Travis Perkins PLC — Capital/Financing Update 2016

May 10, 2016

TRAVIS PERKINS PLC

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

£300,000,000 4.50 per cent. Guaranteed Notes due 2023

guaranteed by

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

Issue Price: 99.712 per cent.

The £300,000,000 4.50 per cent. Guaranteed Notes due 2023 (the "Notes") will be issued by Travis Perkins plc (the "Issuer") and guaranteed by Keyline Builders Merchants Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited (the "Guarantee" and the "Guarantors", respectively). Interest on the Notes is payable annually in arrear on 7 September in each year up to and including 7 September 2023 (the "Maturity Date"), except that the first payment will be made on 7 September 2016 in respect of the period from and including 12 May 2016 (the "Issue Date") to but excluding 7 September 2016. 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 7 September 2023 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 the Issue Date 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 21 June 2016, 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

HSBC SANTANDER GLOBAL CORPORATE BANKING THE ROYAL BANK OF SCOTLAND

Co-Managers

BARCLAYS HANDELSBANKEN CAPITAL MARKETS

LLOYDS BANK MUFG

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"), Keyline Builders Merchants Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited (the "Guarantors" and each a "Guarantor") and the £300,000,000 4.50 per cent. Guaranteed Notes due 2023 (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 iii
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 33
DESCRIPTION OF THE ISSUER AND THE GROUP 36
DESCRIPTION OF KEYLINE BUILDERS MERCHANTS LIMITED 59
DESCRIPTION OF TRAVIS PERKINS PLUMBING & HEATING LLP 62
DESCRIPTION OF TRAVIS PERKINS (PROPERTIES) LIMITED 64
DESCRIPTION OF TRAVIS PERKINS TRADING COMPANY LIMITED 66
DESCRIPTION OF WICKES BUILDING SUPPLIES LIMITED 68
USE OF PROCEEDS 70
TAXATION 71
SUBSCRIPTION AND SALE 74
GENERAL INFORMATION 76

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 built environment. 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 mortgage availability and affordability, housing transactions, the timing and nature of government activity such as initiatives to stimulate economic and housing activity, net disposable income, house price inflation, consumer confidence, interest rates and unemployment.

The UK economy is currently in a period of growth having been severely impacted by illiquidity both in the domestic and the global financial system between mid 2007 and early 2013. Although key economic indicators have improved significantly since that time, 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 increased price transparency (through greater use of multichannel avenues), public sector buying groups and 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 performance of the plumbing and heating business may adversely affect group returns

The market supplying boilers to large contract customers, served by the Plumbing Trade Supplies ("PTS") business, is highly competitive, offers low margins and certain manufacturers exercise a degree of control through disintermediation. Competition in the plumbing and heating ("P&H") markets remains intense, with margins being adversely affected and is likely to continue to be so for the foreseeable future.

The provision of plumbing and heating products to the secondary P&H market, which is undertaken by F&P Wholesale ("F&P") is becoming increasingly competitive.

Low margins, pressure on sales and a high fixed cost base mean the P&H business profit could be more muted than some of the Group's other businesses.

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 in the PTS and F&P businesses 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 competition authorities 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 continues to develop new platforms 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 2015, a significant part 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 United Kingdom's referendum on continuing membership of the European Union

A referendum is planned in June 2016 in relation to the United Kingdom's continuing membership of the European Union (EU). There is considerable uncertainty about the consequences if the result of the referendum is a vote in favour of leaving the EU. Whilst the Group trades almost exclusively in the United Kingdom, an exit vote could impact the UK economy which could result in the consequences set out above under "The Group's business is affected by macroeconomic conditions in the United Kingdom".

Business transformation projects may fail to deliver the expected benefits, cost more or take longer to implement than expected

The Group is undertaking a large number of strategic projects throughout its business such as enhancing its supply chain capabilities, improving its IT infrastructure and improving and extending its on-line presence and the overall customer experience. These projects are intended to transform the Group's infrastructure and its information technology systems and to develop its supply chain operations and its branch and store networks.

By their nature, strategic projects are often complicated, interlinked and require considerable resource to deliver them. As a result the expected benefits and the costs of implementation of each project may deviate from those anticipated at their outset, which could adversely affect the Group's future prospects, financial condition and/or results of operations.

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 year ended 31 December 2015, although no single supplier accounted for more than 6 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 and fixed price discounts. 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. Cyber-crime may come in the form of disruption of IT systems, theft of money 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 suffer a loss of reputation and / or incur liabilities due to the misuse of confidential information including breaching data protection laws, receiving sanctions by credit card issuers following the loss of credit card data or suffering or incurring other damages, costs or fines. 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's current preference is for a 100% variable rate borrowing profile and this is subject to annual review. Wherever it is cost effective to do so the Group's borrowings are likely to be held at floating rates, with interest rate swaps being used to swap fixed rate borrowings into floating rate borrowings. Currently the Group has no interest rate derivative products to fix the rate of interest on its borrowings (loans, notes and bonds) and as such at 31 December 2015 it had approximately £412 million of variable rate debt which is exposed to variations in interest rates. An increase in the short-term London Interbank Offered Rate 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 £4 million per annum 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 2015, the combined accounting gross deficit of the three schemes, after allowing for the minimum funding schedule of contributions, was £52 million (2014 : £98 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 2015, provisions of £28.4 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.

As a result of changes in Government legislation in the Finance Act 2014, the Group has to pay approximately £52 million in corporation tax to H M Revenue & Customs in respect of an uncertain tax position outlined on page 57 of the 2015 Annual Report. Of the £52m, £24m has been paid subsequent to 31 December 2015 and a further £28m is expected to paid during the second quarter of 2016.

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.

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 2014 and 31 December 2015, respectively, together in each case with the audit report thereon, 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://www.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 2014 and 31 December 2015, respectively, as set out in the Group's Annual Report. 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 2014

	Annual Report 2014
Income Statements	Page 132
Statements of Comprehensive Income	Page 133
Balance Sheets Pages 134 – 135
Statements of Changes in Equity	Pages 136 - 137
Cash Flow Statements	Page 138
Notes to the Financial Statements	Pages 139 - 187
Independent Auditor'sReport	Pages 125 - 128

Audited consolidated annual financial statements of the Group for the financial year ended 31 December 2015

Annual Report 2015

Income Statements	Page 140
Statements of Comprehensive Income	Page 141
Balance Sheets Pages 142 – 143
Consolidated Statement of Changes in Equity	Page 144
Statement of Changes in Equity	Page 145
Cash Flow Statements	Page 146
Notes to the Financial Statements	Pages 147 - 205
Independent Auditor's Report	Pages 137 - 139

OVERVIEW OF TERMS AND CONDITIONS OF THE NOTES

Issuer:	Travis Perkins plc
Guarantors:	Keyline Builders Merchants Limited, Travis Perkins Plumbing & Heating LLP, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies 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:	£300,000,000 4.50 per cent. Guaranteed Notes due 2023 (the "Notes"), to be issued by the Issuer on 12 May 2016 (the "Issue Date").
Trustee:	Citicorp Trustee Company Limited
Principal Paying Agent:	Citibank, N.A., London Branch
Joint Lead Managers:	Banco Santander, S.A. HSBC Bank plc The Royal Bank of Scotland plc
Co-Managers:	Barclays Bank PLC Lloyds Bank plc Mitsubishi UFJ Securities International plc Svenska Handelsbanken AB (publ)
Interest:	4.50 per cent. per annum, payable annually in arrear on 7 September in each year up to and including the Maturity Date, except that the first payment will be made on 7 September 2016 (the "First Interest Payment Date") in respect of the period from and including the Issue Date to but excluding the First Interest Payment Date.
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 2.25 per cent. United Kingdom Treasury Stock due September 2023 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 the Conditions for seven days, non payment 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 including refinancing existing indebtedness.

