Travis Perkins

TRAVIS PERKINS PLC

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

£250,000,000 3.750 per cent. Guaranteed Notes due 2026

guaranteed by

City Plumbing Supplies Holdings Limited, Keyline Civils Specialist Limited, The BSS Group Limited, Toolstation Limited, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited

Issue Price: 100.00 per cent.

The £250,000,000 3.750 per cent. Guaranteed Notes due 2026 (the "Notes") will be issued by Travis Perkins plc (the "Issuer") and guaranteed by City Plumbing Supplies Holdings Limited, Keyline Civils Specialist Limited, The BSS Group Limited, Toolstation Limited, 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 17 February in each year up to and including 17 February 2026 (the "Maturity Date"), except that the first payment will be made on 17 February 2022 in respect of the long first interest period from and including 17 November 2020 (the "Issue Date") to but excluding 17 February 2022. 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 17 February 2026 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 (the "FCA") under Part VI of the Financial Services and Markets Act 2000 (the "FSMA") for the Notes to be admitted to the official list of the FCA (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 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II").

This Prospectus has been approved as a prospectus by the FCA, as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the Guarantors or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.

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 sathkeeper (the "Common Sathkeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("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 28 December 2020, 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 limited 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 S&P Global Ratings Europe Limited ("S&P") and BBB- by Fitch Ratings Ltd ("Fitch"). S&P is established in the European Union (the "EU") and Fitch is established in the United Kingdom. S&P and Fitch are registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

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

Joint Lead Managers

Barclays

NatWest Markets

BNP PARIBAS

Santander Corporate & Investment Banking

Bookrunners

Lloyds Bank Corporate Markets

MUFG

The date of this Prospectus is 13 November 2020.

IMPORTANT NOTICES

This Prospectus comprises a prospectus for the purposes of Article 6 of the Prospectus Regulation. The Issuer and the Guarantors accept responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Issuer and the Guarantors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import.

This Prospectus is to be read in conjunction with any amendments or supplements hereto and with any documents deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below).

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.

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”) or the United Kingdom. For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of MiFID II; and (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.

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, being in bearer form, 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, or for the account or benefit of, 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, Barclays Bank PLC (the "Stabilisation Manager") (or any person acting on behalf of the Stabilisation 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, stabilisation may not necessarily occur. 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 cease 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

Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules.

If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or any parent company or affiliate of the Managers is a licensed broker or dealer in that jurisdiction and so agrees, the offering shall be deemed to be made by the Managers or such parent company or affiliate on behalf of the Issuer in such jurisdiction.

iii

FORWARD-LOOKING STATEMENTS

This Prospectus and the information incorporated by reference in this Prospectus include certain “forward-looking 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 forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking 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.

Table of Contents

Page

IMPORTANT NOTICES... i
FORWARD-LOOKING STATEMENTS... iv
RISK FACTORS... 1
DOCUMENTS INCORPORATED BY REFERENCE... 14
OVERVIEW OF TERMS AND CONDITIONS OF THE NOTES... 16
TERMS AND CONDITIONS OF THE NOTES... 21
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM... 36
DESCRIPTION OF THE ISSUER AND THE GROUP... 40
DESCRIPTION OF CITY PLUMBING SUPPLIES HOLDINGS LIMITED... 60
DESCRIPTION OF KEYLINE CIVILS SPECIALIST LIMITED... 62
DESCRIPTION OF THE BSS GROUP LIMITED... 64
DESCRIPTION OF TOOLSTATION LIMITED... 66
DESCRIPTION OF TRAVIS PERKINS (PROPERTIES) LIMITED... 68
DESCRIPTION OF TRAVIS PERKINS TRADING COMPANY LIMITED... 70
DESCRIPTION OF WICKES BUILDING SUPPLIES LIMITED... 72
USE AND ESTIMATED NET AMOUNT OF PROCEEDS... 74
TAXATION... 75
SUBSCRIPTION AND SALE... 77
GENERAL INFORMATION... 79

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.

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 the Issuer’s and Guarantors’ respective obligations under the Notes and the Guarantee

The Group’s business may continue to be affected by the responses to the Covid-19 pandemic

The recent global spread of the Covid-19 strain of coronavirus and the mitigations and responses implemented by governments, such as the restrictions placed on movement of people, temporary closure of businesses or public works stoppages, have led to and may continue to lead to delays, stoppage or prevention of construction, renovation, maintenance and improvement projects (“RMI”) and Do-It-Yourself (“DIY”) activity resulting in a fall in demand for the products of the Issuer and its subsidiaries (taken as a whole, the “Group”). The pandemic and associated responses have also caused significant disruption to the global economy and financial markets, including supply chains, manufacturing processes, and travel and shipment capabilities in various countries globally, and have in turn significantly impacted the Group’s results and operations during 2020.

Depending on the size, scale or duration of the Covid-19 pandemic and responses to it, the UK economy could continue to be significantly impacted and emergency measures by the UK Government and by other central banks, governments and international organisations around the world may not be sufficient to offset the negative economic consequences caused by this pandemic. Pressure on the Group’s employees and customers to adapt to rapidly changing circumstances, ways of working and resourcing levels, will remain uncertain and will continue to evolve both locally and nationally depending on the progression of the pandemic and responses to it.

The Group operates in a labour-intensive industry where employees', contractors' and customers' activities can be adversely impacted by the availability of human resources to produce, manufacture or install the Group's products. Any significant loss of employee resources for a sustained period of time due to quarantine, self-isolation, sickness or attempts to contain an outbreak at any Group location could impact the Group's ability to operate its branch and distribution network, or to provide the necessary functional support to the business, where these cannot be delivered remotely. In addition to the proximate disruptive effects of the pandemic, the supply chain may also be impacted by business closures and consolidation activity. Similarly, the Group's customers' activities and levels of customer confidence in an uncertain economic environment, and hence the demand for the Group's products and services, could be adversely impacted. Closures of transportation networks and businesses in the United Kingdom have negatively impacted footfall and retail consumer spending, including in the market for home improvement products and services, and there remains a high

level of uncertainty over the time period and rate at which consumer demand may recover from the impact of the outbreak.

The above factors could have a material adverse effect on the Group’s future prospects, financial condition and/or results of operations. In addition, the current Covid-19 pandemic continues to progress and evolve, and at this time it is not possible to predict the full extent and duration of any impact, including those listed above, for the prospects, financial condition and results of operations of the Group.

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 wider UK construction 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, RMI and DIY activity, including mortgage availability and affordability, volume of new build and secondary housing transactions, the timing and nature of government activity such as initiatives to stimulate economic, housing and infrastructure activity, planning and development policies, net disposable income, house price inflation, consumer confidence, interest rates and unemployment.

The UK housing market can be affected by a variety of economic factors, including inflation, real disposable income, salaries, interest rates, the availability of consumer credit and consumer confidence, as well as the wider global economic conditions, health concerns (including related to Covid-19) and government policy. In particular, these factors could lead to a decline in consumer confidence, increases in unemployment and repossession rates, and limited availability of credit (including mortgages, home equity loans and consumer credit), which could result in lower sales for the Group. For example, consumer confidence levels and housing transactions were impacted by the result of the 2016 UK referendum to leave the EU. Sentiment can also be negatively impacted by consumer perception of economic and political conditions, such as ongoing or renewed concerns about the United Kingdom’s terms of departure from the EU, as well as changes to UK Government regulation and policy.

Negative or uncertain economic conditions in the UK or elsewhere could affect the levels of construction activity in the Group’s markets and the confidence levels of the Group’s customers which could 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, appearance and presentation of merchandise, product availability and range, delivery options, pricing, quality, 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, retailers, regional merchants, independents and web based traders. The number of outlets and channels where building materials can be purchased also continues to grow with new competitors entering the markets in which the Group operates. These new entrants may operate business models which differ significantly from the traditional merchanting, retail and online formats from which the Group currently operates. The Group’s success will depend, in part, on its ability to continue to gain or, where applicable, defend market share from its competitors.

Customer purchasing habits also continue to evolve with an increasing percentage of transactions for the Group now originating online. 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; and these factors may adversely impact the profitability of the branch-based operations and the Group’s overall performance. 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. 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.

Suppliers may not continue to supply products to the Group on commercially acceptable terms or on a timely basis

The Group’s product and service offerings rely on its relationships with a variety of domestic and international suppliers. While the Group seeks to diversify its supplier network and maintains relationships with a number of different suppliers, the Group faces risks in relation to key dependencies and relationships, overseas sourcing and disintermediation, all of which could adversely impact upon ranging and price.

The Group is a significant 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 2019, although no single supplier accounted for more than 7 per cent. of the total material purchases by value.

If any of the Group’s key suppliers fails to deliver on commitments or, for any reason, cannot provide the Group with the products or supplies necessary for ongoing operations, the Group could experience merchandise shortages or significant delays to its services.

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 or transport difficulties, workforce absence or plant closures. Alternative sourcing may be available, but the volumes required and the time it may take those suppliers to increase production could result in significant stock-outs for a 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 adversely impact customer service, which could lead to lost sales and reputational damage and, potentially, leading customers to switch to a competitor in the short- or long-term.

In addition, the Group may not be able to identify, develop and maintain relationships with qualified suppliers who can satisfy its standards for price, quality, safety, quantity and other requirements, including if an existing key supplier ceases trading or ends its relationship with the Group and a new supplier needs to be located. The Group sources a number of products from overseas factories, which increases the Group’s exposure to sourcing, quality, trading, warranty and currency issues.

The Group typically enters into contracts with suppliers for an average of one to three years, which provides a measure of assurance of price and supply (subject to the suppliers fulfilling their contractual obligations).

However, when a contract expires, the Group cannot be assured that it will be able to renew that contract or secure a contract with a new supplier on equal or better terms and its sales and inventory levels could suffer if it is unable to promptly replace a supplier. Manufacturers of materials and products sold by the Group may also look to sell directly to end customers in the future, diminishing the role of distributors such as the Group.

Any substantial decrease in the availability of products from the Group’s key third-party suppliers and own-brand manufacturers, including due to the loss of a key supplier, or significant changes to supply terms at the time of renewal, could lead to lost sales or increased costs, which could have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

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

The Group’s strategic plans are predicated on continuing to gain market share organically by providing a superior proposition to its customers, in addition to the continued expansion of its Toolstation branch network in the UK and Europe. Large-scale acquisitions by the Group of businesses in its existing UK markets are less likely due to the concerns of the competition authorities to ensure competitive markets. Therefore, the Group is likely to rely on developing its existing network, or focusing on smaller scale opportunities in new catchment areas, or on expanding into adjacent markets or channels in which it does not currently have a strong presence. However, there is no guarantee that suitable locations will be found or that new channels will be attractive to customers 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. There is also a risk that

the Group may be over-investing in channels which may decline, or that the Group may not be allocating sufficient capital to new propositions and advantaged businesses. These factors 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 2019, 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 United Kingdom’s withdrawal from the EU

The uncertainties around the UK’s withdrawal from the EU leaves businesses potentially open to significant risks. The UK left the EU on 31 January 2020, entering into a transition period until 31 December 2020. Uncertainties have remained throughout the transition period, and if a deal or extension is not agreed before 31 December 2020, a new body of UK law, known as retained EU law and based on the European Union law that applied to the UK at the end of the transition period, will come into force. It is not clear how this body of law will be amended to introduce new UK policies.

