further information in respect of this can be found in paragraph 5 of this Part V.

Old MJ Gleeson intends, following the insertion of New MJ Gleeson as the Group's new parent company, to declare and pay a cash dividend and a dividend in specie of its interests in the Group's Non-Legacy Businesses, comprising both shares in companies and a limited number of assets to New MJ Gleeson ("Dividend in Specie"), so that Old MJ Gleeson's remaining assets would be its investment in GCSL, a deferred tax asset, any legacy construction contracts in its own name, and the Intercompany Loan to New MJ Gleeson from Old MJ Gleeson which Old MJ Gleeson can require payment of, in whole or in part, to enable it to cover potential liabilities. Old MJ Gleeson will also retain any liabilities for the latent defect claims and other liabilities as a result of its various contracts, along with the GCSL Intercompany Loan, which GCSL can require repayment of, to enable it to meet any liabilities for the latent defect claims made against GCSL and other expenses.

The Proposals have been designed to mitigate risks to the ongoing operations of the Group which might result from potential liabilities in respect of the Legacy Businesses.

Old MJ Gleeson and GCSL have a number of years of experience of handling latent defect claims relating to the Legacy Businesses and have monitored these claims. The Board is mindful of the need to provide for possible future creditors of GCSL and Old MJ Gleeson and the need to balance this with the need to promote the success of the Group's on-going businesses.

Organisational Structure Prior to the Implementation of the Proposals

The Legacy Businesses

As described above, Old MJ Gleeson intends to insert a new parent company, New MJ Gleeson, above the current parent company, Old MJ Gleeson, through the Scheme. As part of the Proposals, Old MJ Gleeson will dispose of its interests in Non-Legacy Businesses comprising both shares in companies and a limited number of assets so that Old MJ Gleeson's remaining assets will be its investment in GCSL, a deferred tax asset, any legacy contracts in its own name and the Intercompany Loan. The liabilities of Old MJ Gleeson will comprise the GCSL Intercompany Loan and any liabilities for the latent defect claims as a result of contracts in its own name or guarantees relating to the Legacy Businesses and other liabilities as a result of various contracts.

The Legacy Businesses' activities are now limited to dealing with occasional contractual claims. The majority of Old MJ Gleeson's live contracts from its legacy building contracting division were sold in August 2005 and the majority of live contracts from the engineering division were sold in 2006. In both cases, the latent defect liability for all completed contracts was retained within the Old MJ Gleeson Group. There remain a significant number of contracts under which latent defect claims could be brought. Any claims relating to defects arising on a project can extend, depending on the relevant contractual or statutory provisions, for a period of up to 12 years for contracts governed by English law and 20 years for contracts governed by Scottish law in each case, from practical completion of the relevant contract. Construction defects can occur on projects and only come to light some time after completion of that project. Although subcontractors will normally resolve such defects at the relevant subcontractor's cost, the Old MJ Gleeson Group could become liable if the subcontractor is no longer trading or if a significant claim against a subcontractor causes the subcontractor to become insolvent.

Prior to GCSL commencing trading in 2002, contracts for the Legacy Businesses were principally entered into by Old MJ Gleeson. After July 2002, the majority of contracts relating to the Legacy Businesses were entered into by GCSL. However, a number of such contracts were still entered into by Old MJ Gleeson and Old MJ Gleeson also provided parent company guarantees in respect of certain contracts entered into by GCSL.

The Directors estimate, following an internal review, that as at 1 January 2015 there will be 800 contracts under which latent defect claims could still be brought against the Group. The turnover value of these contracts was approximately £1.7bn. All of these building contracts and engineering contracts have been completed, with the final building and engineering contracts both completing in 2008. 276 of these contracts were entered into by Old MJ Gleeson. The remainder were entered into by GCSL with GCSL's obligations and liabilities under three of these contracts having been guaranteed by Old MJ Gleeson.

Providing for future claims

As part of the strategic review of the Old MJ Gleeson Group's structure and potential liabilities from the Legacy Businesses, a detailed review and analysis was carried out by the Directors of Old MJ Gleeson and GCSL to assess what the future potential latent defect claims may be, as further described below.

In 2013, GCSL reduced its share capital from £20.0m to £1,000. As part of that process the GCSL Directors considered what level of assets GCSL would require to provide for potential future claims. The GCSL Directors considered that as claims had been made against GCSL in the past, it was possible that such claims could occur in the future and appropriate provision should be made for potential creditors arising from such claims. In addition, some of the subcontractors contracted by the Old MJ Gleeson Group in respect of which latent defect claims may arise were known by the GCSL Directors to have ceased trading, which would mean that any related latent defect claim would revert back to the main contractor, GCSL. In addition, a significant claim against any such subcontractor that was still trading could expose that subcontractor to liabilities which could cause the subcontractor to become insolvent, resulting in the claim reverting to GCSL. The GCSL Directors considered that the provisioning level should take into account claims incurred and the percentage of claims incurred against the accumulated turnover still within the defect liability period, categorised between total turnover and then sub-categories of region, sector and size of contract. Based upon this review, with the addition of a material contingency, the GCSL Directors considered that net assets of £3.8m should be retained within GCSL to meet potential future liabilities. Therefore, GCSL retained this amount together with a further amount to cover specific liabilities, in the form of the GCSL Intercompany Loan.

As noted above, until 2002 the majority of the Old MJ Gleeson Group's contracts relating to the Legacy Businesses were entered into by Old MJ Gleeson. From 2002 Old MJ Gleeson entered into a small number of contracts and provided parent company guarantees in relation to some contracts entered into by GCSL. Accordingly, similarly to the process in relation to GCSL described above, the Directors have considered the level of assets which should be retained in Old MJ Gleeson in order to cover any potential future claims against Old MJ Gleeson under these contracts and parent company guarantees. The Directors have carried out a similar review to that undertaken by the GCSL Directors, considering the claims incurred since the disposal of the contracting businesses and the claims incurred as a percentage against the accumulated turnover over still within the defect liability period, categorised between total turnover and then sub-categories of region, sector and size of contract. Based upon this review and with the information available to them at the time of the review, with the addition of a material contingency, the Directors considered that net assets of £3.7m would need to be retained within Old MJ Gleeson to meet Old MJ Gleeson's exposure to potential latent defect claims and others costs and expenses. These assets would be retained in the form of the Intercompany Loan, which Old MJ Gleeson can require repayment of to meet these potential liabilities and Old MJ Gleeson's liabilities under the GCSL Intercompany Loan.

Impact of the Proposals

New MJ Gleeson will have the same Board of Directors and management team as Old MJ Gleeson with effect from Admission of New MJ Gleeson. As a company listed on the premium listing segment of the Official List, New MJ Gleeson will be required to comply with the UK Corporate Governance Code or explain any departures therefrom.

The Group will have the same business and operations after the Scheme Effective Date as before the Scheme Effective Date.

Group Structure at the Scheme Effective Time

Group Structure Post Proposed Dividend in Specie

The Dividend in Specie and cash dividend

As set out in the Risk Factors, the precise amount of the Dividend in Specie and cash dividend which Old MJ Gleeson intends to pay will be determined by the circumstances prevailing at the time of their proposed payment, which is expected to be on or around 23 December 2014. Additionally, in the case of the Dividend in Specie, the transfer of shares in Gleeson Developments (North East) Limited ("GDNE") requires the consent of a third party. Old MJ Gleeson is in the process of seeking to obtain that consent, however, if such consent were to be withheld on a basis that the Board of Old MJ Gleeson was satisfied was reasonable, the shares in the subsidiary would not be included in the Dividend in Specie. This would mean that the complete separation of the Legacy Businesses from the Non-Legacy Businesses within the Group as intended by the Proposals may not be achievable, leaving the assets of GDNE exposed to potential liability claims pursuant to the Legacy Businesses.

3. SUMMARY OF THE PROPOSALS

The establishment of a new parent company for the Group entails a number of steps. The principal steps involved in the Scheme are as follows:

3.1 Cancellation of Scheme Shares

Under the Scheme, all the Scheme Shares will be cancelled on the Scheme Effective Date.

In consideration of the cancellation of the Scheme Shares, the Scheme Shareholders will receive, in respect of any Scheme Shares held as at the Scheme Record Time:

for every one Old MJ Gleeson Share one New MJ Gleeson Share

¹ Assuming Gleeson Developments (North East) Limited is transferred as part of the Dividend in Specie.

After the General Meeting and before the Scheme Effective Date, New MJ Gleeson will acquire an Old MJ Gleeson Share. This share will not be a Scheme Share and will not therefore be cancelled pursuant to the Scheme. The purpose of this share is to facilitate the allotment of new shares in Old MJ Gleeson to New MJ Gleeson in accordance with section 593(2) of the Companies Act.

With effect from the Scheme Effective Date, the rights attaching to the New MJ Gleeson Shares will be the same as those attaching to the existing Old MJ Gleeson Shares immediately prior to the Scheme Effective Date. Upon the implementation of the Scheme, New MJ Gleeson Shareholders will have the same voting rights and the same proportionate interest in the profits, net assets and dividends of New MJ Gleeson as they currently have as an Old MJ Gleeson Shareholder.

In order to reflect the book value of Old MJ Gleeson, the New MJ Gleeson Shares issued under the Scheme will have a nominal value of 146 pence each, while the Old MJ Gleeson Shares have a nominal value of 2 pence each. However, on the New MJ Gleeson Capital Reduction becoming effective (which is expected to be in January 2015), the nominal value of the New MJ Gleeson Shares will be reduced to 2 pence. These changes in nominal value are of a technical nature and do not affect the value of the shareholding.

3.2 Establishing New MJ Gleeson as the new parent company of the Group

Following the cancellation of the Scheme Shares, the credit arising in the books of Old MJ Gleeson as a result of the cancellation will be applied in paying up in full New Shares in Old MJ Gleeson such that the aggregate nominal value of those New Shares equals the aggregate nominal value of the Scheme Shares cancelled. The New Shares in Old MJ Gleeson will be issued to New MJ Gleeson which will, as a result, become the parent company of Old MJ Gleeson and the Group.

3.3 Amendments to Old MJ Gleeson's Articles of Association

In some cases, Old MJ Gleeson Shares may need to be allotted before the Scheme Record Time (for example, because of the exercise of rights granted by Old MJ Gleeson under the Old MJ Gleeson Employee Share Plans) but the timing of their allotment could mean that they are not classified as Scheme Shares and are therefore outside the scope of the Scheme. In addition, Old MJ Gleeson Shares may be issued after the Scheme Record Time which would also put them outside the scope of the Scheme. It is proposed that the Old MJ Gleeson Articles be amended in such a way as to ensure that: (i) any Old MJ Gleeson Shares which are issued after the Voting Record Time before the Scheme Record Time are allotted subject to the terms of the Scheme and the holders of such shares will be bound by the Scheme accordingly; (ii) any Old MJ Gleeson Shares which are allotted after the Scheme Record Time will be immediately transferred to New MJ Gleeson in exchange for the issue or transfer to the relevant allottees of one New MJ Gleeson Share for every Old MJ Gleeson Share transferred. The Old MJ Gleeson Articles will also provide that if any Old MJ Gleeson Shares are allotted to any person within (ii) above following any variation in the share capital of either Old MJ Gleeson or New MJ Gleeson after the Scheme Effective Date or such other event as the New MJ Gleeson Directors consider fair and reasonable, the number of New MJ Gleeson Shares to be issued or transferred to that person will be adjusted in an appropriate manner, provided Old MJ Gleeson's auditors have confirmed the adjustment is fair and reasonable.

These measures will avoid any person other than New MJ Gleeson being left with Old MJ Gleeson Shares after Trading Cancellation and will further ensure that Old MJ Gleeson will remain a wholly-owned subsidiary of New MJ Gleeson notwithstanding any issue of Old MJ Gleeson Shares.

3.4 Approval of the cash dividend and Dividend in Specie

Old MJ Gleeson intends, following the insertion of New MJ Gleeson as the Group's new parent company, to declare and pay a cash dividend and a dividend in specie of its interests in the Group's Non-Legacy Businesses, comprising both shares in companies and a limited number of assets to New MJ Gleeson, so that Old MJ Gleeson's remaining assets would be its investment in GCSL, a deferred tax asset, any legacy contracts in its own name, and the Intercompany Loan to New MJ Gleeson from Old MJ Gleeson which Old MJ Gleeson can require repayment of, in whole or in part, to enable it to cover potential liabilities. Old MJ Gleeson will also retain any liabilities for the latent defect claims and other liabilities as a result of its various contracts, along with the GCSL Intercompany Loan, which GCSL can require payment of, to enable it to meet any liabilities for the latent defect claims made against GCSL and other expenses.

4. CONDITIONS TO IMPLEMENTATION OF THE SCHEME

4.1 The Scheme

The implementation of the Scheme is conditional upon:

• 4.1.1 the approval of the Scheme by a majority in number, representing at least 75 per cent. in value, of the Old MJ Gleeson Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);
• 4.1.2 the passing of the resolutions set out in the notice of the General Meeting to approve the Scheme and various matters in connection with the Scheme including: (A) the cancellation of the Scheme Shares; (B) the issue and allotment of New Shares; (C) the changes to the Old MJ Gleeson Articles; (D) the delisting of the Old MJ Gleeson Shares from the Official List and the removal of the Old MJ Gleeson Shares from trading on the main market of the London Stock Exchange; (E) the New MJ Gleeson Capital Reduction; and (F) the adoption of the New MJ Gleeson Employee Share Plans, in each case at the General Meeting (or any adjournment of such meeting);
• 4.1.3 the sanction of the Scheme by the High Court and the confirmation by the High Court of the Old MJ Gleeson Capital Reduction;
• 4.1.4 a copy of the Court Order and Statement of Capital having been delivered to the Registrar of Companies in England and Wales for registration; and
• 4.1.5 permission having been granted by the FCA to admit the New MJ Gleeson Shares to the Official List and by the London Stock Exchange to admit the New MJ Gleeson Shares to trading on the main market.

The Court Hearing (at which it is proposed that the High Court sanction the Scheme and confirm the Old MJ Gleeson Capital Reduction) is expected to be held on or around 18 December 2014. Old MJ Gleeson Shareholders or creditors who wish to support or oppose the Scheme will be informed by advertisement in a newspaper with national distribution in the United Kingdom of their right to appear in person, or be represented by Counsel, at the Court Hearing. The Court Hearing will be held at Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL.

The Directors will not take the necessary steps to implement the Scheme or to enable the Scheme to become effective unless the above conditions have been satisfied (or waived) and, at the relevant time, they consider that it continues to be in Old MJ Gleeson's best interests and that of Old MJ Gleeson Shareholders that the Scheme should be implemented.

If the Scheme is sanctioned by the High Court and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective on 18 December 2014, the anticipated Scheme Effective Date, with dealings in New MJ Gleeson Shares to be issued pursuant to the Scheme expected to commence on 19 December 2014.

If the Scheme has not become effective by 31 January 2015 (or such later date as Old MJ Gleeson and New MJ Gleeson may agree and the High Court may allow), it will lapse, in which event the Scheme will not proceed, Old MJ Gleeson Shareholders will remain shareholders of Old MJ Gleeson and the Old MJ Gleeson Shares will continue to be listed on the premium listing segment or the Official List and to trading on the main market.

The Scheme contains a provision for Old MJ Gleeson and New MJ Gleeson jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition that the High Court may think fit to approve or impose. Old MJ Gleeson has been advised that the High Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be materially prejudicial to the interests of Old MJ Gleeson Shareholders unless Old MJ Gleeson Shareholders were informed of any such modification, addition or condition. It will be a matter for the High Court to decide, in its discretion, whether or not further meetings of Old MJ Gleeson Shareholders should be held. If the High Court does approve or impose a modification of, or addition or condition to, the Scheme which, in the opinion of the Directors, is such as to require the consent of the Old MJ Gleeson Shareholders, the Directors will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained. In order to ensure that no Old MJ Gleeson Shares fall outside the Scheme inadvertently, it is proposed that no issues of Old MJ Gleeson Shares take place between the Voting Record Time and the closing of the General Meeting.

5. NEW MJ GLEESON CAPITAL REDUCTION

It is intended that the New MJ Gleeson Capital Reduction will create a reserve of distributable profits in New MJ Gleeson that will be available to be distributed as dividends or applied towards any other lawful purpose. The necessary shareholder resolution required by the Companies Act for New MJ Gleeson to implement the New MJ Gleeson Capital Reduction has been passed by the current shareholders of New MJ Gleeson, conditional upon confirmation of the High Court, the Scheme becoming effective, the New MJ Gleeson Shares having been allotted and issued pursuant to the Scheme and Old MJ Gleeson Shareholders approving, by special resolution, the New MJ Gleeson Capital Reduction at the General Meeting.

Subject to the Scheme becoming effective and all of the other conditions above being satisfied, the Directors expect that the New MJ Gleeson Capital Reduction will become effective in January 2015.

6. ADMISSION AND DEALINGS

Application will be made to the FCA for all of the New MJ Gleeson Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New MJ Gleeson Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. The ISIN number of the New MJ Gleeson Shares will be GB00BRKD9Z53.

