Travis Perkins PLC — Capital/Financing Update 2014

Sep 11, 2014

TRAVIS PERKINS PLC

(incorporated with limited liability in England and Wales with registered number 824821)

£250,000,000 4.375 per cent. Guaranteed Notes due 2021

guaranteed by

CCF Limited, City Plumbing Supplies Holdings Limited, Keyline Builders Merchants Limited, PTS Group Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited, Wickes Building Supplies Limited and Wickes Limited

Issue Price: 99.717 per cent.

The £250,000,000 4.375 per cent. Guaranteed Notes due 2021 (the "Notes") will be issued by Travis Perkins plc and guaranteed by CCF Limited, City Plumbing Supplies Holdings Limited, Keyline Builders Merchants Limited, PTS Group Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited, Wickes Building Supplies Limited and Wickes Limited (the "Guarantee" and the "Guarantors", respectively). Interest on the Notes is payable annually in arrear on 15 September in each year. Payments on the Notes will be made without deduction for or on account of taxes of the United Kingdom to the extent described under "Terms and Conditions of the Notes — Taxation".

The Notes mature on 15 September 2021 but may be redeemed in whole before then at the option of the Issuer at any time after the Issue Date at the relevant redemption amount described under "Terms and Conditions of the Notes – Redemption and Purchase". The Notes are also subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the United Kingdom. In addition, upon the occurrence of certain change of control events which lead to negative action being taken by any relevant credit rating agencies, each Noteholder shall have the option to require the Issuer to redeem or purchase the Notes of such holder at a cash purchase price equal to the principal amount thereof plus accrued interest. See "Terms and Conditions of the Notes — Redemption and Purchase".

The Notes will constitute direct, unconditional and (subject to Condition 3 of the terms and conditions of the Notes (the "Conditions")) unsecured obligations of the Issuer and the Guarantee will constitute senior unsecured obligations of the Guarantors. See "Terms and Conditions of the Notes — Guarantee and Status".

Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (the "UK Listing Authority") for the Notes to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's Regulated Market (the "Market"). References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.

The denominations of the Notes shall be £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000. The Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be issued in new global note ("NGN") form and will be delivered on or prior to 15 September 2014 to a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable for interests recorded in the records of Euroclear and Clearstream, Luxembourg in a permanent global note (the "Global Note"), without interest coupons, on or after a date which is expected to be 25 October 2014, upon certification as to non-U.S. beneficial ownership. The Global Note will be exchangeable for definitive Notes in bearer form in denominations of £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000, not less than 60 days following the request of the Issuer or the holder in the circumstances set out in it. No definitive Notes will be issued with a denomination above £199,000. See "Overview of Provisions relating to the Notes while in Global Form".

The Notes will be rated BB+ by Standard & Poor's Credit Market Services Europe Limited ("S&P"). S&P is established in the EU and registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.

Joint Lead Managers

BARCLAYS LLOYDS BANK THE ROYAL BANK OF SCOTLAND

Co-Managers

HANDELSBANKEN CAPITAL MARKETS MUFG

SANTANDER GLOBAL BANKING & MARKETS

This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus Directive") and for the purpose of giving information with regard to Travis Perkins plc (the "Issuer"), the Issuer and its subsidiaries and affiliates taken as a whole (the "Group"), CCF Limited, City Plumbing Supplies Holdings Limited, Keyline Builders Merchants Limited, PTS Group Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited, Wickes Building Supplies Limited and Wickes Limited (the "Guarantors" and each a "Guarantor") and the £250,000,000 4.375 per cent. Guaranteed Notes due 2021 (the "Notes") which, according to the particular nature of the Issuer, the Guarantors and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the Guarantors and of the rights attaching to the Notes. The Issuer and the Guarantors accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantors (each of which has 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.

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference (see "Documents Incorporated by Reference").

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantors or the Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantors and the Managers to inform themselves about and to observe any such restrictions.

For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see "Subscription and Sale" below.

No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors or the Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement made, or purported to be made, by a Manager or on its behalf in connection with the Issuer, the Guarantors, or the issue and offering of the Notes. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement.

Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantors, any of the Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantors.

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it: (i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio; (iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor's currency; (iv) understands thoroughly the terms of the Notes and is familiar with the financial markets; and (v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Prospective investors whose investment activities are subject to investment laws and regulations or to review or regulation by certain authorities may be subject to restrictions on investments in certain types of debt securities. Prospective investors should review and consider such restrictions prior to investing in the Notes. Prospective investors should consider the tax consequences of investing in the Notes and consult their own tax advisers with respect to the acquisition, sale and redemption of the Notes in light of their personal situations.

The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.

Unless otherwise specified or the context requires, references to "sterling", "pounds sterling" and "£" are to the currency of the United Kingdom and "US dollars" and "US\$" are to the lawful currency of the United States of America.

In connection with the issue of the Notes, The Royal Bank of Scotland plc (the "Stabilising Manager") (or any person acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

FORWARD-LOOKING STATEMENTS

This Prospectus and the information incorporated by reference in this Prospectus include certain "forwardlooking statements". Statements that are not historical facts, including statements about the beliefs and expectations of the Issuer, the Guarantors and their respective subsidiaries and their respective directors or management, are forward-looking statements. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forwardlooking statements but are not the exclusive means of identifying such statements. By their nature, forwardlooking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur, many of which are beyond the control of the Issuer and the Guarantors and all of which are based on their current beliefs and expectations about future events. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Issuer or any Guarantor, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Issuer, the Guarantors and their respective subsidiaries and the environment in which they will operate in the future. These forward-looking statements speak only as at the date of this Prospectus.

Except as may be required by any applicable law or regulation, the Issuer and each Guarantor expressly disclaim any obligations or undertakings to release publicly any updates or revisions to any forward-looking statements contained in this Prospectus or incorporated by reference into this Prospectus to reflect any change in the expectations of the Issuer or any Guarantor with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

FORWARD-LOOKING STATEMENTS iv
RISK FACTORS 1
DOCUMENTS INCORPORATED BY REFERENCE 12
OVERVIEW OF TERMS AND CONDITIONS OF THE NOTES 14
TERMS AND CONDITIONS OF THE NOTES 18
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM 32
DESCRIPTION OF THE ISSUER AND THE GROUP 35
DESCRIPTION OF CCF LIMITED 52
DESCRIPTION OF CITY PLUMBING SUPPLIES HOLDINGS LIMITED 54
DESCRIPTION OF KEYLINE BUILDERS MERCHANTS LIMITED 56
DESCRIPTION OF PTS GROUP LIMITED 59
DESCRIPTION OF TRAVIS PERKINS PLUMBING & HEATING LLP 61
DESCRIPTION OF TRAVIS PERKINS (PROPERTIES) LIMITED 63
DESCRIPTION OF TRAVIS PERKINS TRADING COMPANY LIMITED 65
DESCRIPTION OF WICKES BUILDING SUPPLIES LIMITED 67
DESCRIPTION OF WICKES LIMITED 69
USE OF PROCEEDS 71
TAXATION 72
SUBSCRIPTION AND SALE 76
GENERAL INFORMATION 78

RISK FACTORS

The Issuer and the Guarantors believe that the following factors may affect their ability to fulfil their obligations under the Notes. All of these factors are contingencies which may or may not occur and neither the Issuer nor any Guarantor is in a position to express a view on the likelihood of any such contingency occurring.

Factors which the Issuer and the Guarantors believe may be material for the purpose of assessing the market risks associated with the Notes are also described below.

Each of the Issuer and the Guarantors believe that the factors described below represent the principal risks inherent in investing in the Notes, but the Issuer or the Guarantors may be unable to pay interest, principal or other amounts on or in connection with the Notes for other reasons, and none of the Issuer or the Guarantors represent that the statements below regarding the risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

Factors affecting the Group's ability to fulfil its obligations under the Notes

The Group's business is affected by macroeconomic conditions in the United Kingdom

The Group's products are sold to businesses, tradesmen and retail customers for a broad range of end uses in the building materials market in the UK. The Group's markets are cyclical in nature and the performance of those markets is affected by general economic conditions in the United Kingdom as well as a number of specific drivers of construction, repair, maintenance and improvement projects ("RMI") and Do-It-Yourself ("DIY") activity, including housing transactions, net disposable income, the timing and nature of government initiatives to stimulate economic and housing activity, house price inflation, consumer confidence, mortgage and interest rates and unemployment.

The UK economy has recently entered a period of growth having been severely impacted by illiquidity both in the domestic and the global financial system since August 2007. Although a number of key economic indicators have improved significantly, it is not possible to predict accurately the duration of current market trends. It is also not possible to provide any assurances that current market conditions will not weaken.

Negative or uncertain economic conditions could affect the confidence levels of the Group's customers in the general economic outlook, which could significantly reduce their propensity to purchase products and services from the Group's businesses. This could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group operates in a competitive environment and it may not be able to compete effectively

The sectors and markets in which the Group operates are highly competitive. The principal competitive factors are convenience of location, product availability and range, delivery services, pricing strategies, customer service, availability of credit, technical product knowledge with respect to application and usage and advisory capabilities.

The Group competes with a wide variety of building product suppliers including manufacturers, builders' merchants and retailers of varying sizes. It faces increased competition from existing general and specialist merchants together with retailers, regional merchants, independents and web based traders. The Group's success will depend, in part, on its ability to continue to gain market share from its competitors.

Market trends, particularly in respect of customers' preferences for purchasing materials through a range of supply channels, and not just through the Group's traditional competitors, may affect the Group's performance by making traditional branch based operations less relevant. The Group faces the risk of new entrants to any of its markets, including from businesses currently operating outside the industry or only in overseas markets. There is also a risk that competitive pressures could be exacerbated by factors such as disintermediation due to manufacturers distributing products directly to end users.

Actions taken by competitors, as well as actions taken by the Group to maintain its own competitiveness and reputation for value for money, have placed, and may continue to place, pressure on product pricing, gross margins and profitability. Some competitors may have access to some or all of the following: greater financial resources, greater purchasing economies and lower cost bases, any of which may give them a competitive advantage and may adversely impact the Group's sales or profits.

Competitive conditions can be particularly acute in markets where demand is limited when market participants increase pricing pressure through promotional activities to maintain or increase their sales volume and market share. No assurance can be given that the Group will be able to respond effectively to such competitive pressures. Increased competition by existing and/or future competitors could result in reductions in sales, prices, volumes and gross margins that could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group may not achieve the growth plans contemplated in its strategic business plan

The Group's strategic plans are predicated on the continued expansion of its UK branch network. Large-scale acquisitions by the Group of businesses in its existing UK markets are unlikely due to the concerns of the United Kingdom Competitions and Markets Authority to ensure competitive markets. Therefore, the Group is likely to rely on developing smaller scale opportunities in new catchment areas or within existing sites, or on expanding into adjacent markets in which it does not have a presence. However, there is no guarantee that suitable locations will be found, or if they are, that the opportunities will afford the anticipated levels of profitability and cash flows, which could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group also needs to ensure that funding is available to support its strategic plans. The Group has historically been reliant on the banking sector for funding, a market that has contracted in recent years and which may continue to contract in the future. The Group's ability to access liquidity to fund its business in the longer term may be affected during periods of tight credit conditions or the absence of funds at a reasonable cost. The availability and cost of debt finance can influence the Group's opportunities to develop its business and expand its branch network, which could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group is subject to innovation risks

The emergence of new technologies is driving rapid change in some of the Group's markets. The Group has to keep pace with these changes and integrate new technologies and services into its product offer, in order to respond effectively to customers' needs.

The Group believes that its own brand products offer potentially significant commercial opportunities. The Group is investing in these brands and related supply and distribution networks, but there can be no assurance that these brands will generate sufficient sales volumes to match the Group's expected long-term return on investment. Furthermore, whilst the Group takes all reasonable steps to ensure products marketed under its own brand labels do not infringe third party intellectual property rights, it is possible that a third party might claim such an infringement. As such, the Group could be subject to litigation and may have to cease trading in such goods. These effects could have an adverse impact on the Group's financial results.

The increased investment in own brands increases the risk of reputational damage if a significant product or services failure occurs as a result of design, manufacture or installation issues.

The Group's sales and operating margin may be affected if the Group's products do not adequately respond to customers' needs because it is unable to invest in appropriate technologies or rapidly bring new products to market, or if competing products are introduced. Online trading is increasing in the retail and small tradesman's market. The Group is developing new platforms in three of its four divisions to enable it to compete online. However, there is no guarantee that the Group will be successful in maintaining its market share. This could in turn have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

Changes in government policy on public sector spending may have an adverse impact on the Group's business

For the year ended 31 December 2013, 22 per cent. of the Group's turnover was derived from public sector related expenditure. Any changes in government policy that decreases UK public sector spending, redirects material purchasing directly towards the manufacturers, or otherwise restricts the awarding of government contracts could lead to a reduction in the Group's turnover and have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group's business may be affected by the outcome of the Scottish referendum on independence from the United Kingdom

A referendum is planned in Scotland in September 2014 in relation to a proposal for independence from the United Kingdom. If the result of the referendum is a vote in favour of independence, there can be no assurance that Scotland will be permitted or will choose to continue to use sterling as its lawful currency for the term of the Notes. If this is the case, parts of the business of the Group would be subject to currency risk in relation to transactions between Scotland and the rest of the UK and there would be no guarantee that the Group would be able to procure hedging for this risk, which may result in the cashflows for the Group being adversely affected.

Suppliers may not continue to supply products to the Group on commercially acceptable terms or at all

The Group distributes heavy building materials, timber, forest products, plumbing and heating equipment, lightside products, kitchens and bathrooms, ventilation products, tools and industrial supplies sourced from a number of suppliers. The ability of the Group to supply those products to their customers depends on their ability to procure them from suppliers.

The Group is the largest customer of many of its suppliers. The Group's top 10 suppliers accounted for approximately 30 per cent. of the Group's purchases of goods for resale by value in the six months ended 30 June 2014, although no single supplier accounted for more than 5 per cent. of the total material purchases by value.

The Group could experience product shortages if suppliers are unable to meet their supply obligations due to either economic or operational factors, such as, but not limited to, unexpected demand, production difficulties or plant closures. Alternative sourcing may be available, but the volumes required and the time it may take alternative suppliers to increase production could result in significant stock-outs for some considerable time. If the Group is unable to obtain the required volume of products from suppliers, either at all or on commercially acceptable terms, it could reduce sales and so have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group is exposed to political risks associated with purchases from outside the UK and a change in policy (such as the imposition of import and/or export quotas, import and/or export tariffs and anti-dumping legislation) of the UK Government, the European Union and/or the government of the market of the product supplier. The imposition of such measures could increase the Group's costs or reduce its ability to offer certain products to customers which could adversely affect the Group's future prospects, financial condition and/or results of operations.

The Group is exposed to credit and counterparty risk

The Group has a large portfolio of customers to whom it provides short–term credit with the Group carrying the associated credit risk. The Group also has supply arrangements with suppliers, which can result in them owing it significant rebates. As such, the Group is exposed to the risk of credit default, which may increase if economic conditions deteriorate. Any increase in credit risk could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

Changing commodity prices may adversely affect the Group's future prospects, financial condition and/or results of operations

The market price and availability of commodities contained in the products the Group distributes, such as oil, gypsum, cement, steel, aluminium, copper, zinc, and nickel alloys, as well as fuel used for the distribution and transportation of the products, can fluctuate, and has fluctuated, rapidly and significantly. These fluctuations may adversely affect the Group's results of operations.

Increases in raw material and overhead costs may increase operating costs and reduce operating profits. To maintain its profitability the Group will seek to increase the prices of the goods it sells. There can be no assurance that the Group will be able to raise its prices to reflect operating cost increases in future, which may adversely affect the Group's future prospects, financial condition and/or results of operations.

The Group is exposed to the risk of market price reductions for the products it buys. During inflationary pricing periods, the Group is often able to anticipate future price increases, overstock while prices are at lower levels and then sell those stocks at the higher market prices prevailing after supplier price increases. Historically such gains have accounted for a portion of the Group's profits. However, during deflationary pricing periods, to the extent that the Group holds significant inventory of commodity products, the Group may not be able to sell them at the prices previously achieved or at a price above which they were bought, which may adversely affect the Group's future prospects, financial condition and/or results of operations.

Interruption or failure of the Group's information technology ("IT") systems could damage its business and adversely affect its ability to trade

The efficient operation and management of the Group's business relies heavily on a wide range of complex IT systems, both in terms of the availability of hardware and the efficient and effective operation of software. The fast pace of technology advances together with the rapid expansion of the Group has resulted in an increasing demand for IT services, particularly as the Group develops new capabilities to supply products through new channels such as online based ordering.

If the availability of the required IT resource reduces, it could result in development programmes being delayed or new IT systems and change management systems not being successfully implemented. This may lead to an IT environment that is inadequate to support the needs and objectives of the Group's business.

Increasing levels of cyber-crime represents a significant threat to the Group due to the Group's dependence upon its IT systems either due to the disruption of those systems or the theft and consequential misuse of confidential data. Such crime is usually sophisticated in nature and can be very difficult to prevent and/or identify.

A significant performance failure of the Group's IT systems for a significant period (either through deliberate acts or through accidental failure) could lead to loss of control over critical business systems and/or information. Such failures could result in an adverse impact on the ability of the business to operate effectively and/or fulfil its legal or contractual obligations, which may in turn lead to a loss of custom, revenue and profitability and the incurring of significant consequential and remedial costs. Furthermore, the Group could incur liabilities due to breaching data protection laws or sanctions by credit card issuers following the loss of credit card data. These impacts could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

Major incidents at the Group's distribution centres could damage its business

The Group distributes products from a number of major distribution centres, warehouses and timber supply centres. Although each site has fire-detection and alarm systems and a business continuity plan, the loss of any single distribution centre, warehouse or supply centre through fire or other major incident could have a material effect on the availability of products in the Group's trade and retail outlets. If the Group's disaster recovery procedures do not mitigate the harm that may result from such disruption, it could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group's operations could be adversely affected by unusual weather conditions

The building materials industry provides customers with products used largely in construction and RMI. These activities generally reduce during periods of inclement weather, and, as a result, the Group's operations can be characterised by weather-affected fluctuations in demand. Deliveries and service levels may also be affected by severe weather. Prolonged periods of poor weather can adversely affect the Group's future prospects, financial condition and/or results of operations.