Any significant economic shock caused by the UK's withdrawal from the EU, the uncertainty around the process or negative consumer sentiment could have an adverse impact on the performance of the UK’s economy, leading to a fall in demand for the Group’s products. Commercial projects could be delayed or cancelled as businesses decide whether to invest in the UK market or not, and where to invest. Mortgage interest rates could rise and credit could tighten which may adversely impact the residential sector leading to a fall in demand for residential housing and retail projects and as such, a fall in demand for the Group’s products. Further, government investments, infrastructure projects or initiatives may be delayed or cancelled as government funds tighten leading to the delay or cancellation of contracts which may have an adverse impact on the financial position of the Group.

Future trading relationships with overseas markets have yet to be determined and they may result in higher tariffs or duties on imports of construction products as well as extended lead times on imported supplies or result in the need to source some products elsewhere, and the prospects of a ‘no deal’ scenario at the end of the transition period present additional uncertainty in these respects. The Group also operates a small number of branches in Northern Ireland and the Republic of Ireland whose operations may be impacted by the final relationship with the EU and arrangements between those countries, including those in respect of borders, tariffs and information flow. Any of these factors could have an adverse effect the Group’s future prospects, financial condition and/or results of operations.

The Group’s business transformation projects may fail to deliver the expected benefits, cost more or take longer to implement than expected

While the Group aims to expand into its chosen markets (see also the risk factor headed, “The Group may not achieve the growth plans contemplated in its strategic business plan”), its corporate strategy also includes disposing of certain non-target businesses in order to achieve greater efficiency and more focused capital allocation; however, there can be no certainty that businesses can be disposed of on a timely basis and on acceptable terms. For example, in late 2019 the proposed sale of the whole of the Plumbing & Heating segment was placed on hold due to uncertainties surrounding the outcome of negotiations regarding the UK’s withdrawal from the EU, and in March 2020 the Group’s planned demerger and sale of the Wickes business was paused as a result of the Covid-19 pandemic and until markets become more stable and predictable. Particularly in the case of Wickes, whereby infrastructure had been put in place for Wickes to operate as an

independent business following the proposed demerger, this has resulted higher costs due to professional services fees incurred and certain duplications within the Group including in respect of information technology (“IT”) functions. In 2019, the Group incurred costs of £46.5 million in relation to separation of the Plumbing & Heating business from the Group’s central IT infrastructure and support functions in order to enable the business to operate autonomously and thereby support any future disposal. There can be no certainty if and when relevant markets will stabilise and become sufficiently predictable to enable proposed disposals and organisational restructurings on acceptable terms.

The Group is undertaking a large number of strategic projects throughout its business such as the modernisation of the Group’s core IT systems and infrastructure, on-going development of its supply chain operations and its branch and store networks, and initiatives of the Group to speed up decision-making and reduce costs.

By their nature, such strategic projects are often complicated, interlinked and may require considerable resource to deliver. As a result, the expected benefits, timescale for delivery and the costs of implementation of each project may deviate from those anticipated at their outset and colleague engagement may be impacted during a period of significant change and cost-focus, which could adversely affect the Group’s future prospects, financial condition and/or results of operations.

The Group is subject to risks relating to its IT systems and related infrastructure

Interruption or failure of the Group’s 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 and supporting infrastructure, both in terms of the availability of hardware and the efficient and effective operation of software, for its day-to-day operations and technology plays a significant role in the future growth and success of the Group. 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.

Significant system failures or outages 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, or could disrupt the day-to-day operations of the Group and, in turn, impact customer service.

Such failures could result in an adverse impact on the ability of the Group 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 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.

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.

The Group is exposed to changing commodity prices

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.

The Group is exposed to cyber security threats and data security breaches

Incidents of sophisticated cyber-crime represent a significant and increasing threat to all businesses including those of the Group. The tactics of cyber criminals evolve on a daily basis, finding new ways to compromise organisations, which presents a continuous challenge for information security teams in terms of cyber risk protection and preparation for potential incidents. Threat sources change continually such that, while the Group may be targeted by cyber-criminals, it may also be impacted by attacks aimed at impacting the UK’s infrastructure more generally.

Information security incidents can be caused externally or internally, accidentally or deliberately. The Group’s business activities are heavily dependent on IT systems that are available when needed, based on accurate and complete data. An external cyber-attack or insider threat (or an equivalent incident at a third party with whom Group data is shared legitimately) could result in disruption to customer-facing, supplier-facing and financial systems through theft and misuse of confidential data, damage to or manipulation of operationally critical data or interruption to IT services, any of which may have serious consequential impacts on the Group’s reputation, ability to trade and compliance with data protection regulations.

Whilst cyber incidents have not significantly impacted the Group to date, these threats continue to evolve and can, in turn, impact the effectiveness of mitigating actions. The Group continues to be vigilant and assess its exposure.

The Group is subject to a number of laws relating to privacy and data protection, including, in particular, the General Data Protection Regulation (Regulation (EU) 2016/679), the United Kingdom’s Data Protection Act 2018 and the EU Privacy and Electronic Communications Regulations. Such laws govern the Group’s ability to collect, use and transfer personal data, including relating to its customers and business partners, as well as any such data relating to its employees and others. In processing transactions through the Group’s technology platforms, the Group receives and stores a large volume of personal data, including credit card information. The Group also relies on third-party service providers to collect and process certain personal data and to maintain its databases. Therefore, the Group is exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, damaged or processed in breach of privacy or data protection laws.

While the Group strives to comply with all applicable laws and regulations relating to privacy and data protection, such laws are subject to frequent evolution. It is possible that applicable privacy and data protection laws and regulations may be interpreted and applied in a manner that may conflict with other rules or the Group’s practices. Any perceived or actual failure by the Group, including its third-party service providers, to protect confidential data or any material non-compliance with privacy or data protection or other consumer protection laws or regulations may harm its reputation and credibility, adversely affect revenue, reduce its ability to attract and retain customers, result in litigation or other actions being brought against the Group and the imposition of significant fines and, as a result, could have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

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 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 and experienced 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, particularly in branch and other customer-facing roles. Many of them have worked for the Group for many years, during which they have gained valuable customer 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. This may be compounded by the arrangements for the UK's withdrawal from the EU and if significant numbers of EU citizens decide to leave the UK. In particular, the availability of suitably qualified drivers is an area of uncertainty for the Group and is critical to the operation of its fleet to meet customer delivery expectations.

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 four defined benefit schemes each of which is closed to new members. At 30 June 2020, the combined accounting gross surplus of the four schemes, after allowing for the minimum funding schedule of contributions, was £66 million (31 December 2019: £53 million surplus).

The Group has a single pension special purpose vehicle (the "Pension SPV"), The Cobtree Scottish Limited Partnership, which is a vehicle created in 2010 that provides for annual income to be paid to the Travis Perkins Pension and Dependants' Benefit Scheme ("TPPDBS"), secured against certain freehold properties owned and operated by the Group. In 2019, the Pension SPV provided for annual income of £3.4 million to be paid to TPPDBS. The payments to the TPPDBS from the Pension SPV cease in 2030. The Group does not intend to increase its use of pension SPVs in the future.

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. It may not always be 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 for non-compliance 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.

There can be no assurance that the Group’s framework of policies will afford adequate protection against potential legal liability exposure for non-compliance. Increased environmental and other compliance costs and unplanned expenditure 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 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 has 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 2019, provisions of £33 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 is exposed to risks relating to health and safety issues

The Group is required to comply with applicable laws designed to protect employees against occupational injuries. Health and safety law in the UK is primarily based on the Health and Safety at Work etc Act 1974 under which all employers and employees owe duties to ensure the health, safety and welfare of persons at work. The Health and Safety Executive, with local authorities (and other enforcing authorities) is responsible for enforcing the Health and Safety at Work etc Act and a number of other acts and statutory instruments relevant to the working environment.

Under such laws, employers typically must establish and maintain working conditions and workplaces that effectively prevent danger to employees. In particular, employers must comply with certain medical and hygiene standards and meet certain health and safety requirements at work, such as carrying out risk assessments and deriving measures for the safety of employees. This is based, for example, on regulations for permissible maximum values for noise at the workplace, for the use of personal protective equipment and requirements for ambient temperature, ventilation and lighting, as well as working time and work break regulations.

The Group operates over 2,000 sites, many with complex and busy yards. It also operates one of the largest vehicle fleets in the UK, distributing heavy and bulky materials. Poorly implemented safety practices on site, on the road and at delivery locations could result in significant harm to employees, customers, suppliers and the public, which would damage the Group’s reputation and could adversely impact trading performance.

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 and operated under leaseholds, which are generally subject to periodic rent reviews, lease expiry and renegotiation. As a result, the Group is susceptible to changes in the property rental market, such as increases in market rents.

As most rent reviews occur every five years, and a significant number of the lease agreements related to the Group's retail stores are renewable every five to 15 years, the Group may be affected in the future by changes in the commercial property rental market, such as a decrease in available sites or fluctuations in market rents for new stores, and scheduled rent reviews. In the event that the Group does not continue operations in a location following the expiration of a lease, there can be no assurance that it will not lose customers or suffer reputational damage. In addition, while the Group regularly maintains the condition of its properties, including as part of its ongoing refurbishment programme, it may be liable for costs arising from dilapidation or other damage to premises during the course of its lease term that it did not anticipate or provision for.

In addition, the Group may not be able to renew its existing store leases where, for example, the landlord is able to establish statutory grounds for non-renewal or if the leases do not have the benefit of statutory or

contractual rights of renewal. In these cases, the Group may face competition for existing or potential premises, including from retailers or businesses in other industries, or companies that have greater financial resources. As at 31 December 2019, the Group leased one store under a lease under which it did not have the benefit of a right of renewal (or security of tenure protections under the Landlord and Tenant Act 1954).

Any inability to renew existing leases may result in, among other things, significant alterations to rental terms (including increasing rental rates), the closure of stores in desirable locations, increased costs to fit out replacement locations or failure to secure a relocation in attractive locations. The manifestation of any of these risks could have a material adverse effect on the Group’s business, results of operations, financial condition or prospects.

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.

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 or if at least 80 per cent. of the Notes have previously been redeemed by the Issuer (thereby allowing the Issuer’s Clean-up Call Option referred to in the Conditions).

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.

With respect to the Clean-up Call Option by the Issuer (Condition 5(e) of the Conditions), there is no obligation on the Issuer to inform investors if and when the 80 per cent. threshold of the principal amount of the Notes has been reached or is about to be reached, and the Issuer’s right to redeem will exist notwithstanding that (a) immediately prior to the serving of a notice in respect of the exercise of the Clean-up Call Option, the Notes may have been trading significantly above par, thus potentially resulting in a loss of capital invested; or (b) the Issuer may have previously redeemed or purchased Notes early, at the Issuer’s option, above par.

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.

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.

Credit ratings may not reflect all risks

The Notes will be rated BB+ by S&P and BBB- by Fitch, 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.

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 year ended 31 December 2018, together with the audit report thereon, which appear on pages 98 to 172 of the Issuer’s annual report and accounts for the year ended 31 December 2018 (the “2018 Annual Report”) (https://www.travisperkinsplc.co.uk/sites/travis-perkins/files/2019-pdfs/ar-2018.pdf);
the audited consolidated financial statements of the Group for the financial year ended 31 December 2019, together with the audit report thereon, which appear on pages 122 to 192 of the Issuer’s annual report and accounts for the year ended 31 December 2019 (the “2019 Annual Report”) (https://www.travisperkinsplc.co.uk/sites/travis-perkins/files/investors/travisperkins-annual-report-19.pdf); and
the unaudited condensed consolidated financial statements for the six months ended 30 June 2020, together with the independent review report thereon, which appear on pages 19 to 49 and pages 51 to 52, respectively, of the Issuer’s unaudited interim results for the six months ended 30 June 2020 (“2020 Interim Results”) (https://www.travisperkinsplc.co.uk/sites/travis-perkins/files/interim-results-2020.pdf),

(together, the “Documents Incorporated by Reference”).