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 £300,000,000 4.50 per cent. Guaranteed Notes due 2023 (the "Notes") was authorised by a resolution of the board of directors of Travis Perkins plc (the "Issuer") passed on 26 April 2016 and the guarantee of the Notes was authorised by resolutions, each dated 25 April 2016, of the respective boards of the directors of each of Keyline Builders Merchants Limited, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited and a written resolution of the members of Travis Perkins Plumbing & Heating LLP circulated on 21 April 2016 and duly executed (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 12 May 2016 (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 by prior appointment during usual business hours at the specified office for the time being 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 14 December 2015 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.

"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 4.50 per cent. per annum, payable annually in arrear on 7 September in each year (each, an "Interest Payment Date"), except that the first payment of interest, to be made on 7 September 2016 (the "First Interest Payment Date"), will be in respect of the period from and including the Issue Date to but excluding the First Interest Payment Date (the "Short First Interest Period") and will amount to £14.51 per Calculation Amount (as defined below). 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).

Save as provided in the previous paragraph, and save as provided in the following sentence in relation to the Short First Interest Period, where interest is to be calculated in respect of a period of less than a full year, 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 (as defined below) in which the relevant period falls (including the first such day but excluding the last). In the case of the Short First Interest Period, if the Accrual Period (as defined below) is equal to or shorter than the Determination Period during which it falls, the day-count fraction will be the number of days in the Accrual Period divided by the number of days in such Determination Period,

where:

"Accrual Period" means the relevant period for which interest is to be calculated (from and including the first such day to but excluding the last); and

"Determination Period" means the period from and including 7 September in any year to but excluding the following 7 September.

In these Conditions, the period beginning on and including the First Interest Payment Date and ending on but excluding the second 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 other than the Short First Interest Period shall be equal to the product of 4.50 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 7 September 2023. 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 conditions 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 2.25 per cent. United Kingdom Government Treasury Stock due September 2023 (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 by the Issuer (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 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, Negative Rating 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. Any Notes redeemed or purchased by the Issuer or any of its Subsidiaries pursuant to Conditions 5(c) or 5(d) shall promptly be surrendered 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 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 and (ii) a Paying Agent having its specified office in London and/or any other major European city. 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.

"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. Any such resolution in writing duly passed shall be binding on Noteholders who did not vote on the relevant resolution and on all Couponholders.

• (b) Modification, Waiver and Determination: 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 or Agency Agreement 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 or Agency Agreement that is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders. The Trustee may determine, without the consent of the Noteholders or Couponholders that any Event of Default or Potential Event of Default shall not be treated as such (provided that, in any such case, it is not in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders). Any such modification, authorisation, determination or waiver shall be binding on all Noteholders and the Couponholders and, if the Trustee so requires, such modification, authorisation, determination or waiver shall be notified to the Noteholders by the Issuer 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

The Trustee may, at its discretion and without further notice, institute such proceedings and/or other steps or action 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 and/or other steps or action 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 (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 21 June 2016, 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. 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 (a) accountholders in the relevant Clearing System with entitlements to such Global Note and/or, where (b) the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is beneficially held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg and/or any other relevant alternative Clearing System and, in the case of (b) above, the relevant Clearing System and the accountholder identified by the relevant Clearing System for the purposes of (b) above. 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. 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 over 2,000 branches in the United Kingdom and one in Ireland as at 31 December 2015. 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. In 2014, the Group acquired Primaflow, a distributor of plumbing, heating and bathroom materials to the independent merchant sector. In 2015, the Group completed four small, bolt-on acquisitions, totalling £26 million. Rudridge, a four branch network of heavy builders' merchants in the South East, was added to the Contracts Division in February 2015. The Underfloor Heating Store was acquired in August 2015. Garratt Timber Supplies was acquired in July 2015. In July 2015, the Group invested in Bathrooms.com to expand channel capability in the bathrooms market.

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 £70 billion. The Group estimates its addressable market to be approximately £37 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 much more reliant on RMI spend than new build, with 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. It operates through four divisions: General Merchanting, Plumbing and Heating, Contracts and Consumer.

The Group is committed to its core expertise as a distributor of building materials. Whilst there are other markets in Europe the Group could enter, the Group believes it has significant opportunity to grow in the UK and this will remain its principal focus in the near term.

The Group is focussed on extracting value from previous acquisitions by growing organically through investing in more compelling customer propositions, optimising its network and using its scale advantage to improve returns.

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 20 brands: Travis Perkins, Benchmarx Kitchens and Joinery, Keyline Builders Merchants, CCF, BSS, Wickes, Toolstation, Tile Giant, City Plumbing Supplies, Plumbing Trade Supplies (PTS), F&P, Rudridge, Primaflow and Connections, Sustainable Building Solutions, Direct Heating Spares, Birchwood Price Tools, City Heating Spares, Solfex Energy Systems, PlumbNation and the Underfloor Heating Store and a stake in Bathrooms.com. 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 55 per cent. of the Group's sales are delivered to customers, with approximately 90 per cent. of these routed through the branch network.
• Over 4 million square feet of distribution space and 4,000 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.

Part of the Group's strategy is 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	813
Travis Perkins	656	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	157	Specialist supplier of kitchen and joinery products
Contracts	181
Keyline Builders Merchants and Rudridge	80	Heavy and general building materials in particular, building materials for civils engineering, underground drainage solutions and ground works projects
CCF	40	Distributor of interior building products, including dry lining, insulation, suspended ceilings, partitions and related products and

Businesses by division	Branches	Products and services
		services
BSS	61	Specialist distributor of pipeline equipment, heating and mechanical services equipment
Consumer	571
Wickes	236	Home improvement products, including timber, building materials, tools and decorative materials, and an extensive range of kitchens, bathrooms and related services
Toolstation	224	Tools, fixings, hardware, electrical, plumbing and heating materials
Tile Giant	111	Ceramic tiles and accessories
Plumbing and Heating	463
City Plumbing Supplies	344	Plumbing and heating merchant serving the general plumbing and heating trade and the contract market
Plumbing Trade Supplies, including PTS Ireland	102	Supplier of a wide range of heating and plumbing products to the trade and contract market
F&P Wholesale / Primaflow / Connections	12	Distributor of plumbing, heating and bathroom products to independent merchants and supplier of pre-packaged plumbing fittings
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
City Heating Spares	-	Distributor of domestic heating spares trading from counters within selected plumbing and general merchanting branches
Sustainable Building Solutions	1	Provider of integrated solutions for low carbon construction

Businesses by division	Branches	Products and services
		energy efficient building and renewable energy projects
Solfex Energy Systems	1	Distributor of renewables technology
PlumbNation	-	Online seller of heating products
The Underfloor Heating Store	-	Online distributor of underfloor heating systems
Group	2,029

The Group has four levers to create value:

• Customer innovation: improving and extending product ranges sold through renewed trading formats utilising available technical formats and multi-channel platforms.
• Optimising the network: expanding and modernising the Travis Perkins brand, expanding Wickes to a national footprint, increasing implants to intensify space usage and increasing the number of trade parks which are occupied by multiple group brands.
• Utilising the Group's scale advantage: investing in supply chain, leveraging the Group's property capabilities, increasing product sourcing benefits and developing shared technologies for use across the Group.
• Portfolio management: streamlining central functions, devolving management responsibility from the centre, maintaining disciplined planning and capital allocation.