If all the conditions to the Scheme are satisfied, Old MJ Gleeson intends to seek Trading Cancellation with effect from Admission.

The last day of trading in Old MJ Gleeson Shares is expected to be on 17 December 2014. The last date for registration of transfers of Old MJ Gleeson Shares is expected to be 6.00 p.m. on 17 December 2014.

It is expected that the New MJ Gleeson Shares will be issued on 18 December 2014 (the Scheme Effective Date), their Admission will become effective and that dealings in the New MJ Gleeson Shares will commence at, 8.00 a.m. on 19 December 2014. It is expected that the admission of the Old MJ Gleeson Shares to trading will be cancelled at 8.00 a.m. on 19 December 2014.

These dates may be deferred if it is necessary to adjourn any meeting required to approve the arrangements described in this document or if there is any delay in obtaining the High Court's sanction of the Scheme or confirmation of the Old MJ Gleeson Capital Reduction. In the event of a delay, the application for Trading Cancellation of the Old MJ Gleeson Shares will be deferred, as will the Admission of the New MJ Gleeson Shares, so that such admission of the Old MJ Gleeson Shares to the premium listing segment of the Official List and to trading on the main market will not be cancelled until the Scheme has become effective.

With effect from (and including) the Scheme Effective Date, share certificates representing the Old MJ Gleeson Shares will cease to be valid and binding in respect of such holdings and should be destroyed. With respect to the Old MJ Gleeson Shares held in Uncertificated form, Euroclear will be instructed to cancel the entitlements of the relevant Old MJ Gleeson Shareholders in respect of those Old MJ Gleeson Shares. Admission of the New MJ Gleeson Shares to the Official List is expected to become effective, and dealings in the New MJ Gleeson Shares is expected to commence, at 8.00 a.m. on 19 December 2014.

No New MJ Gleeson Shares have been marketed to, nor are any available for purchase or exchange, in whole or in part, by the public in the United Kingdom or elsewhere in connection with the Admission.

New MJ Gleeson Shares can be held in Certificated or Uncertificated form. It is expected that certificates for New MJ Gleeson Shares in Certificated form will be dispatched within ten (10) Business Days after the Scheme Effective Date.

Pending the despatch of certificates for New MJ Gleeson Shares, transfers of New MJ Gleeson Shares in Certificated form will be certified against the share register of New MJ Gleeson. Temporary documents of title have not been, and will not be, issued in respect of New MJ Gleeson Shares in Certificated form.

It is expected that New MJ Gleeson Shares in Uncertificated form will be credited to CREST accounts on 19 December 2014.

All documents, certificates or other communications sent by or to any shareholders will be sent at their own risk and may be sent by post.

Notwithstanding anything above or any other provision of this document or any other document relating to the New MJ Gleeson Shares, Old MJ Gleeson and New MJ Gleeson reserve the right to issue New MJ Gleeson Shares to all shareholders in Certificated form if, for any reason, they wish to do so.

All instructions given to Old MJ Gleeson in relation to notices and other communications in force immediately prior to the Scheme Effective Date will be, unless and until revoked or varied, deemed as from the Scheme Effective Date to be valid and effective instructions to New MJ Gleeson in relation to the corresponding holdings of New MJ Gleeson Shares.

7. DIVIDEND POLICY

For details of New MJ Gleeson's dividend policy, please see paragraph 7 in Part I of this Prospectus.

The New MJ Gleeson Shares will be issued credited as fully paid and will rank pari passu in all respects with each other and will rank in full for all dividends and other distributions thereafter declared, made or paid in respect of the New MJ Gleeson Shares.

8. TIMETABLE

Please refer to the section of this Prospectus headed 'Expected Timetable of Principal Events'.

9. THE GROUP EMPLOYEE SHARE PLANS

Details of proposals to be made to holders of awards granted under the Old MJ Gleeson Employee Share Plans as a result of the Scheme are set out in paragraph 12.1 of Part VII of this Prospectus. Details of the New MJ Gleeson Employee Share Plans expected to be adopted by New MJ Gleeson, subject to the approval of such adoption by the Old MJ Gleeson Shareholders at the General Meeting and the Scheme becoming effective, are set out in paragraph 12.2 of Part VII of this document.

10. GROUP PENSIONS

The Group operates a Company Stakeholder Pension Plan with Prudential (the "Plan"). The Plan is a money purchase pension plan to which the Group contributes a percentage of salary. The Scheme will not have any impact on the pension contributions made to the Plan or contributions in respect of employees to be made following the implementation of the Scheme.

11. OVERSEAS SHAREHOLDERS

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Scheme. Overseas Shareholders should inform themselves about and observe all applicable legal requirements. It is the responsibility of any person into whose possession this Prospectus comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of New MJ Gleeson shares following the Scheme becoming effective, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

If, in respect of any Overseas Shareholder, New MJ Gleeson is advised that the allotment and issue of New MJ Gleeson Shares would or might infringe the laws of any jurisdiction outside the United Kingdom, or would or might require New MJ Gleeson to obtain any governmental or other consent or effect any registration, filing or other formality, New MJ Gleeson may determine that no New MJ Gleeson Shares shall be allotted and issued to such shareholder but instead those New MJ Gleeson Shares shall be allotted and issued to a nominee appointed by New MJ Gleeson as trustee for such shareholder, on terms that they shall be sold on behalf of such shareholder as soon as reasonably practicable after the Scheme becomes effective, with the net proceeds of sale being remitted to the Overseas Shareholder concerned at the risk of such shareholder. Alternatively, New MJ Gleeson may determine that the New MJ Gleeson Shares shall be issued to that Overseas Shareholder and sold, with the net proceeds of sale being remitted to the Overseas Shareholder at the Overseas Shareholder's risk.

This Prospectus has been prepared for the purposes of complying with English law and the Prospectus Rules and the information disclosed may not be the same as that which would have been disclosed if this Prospectus had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

THIS PROSPECTUS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE, SUBSCRIPTION, PURCHASE, EXCHANGE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS PROSPECTUS IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas Shareholders should consult their own independent legal, financial and tax advisers with respect to the legal, financial and tax consequences of the Scheme in their particular circumstances.

PART VI

TAXATION

The following section is a summary guide only to certain aspects of tax in the UK. This is not a complete analysis of the potential tax effects of the Proposals nor will it relate to the specific tax position of all New MJ Gleeson Shareholders in all jurisdictions. This summary does not purport to be a legal opinion. New MJ Gleeson Shareholders are advised to consult their own tax advisers as to the effects of the Proposals in their own jurisdictions.

This summary assumes the Proposals (including but not limited to the New MJ Gleeson Capital Reduction and the Reorganisation) have been effected in full, and that New MJ Gleeson will be treated as tax resident in the UK. New MJ Gleeson Shareholders should note that the New MJ Gleeson Capital Reduction requires the sanction of the Court, which sanction is expected to be sought on 21 January 2015.

1. UK TAXATION

The following summary is intended as a general guide only and relates only to certain limited aspects of UK tax consequences of the Scheme for Old MJ Gleeson Shareholders and of holding and disposing of New MJ Gleeson Shares. It is based on current UK tax law and the current practice of HMRC, both of which are subject to change, possibly with retrospective effect. The summary applies only to Old MJ Gleeson Shareholders who are resident and, if individuals, ordinarily resident and domiciled in the UK for taxation purposes, who hold their Old MJ Gleeson Shares and New MJ Gleeson Shares as an investment (other than under a personal equity plan or an individual savings account), who are the absolute beneficial owners of their Old MJ Gleeson Shares and their New MJ Gleeson Shares, who have not (and are not deemed to have) acquired their Old MJ Gleeson Shares and their New MJ Gleeson Shares by virtue of an office or employment (whether current, historic or prospective) and are not officers or employees of any member of the Group. In addition, these comments may not apply to certain classes of New MJ Gleeson Shareholders such as dealers in securities, collective investment schemes and insurance companies.

If you are in any doubt about your tax position, you should consult your own professional adviser without delay.

1.1 UK tax consequences of the cancellation of Old MJ Gleeson Shares and issue of New MJ Gleeson Shares

Capital gains tax and corporation tax on chargeable gains ("CGT")

For the purposes of UK CGT, the cancellation of the Old MJ Gleeson Shares and the issue of New MJ Gleeson Shares should be treated as a scheme of reconstruction. UK resident Old MJ Gleeson Shareholders who do not hold (either alone or together with connected persons) more than 5 per cent. of, or of any class of, shares in or debentures of Old MJ Gleeson should obtain rollover relief in respect of the cancellation of Old MJ Gleeson Shares and the issue to them of the New MJ Gleeson Shares. This means that the New MJ Gleeson Shares issued to a Shareholder should be treated as the same asset, and as having been acquired at the same time and for the same consideration, as his Old MJ Gleeson Shares from which they are derived.

Old MJ Gleeson Shareholders who hold (alone, or together with connected persons) more than 5 per cent. of, or of any class of, shares in or debentures of Old MJ Gleeson will be eligible for the above treatment only if the Scheme is effected for bona fide commercial reasons and does not form part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of a liability to capital gains tax or corporation tax. If these conditions are not met, then such an Old MJ Gleeson Shareholder will be treated as receiving New MJ Gleeson Shares in consideration for the cancellation of his Old MJ Gleeson Shares and as having made a disposal of his Old MJ Gleeson Shares which may, depending on individual circumstances, give rise to a chargeable gain or allowable loss for CGT purposes. Application was made to HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 to request confirmation that, based on the particulars of the Scheme that is to be affected, these conditions will be met. This confirmation has now been obtained.

New MJ Gleeson Capital Reduction

The New MJ Gleeson Capital Reduction should not have any UK tax consequences for New MJ Gleeson Shareholders. It should be treated as a reorganisation of the share capital of New MJ Gleeson and, accordingly, will not result in a disposal by any New MJ Gleeson Shareholders of any of their New MJ Gleeson Shares.

UK stamp duty and stamp duty reserve tax ("SDRT") consequences of the Scheme

No stamp duty or SDRT will be payable by Old MJ Gleeson Shareholders as a result of the cancellation of Old MJ Gleeson Shares and issue of New MJ Gleeson Shares under the Scheme.

1.2 UK taxation consequences of disposing of New MJ Gleeson Shares in the future

A disposal of New MJ Gleeson Shares by a UK tax resident New MJ Gleeson Shareholder may, depending on individual circumstances, give rise to a chargeable gain or allowable loss for UK tax purposes.

A disposal of New MJ Gleeson Shares by a New MJ Gleeson Shareholder who is not resident in the UK for tax purposes but who carries on a trade, profession or vocation in the UK through a branch, agency or permanent establishment and has used, held or acquired the New MJ Gleeson Shares for the purposes of such trade, profession or vocation or such branch, agency or permanent establishment may, depending on individual circumstances, give rise to a chargeable gain or allowable loss for UK tax purposes.

A New MJ Gleeson Shareholder who is an individual and who is temporarily non-resident in the UK for a period of less than five complete tax years may, under anti-avoidance legislation, still be liable to UK taxation on their return to the UK on a chargeable gain realised on the disposal or part disposal of New MJ Gleeson Shares during the period when he is non-resident.

For corporate shareholders only, indexation allowance on the relevant proportion of the original allowable cost should be taken into account for the purposes of calculating a chargeable gain (but not an allowable loss) arising on a disposal or part disposal of its New MJ Gleeson Shares.

1.3 UK taxation of dividends

Under current UK tax legislation, New MJ Gleeson is not required to withhold tax at source from dividend payments it makes to New MJ Gleeson shareholders.

(a) Individual New MJ Gleeson Shareholders

Dividends paid out of reserves created by way of the New MJ Gleeson Capital Reduction should comprise dividends for UK tax purposes and for UK resident individual New MJ Gleeson shareholders these dividends should be subject to income tax.

A New MJ Gleeson Shareholder who is an individual resident in the UK for tax purposes will be entitled to a tax credit equal to one-ninth of the dividend received from New MJ Gleeson.

The tax credit will be treated as discharging the individual's liability to UK income tax in respect of the gross dividend, unless and except to the extent that the gross dividend falls above the threshold for the higher rate of income tax, in which case the individual will, to that extent, pay UK income tax on the gross dividend at the dividend upper rate of 32.5 per cent. less the related tax credit. So, for example, a dividend of £80 will carry a tax credit of £8.89 and the UK income tax payable on the dividend by an individual liable to income tax at the higher rate would be 32.5 per cent. of £88.89, namely £28.89, less the tax credit of £8.89, leaving a net tax charge of £20.

To the extent the gross dividend falls above the individual's threshold for the additional rate of income tax (45 per cent. rate), the individual will pay UK income tax on the gross dividend at the new 37.5 per cent. dividend additional rate less the related tax credit. In this situation, a dividend of £80 will continue to carry a tax credit of £8.89 and the UK income tax payable on the dividend by an individual liable to income tax rate at the additional rate would be 37.5 per cent., of £88.89, namely £33.33, less the tax credit of £8.89, leaving a net tax charge of £24.44.

(b) Corporate New MJ Gleeson Shareholders

Distributions received by a New MJ Gleeson Shareholder within the charge to UK corporation tax are subject to the dividend exemption rules in Part 9A Corporation Tax Act 2009. Under the dividend exemption rules, any such New MJ Gleeson Shareholder should generally not be subject to corporation tax on dividends paid by New MJ Gleeson, including those dividends paid out of the reserves created by way of the New MJ Gleeson Capital Reduction (see paragraph 5 of Part V).

If you are in any doubt about your tax position, you should consult your own professional adviser without delay.

1.4 Transactions in securities

Old MJ Gleeson Shareholders should note that Old MJ Gleeson has been advised that Old MJ Gleeson Shareholders should not suffer a counter-acting tax assessment under the 'transactions in securities' rules under section 733 of the Corporation Tax Act 2010 in relation to corporation taxpayers and the provisions of Chapter I, Part 13 of the Income Tax Act 2007 in relation to income taxpayers by reference to the Scheme. However, no clearance has been sought from HMRC to the effect that the provisions of section 733 of the Corporation Tax Act 2010 and Chapter I, Part 13 of the Income Tax Act 2007 will not be applied.

1.5 UK stamp duty and SDRT on transfers of New MJ Gleeson Shares

The statements in this paragraph summarise the current position on stamp duty and SDRT and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries and certain categories of person may be liable to stamp duty or SDRT at higher rates.

Subject to an exemption for certain low value transactions, any subsequent conveyance or transfer on sale of New MJ Gleeson Shares held in certificated form will be subject to stamp duty at the rate of 0.5 per cent. of the amount or value of the consideration given for the transaction (rounded up to the next multiple of £5).

A charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration given will also arise on an unconditional agreement to transfer such shares, although that liability, including any interest (but not penalties), will be cancelled and any SDRT already paid will be repaid if, within six years of the SDRT liability arising, a transfer is executed pursuant to the agreement and stamp duty is duly paid on that transfer.

Where New MJ Gleeson Shares are held in uncertificated form within CREST, a paperless transfer of shares within CREST will generally be subject to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration given. CREST is obliged to collect and account for SDRT to HMRC on relevant transactions settled within the system, such SDRT generally being payable by the transferee or purchaser. Special rules apply in connection with clearance services and depositary receipts systems.

1.6 Individual Savings Accounts (NISAs) and Personal Equity Plans (PEPs)

New MJ Gleeson Shares will be eligible to be held in the stocks and shares component of a NISA once they are admitted to the Official List.

1.7 Inheritance Tax

Business Property Relief

Shares in holding companies of trading groups such as New MJ Gleeson potentially qualify for business property relief which gives up to 50 per cent. exemption from inheritance tax. For this relief to apply, the investor must control the company and it is therefore unlikely that this relief would apply to any investor.

Under current UK tax legislation, New MJ Gleeson is not required to withhold tax at source from dividend payments it makes to New MJ Gleeson shareholders.

PART VII

ADDITIONAL INFORMATION

1. RESPONSIBILITY

The Company and the Directors (whose names are set out in Part IV of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. NEW MJ GLEESON CORPORATE DETAILS

• 2.1 New MJ Gleeson was incorporated and registered in England and Wales on 16 October 2014 as a public company limited by shares under the name MJ Gleeson PLC with registered number 09268016.
• 2.2 The principal legislation under which New MJ Gleeson operates, and under which the New MJ Gleeson Shares will be issued, are the Companies Act and regulations made thereunder. The New MJ Gleeson Shares are in registered form and capable of being held in uncertificated form in CREST. Where New MJ Gleeson Shares are held in certificated form, share certificates will be sent to registered members by post. The ISIN of the New MJ Gleeson Shares will be GB00BRKD9Z53.
• 2.3 The registered office of New MJ Gleeson is at Sentinel House, Harvest Crescent, Ancells Business Park, Fleet, Hampshire, GU51 2UZ, United Kingdom. The telephone number is +44 (0)1252 360300. The principal place of business of New MJ Gleeson is the United Kingdom. The head office of New MJ Gleeson is 6 Europa Court, Sheffield Business Park, Sheffield S9 1XE, United Kingdom.
• 2.4 New MJ Gleeson has not traded nor prepared any accounts since its incorporation. KPMG LLP, whose address is 1 The Embankment, Neville Street, Leeds, LS1 4DW, United Kingdom, are the auditors of New MJ Gleeson and will be the only auditors of New MJ Gleeson since its incorporation. KPMG LLP is a member of the Institute of Chartered Accountants in England and Wales.
• 2.5 Implementation of the Scheme will result in New MJ Gleeson becoming the new parent company of the Group. Shares in Old MJ Gleeson, the current parent company of the Group, will be removed from trading on the main market of the London Stock Exchange and their admission to the premium listing segment of the Official List will be cancelled. It is expected that New MJ Gleeson Shares will be admitted to the premium listing segment of the Official List in accordance with the Listing Rules and New MJ Gleeson Shares admitted to trading on the London Stock Exchange's main market for listed securities, on 19 December 2014. Implementation of the Scheme will not result in a change to the business of the Group.