The Documents Incorporated by Reference have been previously published and filed with the FCA. Such documents shall be deemed to be incorporated in, and form part of, this Prospectus, save that any statement contained in a Document Incorporated by Reference 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 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 shall not form part of this Prospectus.

Copies of the Documents Incorporated by Reference may be obtained from the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and from the website of the Issuer at https://www.travisperkinsplc.co.uk/investors/results-reports-and-presentations/year/2020.

The table below sets out the relevant page references for (i) the audited consolidated financial statements for the financial years ended 31 December 2018 and 31 December 2019, as respectively set out in the 2018 Annual Report and the 2019 Annual Report; and (ii) the unaudited condensed consolidated interim report for the six months ended 30 June 2020 (together with comparative unaudited financial information for the six months ended 30 June 2019) set out in the 2020 Interim Results. 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 2018

	Annual Report 2018
Consolidated Income Statement	Page 106
Consolidated Statement of Comprehensive Income	Page 106
Consolidated Balance Sheet	Page 107
Consolidated Statement of Changes in Equity	Page 108
Consolidated Cash Flow Statement	Page 109
Notes to the Financial Statements	Pages 114 - 172
Independent Auditor’s Report	Pages 98 - 105

Audited consolidated annual financial statements of the Group for the financial year ended 31 December 2019

	Annual Report 2019
Consolidated Income Statement	Page 131
Consolidated Statement of Comprehensive Income	Page 131
Consolidated Balance Sheet	Page 132
Consolidated Statement of Changes in Equity	Page 133
Consolidated Cash Flow Statement	Page 134
Notes to the Financial Statements	Pages 139 - 192
Independent Auditor’s Report	Pages 122 - 130

Unaudited condensed consolidated interim financial statements of the Group for the six months ended 30 June 2020

	2020 Interim Results
Condensed Consolidated Income Statement	Page 19
Condensed Consolidated Statement of Comprehensive Income	Page 20
Condensed Consolidated Balance Sheet	Pages 21 - 22
Condensed Consolidated Statement of Changes in Equity	Pages 23 - 24
Condensed Consolidated Cash Flow Statement	Page 25
Notes to the Interim Financial Statements	Pages 26 - 49
Independent Review Report	Pages 51 - 52

OVERVIEW OF TERMS AND CONDITIONS OF THE NOTES

Issuer:	Travis Perkins plc
Legal Entity Identifier (LEI) of the Issuer:	2138001I27OUBAF22K83
Guarantors:	City Plumbing Supplies Holdings Limited, Keyline Civils Specialist Limited, The BSS Group Limited, Toolstation Limited, 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:	£250,000,000 3.750 per cent. Guaranteed Notes due 2026 (the “Notes”), to be issued by the Issuer on 17 November 2020 (the “Issue Date”).
Trustee:	Citicorp Trustee Company Limited
Principal Paying Agent:	Citibank, N.A., London Branch
Joint Lead Managers:	Banco Santander, S.A.
Barclays Bank PLC
BNP Paribas
NatWest Markets Plc
Bookrunners:	Lloyds Bank Corporate Markets plc
MUFG Securities EMEA plc
Interest:	Interest in respect of the Notes will, save for in respect of the long first Interest Period, be payable annually in arrear on 17 February in each year commencing on 17 February 2022 (the “First Interest Payment Date”) and ending on the Maturity Date (unless the Notes are previously redeemed or purchased and cancelled). The first Interest Period shall be a long first Interest Period from

	(and including) the Issue Date to (but excluding) the First Interest Payment Date.
Maturity Date:	17 February 2026
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 (i) at any time prior to 17 November 2025, at an amount calculated by reference to the then yield of the 0.125 per cent. United Kingdom Treasury Stock due 30 January 2026 plus a margin of 0.50 per cent. together with any accrued interest; and (ii) at any time from (and including) 17 November 2025, at par together with any accrued interest, in each case as described under “Terms and Conditions of the Notes – Redemption and Purchase”.
Clean-up Call Option:	If 80 per cent. or more in principal amount of the Notes then outstanding have been redeemed or purchased and cancelled by or on behalf of the Issuer, 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 par together with any 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	Application has been made to the FCA for the Notes to be admitted to the

trading:	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:	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 S&P and BBB- by Fitch upon issue. 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.
	Rating agency designations:
	S&P: an obligation rated “BB” is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation. The “+” sign shows relative status within the rating categories.
	Source:
	https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceld/504352
	Fitch: an obligation rated “BBB” indicates that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. The modifier “-” appended to the rating denotes relative status within major rating categories.
	Source:
	https://www.fitchratings.com/products/rating-definitions
	As at the date of this Prospectus, S&P is a credit rating agency established in the EU and Fitch is a credit rating agency established in the United Kingdom. Both Fitch and S&P are registered under the CRA Regulation. As such, S&P and Fitch are included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation.
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, or for the account or benefit of, U.S. persons.
	The Notes may be sold in other jurisdictions, including the EEA and the United Kingdom, only in compliance with applicable laws and regulations. See “Subscription and Sale” below.
	Category 2 Selling Restrictions will apply to the Notes for the purposes of Regulation S.
Use and Estimated Net	The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes which may include the repayment of upcoming

Amount of Proceeds:	debt maturities.
	The estimated net amount of proceeds is expected to be £248,500,000.
ISIN:	XS2254262285
Common Code:	225426228

TERMS AND CONDITIONS OF THE NOTES

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

The issue of £250,000,000 3.750 per cent. Guaranteed Notes due 2026 (the “Notes”) was authorised by a resolution of the board of directors of Travis Perkins plc (the “Issuer”) passed on 6 November 2020 and a resolution of a committee of the board of directors of the Issuer passed on 6 November 2020 and the guarantee of the Notes was authorised by resolutions, each dated 6 November 2020, of the respective boards of the directors of each of City Plumbing Supplies Holdings Limited, Keyline Civils Specialist Limited, The BSS Group Limited, Toolstation Limited, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited (together, the “Guarantors” and each a “Guarantor”, which expressions shall include any member of the Group (as defined in Condition 2) which becomes, and has not for the time being ceased to be, a Guarantor pursuant to the relevant provisions of Condition 2). The Notes are constituted by a trust deed (the “Trust Deed”) dated 17 November 2020 (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), however the Issuer also authorises the Paying Agents to deliver such copies by electronic mail to Noteholders. 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 £400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch 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;

“Material Subsidiary” means, at any time, a Subsidiary (as defined in Condition 2) of the Issuer (other than a Pension SPV) whose pre-tax profits (before the amortisation and impairment of goodwill and Intangible Assets) or gross assets (excluding intra-Group items, investments in subsidiaries, goodwill and Intangible Assets) then equal or exceed ten per cent. of the pre-tax profits (before amortisation and impairment of goodwill and Intangible Assets) or gross assets (excluding goodwill and Intangible Assets) of the Group. For this purpose:

(a) the pre-tax profits or gross assets 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 or gross assets of that Subsidiary will be determined from its latest available financial statements;

(c) the pre-tax profits or gross assets of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the pre-tax profits or gross assets of any company 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;

“Pension SPV” means a special purpose vehicle which has been incorporated for the sole purpose of providing funding and/or security in respect of employer contributions payable to a pension scheme of any member of the Group; and

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

4 Interest

The Notes bear interest from and including the Issue Date at the rate of 3.750 per cent. per annum, payable annually in arrear on 17 February in each year (each, an “Interest Payment Date”), except that the first payment of interest, to be made on 17 February 2022 (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 “Long First Interest Period”) and will amount to £46.93 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 Long 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 Long First Interest Period, if the Accrual Period (as defined below) is longer than one Determination Period, the day-count fraction will be the sum of (i) the number of days in such Accrual Period falling in the Determination Period in which it begins divided by the number of days in such

Determination Period; and (ii) the number of days in such Accrual Period falling in the next Determination 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 17 February in any year to but excluding the following 17 February.

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 as provided above in relation to the First Interest Payment Date, shall be equal to the product of 3.750 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 17 February 2026. 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 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 any time during the period commencing on (and including) 17 November 2025 to (but excluding) the Maturity Date, 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) at the principal amount thereof, together with interest accrued to but excluding the date fixed for redemption.

The Issuer may at any time up to (but excluding) 17 November 2025, 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 (the “Redemption Price”) 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 0.125 per cent. United Kingdom Government Treasury Stock due 30 January 2026 (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.

The Issuer shall notify the Principal Paying Agent of the Redemption Price as soon as practicable following its determination. 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 an 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

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), 5(c) or 5(e)) 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 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 Ltd. ("Moody's"), Fitch Ratings Ltd. ("Fitch") or S&P Global Ratings 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) Clean-up Call Option: If 80 per cent. or more in principal amount of the Notes then outstanding have been redeemed or purchased and cancelled by or on behalf of the Issuer, the Issuer at its option may redeem or purchase, or procure that any of its Subsidiaries shall purchase, all but not some only of the Notes then outstanding 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) at the principal amount thereof, together with interest accrued to but excluding the date fixed for redemption.

(f) 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.

(g) 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(h) 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), 5(d) or 5(e) shall promptly be surrendered for cancellation.

(h) Cancellation: All Notes so redeemed or purchased and that are to be cancelled under Condition 5(g), 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) or 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 London.

(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 (which may be the Principal Paying Agent) having its specified office in London and/or any 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), 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: (i) 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 assignation (as applicable) 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 or any Material Subsidiary), 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 (including Virtual Meetings (as defined in the Trust Deed)) 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 required to be given to Noteholders pursuant to the Conditions 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 Principal Amount and Exchange

The principal amount of the Notes shall be the aggregate amount from time to time entered in the records of Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“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 principal 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 28 December 2020, upon certification as to non-U.S. beneficial ownership. 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 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 limited 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.

3 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 principal 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, the relevant place of presentation shall be disregarded in Condition 6(d).

So long as the Notes are represented by a Global Note and that Global Note is held on behalf of a Clearing System, the Issuer has undertaken, inter alia, to pay interest in respect of such Notes from the Issue Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions and this Section “Overview of the Provisions relating to Notes while in Global Form”, save that the calculation of the amount of interest to be paid is initially made in respect of the total aggregate amount of the Notes represented by the Global Note.

4 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.

5 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).

6 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.

7 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 principal 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 principal amount of the Notes so cancelled.

8 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.

9 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 principal amount of the Notes represented by such Global Note shall be adjusted accordingly.