As well as focusing on its four levers of value creation, the Group has concentrated its efforts in three areas to improve performance:

• Modernising the Travis Perkins builders merchant.
• Transforming Wickes.
• Resegmenting Plumbing and Heating branches to better meet customer needs.

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: Page 62, 2015 Annual Report and Accounts).

Measure	31 December 2015	Target
Fixed charge cover	3.3x	3.5x
Lease adjusted net debt to Earnings before interest, tax, depreciation, amortisation and property rent*	2.8x	2.5x
Dividend cover	2.8x	2.5x to 3.25x

* A non-GAAP measure of how well capital is used in the business.

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 2015, the largest customer accounted for approximately 1.75 per cent. of Group turnover, and the next largest less than 0.3 per cent. of turnover. With over 280,000 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 2015 comprised approximately 68 per cent. credit sales and 32 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 11 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 investments in Toolstation, a business acquired in 2012, PlumbNation an online heating supplies business in 2013 and in 2015 Bathrooms.com an on-line bathroom products business and the Underfloor Heating Store an online underfloor heating business, 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. Directly sourced purchases of approximately US\$ 300 million were made in 2015.

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 4 million square feet of space in 20 central warehouses and branch timber stores and 4,000 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 Group operates two primary lightside distribution centres, Omega in Warrington and Gowerton Road, Northampton, which have a combined floor-space of 1.3 million square feet.

In addition the Group operates three heavyside range centres ("HRC"), Warrington which opened in 2010, Cardiff which came on line in late 2014 and Tilbury which commenced operations in the autumn of 2015. A further HRC is due to open in Coventry in late 2016 / early 2017.

The Group continues to develop its multi-channel IT platform first implemented in parts of the Group in 2013 and then extended to the Travis Perkins business in 2014, which allows online product ordering that complements the well established telephone-based ordering and local delivery infrastructure.

Employees

The Group aims to employ, develop and retain the best people in the sector. For the year ended 31 December 2015, total average Group headcount was 24,670 full time employee equivalents (2014: 23,480 full time employee equivalents), of which 6,745 were in General Merchanting, 3,743 were in Contracts, 8,053 were in Consumer, 3,652 were in Plumbing and Heating and 2,477 in central roles.

Property

Part of the Group's strategy is to manage its property portfolio to provide the best operating locations for each business while maximising returns from each site. Furthermore the Group is seeking to strengthen its balance sheet in part by rebalancing its property portfolio to increase the proportion of freehold and reduce the proportion of leaseholds. In 2015 the Group increased its investment in freehold property acquiring 25 sites (2014: 19) for £77 million (2014: £35 million). In addition it invested £27 million in building work to develop new branches and distribution sites.

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	Leasehold
Crick	N/A	Plumbing & Heating Head Office	Leasehold
Distribution Centres:
Lightside primary distribution centre - Gowerton Road,	473,000	Merchanting, PTS, CCF, Benchmarx	Leasehold
Northampton		Used to centralise bulk products and doors and to assist global sourcing arrangements

Principal Properties	Square Feet	Business Activity	Freeehold /Leasehold
Lightside primary distribution centre - Warrington	630,000	Merchanting, PTS, CCF, Benchmarx	Leasehold
Lightside distribution centre – Mercury drive Northampton	166,000	Merchanting, PTS and Connections	Leasehold
Composite warehouse Salthouse Road, Northampton	475,000	Wickes and Tile Giant	Leasehold
Heavyside distribution centre - Warrington	100,000	Merchanting	Leasehold
Heavyside distribution centre - Cardiff	100,000	Merchanting	Leasehold
Heavyside distribution centre - Tilbury	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	PTS	Leasehold
Redditch	140,000	Toolstation products	Leasehold
Bridgewater	115,000	Toolstation products	Leasehold
Daventry	157,800	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

3 Months Ended 31 March 2016

Total Group sales grew by 5.0% in the first quarter and 6.2% on a comparable days basis. Like-for-like sales growth was 4.2%. Price inflation was negligible, with low inflation on heavyside categories broadly offset by continued deflation on lightside categories and commodity driven products. There was a negative impact of (1.2)% on Group sales owing to one fewer trading days in the period for General Merchanting, Plumbing & Heating and Contracts.

Q1 2016 sales growth	General Merchanting(1)	Plumbing & Heating(1)	Contracts(1)	Consumer(2)	Group
Like-for-like sales	4.7%	2.2%	2.1%	7.3%	4.2%

Net new space and Net acquisitions	1.5%	0.3%	3.1%	3.5%	2.0%
Interdivision branches Interdivision rebranded rebranded	1.4%	-	(2.2)%	-	-
Trading day differences Trading day differences	(1.6)% (1.6)%	(1.6)%	(1.6)%	-	(1.2)%
Total sales	6.0%	0.9%	1.4%	10.8%	5.0%
Two Two-year like-for-like like	13.0% 13.0%	(4.0)%	17.5%	13.7%	9.5%

Footnotes

1. Like 2015 adjusted for the impact of one extra trading day in the 2015 period. Total sales growth for the three month March 2016 compared to the three month period ended 31 March 2015 not adjusted for the impact of extra trading days in the 20 period. Like-for-like sales growth for the three month period ended 31 March 2016 compared to the three month period ended 31 March the period. like the to ended one day growth the three the like like ended like and total period ended 31 2016

2. Like Like-for-like and total sales growth for the 14 week period ended 2 April 2016 compared to the 14 week p period ended 4 April 2015.

Years Ended 31 December 2015 and 31 December 2014 December 2014

The Group's revenue for the year ended 31 December the Group had an operating profit of £ (operating profit before exceptional items and the amortisation of goodwill and other intangible assets) £413 ended profit and million (2014: £384 million) before and amortisation and £384 million)31 December 2015 £254 million million). 2015 (2014 was £5,942 2014: £343 million 5,942 million (201 million) with an adjusted operating profit 2014: £5,581 million million) and of

Operating Divisions

For the £1,873 revenue for Contracts was £ cent.) which was Plumbing and Heatin cent.) year ended 873 million), which was ) of the total revenue of the Group; the total revenue for Consume 23.3 per cent. and ) of the total revenue of the Group. , 33.2 per cent. Contracts £1,214 million (2014: 23.3 (2014: 23.0 Heating was £1,371 mil Group. 2015, the total revenue of General per (2014: 1,214 Consume2014: 23.0 per cent. 1,371 million (2014: , total revenue 33.5 per cent £1,072 million cent.) of the total revenue of the Group; and the total revenue of lion £1,353 million , Merchanting was £ cent.) of the total revenue of the Group; the total million), which was Consumer was million), which was the , was 20.4 per cent. r £1,386 , 23.1 per cent. £1,971 million ( (2014: 19.2 1,386 million (2014: (2014: 24.3 (2014: per 2014: £1,283), per

Source: 201 2015 Annual Report of the Group Group.