3. SHARE CAPITAL OF NEW MJ GLEESON

• 3.1 On incorporation, the issued share capital of New MJ Gleeson was £50,002 represented by 2 ordinary shares of £1.00 each which were issued fully paid (the "Ordinary Subscriber Shares") and 50,000 redeemable non-voting preference shares of £1.00 each which were issued fully paid (the "New MJ Gleeson Redeemable Shares").
• 3.2 As at the date of this document, the issued share capital of New MJ Gleeson is as stated in paragraph 3.1 above.
• 3.3 Under the Scheme, on the Scheme Effective Date, New MJ Gleeson will issue 53,697,480 ordinary shares, credited as fully paid, to New MJ Gleeson Shareholders on the basis of one New MJ Gleeson Share for each Old MJ Gleeson Share held at the Scheme Record Time, and the issued share capital of New MJ Gleeson will be (assuming that no options or awards granted under Old MJ Gleeson Employee Share Plans are exercised between the date of this Prospectus and the Scheme Effective Date):

	Aggregate
	Nominal	Nominal
	Value (£)	Number
Ordinary shares of 146 pence each	78,398,320.80	53,697,480
New MJ Gleeson Redeemable Shares of £1.00 each	50,000	50,000
Ordinary Subscriber Shares of £1.00 each	2	2

Immediately following the Scheme becoming effective, the holders of the Ordinary Subscriber Shares will gift such shares to a nominee of New MJ Gleeson, following which such shares will be cancelled pursuant to section 662(1)(d) and section 662(2) of the Companies Act, such cancellation to be effective prior to Admission.

The New MJ Gleeson Redeemable Shares were issued for the purpose of satisfying the Companies Act minimum share capital requirements for public companies. Subject to the Companies Act, the New MJ Gleeson Redeemable Shares are redeemable at their nominal value at the option of New MJ Gleeson or the holder. The Directors of New MJ Gleeson intend that following the Scheme Effective Date, the cash dividend and the Dividend in Specie and prior to the New MJ Gleeson Capital Reduction becoming effective, the New MJ Gleeson Redeemable Shares will be redeemed by New MJ Gleeson at their nominal value and automatically cancelled.

Following Admission and the New MJ Gleeson Capital Reduction, the issued share capital of New MJ Gleeson will be (assuming that no options or awards granted under New MJ Gleeson Employee Share Plans are exercised between the date of this Prospectus and the date of the New MJ Gleeson Capital Reduction):

	Aggregate
	Nominal	Nominal
	Value (£)	Number
Ordinary shares of 2 pence each	1,073,949.60	53,697,480

The New MJ Gleeson Redeemable Shares carry no rights to receive any of the profits of New MJ Gleeson available for distribution by way of dividend or otherwise. Subject to the provisions of the Companies Acts (as defined in the New MJ Gleeson Articles), New MJ Gleeson may redeem the New MJ Gleeson Redeemable Shares at their nominal amount at any time specified by either the Directors or the holders of the New MJ Gleeson Redeemable Shares, provided that New MJ Gleeson Redeemable Shares are redeemed no later than 19 December 2015. On the redemption of any New MJ Gleeson Redeemable Shares such New MJ Gleeson Redeemable Shares shall be cancelled. The holders of the New MJ Gleeson Redeemable Shares shall not be entitled to receive notice of or attend and vote at any general meeting of New MJ Gleeson unless a resolution is to be proposed: (i) to wind up New MJ Gleeson; or (ii) which varies, modifies, alters or abrogates any of the rights attaching to the New MJ Gleeson Redeemable Shares. If there is a return of capital on winding-up or otherwise, the assets of New MJ Gleeson available for distribution among the members shall be applied first in repaying in full the holder of the New MJ Gleeson Redeemable Shares the amount paid up on such shares, and except as provided above, the New MJ Gleeson Redeemable Shares shall not carry any right to participate in profits or assets of New MJ Gleeson.

The Company does not hold any shares in treasury. No New MJ Gleeson Shares will be issued otherwise than fully paid.

Each New MJ Gleeson Share will have the same rights and restrictions as each Old MJ Gleeson Share.

• 3.4 Resolutions to the following effect were passed on 13 November 2014:
• 3.4.1 that the Company adopt the New MJ Gleeson Articles in substitution for, and to the exclusion of the articles of association adopted on incorporation;
• 3.4.2 that the directors of the Company be and are authorised (in accordance with section 551 of the Companies Act and Article 8 of the New MJ Gleeson Articles) to exercise all the powers of the Company to allot shares (as defined in section 540 of the Companies Act) up to an aggregate nominal amount of £86,238,153 (the "Section 551 Amount" for the purposes of the

New MJ Gleeson Articles) for the purposes of a scheme of arrangement proposed to be made under Part 26 of the Companies Act between Old MJ Gleeson and holders of ordinary shares in the capital of Old MJ Gleeson, for a period commencing on the date of the passing of this resolution and ending at the conclusion of the Company's annual general meeting in 2015 or on 31 December 2015, whichever is the earlier (unless previously revoked or varied by the Company in general meeting);

• 3.4.3 that subject to and conditional upon:
• (i) the Scheme having become effective;
• (ii) the ordinary shares of 146 pence each in the capital of the Company required to be allotted and issued by the Company pursuant to the Scheme having been allotted and issued and registered in the names of the persons entitled to such shares in the Company's register of members; and
• (iii) the Old MJ Gleeson Shareholders approving the New MJ Gleeson Capital Reduction as one of the special resolutions to be proposed at the General Meeting,

the issued share capital of the Company be reduced by cancelling and extinguishing paid up share capital to the extent of 144 pence on each ordinary share of 146 pence each of the Company, thereby reducing the nominal value of each such ordinary share from 146 pence to 2 pence;

• 3.4.4 that in addition to all existing unexercised authorities and powers and subject to and conditional upon the Scheme becoming effective, the directors of the Company be and are generally and unconditionally authorised (in accordance with section 551 of the Companies Act and Article 8 of the New MJ Gleeson Articles) to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £26,132,773 (and, following the New MJ Gleeson Capital Reduction, £357,980) (being together with the amount in paragraph 3.4.2 the "Section 551 Amount" for the purposes of such Article 8) for a period ending at the conclusion of the next annual general meeting or on 31 December 2015 whichever is earlier (unless previously revoked or varied by the Company in general meeting) (the "prescribed period" for the purposes of such Article 8);
• 3.4.5 that subject to and conditional on the Scheme becoming effective, and subject to the passing of the resolution in paragraph 3.4.4 above, the directors of the Company be and are generally and unconditionally empowered (pursuant to section 570 of the Companies Act and in accordance with Article 8 of the New MJ Gleeson Articles) to allot equity securities (within the meaning of section 560(1) of the Companies Act) for cash pursuant to the authority granted by, and during the "prescribed period" referred to in paragraph 3.4.4 as if section 561(1) of the Companies Act did not apply to such allotment provided that this power be limited to the allotment of equity securities:
• (i) in connection with a pre-emptive issue (as defined in such Article 8); and
• (ii) otherwise than pursuant to paragraph 3.4.5(i), up to an aggregate nominal amount of £3,919,916 (and, following the New MJ Gleeson Capital Reduction, £53,697) (the "Section 561 Amount" for the purposes of such Article 8);
• 3.4.6 that subject to and conditional upon the Scheme becoming effective, the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make one or more market purchases (within the meaning of section 693(4) of the Companies Act) on the London Stock Exchange of any of its own ordinary shares provided that:
• (i) the maximum aggregate nominal value of the ordinary shares which may be purchased is £7,839,832 (and, following the New MJ Gleeson Capital Reduction, £107,395);
• (ii) the minimum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to the nominal value of each ordinary share;

• (iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to the higher of:

• (A) 5 per cent. above the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is contracted to be purchased; and

• (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
• (iv) unless previously varied or revoked, this authority shall expire on the earlier of:
• (a) the conclusion of the next annual general meeting of the Company;
• (b) the date 15 months from the date of the passing of this resolution; and
• (v) the Company may make a contract or contracts to purchase its own ordinary shares under this authority before the expiry of such authority which will or may be executed by the Directors wholly or partly after the expiry date of such authority, and may make a purchase of its own ordinary shares in pursuance of any such contract or contracts;
• 3.4.7 that the directors be authorised to adjust the nominal value of the ordinary shares to be issued pursuant to the Scheme to a lesser amount than 146 pence;
• 3.4.8 that the directors be authorised to call general meetings of the Company other than annual general meetings on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting after the passing of this resolution;
• 3.4.9 that subject to and conditional upon the Scheme becoming effective, and subject to and conditional upon the Old MJ Gleeson Shareholders approving their adoption by the Company at the General Meeting, the New MJ Gleeson Employee Share Plans be approved and adopted by the Company and the Company's directors or a committee thereof be authorised to do all such acts and things as they may consider necessary or desirable to carry such New MJ Gleeson Employee Share Plans into effect; and
• 3.4.10that the Company's directors' remuneration policy be approved.
• 3.5 The provisions of section 561 of the Act (which, to the extent not disapplied pursuant to section 570 of the Act, confer on New MJ Gleeson Shareholders rights of pre-emption in respect of the allotment or sale of equity securities for cash) shall apply to any unissued share capital of New MJ Gleeson, except to the extent disapplied by the resolutions referred to above.
• 3.6 Save as disclosed in this paragraph 3, since the date of its incorporation (i) there has been no alteration in the share capital of the Company, (ii) no share or loan capital of the Company has been issued or agreed to be issued, or is now proposed to be issued for cash or any other consideration and (iii) no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option.

4. SHARE CAPITAL OF OLD MJ GLEESON

Pursuant to the provisions of the Companies Act, Old MJ Gleeson does not have an authorised share capital. As at 14 November 2014, being the latest practicable date prior to the publication of this Prospectus, the issued share capital of Old MJ Gleeson is 53,697,481 and, assuming no awards under the Old MJ Gleeson Performance Share Plans vest and no Old MJ Gleeson Shares are acquired under the Old MJ Gleeson Share Incentive Plan between that date and the Scheme Effective Date, upon implementation of the Scheme the issued share capital of Old MJ Gleeson is expected to be, as follows:

Issued and fully paid Aggregate Nominal Class Number Value £

Existing Old MJ Gleeson Shares of 2 pence 53,697,481 1,073,949.62

5. SUMMARY OF THE NEW MJ GLEESON ARTICLES

Copies of the Old MJ Gleeson Articles and the New MJ Gleeson Articles are available for inspection as described in paragraph 27 of this Part VII.

The New MJ Gleeson Articles adopted on 13 November 2014 (and which include minor amendments to the New MJ Gleeson articles of association as of the date of its incorporation and as described in the Scheme Circular) include provisions to the following effect:

5.1 Share rights general

Subject to the provisions of the Companies Acts (as defined in the New MJ Gleeson Articles, with such definition applying to the remainder of paragraph 5 of this Part VII), and without prejudice to any rights attached to any shares or class of shares, any share in New MJ Gleeson may be issued with or have attached thereto such preferred, deferred, qualified or other rights or such restrictions as New MJ Gleeson may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.

For so long as the Company has two classes of ordinary shares, those two classes shall have the same rights and reference to ordinary share or ordinary shares in the New MJ Gleeson Articles shall be a reference to both classes of ordinary share. The rights and restrictions attached to the ordinary shares of New MJ Gleeson, which rank equally, shall be as follows:

• (A) the holders of the ordinary shares shall be entitled to receive notice of and attend, speak and vote at any general meeting of New MJ Gleeson in accordance with the New MJ Gleeson Articles and each ordinary share shall carry one vote per share;
• (B) the ordinary shares shall have rights to receive any of the profits of New MJ Gleeson available for distribution by way of dividend or otherwise;
• (C) if there is a return of capital on winding-up or otherwise, the assets of New MJ Gleeson available for distribution among the members shall be applied first in repaying in full the holder of the redeemable non-voting preference shares the amount paid up on such shares; second in repaying in full to the holders of the ordinary shares the amount paid up on such shares; and thereafter the holders of the ordinary shares shall be entitled to participate in the profits and assets of New MJ Gleeson equally; and
• (D) the ordinary shares are non-redeemable.

5.1.1 Voting rights

• 1. Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a show of hands:
• (A) every member who is present in person (or, in the case of a corporate member, present by a duly authorised representative) shall have one vote;
• (B) subject to paragraph (C), every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote; and
• (C) a proxy has one vote for and one vote against the resolution if:
  • (1) the proxy has been duly appointed by more than one member entitled to vote on the resolution; and
  • (2) the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it.

For the purposes of this paragraph, if a duly appointed proxy has received instructions from a shareholder to vote either for or against a resolution, that proxy will not be restricted from casting a second vote the other way under any discretionary voting authority he has been given by another shareholder.

• 1. Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a poll every member who is present in person or by proxy or by corporate representative has one vote for every share of which he is the holder.
• 1. In the case of joint holders of a share, 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. For this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.
• 1. A member in respect of whom an order has been made by any court or other authority having jurisdiction (anywhere in the world) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for that purpose appointed by any such court or other authority or pursuant to any such law. Such receiver, curator bonis or other person may vote by proxy, and may otherwise act and be treated as such member for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Registered Office (as defined in the New MJ Gleeson Articles, with such definition applying for the rest of this paragraph (5) (or at such other place in the United Kingdom as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which it is desired to vote.
• 1. No member shall, unless the Board otherwise determines, be entitled to be present or to vote, either personally or by proxy or by corporate representative, or to be counted in a quorum, at any general meeting unless all calls or other sums presently payable by him in respect of shares in New MJ Gleeson have been paid.
• 1. For the purposes of determining which persons are entitled to attend and vote at general meetings (or at a separate general meeting of the holders of any class of shares), and how many votes such persons may cast, New MJ Gleeson must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register of members of New MJ Gleeson in order to have the right to attend and vote at the meeting. In calculating this period, no account shall be taken of any part of a day that is not a working day. Changes to the register of members of New MJ Gleeson after the time so specified shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. If (i) any objection shall be raised to the qualification of any voter; or (ii) any votes have been counted that ought not to have been counted or that might have been rejected; or (iii) any votes are not counted that ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection raised or error pointed out in time shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.
• 1. New MJ Gleeson shall not be bound to enquire whether any proxy or corporate representative has voted in accordance with the instructions given to him by the Member he represents and if a proxy or corporate representative does not vote in accordance with the instructions of the member he represents, the vote or votes cast shall nevertheless be valid for all purposes.
• 1. On a poll, votes may be given either personally or by proxy or (in the case of a corporate member) a duly authorised representative. A person entitled to more than one vote on a poll need not, if he votes, use all his votes or cast all the votes he uses in the same way.

• A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of New MJ Gleeson. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the appointing member. A proxy need not be a member.

5.1.2 Variation of rights

Subject to the provisions of the Companies Acts, all or any of the rights for the time being attached to any class of shares may (whether or not New MJ Gleeson is being wound up) be varied or abrogated either with the consent in writing of the holders of not less than threequarters in nominal value of the issued shares of that 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 shares of that class.

All the provisions of the New MJ Gleeson's Articles as to general meetings shall apply with any necessary changes to a separate general meeting of the holders of any class of share (including the proceedings thereat) of New MJ Gleeson, but so that (i) the necessary quorum shall be two persons present holding or representing by proxy or representative (in the case of corporate members) not less than one-third in nominal value of the issued shares of the class in question (excluding any treasury shares); (ii) that any holder of shares of the class in question who is present in person or by proxy or representative (in the case of corporate members) may demand a poll; and (iii) that at any adjourned meeting the quorum shall be one person present in person or by proxy or representative (in the case of corporate members) (whatever the number of shares held by him).

The rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to, or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.