10 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 principal 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 principal 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, construction and home improvement markets. 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 a network of 1,685 branches (not including 235 Wickes branches which are planned for disposal) in the United Kingdom as at 30 June 2020. The Group also has a small number of branches in the Isle of Man and the Republic of Ireland, and in September 2019 the Group acquired the company Toolstation Europe with 66 branches in Belgium, France and Holland. 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 and Sharpe & 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 & 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 were subsequently consolidated before the Group sold its tile business in September 2020. 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, which it then sold in 2014. In 2012, the Group acquired the remaining shares in Toolstation UK. In 2013, the Group acquired Solfex Energy Systems as well as a majority stake in PlumbNation, an online business distributing heating products. 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. Rudridge was subsequently fully integrated into the Keyline branch network. 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. National Shower Spares was acquired in October 2017, supplementing the spares offer to customers. The Group acquired TF Solutions in April 2019, an air conditioning specialist, which offers a complementary range to BSS, and in September 2019 the Group acquired a further 50 per cent. share of Toolstation Europe giving a majority 97 per cent. share in the Toolstation Europe business.

During 2019 the Group set out its intention to explore the potential divestment of the businesses within the Plumbing & Heating segment. While the Group placed these disposal plans on hold in September 2019 due to uncertainty surrounding the terms of the UK's withdrawal from the EU, it took the opportunity to dispose of its Primaflow F&P (“PF&P”) wholesale business in January 2020. In March 2020 the Group took the decision to place its planned demerger of the Wickes business on hold in order to focus on managing the

business through the Covid-19 pandemic and until such time as markets have become more settled and predictable.

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 £76 billion, which includes DIY sales to consumers, but excludes certain trade categories and direct from manufacturer to end-user supplies.

The Group estimates that its largest nationwide competitors account for less than half the turnover in the Group’s addressable markets with the rest of the market being primarily independent builders merchants that are not part of a major group. The Group is more reliant on RMI spend than new build, with approximately 65 per cent. of Group sales relating to domestic RMI markets rather than new build. Around 85 per cent. of Group sales are in the residential property markets, compared to around 15 per cent. in the commercial and infrastructure markets. 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 and stores, with increasing fulfilment through integrated digital channels. The Group provides nationwide delivery services and has a broad range of businesses in terms of scale and customers served. It operates through four segments: Merchanting, Toolstation, Retail and Plumbing & Heating.

The Group is committed to its core expertise as a distributor of building materials, primarily in the service it provides to its trade customers. 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, development and utilisation of digital platforms and services, and access to property.

The Group trades through over 20 brands, including Travis Perkins, Benchmarx Kitchens and Joinery, Keyline, CCF, BSS, Wickes, Toolstation, City Plumbing Supplies, Plumbing Trade Supplies (“PTS”), Direct Heating Spares, PlumbNation and the Underfloor Heating Store. It also has a well-established tool hire business which operates across its Merchant brands.
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 across a broad spectrum of 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:

In 2019, 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 2.5 million square feet of distribution space and over 3,000 delivery vehicles enable the Group to operate an efficient delivery service.
The operation of lightside (i.e. tools, paint, fixings) primary distribution centres, superior local stocking of heavyside products (i.e. bulky products such as bricks, blocks, aggregates, cement and plasterboard) 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.

The Group’s segments 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 as at 30 June 2020:

Businesses by segment	Branches	Products and services
Merchanting	848
Travis Perkins	560	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

Businesses by segment	Branches	Products and services
Benchmark Kitchens and Joinery	148	specialist supplier of kitchen and joinery products
Keyline	46	Heavy and general building materials in particular, building materials for civils engineering, underground drainage solutions and ground works projects
CCF	35	Distributor of interior building products, including dry lining, insulation, suspended ceilings, partitions and related products and services
BSS	59	Specialist distributor of pipeline equipment, heating and mechanical services equipment
Toolstation	483
Toolstation	UK: 409
Europe: 74	Tools, fixings, hardware, electrical, plumbing and heating materials
Retail	328
Wickes	235	Home improvement products, including timber, building materials, tools and decorative materials, and an extensive range of kitchens, bathrooms and related services
Tile Giant	93	Ceramic tiles and accessories
Plumbing & Heating	354
City Plumbing Supplies and PTS plumbers merchants	351	Plumbing and heating merchant serving the general plumbing and heating trade and the contract market
Direct Heating Spares	1	Distributor of domestic heating spares
National Shower Spares	1	Distributor of domestic plumbing spares
Solfex Energy Systems	1	Distributor of renewables technology
PlumbNation	-	Online seller of heating products
The Underfloor Heating Store	-	Online distributor of underfloor heating systems

Businesses by segment
Branches
Products and services
Group
2,013

Strategy and purpose

The Group’s strategy and purpose is to be the first choice supplier of building materials to trade customers in the UK construction industry. The strategy has two overarching aims: to focus on trade customers through its advantaged trade businesses and to simplify the Group to speed up decision-making and increase the agility of the Group.

Encompassed within this strategy are the proposed sale of the Plumbing & Heating business, the demerger of the Wickes business and the reinvigoration of the performance of the Group’s merchanting business. The Group is committed to further simplification, aiming for more focussed capital allocation, more streamlined decision making and a reduction in the cost base.

See also 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 for both direct delivery and click and collect fulfilment, 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 2019, the largest customer accounted for less than one per cent. of Group turnover. With over 200,000 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 0.4 per cent. of credit sales.

The Group’s turnover in 2019 comprised 64 per cent. credit sales (excluding Wickes Kitchen and Bathroom sales on finance). Approximately 55 per cent. of sales of stock held on the company’s premises are delivered to customers with approximately 45 per cent. being collected by customers. Approximately 10 per cent. of sales are delivered direct to customers by suppliers.

End-users are becoming more confident in challenging tradesmen on materials prices with improvements in technology enabling increasing levels of price transparency. Digital capabilities are becoming more important in the transaction cycle of customers, and the Group has invested in capabilities to ensure a market-leading proposition through this channel, particularly in Wickes and Toolstation. Penetration of digital channels is expected to continue 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 has invested significantly in its digital capabilities in recent years, including the acquisitions of Toolstation, PlumbNation (an online heating supplies business), the Underfloor Heating Store (an online underfloor heating business) and a number of specialist online spares businesses. These acquisitions have been made alongside investments in new multichannel platforms and digital capabilities across the more traditional merchanting businesses, and in particular Wickes, demonstrating the Group’s intention to ensure it

retains and enhances its market leading positions whatever the customer’s fulfilment channel of choice. During the initial Covid-19 related national lockdown in the UK during March, April and May 2020, the Group pivoted its businesses to operate almost entirely through its digital channels, providing fulfilment either direct to site or home, or using the branch network to enable a click-and-collect service.

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 over 200,000 product lines. The Group is committed to buying products commensurate with its customers’ needs, particularly ensuring high quality for trade use. The Group sources 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, but increasingly also across lightside product categories across the trade businesses. 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 2019.

For further discussion, see the risk factors entitled “The Group is exposed to changing commodity prices” and “Suppliers may not continue to supply products to the Group on commercially acceptable terms or on a timely basis”.

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 2.5 million square feet of centralised distribution warehouse space and over 3,000 commercial delivery vehicles enable the Group to operate an efficient delivery service. The operation of a lightside primary distribution centre, various specialist distribution hubs 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 a primary lightside distribution centre in Northampton serving the Merchanting businesses. Combined with the Plumbing & Heating specialist distribution centre in Warrington, these have a combined floor-space of 1.1 million square feet.

The Group continues to develop its multi-channel IT platform which enables not only online transaction capability but also helps the Group’s employees and customers to continue to manage a close relationship through convenient digital platforms. This encompasses the broader scheme of the trade customer relationship, including product information, availability, credit account management, delivery schedules and proof of delivery and invoicing, all on an organised digital format. This capability is intended to complement the well-established telephone-based ordering and local delivery infrastructure managed directly through the branch network, and the local stocking of products provided by branches ensures fast access to products by the Group’s customers.

Employees

The Group aims to employ, develop and retain the best people in the sector. For the year ended 31 December 2019, total average Group headcount was 27,505 full time employee equivalents (2018: 27,299 full time employee equivalents), of which 12,267 were in Merchanting, 3,756 were in Toolstation, 6,572 were in Retail, 4,038 were in Plumbing & Heating and 872 in central roles.

The Group took significant actions to control its cost base as a result of the Covid-19 pandemic, appropriately using government assistance, including accessing the Coronavirus Job Retention Scheme, with up to 15,000 colleagues furloughed in April 2020, but with around 2,000 colleagues remaining on furlough beyond the end of June 2020, reducing to around 100 at the end of August 2020, and fewer than 10 at the end of October 2020.

Pension Schemes

The Pension SPV is a vehicle that was created in 2010 and provides for annual income to be paid to TPPDBS, secured against certain freehold properties owned and operated by the Group. In 2019, the Pension SPV paid £3.4 million to TPPDBS. The payments to the TPPDBS from the Pension SPV cease in 2030. The Group does not intend to increase its use of pension SPVs in the future.

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. The Group aims to optimise its use of capital in its property portfolio, with decisions driven by what is best for the operating businesses. In areas where property is in high demand, such as London and the South East, the Group will aim to own strategic freeholds to ensure long term access to the site. In areas where sites are more readily available, the Group will invest in developing new sites, either through leasehold or freehold. If freehold, once the site is shown to be operating and generating returns as expected, the Group will often sell and lease back the site, freeing up the capital for reinvestment elsewhere. This cycle of purchase, development, sale and leasing of sites ensures that the Group maintains a strong pipeline of high quality sites without tying up capital for the long term.

In 2019 the Group invested £22 million in freehold property (2018: £48 million), including the construction costs to develop these sites. In the same period, the Group generated £82 million (2018: £98 million) of cash through disposals, also generating around £20 million per annum of development returns.

In the first six months of 2020, the property markets were significantly impacted by the Covid-19 pandemic. Only £12 million was invested by the Group in freehold sites, although a further £18 million of cash was realised through property disposals.

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	Freehold /Leasehold
Headquarters:
Northampton	N/A	Group Head Office	Freehold
Watford	N/A	Wickes Head Office	Leasehold
Leicester	N/A	Contracts Head Office	Leasehold

Principal Properties	Square Feet	Business Activity	Freehold /Leasehold
Crick	N/A	Plumbing & Heating Head Office	Leasehold
Bridgwater	N/A	Toolstation Head Office	Leasehold
Distribution Centres:
Lightside primary distribution centre - Gowerton Road, Northampton	473,000	Merchanting, PTS, CCF, Benchmarx	Leasehold
		Used to centralise bulk products and doors and to assist global sourcing arrangements
Lightside primary distribution centre - Warrington	630,000	Merchanting, PTS, CCF, Benchmarx	Leasehold
Composite warehouse Salthouse Road, Northampton	475,000	Wickes	Leasehold
Northampton – Home delivery centre warehouse	160,000	Wickes home delivery centre (kitchens)	Leasehold
Redditch	140,000	Toolstation products	Leasehold
Bridgewater	115,000	Toolstation products	Leasehold
Daventry	158,000	Toolstation products	Leasehold
Middleton	150,000	Toolstation products	Leasehold
Amsterdam, Netherlands	115,000	Toolstation products	Leasehold
Lyon, France	118,000	Toolstation products	Leasehold

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

Operating Performance

Covid-19

As indicated in the risk factor headed, "The Group's business may continue to be affected by the responses to the Covid-19 pandemic", the Covid-19 pandemic rapidly became a global crisis during the first half of 2020 that has significantly impacted the Groups' operations and therefore financial performance during 2020. It is not clear how long the pandemic will last, how much more extensive it may become or what further measures may be introduced by governments as they seek to mitigate the associated health, economic and wider societal impacts.

The pandemic may lead to a significant and prolonged impact for the Group in respect of (i) operational disruption resulting from contracting the virus or attempts to contain an outbreak; (ii) pressure to adapt to

rapidly changing circumstances, ways of working and resourcing levels; (iii) disruption to supply chain; and (iv) level of consumer confidence in an uncertain economic environment.