Figures in millions of pounds sterling.

General Merchanting

General Merchanting is the Group's core business operating under the Travis Perkins and Benchmarx Kitchens 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 2014 and 2015:

	31 December 2015	31 December 2014	Change between FY 2014 and 2015
Revenue	£1,971 million	£1,873 million	5.3%
Like-for-like growth*	-	-	3.9%
Adjusted operating profit	£199 million	£183 million	8.7%
Adjusted operating margin…….	10.1%	9.8%	30bps

*Like-for-like sales are a measure of underlying sales performance for two successive periods. Branches and stores 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 2014 - General Merchanting

The improved market conditions experienced in the second half of 2013 continued into 2014. New housing activity, sustained growth in the RMI sector coupled with improved sentiment from the Group's trade customers led to strong market growth. The General Merchanting Division experienced modest sales price inflation, predominantly, but not exclusively in heavyside products, where supply fell short of demand and a positive sales mix effect from growth in heavyside and timber sales.

Divisional sales grew by 13.7 per cent., 12.9 per cent. on a like-for-like basis. In May 2014, twelve Keyline branches were transferred into the Division and rebranded as Travis Perkins and two large Travis Perkins branches were rebranded Keyline. The branches added approximately 0.8ppt to the Group's revenue and reduced Contracts revenue by approximately 1.4ppt. There was no material impact on like-for-like revenue as these branches were excluded from comparative calculations.

From a category perspective, good growth was seen in heavyside and timber product areas, with moderate sales price deflation in lightside products particularly plumbing & heating, reducing growth. Gross margin reduced slightly in the second half due to product mix and additional promotional activity, but throughout the year margins benefited from strong price management and rational markets in the face of supply constraints.

Adjusted operating margins fell by 0.9 per cent. from 10.7 per cent. in 2013 to 9.8 per cent. and 0.6 per cent. after adjusting for property profits.

Divisional operating costs increased during the year due to a combination of the comprehensive modernisation programme being established, volume increases, investment in customer service and delivery service enhancements. New format trials were undertaken, upgrades were made to IT software and hardware and additional tool-hire and Benchmarx implants were established. The second half saw an increase in the level of investment, when compared to the first half as the modernisation programme gained momentum.

Property profits for the Division were lower in 2014 as the impact of the St Pancras redevelopment reduced, which resulted in a 0.3 per cent. fall in adjusted operating margin.

Operating the branches of the Division in a safe manner is of paramount importance. During 2014 improved reporting allowed the earlier identification of potential issues which, when coupled with branch led initiatives, has strengthened the Division's safety position.

In December 2014, the Group successfully opened its second heavyside range centre ("HRC") in Cardiff and by the end of 2014 the HRC was supplying heavyside product to more than 30 branches, whilst the Warrington HRC was serving 135 branches. HRCs enable the Group to provide customers with an extended range catalogue and to offer better availability to all the brands they serve.

The property pipeline required to deliver new branches has been re-established during 2014 and is now well placed to deliver between five and fifteen new branches per year into the medium-term. Existing space intensification continued in 2014, with two Benchmarx kitchen showrooms opening in Travis Perkins branches, along with 10 more branches able to offer tool-hire services.

Work continued with the Group's modernisation programme:

• Format, range and space initiatives are now being trialled in three branches.
• Extending the Travis Perkins multi-channel offer remains a priority with IT infrastructure under development and the range centre development both being an integral part of enabling fulfilment.
• Modernising the pricing architecture in the Group, through better systems and analytics, has led to improved decision making in branches.

The Benchmarx business had a record year in 2014, with sales growth of 28.2 per cent., or 14.7 per cent. on a like-for-like basis. Early in the year 27 kitchen showrooms within Travis Perkins were rebranded as Benchmarx showrooms resulting in increased sales, whilst a further two implants and five brownfield branches were opened during the year taking the total number of sites to 119.

The Benchmarx strategy is well defined with three branch formats: standalone branches, implants in Travis Perkins branches, which carry stock to fulfil orders, and showrooms which enable customers to view product and then order kitchens for delivery.

Overview of 2015 – General Merchanting

General Merchanting revenue increased by 5.3 per cent., or 3.9 per cent. on a like-for-like basis, demonstrating continued outperformance compared to the market. Growth was particularly strong in heavyside materials, supported by the heavyside range centre network, and Tool Hire. Growth in heavyside categories has led to an increase in the proportion of sales delivered (53.4 per cent. versus 51.8 per cent. in 2014). Sales growth slowed considerably in the second half of the year as the RMI market slowed owing to fewer secondary housing transactions in late 2014 and early 2015.

Despite the strong start to the fourth quarter in October 2015, the expected pick-up in volumes occurred in January and February 2016, rather than as anticipated in November and December 2015. The growth in nine month lagged housing transactions provides increased confidence that the market growth is likely to be sustained through the first half of 2016.

Adjusted operating profits, excluding property profits, grew by 7.7 per cent. to £182 million. Gross margins improved by 10 bps in 2015. An improvement in gross margins in the first half, driven by improved sourcing, and better management of cost price inflation pass through was offset in the second half of the year by increased competitive pricing in the weaker market. The operating cost base of the business was controlled carefully across the year, with additional cost invested in the range centre network, new store formats and customer service offset by improvements in efficiency.

Property profits were £3 million higher in 2015 at £17 million (2014: £14 million), with the majority of these profits recognised towards the end of the year, from the sale and lease back of 12 Travis Perkins sites, as part of the Group-wide sale and leaseback transaction.

Lease adjusted return on capital employed was flat at 16 per cent. compared with 2014, with growth in operating profits broadly offset by the increase in capital employed following the investments made in new branch openings, the distribution network, store formats, and the growth in net working capital as credit sales grew. These investments are expected to drive improvements to shareholder returns in 2016 and beyond.

12 new Travis Perkins branches were opened or re-sited in 2015, either entering under-served catchments, or moving existing businesses to alternative sites that will locate them more conveniently for customers and optimise their operations.

The benefits of supplying an extended heavyside product range more quickly to customers through the heavyside range centre network were evidenced by the growth in heavyside categories. In July 2015 the Tilbury range centre was opened to cover branches in London and the South East, and combined with the range centres in Warrington and Cardiff, over two thirds of Travis Perkins branches are now serviced with next day and day-plus-one deliveries.

The heavyside range centres are also able to support the growing Tool Hire proposition. Assets can be held centrally, and supplied to branches next-day or as required by customers. This extends the number of branches able to offer tool hire, where previously only branches large enough to stock a credible range of hire assets could provide this additional service. Any branch now served by a heavyside range centre can offer a broad tool hire solution to customers driving superior profit density for existing branches and efficient returns on highly utilised hire assets. The range centres improve tool hire operational efficiency, as less equipment is required to cover the network, asset utilisation is increased, and maintenance activity is centralised requiring fewer resources in-branch.