Products are purchased from a number of overseas markets, which exposes the Group to exchange rate risk

The Group sources a proportion of its stock purchases either directly from overseas suppliers who invoice principally in US dollars, but also in other currencies and in sterling, or from UK-based suppliers who source these products from overseas suppliers and who may seek to pass on the exchange rate risk to the Group through higher prices. The Group's trading exposures denominated in overseas currency are reduced by using currency forward contracts. The Group's policy is to purchase forward contracts to cover an average of 50 per cent. of the value of its anticipated directly sourced currency denominated purchases 12 months forward.

The Group's currency hedging strategy may not adequately protect the Group's operating results from the effects of currency rate fluctuations or may limit any benefit that they might otherwise receive from favourable movements in currency rates. In addition, the Group's currency hedging strategies may not be as effective as those of its competitors, which could result in them being able to sell products more cheaply than the Group is able to sell the same products. As such, the Group's future prospects, financial condition and/or results of operations could be adversely affected by exchange rate movements.

The Group's borrowings are subject to varying interest rates, which could have a material adverse effect on its business

The Group has currently chosen not to enter into interest rate derivative products to fix the rate of interest on its borrowings and as such at 30 June 2014 it had approximately £234 million of variable rate debt which is exposed to variations in interest rates. An increase in the short-term London Interbank Offered Rate interest rates of 1 per cent. or a 1 per cent. increase in the margins on which finance can be obtained, would increase the Group's financing costs on the unhedged debt by approximately £2 million and, consequently, adversely affect the future prospects, financial condition and/or results of operations of the Group.

The Group may fail to retain the existing senior management team and skilled persons, attract new personnel with the requisite skill set or develop existing employees

The ability to recruit, retain and motivate suitably qualified staff is an important driver of the Group's overall performance. The strength of the Group's customer proposition is underpinned by the quality of people working throughout the Group. Many of them have worked for the Group for some time, during which they have gained valuable knowledge and expertise.

The Group faces intense competition for the best people from other companies and organisations. There may at any time be shortages in the availability of appropriately skilled people at all levels both within and outside the Group, and these shortages may have a negative effect on its business. The loss of such personnel, or the inability to attract and retain new highly skilled employees could have an adverse effect on the Group's business and prospects.

The Group's success depends, to a significant extent, on the continued services of its senior management team, which has substantial knowledge of, and experience and expertise in, the industry. The members of the senior management team contribute to the Group's ability to obtain, generate, manage and develop opportunities. There is no guarantee that any of the senior management team will remain employed by the Group. The loss of services of key members of the senior management team could have an adverse effect on the future prospects, financial conditions and/or results of operations of the Group.

An unexpectedly high increase in contributions to the Group's pension schemes could materially reduce the availability of cash to the Group

The Group operates three defined benefit schemes each of which is closed to new members. At 31 December 2013, the combined accounting gross deficit of the three schemes, after allowing for the minimum funding schedule of contributions, was £71 million (2012 restated: £126 million).

The Group has agreements with the scheme trustees to make deficit recovery payments to each of its schemes. The agreements are renewed every three years during the process of agreeing the triennial actuarial valuations. The nature of a defined benefit pension scheme means that the funding levels can fluctuate due to the nature of the assumptions made and to factors outside the Group's control, each of which could increase the combined deficit in the schemes. These assumptions and factors include investment returns, discount rates for valuing liabilities, life expectancy and inflation rates. As a result, it is not possible to predict accurately the future funding level of the Group's defined benefit pension schemes, deficit-reduction periods, employer cash contribution obligations or accounting charges with any degree of certainty. If future payments increase substantially above current levels it could reduce the availability of cash for other purposes and have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group is subject to evolving laws, regulations, standards and best practices in respect of sustainability, health and safety management and other areas, which may give rise to increased ongoing, remediation and compliance costs

The Group is subject to a broad range of existing and evolving governance, environmental, health and safety and other laws, regulations, standards and best practices which affect the way the Group operates and give rise to significant compliance costs, potential legal liability exposure and potential limitations on the development of the Group's operations. These laws, regulations, standards and best practices relate to, amongst other things, climate change, sustainability, noise, emissions to air, water and soil, product safety, the use and handling of hazardous materials, waste disposal practices and the health and safety of the all those who come into contact with the Group's operations. In addition, building codes may affect the products that the Group's customers are permitted to use, and consequently, changes in building codes may affect the saleability and marketability of the Group's products.

Given the above, the risk of increased environmental and other compliance costs and unplanned expenditure is inherent in the Group's business and the impact of future developments in these respects on the Group's activities, products, operations, profitability and cash flow cannot be estimated; there can therefore be no assurance that liabilities and costs will not be incurred in the future.

The Group has high insurance deductibles and may have under provided for any losses

The Group has insurance policies in place with deductibles that are normal for a business of its size and type. The nature of insurance claims is that they frequently take many years to fully crystallise, therefore the Board have to estimate the value of provisions to hold in the balance sheet in respect of historic claims. Using estimates prepared by the Group's insurance advisers, at 31 December 2013, provisions of £29.9 million were included in the balance sheet for unsettled claims within the Group's deductible allowance. To the extent that the estimates are inaccurate, the Group may be underprovided in respect of claims, which could result in an adverse effect on the Group's results of operations and on cash flows, which could adversely affect future prospects and/or financial condition.

The Group's reputation, future prospects or results of operations may be materially adversely affected by negative publicity, claims or litigation

Litigation, including that related to product liability, asbestos, environmental pollution or contamination or health and safety, may have a material adverse impact on the Group's future prospects, financial condition and/or results of operations, and the Group's insurance cover may not be adequate.

The Group relies heavily on manufacturers and other suppliers to provide it with the products it sells. As the Group has no direct control over the quality of the products manufactured or supplied by such third-party suppliers, it is exposed to risks relating to the quality of the products it distributes. If a product sold does not conform to agreed specifications, is otherwise defective and/or causes a loss or accident, the Group may be subject to reputational damage or claims by its customers arising from defects, injury to individuals or other such claims. The products sold by the Group are covered by warranties given by suppliers from whom the goods are bought. These warranties are then passed on by the Group to its customers. If any of these suppliers ceases to trade, is uninsured or otherwise is unable or unwilling to fund a claim by the Group under the warranties, then any liabilities for product warranties could rest with the Group.

Some Group companies up to the 1970s included asbestos-based products in their product ranges. On occasions when handling these products, employees may have been exposed to the potentially harmful effects of asbestos, with the result that their health may have suffered. On occasion, some Group employees worked in locations where they may have been exposed to the potentially harmful effects of asbestos with the result that their health may have suffered. Occasionally, the Group receives a claim for damages from a former employee, or from his or her estate, in respect of their ill-health. For most cases where liability is proven against the Group, the claim is paid by the insurers of the employing company at the time the exposure to asbestos occurred. However, occasionally, where, due to the passage of time and the lack of records, particularly for companies subsequently acquired by the Group, it is not possible to identify the insurer, the Group may be directly liable for settling the claim.

Historically, the level of such claims has not been material either individually or in aggregate and the Board currently has no reason to believe that the situation will change. However, if there was a significant increase in the number of such claims for which insurance cover could not be traced, the future prospects, financial condition and/or results of operations of the Group could be adversely affected.

The Group's property portfolio includes properties of various ages and a number of its properties were constructed in areas that have historically been the subject of commercial or industrial use. It is possible that on-site pollution or contamination could have been caused by any such previous uses or in limited circumstances by current uses, for which the Group could be held liable. Although the Board is not aware of any relevant liability, claims or actions, a claim or regulatory action against the Group for pollution or contamination could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

Any litigation carries an inherent risk of an adverse outcome. Any successful claim, including product liability, asbestos or environmental claim, could have an adverse effect on the Group's future prospects, financial condition and/or results of operations. In addition, even if the Group successfully defends any such claim, claims of this nature could have a negative impact on customer confidence in its products and on the Group itself.

The Group's exposure to the risks associated with leased property and any variations to the terms of such leases may have an adverse effect

Most of the Group's branch portfolios are held through leasehold interests, which are generally subject to periodic rent reviews, lease expiries and renegotiations. As a result, the Group is susceptible to changes in the property rental market, such as increases in market rents. Any such rental increases may negatively affect the Group's operating margins and could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

The Group is subject to taxation risks

The Group is subject to the tax laws of the United Kingdom. These laws are complex and subject to different interpretations by taxpayers and tax authorities. When establishing tax provisions, the Directors make a number of judgements and interpretations about the application and interaction of these laws. Changes in these tax laws or in their interpretation could affect the Group's effective tax rate and the results of operations in a given period and could have an adverse effect on the Group's future prospects, financial condition and/or results of operations.

Furthermore, it is possible that because of changes in Government legislation in the Finance Act 2014 later in 2014, the Group will have to pay approximately £50 million in corporation tax to H M Revenue & Customs in respect of an uncertain tax position outlined on page 26 of the 2013 Annual Report.

Risks relating to the Notes

Risk of early redemption

The optional redemption feature of the Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Denomination involves integral multiples

The denominations of the Notes shall be £100,000 and integral multiples of £1,000 in excess thereof. Therefore, it is possible that the Notes may be traded in the clearing systems in amounts in that are not integral multiples of £100,000. In such a case, a Noteholder who, as a result of trading such amounts, holds a principal amount of less than £100,000 will not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more denominations.

If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of £100,000 may be illiquid and difficult to trade.

Modification, waivers and substitution

The Conditions and the Trust Deed contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Conditions and the Trust Deed also provide that the Trustee may, without the consent of the Noteholders, agree to (i) certain modifications of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed, or (ii) the substitution of certain other entities in place of the Issuer or any Guarantor as principal debtor or guarantor under the Notes, as the case may be, in the circumstances described in the Trust Deed and the Conditions.

EU Directive on the Taxation of Savings Income

EC Council Directive 2003/48/EC on the taxation of savings income (the "Savings Directive") requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entity established, in that other EU Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. The Luxembourg government has announced its intention to elect out of the withholding system in favour of an automatic exchange of information with effect from 1 January 2015. A number of non-EU countries and territories have adopted similar measures.

The Council of the European Union has adopted a Directive (the "Amending Directive") which will, when implemented, amend and broaden the scope of the requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017.

If a payment were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, neither the Issuer nor any Paying Agent (as defined under the Conditions) nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. Furthermore, once the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances than at present, as explained above.

The Issuer is required to maintain a Paying Agent with a specified office in an EU Member State that is not obliged to withhold or deduct tax pursuant to any law implementing the Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000, which may mitigate an element of this risk if the Noteholder or Couponholder is able to arrange for payment through such a Paying Agent. However, investors should choose their custodians and intermediaries with care, and provide each custodian and intermediary with any information that may be necessary to enable such persons to make payments free from withholding and in compliance with the Savings Directive.

Investors who are in any doubt as to their position should consult their professional advisers.

Change of law

The Conditions are based on English law in effect as at the date of issue of the Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the Notes.

Risks related to the market generally

Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally

The Notes will have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer and the Guarantors. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Illiquidity may have an adverse effect on the market value of the Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in pounds sterling. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than pounds sterling. These include the risk that exchange rates may significantly change (including changes due to devaluation of the pound or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the pound would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in the Notes (being fixed rate investments) involves the risk that if market interest rates subsequently increase above the rate paid on the Notes, this will adversely affect the value of the Notes.

Credit ratings may not reflect all risks

The Notes will be rated BB+ by Standard & Poor's Credit Market Services Europe Limited, and one or more other independent credit rating agencies may assign credit ratings to the Notes at any point in the future. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

The clearing systems

The Notes may be represented by one or more global Notes. Such global Notes will be deposited with a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the Global Note, investors will not be entitled to receive definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the global Notes. While the Notes are represented by one or more global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg.

While the Notes are represented by one or more global Notes, the Issuer and the Guarantors will discharge their payment obligations under the Notes by making payments to the Principal Paying Agent in accordance with the instructions of the Common Safekeeper for onward payment to Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer and the Guarantors have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the global Notes.

Holders of beneficial interests in the global Notes will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies. Similarly, holders of beneficial interests in the global Notes will not have a direct right under the global Notes to take enforcement action against the Issuer or the Guarantors in the event of a default under the Notes but will have to rely upon their rights under the Trust Deed.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the audited consolidated financial statements of the Group for the financial years ended 31 December 2012 and 31 December 2013, respectively, together in each case with the audit report thereon, and the unaudited condensed consolidated interim financial statements for the six months ended 30 June 2014 which have been previously published and which have been filed with the Financial Conduct Authority. Such documents shall be incorporated in, and form part of, this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Those parts of the documents incorporated by reference in this Prospectus which are not specifically incorporated by reference in this Prospectus are either not relevant for prospective investors in the Notes or the relevant information is included elsewhere in this Prospectus. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus.

Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the registered office of the Issuer, the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/marketnews-home.html and the website of the Issuer at http://ir.travisperkinsplc.co.uk/.

The table below sets out the relevant page references for the audited consolidated financial statements for the financial years ended 31 December 2012 and 31 December 2013, respectively, as set out in the Group's Annual Report and for the unaudited condensed consolidated interim report for the six months ended 30 June 2014. Information contained in the documents incorporated by reference other than information listed in the table below is for information purposes only, and does not form part of this Prospectus.

Audited consolidated annual financial statements of the Group for the financial year ended 31 December 2012

Annual Report 2012

Income Statements	Page 82
Statement of Comprehensive Income………………………………………………	Page 83
Balance Sheets	Pages 84 - 85
Statement of Changes in Equity	Page 86
Cash Flow Statements	Page 88
Notes to the Financial Statements	Pages 89 - 129
Independent Auditor'sReport	Page 81

Audited consolidated annual financial statements of the Group for the financial year ended 31 December 2013

Annual Report 2013

Income Statements	Pages 92 - 93
Statement of Comprehensive Income	Page 93
Balance Sheets	Pages 94 - 95
Statement of Changes in Equity	Page 96
Cash Flow Statements	Page 98
Notes to the Financial Statements	Pages 99 - 137
Independent Auditor's Report	Pages 89 - 91

Unaudited condensed consolidated interim financial statements of the Group for the six months ended 30 June 2014

Six months ended 30 June 2014

Condensed Consolidated Income Statement	Page 11
Condensed Consolidated Statement of Comprehensive Income	Page 12
Condensed Consolidated Statement of Changes in Equity	Page 13
Condensed Consolidated Balance Sheet	Pages 16-17
Condensed Consolidated Cash Flow Statement	Page 18
Notes to the Interim Financial Statements	Pages 19-33
Independent Review Report	Page 35

OVERVIEW OF TERMS AND CONDITIONS OF THE NOTES

Issuer:	Travis Perkins plc
Guarantors:	CCF Limited, City Plumbing Supplies Holdings Limited, Keyline Builders Merchants Limited, PTS Group Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited, Wickes Building Supplies Limited and Wickes Limited.
	In circumstances where a subsidiary of the Issuer accedes as a guarantor to the Group's principal bank facility at any time after the Issue Date (as defined below), pursuant to the Conditions the Issuer will be required to procure the accession of any such subsidiary as a further guarantor of the Notes, all as described in "Terms and Conditions of the Notes – Guarantee and Status". The initial Guarantors named above or any other subsidiary of the Issuer which becomes a guarantor of the Notes after the Issue Date may also cease to be a guarantor in certain circumstances where it ceases to provide a guarantee under the principal bank facility.
	References in this Overview to a "Guarantor" or "Guarantors" shall, so far as the context permits, also include any subsidiary of the Issuer which becomes a guarantor of the Notes after the Issue Date, but shall not include any subsidiary of the Issuer which ceases to be a guarantor of the Notes.
Risk Factors:	Investing in the Notes involves risks. See "Risk Factors" for a discussion of certain risks prospective investors should carefully consider before investing in the Notes.
Description of Notes:	£250,000,000 4.375 per cent. Guaranteed Notes due 2021 (the "Notes"), to be issued by the Issuer on 15 September 2014 (the "Issue Date").
Trustee:	Citicorp Trustee Company Limited
Principal Paying Agent:	Citibank, N.A., London Branch
Joint Lead Managers:	Barclays Bank PLC Lloyds Bank plc The Royal Bank of Scotland plc
Co-Managers:	Banco Santander, S.A. Mitsubishi UFJ Securities International plc Svenska Handelsbanken AB (publ)
Interest:	4.375 per cent. per annum payable annually in arrear.
Optional Redemption by the Issuer for taxation reasons:	The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest in the event of certain tax changes, as described under "Terms and Conditions of the Notes – Redemption and Purchase".
Optional Redemption by the Issuer at any time:	The Issuer may, at its option, redeem or purchase, or procure that any of its Subsidiaries shall purchase, all, but not some only, of the Notes at any time at an amount calculated by reference to the then yield of the 3¾ per cent. United Kingdom Treasury Stock due September 2021 plus a margin of 0.50 per cent. plus

accrued interest, as described under "Terms and Conditions of the Notes – Redemption and Purchase".

Noteholders' put option upon Change of Control Put Event: Upon the occurrence of a Change of Control (as defined in Condition 5(d) of the Conditions) leading to contemporaneous action by any relevant credit rating agency or agencies, each Noteholder shall have the option to require the Issuer to redeem or, at the option of the Issuer, purchase the Notes of such holder at a cash purchase price equal to the principal amount thereof plus accrued interest, as described under "Terms and Conditions of the Notes – Redemption and Purchase".

Events of Default: Events of Default under the Notes include non-payment of principal or premium or purchase moneys due under Condition 8 of the Conditions for seven days, nonpayment of interest for 14 days, breach of other obligations under the Notes or the Trust Deed (which breach is not remedied within 30 days), cross-acceleration relating to indebtedness for borrowed money of the Issuer, a Guarantor or any Material Subsidiary (as defined in Condition 3 of the Conditions) subject to an aggregate threshold of £20,000,000, the Guarantee not being in full force and effect (except in accordance with Condition 2(e) of the Conditions), and certain events related to insolvency or winding up of the Issuer, a Guarantor or any Material Subsidiary. Certain grace periods and thresholds apply before certain events will be deemed to have become an 'event of default' under the Conditions. In addition, Trustee certification that an event would be materially prejudicial to the interests of Noteholders is required before certain events will be deemed to constitute 'events of default'.