5.1.3 Authority to Allot Shares

• (1) Subject to the provisions of the Companies Acts and the New MJ Gleeson Articles and any authorising resolutions of New MJ Gleeson which are for the time being in force, the shares of New MJ Gleeson shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and upon such terms and conditions as the Board may determine.
• (2) (a) The Board is generally and unconditionally authorised pursuant to section 551 of the Companies Act to exercise for each prescribed period all the powers of New MJ Gleeson to allot shares in New MJ Gleeson or to grant rights to subscribe for or to convert any security into shares in New MJ Gleeson up to an aggregate nominal amount equal to the Section 551 Amount.
• (b) The Board shall be empowered during each prescribed period to allot equity securities (as defined in section 560(1) of the Companies Act) wholly for cash in accordance with the said authority and independently of such authority to sell treasury shares (within the meaning of section 724(5) of the Companies Act) wholly for cash as if section 561(1) of the Companies Act did not apply to such allotment or sale provided that such powers shall be limited to the allotment or sale of equity securities:
  • (i) in connection with a pre-emptive issue; and
  • (ii) otherwise than in connection with a pre-emptive issue, up to an aggregate nominal amount equal to the section 561 Amount.
• (3) For the purposes of paragraph 5.1.3:
• ● "pre-emptive issue" means an offer of equity securities (whether by way of rights issue, open offer or other pre-emptive basis) which is open for acceptance for a period fixed by the Board to holders of equity securities on the register of members of New MJ Gleeson on a date fixed by the Board in proportion (as

nearly as may be) to their respective holdings of those securities (or which would be held by them if other shares or securities held by them are deemed to have been converted into equity securities in calculating the extent of their holdings or in accordance with the rights attached thereto) but subject to such exclusions or other arrangements as the Board considers necessary or expedient to deal with fractional entitlements; or directions from any holders of shares to deal in some other manner with their respective entitlements; or legal, regulatory or practical problems arising in any overseas territory; or under the laws or requirements of any regulatory body or stock exchange or other authority, in any territory;

• ● "prescribed period" means any period (not exceeding five years on any occasion) for which (i) any authority conferred pursuant to paragraph (2)(a) is conferred or renewed by ordinary or special resolution stating the Section 551 Amount, and (ii) the power conferred pursuant to paragraph (2)(b) is conferred or renewed by special resolution stating the Section 561 Amount;
• ● the "Section 551 Amount" means for any prescribed period the amount stated in the relevant ordinary or special resolution of New MJ Gleeson or any increased amount fixed by ordinary or special resolution;
• ● the "Section 561 Amount" means for any prescribed period the amount stated in the relevant special resolution;
• ● the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of New MJ Gleeson, the nominal amount of such shares which may be allotted pursuant to such rights;
• ● New MJ Gleeson may before the expiry of any prescribed period or before any revocation or amendment of such authority make an offer or agreement which would or might require shares to be allotted or rights to be granted to subscribe for or convert any security into shares or treasury shares to be sold after expiry of the prescribed period or any such revocation or amendment and the Board may allot or grant such rights or sell such shares in pursuance of any such offer or agreement as if the power to do so had not expired or been revoked or varied;
• ● any authority conferred pursuant to paragraph 2(a) shall be capable of revocation or variation by ordinary or special resolution and of renewal by ordinary or special resolution for a period not exceeding five years; and
• ● any power conferred pursuant to paragraph 2(b) shall be capable of revocation or variation by special resolution and of renewal by special resolution for a period not exceeding five years.

5.1.4 Redeemable Shares

Subject to the provisions of the Companies Acts, any shares may be issued on terms that they are, or at the option of New MJ Gleeson or the member are, liable to be redeemed. The Board may determine the terms, conditions and manner of redemption of any such shares provided it does so before the shares are allotted.

The rights and restrictions attached to the 50,000 redeemable non-voting preference shares of £1.00 each, issued at the date of incorporation of New MJ Gleeson, are as follows:

• (A) the redeemable non-voting preference shares shall carry no rights to receive any of the profits of New MJ Gleeson available for distribution by way of dividend or otherwise;
• (B) if there is a return of capital on winding-up or otherwise, the assets of New MJ Gleeson available for distribution among the members shall be applied first in repaying in full the holder of the redeemable non-voting preference shares the amount paid up on such shares;
• (C) except as provided above, the redeemable non-voting preference shares shall not carry any right to participate in profits or assets of New MJ Gleeson;
• (D) subject to the provisions of the Companies Acts, New MJ Gleeson may redeem the redeemable non-voting preference shares at their nominal amount at any time specified

by either the Directors or the holders of the redeemable non-voting preference shares, provided always that if New MJ Gleeson shall at any time be unable in compliance with the provisions of the Companies Acts to redeem the redeemable non-voting preference shares on the date specified by the Directors of New MJ Gleeson or by the holders of the redeemable non-voting preference shares, then New MJ Gleeson shall redeem such shares as soon as it is able to comply with such provisions of the Companies Acts, and provided that the redeemable non-voting preference shares are redeemed no later than 19 December 2015;

• (E) on the redemption of any redeemable non-voting preference shares such redeemable non-voting preference shares shall be cancelled;
• (F) subject to the provisions of the Companies Acts, any notice of redemption served shall specify the date fixed for redemption and upon such date the holders of the redeemable non-voting preference shares shall be bound to present the certificate in respect thereof in order that the same may be cancelled. Upon such delivery New MJ Gleeson shall pay to such holders the amount due to them in respect of such redemption; and
• (G) the holders of the redeemable non-voting preference shares shall not be entitled to receive notice of or attend and vote at any general meeting of New MJ Gleeson unless a resolution is to be proposed:
• (i) to wind up New MJ Gleeson; or
• (ii) which varies, modifies, alters or abrogates any of the rights attaching to the redeemable non-voting preference shares.

5.1.5 Transfer of shares

Subject to such of the restrictions of the New MJ Gleeson Articles as may be applicable, any member may transfer all or any of his shares held in certificated form by an instrument of transfer in the usual or common form or in any other form which the Board may approve.

The instrument of transfer of a share held in a certificated form shall be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members of New MJ Gleeson in respect thereof. All instruments of transfer, when registered, may be retained by New MJ Gleeson.

The transfer of a share in uncertificated form must be made in accordance with and subject to the Uncertificated Securities Regulations (as defined in the New MJ Gleeson Articles) and the facilities and arrangements of the relevant system and in accordance with any arrangements made by the Board pursuant to the New MJ Gleeson Articles.

The Board may, in its absolute discretion, decline to register any transfer of a share in certificated form that is not a fully paid up share or on which New MJ Gleeson has a lien provided that in the case of shares admitted to the Official List of the UK Listing Authority, or AIM, a market operated by London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an open and proper basis.

No transfer of any share shall be made to a bankrupt or person who is mentally disordered or a patient for any purpose of any statute relating to mental health.

The Board may also refuse to register any transfer unless:

• (A) in the case of a share in certificated form, the instrument of transfer, duly stamped, if required, is lodged at the Registered Office (or at such other place as the Board may decide) accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

• (B) in the case of a share in certificated form, the instrument of transfer is in respect of only one class of share;

• (C) in the case of a transfer to joint holders of a share in certificated or uncertificated form, the number of joint holders to whom the share is to be transferred does not exceed four; and

• (D) in the case of a share in uncertificated form, the Uncertificated Securities Regulations do not allow it.

If the Board refuse to register a transfer it shall send to the transferee notice of the refusal together with reasons for the refusal:

• (A) in the case of a share in certificated form, as soon as reasonably practicable but in any event by such time as is the earlier of (1) the time required by the rules of the London Stock Exchange in force for the time being or (2) the expiration of two months after the date upon which the instrument of transfer was lodged; and
• (B) in the case of a share in uncertificated form, as soon as reasonably practicable but in any event within two months of New MJ Gleeson receiving properly authenticated "dematerialised instructions" attributable to Euroclear UK & Ireland Limited (previously named CRESTCo Limited) to update the register of members of New MJ Gleeson to show the transferee as the holder thereof.

No fee shall be charged by New MJ Gleeson for registering any transfer or any document relating to or affecting the title to any share, or otherwise making any entry in the register of members of New MJ Gleeson affecting the title to any share.

5.1.6 Dividends

Subject to the Companies Acts, New MJ Gleeson may by ordinary resolution declare dividends to be paid to the members according to their rights and interests in the profits available for distribution but no dividend shall be declared in excess of the amount recommended by the Board.

The Board may pay such interim dividends as appear to the Board to be justified by the financial position of New MJ Gleeson. The Board may also pay any dividends on any class of shares payable at a fixed rate on dates determined by the Board whenever the financial position of New MJ Gleeson justifies payment. If the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer in consequence of the payment of an interim dividend on any shares having non-preferred, or deferred, rights.

Unless, and to the extent that, the rights attached to any shares, or the terms of issue thereof, otherwise provide all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this paragraph no amount paid up on a share in advance of calls shall be treated as paid up on the share.

New MJ Gleeson may, upon the recommendation of the Board, by ordinary resolution direct that payment of a dividend shall be satisfied in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of any other company) and the Board shall give effect to such resolution.

No dividend or other moneys payable on, or in respect of, a share shall bear interest as against New MJ Gleeson, unless otherwise provided by the rights attaching to the shares.

Any dividend unclaimed after a period of 12 years from the date on which such dividend is payable shall be forfeited and shall revert to New MJ Gleeson. The Board may pay any unclaimed dividend or other moneys payable on or in respect of a share into a separate account but this shall not constitute New MJ Gleeson a trustee in respect of those dividends or monies.

The Board may, with the sanction of an ordinary resolution of New MJ Gleeson, offer members the right to elect to receive shares, credited as fully paid, in instead of cash in respect of all or some part of the dividend specified in the resolution. In those circumstances specific provisions within the New MJ Gleeson Articles apply.

5.1.7 Disclosure of shareholdings

Where a member or any person appearing to be interested in any shares in New MJ Gleeson has been served with a notice under section 793 of the 2006 Act (a "793 Notice") and New MJ Gleeson has not, within the period specified in the 793 Notice, which shall not be less than 14 days from service or deemed service of the notice, (or such further period as the Board may in its discretion allow), received the information required by the 793 Notice in respect of any shares (in this paragraph, the "Relevant Shares") the Board may by notice in writing impose on the registered holder of the Relevant Shares, any or all of the sanctions set out in, and in accordance with, the relevant provisions of the New MJ Gleeson Articles.

5.2 General meetings

The Board shall convene and New MJ Gleeson shall hold general meetings and annual general meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint. Any general meeting of New MJ Gleeson other than an annual general meeting shall be called a general meeting.

The Board may, whenever it thinks fit, and in accordance with the Companies Acts, convene a general meeting and, on the requisition of members under the Companies Acts, shall promptly convene a general meeting in accordance with the Companies Acts and if it shall fail to do so within the time allowed by the Companies Acts, any of the requisitionists may do so. If sufficient Directors are not within the United Kingdom to call a general meeting, any Director or member may call a general meeting.

An annual general meeting shall be called by not less than 21 clear days' notice. Subject to the Companies Act, all other general meetings shall be called by not less than 14 clear day's notice.

5.3 Directors

5.3.1 Appointment and removal of directors

Subject to the New MJ Gleeson Articles, New MJ Gleeson may by ordinary resolution appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Board.

Subject to the New MJ Gleeson Articles, the Board shall have power from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting and shall then be eligible for reappointment but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

New MJ Gleeson may by special resolution, or by ordinary resolution of which special notice has been given in accordance with the provisions of the Companies Acts, remove any Director before the expiration of his period of office and may (subject to the provisions of the New MJ Gleeson Articles) by ordinary resolution appoint another person in his place. Any person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last appointed a Director.

No person other than a Director retiring at the meeting shall, unless recommended by the Board, be appointed a Director at any general meeting unless, not less than 7 and not more than 42 clear days before the day appointed for the meeting, there has been given to New MJ Gleeson notice by some member entitled to attend and vote at the meeting (not being the person to be proposed) of his intention to propose such person for appointment and also notice signed by the person to be proposed of his willingness to be appointed.

5.3.2 Number of directors and shareholding qualification

Unless and until otherwise determined by ordinary resolution of New MJ Gleeson, the number of Directors (disregarding alternate Directors) shall be not less than 2 and not more than 15 in number.

No shareholding qualification for Directors shall be required.

5.3.3 Retirement of directors by rotation

Subject to the provisions of the New MJ Gleeson Articles at every annual general meeting all Directors holding office at the start of business on the day of the notice convening such meeting and who also held office at the time of both of the two immediately preceding annual general meetings and did not retire at either such meeting, shall retire from office.

If the number of Directors due to retire at any annual general meeting by virtue of the paragraph above, when added to the number of other Directors (if any) who wish to retire and not to offer themselves for re-appointment at such meeting, is less than that number which is one third of the total number of the Directors, or if such total number is not divisible by three that number which is nearest to but does not exceed one third (the "Minimum Retirement Number"), then such number of additional Directors shall retire at such meeting as will increase the total number of Directors so retiring to the Minimum Retirement Number. In calculating the total number of the Directors and the Minimum Retirement Number there shall be disregarded any Director who is in any case due to retire at such meeting by virtue of their appointment by the Board (see 'Appointment and removal of directors' section above), who shall retire accordingly. Such additional Directors shall be those who, apart from those otherwise retiring at such meeting, have been longest in office since their last appointment, but as between persons who became or were last appointed Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The Directors to retire on each occasion under this provision (both as to number and identity) shall be determined by the composition of the Board at the start of business on the date of the notice convening the annual general meeting and no such Director shall be required to retire or be relieved from retiring by reason of any change in the number or identity of the Directors after such date but before the close of the meeting.

A Director who retires at an annual general meeting shall be eligible for re-appointment. If he is not appointed, or deemed to have been appointed, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting. There shall be circulated with the notice of a resolution to re-appoint a retiring Director details of any Committees of the Board upon which such Director has previously served.

Subject to the provisions of the New MJ Gleeson Articles, at the meeting at which a Director retires by rotation, New MJ Gleeson may fill the vacated office by appointing a person thereto and in default the retiring Director shall, if willing to continue to act, be deemed to have been reappointed unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the reappointment of such Director shall have been put to the meeting and lost.

5.3.4 Remuneration of directors

The remuneration of the Directors for their services as such (excluding amounts payable under other provisions of the New MJ Gleeson Articles) shall be determined by the Board. Such sum (unless otherwise directed by the resolution of New MJ Gleeson) shall be divided amongst the directors in such proportions and in such manner as the Board may determine or, failing such determination, equally.

5.3.5 Appointment of executive directors

The Board may from time to time appoint one or more of its body to be an Executive Director (as defined in the New MJ Gleeson Articles) for such period (subject to the provisions of the Companies Acts) and upon such terms as the Board may determine and may revoke or terminate any such appointment. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against New MJ Gleeson or New MJ Gleeson may have against such Director for any breach of any contract of service between him and New MJ Gleeson that may be involved in such revocation or termination.

5.3.6 Permitted interests of directors

(1) The Board may, subject to the quorum and voting requirements in the relevant provision of the New MJ Gleeson Articles, authorise any matter which relates to a situation in which a Director (the "relevant Director") has, or can have, a direct or indirect interest which conflicts, or possibly may conflict, with the interests of New MJ Gleeson and which would, if not so authorised or otherwise permitted under the Companies Act or the New MJ Gleeson Articles, result in a breach of duty by the relevant Director under section 175 of the Companies Act (a "Conflict").

Any Director (including the relevant Director) may propose that a Conflict be authorised by the Board. Such proposal and any authorisation given by the Board shall be effected in accordance with the provisions of the New MJ Gleeson Articles.

A Director must disclose to the Board: (i) the nature and extent of any Conflict, including the nature and extent of the interest of the relevant Director; (ii) such additional information known to the relevant Director in relation to the Conflict as is necessary to enable the Board to decide whether or not to authorise the Conflict; and (iii) such additional information known to the relevant Director in relation to the Conflict as the Board may request in connection with the decision of the Board whether or not to authorise the Conflict.

Where the Board authorises a Conflict:

• (1) the relevant Director and any other interested Director will not count towards the quorum nor vote on any resolution giving such authorisation (and if he does vote his vote will not be counted);
• (2) the Board may (in connection with giving the authorisation or subsequently):
• (a) require that the relevant Director is excluded from the receipt of information, participation in discussions (whether at meetings of the Board or otherwise) relating to the Conflict;
• (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict as it may determine; and
• (c) decide that each relevant director may or may not vote or may or may not be counted in the quorum at any future meeting of directors in relating to any resolution relating to the Conflict;

(together "Relevant Terms");

• (3) each relevant Director will be obliged to comply with any Relevant Terms and any failure to comply with Relevant Terms by the relevant Director will, unless such failure is authorised by the Board, result in the cessation of any authorisation by the Board of the Conflict on the Relevant Terms;
• (4) the Board may decide that where the relevant Director obtains or has obtained (in connection with the Conflict and otherwise than through his position as a Director) information that is confidential to a third party, the Director will not be obliged to disclose that information to New MJ Gleeson, or to use or apply the information in relation to the New MJ Gleeson's affairs in circumstances where to do so would be a breach of that confidence;
• (5) the authorisation may extend to any actual or potential Conflict which can reasonably be expected to arise out of the Conflict which has been authorised;

• (6) the Relevant Terms must be recorded in writing and notified to the relevant Director (but the authority will be effective whether or not the Relevant Terms are so recorded and notified); and

• (7) the Board may revoke or vary the authorisation at any time but this will not affect anything done by the relevant Director in accordance with the Relevant Terms prior to such revocation or variation and notice of any such revocation or variation will be given to the relevant Director (but such revocation or variation shall be effective whether or not such notice is given).