The programme to modernise Travis Perkins branch formats continued, with 20 branches now operating with the new shop and yard layouts. Initial signs from these branches are encouraging with strong sales growth and positive customer feedback.

Benchmarx continues to grow through a combination of organic growth, and network expansion. New branches were opened in 38 sites across the UK, including 26 standalone showrooms and 12 implants within Travis Perkins branches.

Benchmarx continues to outperform the market, increasing its market share in trade kitchens and building relationships directly with end-users on behalf of the business's trade customers through the application of the kitchen selection centre model. In 2015 the Benchmarx product range was refreshed, reducing the number of stock keeping units ("SKUs") and the complexity of the range. This allowed greater operational efficiency and improved the on-time in-full delivery to customers, and provides the business with a strong platform for further growth.

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 division for the years ended 31 December 2014 and 2015:

	31	Change between
	December	31 December	FY 2014 and
	2015	2014	2015
Revenue……………	£1,214
	million	£1,071 million	13.3%
Like-for-like growth*	-	-	8.5%
Adjusted operating
profit……….	£83 million	£72 million	15.3%
Adjusted operating
margin…….	6.9%	6.7%	20 bps

Overview of 2014 - Contracts

Good progress was made in the Contracts division in 2014 (CCF, Keyline and BSS). Double digit revenue growth led to market share gains in all three businesses, with investments commenced to deliver the strategic plans laid out in late 2013.

Revenue growth of 12.1 per cent. with a like-for-like sales increase of 11.8 per cent. benefited from good volume growth throughout the year and a particularly encouraging final quarter given the very strong prior year pricing comparatives. Positive sales price and mix variance were slightly more muted than expected at the outset of the year with commodity price deflation in the BSS plumbing and heating categories being offset by inflation in heavy building materials in Keyline.

The gross margin decline in the Division was predominantly due to competitive price discounting in BSS and more limited pass through as well as a mix shift to the lower margin Keyline and CCF businesses. Despite the competitive market conditions BSS grew both market share and gross profits in the year.

Overheads were well controlled across all three businesses. Notwithstanding, investments have been made to support the division's long term vision and strategic plan including in skilled, technically strong colleagues to drive an enhanced service proposition. Further investments were made in rolling out nine more tool-hire businesses within existing BSS branches, in the industrial sales team capability, in the range and distribution of Sektor partitions in CCF and in the rail and utility team capabilities in Keyline.

Keyline continued to improve its range conformity and clarity throughout its branch network in 2014. As part of this work it was decided to rebrand 12 branches as Travis Perkins fascias. These branches were smaller than required to stock the comprehensive civil materials range which Keyline customers have come to expect and so were better suited to meet the needs of Travis Perkins customers. Two larger Travis Perkins branches were branded Keyline in locations where Keyline was historically under-represented. Product ranges were extended and specialists recruited in the rail, utilities, highways and geo-technics customer segments and categories. Encouragingly strong growth was achieved in all parts of the business. In addition, further investments were made in the tool-hire category with 12 branches now offering the full range of tool-hire assets.

BSS faced a more challenging market in 2014, but continued to make market share gains, with particular focus on growth in the industrial market sector delivering double digit growth through the deployment of 'centres of excellence' across the branch network. The BSS Hire IT offer is now available on a national basis through 27 branches. It is supported by a central warehouse distribution service, which ensures that hire assets are available when and where customers need them.

CCF has had a very strong year as it focused on expanding its interiors range. All categories have shown positive growth, particularly insulation and internal partitions. Following an exciting launch at the end of 2013, sales of CCF's own brand 'Sektor' partitions products have grown strongly during the year and were well received by customers. The business' online presence through Insulation Giant has been enhanced with an expansion of product range and improvements to the online customer experience.

CCF added one new branch in 2014 taking the total network to 32. In addition three branches were relocated to larger, more efficient premises giving a total space increase of 6.6 per cent., which contributed 4.8 per cent. to CCF sales. Network development provides a material opportunity to grow footprint, improve national coverage and reduce the cost to serve.

Adjusted operating margins in the Division fell from 7.1 per cent. to 6.7 per cent. in the year in part owing to the competitive BSS market and in part owing to higher growth in the lower margin CCF and Keyline businesses. Despite the fall in margins EBITA grew by 6.1 per cent. and lease adjusted return on capital employed increased from 12 per cent. to 13 per cent.

Overview of 2015 - Contracts

Sales in the Contracts division grew strongly in 2015, with total sales up 13.2 per cent., 8.5 per cent. on a likefor-like basis. Throughout the year growth was concentrated in the Keyline and CCF businesses which are focused on the commercial construction and new house building markets, although growth in these markets slowed in the second half of the year. BSS' sales are more weighted to public sector RMI and construction. This market has been more difficult in 2015, resulting in BSS sales being marginally lower on a like-for-like basis. BSS maintained its market-leading position in this more difficult market by focusing on providing the best customer solutions, and investing to operate more cost-effectively.

Adjusted operating margins, excluding property profits, reduced by 20 bps, with gross margins reducing by 80 bps, offset by a 60 bps improvement from operating costs. The reduction in gross margin was driven by the shift in sales mix towards the lower margin CCF and Keyline businesses. Whilst the products sold in these businesses attract a lower gross margin the businesses themselves generate strong returns. At a business level, adjusted operating margins improved in CCF and Keyline as higher volumes enabled greater efficiencies and further sourcing improvements.

The Contracts division recognised £5 million of property profits in 2015 (2014: £1 million) through the sale and leaseback of six sites as capital was recycled for further investment.

Lease adjusted return on capital increased to 14 per cent. (2014: 13 per cent.), a function of increased sales, operating leverage and only modest increases to the capital base.

The Keyline business continued to increase its focus on the delivery of civil, drainage and heavyside materials to large, commercial customers. In 2015 a new format Keyline branch was opened in Lincoln, which was specifically designed to operate at reduced cost, so improving operational efficiency, whilst enhancing the range of specialist heavyside products available to the customer. The acquisition of Rudridge added a further four heavyside civils branches to the Keyline network in the South East.

The CCF network was expanded with the addition of eight new branches, six of which were opened in December 2015. This additional capacity should improve national coverage, with faster delivery to both local customers and those on framework agreements. CCF continues to build strong customer relationships, deliver a superior customer service, more extensive ranges with strong availability, all resulting in significant share gains.

Throughout 2015 difficult market conditions, with both lower spending in the public sector and increasing competition from new entrants to the market, led to reduced volumes and margins. BSS maintained its advantaged market position through investments in pricing, continued market-leading customer service and product knowledge, and by improving the efficiency of the business. Three BSS branches were closed and two were relocated to reduce costs and improve customer accessibility.

In 2016 it is planned to convert 13 Keyline branches into the Travis Perkins format. These conversions will occur where it is felt the existing branch would better serve the General Merchant market and fill a previously underserved catchment.