The Group acted quickly to respond to the challenges posed by Covid-19, with the safety and wellbeing of employees and customers the overriding priority for the Group in its ongoing response to the crisis. Tiered crisis response teams were mobilised before the initial UK lockdown to coordinate the actions taken to manage the impact of Covid-19 on employees, customers and operations.

During the initial stages of the national lockdown period in April and May 2020, the Group pivoted its focus to serving customers through remote, non-contact channels, using existing digital platforms in Wickes and Toolstation, and upgrading digital trading capabilities across the Merchanting businesses. The Group supplies an essential service to the UK construction industry, helping to keep the UK's houses warm, safe, dry and secure, as well as supporting critical national infrastructure such as schools and hospitals. To maintain this essential service, around a third of Merchanting branches remained open, while Wickes and Toolstation leveraged their strong digital capabilities to operate the majority of their branch networks as fulfilment centres for digitally enabled transactions, either for direct delivery, or for click & collect within designated time slots.

As the pandemic has continued, with lockdown restrictions easing and retightening, the Group has worked with suppliers, customers and regulators to develop operating protocols which protect workers and customers whilst continuing to provide an essential service. By the end of June 2020, outside of the restructuring actions and resulting branch closures described below, all of the Group's branches had re-opened, both as fulfilment centres and for direct customer interaction on a controlled basis. The UK Government has been clear that it expects construction activity to continue through future lockdown events, and therefore it is expected that the Group's operations will continue in their current format, with a combination of branch and remote operations, all on a safe, socially distanced basis.

Operations teams continue to monitor the situation closely, locally and nationally, with regular oversight from the Board, and update measures, advice and communications as required.

The Covid-19 pandemic, and the related risks and impacts, continue to evolve and cannot be determined with any certainty. The Group will therefore continue to monitor the situation and related guidance from the Government, focus relentlessly on safety and wellbeing, and evolve other mitigation activities and communications as needed.

Business Restructuring

On 15 June 2020, and reflecting the challenging outlook for the Group's end markets, a programme of restructuring was announced, resulting in the planned closure of 165 branches, primarily across the trade merchant businesses. Most of these branches were closed by the end of June with the remainder closed by the beginning of August. Combined with a streamlining of above-branch central support functions, the number of roles which will be reduced is around 2,500, equivalent to 9 per cent. of the workforce.

In the Travis Perkins general merchant businesses, branch closures targeted smaller, subscale branches where either there are difficulties in operating safe, social distancing practices, or where the scale of the branch means that profitability is difficult in a lower volume environment. Since December 2018, the Group has embarked on a strategy to reduce the number of branches, particularly around large UK conurbations, in order to operate from fewer, larger branches with greater breadth and depth of product range. This restructuring activity accelerates the closure of suboptimal branches in these areas.

In the specialist merchants, customer activity is more weighted towards delivery of products to customers, either from branches or direct from suppliers. Fewer customer visits to branches reduces the requirement for "nearby convenience", and branch networks have been rationalised to ensure an even spread of delivery capability across the UK, with right-sized branches in the right locations to service customers efficiently.

In Plumbing & Heating, a number of lower performing branches were closed, together with a reduction in headcount across the business to reflect lower anticipated volumes in the short to medium term.

These restructuring actions are expected to deliver operating cost savings of approximately £120 million on an annualised basis, with the majority of actions completed by the end of August 2020, meaning that around one third of this expected annualised benefit will be achieved during 2020. An adjusting item of £111 million has been recognised in the 2020 Interim Results covering the cost of accessing these savings. The cash cost could be a maximum of £85 million, with approximately £35 million to be paid in 2020. The remainder, associated with leasehold property, will be paid in future years, although this is expected to be largely offset by exiting or subletting leases, and through the disposal of freehold sites closed as part of the restructuring.

6 Months Ended 30 June 2020

The Group made an encouraging start to 2020 with revenue growth of 2.4 per cent. in the 11 weeks to 18 March 2020. However, as the impact of the pandemic spread to the UK and the initial national lockdown period was implemented, overall revenue of the Group in the first half of 2020 declined by 20 per cent. to £2,781 million and by 19 per cent. on a like-for-like basis.

The significant drop in revenue negatively impacted profitability, with lower than expected gross profit generated. Adjusted operating profit fell by 81 per cent. to £42 million (2019: £220 million). The Group took significant actions to control its cost base and has appropriately used government assistance, including accessing the Coronavirus Job Retention Scheme, with up to 15,000 of the Group's employees furloughed in April 2020, and benefitting from the business rates relief scheme.

During the initial lockdown period, the greatest revenue impact was experienced across the Merchant businesses, where only around one third of branches remained open, with trading volumes down by around 80 per cent. compared to the same period in 2019. Both the Retail and Toolstation segments traded more strongly during the initial lockdown as their established digital capabilities, a switch to distanced operations through click- &-collect services and direct delivery enabled a greater degree of trading to continue as these segments satisfied strong demand for DIY products during this time.

From the end of April 2020, large parts of the construction industry began to return to work, and the Group correspondingly opened more Merchant branches to satisfy the increasing demand for materials. This recovery continued throughout May and June, with the Group returning to a run-rate close to 2019 in July and August, supported by continued strong domestic RMI and DIY sales.

The table below sets out the total revenue growth for each business segment of the Group for the six months ended 30 June 2020:

Total revenue	Merchanting**	Toolstation**	Retail/*	Plumbing & Heating	Group
Volume	(25.5)%	14.4%	(7.0)%	(26.5)%	(19.3)%
Price and mix	-0.3%	-1.4%	-1.1%	3.7%	0.0%
Like-for-like revenue growth*	(25.8)%	12.9%	(8.2)%	(22.8)%	(19.3)%
Network expansion and acquisitions / disposals	(0.7)%	23.5%	(0.8)%	(11.2)%	(1.5)%
Trading days	0.6%	0.60%	0.5%	0.6%	0.6%
Total revenue growth	(25.9)%	37.0%	(8.5)%	(33.4)%	(20.2)%

Includes the following items:

*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.

** Like-for-like sales growth for the three month period ended 30 September 2020 compared to the three month period ended 30 September 2019. Total sales growth for the three month period ended 30 September 2020 compared to the three month period ended 30 September 2019.

*** Wickes like-for-like and total sales growth for the 13 week period ended 26 September 2020 compared to the 13 week period ended 28 September 2019.

At a Group level, price inflation was neutral in the first half of 2020 reflecting a benign input cost environment. There was one extra trading day in the period compared to 2019.

Toolstation total sales include fully consolidated sales from Toolstation Europe, driving the significant step up in growth between like-for-like and total sales. Conversely, total sales figures for the Plumbing & Heating business were impacted by the disposal of the PF&P wholesale business in January 2020.

Cash generation throughout the first half of 2020 was extremely strong, reflecting the Group's focus on liquidity management throughout the Covid-19 crisis. Through strong and careful management of working capital, particularly the receipt of debtor balances from customers and utilisation of inventory across the Group, the Group's covenant net debt position fell by £322 million in the first half of 2020, to £22 million. At 31 August 2020, the Group had £551 million of cash on deposit, giving overall liquidity headroom of £951 million.

3 Months Ended 30 September 2020 ("Q3 2020")

The progression of sales recovery since the national lockdown in April and May 2020 continued throughout Q3 2020, particularly in the trade focused businesses, as demonstrated by the quarterly like-for-like progression by quarter throughout the year. During July 2020, volumes picked up strongly as markets exited the lockdown period. Trading in August 2020 was modestly softer, impacted by a protracted holiday season, before then picking up again in September 2020 in line with schools reopening and many trades returning to a more normal work schedule.

The table below sets out the total sales growth for each business segment of the Group for Q3 2020:

Total revenue	Merchanting	Toolstation	Retail	Plumbing & Heating	Group
Like-for-like sales growth*	(3.1)%	25.5%	18.3%	0.40%	3.9%
Net space change	(7.4)%	8.9%	(1.0)%	(4.2)%	(4.9)%
Acquisitions / disposals	-	15.5%	-	(16.6)%	(2.4)%
Trading days	-	-	-	-	-
Total sales growth	(10.5)%	49.9%	17.3%	(20.4)%	(3.4)%

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.

Group like-for-like sales grew by 3.9 per cent. in Q3 2020, although total Group sales declined by 3.4 per cent., reflecting branch closures since June 2020. Across the Group there was no appreciable impact from price inflation, with the change in sales driven by volume.

There were significant differences in performance across the Group's end markets, with particular strength in domestic RMI, manifesting as strong sales in DIY categories in Wickes and Toolstation, and good trading levels with local trade customers in Toolstation, the Travis Perkins general merchant businesses and Plumbing & Heating. By contrast, the larger end of customer activity has been slower to return to normal, and at the end of September 2020 both new housebuilding and commercial construction continue to run at levels some way below 2019, specifically impacting the specialist merchants and elements of the Plumbing & Heating business.

Across the Merchant and Plumbing & Heating segments, whilst the branch closures announced in mid-June 2020 were significant drivers of the reduction in total sales, businesses have successfully migrated a significant proportion of sales to nearby branches, in line with management expectations. This has been particularly true for larger customers who already trade with multiple branches and customers of the specialist merchants where a higher proportion of sales are delivered. At a Group level, this retention of sales added around 3 per cent. to like-for-like performance.

The Group continued to maintain a strong liquidity position during the third quarter, with £580 million of cash on deposit at 30 September 2020 combined with the undrawn RCF giving overall liquidity headroom of £980 million.

Year Ended 31 December 2019

In 2019, total revenue of the Group grew by 3.2 per cent. to £6,956 million (2018: £6,741 million), and by 3.8 per cent. on a like-for-like basis. Sales growth was driven by a good performance from the Merchant businesses despite the challenging market environment, with continued excellent growth in Toolstation and a strong recovery in Wickes.

Adjusted operating profits (operating profit before exceptional items and the amortisation of goodwill and other intangible assets) grew to £442 million, an increase of 7.8 per cent. when compared to the 2018 illustrative comparative (including the impact of IFRS 16). The increase of £32 million was driven by improvements in all segments, with the biggest increase coming from the strong recovery in Wickes. Toolstation UK also grew profits strongly, but this was offset by the consolidation of Toolstation Europe in the fourth quarter of 2019, and the corresponding losses of £4.5 million. The transformation of the Plumbing & Heating business continued to make good progress, improving the balance of business and improving margins.

The Group continued to generate good free cash flow of £195 million in 2019, after capital expenditure but before freehold activity, at a cash conversion rate of 54 per cent. (2018: 48 per cent.). Covenant net debt increased by £44 million to £344 million in 2019, primarily driven by higher net working capital, with additional inventory held by the Group with the intention of acting as a mitigant against the risk of a 'no deal' exit from the EU.