• (2) Subject to paragraph (5) below, a Director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with New MJ Gleeson must declare the nature and extent of that interest.
• (3) Subject to paragraph (5) below, a Director who is in any way, directly or indirectly, interested in an existing transaction or arrangement with New MJ Gleeson must declare the nature and extent of that interest save to the extent that the interest has already been declared under paragraph (2).
• (4) A declaration of interest shall be made at a meeting of the Board or by notice in writing to the Directors in accordance with section 184 of the Companies Act or by general notice in accordance with section 185 of the Companies Act.
• (5) A Director need not declare an interest under paragraph (2) or (3) above:
• (a) of which the Director is not aware, or where the Director is not aware of the transaction or arrangement in question, and for this purpose a Director is treated as being aware of matters of which he ought reasonably to be aware;
• (b) to the extent that the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware);
• (c) to the extent that it concerns terms of a service contract that have been or are to be considered by a Board meeting or a Committee of the Directors appointed for the purpose under the New MJ Gleeson Articles;
• (d) to the extent that it has been the subject of authorisation under the relevant provision of the New MJ Gleeson Articles; or
• (e) to the extent that where the relevant matter falls within Chapter 4 of Part 10 of the Companies Act, approval is given under that Chapter or the matter is one as to which it is provided in that Chapter that approval is not needed.
• (6) Subject to the provisions of the Companies Acts and to the relevant provisions of the New MJ Gleeson Articles, a Director or proposed or intending director of New MJ Gleeson shall not be disqualified by such office from contracting with New MJ Gleeson, either with regard to any office or place of profit or employment or as vendor, purchaser or in any other manner whatsoever. A Director shall not, by reason of his office or of the fiduciary relationship established by reason of his being a director, be accountable to New MJ Gleeson for any remuneration, profit or other benefit which he (or any connected person as defined in the relevant provision of the New MJ Gleeson Articles) or any firm with which he is associated) derives from or in connection with any Conflict authorised above or any matter permitted under paragraph (7) below and no such contract, transaction or arrangement shall be liable to be set aside on such grounds.
• (7) Provided that a Director has declared his interest in accordance with and subject to the New MJ Gleeson Articles, and, where relevant, subject to compliance by the Director with the provisions of the Companies Act, notwithstanding his office the Director may:
• (a) be a party to or in any other way, directly or indirectly, interested in any transaction or arrangement to which New MJ Gleeson is a party or in which New MJ Gleeson is interested, directly or indirectly;

• (b) hold any other office or place of profit with New MJ Gleeson (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration, as the Board may decide;

• (c) act by himself or through a firm with which he is associated in a professional capacity for New MJ Gleeson or any other body corporate in which New MJ Gleeson may be interested (otherwise than as auditor) and if acting for New MJ Gleeson, he or his firms shall be entitled to remuneration for professional services as if he were not a director;

• (d) be or become a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate promoted by New MJ Gleeson or in which New MJ Gleeson may be interested or as regards which it has any power of appointment; and
• (e) be or become a director or other officer of any body corporate in which New MJ Gleeson does not have a direct or indirect interest in circumstances where his being or becoming a director or other officer of such body corporate cannot reasonably be regarded as giving rise to a conflict of interest at the time of or during his appointment as such a director or other officer.
• (8) Without prejudice to any other provision of the New MJ Gleeson Articles, a Director shall not be counted in the quorum nor vote on any resolution of the Board in respect of any matter in which he is directly or indirectly interested (and if he does vote his vote will not be counted). Subject to the provisions of the Companies Acts and the New MJ Gleeson Articles, this prohibition shall not apply to the following matters:
• (1) a matter where his interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
• (2) a matter to the extent that it has been authorised under the New MJ Gleeson Articles as above; or
• (3) a matter where the interest arises only from one or more of a number of specific circumstances outlined within the New MJ Gleeson Articles.
• (9) A Director shall not be counted in the quorum nor vote (and if he does vote his vote will not be counted) on any resolution of the Board concerning his own appointment (including the terms thereof) or removal as the holder of any office or place of profit with New MJ Gleeson or any other body corporate in which New MJ Gleeson is interested.
• (10) Where arrangements are under consideration by the Board concerning the appointment (including the terms thereof) or removal of two or more Directors to offices or places of profit with New MJ Gleeson or any other body corporate in which New MJ Gleeson is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to be counted in the quorum and to vote in respect of each resolution except that concerning his own appointment and except (in the case of an office or place of profit with any such other body corporate as aforesaid) where the other body corporate is a body corporate in which the Director owns one per cent. or more within the meaning of the relevant provision of the New MJ Gleeson Articles.
• (11) If any question shall arise at any meeting of the Board as to the interest of a Director or as to the entitlement of any Director to be counted in the quorum or to vote and such question is not resolved by the Director voluntarily agreeing to abstain from voting and not to be counted in the quorum, such question shall be decided by a resolution of the Board (for which purpose the Director shall not be counted in the quorum and shall not vote thereon and, if he does vote, his vote will not be counted) and such resolution shall be final and conclusive.
• (12) Subject to the provisions of the Companies Acts New MJ Gleeson may by ordinary resolution suspend or relax the relevant provisions of the New MJ Gleeson Articles relating to Director's interests to any extent or ratify any matter not properly authorised by reason of a contravention of the article of the New MJ Gleeson Articles relating to Director's interests.

5.4 Indemnity of officers

Subject to the Companies Acts, but without prejudice to any indemnity to which any person referred to in this section may otherwise be entitled, New MJ Gleeson may indemnify a relevant director or other officer (excluding any auditor) of New MJ Gleeson or of an associated company out of the New MJ Gleeson's assets against:

• (A) any liability incurred by such a person in connection with any negligence, default, breach of duty or breach of trust or otherwise in relation to New MJ Gleeson or an associated company;
• (B) any liability incurred by such a person in connection with the activities of New MJ Gleeson or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act); and
• (C) any other liability incurred by such a person as an officer of New MJ Gleeson or of an associated company.

Subject to the Companies Acts, New MJ Gleeson may provide any relevant director or other officer (excluding any auditor) of New MJ Gleeson or of an associated company with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application relating to a liability referred to above and otherwise may take any action to enable any such person to avoid incurring such expenditure. Definitions regarding when companies are associated and the meaning of 'relevant director' are contained in the New MJ Gleeson Articles.

5.5 Borrowing Powers

• 5.5.1 Subject to paragraph 5.5.2 and to the provisions of the Companies Acts the Board may exercise all the powers of New MJ Gleeson to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of New MJ Gleeson and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of New MJ Gleeson or of any third party.
• 5.5.2 The Board shall restrict the borrowings of New MJ Gleeson and exercise all voting and other rights or powers of control exercisable by New MJ Gleeson in relation to its subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of such rights or powers of control the Board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Group (defined as New MJ Gleeson and its subsidiary undertakings (if any) and a member of the Group shall mean New MJ Gleeson and each of such undertakings) exclusive of borrowings owing by one member of the Group to another member of the Group, other than amounts to be taken into account under specific provisions of the New MJ Gleeson Articles, shall not, without the previous sanction of an ordinary resolution of New MJ Gleeson, at any time exceed an amount equal to 5 times the Adjusted Capital and Reserves (as defined in the New MJ Gleeson Articles).

6. CITY CODE ON TAKEOVERS AND MERGERS

6.1 Mandatory bids

The Takeover Code will apply to New MJ Gleeson as it currently does to Old MJ Gleeson. Under the Takeover Code, if an acquisition of an interest in New MJ Gleeson Shares were to increase the aggregate holding of an acquirer and its "concert parties" to an interest in New MJ Gleeson Shares carrying 30 per cent., or more of the voting rights in New MJ Gleeson, the acquirer and, depending upon the circumstance, its concert parties, would be required (except with the consent of the UK Takeover Panel) to make an offer in cash (or accompanied by a cash alternative) for the outstanding New MJ Gleeson Shares at a price not less than the highest price paid for any interest in the New MJ Gleeson Shares by the acquirer or its concert parties during the 12 months prior to the announcement of the offer. A similar obligation to make such a mandatory offer would also arise on the acquisition of New MJ Gleeson Shares by a person (together with its concert parties) interested in New MJ Gleeson Shares carrying between 30 per cent. and 50 per cent. of the voting rights in New MJ Gleeson if the effect of such acquisition were to increase the percentage of shares carrying voting rights in which he is interested.

6.2 Squeeze-out

Under the Companies Act, if a ''takeover offer'' (as defined in section 974 of the Companies Act) is made for a company's shares and the offeror were to acquire or unconditionally contract to acquire, not less than 90 per cent. in value of the shares to which the offer relates and not less than 90 per cent. of the voting rights attached to those shares, within three months of the last day on which its offer can be accepted, it could acquire compulsorily the remaining 10 per cent. It would do so by sending a notice to outstanding shareholders telling them that it will acquire compulsorily their shares to which the offer relates and then, six weeks later, it would execute a transfer of the outstanding shares under the takeover offer in its favour and pay the consideration to the company, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the shareholders whose shares are acquired compulsorily under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

6.3 Sell-out

The Companies Act also gives minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the shares to which the offer relates, any holder of shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those shares. The offeror is required to give any shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of the minority shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a shareholder exercises his or her rights, the offeror is bound to acquire those shares, on the terms of the offer or on such other terms as may be agreed.

7. DIRECTORS' AND SENIOR MANAGER'S INTERESTS IN THE GROUP

On the Scheme becoming effective, assuming that no further Old MJ Gleeson Shares have been purchased by them or issued to them after 14 November 2014 (being the latest practicable date prior to the publication of this Prospectus), the Directors and Senior Manager (as well as their immediate families) will have the following interests (all of which are beneficial unless otherwise stated) in New MJ Gleeson Shares (so far as is known or could with reasonable due diligence be ascertained by the relevant Director or Senior Manager) or interests of a person connected (within section 252 of the Companies Act) with a Director or Senior Manager and the existence of which was known to or could, with reasonable due diligence, be ascertained by the relevant Director or Senior Manager, by virtue of the effect of the Scheme on their Old MJ Gleeson Shares. These figures include any interests the Directors may have as a result of their participation in the Old MJ Gleeson Group Share Purchase Plan.

	Number	Percentage	Number	Percentage
	of Old MJ	of Old MJ	of New MJ	of New MJ
	Gleeson	Gleeson	Gleeson	Gleeson
	Shares held	Shares held	Shares	Shares
	prior to	prior to	held upon	held upon
	the Scheme	the Scheme	the Scheme	the Scheme
	Effective	Effective	Effective	Effective
	Date	Date	Date	Date
Dermot Gleeson	1,053,086	1.96	1,053,086	1.96
Jolyon Harrison	1,444,955	2.69	1,444,955	2.69
Alan Martin	55,100	0.10	55,100	0.10
Ross Ancell	–	–	–	–
Colin Dearlove	–	–	–	–
Christopher Mills	13,655,000*	25.43	13,655,000*	25.43
Scott Chamberlin	50,433	0.09	50,433	0.09

* The shares are held in name of Harwood Capital LLP, on behalf of a number of fund and private discretionary clients. Christopher Mills is the Chief Investment Officer, and a member of, Harwood Capital LLP and he has the discretion to vote all of these shares.

The Directors and Senior Manager have a beneficial interest in approximately 30.28 per cent. of the issued ordinary share capital of Old MJ Gleeson in existence as at 14 November 2014, being the latest practicable date prior to publication of this Prospectus.

In addition to their having an interest in Old MJ Gleeson Shares as detailed in this paragraph 7, as at 14 November 2014 (being the latest practicable date prior to the publication of this Prospectus) the following Directors and Senior Manager hold the following Share Awards granted pursuant to the Old MJ Gleeson Performance Share Plan, which will be replicated on the share terms in respect of the New MJ Gleeson Shares under the New MJ Gleeson 2014 Performance Share Plan:

				Total
				shareholder	Date from
			Exercise	return	which option
Name of Director	Date of grant	Options held	price £	target (£)	may be exercised
Jolyon Harrison	5 November 2012	423,015	1.52	3.50	5 November 2015
Jolyon Harrison	30 September 2014	290,769	3.90	6.00	30 September 2017
Alan Martin	30 September 2014	59,231	3.90	6.00	30 September 2017
Scott Chamberlin	30 September 2014	39,577	3.90	6.00	30 September 2017

The Executive Directors will also be eligible to participate in the New MJ Gleeson Employee Share Plans.

• 7.1 The interests in this paragraph 7 (which include interests of the Directors held as a result of their participation in the Old MJ Gleeson Employee Share Plans) are based upon the interests of the Directors of Old MJ Gleeson in Old MJ Gleeson Shares that: (a) have been notified by the relevant Director to Old MJ Gleeson pursuant to Chapter 3 of the Disclosure and Transparency Rules before 14 November 2014 (the latest practicable date prior to publication of this Prospectus); or (b) are interests of a connected person (within the meaning of the Disclosure and Transparency Rules) of a Director which have been notified to Old MJ Gleeson by each connected person (within the meaning of the Disclosure and Transparency Rules) pursuant to Chapter 3 of the Disclosure and Transparency Rules.
• 7.2 Save as set out above, no Director of Old MJ Gleeson (nor any person connected with them) has any interests (beneficial or non-beneficial) in the share capital of Old MJ Gleeson. Save as set out above, no Director (nor any person connected with them) holds any interest in any other securities of the Group.
• 7.3 Neither New MJ Gleeson nor Old MJ Gleeson has entered into any related party transactions except those related party transactions as set out in the accounts of Old MJ Gleeson for the periods ending 30 June 2014, 30 June 2013 and 30 June 2012, and that disclosed in paragraph 22 of Part VII of this Prospectus.
• 7.4 Save as disclosed in this Part, none of the Directors had a beneficial interest in any contract to which Old MJ Gleeson or a subsidiary of either of them was a party during the current financial year.
• 7.5 There are no outstanding loans or guarantees granted or provided by New MJ Gleeson or Old MJ Gleeson or any of their respective subsidiaries for the benefit of any of the Directors.

8. DIRECTORS' CONFLICTS OF INTERESTS

No Director has any potential conflicts of interest between any of his duties to New MJ Gleeson and his private interests or other duties.

9. OTHER DIRECTORSHIPS AND PARTNERSHIPS

The details of those companies and partnerships of which the Directors are currently directors or partners, or have been directors or partners at any time during the five years prior to the date of this Prospectus, are as follows:

	Current Directorships/Partnerships	Past Directorships/Partnerships
Dermot Gleeson	M J Gleeson Group Plc The Beef and Liberty Company Limited Rydes Hill School Guildford Gleeson PFI Investments Limited GB Group Holdings Limited GB Building Solutions Limited Gleeson Developments Limited GB Development Solutions Limited	The Fitzwilliam Museum Development Trust Institute of Cancer Research: Royal Cancer Hospital
Jolyon Harrison	Gleeson PFI Investments Limited JDP Contracting Services Limited MJ Gleeson PLC Gleeson Regeneration Limited JD Plastics & Rooflines (Holdings) Limited MSP Technologies Limited Gleeson Developments Limited IRBY Estate Shoot Sporting Society Limited JDP Contracting (Holdings) Limited M J Gleeson Group Plc Woodbine Cottage Limited Gleeson Developments (North East) Ltd	York Housing Association
Alan Martin	MJ Gleeson PLC M J Gleeson Group Plc Gleeson Services Limited Gleeson Homes (Holdings) Limited Gleeson Capital Solutions Limited M.J.G (Management) Limited Oakmill Residential Limited Haredon Developments Limited Gleeson Pfi Investments Limited Genesis Estates (Manchester) Limited Gleeson Strategic Land Limited MJ Gleeson (International) Limited Gleeson Regeneration Limited Gleeson Properties (Petersfield) Limited Gleeson Construction Services Limited Gleeson Developments Limited Colroy Limited Gleeson Classic Homes Limited Sindale Properties Limited Oakmill Properties Limited Kw Cannock Properties Ltd Gleeson Properties Limited Gleeson Homes Southern Limited Gleeson Developments (North East) Ltd Gleeson Properties (Kingley) Limited	Larchwood Management Company Ltd Avantage (Cheshire) Limited Unit 7 Rotherbrook Court Management Company Limited Unit 8 Rotherbrook Court Management Company Limited Lovell Powerminster Limited Rotherbrook Court Management Company Limited Manchester Energy Company Limited Kingley Park Management Company Limited Grove Village Limited Mountbatten Place Management Company Limited Avantage (Cheshire) Holdings Limited Grove Village Holdings Limited Chrysalis (Stanhope) Holdings Limited Leeds Independent Living Accommodation Company Holdings Limited Leeds Independent Living Accommodation Company Limited Chrysalis (Stanhope) Limited
Ross Ancell	Churngold Construction Holdings Limited Churngold Construction Limited Churngold Recycling Limited Churngold Remediation Holdings Limited Churngold Building Services Limited	Taylor Continental Group Limited JWS Churngold Limited (now Viridor (Lancashire) Limited) MDS Technologies Limited MDS Technologies Southern Limited