Consumer

The Consumer division supplies 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 2014 and 2015:

	31 December 2015	31 December 2014	Change between FY 2015 and 2014
Revenue…………	£1,386 million	£1,283 million	8.0%
Like-for-like growth*………….	-	-	5.3%
Adjusted operating profit…	£95 million	£77 million	23.4%
Adjusted operating margin	6.8%	6.0%	80 bps

Overview of 2014 - Consumer

The Division showed strong revenue growth throughout 2014. Like-for-like sales growth was consistently over 6 per cent. throughout the year. The first quarter benefited from milder weather than in 2013, coupled with strong winds which assisted fencing and roofing sales. The fourth quarter saw the strongest underlying sales growth with like-for-like sales up over 6 per cent. and two-year growth of over 15 per cent.

Total revenue growth of 8.8 per cent. and like-for-like sales of 6.7 per cent. demonstrated the improvements made in the Wickes offer through the year and the attractiveness of the Toolstation proposition. Continued price investment in Wickes, to keep prices generally lower than its competitors, helped the business gain significant share and establish a stronger price perception amongst customers. Toolstation continued to invest to maintain its 'lowest price in the market' positioning.

Despite these significant investments for customers, gross margin declined by only 0.3ppt owing to the continued work to re-source and rationalise range. However, the growth in volumes and strong cost control resulted in adjusted operating margins improving from 5.3 per cent. to 6.0 per cent. and earnings before interest and tax ("EBITA") growing by nearly 23 per cent.

New stores contributed 2.1ppt to sales during the year with four new Wickes stores opened alongside 33 new Toolstation shops, including 12 implants in Wickes. At the end of 2014 Toolstation operated from 184 shops and Wickes from 232 stores.

The transformation plans for Wickes started to gain momentum during 2014 with improvements in price, branded ranges, promotions, customer service and Wickes online offer through the introduction of a new website and click and collect.

To date the incremental returns from these investments have been strong and are contributing towards management's medium-term target of improving lease adjusted returns by 200-300bps for the Division as a whole.

Overview of 2015 - Consumer

The Consumer division made continued market share gains in 2015, with revenue growth of 8.0 per cent. and like-for-like growth of 5.3 per cent., well ahead of the DIY market which was broadly flat. This outperformance demonstrates the continued improvement of the Wickes business as it progresses through the transformation programme, the market-leading customer proposition in Toolstation and the growth of the Tile Giant business.

After a period of market weakness in the third quarter of the year, the Consumer division returned to good growth in the fourth quarter. This was predominantly driven by strong kitchen and bathroom sales in Wickes and continued like-for-like growth and network expansion in Toolstation.

In 2015 previous impairments to loans made to Toolstation Europe were reversed, recognising confidence in the future plans and viability of the business. This reversal resulted in a year-on-year improvement of £6 million to operating profits.

Adjusted operating profit, excluding property profits and a one-off credit for impairment reversals in Toolstation Europe, increased by 11.7 per cent. to £87 million, driven by the significant improvements made to the customer propositions across the division during the year.

Property profits of £2 million were recognised in 2015 (2014: £nil), relating to the disposal of the former Wickes support centre in Harrow, resulting in adjusted operating profits of £95 million in 2015 (2014: £77 million), and growth of 23.4 per cent.

The businesses in the Consumer division continue to invest in their value propositions in order to maintain market-leading prices and drive continued growth in market share. Wickes undertook significant range review activity in 2015, incurring costs of around £10 million as old ranges were discounted for clearance. The majority of range changes have now been completed, with 36 ranges reviewed, including take-away kitchens, adhesives and sealants, paint, tiles, flooring and timber. Further reviews are planned across 32 smaller or similar categories in 2016 including bricks and blocks, take-away bathrooms and garden maintenance.

Wickes now has eight stores operating in the new format, with four being refurbishments, and four new stores. The new store formats allow both trade and retail customers to shop the stores efficiently, whilst also increasing range breadth and availability. Combined with the range review activity, the new store layouts maximise product adjacencies, give more focus to seasonal and promotional activities and segregate a more inviting Kitchen and Bathroom design centre. Initial customer feedback has been positive, returns are encouraging and plans to continue the refurbishment of existing stores and the opening of new stores continue.

The Wickes online offer was enhanced, with the launch of a one-hour click and collect service. Online sales now make up over 8 per cent. of Wickes sales, with half of the growth in online transactions in 2015 coming through click and collect.

The growth of the Toolstation business continued with a strong revenue performance throughout 2015, driven by both the growth in like-for-like sales from existing stores, and the addition of 40 new branches. Toolstation also benefitted from the introduction of a new one-hour click and collect service.

Tile Giant performed well in 2015 with good like-for-like sales growth. The performance exceeded the growth of the tile market with Tile Giant gaining market share.

Plumbing and Heating

Plumbing and Heating supplies the trade with plumbing, heating, ventilation, air conditioning and related products. City Plumbing Supplies ("CPS") and Plumbing Trade Supplies ("PTS") 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 2014 and 2015:

	31 December 2015	31 December 2014	Change between FY 2015 and 2014
Revenue………	£1,371 million	£1,353 million	1.3%
Like-for-like growth*………….	-	-	(1.4)%
Adjusted operating profit…	£46 million	£65 million	(29.2)%
Adjusted operating margin	3.3%	4.8%	(150) bps

Overview of 2014 - Plumbing and Heating

In March 2014 the business announced its "Building the Best" plans to transform the Plumbing & Heating Division by clarifying the plumbing and heating format strategy, more specifically aligning the PTS business to support large contract customers and CPS supporting the small to medium sized plumbing and heating engineers and bathroom installers. The network reconfiguration is expected to bring a clearer segmentation of customer propositions with around 180 branch conversions planned over two years. The effect will be to reallocate capital to City Plumbing, which offers better returns and significantly improve divisional lease adjusted return on capital employed ("LAROCE"). Furthermore, the PTS network is being designed to better satisfy demand from larger customers with fewer stocking points, better account management and more efficient deliveries reducing the level of capital employed.

During 2014 46 branches were converted from the PTS format to the CPS format. This has enabled more CPS customers to access the new bathroom showroom concept and a broader range of product. In addition 27 PTS branches have been closed with customers transferred to larger PTS and nearby CPS branches.

Revenue in the Division declined by 0.9 per cent. as a result of a number of one-off Energy Company Obligation Scheme contracts ending in the first half of the year as well as a weaker market for boiler sales. In addition, as expected, sales in the second half of the year were impacted by the disruption of branches being physically converted to the CPS format and the closure of PTS branches, which were not considered to be viable under the new PTS operating model.

Gross margins declined 0.6ppt when compared with last year a result of a highly competitive market whilst operating costs were well controlled with the ratio of cost to sales improving by 0.5ppt in the year. This operating cost improvement has been delivered despite the business continuing to invest in new bathroom showroom facilities and spares implants across the network.

The business has recognised an exceptional charge of £29 million relating to the reconfiguration of the plumbing and heating network across PTS and CPS. This includes onerous lease costs, dilapidations expenditure, abnormal stock-write offs associated with branch closures and the costs of running the transformation programme. These costs include items such as lease rental costs, which would have been incurred through to 2020.