Operating Segments

The Group operates through four operating segments. For the year ended 31 December 2019, the split of segmental contribution to Group revenue is shown in the following table:

	2019		2018
	Revenue	Proportion	Revenue	Proportion
Merchanting	£3,703 million	54%	£3,609 million	54%
Toolstation	£445 million	6%	£354 million	5%
Retail	£1,342 million	19%	£1,250 million	19%
Plumbing & Heating	£1,465 million	21%	£1,528 million	23%
Group	£6,956 million	100%	£6,741 million	100%

Merchanting

Merchanting is the Group's core business, serving trade customers from large, national businesses to small, local builders. It approaches these markets from both a generalist merchant, in Travis Perkins, and a number of specialist merchant businesses:

Travis Perkins operates the UK's largest network of builders merchants supplying building materials and tool hire to trade customers;
Benchmarx: specialist trade supplier of kitchens and joinery products;
Keyline: the largest distributor of specialist civils, drainage and heavyside products in the UK markets;
BSS: market leading specialist in complex, large-scale fluid and air handling solutions; and
CCF: largest supplier of insulation products and interior solutions in the UK.

The Merchanting segment's propositions are focused on tailored, high quality customer service; with delivery capability supported by a robust distribution network, colleagues with superior technical product knowledge, and using a flexible Merchanting model to fulfil the specific demands of trade customers.

The table below sets out certain key financial performance metrics for the Merchanting division for the years ended 31 December 2018 and 2019 and for the six-months ending 30 June 2019 and 30 June 2020:

Merchanting	H1 2020	H1 2019	Change	FY 2019	FY 2018***	Change
Total revenue	£1,385 million	£1,869 million	-25.90%	£3,703 million	£3,609 million	2.6%
Like-for-like growth*	-25.8%	6.40%	(32.2)ppt	3.3%	3.60%	(0.3)ppt
Adjusted operating profit**	£35 million	£140 million	-75.00%	£284 million	£279 million	1.8%
Adjusted operating margin**	2.5%	7.5%	(500)bps	7.7%	7.7%	-

**Segmental adjusted operating profit figures are presented excluding property profits.

***2018 operating profit figures are illustrative comparatives that have been adjusted for the impact of IFRS16 - Leases to be consistent with reported 2019 figures.

Overview of 2019 - Merchanting

Merchanting sales grew by 2.6 per cent. in 2019, and by 3.3 per cent. on a like-for-like basis. Like-for-like sales growth slowed through the course of the year, with growth of 6.4 per cent. in the first half of 2019 reflecting lower sales in the first half of 2018 because of the severe weather experienced during this period. This was followed by increasingly challenging market conditions in the second half of the year as the significant levels of political uncertainty surrounding the terms of the UK's exit from the EU impacted consumer confidence, and increasingly led to larger projects being postponed or delayed. The specialist merchants continued the ongoing trend of winning market share in their respective markets. Sales in CCF and Keyline were, however, impacted by the slowdown in larger projects in the fourth quarter. Like-for-like sales growth was split evenly between volume and price.

Adjusted operating profits grew by 1.8 per cent. to £284 million, representing a stable adjusted operating margin of 7.7 per cent. Pressure on operating margin was driven by changes to customer mix, with stronger sales growth to larger customers in Travis Perkins, and a greater proportion of direct-to-site deliveries, also to larger customers, in Keyline and CCF. This represented comparatively lower gross margin business, but at a lower cost to serve and generating a higher return on capital. This sales mix effect was offset by a focus across the Merchant businesses improve efficiency, and to tightly control the above-branch cost base, eliminating the divisional structure and by making operational savings through the supply chain transformation plan in Travis Perkins, including the closure of the heavyside range centre network.

Toolstation

Toolstation is one of the UK & Europe's fastest-growing suppliers of tools, accessories and building supplies to trade and DIY customers. It provides a market leading multi-channel offering - Toolstation customers can buy products online or at hundreds of branches across the UK. Toolstation's highly efficient business model gives customers both a convenient proposition with high stock availability, combined with competitive pricing compared with its main competitors. There are $12,000+$ products stocked in branch and a further $6,000+$ available online with around 98 per cent. product availability owing to a sophisticated stock management platform.

Branches have long opening hours, 7 days-a-week, combined with world-class digital capabilities and a click & collect service with a 5 minute turnaround time, all supported by fast & efficient service driving cost-advantaged model.

Toolstation currently operates from 435 branches in the UK, with growing businesses in the Netherlands, Belgium and France.

The table below sets out certain key financial performance metrics for the Toolstation division for the years ended 31 December 2018 and 2019 and for the six months ending 30 June 2019 and 30 June 2020:

Toolstation	H1 2020	H1 2019	Change	FY 2019	FY 2018***	Change
Total revenue	£285 million	£208 million	37.00%	£445 million	£354 million	25.7%
Like-for-like growth*	12.9%	17.30%	(4.4)ppt	16.3%	11.40%	4.9ppt
Adjusted operating profit**	£1 million	£13 million	-90.80%	£25 million	£24 million	4.2%
Adjusted operating margin**	0.4%	6.3%	(590)bps	5.6%	6.8%	(120)bps

**Segmental adjusted operating profit figures are presented excluding property profits.

***2018 operating profit figures are illustrative comparatives that have been adjusted for the impact of IFRS16 – Leases to be consistent with reported 2019 figures.

Overview of 2019 – Toolstation

In 2019, Toolstation demonstrated revenue growth of 25.7 per cent., and 16.3 per cent. on a like-for-like basis. Growth was driven by the acceleration of the UK network expansion, with 65 branches opened in 2019, bringing the overall network up to 400 branches. This opening profile reflects a branch opening every six days, with new branches demonstrating strong growth trends, including trials of smaller-format branches in smaller catchment areas.

At a headline level, adjusted operating profits grew by 4.2 per cent., but this included the consolidation of the start-up losses in Toolstation Europe in the fourth quarter of 2019, following its acquisition, of around £4 million. Excluding these losses, UK profits grew by 21 per cent. with operating margin remaining broadly stable. The business continues to invest heavily not only through capital investment to develop new branches, but also in operating costs for teams to run the growing network.

Toolstation continues to develop the proposition for its customers and its range of products available online. This range, through the catalogue, was extended by an additional 4,000 products, with added ranges being primarily trade focused brands which are popular with trade customers. These new products included extension into new categories, including bathrooms, kitchens and home automation.

Toolstation maintained its market-leading value position, with its “Always Low” pricing model keeping a differential to peers across both the core product range and a wider basket of products. The new Toolstation website, which launched in December 2018, drove strong growth in click & collect transactions throughout 2019, as well as steadily increasing conversion rates of site visitors.

Retail

The Retail segment is dominated by the Wickes business, with Tile Giant making up £47 million annual turnover and minimal profit contribution. The Group sold the Tile Giant business in September 2020 for a modest cash consideration.

Wickes is a multi-channel home improvement retailer, offering customers great value on everything they need to build, fit out, transform and maintain their home. Wickes sales are split almost equally between small trade customers, serious DIY customers, and designed and installed Do-It-For-Me (“DIFM”) projects targeting homeowners.

Wickes operates a network of 235 stores nationwide with a small, efficient footprint compared with other “big-box” DIY retailers; with a tight in-store product range supplemented by a comprehensive extended range online. Around half of Wickes customer journeys begin on-line, with around 15 per cent. of sales transactions completed online, either for home delivery or through the click and collect proposition.

The demerger of the Wickes business from the Group remains a key priority for the Management team. On 20 March 2020, the Group announced that it had placed the demerger of Wickes on hold in order to focus on managing the business through the Covid-19 pandemic and to maximise liquidity across the Group. The

Board continues to believe the demerger of Wickes will allow both businesses to best fulfil their potential and will pursue it when market conditions are more settled and will update the market in due course.

The table below sets out certain key financial performance metrics for the Retail division for the years ended 31 December 2018 and 2019 and for the six months ending 30 June 2019 and 30 June 2020:

Retail	H1 2020	H1 2019	Change	FY 2019	FY 2018***	Change
Total revenue	£636 million	£695 million	-8.50%	£1,342 million	£1,250 million	7.4%
Like-for-like growth*	-8.2%	9.70%	(17.9)ppt	8.6%	4.30%	12.9ppt
Adjusted operating profit**	£32 million	£52 million	-38.50%	£97 million	£77 million	26.0%
Adjusted operating margin**	5.0%	7.5%	(250)bps	7.2%	6.2%	100bps

**Segmental adjusted operating profit figures are presented excluding property profits.

***2018 operating profit figures are illustrative comparatives that have been adjusted for the impact of IFRS16 – Leases to be consistent with reported 2019 figures.

Overview of 2019 - Retail

Wickes demonstrated a strong recovery in performance in 2019, with revenue growth of 7.7 per cent. and 8.7 per cent. on a like-for-like basis. Drivers of growth were split between beneficial changes in the competitive market, including competitor activity and the extreme weather in the first quarter of 2018, and self-help actions. Like-for-like growth was impressive in both Core at 6.5 per cent. and DIFM categories at 14.1 per cent.

Adjusted operating profit for the Retail segment in 2019 showed a significant improvement over 2018, with growth of 26.0 per cent. to £97m, whilst adjusted operating profit margin improved by 100bps to 7.2 per cent. In Wickes, gross margin pressure in 2018 from competitor pricing activity has stabilised through 2019, improved profitability reflecting volume growth in Core and DIFM categories. There was a positive sales mix shift with a strong recovery in higher margin Kitchen and Bathroom showroom sales, combined with the benefits of significant overhead cost reduction carried out in the first half of 2018. The improvement in adjusted operating profit drove a 2 per cent. increase in return on capital employed.

Plumbing & Heating

The table below sets out certain key financial performance metrics for the Plumbing & Heating division for the years ended 31 December 2018 and 2019 and for the six months ending 30 June 2019 and 30 June 2020:

Plumbing & Heating	H1 2020*	H1 2019*	Change	FY 2019	FY 2018***	Change
Total revenue	£475 million	£713 million	-33.40	£1,465 million	£1,528 million	(4.1)%
Like-for-like growth	-22.80%	-3.90%	(18.9)ppt	-1.70%	16.1%	(17.8)ppt
Adjusted operating profit**	£(8) million	£24 million	133.30%	£48 million	£44 million	9.1%
Adjusted operating margin**	-1.7%	3.4%	(510)bps	3.3%	2.9%	40bps

*H1 2019 Figures include £129 million of revenue and £3 million of operating profit from PF&P wholesale, which was sold in January 2020. H1 2020 figures include £28 million of revenue and £0.7 million of operating profit, plus the £1.8 million profit on sale of the business.

**Segmental adjusted operating profit figures are presented excluding property profits.

***2018 operating profit figures are illustrative comparatives that have been adjusted for the impact of IFRS16 – Leases to be consistent with reported 2019 figures.

Overview of 2019 – Plumbing & Heating

Although total revenue in the Plumbing & Heating segment fell by 4.1 per cent. in 2019, and by 1.7 per cent. on a like-for-like basis, the majority of the sales decline was concentrated in the low-margin PF&P wholesale business. The higher-margin branch and digital businesses grew in like-for-like terms, with the branch based merchant business demonstrating encouraging like-for-like growth of 3.3 per cent.

The transformation programme has continued, driving greater efficiency and improving the balance of business towards the higher returning branch and digital businesses. Adjusted operating profit increased by 9.1 per cent. to £48 million despite the decrease in sales, benefitting from the change to business mix, improvements to product ranges and ongoing actions to tightly manage the overhead cost base.

The separation of the Plumbing & Heating business has progressed to plan in 2019, enabling the business to operate autonomously from the Group. The Board paused the process to divest the Plumbing & Heating business in late 2019 at a time of significant political and economic uncertainty in the UK. Whilst the intention to divest the Plumbing & Heating business remains, the 2019 results demonstrate continued improvement in financial performance and the focus for the Group is to realise a suitable valuation for shareholders, rather than a specific timeframe for divestment.