Negative Pledge: The terms of the Notes contain a negative pledge provision pursuant to which neither the Issuer nor any Guarantor will, and the Issuer will ensure that no Material Subsidiary will, create or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital), to secure any Relevant Indebtedness (as defined in Condition 3 of the Conditions) or to secure any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Notes and the coupons relating to them (the "Coupons") the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security or other arrangement, subject to certain exceptions, as further described in "Terms and Conditions of the Notes – Negative Pledge".

Guarantee: The Notes will be unconditionally and (subject to the provisions of Condition 2(e) of the Conditions) irrevocably guaranteed on a joint and several basis by the Guarantors. The obligations of each of the Guarantors under its guarantee will be direct, unconditional and (subject to the provisions of Condition 3 of the Conditions) unsecured obligations of such Guarantor and shall at all times rank at least equally with all other outstanding unsecured and unsubordinated obligations of such Guarantor, present and future. See "Guarantors" above.

Status of the Notes: The Notes will constitute direct, unconditional and (subject to the provisions of Condition 3 of the Conditions) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves and at least

	equally with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future.
Meetings of Noteholders:	The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders, including Noteholders who did not vote on the relevant resolution (whether or not they were present at the meeting at which such resolution was passed) and Noteholders who voted in a manner contrary to the majority, and all Couponholders.
Modification, Waiver and Substitution:	The Trustee may, without the consent of Noteholders, agree to (i) any modification of (subject to certain exceptions), or to the waiver or authorisation of any breach of proposed breach of, any of the provisions of the Notes or the Trust Deed or (ii) the substitution of certain other entities in place of the Issuer or any Guarantor, in each case, in the circumstances and subject to the conditions described in Condition 11 of the Conditions.
Withholding Tax and Additional Amounts:	The Issuer or, as the case may be, the Guarantors will pay such additional amounts as may be necessary in order that the net amounts received by each Noteholder and/or Couponholder in respect of the Notes, after withholding for any taxes imposed, levied, collected, withheld or assessed by a relevant Tax Jurisdiction (as defined under Condition 5(b) of the Conditions) upon payments in respect of the Notes made by or on behalf of the Issuer or a Guarantor, will equal the respective amounts which would have been received by them had no such withholding or deduction been required, subject to customary exceptions, as described in Condition 7 of the Conditions.
Listing and admission to trading:	Application has been made to the UK Listing Authority for the Notes to be admitted to the Official List and to the London Stock Exchange for the Notes to be admitted to trading on the London Stock Exchange's regulated market.
Governing Law:	The Notes, and any non-contractual obligations arising out of or in connection with the Notes, will be governed by, and construed in accordance with, English law.
Form:	The Notes will be issued in bearer form in denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000.
Credit Ratings:	The Notes will be rated BB+ by Standard & Poor's Credit Market Services Europe Limited ("S&P") upon issue. S&P is established in the EU and registered under Regulation (EC) No 1060/2009 (the "CRA Regulation").
	A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Selling Restrictions:	The Notes have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States or to U.S. persons. The Notes may be sold in other jurisdictions only in compliance with applicable laws and regulations. See "Subscription and Sale" below.

Use of Proceeds: The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes.

TERMS AND CONDITIONS OF THE NOTES

The following are the terms and conditions substantially in the form to be endorsed on the Notes in definitive form (if issued):

The issue of £250,000,000 4.375 per cent. Guaranteed Notes due 2021 (the "Notes") was authorised by a resolution of the board of directors of Travis Perkins plc (the "Issuer") passed on 28 August 2014 and the guarantee of the Notes was authorised by resolutions, each dated 28 August 2014, of the respective boards of the directors of (or, as applicable, members of the partnership of) each of CCF Limited, City Plumbing Supplies Holdings Limited, Keyline Builders Merchants Limited, PTS Group Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited, Wickes Building Supplies Limited and Wickes Limited (together, the "Guarantors" and each a "Guarantor", which expressions shall include any member of the Group (as defined in Condition 2) which becomes, and has not for the time being ceased to be, a Guarantor pursuant to the relevant provisions of Condition 2). The Notes are constituted by a trust deed (the "Trust Deed") dated 15 September 2014 (the "Issue Date") between the Issuer, the initial Guarantors and Citicorp Trustee Company Limited (the "Trustee", which expression shall include all persons for the time being the trustee or trustees appointed under the Trust Deed) as trustee for the holders of the Notes (the "Noteholders"). These terms and conditions (the "Conditions") include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes and the coupons relating to them (the "Coupons"). Copies of the Trust Deed, and of the paying agency agreement (the "Agency Agreement") dated on or around the Issue Date relating to the Notes between the Issuer, the initial Guarantors, the Trustee and the initial principal paying agent, are available for inspection during usual business hours at the specified office for the time being of the Trustee (presently at 14th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB) and at the specified offices of the principal paying agent for the time being (the "Principal Paying Agent") and any other paying agents for the time being (the "Paying Agents", which expression shall include the Principal Paying Agent). The Noteholders and the holders of the Coupons (whether or not attached to the relevant Notes) (the "Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement.

1 Form, Denomination and Title

• (a) Form and denomination: The Notes are serially numbered and in bearer form in denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000, each with Coupons attached on issue. No definitive Notes will be issued with a denomination above £199,000.
• (b) Title: Title to the Notes and Coupons passes by delivery. The holder of any Note or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder.

2 Guarantee and Status

• (a) Guarantee: Each initial Guarantor named herein has guaranteed in the Trust Deed and each member of the Group which becomes a Guarantor pursuant to Condition 2(d) will guarantee, jointly and severally, unconditionally and (subject to the provisions of Condition 2(e)) irrevocably, the due payment of all sums expressed to be payable by the Issuer under the Trust Deed, the Notes and the Coupons (each such obligation of a Guarantor in that respect individually and/or collectively referred to in these Conditions as, the "Guarantee").
• (b) Status: The Notes and Coupons constitute direct, unconditional and (subject to Condition 3) unsecured obligations of the Issuer and (subject as provided in these Conditions) shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes

and the Coupons shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 3, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

• (c) Status of the Guarantee: The obligations of each Guarantor under its Guarantee constitute direct, unconditional and (subject to the provisions of Condition 3) unsecured obligations of the relevant Guarantor. The payment obligations of each Guarantor under its Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 3, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations.
• (d) Addition of Guarantors: Without prejudice to Condition 11(c), if at any time after the Issue Date any Subsidiary (as defined below) of the Issuer provides a guarantee in respect of the Principal Bank Facility (as defined below), the Issuer covenants that it shall procure that such Subsidiary shall, as soon as reasonably practicable but in any event no later than 14 days after the date of giving its guarantee in respect of the Principal Bank Facility, provide a Guarantee in respect of the Trust Deed, the Notes and the Coupons. The Issuer shall provide written notice to the Trustee of the proposed accession of any Subsidiary of the Issuer as a guarantor under the Principal Bank Facility. The Trust Deed provides that the Trustee shall agree, subject to such amendment of, or supplement to, the Trust Deed as the Trustee may require and such other conditions as are set out in the Trust Deed, but without the consent of the Noteholders or the Couponholders, to any such Guarantee being provided by any such further Guarantor.
• (e) Release of Guarantors: A Guarantor for the time being which is no longer providing a guarantee in respect of the Principal Bank Facility shall be immediately, automatically and (subject always to Condition 2(d)) irrevocably released and relieved of all of its obligations under the Guarantee and all of its present and future obligations as a Guarantor under the Trust Deed, the Notes and the Coupons, but without prejudice to any obligations which may have accrued prior to such release, upon the Issuer giving written notice to the Trustee signed by two authorised signatories of the Issuer to that effect. Any such notice must also contain the following certifications to the Trustee:
• (i) that no Event of Default or Potential Event of Default (as defined in the Trust Deed) is continuing or will result from the release of that Guarantor;
• (ii) that no part of the financial indebtedness in respect of which that Guarantor is or was providing a guarantee in respect of the Principal Bank Facility is at that time due and payable but remains unpaid in circumstances where any obligation to make payment has arisen under the relevant guarantee in respect of the Principal Bank Facility; and
• (iii) that such Guarantor is no longer providing (or will be ceasing to provide), in accordance with the terms of the Principal Bank Facility, any guarantee in respect of the Principal Bank Facility.

If any Subsidiary of the Issuer released from providing a Guarantee as described above subsequently provides a guarantee in respect of the Principal Bank Facility at any time after such release, the Issuer shall procure that such Subsidiary will again be required to provide a Guarantee as described in Condition 2(d).

• (f) Notice of Change of Guarantors: Notice of any release or addition of a Guarantor at any time pursuant to the foregoing provisions of this Condition 2 will be given by the Issuer to the Noteholders in accordance with Condition 15.
• (g) Trustee not obliged to monitor: The Trustee shall not be obliged to monitor compliance by the Issuer with Conditions 2(d) or 2(e) and shall have no liability to any person for not doing so. The Trustee

shall be entitled to rely, without liability to any person, on a notice of the Issuer provided under this Condition 2, and, until it receives any such notice, it shall assume that no other Subsidiary of the Issuer has provided a guarantee in respect of the Principal Bank Facility.

(h) Definitions: In these Conditions:

"Group" means the Issuer and its consolidated Subsidiaries taken as a whole;

"Principal Bank Facility" means the £550,000,000 credit facility dated 15 December 2011 made between, among others, the Issuer and Barclays Bank PLC as facility agent, as amended and/or amended and restated and/or replaced and/or refinanced from time to time or any facility which refinances the same (or which in turn refinances such facility however many times) (each, individually and/or collectively, the "Principal Bank Facility"); and

"Subsidiary" means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and "control" for this purpose means the power to direct the management and policies of the entity whether through the ownership of voting capital, by contract or otherwise.

3 Negative Pledge

So long as any Note or Coupon remains outstanding (as defined in the Trust Deed), neither the Issuer nor any Guarantor will, and the Issuer will ensure that no Material Subsidiary (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital), to secure any Relevant Indebtedness (as defined below) or to secure any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Notes and the Coupons the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security or other arrangement (whether or not it includes the giving of security) as either (i) the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Noteholders or (ii) has been approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.

In these Conditions:

"Intangible Assets" means intangible assets as reflected in the most recently published consolidated balance sheet of the Group; and

"Material Subsidiary" means, at any time, a Subsidiary (as defined in Condition 2) of the Issuer whose pretax profits, gross assets or turnover (excluding intra-Group items, investments in subsidiaries and goodwill and other Intangible Assets arising on consolidation) then equal or exceed five per cent. of the pre-tax profits, gross assets or turnover, as the case may be, of the Group. For this purpose:

• (a) the pre-tax profits, gross assets or turnover of a Subsidiary of the Issuer will be determined from its financial statements upon which the latest audited financial statements of the Group are based;
• (b) if a Subsidiary of the Issuer becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the pre-tax profits, gross assets or turnover of that Subsidiary will be determined from its latest available financial statements;
• (c) the pre-tax profits, gross assets or turnover of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the pre-tax profits, gross assets or turnover of any entity or business subsequently acquired or disposed of; and

(d) if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Issuer, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or not.

A certificate of two authorised signatories of the Issuer stating that in their opinion any Subsidiary of the Issuer is or is not or was or was not at any particular time or through any specified period a Material Subsidiary may be relied upon by the Trustee without liability to any person and without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding on all relevant parties. If there is a dispute as to whether or not a Subsidiary of the Issuer is or was a Material Subsidiary, a certificate of the auditors of the Issuer addressed to the Issuer will be, in the absence of manifest error, conclusive; and

"Relevant Indebtedness" means any present or future indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be (with the agreement of the issuer thereof), quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market.

4 Interest

The Notes bear interest from and including the Issue Date at the rate of 4.375 per cent. per annum, payable annually in arrear on 15 September in each year (each, an "Interest Payment Date"), with the first Interest Payment Date being 15 September 2015. Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused. In such event it shall continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant holder and (b) the day seven days after the Trustee or the Principal Paying Agent has notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions).

If interest is to be calculated in respect of a period which is equal to or shorter than an Interest Period (as defined below), the day-count fraction used will be the number of days in the relevant period, from and including the date from which interest begins to accrue to but excluding the date on which it falls due, divided by the number of days in the Interest Period in which the relevant period falls (including the first such day but excluding the last).

In these Conditions, the period beginning on and including the Issue Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is called an "Interest Period".

Interest in respect of any Note shall be calculated per £1,000 in principal amount of the Notes (the "Calculation Amount"). The amount of interest payable per Calculation Amount for any period shall be equal to the product of 4.375 per cent., the Calculation Amount and the day-count fraction for the relevant period, rounding the resulting figure to the nearest penny (half a penny being rounded upwards).

5 Redemption and Purchase

(a) Final redemption: Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 15 September 2021. The Notes may not be redeemed at the option of the Issuer other than in accordance with this Condition 5.

(b) Redemption for taxation reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), at their principal amount, (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that it (or, if the Guarantee was called, any Guarantor) has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of a relevant Tax Jurisdiction (as defined below), or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date, or any of the Guarantors, in making available to the Issuer any funds required by the Issuer on that occasion, would itself be required to make any withholding or deduction of a kind referred to in Condition 7 from such funds and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantors, as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Notes (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 5(b), the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer (or of the relevant Guarantor, as the case may be) stating that the obligation referred to in (i) above has arisen and cannot be avoided by the Issuer (or the relevant Guarantor, as the case may be) taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (i) and (ii) above (without liability to any person), in which event it shall be conclusive and binding on all Noteholders and Couponholders.

In these Conditions, "Tax Jurisdiction" means the United Kingdom or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision of or any authority thereof or therein having power to tax to which the Issuer or any Guarantor, as the case may be, is or becomes subject in respect of payments under the Trust Deed, the Notes and the Coupons.

• (c) Redemption at the option of the Issuer: The Issuer may, at any time, on giving not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable and shall specify the date fixed for redemption (the "Optional Redemption Date")), redeem or purchase, or procure that any of its Subsidiaries shall purchase, all but not some only of the Notes for the time being outstanding at a redemption price per Note equal to the higher of the following, in each case together with interest accrued to but excluding the Optional Redemption Date:
• (i) the principal amount of the Note; and
• (ii) the principal amount of the Note multiplied by the price (as reported in writing to the Issuer and the Trustee by an independent financial adviser (the "Financial Adviser") appointed by the Issuer at the Issuer's expense and approved in writing by the Trustee) expressed as a percentage (rounded to four decimal places, 0.00005 being rounded upwards) at which the Gross Redemption Yield on the Notes (if the Notes were to remain outstanding until their stated maturity) on the Determination Date is equal to the Gross Redemption Yield at 11.00 a.m. (London time) on the Determination Date of the 3¾ per cent. United Kingdom Government Treasury Stock due September 2021 (or, where the Financial Adviser advises the Issuer that, for reasons of illiquidity or otherwise, such reference stock is not appropriate for such purpose, such other government stock as such Financial Adviser may recommend) plus a margin of 0.50 per cent.

Any notice of redemption given under this Condition 5(c) will override any notice of redemption given (whether previously, on the same date or subsequently) under Conditions 5(b) or 5(d).

In these Conditions:

"Determination Date" means the date which is the second business day in London prior to the Optional Redemption Date; and

"Gross Redemption Yield" on the Notes or any reference stock will be expressed as a percentage and will be calculated by the Financial Adviser on the basis set out by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields" page 5, Section One: Price/Yield Formulae "Conventional Gilts; Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published on 8 June 1998 and updated on 15 January 2002 and on 16 March 2005 and as further updated or amended from time to time) on a semi-annual compounding basis (converted on an annualised yield and rounded up (if necessary) to four decimal places).

• (d) Redemption at the option of Noteholders following a Change of Control: A "Change of Control Put Event" will be deemed to occur if:
• (i) any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer (each such event being, a "Change of Control");
• (ii) on the date (the "Relevant Announcement Date") of the first public announcement of the relevant Change of Control the Notes carry:
  • (A) an investment grade credit rating (Baa3 (from Moody's) /BBB- (from S&P or Fitch), or their respective equivalents, or better) (an "Investment Grade Rating"), from any Rating Agency (as defined below) at the invitation of the Issuer (or, where there is no rating from any Rating Agency assigned at the invitation of the Issuer, the then Investment Grade Rating (if any) from any Rating Agency of its own volition) and such rating is, within the Change of Control Period (as defined below), either downgraded to a non-investment grade credit rating (Ba1 (from Moody's) / BB+ (from S&P or Fitch), or their respective equivalents, or worse) (a "Non-Investment Grade Rating") or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or restored to an Investment Grade Rating by such Rating Agency; or
  • (B) a Non-Investment Grade Rating from any Rating Agency at the invitation of the Issuer (or, where there is no rating from any Rating Agency assigned at the invitation of the Issuer, the then Non-Investment Grade Rating (if any) from any Rating Agency of its own volition) and such rating is, within the Change of Control Period, either downgraded by one or more rating categories (from BB+ to BB being an example of a downgrade by one rating category) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or restored to its earlier credit rating or better by such Rating Agency; or

(C) no credit rating and a Negative Rating Event (as defined below) also occurs within the Change of Control Period,

provided that, if on the Relevant Announcement Date the Notes carry a credit rating from more than one Rating Agency, at least one of which is an Investment Grade Rating, then sub-paragraph (A) above will apply; and

(iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (A) and (B) above or not to award a credit rating of at least an Investment Grade Rating as described in sub-paragraph (ii) of the definition of Negative Rating Event below, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the relevant Change of Control.

If a Change of Control Put Event occurs, the holder of each Note will have the option (a "Change of Control Put Option") (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Conditions 5(b) or 5(c) above) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) that Note on the date (the "Change of Control Put Date") which is seven days after the expiration of the Change of Control Put Period (as defined below) at its principal amount together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Change of Control Put Date.