Current Directorships/Partnerships Past Directorships/Partnerships

Ross Ancell (continued)	Churngold Recycling Holdings Limited Churngold Waste and Recycling Limited Lulsgate Developments Limited Oldfield Industries Limited Lulsgate Investments Limited M J Gleeson Group Plc Galaxy Entertainment Group Limited PD Edenhall Estates Limited Merchants Academy Bristol Autism Free School
Colin Dearlove	M J Gleeson Group Plc	None
Christopher Mills	Harwood Holdco Limited Harwood Capital LLP North Atlantic Smaller Companies Investment Trust PLC Consolidated Venture Finance Limited Growth Financial Services Limited Cross Border Limited Cross-Border Publishing (London) Limited Jarvis Porter (Property Holdings) Limited Baltimore Capital PLC (in members' voluntary liquidation) Hampton Investment Properties Limited Catalyst Media Group Plc Catalyst Media holdings Limited Alternateport Limited Satellite Information Services (Holdings) Limited 62 Pont Street (Freehold) Limited M J Gleeson Group Public Limited Company Essenden Public Limited Company Nationwide Accident Repair Services Plc Nastor Investment Limited Celsis International Limited Alba Investment Properties Limited Alba Investment Properties holdings Limited W. G. Mitchell (Charlotte Square) Limited W. G. Mitchell (George Street) Limited W. G. Mitchell (Fifteen) Limited W. G. Mitchell (Seven) Limited W. G. Mitchell Enterprises Limited W. G. Mitchell (2005) Limited Celsis Group Limited AssetCo Plc Harwood Capital management Limited Academic Research Limited CCH Advisers Limited Harwood Real Estate Limited Bioquell Plc Harwood Capital Nominees Limited Kelvinhaugh Student Accommodation Limited	J O Hambro Capital Management Limited London Trust Productions Limited Izodia Plc Prime Focus London Plc Castle Support Services Plc Dowding & Mills Plc Forefront Group Limited Inspired Gaming Group Limited Sirvis IT Limited Bionostics Holdings Bionistics Limited Sirvis IT Holdings Limited Orthoproducts Limited Sinav Limited Merchant Properties General Partner Limited Merchant Properties Nominees Limited Merchant Properties Two General Partner Limited Merchant Properties Two Nominee 1 Limited Merchant Properties Two Nominee 2 Limited GTL Resources Limited GTL Resources Overseas Investments Limited Deepenhart Limited American Opportunity Trust Plc Second London American Trust Plc GEI Group Limited Hampton Trust Plc Mount Street Properties Limited Hampton Land & Estates Limited Crucible Equity Limited Darby Group Limited Albany Capital Plc Crucible Acquisitions Limited Densa Limited Ferraris Development & Engineering Company Limited Ferraris Instruments Limited Reynolds Medical group Limited RGS (1) Limited RGS (5) Limited

Current Directorships/Partnerships Past Directorships/Partnerships

Christopher Mills Team Rock Limited Valiant Sports Holdings Limited Cyprotex Plc Holding Limited Stratton Street (Anthony) Limited Highrix Limited Harwood Multi Manager Limited Toftplan Properties Limited Progeny, Inc Global Options Group, Inc Performance Chemicals Company The Quarto Group, Inc.

(continued) Stratifer Limited Alba Investment Properties Intermediate Tramworks Limited H Townsend & Sons (Builders) Limited Sunlink Health Systems, Inc Baltimore Technologies (Holdings) Limited Glass America, Inc Baltimore Technologies (UK) Limited

10. OTHER INFORMATION RELATING TO THE NEW MJ GLEESON DIRECTORS

• 10.1 Details of the Directors, their business addresses and their functions are set out in Part IV 'Directors and Corporate Governance'. The Directors comprise all of the members of the administrative, supervisory or management bodies of New MJ Gleeson.
• 10.2 At 14 November 2014 (being the latest practicable date prior to the publication of this Prospectus), none of the Directors:
• 10.2.1 save as set out in paragraph 9 of this Part VII, has been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years of any company or partnership, or is still a member of the administrative, management or supervisory bodies or partner of any company or partnership;
• 10.2.2 has any convictions in relation to fraudulent offences incurred during the previous five years;
• 10.2.3 save as provided below has been associated with any bankruptcies, receiverships or liquidations whilst acting as director during the previous five years;
  • 10.2.3.1 Christopher Mills was a non-executive director of Deepenhart Ltd which was dissolved on 18 August 2010, all creditors were paid in full. He was also a non-executive director of Izodia Plc which entered into a company voluntary liquidation on 19 May 2004. All creditors were paid in full and the voluntary arrangement was completed on 20 January 2009;
• 10.2.4 has been subject to any official public incrimination and/or sanction by a statutory or regulatory authority (including, where relevant, designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer during the previous five years; or has any family relationship with any other Director; and
• 10.2.5 no Director nor Senior Manager has, or has had, any interest in any transaction effected by the Company or any of its subsidiaries which is or was unusual in its nature or conditions or significant to the business of the Group and (in any such case) was effected during the current or immediately preceding financial year of the Group or during an earlier financial year and remains in any respect outstanding or unperformed.

11. DIRECTORS' REMUNERATION, SERVICE AGREEMENTS, EMPLOYMENT CONTRACTS AND LETTERS OF APPOINTMENT

11.1 Executive Directors

The Executive Directors are currently employed by Old MJ Gleeson pursuant to service agreements with Old MJ Gleeson and are each a director of New MJ Gleeson, as of 16 October 2014. Each of the Executive Directors has entered into a new service agreement dated 13 November 2014 with New MJ Gleeson, under which they will act as Executive Directors, which is conditional on the Scheme becoming effective, and the terms of which are substantially the same as their old service agreements with Old MJ Gleeson (save for New MJ Gleeson being the employing company and including general updates to reflect changes in applicable law).

Under the service contracts with Old MJ Gleeson each service agreement is subject to termination upon 12 months' notice by the employer or six months' notice by the employee. On the Scheme becoming effective, the Executive Directors' existing service agreements with Old MJ Gleeson will automatically terminate by mutual consent and the Executive Directors will be paid by New MJ Gleeson. The new service agreements are each subject to termination upon 12 months' notice by the employer or six months' notice by the employee.

The remuneration (including salary and other benefits) payable under the Executive Directors' service agreements with Old MJ Gleeson in respect of the financial year ending 30 June 2014 was as follows:

Name	Salary/Fee (£)	Bonus (£)	Pension (£)	Benefits in Kind (£)	Total (£)
Jolyon Harrison	360,000	360,000	54,000	19,000	793,000
Alan Martin	220,000	220,000	55,000	19,000	514,000

As of 1 July 2014, the salary review date for Old MJ Gleeson, both Executive Directors received salary increases (to £378,000 for Jolyon Harrison and to £231,000 for Alan Martin). The overall level of remuneration of the Executive Directors will remain unchanged as a result of the Scheme.

Details of the Executive Directors' employment contracts with New MJ Gleeson are as follows:

Jolyon Harrison

Jolyon Harrison entered into a new service agreement with New MJ Gleeson dated 13 November 2014 in respect of his appointment as Chief Executive of New MJ Gleeson, which will take effect from the Scheme Effective Date (and is conditional on the Scheme becoming effective). The terms of his service agreement (including remuneration) are substantially the same as the terms of his service agreement with Old MJ Gleeson (which terminates on the Scheme becoming effective), save for New MJ Gleeson being the employing company, including general updates to reflect changes in applicable law.

Jolyon Harrison's contract is subject to termination upon 12 months' notice by the employer or six months' notice by the employee. Under the service agreement, he is entitled to a salary of £378,000 plus a performance-related bonus and benefits in kind of £19,000 per annum, comprising family medical insurance, a fuel card and a company car or a car allowance. Jolyon Harrison is entitled to, and has joined, the Group's staff stakeholder pension scheme and New MJ Gleeson will subscribe to an amount equal to 15 per cent. of his base salary, on a monthly basis, into the plan. Jolyon Harrison is entitled to 32 days' annual holiday.

Alan Martin

Alan Martin entered into a new service agreement with New MJ Gleeson dated 13 November 2014 in respect of his appointment as Chief Financial Officer of New MJ Gleeson, which will take effect from the Scheme Effective Date (and is conditional on the Scheme becoming effective). The terms of his service agreement are substantially the same as the terms of his service agreement with Old MJ Gleeson (which terminates on the Scheme becoming effective), save for the New MJ Gleeson becoming the employing company, including general updates to reflect changes in applicable law.

Alan Martin's contract is subject to termination upon 12 months' notice by the employer or six months' notice by the employee. Under the service agreement, he is entitled to a salary of £231,000 plus a performance-related bonus and benefits in kind of £19,000 per annum, comprising family medical insurance, a fuel card and a company car or a car allowance. Alan Martin is entitled to and has joined the Group's staff stakeholder pension scheme and New MJ Gleeson will subscribe to an amount equal to 15 per cent. of his base salary, on a monthly basis, into the plan. Alan Martin is entitled to 32 days' annual holiday.

Bonus arrangements

Under their respective service agreements, each of the Executive Directors are eligible to participate in an annual bonus scheme under which they may potentially receive 100 per cent. of their respective base salaries for achieving target performance. The targets and range over which the bonus vests are set by the Remuneration Committee and are designed to be challenging and to produce an equitable distribution of additional profits earned by superior performance between the executive team and shareholders.

11.2 Non-Executive Directors

All Non-Executive Directors are currently appointed by Old MJ Gleeson pursuant to letters of appointment with Old MJ Gleeson. Each Non-Executive Director has entered into a letter of appointment with New MJ Gleeson, which will take effect from Admission (and is therefore conditional on the Scheme becoming effective), the terms of which are to be substantially the same as the terms of his existing letter of appointment with Old MJ Gleeson (which will terminate on the Scheme becoming effective other than in respect of Dermot Gleeson), save for New MJ Gleeson being the appointing company and including general updates to reflect changes in applicable law. Each letter of appointment with New MJ Gleeson is terminable by either party on one month's notice, except for the Chairman, where written notice by either party is six months. On the Scheme becoming effective, (other than in respect of Dermot Gleeson) the Non-Executive Directors' appointments as directors of Old MJ Gleeson will automatically be terminated by mutual consent. All of the Non-Executive Directors will from Admission, receive their fees from New MJ Gleeson.

The total fees payable to each of those Non-Executive Directors will not be varied as a result of the Scheme.

Details of the Non-Executive Directors' letters of appointment with New MJ Gleeson are as follows:

Dermot Gleeson

The services of Dermot Gleeson as Non-Executive Director and Chairman of New MJ Gleeson are provided under the terms of a letter of appointment with New MJ Gleeson dated 13 November 2014, for one year effective from Admission and continues unless terminated by either party on six months' notice. The appointment letter provides for the payment to him by New MJ Gleeson of directors fees of £90,000 per annum in respect of his appointment.

Ross Ancell

The services of Ross Ancell as a Non-Executive Director of New MJ Gleeson are provided under the terms of a letter of appointment with New MJ Gleeson dated 13 November 2014, for one year effective from Admission and continues unless terminated by either party on one months' notice. The appointment letter provides for the payment to him by New MJ Gleeson of a current fee of £40,000 per annum in respect of his appointment (comprising a Board membership fee of £30,000 per annum and a fee of £10,000 per annum for his appointment as Chairman of the Remuneration Committee).

Colin Dearlove

The services of Colin Dearlove as a Non-Executive Director of New MJ Gleeson are provided under the terms of a letter of appointment with New MJ Gleeson dated 12 November 2014, for one year effective from Admission and continues unless terminated by either party on one months' notice. The appointment letter provides for the payment to him by New MJ Gleeson of a current fee of £40,000 per annum in respect of his appointment (comprising a Board membership fee of £30,000 per annum and a fee of £10,000 per annum for his appointment as Chairman of the Audit Committee).

Christopher Mills

The services of Christopher Mills as a Non-Executive Director of New MJ Gleeson are provided under the terms of a letter of appointment with New MJ Gleeson dated 13 November 2014. His appointment is for one year, effective from Admission and continues unless terminated by either party on one months' notice. The appointment letter provides for the payment to him by New MJ Gleeson of a current fee of £30,000 per annum in respect of his appointment.

Each Non-Executive Director is also entitled to reimbursement of reasonable expenses incurred in the course of his duties.

Save as set out above, none of the Non-Executive Directors is entitled to any benefit upon the termination of his appointment.

The total fees payable to each of the Non-Executive Directors under their new appointment letters with New MJ Gleeson will remain the same as the fees payable to them under their existing appointment letters with Old MJ Gleeson.

Name	Fee (£)	Bonus (£)	Benefits Pension (£)	in Kind (£)	Total (£)
Dermot Gleeson	90,000	–	–	–	90,000
Ross Ancell	40,000	–	–	–	40,000
Colin Dearlove	40,000	–	–	–	40,000
Christopher Mills	30,000	–	–	–	30,000

There are no stated benefits in the service agreements or employment contracts which apply as a result of the termination of employment. It is noted that employees are entitled, during the course of their employment, to join share purchase plans and share save schemes which may provide benefits post termination, however the entitlement to the initial benefit does not arise as a result of the termination of employment.

12. GROUP EMPLOYEE SHARE PLANS

12.1 Old MJ Gleeson Employee Share Plans

It is the Board's intention that awards under the Old MJ Gleeson Employee Share Plans will not vest early as a result of the Scheme but will continue on the same basis under the New MJ Gleeson Share Plans, other than that they will ultimately deliver New MJ Gleeson Shares rather than Old MJ Gleeson Shares. Participants in the Old MJ Gleeson Employee Share Plans will be written to separately to explain the impact of the Scheme on their participation in more detail.

12.2 New MJ Gleeson Employee Share Plans

The following is a summary of the main provisions of the New MJ Gleeson Employee Share Plans which are to be adopted by New MJ Gleeson conditional upon the Old MJ Gleeson Shareholders approving their adoption by New MJ Gleeson at the General Meeting, and subject to the Scheme becoming effective. The New MJ Gleeson Employee Share Plans are substantially the same as the Old MJ Gleeson Share Plans which they replace.

It is expected that, going forward for employees (including the Executive Directors), New MJ Gleeson will operate the New MJ Gleeson 2014 Performance Share Plan and the New MJ Gleeson 2014 Group Share Purchase Plan.

The following summarises the main provisions of the New MJ Gleeson Employee Share Plans:

12.2.1 New MJ Gleeson 2014 Performance Share Plan

Administration

Awards will be granted, and the New MJ Gleeson 2014 Performance Share Plan will be administered, by the Remuneration Committee. Any decisions of the Remuneration Committee made pursuant to any provisions of this Plan (other than a matter to be approved by New MJ Gleeson) shall be final and binding on all Participants. Awards are non-pensionable, and, other than on death are non-transferable.

Eligibility

Awards may be granted to any of the employees of New MJ Gleeson or its subsidiaries ("PSP Participants"), including the New MJ Gleeson Directors. For the avoidance of doubt, this does not include New MJ Gleeson Non-Executive Directors.

Form of awards

Under the New MJ Gleeson 2014 Performance Share Plan, awards will take the form of a conditional right to receive New MJ Gleeson Shares which will be automatically transferred to the PSP Participant following vesting.

Plan limits

Awards may be satisfied using new issue New MJ Gleeson Shares, New MJ Gleeson Shares held in treasury or New MJ Gleeson Shares purchased in the market.

In any ten year period ending on the relevant date of grant of an award, the maximum number of New MJ Gleeson Shares which may be issued or made issuable under New MJ Gleeson 2014 Performance Share Plan and any other employees' share scheme operated by New MJ Gleeson and Old MJ Gleeson shall not exceed ten per cent of the issued ordinary share capital of New MJ Gleeson on the last dealing day before the relevant date of grant. New MJ Gleeson Shares taken into account again following the vesting of awards and any awards that have lapsed unvested shall fall out of account. New MJ Gleeson Shares purchased to satisfy awards shall not count towards this limit.

Individual limit

The maximum value of the New MJ Gleeson Shares over which a PSP Participant may be granted an award under the New MJ Gleeson 2014 Performance Share Plan in any financial year shall not exceed an amount equal to 300 per cent of the PSP Participant's annual rate of basic salary at that time.

Timing of grant of awards

Normally, awards may only be granted within a period of 42 days following the date of shareholder approval of the New MJ Gleeson 2014 Group Performance Share Plan or the date of announcement by New MJ Gleeson of its interim or final results (or within 21 days of restrictions lifting if New MJ Gleeson is restricted from being able to grant awards during such period). Awards may not be granted under the New MJ Gleeson 2014 Performance Share Plan more than ten years after its adoption.