In January 2020, the Group announced the sale of the PF&P wholesale business within the Plumbing & Heating segment, for a cash consideration of £50 million. The sale completed on 31 January 2020. Sale of the PF&P wholesale business enables the remaining Plumbing & Heating branch and digital businesses to focus on delivering market-leading service to direct trade customers

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, and this has never been more important than in the first half of 2020 as the Group reacted to the Covid-19 pandemic. 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:
Stuart Chambers	Chairman	Chairman of Anglo American plc
Nicholas Roberts	Chief Executive	-
Alan Williams	Chief Financial Officer	-
Marianne Culver	Non-Executive Director	-
Blair Illingworth	Non-Executive Director	Chief Executive of Sterling Industries plc
Coline McConville	Non-Executive Director	Non-executive Director of Fevertree Drinks Plc, TUI AG and 3i Group plc
Pete Redfern	Non-Executive Director	Chief Executive Officer of Taylor Wimpey plc
Christopher Rogers	Non-Executive Director	Non-executive director of Kerry Group plc, Vivo Energy plc, Walker Greenback PLC
John Rogers	Non-Executive Director	Chief Financial Officer of WPP Plc

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

Stuart Chambers was appointed as Non-executive Director in September 2017 and as Chairman in November 2017. Stuart is currently Chairman of Anglo American plc and a member of the UK Takeover Panel. Stuart was Chairman of Rexam plc from 2012 to 2016 and ARM Holdings plc from 2014 to 2016. He served as a Non-executive Director on the Boards of Tesco plc, Tesco Bank, Manchester Airport Group, Smiths Group plc and Associated British Ports Holdings plc. Stuart's executive career included ten years with Shell and ten years with the Mars Corporation. Stuart then joined Pilkington plc in 1996, where he was appointed Group Chief Executive in 2002. Pilkington was acquired by Nippon Sheet Glass in 2006 and Stuart became Group Chief Executive of the new combined Group until 2010.

Nicholas Roberts was appointed as Chief Executive in July 2019. He has over 25 years of international consulting experience and is a passionate advocate for diversity and inclusion. A geologist by profession, Nick holds an MSc in Environmental Impact Assessment from Aberystwyth University and a BSc in Geology from the University of Reading. He is a Chartered Geologist, Fellow of the Geological Society and Honorary Fellow of the Institution of Civil Engineers. He is a Deputy Chair and Director of the Forces in Mind Trust in the UK.

Alan Williams was appointed as Chief Financial Officer in January 2017. Alan is a qualified Accountant and Treasurer and in addition to having a strong finance background, he has extensive experience in leading strategic initiatives, mergers and acquisitions, integration and business transformation. Prior to joining the Group, Alan served as CFO at Greencore Group plc for six years. Alan also previously worked at Cadbury plc in a variety of financial roles in the UK, France and the USA.

Marianne Culver was appointed as Non-executive Director in November 2011. Marianne has extensive executive and board experience in the global distribution and logistics sectors. She has served as Chief, Global Supply Chain with Premier Farnell plc and as Chief Executive (UK & Ireland) of TNT. Marianne was latterly Global President of RS Components, the components trading and distribution division of Electrocomponents plc. Marianne’s Non-executive Directorship career to date has included membership of the Boards of Rexel SA (listed on Euronext Paris), The British Quality Foundation and EDS Corporation.

Blair Illingworth was appointed as Non-executive Director in November 2019. Blair has extensive executive and board experience in the building products sector having been a Director of Marshalls plc, Chief Executive of Polypipe plc, and Chief Executive of Tarmac Building Products. His varied career includes military service as a commissioned officer in the Royal Marines and roles at the most senior level in public and private companies. He is Chief Executive and a Director of Stirling Industries plc.

Coline McConville was appointed as a Non-executive Director in February 2015. Coline has a wealth of international experience with a background in management, marketing and media as well as extensive remuneration and boardroom experience. Coline is currently a Non-executive Director of TUI AG, Fevertree Drinks plc and 3i Group plc and was formerly a Non-executive Director of Inchcape plc, UTV Media plc, Wembley National Stadium Limited, Shed Media plc and HBOS plc and a global adviser and Director of Grant Thornton International Limited. Prior 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.

Pete Redfern was appointed as a Non-executive Director in November 2014. Pete has extensive financial, operational and management experience as well as strong construction and property expertise. Pete is a Chartered Surveyor, as well as a Chartered Accountant and is currently Chief Executive of Taylor Wimpey plc. He was previously Chief Executive of George Wimpey plc and prior to that, successively held the posts of Finance Director and Chief Executive of George Wimpey’s UK housing business. Pete is also Chairman of the Youth Adventure Trust and was a Trustee of the homelessness charity Crisis until 2019.

Christopher Rogers was appointed as a Non-executive Director in September 2013. Christopher has extensive financial, operational and retail experience and expertise in corporate governance and strategic planning. Chris is currently a Non-executive Director of Vivo plc, Kerry Group and Walker Greenbank plc. He is also a visiting fellow at Durham University. Prior to this, Chris was a Director of Whitbread plc from 2005 to 2016 where he served as Group Finance Director from 2005 to 2012 and Managing Director of Costa Coffee from 2012 to 2016. He was Group Finance Director of Woolworth Group plc and Chairman of the Woolworth Entertainment businesses from 2001 to 2005 and previously held senior roles in both finance and commercial functions in Comet Group plc and Kingfisher plc.

John Rogers was appointed as a Non-executive Director in November 2014 and has extensive finance, strategy, digital online, property and retail experience. John has recently been appointed as Chief Financial Officer of WPP Plc and until October 2019 was Chief Executive Officer of Sainsbury’s Argos and a member of the J Sainsbury’s plc Board and Sainsbury’s Bank plc Board. Prior to his appointment as CEO of Sainsbury’s Argos, John was Chief Financial Officer of J Sainsbury plc for six years and during his career at Sainsbury’s he also held the posts of Property Director, Director of Group Finance and Director of Corporate Finance. Before joining Sainsbury’s, John held a variety of financial, operational and strategy roles.

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 30 September 2020 were as follows:

Name	Number of Shares	%
Pzena Investment Management	21,053,424	8.35%
Harris Associates L.P.	15,787,550	6.26%
Sprucegrove Investment Management Ltd	15,696,998	6.23%
Blackrock Inc.	13,934,504	5.53%
Dimensional Fund Advisors	11,229,733	4.45%
Ninety One Asset Management	10,281,651	4.08%
The Vanguard Group Inc	9,964,851	3.95%
Mondrian Investment Partners	7,945,512	3.15%

As at 31 December 2019, 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 CITY PLUMBING SUPPLIES HOLDINGS LIMITED

City Plumbing Supplies Holdings Limited (“City Plumbing Supplies”) is an indirect wholly owned subsidiary of Travis Perkins plc. City Plumbing Supplies is incorporated in England and Wales as a private limited company with registration number 02489546. City Plumbing Supplies was incorporated on 5 April 1990 under the name “Quadrant Contract Management PLC”, on 7 December 1990 its name was changed to “City Plumbing Supplies Holdings PLC” and on 25 June 2002 re-registered as a private limited company and its name was changed to “City Plumbing Supplies Holdings Limited”.

The address of City Plumbing Supplies’ registered office is Lodge Way House, Lodge Way, Harlestone Road, Northampton NN5 7UG and the telephone number of the registered office is 01604 752424.

The principal activities of City Plumbing Supplies are the supply of plumbing, heating and electrical parts to the trade, home improvement and DIY markets.

Board of Directors

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

Name	Title	Principal activities outside the Group
David Evans	Director	None
Andrew Harrison	Director	None
Martin Meech	Director	None
Alan Williams	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 City Plumbing Supplies of any of the Directors listed above and their private interests and/or other duties.

Share Capital

The issued share capital of £6,980,796 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £1.00	£1,538,271	Travis Perkins P&H Holdings Limited
Ordinary ‘2’ £1.00	£2	Travis Perkins P&H Holdings Limited

Preference £1.00

£1,188,523

Travis Perkins P&H Holdings Limited

Preference 'Special' £1.00

£4,254,000

Travis Perkins P&H Holdings Limited

The rights of shareholders of City Plumbing Supplies are contained in the articles of association of City Plumbing Supplies and will be managed by the Directors in accordance with those articles and with English law.

Litigation

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

Financial Information

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

City Plumbing Supplies, along with 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing on 7 September 2023; and
£250,000,000 Fixed Rate notes due 2021 admitted to trading on the London Stock Exchange, maturing on 15 September 2021.

DESCRIPTION OF KEYLINE CIVILS SPECIALIST LIMITED

Keyline Civils Specialist Limited (formerly known as Keyline Builders Merchants Limited) (“Keyline”) is an indirect wholly owned subsidiary of Travis Perkins plc. Keyline is incorporated in Scotland as a private limited company with registration number SC042425. Keyline 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, then to “Keyline Builders Merchants Limited” on 30 January 1991 and then to "Keyline Civils Specialist Limited" on 6 January 2020. The address of Keyline’s registered office is 50 Mauchline Street, Glasgow, G5 8HQ and the telephone number of the registered office is 0141 777 8979.

The principal activities of Keyline 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 and their functions and principal activities outside the Group, are as follows:

Name	Title	Principal activities outside the Group
Frank Elkins	Director	None
Stephen Harris	Director	None
Martin Meech	Director	None
Alan Williams	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’s registered office.

There are no potential conflicts of interest between the duties to Keyline 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 Merchant Holdings Limited

Cumulative Redeemable
£6,000,000
Travis Perkins plc
Preference £1.00
£7,178,501
Travis Perkins Finance Company Limited

The rights of shareholders of Keyline are contained in the articles of association of Keyline 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 is aware) during the 12 month period preceding the date thereof, which may have, or have had in the recent past, a significant effect on the financial position or profitability of Keyline.

Financial Information

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

Keyline, along with 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing on 7 September 2023; and
£250,000,000 Fixed Rate Notes due 2021 admitted to trading on the London Stock Exchange, maturing on 15 September 2021.

DESCRIPTION OF THE BSS GROUP LIMITED

The BSS Group Limited (“BSS”) is an indirect wholly owned subsidiary of Travis Perkins plc. BSS is incorporated in England and Wales as a private limited company with registration number 00060987. BSS was incorporated on 7 March 1899 under the name “The British Steam Specialties, Limited”, on 8 August 1899 its name was changed to “The British Steam Specialties Limited”, on 6 October 1981 re-registered as a public limited company and its name was changed to “The British Steam Specialties Group Public Limited Company”, on 31 July 1986 its name was changed to “The BSS Group Public Limited Company” and on 14 December 2010 re-registered as a private limited company and its name was changed to “The BSS Group Limited”. The address of BSS'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 BSS are the supply of pipeline and heating solutions.

Board of Directors

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

Name	Title	Principal activities outside the Group
Frank Elkins	Director	None
Stephen Harris	Director	None
Martin Meech	Director	None
Alan Williams	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’s registered office.

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

Share Capital

The issued share capital of £0.001 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary £0.001	£0.001	Travis Perkins Merchant Holdings Limited

The rights of shareholders of BSS are contained in the articles of association of BSS 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 BSS is aware) during the 12 month period preceding the date of this Prospectus, which may have, or have had in the recent past, a significant effect on the financial position or profitability of BSS.

Financial Information

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

BSS, along with 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing 7 September 2023; and
£250,000,000 Fixed Rate Notes due 2021 admitted to trading on the London Stock Exchange, maturing 15 September 2021.