Promptly upon, and in any event within 14 days after, the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall, and at any time upon the Trustee having express notice thereof, and if so requested by the holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, the Trustee shall, (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give notice (a "Change of Control Put Event Notice") to the Noteholders (and the Trustee, where such Change of Control Put Notice is given by the Issuer) in accordance with Condition 15 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

To exercise the Change of Control Put Option, the holder of the Note must deposit such Note with any Paying Agent at its specified office at any time during normal business hours of such Paying Agent falling within the period (the "Change of Control Put Period") of 45 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a "Change of Control Put Notice"). No Note so deposited and option so exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. Any such Note should be delivered together with all Coupons appertaining thereto maturing after the Change of Control Put Date, failing which the relevant Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 10) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled.

If 80 per cent. or more in principal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 5(d), the Issuer may, on giving not less than 15 nor more than 30 days' notice to the Noteholders (such notice being given within 30 days after the Change of Control Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase, as the case may be.

If the rating designations employed by Moody's, Fitch or S&P (each as defined below) are changed from those which are described in paragraph (ii) of the definition of "Change of Control Put Event" above, or if a rating is procured from a Substitute Rating Agency (as defined below), the Issuer shall determine the rating designations of Moody's and/or Fitch and/or S&P and/or such Substitute Rating Agency, as applicable, as are most equivalent to the prior rating designations of Moody's, Fitch and/or S&P, as the case may be, and this Condition 5(d) shall hence be construed accordingly.

The Trustee is under no obligation to ascertain or monitor whether a Change of Control Put Event or Change of Control or Negative Rating Event or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control or Negative Rating Event has occurred, or to seek any confirmation relating to a decision of any Rating Agency pursuant to paragraph (iii) above or pursuant to the definition of Negative Rating Event below and, until it shall have express notice pursuant to the Trust Deed to the contrary, the Trustee shall be entitled to assume that no Change of Control Put Event or Change of Control or other such event has occurred and shall have no liability to the Noteholders or any other person in respect thereof.

In these Conditions:

"Change of Control Period" means the period commencing on the Relevant Announcement Date and ending 90 days after the relevant Change of Control (both dates inclusive) (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the first public announcement of such consideration);

a "Negative Rating Event" shall be deemed to have occurred if at such time as there is no rating assigned to the Notes by a Rating Agency (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Notes, or any other unsecured and unsubordinated debt of the Issuer or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain at least an Investment Grade Rating by the end of the Change of Control Period; and

"Rating Agency" means Moody's Investors Service, Inc. ("Moody's"), Fitch Ratings Ltd. ("Fitch") or Standard & Poor's Credit Market Services Europe Limited ("S&P") or any of their respective successors or any other internationally recognised rating agency (a "Substitute Rating Agency") substituted for any of them by the Issuer from time to time.

• (e) Notice of redemption: All Notes in respect of which any notice of redemption is given under this Condition 5 shall be redeemed on the date specified in such notice in accordance with this Condition 5.
• (f) Purchase: Each of the Issuer, any of the Guarantors or any of their respective Subsidiaries may at any time purchase Notes in the open market or otherwise at any price (provided that, if they are to be

cancelled pursuant to Condition 5(g) below, they are purchased together with all unmatured Coupons relating to them). The Notes so purchased, while held by or on behalf of the Issuer, any Guarantor or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition 11. Such Notes may be held, re-sold or reissued or, at the option of the Issuer, surrendered to any Paying Agent for cancellation.

(g) Cancellation: All Notes so redeemed or purchased and that are to be cancelled under Condition 5(f), and any unmatured Coupons attached to or surrendered with them, will be cancelled and may not be re-issued or resold.

6 Payments

• (a) Method of Payment: Payments of principal, premium and interest will be made against presentation and surrender of Notes or the appropriate Coupons (as the case may be) at the specified office of any Paying Agent by sterling cheque drawn on, or by transfer to a sterling account maintained by the payee with, a bank in London. Payments of interest due in respect of any Note other than on presentation and surrender of matured Coupons shall be made only against presentation and surrender of the relevant Note.
• (b) Payments subject to laws: Save as provided in Condition 7, payments will be made subject in all cases to any applicable fiscal or other laws and regulations in the place of payment or other laws and regulations to which the Issuer (or any Guarantor, as the case may be) and any Paying Agent agrees to be subject and neither the Issuer nor any Guarantor will be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations and agreements. No commissions or expenses shall be charged to Noteholders or Couponholders in respect of such payments.
• (c) Surrender of unmatured Coupons: Each Note should be presented for redemption together with all unmatured Coupons relating to it, failing which the amount of any such missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal amount due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relevant missing Coupon not later than 10 years after the Relevant Date (as defined in Condition 7) for the relevant payment of principal.
• (d) Payments on business days: A Note or Coupon may only be presented for payment on a day which is a business day in the place of presentation (and, in the case of payment by transfer to a sterling account, in London). No further interest or other payment will be made as a consequence of the day on which the relevant Note or Coupon may be presented for payment under this Condition 6 falling after the due date. In these Conditions, "business day" means a day on which commercial banks and foreign exchange markets are open for business in the relevant city.
• (e) Paying Agents: The initial Paying Agents and their initial specified offices are listed below these Conditions. The Issuer and the Guarantors reserve the right at any time with the prior written approval of the Trustee to vary or terminate the appointment of any Paying Agent and appoint additional or other Paying Agents, provided that they will maintain (i) a Principal Paying Agent, (ii) a Paying Agent having its specified office in London and/or any other major European city and (iii) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC (as amended from time to time) or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any change in the

Paying Agents or their specified offices will promptly be given to the Noteholders in accordance with Condition 15.

7 Taxation

All payments of principal, premium and interest by or on behalf of the Issuer or the Guarantors in respect of the Notes and the Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed, levied, collected, withheld or assessed by a relevant Tax Jurisdiction (as defined under Condition 5(b)), unless such withholding or deduction is required by law. In that event the Issuer or, as the case may be, the Guarantors shall pay such additional amounts as will result in receipt by the Noteholders and/or the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon:

• (a) Other connection: presented for payment by or on behalf of a holder who is liable to such Taxes in respect of such Note or Coupon by reason of his having some connection with any Tax Jurisdiction other than the mere holding of the Note or Coupon (and, for these purposes, "connection" includes but is not limited to any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder, if such holder is an estate, trust, partnership or company) and the Tax Jurisdiction); or
• (b) Presentation more than 30 days after the Relevant Date: presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder of it would have been entitled to such additional amounts on presenting such Note or Coupon for payment on the last day of such period of 30 days; or
• (c) Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
• (d) Payment by another Paying Agent: presented for payment by or on behalf of a Noteholder or a Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union.

"Relevant Date" means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Principal Paying Agent or the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Noteholders. Any reference in these Conditions to principal, premium and/or interest shall be deemed to include any additional amounts which may be payable under this Condition 7 or any undertaking given in addition to or substitution for it under the Trust Deed.

8 Events of Default

If any of the following events occurs and is continuing the Trustee at its discretion may, and if so requested by holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall, subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction, give notice to the Issuer that the Notes are, and they shall immediately become, due and payable at their principal amount together (if applicable) with accrued interest:

(a) Non-Payment: default is made in the payment by the Issuer or any Guarantor of (i) any amount of principal or (ii) any amount of premium or moneys due under Condition 5(c) or 5(d), in each case in respect of any of the Notes for a period of seven days or more or default is made by the Issuer or any Guarantor in the payment of any amount of interest in respect of any of the Notes for a period of 14 days or more; or

• (b) Breach of Other Obligations: the Issuer or any of the Guarantors does not perform or comply with any one or more of its respective other obligations in the Notes or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days after notice of such default shall have been given by the Trustee to the Issuer or the relevant Guarantor requiring the same to be remedied; or
• (c) Cross-Acceleration: (A) any other present or future indebtedness of the Issuer, any Guarantor or any Material Subsidiary (as defined in Condition 3) for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential event of default or the like (howsoever described), or (ii) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (iii) the Issuer, any Guarantor or any Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised; provided that, the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 8(c) have occurred equals or exceeds £20,000,000 or its equivalent in other currencies; or
• (d) Enforcement Proceedings: a distress, attachment, diligence, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer, any Guarantor or any Material Subsidiary for the payment of money aggregating in excess of £20,000,000 or its equivalent in other currencies and is not discharged or stayed within 30 days; or
• (e) Security Enforced: any mortgage, standard security, assignation, charge, pledge, lien or other encumbrance, present or future created or assumed by the Issuer, any Guarantor or any Material Subsidiary over the whole or a substantial part of the undertaking, assets or revenues of the Issuer (determined on a consolidated basis), or over the whole or a substantial part of the undertaking, assets or revenues of the Guarantors and the Material Subsidiaries taken together, becomes enforceable and any formal legal action is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person) and in any case is not discharged, stayed or stopped within 30 days; or
• (f) Insolvency: the Issuer, any Guarantor or any Material Subsidiary is (except that for the purposes of Section 123(1)(a) of the Insolvency Act 1986, the amount of the statutory demand shall be deemed to be £20,000,000 or such higher figure as may be agreed by Extraordinary Resolution of Noteholders), or is deemed by a court to be, insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or substantially all of (or all or substantially all of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of all or a substantial part of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or a substantial part of the debts of the Issuer, any Guarantor or any Material Subsidiary; or
• (g) Winding-up: an administrator is appointed, an order is made or an effective resolution passed for the winding-up or dissolution or administration of the Issuer, any Guarantor or any Material Subsidiary, or the Issuer, any Guarantor or any Material Subsidiary ceases or threatens to cease to carry on all or substantially all of its business or operations, except (A) for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by the Trustee or by an Extraordinary Resolution of the Noteholders, or (ii) in the case of a Material

Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of its Subsidiaries or (B) in the case of Material Subsidiaries only, for the purpose of a bona fide disposal for full value on an arm's length basis of all or substantially all of the business or operations (including the disposal of shares in a Subsidiary of the Issuer) of a Material Subsidiary; or

• (h) Analogous Events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs of this Condition 8; or
• (i) Guarantee: the Guarantee is not, or is claimed by the Issuer or any Guarantor not to be, in full force and effect (except in accordance with Condition 2(e)),

provided that, in the case of Condition 8(b) (in respect of the Issuer and each Guarantor) and Conditions 8(c), 8(f), 8(g) and 8(h) above (in respect of each Guarantor), only if the Trustee shall have certified in writing to the Issuer that in its opinion such event is materially prejudicial to the interests of the Noteholders.

9 Prescription

Claims in respect of principal and interest will become void unless presentation for payment is made as required by Condition 6 within a period of 10 years in the case of principal and five years in the case of interest from the appropriate Relevant Date (as defined in Condition 7).

10 Replacement of Notes and Coupons

If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Paying Agent in London subject to all applicable laws and stock exchange or other relevant authority requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer and the Guarantors may require (provided that the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

11 Meetings of Noteholders, Modification, Waiver and Substitution

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provision of the Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of, or interest on, the Notes, (iii) to change the currency of payment of the Notes or the Coupons, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders including Noteholders who did not vote on the relevant resolution (whether or not they were present at the meeting at which such resolution was passed) and Noteholders who voted in a manner contrary to the majority, and on all Couponholders.

The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in principal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

• (b) Modification and Waiver: The Trustee may agree, without the consent of the Noteholders or Couponholders, to (i) any modification of any of the provisions of the Trust Deed which in its opinion is of a formal, minor or technical nature or is made to correct a manifest error, and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders. Any such modification, authorisation or waiver shall be binding on all Noteholders and the Couponholders and, if the Trustee so requires, such modification shall be notified to the Noteholders as soon as practicable.
• (c) Substitution: Without prejudice to Condition 2(e), the Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as are set out in the Trust Deed, but without the consent of the Noteholders or the Couponholders, to the substitution of certain other entities in place of the Issuer or any Guarantor, or of any previous substituted company or entity, as principal debtor or guarantor, as the case may be, under the Trust Deed, the Notes and the Coupons. In the case of such a substitution the Trustee may agree, without the consent of the Noteholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders.
• (d) Entitlement of the Trustee: In connection with the exercise of its functions (including but not limited to those referred to in this Condition 11) the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer or the Guarantors any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders, except to the extent already provided for in Condition 7 and/or any undertaking given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

12 Enforcement

At any time after the Notes become due and payable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and/or any Guarantor as it may think fit to enforce the terms of the Trust Deed, the Notes and the Coupons, but it need not take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders holding at least one-quarter in principal amount of the Notes outstanding and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Noteholder or Couponholder may proceed directly against the Issuer or any Guarantor unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

13 Indemnification of the Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Issuer, the Guarantors and any entity related to the Issuer or the Guarantors without accounting for any profit.

The Trustee may rely without liability to Noteholders or Couponholders on a report, confirmation, certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation, certificate or advice and such report, confirmation, certificate or advice shall be binding on the Issuer, the Trustee and the Noteholders.

14 Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further securities either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition 14 and forming a single series with the Notes. Any further securities forming a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of securities of other series where the Trustee so decides.

15 Notices

Notices to Noteholders will be valid if published in a leading newspaper having general circulation in London (which is expected to be the Financial Times) or, if in the opinion of the Trustee such publication shall not be practicable, in an English language newspaper of general circulation in the United Kingdom. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the first date on which publication is made. Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this Condition 15.

16 Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

17 Governing Law and Jurisdiction

• (a) Governing Law: The Trust Deed, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by and shall be construed in accordance with English law.
• (b) Jurisdiction: The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed, the Notes, the Coupons or the Guarantee (including a dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes, the Coupons or the Guarantee) and accordingly any legal action or proceedings arising out of or in connection with the Trust Deed, the Notes, the Coupons or the Guarantee ("Proceedings") may be brought in such courts. Each Guarantor acknowledges that the English courts are the most appropriate and convenient courts to settle any Proceedings and each Guarantor waives any objection to Proceedings in such courts whether on the grounds of inconvenient forum or otherwise. To the extent permitted by law, the Trustee, the Noteholders and the Couponholders may take any Proceedings against the Issuer or any Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

The Temporary Global Note and the Global Note contain provisions which apply to the Notes while they are in global form, some of which modify the effect of the terms and conditions of the Notes set out in this document. The following is a summary of certain of those provisions:

1 Nominal Amount and Exchange

The nominal amount of the Notes shall be the aggregate amount from time to time entered in the records of Euroclear Bank S.A/N.V. ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or any alternative clearing system approved by the Trustee (an "Alternative Clearing System") (each, a "relevant Clearing System"). The records of such relevant Clearing System shall be conclusive evidence of the nominal amount of Notes represented by the Temporary Global Note and the Global Note and a statement issued by such relevant Clearing System at any time shall be conclusive evidence of the records of that relevant Clearing System at that time.

The Temporary Global Note is exchangeable in whole or in part for interests recorded in the records of the relevant Clearing Systems in the Global Note on or after a date which is expected to be 25 October 2014, upon certification as to non-U.S. beneficial ownership in the form set out in the Temporary Global Note. The Global Note is exchangeable in whole but not in part (free of charge to the holder) for the definitive Notes described below if the Global Note is held on behalf of a relevant Clearing System and such relevant Clearing System is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. Thereupon, the Issuer or the holder may give notice to the Principal Paying Agent of its intention to exchange the Global Note for Definitive Notes on or after the Exchange Date specified in the notice.

On or after the Exchange Date (as defined below) the holder of the Global Note may surrender the Global Note to or to the order of the Principal Paying Agent. In exchange for the Global Note the Issuer shall deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated Definitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in Schedule 1 to the Trust Deed. On exchange of the Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with any relevant Definitive Notes.

"Exchange Date" means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Principal Paying Agent is located and in the city in which the relevant Clearing System is located.

2 Payments

No payment will be made on the Temporary Global Note unless exchange for an interest in the Global Note is improperly withheld or refused. Payments of principal, premium and interest in respect of Notes represented by the Global Note will be made to its holder. The Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant Clearing System and, in the case of payments of principal, the nominal amount of the Notes will be reduced accordingly. Each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing System shall not affect such discharge. Condition 6(e)(iii) and Condition 7(d) will apply to the Definitive Notes only. For the purpose of any payments made in respect of a Global Note, Condition 6(d) shall not apply, and all such payments shall be made on a day on which commercial banks and foreign exchange markets are open for business in London.

3 Notices

So long as the Notes are represented by the Global Note and the Global Note is held on behalf of a relevant Clearing System, notices to Noteholders may be given by delivery of the relevant notice to that relevant Clearing System for communication by it to entitled accountholders in substitution for publication as required by the Conditions. Any such notice shall be deemed to have been given to Noteholders on the second day after the day on which such notice is delivered to the relevant Clearing System.

4 Prescription

Claims against the Issuer in respect of principal, premium and interest on the Notes while the Notes are represented by the Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal and premium) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 7).

5 Meetings

The holder of the Global Note shall (unless the Global Note represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each £1,000 in principal amount of Notes.

6 Purchase and Cancellation

On cancellation of any Note required by the Conditions to be cancelled following its purchase, the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled.

7 Trustee's Powers

In considering the interests of Noteholders while the Global Note is held on behalf of a relevant Clearing System, the Trustee may have regard to any information provided to it by such relevant Clearing System or its operator as to the identity (either individually or by category) of its accountholders with entitlements to the Global Note and may consider such interests as if such accountholders were the holder of the Global Note.

8 Put Option

The Noteholders' put option in Condition 5(d) may be exercised by the holder of the Global Note giving notice to the Principal Paying Agent of the principal amount of Notes in respect of which the option is exercised within the time limits specified in Condition 5(d). The Issuer shall procure that any exercise of any option or any right under the Notes, as the case may be, shall be entered in the records of the relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes represented by such Global Note shall be adjusted accordingly.