Performance conditions

The Remuneration Committee will determine the performance conditions which will apply to awards and the time period over which the conditions will apply. There will be no provision for re-testing. The Remuneration Committee may alter the performance conditions if events happen after the date of grant which would make the amended performance condition a fairer measure of New MJ Gleeson's performance, provided that the revised target is no more or less difficult to achieve. Performance conditions proposed for New MJ Gleeson Directors are outlined in New MJ Gleeson's remuneration policy, which will be set out in the annual report on director's remuneration.

Vesting

To the extent that the performance conditions have been met, an award shall normally vest on the third anniversary of its date of grant or such other date as the Remuneration Committee shall determine at the date of grant. Awards governed under the New MJ Gleeson 2014 Group Performance Share Plan to replace awards cancelled under the Old MJ Gleeson Group Performance Share Plan on the Scheme becoming effective will have a vesting period of less than three years to reflect the expiration of part of the vesting period under the Old MJ Gleeson Group Performance Share Plan.

Leavers

An award shall vest in the event of the PSP Participant ceasing to be a New MJ Gleeson Group employee only to the extent that the Remuneration Committee in its absolute discretion so determines within 14 days of such cessation.

Corporate actions

In the event of a change of control, all outstanding awards vest to the extent determined by the Remuneration Committee taking into account the extent to which performance conditions have been met.

If the court sanctions a compromise or arrangement in relation to New MJ Gleeson, the Remuneration Committee shall determine whether and to what extent awards shall vest or whether awards shall be exchanged for awards of similar value over shares in the company which exists after the compromise or arrangement takes effect.

If New MJ Gleeson proposes to pass a resolution for its voluntary winding-up, awards shall vest to the extent determined by the Remuneration Committee, taking into account the extent to which performance conditions have been met and the proportion of the performance period which has expired.

To the extent that awards do not vest or are not exchanged, they shall be forfeited.

Variation of capital

The number of New MJ Gleeson Shares subject to an award may be adjusted, in such a manner as the Remuneration Committee may determine, following any variation in the share capital of New MJ Gleeson.

Alterations

The New MJ Gleeson Directors may, by a resolution, at any time alter all or any of the provisions of the New MJ Gleeson 2014 Performance Share Plan except that the basis for determining a PSP Participant's entitlements under the plan, and any adjustments thereto in the event of a variation in capital, shall not be altered to the advantage of the PSP Participants without the prior agreement of New MJ Gleeson in general meeting.

Any alteration which is a minor amendment to benefit the administration of the Plan, to take account of changes in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for PSP Participants or for New MJ Gleeson or for members of New MJ Gleeson does not need prior approval of New MJ Gleeson's Shareholders.

12.2.2 New MJ Gleeson 2014 Group Share Purchase Plan

Administration

Awards will be granted, and the New MJ Gleeson 2014 Group Share Purchase Plan will be administered by the Board. Awards are non-pensionable.

Eligibility

Subject to certain qualifying periods of employment, the New MJ Gleeson 2014 Group Share Purchase Plan will be open to all employees of New MJ Gleeson, and any of its subsidiaries which the New MJ Gleeson Directors select for participation, who are eligible under the rules of the New MJ Gleeson 2014 Group Share Purchase Plan and under Schedule 2 of ITEPA ("GSPP Participants").

Form of awards

Under the New MJ Gleeson Group 2014 Share Purchase Plan, awards constitute an interest in New MJ Gleeson Shares which will be held on behalf of the GSPP Participants by the trustees of a special employee trust ("2014 GSPP Trust") which is an integral part of the New MJ Gleeson 2014 Group Share Purchase Plans. Awards may take the form of:

• ● New MJ Gleeson Shares bought from GSPP Participant's pre-tax salary up to a maximum value of £1,800 per year ("Partnership Shares");
• ● New MJ Gleeson Shares awarded on a maximum matching 2:1 basis with purchases of Partnership Shares ("Matching Shares"). The current practice is that Matching

Shares are awarded on a 1:3 basis. Initially, New MJ Gleeson will award 1 Matching Share for every 3 Partnership Shares acquired by the GSPP Participant;

• ● New MJ Gleeson Shares awarded free at the discretion of the Board up to a maximum value of £3,600 per year ("Free Shares"); and
• ● New MJ Gleeson Shares bought from reinvested dividends on other awards ("Dividend Shares").

Leavers

A GSPP Participant who ceases to be in relevant employment must remove his New MJ Gleeson Shares from the New MJ Gleeson 2014 Group Share Purchase Plan.

Alterations

The New MJ Gleeson Directors may, with the consent of the trustees of the 2014 GSPP Trust, amend the New MJ Gleeson 2014 Group Share Purchase Plan, except that the provisions relating to making amendments, eligibility, the individual limits on taking part, the overall limits on the issuing of New MJ Gleeson Shares or the rights attaching to New MJ Gleeson Shares received and the rights of GSPP Participants upon any variation of share capital may not be amended to the advantage of eligible employees or GSPP Participants without prior approval of New MJ Gleeson's Shareholders.

Minor amendments in relation to the administration of the New MJ Gleeson 2014 Group Share Purchase Plan, to take account of a change in the law or to obtain or keep favourable tax treatment, exchange control or regulatory treatment for New MJ Gleeson Group employees may be made without prior approval of New MJ Gleeson's Shareholders.

Termination

Shares may not be awarded under the New MJ Gleeson 2014 Group Share Purchase Plan more than ten years after its adoption unless the New MJ Gleeson 2014 Group Share Purchase Plan is extended by approval of the New MJ Gleeson Shareholders.

The 2014 GSPP Trust

The New MJ Gleeson 2014 Share Purchase Plan will operate in conjunction with the 2014 GSPP Trust established for the purposes of the New MJ Gleeson 2014 Group Share Purchase Plan.

13. GROUP PENSIONS

The Group operates a Company Stakeholder Pension Plan with Prudential. The Plan is a money purchase pension plan to which the Group contributes a percentage of salary. The Scheme will not have any impact on the pension contributions made to the Plan or contributions in respect of the employee, to be made following the implementation of the Scheme.

14. INTERESTS OF MAJOR SHAREHOLDERS

So far as it is known to the Company, if the Scheme becomes effective and based on interests held in Old MJ Gleeson Shares, on the Scheme Effective Date the following persons will hold directly or indirectly three per cent. or more of New MJ Gleeson Shares, as at 14 November 2014 (being the latest practicable date prior to the publication of this Prospectus):

		Percentage of
		voting rights in		Percentage
		respect of		of issued
	Number of	MJ Old		share capital
	Old MJ	Gleeson	Number of	of New MJ
	Gleeson	Shares	New MJ	Gleeson
Name of Shareholder	Shares	held prior	Gleeson	Shares
	held prior	to the	Shares	held upon
	to the	Scheme	held upon	the Scheme
	Scheme	Effective	the Scheme	Effective
	Effective	Date	Effective	Date
	Date	(%)	Date	(%)
Harwood Capital LLP	13,655,000*	25.43	13,655,000*	25.43
Schroder Investment Management Ltd.	7,306,010	13.61	7,306,010	13.61
J C Cooper	2,815,365	5.24	2,815,365	5.24

* Of these shares, 10,000,000 are held by North Atlantic Smaller Companies Investment Trust, 3,400,000 are held by Oryx International Growth Fund Limited and the remaining 255,000 shares are held by Harwood Capital LLP on behalf of private discretionary clients.

• 14.1 None of the Shareholders listed in this paragraph 14, as above, will have voting rights that are different to those of any other holder of Old MJ Gleeson Shares or New MJ Gleeson Shares (as the case may be).
• 14.2 The Group is not aware of any person who, following implementation of the Proposals, directly or indirectly, acting jointly or with others or acting alone, could exercise control (as defined in the Prospectus Rules) over New MJ Gleeson.

15. CORPORATE STRUCTURE AND SUBSIDIARIES

With effect from implementation of the Scheme, New MJ Gleeson will own 100 per cent. of the issued ordinary share capital of Old MJ Gleeson and New MJ Gleeson will be the parent company of the Group. The following table shows the principal subsidiaries of Old MJ Gleeson (which will thereby become the principal subsidiaries of New MJ Gleeson), being those which New MJ Gleeson considers likely to have a significant effect on the assessment of the assets and liabilities and the financial position and/or the profits and losses of the Group. Unless otherwise indicated, each of the companies listed below is 100 per cent. owned within the Group and the Group also controls 100 per cent. of the voting power of each entity.

Company	Shareholding held	Immediate parent	Country of Incorporation	Date of Incorporation
Gleeson Construction Services Limited	100%	Old MJ Gleeson	United Kingdom	5 December 1963
Gleeson Developments Limited	100%	Old MJ Gleeson	United Kingdom	13 May 1965
Gleeson Regeneration Limited	100%	Old MJ Gleeson	United Kingdom	4 February 2000
Gleeson Developments (North East) Limited	100%	Old MJ Gleeson	United Kingdom	28 October 1999

16. EMPLOYEES

As at 7 November 2014 (being the latest practicable date prior to the publication of the document) the Group had 261 employees. The tables below set out the average number of people employed by the Group in each of the last three financial years together with a breakdown by division:

	30 June 2014	30 June 2013	30 June 2012
Gleeson Homes	197	182	111
Gleeson Strategic Land	10	9	8
Group Activities	10	10	11
Total	217	201	130

17. SELECTED KEY PRO FORMA FINANCIAL INFORMATION

New MJ Gleeson has not traded or entered into any transactions since incorporation. No financial information has been audited for New MJ Gleeson and therefore there has been no significant gross change.

18. SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Group since 30 June 2014, the date to which the latest audited financial statements of the Group were drawn up.

Since its incorporation on 16 October 2014, New MJ Gleeson has not traded and there has been no significant change in the financial or trading position of New MJ Gleeson.

19. MATERIAL CONTRACTS

Set out below is a summary of: (a) each material contract, other than contracts entered into in the ordinary course of business, to which New MJ Gleeson or any member of the Group is a party, which has been entered into within the two years immediately preceding the date of this Prospectus; and (b) any other contract (not being a contract entered into in the ordinary course of business) entered into by New MJ Gleeson or any member of the Group which contains a provision under which New MJ Gleeson or any member of the Group has any obligation or entitlement which is material to the Group as at the date of this Prospectus.

19.1 Registrar Agreement

A registrar agreement dated 12 November 2014 pursuant to which the Registrar will act as registrar to the Company. Under the registrar agreement, the Registrar is entitled to a fee calculated principally on the basis of the number of holders appearing on the register at any time during the relevant fee year and on the number of transfers appearing in that period. The registrar agreement will be for an initial term of three years following which it may be terminated on three months' notice by either party or on service of notice in the event of a material breach of the agreement or an insolvency event of either party.

19.2 Sponsor Agreement

An agreement dated 17 November 2014 between the Company and N+1 Singer pursuant to which N+1 Singer has agreed to act as Sponsor to the Company in respect of Admission. The agreement provides certain customary representations and warranties by the Company as to the accuracy of the information contained in this document and in relation to other matters relating to the Group and its businesses; and an indemnity from the Company in favour of N+1 Singer, which is usual for an agreement of this nature. The Company has also given certain undertakings to N+1 Singer.

19.3 Revolving Working Capital Facility Agreement

New MJ Gleeson, together with certain other entities within the Group, and Lloyds Bank PLC entered into an Amendment and Restatement Agreement dated 14 November 2014 which, conditional upon Admission, amends and restates the revolving credit facility agreement dated 5 December 2013 between (1) Lloyds Bank Commercial Banking and (2) Old MJ Gleeson and certain other subsidiaries as borrowers, pursuant to which Lloyds Bank Commercial Banking have made available a £20,000,000 revolving working capital facility for a period of three years from the date of the agreement. Security for the working capital facility includes a debenture and a composite omnibus guarantee and set-off agreement from/by Old MJ Gleeson and a number of its subsidiaries. The facility agreement is amended and restated such that, among other things, the "Parent" company is identified as New MJ Gleeson and New MJ Gleeson is named as a borrower under the restated facility agreement.

19.4 Business Purchase Agreement – Building Contracting Division

A business purchase agreement dated 12 July 2005 between GCSL and CHOQS 448 Limited (to be renamed Gleeson Building Limited) under which GCSL sold the Group's "Gleeson Building" business division to CHOQS 448. Under the business purchase agreement, GCSL transferred certain "Relevant Contracts" but retained liabilities for latent defects relating to works carried out prior to the transfer date.

19.5 Business Purchase Agreement – Engineering Division

A business purchase agreement dated 19 October 2006 between GCSL, Old MJ Gleeson, Black & Veatch Limited and Black & Veatch Holding Company under which GCSL sold the Group's "Engineering Division" to Black & Veatch. Under the business purchase agreement, certain supplier and customer contracts were transferred to Black & Veatch, along with their past, present and future liabilities. However, certain completed contracts were retained by GCSL. Old MJ Gleeson has guaranteed GCSL's obligations under this agreement.

20. PROPERTY, PLANT AND EQUIPMENT

In addition to the material tangible fixed assets described in paragraph 2 of Part I of this Prospectus, the Group has the following material tangible fixed assets, including leasehold properties:

Item	Uses	Ownership status and tenure term (if applicable)	Rent per annum exc. VAT (if applicable)
Integration House, Ancells Business Park, Fleet	Offices	Leasehold expiring 21 June 2017	£213,768
Sentinel House, Fleet	Offices	Quarterly occupational Licence	£81,440
Unit 6 Europa Court Sheffield	Offices	Leasehold expiring 23 October 2016	£91,713.50
Unit 5 Europa Court Sheffield	Offices	Leasehold expiring 23 October 2021	£30,750 + VAT until 23 October 2015, after which it increases to £32,800 + VAT
Unit 3 Lumley Court, Chester-le-Street	Offices	Leasehold expiring 12 August 2022	£21,375 until 12 August 2015 with stepped increments up to £28,125 from 13 August 2017
Ground Floor, Sandringham House Bury	Offices	Leasehold expiring 19 October 2015	£33,788
Part of Unit 2, Ground Floor, Wynyard Park Business Village	Offices	Leasehold expiring 1 July 2024	Nil – £25,000 (Nil up to 2015, subsequently increasing annually from £18,000 in 2015 up to £25,000 in 2019)

21. LITIGATION

Save as set out in this paragraph 21, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which New MJ Gleeson is aware), during the 12 months preceding the date of this Prospectus which may have, or have had in the recent past a significant effect on New MJ Gleeson and/or the Group's financial position or profitability.

21.1 Dispute with Westlecot Holme MCL

In December 2012, Westlecot Holme MCL ("Westlecot") issued proceedings alleging breaches by Gleeson Developments Limited of implied obligations under a headlease agreement dated 1 January 2005 for the land and buildings situated at Westlecot Road, Swindon, between Westlecot and Gleeson Developments Limited. In particular, Westlecot alleges that Gleeson Developments Limited failed to carry out and complete the works in accordance with the appropriate standards. Westlecot has quantified its claim at £565,104.04 (including VAT), plus interest and costs.

Proceedings were stayed while the parties attempted mediation. On 1 August 2013, Gleeson Developments Limited served its defence, in which it denied any liability. On 27 August 2013, Westlecot filed a reply to the defence. A three-day trial is listed to start on 8 December 2014. Westlecot has a contingency fee arrangement in place and has also entered into an after-the-event insurance policy with a premium, which it may seek to recover from Gleeson Developments Limited should Westlecot's claim succeed.

21.2 Dispute with Luton and Dunstable University Hospital Trust

Luton and Dunstable University Hospital Trust has issued proceedings against Old MJ Gleeson and others for alleged breach of a PFI contract dated 21 November 2000 (as amended on 16 August 2001) in respect of damage and the consequential costs resulting from an alleged damaged emergency generator cable, in relation to work carried out by a sub-contractor of Old MJ Gleeson, P.L.J. Groundworks Limited (which is also a defendant to the claim). The amount being claimed is £702,000 plus further damages, interest and legal costs.

The proceedings were stayed until October 2014 for the purposes of alternative dispute resolution. The parties are presently awaiting confirmation from the court as to whether that stay will be extended, or whether the matter will proceed to a case management conference at which directions will be given for the conduct of the remainder of the litigation.

21.3 Claims by United Utilities Water PLC

In February and March 2014, United Utilities Water PLC asserted that it has claims against Gleeson Homes North West and Gleeson Homes Ltd in relation to alleged blockage of and resultant damage to sewers caused by grout leaking from site operations at, respectively, Shepton Drive/Springfield Crescent in Huyton, and Aspull Walk in Grove Village, Manchester. United Utilities Water PLC seeks recovery of remediation costs of removing the concrete from the sewers, and all further resultant costs. In relation to Grove Village, United Utilities Water PLC states that it has commenced remediation work, and quantifies the costs to date of those works at £443,962.22, but no further particulars are given in relation to either claim. The Group is investigating both claims and is not aware of proceedings having been issued in relation to either claim.

22. RELATED PARTY TRANSACTIONS

Neither New MJ Gleeson nor Old MJ Gleeson has entered into any related party transactions (which, for these purposes, are those set out in the Standards adopted according to the Regulation (EC) No 1606/2002), except those related party transactions as set out in the accounts of Old MJ Gleeson for the periods ending 30 June 2014, 30 June 2013 and 30 June 2012 and the following transaction:

Gleeson Developments Limited has an ongoing arrangement with JDP Contracting Services Ltd ("JDP Limited"), of which Jolyon Harrison is a director. Pursuant to this arrangement, JDP Limited supplies plastic fascia units to Gleeson Developments Limited and Gleeson Regeneration Limited.