DESCRIPTION OF TOOLSTATION LIMITED

Toolstation Limited (“Toolstation”) is an indirect wholly owned subsidiary of Travis Perkins plc. Toolstation is incorporated in England and Wales as a private limited company with registration number 04372131. Toolstation was incorporated on 12 February 2002. The address of Toolstation'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 Toolstation is the supply of lightside products, such as tools, fixings, hardware, electrical, plumbing and heating materials, to tradesmen.

Board of Directors

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

Name	Title	Principal activities outside the Group
David Cox	Director	Director of Ruroc Global Holdings Limited, Quayside 2015 Limited, BVG Group Limited, The Elmhurst Foundation & CAPA Consulting Limited
Richard Lavin	Director	None
Lucy Lynch	Director	None
James Mackenzie	Director	Director of Owtanet Limited
Alan Williams	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 Toolstation of any of the Directors listed above and their private interests and/or other duties.

Share Capital

The issued share capital of £2,300,100 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary ‘A’ £0.10	£100	Toolstation Holdings Limited
Preference ‘B’ £0.10	£2,300,000	Toolstation Holdings Limited

The rights of Toolstation Holdings Limited as a shareholder in Toolstation are contained in the articles of association of Toolstation 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 Toolstation 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 Toolstation.

Financial Information

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

Toolstation, along with 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing on 7 September 2023; and
£250,000,000 Fixed Rate Notes due 2021 admitted to trading on the London Stock Exchange, maturing on 15 September 2021.

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
Martin Meech	Director	None
Alan Williams	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 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 shareholders of 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 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing on 7 September 2023; and
£250,000,000 Fixed Rate Notes due 2021 admitted to trading on the London Stock Exchange, maturing on 15 September 2021.

DESCRIPTION OF TRAVIS PERKINS TRADING COMPANY LIMITED

Travis Perkins Trading Company Limited (“TPTC”) is an indirect 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
Martin Meech	Director	None
Benjamin Todd	Director	None
Alan Williams	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 Merchant Holdings Limited
Preference £1.00	£44,096,385	Travis Perkins Merchant Holdings Limited

The rights of Travis Perkins Merchant Holdings Limited 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 an indirect 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 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing on 7 September 2023; and
£250,000,000 Fixed Rate Notes due 2021 admitted to trading on the London Stock Exchange, maturing on 15 September 2021.

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 Vision House, 19 Colonial Way, Watford, United Kingdom, WD24 4JL and the telephone number of the registered office is 01923 656600.

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

The Group had intended to separate and demerge the Wickes business in early 2020 but in March 2020 the proposed demerger was paused given the uncertainty of the impact of the Covid-19 pandemic and volatility in the equity markets. An impairment charge of £12.6 million was recognised in the 2020 Interim Results in respect of five Wickes stores where the impacts of the Covid-19 pandemic have made it more challenging to implement the performance improvement plans necessary to generate cash flows that support the stores’ value-in-use.

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
Martin Meech	Director	None
Alan Williams	Director	None
David Wood	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 £473,030 comprises, and is legally and beneficially owned and directly controlled by:

Class name	Capital	Shareholder
Ordinary ‘A’ £0.01	£473,030	Wickes Group Holdings Limited

The rights of Wickes Group 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 Group Holdings Limited is a wholly owned subsidiary of Wickes Group Limited. Wickes Group Limited is a wholly owned subsidiary of Travis Perkins plc.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which 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 7 other wholly owned group entities, has guaranteed the borrowings of Travis Perkins plc as follows:

£400,000,000 credit agreement dated 14 January 2019 made between, among others, the Issuer and Banco Santander, S.A., London Branch, of which £54,000,000 expires on 14 January 2024 with the remaining £346,000,000 expiring on 30 April 2025;
£300,000,000 Fixed Rate Notes due 2023 admitted to trading on the London Stock Exchange, maturing on 7 September 2023; and
£250,000,000 Fixed Rate Notes due 2021 admitted to trading on the London Stock Exchange, maturing on 15 September 2021.

USE AND ESTIMATED NET AMOUNT OF PROCEEDS

The estimated net proceeds of the issue of the Notes, after deduction of commissions, fees and estimated expenses, will be £248,500,000, and such proceeds will be used by the Issuer for its general corporate purposes which may include the repayment of upcoming debt maturities.

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. In particular, Noteholders should be aware that the tax legislation of any jurisdiction where a Noteholder is resident or otherwise subject to taxation (as well as the United Kingdom) may have an impact on the tax consequences of an investment in the Notes including in respect of any income received from the Notes.

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 FCA and are admitted to trading on the London Stock Exchange.

If the Notes cease to be so listed, interest which has a United Kingdom source 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 from withholding on account of United Kingdom tax 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 and they have a United Kingdom source, these may be subject to United Kingdom withholding tax at the basic rate (currently 20 per cent.).

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 is expected to have 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., Barclays Bank PLC, BNP Paribas and NatWest Markets Plc (the “Joint Lead Managers”) and Lloyds Bank Corporate Markets plc and MUFG Securities EMEA plc (together with the Joint Lead Managers, the “Managers”) have, pursuant to a Subscription Agreement dated 13 November 2020, jointly and severally agreed with the Issuer and the Guarantors, subject to the satisfaction of certain conditions, to subscribe the Notes at 100.00 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.

Prohibition of Sales to EEA and United Kingdom Retail Investors

Each Manager has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the EEA or the United Kingdom.

For the purposes of this provision, the expression “retail investor” means a person who is one (or both) of the following:

(a) a retail client as defined in point (11) of Article (4)1 of MiFID II; and
(b) a customer within the meaning of the IDD, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

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 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

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 18 November 2020, 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 in connection with the admission of the Notes to the Official List and to trading on the Market are expected to be £6,725.
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 Civils Specialist 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 6 November 2020 and a resolution of a committee of the board of directors of the Issuer passed on 6 November 2020. The guarantee of the Notes was authorised by resolutions, each dated 6 November 2020, of the respective boards of the directors of each of City Plumbing Supplies Holdings Limited, Keyline Civils Specialist Limited, The BSS Group Limited, Toolstation Limited, Travis Perkins (Properties) Limited, Travis Perkins Trading Company Limited and Wickes Building Supplies Limited.
There has been no significant change in the financial performance or financial position of the Group or any Guarantor (taken together with such Guarantor’s respective subsidiaries, if applicable) since 30 June 2020, and no material adverse change in the prospects of the Issuer, the Guarantors or the Group since 31 December 2019.
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.
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”.
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 225426228. The International Securities Identification Number (ISIN) for the Notes is XS2254262285.

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.

The Legal Entity Identifier (LEI) of the Issuer is: 2138001I27OUBAF22K83.
The website of the Issuer and the Guarantors is http://www.travisperkinsplc.co.uk/. No information on such website forms part of this Prospectus, except where that information has been specifically incorporated by reference into this Prospectus, see “Documents Incorporated by Reference”.
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.

The yield of the Notes is 3.746 per cent. per annum. The yield is calculated as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
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.
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.
For the period of 12 months starting on the date of this Prospectus, copies of the following documents will be available on the website of the Issuer (http://www.travisperkinsplc.co.uk/):

(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; and

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/news/market-news/market-news-home.html.

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.
The consolidated financial statements of the Group for the financial years ended 31 December 2018 and 31 December 2019 have in each case been audited without qualification by KPMG LLP, a member firm of the Institute of Chartered Accountants of England & Wales.
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 financial advisory services for the Issuer, the Guarantors and/or their affiliates in the ordinary course of business. Certain of the Managers may from time to time also enter into swap and other derivative transactions with the Issuer, the Guarantors and/or their respective affiliates.

This Prospectus will be valid for a year from 13 November 2020. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. For this purpose, “valid” means valid for making offers to the public or admissions to trading on a regulated market by or with the consent of the Issuer and the obligation to supplement the Prospectus is only required within its period of validity between the time when the Prospectus is approved and the closing of the offer period for the Notes or the time when trading on a regulated market begins, whichever occurs later.

The Issuer and the Guarantors

c/o Travis Perkins plc
Lodge Way House, Lodge Way
Harlestone Road
Northampton NN5 7UG

The Joint Lead Managers

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

BNP Paribas
16 boulevard des Italiens
75009 Paris

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB

NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA

Bookrunners

Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE

MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ

Trustee

Citicorp Trustee Company Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB

Principal Paying Agent

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

Legal Advisers

To the Issuer and the Guarantors
as to English law

To the Managers and the Trustee
as to English law

Linklaters LLP
One Silk Street
London EC2Y 8HQ

Ashurst LLP
London Fruit & Wool Exchange
1 Duval Square
London E1 6PW

To the Managers as to Scots law

Brodies LLP
15 Atholl Crescent
Edinburgh EH3 8HA

Auditors of the Group

KPMG LLP
15 Canada Square
London
E14 5GL

AI assistant

Travis Perkins PLC — Capital/Financing Update 2020

5270_rns_2020-11-17_92cee725-0182-43a0-b602-e6c3b123c25a.pdf

TRAVIS PERKINS PLC

£250,000,000 3.750 per cent. Guaranteed Notes due 2026

IMPORTANT NOTICES

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS

FORWARD-LOOKING STATEMENTS

RISK FACTORS

Factors affecting the Group’s ability to fulfil the Issuer’s and Guarantors’ respective obligations under the Notes and the Guarantee

The Group’s business may continue to be affected by the responses to the Covid-19 pandemic

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

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

Suppliers may not continue to supply products to the Group on commercially acceptable terms or on a timely basis

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

The Group is subject to innovation risks

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

The Group’s business may be affected by United Kingdom’s withdrawal from the EU

The Group’s business transformation projects may fail to deliver the expected benefits, cost more or take longer to implement than expected

The Group is subject to risks relating to its IT systems and related infrastructure

The Group is exposed to credit and counterparty risk

The Group is exposed to changing commodity prices

The Group is exposed to cyber security threats and data security breaches

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

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

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

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

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

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

The Group is exposed to risks relating to health and safety issues

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

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

The Group is subject to taxation risks

Risks relating to the Notes

Risk of early redemption

Denomination involves integral multiples

Modification, waivers and substitution

Risks related to the market generally

The secondary market generally

Exchange rate risks and exchange controls

Credit ratings may not reflect all risks

DOCUMENTS INCORPORATED BY REFERENCE

OVERVIEW OF TERMS AND CONDITIONS OF THE NOTES

TERMS AND CONDITIONS OF THE NOTES

1 Form, Denomination and Title

2 Guarantee and Status

4 Interest

5 Redemption and Purchase

6 Payments

7 Taxation

8 Events of Default

9 Prescription

10 Replacement of Notes and Coupons

11 Meetings of Noteholders, Modification, Waiver and Substitution

12 Enforcement

13 Indemnification of the Trustee

14 Further Issues

15 Notices

16 Contracts (Rights of Third Parties) Act 1999

17 Governing Law and Jurisdiction

OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

1 Principal Amount and Exchange

2 The Clearing Systems

3 Payments

4 Notices

5 Prescription

6 Meetings

DESCRIPTION OF THE ISSUER AND THE GROUP

History and Overview

Markets and Competition

Business Model and Organisational Structure

Scale and brand strength:

Product solutions:

Excellent availability and fast and efficient delivery:

Excellent customer service:

Strategy and purpose

Sales & Marketing

Suppliers

Travis Perkins PLC Capital/Financing Update 2020