9 Electronic Consent and Written Resolution

While any Global Note is held on behalf of a relevant Clearing System, then:

(a) approval of a resolution proposed by the Issuer or the Trustee (as the case may be) given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding (an "Electronic Consent" as defined in the Trust Deed) shall, for all purposes (including matters that would otherwise require an Extraordinary Resolution to be passed at a meeting for which the special quorum as described in the Trust Deed was satisfied), take effect as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held, and shall be binding on all Noteholders and holders of Coupons whether or not they participated in such Electronic Consent; and

(b) where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Trust Deed) has been validly passed, the Issuer and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Trustee, as the case may be, by accountholders in the relevant Clearing System with entitlements to such Global Note or, where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person for whom such entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder or via one or more intermediaries and provided that, in each case, the Issuer and the Trustee have obtained commercially reasonable evidence to ascertain the validity of such holding and have taken reasonable steps to ensure that such holding does not alter following the giving of such consent or instruction and prior to the effecting of such amendment. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. As used in this paragraph, "commercially reasonable evidence" includes any certificate or other document issued by Euroclear, Clearstream, Luxembourg or any other relevant Clearing System, or issued by an accountholder of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant Clearing System (including Euroclear's EUCLID or Clearstream, Luxembourg's CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. Neither the Issuer nor the Trustee shall be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

DESCRIPTION OF THE ISSUER AND THE GROUP

History and Overview

Travis Perkins plc (the "Issuer") is a leading company in the builders' merchant and home improvement markets, and is the UK's largest product supplier, when measured by sales, to the building and construction market. The principal activities of the Group are the distribution and sale of a wide range of general building materials, timber, plumbing and heating products and the hiring of tools to professional builders and contractors and to the general public within the UK. The Group's operations are almost entirely based in the UK, with 1,967 branches in the United Kingdom and one in Ireland as at 30 June 2014. The Group has its head office in Northampton, England.

The Group was formed in 1988 out of a merger between Travis and Arnold plc, a company with a strong business based in Central and Northern England, and Sandell Perkins plc, a company with equivalent strength in the South of England. The origins of Sandell Perkins can be traced back over 200 years to 1797 when a carpentry company was first established in London. Travis and Arnold was initially formed as a partnership in 1899. During the early to mid-20th century, both businesses expanded before eventually becoming listed public companies with Travis and Arnold listing in 1964 and Sandell Perkins in 1986.

Since 1999, the Group has expanded its operations through a strategy of acquiring new businesses and opening new branches in its existing businesses. Its Merchanting business portfolio was expanded in 1999 by the acquisitions of Keyline Builders Merchants and Sharpe and Fisher. In 2002, it acquired the CCF business, which further expanded the Group's presence in the dry lining and insulation sector, and the City Plumbing Supplies business, marking a significant expansion of the Group's plumbing and heating business. In 2005, the Group entered the DIY retail sector by acquiring Wickes, a chain of DIY retail outlets. The Group's retail business was further expanded by the acquisition of Tile Giant in 2007 and Tile Magic and Tile It All in early 2008. The tile businesses have been subsequently consolidated and are managed by a common management team. In 2007, the Group acquired a minority shareholding in Toolstation Limited a multi channel business selling lightside products to tradesmen. In 2010, the Group acquired BSS, a plumbing and heating business. In 2011, the Group acquired a minority 25 per cent. share in Rinus Roofing Limited, a small branch based supplier of roofing materials. In 2012, the Group acquired the remaining shares in Toolstation. In 2013, the Group acquired Solfex Energy Systems as well as a majority stake in Plumbnation, an online business distributing heating products.

The Issuer is incorporated in England and Wales as a public limited company with registration number 00824821. The Issuer was incorporated on 27 October 1964 under the name "Sandell Perkins Public Limited Company", and its name was changed to "Travis Perkins plc" on 21 October 1988. The address of the Issuer's registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The Issuer's ordinary shares are admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. In June 2013, the Issuer entered the FTSE 100 for the first time.

Markets and Competition

Using a combination of external data (Builders Merchants Federation, Construction Products Association, Verdict, AMA Research and others) together with internal analysis, the Group estimates that the total UK construction and home improvement materials market is worth approximately £64 billion. The Group estimates its addressable market to be approximately £33 billion, which excludes certain trade and DIY categories and direct from manufacturer to end-user supplies.

The Group estimates that its largest nationwide competitors account for less than half the turnover in the Group's addressable markets with the rest of the market being primarily independent builders merchants that are not part of a major group. The Group is more reliant on RMI spend than new build, with approximately 58 per cent. of total sales in the General Merchanting, Contracts and Plumbing and Heating divisions arising from RMI spend and approximately 80 per cent. of Group sales not being related to new build. However, customers' buying behaviours continually evolve. In particular, internet-based penetration of the building material supply market is expected to continue to increase.

For further information on the Group's competitive environment, see the risk factor entitled "The Group operates in a competitive environment and it may not be able to compete effectively".

Business Model and Organisational Structure

The Group operates a diverse range of UK-based building materials and products distribution businesses. It supplies materials through physical branches, stores and increasingly online, provides nationwide delivery services and has a broad range of businesses in terms of scale and customers served. During 2013, the Group refocused its strategic objectives in light of the emerging economic recovery in the UK. As part of the review, and with effect from 1 January 2014, the composition of the Group's four divisions were realigned to comprise: General Merchanting, Plumbing and Heating, Contracts and Consumer.

Scale and brand strength:

• The size of the Group allows it to benefit from economies of scale in common and direct product sourcing, selective centralised distribution and access to property.
• The Group trades through 19 brands: Travis Perkins, Benchmarx, Rinus Roofing Supplies, Keyline Builders Merchants, CCF, BSS, Wickes, Toolstation, Tile Giant, City Plumbing Supplies, Plumbing Trade Supplies, F&P Wholesale, Sustainable Building Solutions, Direct Heating Spares, Birchwood Price Tools, Connections, City Heating Spares, Solfex Energy Systems and Plumbnation. It also has a well established tool hire business.
• Each brand has developed a clear customer proposition and well defined brand position.

Product solutions:

• The range of businesses the Group operates enables it to access and distribute products in almost all building material product categories.
• The Group is committed to buying products commensurate with its customers' needs from ethically responsible manufacturers.
• The Group has developed a wide range of own brand products which supplement the supply of branded goods.
• Good relationships with suppliers ensure the Group benefits from product innovation, competitive prices and surety of supply.

Excellent availability and fast and efficient delivery:

• Approximately 60 per cent. of the Group's sales are delivered to customers, with approximately 80 per cent. of these routed through the branch network.

• Over 3,300 employees, 24 central warehouses and 3,300 delivery vehicles enable the Group to operate an efficient delivery service.

• The operation of lightside (i.e. tools, paint, fixings) primary distribution centres, heavyside (i.e. bulky products such as bricks, blocks, aggregates, cement and plasterboard) regional distribution centres and dedicated retail supply chains mean the Group can offer superior access to range and excellent availability.

• Branch, telephone, mail order and internet ordering channels enable customers to access the product they need at their convenience.

Excellent customer service:

• Each business has developed a proposition which concentrates on availability, service, range and value for money which fit with their customers' needs.
• The Group aims to employ, develop and retain the best people in the sector.

In 2013, the Group accelerated its plans to intensify existing space by opening Toolstation concessions within Wickes stores, new Benchmarx kitchen implants in Travis Perkins branches and introducing toolhire outlets in BSS branches.

The Group's divisions and businesses, together with details of the products and services they provide and the numbers of branches from which they operate, are set out in the table below:

Businesses by division	Branches	Products and services
General Merchanting	781
Travis Perkins	654	General building materials, timber and sheet materials, plumbing and heating products, tool and equipment hire, a range of related products and services and operator of managed service branches
Benchmarx Kitchens and Joinery	113	Specialist supplier of kitchen and joinery products
Rinus Roofing	14	Supplier of roofing materials
Contracts	171
Keyline Builders Merchants	75	Heavy and general building materials in particular, building materials for civils engineering, underground drainage solutions and ground works projects
CCF	32	Distributor of interior building products, including dry lining, insulation, suspended ceilings, partitions and related products and services
BSS	64	Specialist distributor of pipeline equipment, heating and mechanical services equipment

Businesses by division	Branches	Products and services
Consumer	507
Wickes	230	Home improvement products, including timber, building materials, tools and decorative materials, and an extensive range of kitchens, bathrooms and related services
Toolstation	167	Tools, fixings, hardware, electrical, plumbing and heating materials
Tile Giant	110	Ceramic tiles and accessories
Plumbing and Heating	515
City Plumbing Supplies	194	Plumbing and heating merchant serving the general plumbing and heating trade and the contract market
Plumbing Trade Supplies	306	Supplier of a wide range of heating and plumbing products to the trade and contract market
F&P Wholesale	9	Distributor of plumbing, heating and bathroom products to independent merchants
Direct Heating Spares	1	Distributor of domestic heating spares
Birchwood Price Tools	3	A wholesaler of power tools, hand tools and site equipment and developer of branded product ranges for the Group
Connections	1	Supplier of pre packaged plumbing fittings
City Heating Spares	-	Distributor of domestic heating spares trading from counters within selected plumbing and general merchanting branches
Solfex Energy Systems	1	Distributor of renewables technology
Plumbnation	-	Online seller of heating products

Group 1,974

Strategy for growth

The Group has a clear strategy for growth whilst maintaining strict financial guidelines. The strategy focuses on organic growth and disciplined deployment of capital investment.

Organic growth:

• Continuously improve the customer and supplier proposition in all businesses to become the highest rated in each segment as measured by customers.
• Exploit economies of scale in selected operational areas, in particular in common sourcing and the supply chain.
• Sustain an organisation model that devolves authority to management teams, allowing them to better compete by being closer to customers.
• Recruit and develop people whose personal characteristics are consistent with the culture and operating model of the Group.

Disciplined deployment of capital investment:

• Extend leadership through investments in proven businesses, categories and formats delivering higher returns, e.g. new Travis Perkins branches, Wickes stores and Toolstation stores and implants.
• Invest to grow through investments in the propositions to meet changing customer needs and stay ahead of the competition, e.g. new regional distribution centres, enhanced multi-channel offering, roll-out of new branch and store formats, and improved category management.
• Invest in re-engineering and infrastructure build to enable future outperformance, e.g. IT systems, freeholds, branch and store relocations.
• Consider bolt-on acquisitions and divestments as opportunities arise (the business plan currently includes no such transactions).

The Group has a clear growth strategy, under strict financial guidelines, that remain consistent with those that saw it successfully negotiate the economic downturn and emerge with its business intact and well placed to take advantage of the upturn.

The Group's financial guidelines recognise the importance of maintaining a solid credit profile. It has publicly stated (source: Capital Markets Day Presentation – December 2013) its short to medium term financial targets and the intention that it will be run to investment grade metrics (source: 2013 Annual Report and Accounts).

Measure	31 December 2013	Target
Fixed charge cover	2.9x	3.5x
Lease adjusted net debt to EBITDAR	3.0x	2.5x
Dividend cover	3.3x	2.5x to 3.25x

The Group's resilience through the downturn and its ability to implement tight cost controls enabled it to rebuild its balance sheet and reduce leverage through a focus on cost management, working capital efficiencies, capital expenditure and dividend reduction.

Those prudent policies form the basis on which the Group is being run and continue to enable it to manage operating costs and capital expenditure to suit the market conditions.

For further information on the Group's strategic business plan, see the risk factor entitled "The Group may not achieve the growth plans contemplated in its strategic business plan".

Sales & Marketing

The Group is investing in new online and mobile platforms, offering customers a better online shopping experience. The new platforms enhance customer transaction capabilities, by allowing customers to perform product searches and price comparisons as well as make purchases, with an aim of ensuring that there is a consistent range offering offline, in catalogue and online.

The Group has a diverse portfolio of customers that range from small owner-managed businesses through to major UK plcs. In the first half of 2014, the largest customer accounted for approximately 2.5 per cent. of Group turnover, and the next largest less than 0.6 per cent. of turnover. With over 160,000 live credit accounts and strong credit processes, the Group has carefully managed its customer portfolio during the recession and as a result has minimised losses due to bad debts. Over the last five years, write-offs have been low, ranging from 0.3 per cent. to 1.1 per cent. of credit sales.

The Group's turnover in 2013 comprised approximately 64 per cent. credit sales and 36 per cent. cash sales. Approximately 56 per cent. of sales of stock held on the company's premises are delivered to customers with approximately 44 per cent. being collected by customers. Approximately 10 per cent. of sales are delivered direct to customers by suppliers.

End-users are becoming more confident in challenging tradesmen on materials prices with improvements in technology enabling increasing levels of price transparency. Whilst the internet is having an effect on pricing on the high street, online penetration of building material supply is around 3 per cent. and for DIY it is 7 per cent. Penetration is expected to grow, but the nature of heavy and bulky goods supply means it is likely to be weighted to lighter products or products with a high unit value. The Group's assembly of businesses serving large and small customers across a broad range of categories, through online and offline channels, and its nationwide delivery capability means it is well placed to adapt to and benefit from any changes in customer behaviour and buying patterns.

The Group's acquisition of Toolstation in 2012 and an online heating supplies business in 2013, alongside investment in new multichannel platforms, demonstrates the Group's intention to ensure it retains and enhances its market leading positions whatever the customer's channel of choice.

The Group continues to monitor changes in end-user and customer buying behaviour to ensure that it is well placed to invest in and benefit from any changes underway. Beyond changes to the channels through which products are distributed, the Group has identified further outsourcing opportunities where larger end-users, such as local authorities, have requested full service supply agreements.

Suppliers

The Group sources its products through business based buying teams, from approximately 10,000 suppliers supplying more than 300,000 product lines. The Group is committed to buying products commensurate with its customers' needs from ethically responsible manufacturers and primarily purchases from manufacturers that develop and produce products that have high brand recognition, are of high quality and use leading technology. Strong relationships with suppliers ensure the Group benefits from product innovation and keen prices which it can pass through to its customers. The Group does, however, also have a substantial requirement for own-brand products, most notably in Wickes. To this end, the Group has developed a wide range of own brand products which supplement the supply of branded goods, and has made a significant investment in its Far East infrastructure to support its direct sourcing operation. That allows the development of own brand products, which consequently reduces the reliance on branded suppliers.

The Group has rapidly expanded its direct sourcing capabilities. Direct sourced purchases were approximately US\$200 million in 2013. The number of direct sourced products was approximately 10,000 in 2013.

For further discussion, see the risk factors entitled "Changing commodity prices may adversely affect the Group's future prospects, financial condition and/or results of operations" and "Suppliers may not continue to supply products to the Group on commercially acceptable terms or at all".

Supply Chain & Distribution

Nearly 60 per cent. of the Group's sales are delivered to customers with 80 per cent. of these routed through the branch network. Over 3,300 employees, 24 central warehouses and 3,300 commercial delivery vehicles enable the Group to operate an efficient delivery service. The operation of lightside primary distribution centres, heavyside regional distribution centres and dedicated retail supply chains mean the Group can offer superior access to range and excellent availability. The Group also offers telephone, mail order and internet ordering channels.

The Warrington Regional Distribution Centre ("RDC") is the first of the Group's RDC network: it opened in September 2010. The Cardiff RDC is due to open in the fourth quarter of 2014, followed by the South East RDC in 2015. The RDCs enable a wider range of heavyside products to be made more readily available to branches and customers.

The new multi-channel IT platform implemented in parts of the Group in 2013 was extended to the Travis Perkins business in 2014 to enable the introduction of online product ordering to complement the already well established telephone-based ordering and local delivery infrastructure.

Employees

The Group aims to employ, develop and retain the best people in the sector. As at 31 December 2013, total Group headcount was 22,183 full time employee equivalents (2012: 21,758 full time employee equivalents), of which 5,934 were in General Merchanting, 2,649 were in Contracts, 7,004 were in Consumer, 3,947 were in Plumbing and Heating and 2,649 in central roles.

As at 30 June 2014, Group headcount was 23,574 full time employee equivalents.

Property

The following table sets out information about each of the Group's principal properties, which include its headquarters in Northampton and its distribution centres:

Principal Properties	Square Feet	Business Activity	Freeehold /Leasehold
Headquarters:
Northampton	N/A	Group Head Office	Freehold
Watford	N/A	Wickes Head Office	Leasehold
Leicester	N/A	Contracts Head Office	Freehold
Crick	N/A	Plumbing & Heating Head Office	Leasehold
Distribution Centres:
Composite warehouse 1 Gowerton Road, Northampton	473,000	Merchanting, Wickes and Tile Giant. Used to centralise bulk products and doors and to assist	Leasehold

Principal Properties	Square Feet	Business Activity	Freeehold /Leasehold
		global sourcing arrangements
Composite warehouse 2 Salthouse Road, Northampton	475,000	Merchanting	Leasehold
Warrington RDC	100,000	Merchanting	Leasehold
Northampton – Home Delivery Centre warehouse	160,000	Wickes home delivery centre (kitchens)	Leasehold
Nether Heyford intermediate warehouse	120,000	Wickes core products	Leasehold
Wakefield intermediate warehouse	120,000	Wickes core products	Leasehold
Birmingham	100,000	Merchanting	Leasehold
Redditch	140,000	Toolstation products	Leasehold
Bridgewater	115,000	Toolstation products	Leasehold

For further discussion, see the risk factors entitled "Major incidents at the Group's distribution centres could damage its business", "The Group's exposure to the risks associated with leased property and any variations to the terms of such leases may have an adverse effect".

Operating Performance

The Group's revenue for the year ended 31 December 2013 was £5,149 million (2012: £4,845 million) and the Group had an operating profit of £330 million (2012: £300 million) with an adjusted operating profit of £348 million (2012 restated: £326 million). For the six months ended 30 June 2014, the Group's revenue was £2,731 million (2013: £2,450 million) and the Group had an operating profit of £166 million (2013: £138 million) with an adjusted operating profit of £175 million (2013: £148 million).

Operating Divisions

For the six months ended 30 June 2014, the total revenue of General Merchanting was £908 million (£1,647 million year ended 31 December 2013), which was 33.3 per cent. (32.0 per cent. year ended 31 December 2013) of the total revenue of the Group; the total revenue for Contracts was £513 million (£956 million year ended 31 December 2013), which was 18.8 per cent. (18.6 per cent. year ended 31 December 2013) of the total revenue of the Group; the total revenue for Consumer was £638 million (£1,180 million year ended 31 December 2013), which was 23.3 per cent. (22.9 per cent. year ended 31 December 2013) of the total revenue of the Group; and the total revenue of Plumbing and Heating was £672 million (£1,366 million year ended 31 December 2013), which was 24.6 per cent. (26.5 per cent. year ended 31 December 2013) of the total revenue of the Group.