Adjusted operating profit grew from £56 million in 2013 to £65 million in 2014. If the impacts of property profits and ECO contracts are excluded from both the 2013 and 2014 results then underlying profits increased from £46 million in 2013 to £48 million in 2014. As a result the underlying operating margin increased from 3.4 per cent. to 3.5 per cent. and the reported adjusted operating margin improved from 4.1 per cent. to 4.8 per cent.

During the year, the business undertook a number of initiatives to drive productivity improvements across the branch network, for example reviewing warehouse layouts and processes. In addition property profits of £11 million arose following the sale of the freehold for the Warrington primary distribution hub.

Lease adjusted return on capital employed has improved to 9 per cent., a year-on-year increase of 1.0ppt as initiatives to reduce working capital have gathered pace.

The Division continued to expand the CPS network format outside the core Building the Best change programme. Through 2014 four new CPS sites were opened in key markets and bathroom showrooms were rolled out to an additional 34 sites. Spares implants were rolled out to 44 new PTS and CPS sites in the year, enhancing the customer offer and improving sales densities.

In November 2014 the business acquired Primaflow for £16 million, which has an annual turnover of £37 million. Primaflow will sit alongside the Connections business within F&P Wholesale ("F&P"), distributing small parts largely to the independent plumbers merchants. This investment will support the growth of the F&P business through category expansion as well as producing commercial and supply chain synergies.

Overview of 2015 – Plumbing & Heating

Plumbing & Heating revenue grew by 1.3 per cent. in 2015, although this represented a decline of 1.4 per cent. on a like-for-like basis. The heating market continued to be highly competitive, leading to intense pricing pressure, particularly in the supply of products to larger contractors and through the wholesale channel. Combined with the continued weakness in commodity prices such as copper and plastic, this impacted the sales of both PTS and F&P. There were signs of recovery in the local bathroom installer market which is more closely correlated with consumer confidence and improvements in the RMI market.

The like-for-like revenue decrease in Plumbing & Heating of 1.4 per cent. was due to two main factors. The positive impact on boiler sales from the government backed ECO scheme in 2014 was not repeated in 2015. The re-segmentation programme to convert PTS branches to City Plumbing branches was accelerated in the second half of the year, with the programme substantially complete by the end of 2015, six months ahead of the original schedule. This increase in activity caused higher levels of disruption than previously anticipated, impacting sales negatively, however, it leaves the Plumbing & Heating division in a strong position to focus on the growth of the newly structured businesses from the beginning of 2016.

Adjusted operating profit for the division reduced by £19 million to £46 million (2014: £65 million). In 2014 the Plumbing & Heating division recognised £11 million of property profits from its share of the sale and leaseback of the Warrington primary distribution centre. In 2014 Plumbing & Heating also benefited from the Government backed ECO scheme, which created both a boost in sales and sourcing benefits. Neither of these factors repeated in 2015.

Adjusted operating profit excluding property profits and a number of one-off short term contracts and associated sourcing benefits reduced by £2 million, to £46 million from £48 million in 2014. This was primarily driven by the like-for-like sales deterioration including the disruptive impact of the re-segmentation programme. Operating costs in City Plumbing branches converted from PTS, were also higher, given the higher cost-to-serve of the City Plumbing business, but as yet have not benefitted fully from the additional sales expected following conversion.

The re-segmentation programme accelerated in the second half of the year, with 114 branches converted from PTS to City Plumbing in 2015. In addition, 30 unsuitable PTS sites were closed with a further three relocated, and seven City Plumbing sites were relocated with a further six closed.

Following the annual impairment review a charge of £141 million has been recognised against the goodwill and other intangible assets of PTS and F&P. The impairment is a non-cash, exceptional charge, and is necessary due to changes in the plumbing & heating market relating to contract and wholesale customers which has been highlighted following the completion of the re-segmentation programme.

The PTS network now comprises 95 branches with a considerably lower capital base with work continuing to improve the operating efficiency and working capital management of the branches to enhance returns.

There is increasing confidence in the expanded City Plumbing network, now totalling 344 branches, following strong customer response to the improved bathroom proposition, renewables and spares offers. City Plumbing branches that have been unaffected by the resegmentation programme and those converted early in 2014 have seen encouraging like-for-like growth, and it is expected that those branches converted in 2015 will mature through 2016 and 2017.

In the wholesale distribution channel served by F&P there has been increased competition in 2015. The F&P business will continue to fully integrate Primaflow, which is expected to improve operational and capital efficiency across the combined F&P, Primaflow and Connections business.

As part of the Group's plan to leverage its scale in the UK, and to simplify and consolidate distribution networks, the PTS supply chain has been fully integrated into the Group's lightside facilities in Warrington and Northampton. The remaining PTS distribution centres were closed in 2015.

Lease adjusted returns reduced, as lower adjusted operating profits more than offset the reduction in capital employed through the closure of branches and strong debtor management. After the impairment of goodwill and other intangible assets LAROCE was 7 per cent.

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 Pete Redfern, 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
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, Coats Group plc, and The Royal Parks, and a trustee of the Duke of Edinburgh's Award charity
Coline McConville	Non-Executive Director	Non-executive director of TUI AG, Inchcape PLC, Fevertree Drinks PLC and UTV Media PLC
Pete Redfern	Non-Executive Director	Chief Executive of Taylor Wimpey plc
Christopher Rogers	Non-Executive Director
John Rogers	Non-Executive Director	Chief Financial Officer of J Sainsbury plc and director of Sainsbury's Bank plc

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 May 2010. He is chairman of Enterprise Inns plc and of Eagle Topco Limited. He was previously chairman of WH Smith PLC, Williams Lea Group Ltd and BCA Europe and Americana International Holdings Ltd, senior independent director of Tate & Lyle plc 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 Stay Safe 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 Stay Safe 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. 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, Coats Group plc, The Royal Parks – an executive agency of the Department of 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. Ruth is chairman of the Audit Committee and a member of the Stay Safe Committee and the Nominations Committee.

Coline McConville was appointed as a non-executive director on 1 February 2015. Coline is currently a nonexecutive director of TUI AG, Inchcape PLC, Fevertree Drinks PLC, and UTV Media PLC and was formerly a non-executive director of Wembley National Stadium Limited, Shed Media PLC and HBOS PLC, and a global advisor and director of Grant Thornton International Limited. Previous to that Coline was Chief Operating Officer and Chief Executive Officer Europe of Clear Channel International Limited. She holds an MBA from Harvard Business School, where she was a Baker Scholar. Coline is chairman of the Remuneration Committee and a member of the Audit Committee and the Nominations Committee.

Pete Redfern was appointed as a non-executive director on 1 November 2014. He is currently Chief Executive of Taylor Wimpey plc and is also a Chartered Accountant. Pete was previously Chief Executive of George Wimpey plc and, prior to that, he held the roles of Chief Executive and Finance Director of its UK Housing division. Pete is chairman of the Stay Safe Committee and a member of the Remuneration Committee and the Nominations Committee.

Christopher Rogers was appointed as a non-executive director on 1 September 2013. He is a Chartered Accountant. Until April 2016 he was 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. Chris is the Senior Independent Director and a member of the Audit Committee and the Nominations Committee.