23. WORKING CAPITAL

New MJ Gleeson is of the opinion that the working capital of the Company and its subsidiaries from time to time, including the Enlarged Group from the Scheme Effective Date, is sufficient for its present requirements, that is, for at least 12 months following the date of this Prospectus.

24. COSTS AND EXPENSES OF THE PROPOSALS

The total costs and expenses of, or incidental to, the Proposals are estimated to be approximately £1.0 million (exclusive of amounts in respect of VAT), and will be borne by the Group.

25. FORM AND CURRENCY OF THE NEW ORDINARY SHARES

CREST, the computerised paperless system for settlement of sales and purchases of shares in the London securities markets, commenced operations in July 1996.

The CREST Regulations provide for the transfer of shares without stock transfer forms, and the evidencing of title to shares without share certificates, through a computer-based system and procedures which are operated by Euroclear.

The New MJ Gleeson Articles contain specific provisions to enable the New MJ Gleeson Shares to be dematerialised into a computer system, including CREST. A copy of the New MJ Gleeson Articles is available for inspection as described in paragraph 27 of this Part VII.

The Board has resolved to enable any or all of the New MJ Gleeson Shares to join CREST and, accordingly, New MJ Gleeson Shareholders will be able to hold the New MJ Gleeson Shares to which they become entitled in electronic form in an account on the CREST system or in the physical form of certificates. Each New MJ Gleeson Shareholder will be able to choose whether or not to convert his New MJ Gleeson Shares into Uncertificated form and the Registrars will continue to register written instructions of transfer and issue share certificates in respect of the New MJ Gleeson Shares held in Certificated form.

It is currently anticipated that the New MJ Gleeson Shares will be eligible to join CREST immediately upon Admission.

The New MJ Gleeson Shares will be denominated in Pounds Sterling.

26. MISCELLANEOUS

• 26.1 The New MJ Gleeson Shares are not marketed to, nor are any available for purchase in whole or in part by, the public in the United Kingdom or elsewhere in connection with their Admission to the Official List.
• 26.2 N+1 Singer Advisory LLP has given and not withdrawn its written consent to the issue of this Prospectus with the inclusion of its name in the form and context in which they are included.

27. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents may be inspected at the registered office of Old MJ Gleeson at Sentinel House, Ancells Business Park, Fleet, GU51 2U2, United Kingdom during normal business hours on any day (Saturdays, Sundays and public holidays excepted) until the close of business on the Scheme Effective Date and will also be available for inspection for 15 minutes before and during the Court Meeting and the General Meeting:

• 27.1 the Old MJ Gleeson Articles in their present form;
• 27.2 the amendments to the Old MJ Gleeson Articles to be proposed at the General Meeting;
• 27.3 the memorandum of association of New MJ Gleeson and the New MJ Gleeson Articles;
• 27.4 a document showing the differences between the Old MJ Gleeson Articles in their present form and the New MJ Gleeson Articles;

• 27.5 the New MJ Gleeson 2014 Employee Share Plans;

• 27.6 the Annual Report and Accounts of Old MJ Gleeson for the financial years ended 30 June 2014, 30 June 2013 and 30 June 2012 including the audited consolidated accounts and the independent auditors' reports for each of those financial years;

• 27.7 the Executive Directors' service agreements with Old MJ Gleeson and New MJ Gleeson and the Non-Executive Directors' letters of appointment with Old and New MJ Gleeson referred to in paragraph 11 of this Part VII;
• 27.8 the Scheme Circular; and
• 27.9 this Prospectus.

This Prospectus and the Scheme Circular are also available on the Group website at www.mjgleeson.com.

PART VIII

DEFINITIONS AND GLOSSARY

The following definitions apply throughout this Prospectus (except Parts II ('Historical Financial Information on the Group') and Part III ('Operating and Financial Review'), which contain separate definitions) unless the context otherwise requires:

"Admission"	admission of the New MJ Gleeson Shares to the premium listing segment of the Official List in accordance with the Listing Rules and the admission of the New MJ Gleeson Shares to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards published by the LSE, expected to occur at 8.00 a.m. on 19 December 2014;
"Annual General Meeting"	an annual general meeting of Old MJ Gleeson or New MJ Gleeson as the context requires;
"Audit Committee"	the Audit Committee of Old MJ Gleeson or, following the Scheme becoming effective, of New MJ Gleeson;
"Board" or "Directors"	the directors and the Proposed Directors of New MJ Gleeson whose names are set out in Part IV of this Prospectus or the directors of Old MJ Gleeson from time to time, as the context may require;
"Business Day"	any day other than a Saturday or Sunday on which banks in London are open for normal business;
"Capita Asset Services"	a trading name of Capita Registrars Limited;
"Certificated" or "in Certificated form"	in relation to a share or other security, a share or other security which is not in Uncertificated form (that is, not in CREST);
"CGT"	capital gains tax;
"Committees"	together the Audit Committee, the Nomination Committee and the Remuneration Committee, or individually as the context may require:
"Companies Act"	the UK Companies Act 2006, as amended;
"Court" or "High Court"	the High Court of Justice of England and Wales;
"Court Hearing"	the hearing of the Court, at which the Court Order is expected to be made;
"Court Meeting"	the meeting of holders of Old MJ Gleeson Shares to be held at the London offices of Instinctif Partners, 65 Gresham Street, London EC2V 7NQ, United Kingdom, at 11.00 a.m. on 26 November 2014, convened pursuant to an order of the High Court pursuant to Part 26 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme, notice of which is set out in the Scheme Circular and any adjournment thereof;
"Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act and confirming the Old MJ Gleeson Capital Reduction;

"CREST"	the computerised system for the paperless settlement of sales and purchases of securities and the holding of Uncertificated securities operated by Euroclear in accordance with the CREST Regulations;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended;
"Daily Official List"	the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange;
"Disclosure and Transparency Rules" or "DTRs"	the disclosure and transparency rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, as published by the FCA;
"Dividend in Specie"	the proposed Dividend in Specie as described in paragraph 2 of Part V of this Prospectus;
"Enlarged Group"	New MJ Gleeson and its subsidiary undertakings, including Old MJ Gleeson;
"EU"	the European Union, first established by the treaty made at Maastricht on 7 February 1992;
"Euroclear"	Euroclear UK & Ireland Limited (formally known as CRESTCo Limited), the operator of CREST;
"Executive Directors"	the executive directors of New MJ Gleeson, Jolyon Harrison and Alan Martin, whose biographies are set out in Part IV of this Prospectus;
"FCA"	the Financial Conduct Authority of the United Kingdom;
"FSMA"	the UK Financial Services and Markets Act 2000, as amended;
"GCSL"	Gleeson Construction Services Limited;
"GCSL Directors"	Alan Martin and Steven Landes;
"GCSL Intercompany Loan"	the loan of £6 million from GCSL to Old MJ Gleeson;
"General Meeting"	the general meeting of Old MJ Gleeson to be held at the offices of Instinctif Partners, 65 Gresham Street, London EC2V 7NQ at 11.15 a.m. on 26 November 2014 (or as soon as possible after the conclusion or adjournment of the Court Meeting), or any adjournment of that meeting;
"Get Britain Building"	a UK Government backed recoverable investment fund which helps housebuilders with financing, to get work started on sites that have planning permission and local support;
"Group"	(i) prior to the Scheme Effective Time, Old MJ Gleeson and its subsidiary undertakings; and
	(ii) after the Scheme Effective Time, the Enlarged Group;
"High Court"	the High Court of Justice in England and Wales;
"HMRC"	UK HM Revenue & Customs;

"IFRS"	the International Financial Reporting Standards as adopted by the EU;
"Intercompany Loan"	the intercompany loan from Old MJ Gleeson to New MJ Gleeson pursuant to the Intercompany Loan Agreement, expected to be for an amount in the region of £9.7 million;
"Intercompany Loan Agreement"	the loan agreement to be entered into on or around 23 December 2014 between New MJ Gleeson and Old MJ Gleeson, in respect of the Intercompany Loan;
"Legacy Businesses"	the building contracting and engineering businesses owned and conducted by Old MJ Gleeson and GCSL;
"Listing Rules"	the rules and regulations made by the FCA in its capacity as the UK Listing Authority under the FSMA, and contained in the UK Listing Authority's publication of the same name;
"London Stock Exchange" or "LSE"	the London Stock Exchange plc (or any successor body thereto);
"members"	members of Old MJ Gleeson on the register of members at any relevant date and "member" shall be construed accordingly;
"N+1 Singer"	the trading name of Nplus1 Singer Advisory LLP;
"New MJ Gleeson" or the "Company"	MJ Gleeson PLC, a company limited by shares incorporated in England and Wales under the Companies Act with registered number 09268016;
"New MJ Gleeson 2014 Performance Share Plan"	means the New MJ Gleeson 2014 Performance Share Plan to be adopted prior to the Scheme Effective Date, subject to obtaining the approval of Old MJ Gleeson Shareholders and the Scheme becoming effective;
"New MJ Gleeson 2014 Group Share Purchase Plan"	means the New MJ Gleeson 2014 Group Share Purchase Plan to be adopted prior to the Scheme Effective Date, subject to obtaining the approval of Old MJ Gleeson Shareholders and the Scheme becoming effective;
"New MJ Gleeson Articles"	the articles of association of New MJ Gleeson at the date of the Prospectus;
"New MJ Gleeson Capital Reduction"	the proposed reduction of New MJ Gleeson's share capital (to be carried out by way of court approved procedure under the Companies Act) in order to create distributable reserves, expected to be carried out after the Scheme becomes effective, under the Companies Act;
"New MJ Gleeson Employee Share Plans"	means the New MJ Gleeson 2014 Performance Share Plan and the New MJ Gleeson 2014 Group Share Purchase Plan;
"New MJ Gleeson Redeemable Shares"	means the 50,000 redeemable non-voting preference shares of 100 pence each in the capital of New MJ Gleeson issued on incorporation of New MJ Gleeson;
"New MJ Gleeson Shareholder"	a holder of New MJ Gleeson Shares from time to time;
"New MJ Gleeson Shares"	the ordinary shares of 146 pence each (or such nominal value as New MJ Gleeson shall determine on or prior to the date at which

	the High Court is asked to sanction the Scheme) in the capital of New MJ Gleeson, to be issued pursuant to the Scheme;
"New Shares"	the ordinary shares of 2 pence each in the capital of Old MJ Gleeson to be issued to New MJ Gleeson pursuant to the Scheme;
"Nomination Committee"	the Nomination Committee of Old MJ Gleeson or, following the Scheme becoming effective, of New MJ Gleeson;
"Non-Executive Directors"	the non-executive directors of Old MJ Gleeson, as at Admission, or the non-executive directors of New MJ Gleeson from time to time, as the context requires;
"Non-Legacy Business"	the business of the Group as at the date of this document, excluding the Legacy Businesses;
"Official List"	the Official List of the UK Listing Authority;
"Old MJ Gleeson"	M J Gleeson Group Public Limited Company, a public limited company incorporated in England and Wales with registered number 00479529;
"Old MJ Gleeson Articles"	the articles of association of Old MJ Gleeson at the date of this Prospectus;
"Old MJ Gleeson Capital Reduction"	the reduction of Old MJ Gleeson's share capital associated with the cancellation and extinguishing of the Scheme Shares provided for by the Scheme and under section 641 of the Companies Act;
"Old MJ Gleeson Employee Share Plans"	means the Old MJ Gleeson Group plc Performance Share Plan (adopted on 14 December 2007 and amended on 13 December 2013) and the Old M J Gleeson Group Share Purchase Plan (adopted on 9 January 2002);
"Old MJ Gleeson Group Performance Share Plan"	means the Old MJ Gleeson Group plc Performance Share Plan adopted on 14 December 2007 and amended on 13 December 2013;
"Old MJ Gleeson Group Share Purchase Plan"	means the Old MJ Gleeson Share Purchase Plan adopted on 9 January 2002, which will continue to operate in respect of existing awards under the Old MJ Gleeson Share Purchase Plan;
"Old MJ Gleeson Shareholder"	a holder for the time being of Old MJ Gleeson Shares (other than New MJ Gleeson);
"Old MJ Gleeson Shares"	the ordinary shares of 2 pence each in the share capital of Old MJ Gleeson;
"Ordinary Subscriber Shares"	the subscriber ordinary shares with a nominal value of £1.00 each in the capital of New MJ Gleeson;
"Overseas Shareholders"	Old MJ Gleeson Shareholders who are resident in, ordinarily resident in, or citizens or nationals of, jurisdictions outside the United Kingdom;
"Pounds", "£" or "sterling"	pounds sterling, the lawful currency of the UK;
"Proposals"	collectively, the Scheme, New MJ Gleeson Employee Share Plans, the Reorganisation and the New MJ Gleeson Capital Reduction;

"Proposed Directors"	Dermot Gleeson, Ross Ancell, Colin Dearlove and Christopher Mills, who will become Non-Executive Directors of New MJ Gleeson on Admission;
"Prospectus"	this document;
"Prospectus Rules"	the rules and regulations made by the FCA in its capacity as the UK Listing Authority under Part VI of the FSMA, and contained in the UK Listing Authority's publication of the same name;
"Redeemable Shares"	means the 50,000 redeemable non-voting preference shares of 100 pence each in the capital of New MJ Gleeson, issued on Incorporation of New MJ Gleeson;
"Registrar of Companies"	the Registrar of Companies in England and Wales;
"Registrars"	Capita Asset Services, The Registry Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU;
"Remuneration Committee"	the Remuneration Committee of Old MJ Gleeson or, following the Scheme becoming effective, of New MJ Gleeson;
"Reorganisation"	the proposed internal reorganisation of the Group to take place following the Scheme Effective Date (including the Dividend in Specie);
"RIS"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act between Old MJ Gleeson and holders of Scheme Shares including any modification, addition or condition approved by the High Court, details of which are set out in the Scheme Circular;
"Scheme Circular"	the circular dated 4 November 2014 sent to holders of Old MJ Gleeson Shares containing details of the Proposals;
"Scheme Effective Date"	the date the Scheme becomes effective in accordance with its terms, expected to be 18 December 2014;
"Scheme Effective Time"	the time at which the Scheme becomes effective on the Scheme Effective Date;
"Scheme Record Time"	6.00 p.m. London time on 17 December 2014, the Business Day immediately preceding the date of the Court Hearing;
"Scheme Shareholder(s)"	a holder of Scheme Shares;

"Scheme Shares"	(i)	all Old MJ Gleeson Shares in issue at the date of the Scheme and remaining in issue at the Scheme Record Time;
	(ii)	all additional (if any) Old MJ Gleeson Shares issued after the date of this Scheme and prior to the Voting Record Time and remaining in issue at the Scheme Record Time; and
	(iii)	all further (if any) Old MJ Gleeson Shares issued after the Voting Record Time and remaining in issue at the Scheme Record Time in respect of which the original or any subsequent holder shall be bound or shall have agreed in writing by such time to be bound by the Scheme;
		excluding in each case any Old MJ Gleeson Shares held by New MJ Gleeson;
"SDRT"		stamp duty reserve tax;
"SEC"		the US Securities and Exchange Commission;
"Securities Act"		the United States Securities Act of 1933, as amended;
"Senior Manager"		Scott Chamberlin;
"Shareholder"		a registered holder of Old MJ Gleeson Shares or New MJ Gleeson Shares, as the context requires;
"Standards"		the current edition of the Admission and Disclosure Standards produced by the London Stock Exchange;
"subsidiary" or "subsidiary undertaking"		has the meaning given in the Companies Act;
"Takeover Code"		the City Code on Takeovers and Mergers in the United Kingdom;
"Trading Cancellation"	2014;	the cancellation by the FCA of the listing of the Old MJ Gleeson Shares on the Official List and the removal of the Old MJ Gleeson Shares from trading on the London Stock Exchange's main market for listed securities, expected to occur at 8.00 a.m. on 19 December
"UK" or "United Kingdom"		the United Kingdom of Great Britain and Northern Ireland;
"UK Corporate Governance Code"		the UK Corporate Governance Code published by the Financial Reporting Council;
"UK Listing Authority"		the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the Admission to the Official List otherwise than in accordance with Part VI of FSMA;
"UK Takeover Panel"		the Panel on Takeovers and Mergers which issues and administers the Takeover Code;
"Uncertificated" or "in Uncertificated form"		in relation to a share or other security, a share or other security title to which is recorded on the relevant register of the share or security concerned as being held in Uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America;
"US Investment Company Act"	the United States Investment Company Act of 1940, as amended;
"VAT"	value added tax; and
"Voting Record Time"	6.00 p.m. on 24 November 2014 or, if the Court Meeting or General Meeting are adjourned, 6.00 p.m. on the date which is two days before the date of such adjourned Meeting.

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