Source: 2013 Annual Report of the Group.

General Merchanting

General Merchanting is the Group's core business operating under the Travis Perkins and Benchmarx Kitchen and Joinery fascias. It supplies products for all types of RMI projects as well as new builds. It has developed exclusive own label products, the largest of which is 4Trade. The customers of General Merchanting businesses are primarily professional tradesmen, ranging from sole traders to national housebuilders whose key requirements are product range and availability, competitive pricing and customer service.

The table below sets out certain key financial performance metrics for the General Merchanting division for the years ended 31 December 2012 and 2013 and for the six months ended 30 June 2014:

	30 June 2014	Change between HY 2013 and 2014	31 December 2013	31 December 2012	Change between FY 2012 and 2013
Revenue	£908 million	15.3%	£1,647 million	£1,524 million	8.1%
Like-for-like growth*	14.6%	11.8 ppt	6.5%	-	-
Segment profit	£89 million	22.6%	£176 million	£165 million	6.7%
Operating margin…….	9.8%	0.6 ppt	10.7%	10.8%	(0.1) ppt

*Like-for-like sales are a measure of underlying sales performance for two successive periods. Branches contribute to like-for-like sales once they have been trading for more than twelve months. Revenue included in like-for-like sales is for the equivalent times in both years being compared. When branches close, revenue is excluded from the prior year figures for the months equivalent to the post closure period in the current year.

Overview of 2013 - General Merchanting

New housing activity continued to drive market volume growth coupled with improvements in market sentiment amongst the Group's trade customers during the second half of 2013.

General Merchanting revenue grew by 8.1 per cent., 6.5 per cent. on a like-for-like ("LFL") basis in 2013. Momentum accelerated from 2.8 per cent. LFL in the first half of 2013 to 10.1 per cent. in the second half of 2013. All product categories contributed to this recovery, with particularly strong performances in the lightside and toolhire categories.

Gross margin improved in the second half of 2013 owing to effective price management and growth in higher margin categories. Despite robust cost management and operational gearing, operating investments meant there was only a modest reduction in the overhead to sales ratio for 2013 as a whole.

Travis Perkins continued to develop and trial its new branch format. In 2013, the Leamington and Luton branches were successfully moved and co-located with other group businesses on to two of the Group's trade parks.

The extension of toolhire implants continued with 14 new implants added in 2013. Seven new branches were opened in 2013 along with two new managed service outlets which operate solely to service local authorities, registered social landlords and their contractors.

The General Merchanting division's senior commercial and operational teams were re-organised in the latter part of 2013 to bring clearer accountability for the improvement programmes throughout the business and an enhanced focus on operational performance. The division continued to refine its zonal delivery initiative to improve availability of transport to meet customers' requirements and new equipment and in-branch practices were introduced to improve safety for team members and their customers.

Overview of 2014 – General Merchanting

During the six months ended 30 June 2014, the division focussed on improving performance through taking advantage of a better trading environment, whilst investing in its customer service proposition and beginning to lay the foundations for growth in its network.

Divisional revenue grew by 15.3 per cent., 14.6 per cent. on a like-for-like basis in the six months to 30 June 2014. Like-for-like revenue growth reduced modestly from 16.6 per cent. in the first quarter to 13.3 per cent. in the second quarter, however, encouragingly the growth in the second quarter was against significantly stronger prior year comparatives. This resulted in two year like-for-like growth of around 20 per cent. in the second quarter, up from around 13 per cent. in the first quarter.

During the first half of 2014, two new general merchanting branches were opened (Borehamwood and Bracknell) along with three new managed services branches, dedicated to operating solely to service local authorities. Additionally, one new Benchmarx location (Gloucester) was opened in the first half of 2014.

In line with the Group's strategy to tailor its brands to local catchments during the first half of 2014, 14 Keyline branches were converted to the Travis Perkins brand, with two branches converted from Travis Perkins to the Keyline brand and one Travis Perkins site rebranded to CCF. The rebranding of 27 kitchen showrooms in Travis Perkins branches under the Benchmarx fascia was also completed during the six months to 30 June 2014.

Travis Perkins continued to develop and trial new formats and it continued its strategy to co-locate with other group brands on Group trade parks. A range expansion trial has been successfully carried out in a small number of branches, with further piloting of the proposition planned in the second half of 2014. A new multichannel IT platform is part way through development, and will be extended in Travis Perkins during 2015 and 2016. Toolhire implant openings continued with 16 new hire centres established in the first half of 2014. New satellite Toolhire branches planned for opening in the second half will be served from the Warrington RDC.

Contracts

The Contracts division has three main brands: Keyline, CCF and BSS which distribute civil and heavy building materials, drainage, interior building products and pipeline and heating solutions to contractors, trade professionals and other customers.

The table below sets out certain key financial performance metrics for the Contracts/Specialist Merchanting division for the years ended 31 December 2012 and 2013 and for the six months ended 30 June 2014:

	Change				Change between
	30 June 2014	between HY 2013 and 2014	31 December 2013	31 December 2012	FY 2012 and 2013
Revenue……………	£513 million	12.4%	£956 million	£890 million	7.4%
Like-for-like growth*	11.1%	6.2 ppt	6.8%	-	-
Segment profit……….	£35 million	5.5%	£68 million	£66 million	3.0%
Operating margin…….	6.8%	(0.4) ppt	7.1%	7.4%	(0.3) ppt

Overview of 2013 - Contracts

The Contracts division improved the depth of product range available to its customer base which was rewarded with strong volume growth in 2013.

In 2013, the division's revenue grew by 7.4 per cent. owing to range improvements, selective price investments and the reduction in capacity from a significant competitor failure. Despite the poor weather experienced in the first quarter of 2013, Keyline's range extension and customer service focus enabled it to deliver double digit revenue growth in both the first half and second half of 2013. Further specialisation improved sales but, in part, resulted in more direct to site deliveries which in turn attract a lower gross margin. Gross margins improved slightly in the second half of 2013.

Levels of activity in the new housing market in 2013 were encouraging and resulted in an increased level of demand by specialist groundwork contractors. Investment in expertise to support market specialisation was increased in order to access the rail and utilities markets and, in particular, in drainage and geotextile products. The expansion of the contractor customer base and access to new customers in the rail and utilities markets provided a solid base for future growth.

After a slow first quarter in 2013, CCF's revenue growth improved in each successive quarter, recording double digit growth in the second half of 2013 and gaining market share for the year. The development of new market sectors for the CCF business, such as the introduction of the Sektor brand in the internal partitions market, and an improving product mix helped to offset gross margin declines in commodity categories which faced intense competitive discounting.

The opening of Belvedere branch brought the total CCF network to 31 branches as at December 2013. The online presence of CCF continued to grow, albeit from a relatively small base.

Despite the commercial and industrial market sectors remaining weak, BSS performed well due to an increased focus on the industrial market. LFL growth was over twice that of the division as a whole. Ten industrial centres of excellence were opened in the year, stocking a wider range of products coupled with greater service and technical expertise. Seven BSS toolhire implants opened in the year bringing the total number of branches to 18.

The BSS industrial network was expanded during 2013 with the opening of two new concept branches, one as an implant branch at a Keyline site and one as a standalone small footprint branch. These branches traded well in the final quarter of 2013 and give the Group confidence that these formats could be extended into other catchments.

Overview of 2014 - Contracts

The Contracts division grew revenues by 12.4 per cent. in the first half of 2014, with good progress made in specialist categories in all three businesses. The market remained competitive with price being a significant driver to grow volumes in CCF, Keyline and BSS.

LFL sales in the six months to 30 June 2014 were 11.1 per cent. up, driven by the division's selective price investments, growth in specialist category sales and in part owing to weaker prior year comparatives.

One new CCF branch was opened in the first half of 2014 and, in addition to the Keyline and Travis Perkins rebranded sites, a new branch format for Keyline was trialled with plans to open in two new locations by the end of 2014.

Work continued to leverage the benefits of the newly-established Contracts division in areas of project tracking, national accounts management and customer service proposition development.

The launch of Sektor, CCF's partitions business, continued, with investment being made to broaden the range, in new showrooms and in the sales team.

Consumer

The Consumer division supplies domestic building and decorative materials through retail stores. It differentiates its proposition through a higher proportion of own brand products, low prices and good availability supplemented by the key brands required by DIYers and the trade.

The table below sets out certain key financial performance metrics for the Consumer division for the years ended 31 December 2012 and 2013 and for the six months ended 30 June 2014:

	30 June 2014	Change between HY 2013 and 2014	31 December 2013	31 December 2012	Change between FY 2012 and 2013
Revenue…………	£638 million	8.8%	£1,180 million	£1,152 million	2.4%
Like-for-like growth*………….	6.8%	7.9 ppt	1.0%	-	-
Segment profit…	£36 million	22.4%	£63 million	£65 million	(2.7)%
Operating margin	5.6%	0.6 ppt	5.3%	5.6%	(0.3) ppt

Overview of 2013 - Consumer

Revenue in the Consumer division increased by 2.4 per cent. in 2013 despite a challenging customer environment and inclement weather throughout the first quarter of 2013. Sales growth gradually improved throughout the year. Wickes price investment accelerated in the second half of 2013 with volumes growing as a result, however, gross margins were impacted by these investments. Improvements in sourcing, changes in the distribution of ordered bathrooms and the removal of the Mycard reward programme helped reduce the impact of the greater price investment and deeper promotional offers. Wickes increased its focus in reducing operating costs and in doing so reduced its cost to sales ratio during 2013. Good progress was made in consolidating warehouse operations, improving labour productivity following the introduction of autoreplenishment systems and through the downsizing and sub-letting of oversized shops. Four stores were relocated or downsized, and two new stores were opened in 2013. In addition, new online and mobile platforms were introduced.

Toolstation had an encouraging year of sales growth and network expansion. Double digit LFL revenue growth was driven by a continued focus on customer service, strong availability and investments in ensuring the lowest prices in the market. 24 new shops were opened during the year, including 9 implants in Wickes.

Toolstation implants in Wickes helped Wickes drive additional footfall and contributed to rent costs. Toolstation benefitted from Wickes footfall thereby achieving profitability faster than in many of the new standalone shops.

Overview of 2014 - Consumer

During the first six months of 2014, revenue in the Consumer division increased by 8.8 per cent.

Encouragingly, like-for-like growth of 6.8 per cent. in the second quarter of 2014 was consistent with that in the first quarter despite stronger comparatives. Improvements in the promotional programme, ranging and pricing also helped to recover margins in the second quarter.

In the first half of 2014, two Wickes stores were relocated, optimising space and improving profitability. Eight new Toolstation branches were opened as implants in Wickes, improving the customer proposition and optimising space. A further seven standalone Toolstation branches were opened in the six months to 30 June 2014. Tile Giant opened one new store and closed three stores in the six months to 30 June 2014.

The Wickes management team was strengthened during 2014 to include experience from across the UK's retail, online and fast moving consumer goods sectors.

Toolstation again performed well in the first six months of 2014, both in headline revenue growth and likefor-like revenue growth. During the first six months of 2014, fifteen new stores were opened, including Wickes implants.

Plumbing and Heating

Plumbing and Heating supplies the trade with plumbing, heating, ventilation, air conditioning and related products. Plumbing Trade Supplies and City Plumbing Supplies are the main brands in the division which supplies a wide range of customers including domestic plumbers, independent merchants, large contractors and public services. As well as selling branded products the division has developed very successful own brand products such as BOSS and IFLO.

The table below sets out certain key financial performance metrics for the Plumbing and Heating division for the years ended 31 December 2012 and 2013 and for the six months ended 30 June 2014:

	Change				Change
	30 June 2014	between HY 2013 and 2014	31 December 2013	31 December 2012	between FY 2012 and 2013
Revenue………	£672 million	8.4%	£1,366 million	£1,279 million	6.8%
Like-for-like growth*………….	7.4%	6.5 ppt	5.4%	-	-
Segment profit…	£24 million	27.5%	£56 million	£40 million	42.5%
Operating margin	3.6%	0.5 ppt	4.1%	3.1%	1.1 ppt

Overview of 2013 - Plumbing and Heating

The challenging trading conditions experienced in 2012 continued into 2013 and were further exacerbated by the poor weather in the first quarter of 2013. However, trading conditions improved significantly during 2013 resulting in sales growth of 6.8 per cent. and LFL growth of 5.4 per cent. in 2013. Demand for domestic plumbing and heating products grew steadily during 2013 as housebuilder activity increased. RMI activity also increased and the government backed Energy Company Obligation ("ECO") schemes further assisted the number of boiler installations.

Gross margins for the division increased despite market conditions and intense competitive pricing. This was achieved through strong partnerships with key suppliers, and improvements in sourcing and product mix as well as a number of one-off short term contract benefits.

Overheads were well controlled with the ratio of cost to sales reduced in 2013 by 0.5 ppt. The improvement in the cost ratio was achieved despite further investment in the continued roll out of new showrooms and spares implants through the existing branch network.

Expansion into complementary business areas continued to be an important part of the Group's strategy. In January 2013, Solfex Energy Systems was acquired by the Group, distributing sustainable solar and heating product installation packages. In July 2013, the Group purchased a 51 per cent. stake in Plumbnation, an online business distributing heating products.

Overview of 2014 - Plumbing and Heating

Revenue in the Plumbing and Heating division increased by 8.4 per cent. in the six months to 30 June 2014 despite a continuation of the challenging trading conditions experienced in 2013. The boiler market contributed to strong revenue growth in the first quarter, up 13.2 per cent. Growth in the first quarter of 2014 in the boiler category was supported by the ECO scheme.

Gross margin included the benefit of a number of one off short term contracts but despite these benefits gross margin declined by 0.9 percentage points as the business was adversely affected by a change in sales mix in favour of boilers, increased cost price inflation and intense competitive pricing.

In March 2014, the division announced plans to clarify the Plumbing & Heating format strategy, aligning the Plumbing Trading Supplies business to support large contract customers with City Plumbing Supplies to support local installers. As at 30 June 2014, 43 branches were in the preparation stages of conversion. Two branches have completed the change from a Plumbing Trading Supplies to a City Plumbing Supplies format. The conversion programme will provide local installers with greater access to the new City Plumbing Supplies showroom format, an improved product offer and better availability.

Within City Plumbing Supplies, the Endeavour bathroom showroom concept continued to show good results. Another 14 conversions were completed by the end of June 2014.

Health and Safety

The continued health and safety of all people who come into contact with the Group is given high priority throughout the Group. The Group's aim is to eliminate all health and safety related incidents so that nobody is injured when they are involved in any activity influenced by the Group whether it is in its branches, at its customers' premises or in the factories of suppliers of the products it sells.

The Group has a health and safety committee chaired by Andrew Simon, a non-executive board director, that sets standards for health and safety throughout the Group and regularly monitors progress made towards achieving them.

Environment

As the UK's largest supplier of building materials the Group has a significant environmental footprint which it takes great care to try and minimise. Environmental targets have been set and many initiatives are underway to further lower the Group's carbon footprint by reducing its direct and indirect consumption of energy, water and fuel.

Focus is also put on reducing the Group's impact on the local environments in which it operates. Pollution and nuisance prevention is a key part of the Group's environmental agenda with the aim of avoiding any reportable incidents or complaints from those people that are affected by the Group's activities.

Finally, customers of the Group are becoming increasingly environmentally aware so together with suppliers considerable effort is expended trying to maximise the quantity of product obtained from sustainable sources.

Board of Directors and Committees

The Group is led by an experienced Board and executive team that has adopted a measured approach to trading and investment throughout the last five years. The table below sets out the names, positions and principal activities outside the Group of each of the Board members:

Name:	Position:	Principal outside activities:
Robert Walker	Chairman	Chairman of Enterprise Inns plc and Eagle Topco Limited, and a senior independent director of Tate & Lyle PLC
John Carter	Chief Executive	A trustee of the Building Research Establishment
Anthony Buffin	Chief Financial Officer	Non-executive director of the Dyson Family Board
Ruth Anderson	Non-Executive Director	Non-executive director of Ocado plc, Guinness Peat Group plc, Coats plc, and The Royal Parks, and a trustee of the Duke of Edinburgh's Award charity
John Coleman	Non-Executive Director	Chairman of AGA Rangemaster Group plc and a non-executive director of Bonmarche Holdings plc
Christopher Rogers	Non-Executive Director	Managing Director of Costa Coffee and a director of Whitbread PLC
Andrew Simon O.B.E.	Non-Executive Director	Non-executive director of Finning

Name: Position: Principal outside activities:

International Inc., Management Consulting Group plc, SGL Carbon SE, Exova Group plc, Icon Infrastructure Management LLP, Icon 1A GP Ltd, British Car Auctions and Gulf Keystone Petroleum Ltd

The business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton NN5 7UG.

Robert Walker was appointed as a non-executive director in September 2009 and became Chairman of Travis Perkins plc in May 2010. He is chairman of Enterprise Inns plc and Eagle Topco Limited, and a senior independent director of Tate & Lyle PLC. He was previously chairman of WH Smith PLC, Williams Lea Group Ltd and BCA Europe and Americana International Holdings Ltd and Group Chief Executive of Severn Trent Plc. He spent over 30 years with Procter & Gamble, McKinsey and PepsiCo and has also served as a non-executive director on a number of other FTSE 100 and 250 boards. He is Chairman of the Nominations Committee and a member of the Remuneration and Health & Safety Committees.

John Carter joined Sandell Perkins as a management trainee in 1978. He held a number of regional management positions, before being appointed Managing Director, Operations in 1996, and a director of Travis Perkins plc in July 2001. He became Chief Operating Officer in February 2005 and Deputy Chief Executive in December 2011. He was appointed Chief Executive on 1 January 2014. He is a trustee of the Building Research Establishment. He is a member of the Health & Safety Committee and Chairman of the Executive Committee.