John Rogers was appointed as a non-executive director on 1 November 2014 and is currently Chief Financial Officer of J Sainsbury plc and a member of the board of Sainsbury's Bank plc. During his career at Sainsbury's he has held the posts of Property Director, Director of Group Finance and Director of Corporate Finance. Prior to joining Sainsbury's, John held a variety of financial, operational and strategy roles. John is a member of the Audit Committee, the Remuneration Committee and the Nominations Committee.

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 Stay Safe 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 8 April 2016 were as follows:

Name	Number of Shares	%
Blackrock Inc.	13,801,400	5.82%
Oppenheimer	11,953,987	4.78%
Cantillon	9,100,946	3.64%
Sprucegrove IM	9,059,171	3.62%
Majedie AM	7,554,820	3.02%

As at 31 December 2015, 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 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
TP Directors Ltd	Director	None
TPG Management Services Limited	Company Secretary	None

With the exception of 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 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

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 4 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 13 December 2020;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £67,000,000 bilateral revolving credit facility with HSBC Bank plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with The Royal Bank of Scotland plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with Abbey National Treasury Services plc which expires on 27 January 2018*;
• 1. A £10,000,000 bilateral revolving credit facility with J.P. Morgan Limited which expires on 28 January 2018*; and

• A £10,000,000 bilateral revolving credit facility with Citibank, NA London Branch which expires on 1 February 2018*.

*These facilities will be cancelled once the net proceeds of the issue of the Notes are received by the Group.

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
Matthew Mycock	Member	None
Matt Parker	Member	None
Paul Tallentire	Designated Member	None
Travis Perkins P&H Partner Limited	Member	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 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 4 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 13 December 2020;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £67,000,000 bilateral revolving credit facility with HSBC Bank plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with The Royal Bank of Scotland plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with Abbey National Treasury Services plc which expires on 27 January 2018*;
• 1. A £10,000,000 bilateral revolving credit facility with J.P. Morgan Limited which expires on 28 January 2018*; and
• 1. A £10,000,000 bilateral revolving credit facility with Citibank, NA London Branch which expires on 1 February 2018*.

*These facilities will be cancelled once the net proceeds of the issue of the Notes are received by the Group.

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 Limited", on 2 February 1982 it became "Travis & Arnold Public Limited Company", 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
John Carter	Director	Trustee of the Building Research Establishment
Anthony Buffin	Director	Non-executive director of the Dyson Family Board
Martin Meech	Director	None
TP Directors Ltd	Director	None
TPG Management Services Limited	Company Secretary	None
Darren Screen	Director	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 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 4 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 13 December 20120
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £67,000,000 bilateral revolving credit facility with HSBC Bank plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with The Royal Bank of Scotland plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with Abbey National Treasury Services plc which expires on 27 January 2018*;
• 1. A £10,000,000 bilateral revolving credit facility with J.P. Morgan Limited which expires on 28 January 2018*; and
• 1. A £10,000,000 bilateral revolving credit facility with Citibank, NA London Branch which expires on 1 February 2018*.

*These facilities will be cancelled once the net proceeds of the issue of the Notes are received by the Group.

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
David Evans	Director	None
Andrew Harrison	Director	None
Carol Kavanagh	Director	None
David Kelman	Director	None
Martin Meech	Director	None
Mark Nottingham	Director	None
Robin Proctor	Director	None
David Saunderson	Director	None
TP Directors Ltd	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 TPTC of any of the Directors listed above and their private interests and/or other duties.

Share Capital

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 4 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 13 December 2020;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £67,000,000 bilateral revolving credit facility with HSBC Bank plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral credit facility with The Royal Bank of Scotland plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with Abbey National Treasury Services plc which expires on 27 January 2018*;
• 1. A £10,000,000 bilateral revolving credit facility with J.P. Morgan Limited which expires on 28 January 2018*; and
• 1. A £10,000,000 bilateral revolving credit facility with Citibank, NA London Branch which expires on 1 February 2018*.

*These facilities will be cancelled once the net proceeds of the issue of the Notes are received by the Group.

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
Robin Proctor	Director	None
TP Directors Ltd	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

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 4 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 13 December 2020;
• 1. A £30,000,000 overdraft facility made available by National Westminster Bank plc;
• 1. A £67,000,000 bilateral revolving credit facility with HSBC Bank plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with The Royal Bank of Scotland plc which expires on 27 January 2018*;
• 1. A £67,000,000 bilateral revolving credit facility with Abbey National Treasury Services plc which expires on 27 January 2018*;
• 1. A £10,000,000 bilateral revolving credit facility with J.P. Morgan Limited which expires on 28 January 2018*; and
• 1. A £10,000,000 bilateral revolving credit facility with Citibank, NA London Branch which expires on 1 February 2018*

*These facilities will be cancelled once the net proceeds of the issue of the Notes are received by the Group.

USE OF PROCEEDS

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

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 (within the meaning of Part 6 of the FSMA) of 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 (currently 20 per cent.) 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. References to "interest" above include amounts treated as interest for UK tax purposes, for example a redemption premium. Other 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 (currently 20 per cent.).

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.

SUBSCRIPTION AND SALE

Banco Santander, S.A., HSBC Bank plc and The Royal Bank of Scotland plc (the "Joint Lead Managers") and Barclays Bank PLC, Lloyds Bank plc, 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 May 2016, jointly and severally agreed with the Issuer and the Guarantors, subject to the satisfaction of certain conditions, to subscribe the Notes at 99.712 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 12 May 2016, 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 26 April 2016 and the guarantee of the Notes was authorised by resolutions, each dated 25 April 2016, of the respective boards of the directors of each of Keyline Builders Merchants Limited, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited and a written resolution of the members of Travis Perkins Plumbing & Heating LLP circulated on 21 April 2016 and duly executed.
• 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), and no material adverse change in the financial position or prospects of the Issuer, the Guarantors or the Group, in each case since 31 December 2015.
• 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 140769568. The International Securities Identification Number (ISIN) for the Notes is XS1407695680.

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 Euroclear 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 2014 and 31 December 2015; 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, in addition to notice given pursuant to Condition 15.
• 1. The consolidated financial statements of the Group for the financial year ended 31 December 2014 have been audited without qualification by Deloitte LLP, a member firm of the Institute of Chartered Accountants of England & Wales.

The consolidated financial statements of the Group for the financial year ended 31 December 2015 have been audited without qualification by KPMG 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

HSBC Bank plc

8 Canada Square London E14 5HQ

The Co-Managers

Barclays Bank PLC

Banco Santander, S.A. Ciudad Grupo Santander Avda de Cantabria s/n 28660 Boadilla del Monte Madrid

5 The North Colonnade Canary Wharf London E14 4BB

Mitsubishi UFJ Securities International plc

Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ

Citicorp Trustee Company Limited 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 The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR

Lloyds Bank plc 10 Gresham Street London EC2V 7AE

Svenska Handelsbanken AB (publ) Blasieholmstorg 11 SE-106 70 Stockholm Sweden

Trustee Principal Paying Agent

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

To the Managers and the Trustee as to English law

Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA

To the Managers as to Scots law

Brodies LLP 15 Atholl Crescent Edinburgh EH3 8HA

Auditors of the Group

KPMG LLP One Snowhill Snowhill Queensway

Birmingham B4 6GH