Anthony Buffin was appointed as Chief Financial Officer on 8 April 2013. He is a chartered accountant and was previously with Wesfarmers in Australia where he was Chief Financial Officer of the Coles Group from 2009. Prior to that he was Chief Executive Officer of the Loyalty Management Group owned by TSX listed Aimia Inc. He is a non-executive director of the Dyson Family Board. He is member of the Executive Committee.

Ruth Anderson was appointed as a non-executive director in 2011. She is a non-executive director of Ocado plc, Guinness Peat Group plc, Coats plc, The Royal Parks – an executive agency of the Department for Culture, Media and Sport and a trustee of the charity the Duke of Edinburgh's Award. She is a chartered accountant and held a number of positions in KPMG (UK) from 1976 to 2009, being a member of its board from 1998 to 2004 and Vice Chair from 2005 to 2009. She is Chairman of the Audit Committee and a member of the Health & Safety Committee.

John Coleman was appointed as a non-executive director in 2005. He is a chartered management accountant and Chairman of AGA Rangemaster Group plc and a non-executive director of Bonmarche Holdings plc. He has previously been Chairman of Holiday Break plc, Chief Executive of House of Fraser plc and Chief Executive of Texas Homecare and of a number of businesses within Burton Group PLC. He was Senior Independent Director from January 2013, until 1 August 2014 and is a member of the Remuneration, Audit and Nominations Committees.

Christopher Rogers was appointed as a non-executive director on 1 September 2013. He is a chartered accountant, Managing Director of Costa Coffee and a director of Whitbread PLC, of which he was Group Finance Director from 2005 to 2012. He was Group Finance Director of Woolworth Group PLC from 2001 to 2005 and previously held senior roles in both finance and commercial functions in Comet Group PLC and Kingfisher PLC. He was also a non-executive director of HMV Group PLC from 2006 to 2012. He is a member of the Audit Committee.

Andrew Simon O.B.E. was appointed as a non-executive director in 2006. He is a non-executive director of Finning International Inc. (Canada), Management Consulting Group plc, SGL Carbon SE (Germany), Exova Group plc, Icon Infrastructure Management LLP (Guernsey), Icon 1A GP Ltd, British Car Auctions and Gulf Keystone Petroleum Ltd (Bermuda). He was previously Deputy Chairman of Dalkia plc, Chairman and Chief Executive of Evode Group plc and has also held non-executive directorships with Severn Trent Plc, Ibstock PLC, Laporte Plc, Associated British Ports Holdings PLC, and Brake Bros Holdings Ltd. He is chairman of the Remuneration and Health & Safety Committees, a member of the Nominations Committee and became Senior Independent Director on 1 August 2014.

There are no potential conflicts of interest between the duties to the Group of any of the Directors listed above and their private interests and/or other duties.

The Board has five committees: the Audit Committee, the Remuneration Committee, the Nominations Committee, the Health & Safety Committee and the Executive Committee. These committees perform preparatory and advisory work for the Board.

Major Shareholders

The principal shareholders of the Issuer as at 9 July 2014 were as follows:

Name	Number of Shares	%
Sprucegrove Investment Management………	13,384,956	5.42
Blackrock Inc………………………………	12,392,068	5.02
AXA Group…………………………………	8,143,839	3.30
Aberdeen Group……………………………	8,025,021	3.25
Legal and General Group……………………	7,767,684	3.15

As at 30 June 2014, the Issuer was not aware of any person who directly or indirectly, jointly or severally, by any entity, exercises or could exercise control over the Issuer nor is the Issuer aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Issuer.

DESCRIPTION OF CCF LIMITED

CCF Limited ("CCF") is a direct wholly owned subsidiary of Travis Perkins plc. CCF is incorporated in England and Wales as a private limited company with registration number 1632482. CCF was incorporated on 30 April 1982 under the name "Billarch Limited", and its name was changed to "Special Acoustic Services (Group Services) Limited" on 1 June 1983, then to "Special Acoustic Services Group Ltd" on 9 September 1988, then to "SAS Group Services Limited" on 6 September 1990, then to "Commercial Ceiling Factors Limited" on 15 October 2002, and then to "CCF Limited" on 24 April 2003. The address of CCF's registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activities of CCF are the marketing and distribution of specialist interior building products to the construction industry within the United Kingdom.

Board of Directors

The Directors and Company Secretary of CCF and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Frank Elkins	Director	None
Stephen Harris	Director	None
Carol Kavanagh	Director	None
Howard Luft	Director	None
Martin Meech	Director	None
Robin Proctor	Director	None
TPG Management Services Limited	Company Secretary	None

With the exception of Frank Elkins, the business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

The business address of Frank Elkins is Fleet House, Lee Circle, Leicester, LE1 3QQ.

There are no potential conflicts of interest between the duties to CCF of any of the Directors listed above and their private interests and/or other duties.

Share Capital

CCF's authorised share capital of £1,810,000 comprises:

Class name	Capital
Ordinary £1.00	£100,000
Preference £1.00	£1,710,000

The issued share capital of £1,711,000 comprises, and is legally and beneficially owned and directly controlled by:

Shareholder
Travis Perkins plc
Perkins Finance Company
Travis Limited

The rights of Travis Perkins plc as a shareholder in CCF are contained in the articles of association of CCF and will be managed by the Directors in accordance with those articles and with English law.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which CCF is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of CCF.

Financial Information

CCF is a direct wholly owned subsidiary of Travis Perkins plc. The financial statements of CCF are consolidated into the consolidated financial statements of Travis Perkins plc.

CCF, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF CITY PLUMBING SUPPLIES HOLDINGS LIMITED

City Plumbing Supplies Holdings Limited ("City Plumbing Supplies") is an indirect wholly owned subsidiary of Travis Perkins plc. City Plumbing Supplies is incorporated in England and Wales as a private limited company with registration number 02489546. City Plumbing Supplies was incorporated on 5 April 1990 under the name "Quadrant Contract Management plc", and its name was changed to "City Plumbing Supplies Holdings plc" on 7 December 1990, and then to "City Plumbing Supplies Holdings Limited" on 25 June 2002. The address of City Plumbing Supplies' registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activities of City Plumbing Supplies are the provision of agency services in relation to the plumbing and heating business of Travis Perkins Plumbing & Heating LLP.

Board of Directors

The Directors and Company Secretary of City Plumbing Supplies and their functions and principal activities outside the Group, are as follows:

Name		Title	Principal activities outside the Group
John Carter		Director	Trustee of the Building Research Establishment
Anthony Buffin		Director	Non-executive director of the Dyson Family Board
Norman Bell		Director	None
John Frost		Director	None
Sue Greatorex		Director	None
Carol Kavanagh		Director	None
Martin Meech		Director	None
Matt Parker		Director	None
Robin Proctor		Director	None
Paul Tallentire		Director	None
TPG Management Limited	Services	Company Secretary	None

With the exception of Paul Tallentire, the business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

The business address of Paul Tallentire is Fleet House, Lee Circle, Leicester, LE1 3QQ.

There are no potential conflicts of interest between the duties to City Plumbing Supplies of any of the Directors listed above and their private interests and/or other duties.

Share Capital

City Plumbing Supplies' authorised share capital of £6,254,000 comprises:

Class name	Capital
Ordinary £1.00	£1,881,475
Ordinary (2) £1.00	£2
Preference Special £1.00	£4,254,000
Preference £1.00	£118,523

The issued share capital of £5,910,796 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £1.00	£1,538,271	City Investments Limited
Ordinary (2) £1.00	£2	City Investments Limited
Preference Special £1.00	£4,254,000	Travis Perkins Finance Company Limited
Preference £1.00	£118,523	Private shareholder

The rights of City Investments Limited as a shareholder in City Plumbing Supplies are contained in the articles of association of City Plumbing Supplies and will be managed by the Directors in accordance with those articles and with English law. City Investments Limited is a wholly owned subsidiary of Travis Perkins plc. The £1 preference shares have no voting rights.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which City Plumbing Supplies is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of City Plumbing Supplies.

Financial Information

City Plumbing Supplies is an indirect wholly owned subsidiary of Travis Perkins plc. The financial statements of City Plumbing Supplies are consolidated into the consolidated financial statements of Travis Perkins plc.

City Plumbing Supplies, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF KEYLINE BUILDERS MERCHANTS LIMITED

Keyline Builders Merchants Limited ("Keyline Builders Merchants") is a direct wholly owned subsidiary of Travis Perkins plc. Keyline Builders Merchants is incorporated in Scotland as a private limited company with registration number SC042425. Keyline Builders Merchants was incorporated on 21 July 1965 under the name "D.A. Monteith (Holdings) Limited", and its name was changed on 8 March 1982 to "Wimpey Merchants Limited", then to "Cement-Roadstone Merchants Limited" on 19 September 1986, then to "CRH Merchants Limited" on 4 June 1987, then to "J. & W. Henderson Limited" on 28 November 1988, and then to "Keyline Builders Merchants Limited" on 30 January 1991. The address of Keyline Builders Merchants' registered office is Suite S3, 8 Strathkelvin Place, Kirkintilloch, Scotland, G66 1XT and the telephone number of the registered office is 0141 777 8979.

The principal activities of Keyline Builders Merchants are the marketing and distribution of timber, heavy building materials, civils and drainage solutions to the building trade and construction industry within the United Kingdom.

Board of Directors

The Directors and Company Secretary of Keyline Builders Merchants and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Norman Bell	Director	None
Frank Elkins	Director	None
Kieran Griffin	Director	None
Stephen Harris	Director	None
Carol Kavanagh	Director	None
Martin Meech	Director	None
Robin Proctor	Director	None
TPG Management Services Limited	Company Secretary	None

With the exception of Frank Elkins, Anthony Buffin and Stephen Harris, the business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

The business address of Frank Elkins is Fleet House, Lee Circle, Leicester, LE1 3QQ.

The business address of Anthony Buffin and Stephen Harris is Keyline Builders Merchants' registered office.

There are no potential conflicts of interest between the duties to Keyline Builders Merchants of any of the Directors listed above and their private interests and/or other duties.

Share Capital

Keyline Builders Merchants' authorised share capital of £91,542,501 comprises:

Class name	Capital
Ordinary £1.00	£78,364,000
Cumulative Redeemable Preference £1.00	£6,000,000
Preference £1.00	£7,178,501

The issued share capital of £91,542,501 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £1.00	£78,364,000	Travis Perkins plc
Cumulative Redeemable Preference £1.00	£6,000,000	Travis Perkins plc
Preference £1.00	£7,178,501	Travis Perkins Finance Company Limited

The rights of Travis Perkins plc as a shareholder in Keyline Builders Merchants are contained in the articles of association of Keyline Builders Merchants and will be managed by the Directors in accordance with those articles and with Scots law.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Keyline Builders Merchants is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of Keyline Builders Merchants.

Financial Information

Keyline Builders Merchants is a direct wholly owned subsidiary of Travis Perkins plc. The financial statements of Keyline Builders Merchants are consolidated into the consolidated financial statements of Travis Perkins plc.

Keyline Builders Merchants, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

1. A £550,000,000 revolving credit facility which expires on 15 December 2016;

2. 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
3. 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
4. 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
5. 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
6. 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF PTS GROUP LIMITED

PTS Group Limited ("PTS Group") is an indirect wholly owned subsidiary of Travis Perkins plc. PTS Group is incorporated in England and Wales as a private limited company with registration number 02219435. PTS Group was incorporated on 9 February 1988 under the name "P.T.S. Group plc", and its name was changed to "PTS Group Limited" on 23 March 1995. The address of PTS Group's registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

PTS Group provides a comprehensive supply of plumbing and heating products to industrial, commercial, domestic and specialist markets in the United Kingdom. The principal products relate to heating, plumbing process control, pipeline equipment, tooling and health and safety. It also provides agency services in relation to the plumbing and heating business of Travis Perkins Plumbing & Heating LLP.

Board of Directors

The Directors and Company Secretary of PTS Group and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Norman Bell	Director	None
Sue Greatorex	Director	None
Carol Kavanagh	Director	None
Martin Meech	Director	None
Matt Parker	Director	None
Robin Proctor	Director	None
Paul Tallentire	Director	None
TPG Management Services Limited	Company Secretary	None

With the exception of Paul Tallentire, the business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

The business address of Paul Tallentire is Fleet House, Lee Circle, Leicester, LE1 3QQ.

There are no potential conflicts of interest between the duties to PTS Group of any of the Directors listed above and their private interests and/or other duties.

Share Capital

PTS Group's authorised share capital of £6,629,603 comprises:

Class name Capital

Ordinary £0.20 £6,629,603

The issued share capital of £4,984,897.20 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £0.20	£4,984,897.20	The BSS Group Limited

The rights of The BSS Group Limited as a shareholder in PTS Group are contained in the articles of association of PTS Group and will be managed by the Directors in accordance with those articles and with English law. The BSS Group Limited is a wholly owned subsidiary of Travis Perkins plc.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which PTS Group is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of PTS Group.

Financial Information

PTS Group is an indirect wholly owned subsidiary of Travis Perkins plc. The financial statements of PTS Group are consolidated into the consolidated financial statements of Travis Perkins plc.

PTS Group, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF TRAVIS PERKINS PLUMBING & HEATING LLP

Travis Perkins Plumbing & Heating LLP ("TP P&H") is an indirect subsidiary of Travis Perkins plc. TP P&H is incorporated in England and Wales as a limited liability partnership with registration number OC369329. TP P&H was incorporated on 31 October 2011. The address of TP P&H's registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activities of TP P&H are the supply of plumbing, heating and sanitary ware within the United Kingdom.

Operating Board

The Members of TP P&H and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Designated Member	Trustee of the Building Research Establishment
Anthony Buffin	Designated Member	Non-executive director of the Dyson Family Board
Christopher Bosworth	Member	None
John Frost	Member	None
Chris Hufflett	Member	None
Jed Kenrick	Member	None
Matt Parker	Member	None
Paul Tallentire	Member	None
Travis Perkins P&H Partner Limited	Member	None

With the exception of Paul Tallentire, the business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

The business address of Paul Tallentire is Fleet House, Lee Circle, Leicester, LE1 3QQ.

There are no potential conflicts of interest between the duties to TP P&H of any of the Members listed above and their private interests and/or other duties.

LLP units

Members do not receive any interest on their capital contributions or any remuneration other than their share of profits in accordance with profit sharing agreements.

Corporate members are entitled to all profits of TP P&H in proportion to the number of LLP units held. Travis Perkins P&H Partner Limited is TP P&H's sole corporate member holding 100 per cent. of the LLP units. Travis Perkins P&H Partner Limited is a fully owned direct subsidiary of Travis Perkins Acquisitions Company Limited. Travis Perkins Acquisitions Company Limited is a fully owned direct subsidiary of Travis Perkins plc.

The rights of the Members of TP P&H are contained in the partnership agreement of TP P&H and will be managed by the Members in accordance with that agreement and with English law.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which TP P&H is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of TP P&H.

Financial Information

TP P&H is an indirect subsidiary of Travis Perkins plc. The financial statements of TP P&H are consolidated into the consolidated financial statements of Travis Perkins plc.

TP P&H, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF TRAVIS PERKINS (PROPERTIES) LIMITED

Travis Perkins (Properties) Limited ("Travis Perkins (Properties)") is a direct wholly owned subsidiary of Travis Perkins plc. Travis Perkins (Properties) is incorporated in England and Wales as a private limited company with registration number 00468024. Travis Perkins (Properties) was incorporated on 2 May 1949 under the name "Travis & Arnold Public Limited Company", and its name was changed to "Travis Perkins Trading Company Limited" on 15 February 1989, and then to "Travis Perkins (Properties) Limited" on 2 January 1992. The address of Travis Perkins (Properties)'s registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activity of Travis Perkins (Properties) is the management of the Group's property portfolio which comprises mainly trading branches and warehouses. The majority of sites are occupied on short leases, but the Group owns a significant number of freehold properties. A small number of properties are held as investment properties, with the aim of making capital gains in the future or earning a margin on rental income.

Board of Directors

The Directors and Company Secretary of Travis Perkins (Properties) and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group Trustee of the Building Research Establishment
John Carter	Director
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Martin Meech	Director	None
TPG Management Services Limited	Company Secretary	None

The business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

There are no potential conflicts of interest between the duties to Travis Perkins (Properties) of any of the Directors listed above and their private interests and/or other duties.

Share Capital

The authorised share capital of Travis Perkins (Properties) of £40,931,757 comprises:

Class name	Capital
Ordinary £0.25	£10,000,000
Preference £1.00	£30,931,757

The issued share capital of £39,852,007 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £0.25	£8,920,250	Travis Perkins plc
Preference £1.00	£30,931,757	Travis Perkins Finance Company Limited

The rights of Travis Perkins plc as a shareholder in Travis Perkins (Properties) are contained in the articles of association of Travis Perkins (Properties) and will be managed by the Directors in accordance with those articles and with English law.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Travis Perkins (Properties) is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of Travis Perkins (Properties).

Financial Information

Travis Perkins (Properties) is a direct wholly owned subsidiary of Travis Perkins plc. The financial statements of Travis Perkins (Properties) are consolidated into the consolidated financial statements of Travis Perkins plc.

Travis Perkins (Properties), along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF TRAVIS PERKINS TRADING COMPANY LIMITED

Travis Perkins Trading Company Limited ("TPTC") is a direct wholly owned subsidiary of Travis Perkins plc. TPTC is incorporated in England and Wales as a private limited company with registration number 00733503. TPTC was incorporated on 27 August 1962 under the name "Bernard J. Newman & Company Limited", and its name was changed to "Sandell Perkins Trading Company Limited" on 30 April 1985, and then to "Travis Perkins Trading Company Limited" on 2 January 1992. The address of TPTC's registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activities of TPTC are the marketing and distribution of timber, building and plumbing materials and the hiring of tools to the building trade and industry generally in the United Kingdom.

Board of Directors

The Directors and Company Secretary of TPTC and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Norman Bell	Director	None
Arthur Davidson	Director	None
David Evans	Director	None
Phillip Gransden	Director	None
Andrew Harrison	Director	None
Carol Kavanagh	Director	None
David Kelman	Director	None
Martin Meech	Director	None
Mark Nottingham	Director	None
Ian Preedy	Director	None
Robin Proctor	Director	None
David Saunderson	Director	None
TPG Management Services	Company Secretary	None

Limited

The business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton NN5 7UG.

There are no potential conflicts of interest between the duties to TPTC of any of the Directors listed above and their private interests and/or other duties.

Share Capital

TPTC's authorised share capital of £49,206,885 comprises:

Class name	Capital
Ordinary £1.00	£5,110,500
Preference £1.00	£44,096,385

The issued share capital of £49,155,645 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £1.00	£5,059,260	Travis Perkins plc
Preference £1.00	£44,096,385	Travis Perkins Finance Company Limited

The rights of Travis Perkins plc as a shareholder in TPTC are contained in the articles of association of TPTC and will be managed by the Directors in accordance with those articles and with English law.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which TPTC is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of TPTC.

Financial Information

TPTC is a direct wholly owned subsidiary of Travis Perkins plc. The financial statements of TPTC are consolidated into the consolidated financial statements of Travis Perkins plc.

TPTC, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF WICKES BUILDING SUPPLIES LIMITED

Wickes Building Supplies Limited ("Wickes Building Supplies") is an indirect wholly owned subsidiary of Travis Perkins plc. Wickes Building Supplies is incorporated in England and Wales as a private limited company with registration number 1840419. Wickes Building Supplies was incorporated on 13 August 1984 under the name "Builders Mate Limited", and then its name was changed to "Wickes Building Supplies Limited" on 9 February 1989. The address of Wickes Building Supplies' registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activity of Wickes Building Supplies is operating retail DIY stores.

Board of Directors

The Directors and Company Secretary of Wickes Building Supplies and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Norman Bell	Director	None
Carol Kavanagh	Director	None
Simon King	Director	None
Martin Meech	Director	None
Andrew Morrison	Director	None
Ian Preedy	Director	None
Robin Proctor	Director	None
TPG Management Services Limited	Company Secretary	None

The business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton NN5 7UG.

There are no potential conflicts of interest between the duties to Wickes Building Supplies of any of the Directors listed above and their private interests and/or other duties.

Share Capital

Wickes Building Supplies' authorised share capital of £25,317,000 comprises:

Class name	Capital
Ordinary 'A' £1.00	£10,000,000
Preference £1.00	£15,317,000

The issued share capital of £25,317,000 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary 'A' £1.00	£10,000,000	Wickes Holdings Limited
Preference £1.00	£15,317,000	Travis Perkins Finance Company Limited

The rights of Wickes Holdings Limited as a shareholder in Wickes Building Supplies are contained in the articles of association of Wickes Building Supplies and will be managed by the Directors in accordance with those articles and with English law. Wickes Holdings Limited is a wholly owned subsidiary of Wickes Limited. Wickes Limited is a wholly owned subsidiary of Travis Perkins plc.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Wickes Building Supplies is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of Wickes Building Supplies.

Financial Information

Wickes Building Supplies is an indirect subsidiary of Travis Perkins plc. The financial statements of Wickes Building Supplies are consolidated into the consolidated financial statements of Travis Perkins plc.

Wickes Building Supplies, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

DESCRIPTION OF WICKES LIMITED

Wickes Limited ("Wickes") is a direct subsidiary of Travis Perkins plc. Wickes is incorporated in England and Wales as a private limited company with registration number 2070200. Wickes was incorporated on 3 November 1986 under the name "Cityquest Public Limited Company" and then its name was changed to "Wickes plc" on 20 May 1987 and then to "Wickes Limited" on 15 December 2000. The address of Wickes' registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activity of Wickes is that of an intermediate holding company.

Board of Directors

The Directors and Company Secretary of Wickes and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Martin Meech	Director	None
TPG Management Services Limited	Company Secretary	None

The business address of each of the above is Lodge Way House, Lodge Way, Harlestone Road, Northampton, NN5 7UG.

There are no potential conflicts of interest between the duties to Wickes of any of the Directors listed above and their private interests and/or other duties.

Share Capital

The authorised share capital of £59,111,309 comprises:

Class name	Capital
Ordinary £0.50	£59,111,309

The issued share capital of £27,812,612 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £0.50	£27,812,612	Travis Perkins plc

The rights of Travis Perkins plc as a shareholder in Wickes are contained in the articles of association of Wickes and will be managed by the Directors in accordance with those articles and with English law.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Wickes is aware) during the 12 month period preceding the date hereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of Wickes.

Financial Information

Wickes is a direct subsidiary of Travis Perkins plc. The financial statements of Wickes are consolidated into the consolidated financial statements of Travis Perkins plc.

Wickes, along with 8 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

• 1. A £550,000,000 revolving credit facility which expires on 15 December 2016;
• 1. U.S.\$200,000,000 5.89% Guaranteed Series B Senior Notes due 26 January 2016;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £50,000,000 bilateral credit facility with Barclays which expires on 31 March 2015;
• 1. A £50,000,000 bilateral credit facility with RBS which expires on 31 March 2015; and
• 1. A £50,000,000 bilateral credit facility with Lloyds which expires on 31 March 2015.

USE OF PROCEEDS

The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes.

TAXATION

General

The comments below are of a general nature and are not intended to be exhaustive. They assume that there will be no further issues of securities that will form a single series with the Notes, and do not address the consequences of any further issue (notwithstanding that such further issue may be permitted by the Conditions). Any Noteholders who are in doubt as to their own tax position should consult their professional advisers.

United Kingdom Taxation

The comments in this part are based on current United Kingdom tax law as applied in England and Wales and HM Revenue & Customs practice (which may not be binding on HM Revenue & Customs). They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who hold their Notes and Coupons as investments (regardless of whether the holder also carries on a trade, profession or vocation through a permanent establishment, branch or agency to which the Notes are attributable) and are the absolute beneficial owners thereof. In particular, Noteholders holding their Notes via a depositary receipt system or clearance service should note that they may not always be the beneficial owners thereof. Certain classes of persons such as dealers, certain professional investors, or persons connected with the Issuer may be subject to special rules and this summary does not apply to such Noteholders.

Withholding

While the Notes continue to be listed on a recognised stock exchange within the meaning of Section 1005 of the Income Tax Act 2007, payments of interest by the Issuer may be made without withholding or deduction for or on account of United Kingdom income tax. The London Stock Exchange is a recognised stock exchange for these purposes. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List by the United Kingdom Listing Authority and are admitted to trading on the London Stock Exchange.

If the Notes cease to be so listed, interest will generally be paid by the Issuer under deduction of income tax at the basic rate unless: (i) another relief applies; or (ii) the Issuer has received a direction to the contrary from HM Revenue & Customs in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

If interest were paid under deduction of United Kingdom income tax (e.g. if the Notes lost their listing), Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty. Payments of principal are not subject to withholding.

Payments in respect of the Guarantee

The United Kingdom withholding tax treatment of payments by the Guarantor under the terms of the Guarantee in respect of interest on the Notes (or other amounts due under the Notes other than the repayment of amounts subscribed for the Notes) is uncertain. In particular, such payments by the Guarantor may not be eligible for the exemption in respect of securities listed on a recognised stock exchange described above in relation to payments of interest by the Issuer. Accordingly, if the Guarantor makes any such payments, these may be subject to United Kingdom withholding tax at the basic rate.

Information reporting

Information relating to securities may be required to be provided to HM Revenue & Customs in certain circumstances. This may include the value of the Notes, details of the holders or beneficial owners of the Notes (or the persons for whom the Notes are held), details of the persons to whom payments derived from the Notes are or may be paid and information and documents in connection with transactions relating to the Notes. Information may be required to be provided by, amongst others, the holders of the Notes, persons by (or via) whom payments derived from the Notes are made or who receive (or would be entitled to receive) such payments, persons who effect or are a party to transactions relating to the Notes on behalf of others and certain registrars or administrators. In certain circumstances, the information obtained by HM Revenue & Customs may be provided to tax authorities in other countries.

Taxation of Disposal (including Redemption) and Return

Noteholders Within the Charge to United Kingdom Corporation Tax

Noteholders within the charge to United Kingdom corporation tax (including non-resident Noteholders whose Notes are used, held or acquired for the purposes of a trade carried on in the United Kingdom through a permanent establishment) will be subject to tax as income on all profits and gains from the Notes broadly in accordance with their statutory accounting treatment. Such Noteholders will generally be charged in each accounting period by reference to interest and other amounts which, in accordance with generally accepted accounting practice, are recognised in determining the Noteholder's profit or loss for that period. Fluctuations in value relating to foreign exchange gains and losses in respect of the Notes will be brought into account as income.

Other United Kingdom Noteholders

Noteholders who are either individuals or trustees and are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable will generally be liable to United Kingdom tax on the amount of any interest received in respect of the Notes.

The Notes are "qualifying corporate bonds" with the result that on a disposal of the Notes neither chargeable gains nor allowable losses will arise for the purposes of taxation of capital gains.

Transfers of Notes by Noteholders who are either individuals or trustees and are resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Notes are attributable may give rise to a charge to tax on income in respect of an amount representing interest on the Notes which has accrued since the preceding interest payment date under the provisions of Chapter 2 of Part 12 of the Income Tax Act 2007 (Accrued Income Profits and Losses).

Non-United Kingdom Noteholders

The interest has a United Kingdom source and accordingly may be chargeable to United Kingdom tax by direct assessment irrespective of the residence of the Noteholder. However, where the interest is paid without withholding or deduction on account of United Kingdom tax, the interest will not be assessed to United Kingdom tax in the hands of Noteholders (other than certain trustees) who are not resident for tax purposes in the United Kingdom, except where the Noteholder carries on a trade, profession or vocation through a branch or agency, or in the case of a corporate holder, carries on a trade through a permanent establishment in the United Kingdom, in connection with which the interest is received or to which the Notes are attributable, in which case (subject to exemptions for interest received by certain categories of agent) tax may be levied on the United Kingdom branch or agency, or permanent establishment.

Noteholders should note that the provisions relating to additional amounts referred to in Condition 7 of the Conditions would not apply if HM Revenue & Customs sought to assess directly the person entitled to the relevant interest to United Kingdom tax. However, exemption from, or reduction of, such United Kingdom tax liability might be available under an applicable double taxation treaty.

United Kingdom Stamp Duty and Stamp Duty Reserve Tax

No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue or transfer by delivery of a Note or on its redemption.

European Union Directive on the Taxation of Savings Income

The Savings Directive requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entity established, in that other EU Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. The Luxembourg government has announced its intention to elect out of the withholding system in favour of an automatic exchange of information with effect from 1 January 2015. A number of non-EU countries and territories have adopted similar measures.

The Council of the European Union has adopted the Amending Directive which will, when implemented, amend and broaden the scope of the requirements of the Savings Directive described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017.

Investors who are in any doubt as to their position should consult their professional advisers.

The Proposed Financial Transactions Tax ("FTT")

On 14 February 2013, European Commission has published a proposal (the "Commission's Proposal") for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States").

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances.

Under Commission's Proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including by transacting with a person established in a participating Member State.

Notwithstanding the Commission's Proposal, a joint statement issued in May 2014 by the participating Member States (other than Slovenia) indicated an intention to implement the FTT progressively, such that it would initially apply to transactions involving shares and certain derivatives, with this initial implementation occurring by 1 January 2016. However, full details are not available. The FTT, as initially implemented on this basis, may not apply to dealings in the Notes.

The proposed FTT remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

SUBSCRIPTION AND SALE

Barclays Bank PLC, Lloyds Bank plc and The Royal Bank of Scotland plc (the "Joint Lead Managers") and Banco Santander, S.A., Mitsubishi UFJ Securities International plc and Svenska Handelsbanken AB (publ) (the "Co-Managers", and together with the Joint Lead Managers, the "Managers") have, pursuant to a Subscription Agreement dated 10 September 2014, jointly and severally agreed with the Issuer and the Guarantors, subject to the satisfaction of certain conditions, to subscribe the Notes at 99.717 per cent. of their principal amount less a combined management and underwriting commission payable to the Managers. In addition, the Issuer has agreed to reimburse the Managers for certain of their expenses in connection with the issue of the Notes. The Managers are entitled to terminate the Subscription Agreement in certain circumstances prior to payment being made to the Issuer.

General

None of the Issuer, any Guarantor or any Manager has made any representation that any action will be taken in any jurisdiction by the Managers or the Issuer or the Guarantors that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any offering or publicity material relating to the Notes (including roadshow materials and investor presentations), in any country or jurisdiction where action for that purpose is required. Each Manager has agreed that it will comply to the best of its knowledge and belief in all material respects with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes this Prospectus or any such material, in all cases at its own expense. It will also ensure that no obligations are imposed on the Issuer, any Guarantor or any other Manager in any such jurisdiction as a result of any of the foregoing actions.

United States

The Notes and the Guarantee have not been and will not be registered under the Securities Act and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act ("Regulation S").

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder.

Each Manager has represented and agreed that, except as permitted by the Subscription Agreement, it has not offered, sold or delivered and will not offer, sell or deliver the Notes or the Guarantee, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date (as defined in the Subscription Agreement) (the "distribution compliance period") within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes and the Guarantee during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes and the Guarantee within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering, an offer or sale of the Notes or the Guarantee within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom

Each Manager has represented and agreed that:

• (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; and
• (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

GENERAL INFORMATION

• 1. It is expected that listing of the Notes on the Official List and admission of the Notes to trading on the Market will be granted on or around 16 September 2014, subject only to the issue of the Temporary Global Note initially representing the Notes. Prior to official listing and admission to trading, however, dealings will be permitted by the London Stock Exchange in accordance with its rules. The total expenses of admission to trading are expected to be £4,200.
• 1. The Issuer and each of the Guarantors have obtained all necessary consents, approvals and authorisations in England and Wales or, in the case of Keyline Builders Merchants Limited, Scotland, in connection with the issue and performance of the Notes and the Guarantee. The issue of the Notes was authorised by a resolution of the board of directors of the Issuer passed on 28 August 2014 and the giving of the Guarantee by the Guarantors was authorised by resolutions, each dated 28 August 2014, of the respective boards of directors of each of the Guarantors (excluding Travis Perkins Plumbing & Heating LLP in which case authorisation was given at a meeting of the partnership).
• 1. There has been no significant change in the financial or trading position of the Group or any Guarantor (taken together with such Guarantor's respective subsidiaries, if applicable) since 30 June 2014 and no material adverse change in the financial position or prospects of the Issuer, the Guarantors or the Group since 31 December 2013.
• 1. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer, any Guarantor or any member of the Group is aware) during the 12 month period preceding the date of this Prospectus which may have, or have had in the recent past, significant effects on the Issuer's, any Guarantor's and/or the Group's financial position or profitability.
• 1. Each Note and Coupon will bear the following legend: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code".
• 1. The Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems (which are the entities in charge of keeping the records) with a Common Code of 110728859. The International Securities Identification Number (ISIN) for the Notes is XS1107288596.

The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.

• 1. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with Clearstream, Luxembourg as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
• 1. There are no material contracts entered into other than in the ordinary course of the Group's business, which could result in any member of the Group being under an obligation or entitlement that is material to the Issuer's, or any Guarantor's, as the case may be, ability to meet its obligations to Noteholders in respect of the Notes being issued.
• 1. Where information in this Prospectus has been sourced from third parties, this information has been accurately reproduced and, as far as the Issuer and the Guarantors are aware and are able to ascertain

from the information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third-party information is identified where used.

• 1. For the period of 12 months starting on the date of this Prospectus, copies of the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the registered office of the Issuer:
• (a) the Trust Deed (which includes the guarantee of the Notes, the forms of the Global Notes, the definitive Notes and the Coupons);
• (b) the constitutional documents of the Issuer and each of the Guarantors;
• (c) the published annual reports and audited accounts of the Group for the financial years ended 31 December 2012 and 31 December 2013 and the unaudited condensed consolidated interim accounts of the Group for the six months ended 30 June 2014; and
• (d) a copy of this Prospectus together with any Supplement to this Prospectus or further Prospectus.

This Prospectus will be published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/prices-andnews/news/market-news/market-news-home.html.

• 1. The Issuer will, as soon as practicable, publicly announce the addition or release of any Subsidiary of it as a Guarantor at the relevant time via the Regulatory News Service of the London Stock Exchange plc, in addition to notice given pursuant to Condition 15.
• 1. The consolidated financial statements of the Group for the financial years ended 31 December 2012 and 31 December 2013 have been audited without qualification by Deloitte LLP, a member firm of the Institute of Chartered Accountants of England & Wales.
• 1. Certain of the Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer, the Guarantors and/or their affiliates in the ordinary course of business.

The Issuer and the Guarantors

c/o Travis Perkins plc

Lodge Way House, Lodge Way Harlestone Road Northampton NN5 7UG

The Joint Lead Managers

Barclays Bank PLC

5 The North Colonnade Canary Wharf London E14 4BB

Lloyds Bank plc 10 Gresham Street London EC2V 7AE The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR

The Co-Managers

Banco Santander, S.A. Ciudad Grupo Santander

Edificio Encinar Avda de Cantabria s/n 28660 Boadilla del Monte Madrid, Spain

Mitsubishi UFJ Securities International plc Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ

Svenska Handelsbanken AB (publ)

Blasieholmstorg 11 SE-106 70 Stockholm Sweden

Trustee

Citicorp Trustee Company Limited Citigroup Centre Canada Square, Canary Wharf

London E14 5LB

Principal Paying Agent

Citibank, N.A., London Branch Citigroup Centre Canada Square, Canary Wharf London E14 5LB

Legal Advisers

To the Issuer and the Guarantors as to English law

Linklaters LLP One Silk Street London EC2Y 8HQ

To the Managers as to English law

Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA To Keyline Builders Merchants Limited as to Scots law To the Trustee as to English law

Tods Murray LLP Edinburgh Quay 133 Fountainbridge

Edinburgh EH3 9AG

Clifford Chance LLP 10 Upper Bank Street London E14 5JJ

Auditors of the Group

Deloitte LLP Two New Street Square London EC4A 3BZ