Obligation Stonegate PubCo Funding 5.109% ( XS1054995748 ) en GBP

Société émettrice Stonegate PubCo Funding
Prix sur le marché 100 %  ⇌ 
Pays  Royaume-uni
Code ISIN  XS1054995748 ( en GBP )
Coupon 5.109% par an ( paiement trimestriel )
Echéance 15/04/2019 - Obligation échue



Prospectus brochure de l'obligation Stonegate Pub Company Financing XS1054995748 en GBP 5.109%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Stonegate Pub Company a recours à un financement diversifié, incluant des prêts bancaires, des financements de marché de capitaux (comme des émissions d'obligations) et du financement par capitaux propres provenant d'investisseurs institutionnels et de fonds d'investissement privés, pour soutenir ses opérations, son expansion et ses acquisitions.

L'Obligation émise par Stonegate PubCo Funding ( Royaume-uni ) , en GBP, avec le code ISIN XS1054995748, paye un coupon de 5.109% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 15/04/2019








NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

Stonegate Pub Company Financing plc
Guaranteed on a senior secured basis by Stonegate Pub Company Limited and all material subsidiaries of
Stonegate Pub Company Limited
£400,000,000
£260,000,000 5.75% Senior Secured Notes due 2019
£140,000,000 Floating Rate Senior Secured Notes due 2019
Stonegate Pub Company Financing plc (the "Issuer"), a public limited company incorporated under the
laws of England and Wales, is offering £260,000,000 aggregate principal amount of its 5.75% Senior Secured
Notes due 2019 (the "Fixed Rate Notes") and £140,000,000 aggregate principal amount of its Floating Rate
Senior Secured Notes due 2019 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the
"Notes"). The Notes will mature on April 15, 2019. The Issuer is a wholly owned finance subsidiary of
Stonegate Pub Company Limited, an exempted company incorporated with limited liability under the laws of
the Cayman Islands (the "Company").
The Issuer will pay interest on the Fixed Rate Notes semi-annually in arrears on each April 15 and
October 15, commencing on October 15, 2014. The Issuer may redeem some or all of the Fixed Rate Notes on
or after April 15, 2016, at the redemption prices set out in this listing particulars (this "Offering Memorandum"),
plus accrued and unpaid interest, if any. Prior to April 15, 2016, the Issuer may redeem some or all of the Fixed
Rate Notes at a price equal to 100% of the principal amount of the Fixed Rate Notes redeemed, plus accrued and
unpaid interest, if any, plus a "make whole" premium, as described in this Offering Memorandum. In addition,
prior to April 15, 2016, the Issuer may redeem up to 35% of the original aggregate principal amount of the
Fixed Rate Notes (including Additional Notes (as defined herein)) with the net cash proceeds from certain
equity offerings at a price equal to 105.75% of the principal amount of the Fixed Rate Notes redeemed, plus
accrued and unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of the
Fixed Rate Notes (including Additional Notes) remains outstanding after the redemption. Further, the Issuer
may redeem all, but not part, of the Fixed Rate Notes at a price equal to 100% of the principal amount plus
accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law. Upon the
occurrence of certain change of control events, the Issuer may be required to offer to redeem the Fixed Rate
Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any. However, a change of
control will not be deemed to have occurred if certain consolidated leverage ratios are not exceeded in
connection with such an event.
The Issuer will pay interest on the Floating Rate Notes quarterly in arrears on each January 15,
April 15, July 15 and October 15, commencing on July 15, 2014. The Issuer may redeem some or all of the
Floating Rate Notes on or after April 15, 2015, at the redemption prices set out in this Offering Memorandum,
plus accrued and unpaid interest, if any. Prior to April 15, 2015, the Issuer may redeem some or all of the
Floating Rate Notes at a price equal to 100% of the principal amount of the Floating Rate Notes redeemed, plus
accrued and unpaid interest, if any, plus a "make whole" premium, as described in this Offering Memorandum.
Further, the Issuer may redeem all, but not part, of the Floating Rate Notes at a price equal to 100% of the
principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable
tax law. Upon the occurrence of certain change of control events, the Issuer may be required to offer to redeem
the Floating Rate Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any.
However, a change of control will not be deemed to have occurred if certain consolidated leverage ratios are not
exceeded in connection with such an event.
The Notes will be senior obligations of the Issuer and will rank equally in right of payment with all
unsubordinated indebtedness of the Issuer, senior to all indebtedness of the Issuer that is subordinated in right of
payment to the Notes and effectively senior to all unsecured indebtedness of the Issuer to the extent of the assets
securing the Notes. The Notes will be guaranteed on a senior secured basis by the Company and all material


subsidiaries of the Company, other than the Issuer (the "Subsidiary Guarantors," and together with the
Company, the "Guarantors"). The guarantee of the Notes by each Guarantor (a "Note Guarantee" and,
collectively, the "Note Guarantees") will rank equally in right of payment with all the existing and future
unsubordinated indebtedness of such Guarantor, senior to all the existing and future indebtedness of such
Guarantor that is subordinated in right of payment to such Guarantor's Note Guarantee and effectively senior to
all existing and future unsecured indebtedness of such Guarantor to the extent of the assets securing such
Guarantor's Note Guarantee. The Notes and the Note Guarantees will be secured by liens on certain assets that
also secure our obligations under the Revolving Credit Facility Agreement (as defined herein), to be entered into
on the date on which the Notes are issued. Pursuant to the terms of the Intercreditor Agreement (as defined
herein), any liabilities in respect of obligations under the Revolving Credit Facility Agreement or in respect of
hedging obligations, in each case, that are secured by assets that also secure our obligations under the Notes and
the Note Guarantees will receive priority with respect to any proceeds received upon any enforcement action
over any such assets.
This offering memorandum constitutes a prospectus for purposes of Luxembourg law on prospectus
securities dated July 10, 2005, as amended.There is currently no public market for the Notes. Application was
made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading
on the Euro MTF Market.
Investing in the Notes involves risks. See "Risk factors" beginning on page 20.

Issue price of the Fixed Rate Notes: 100.0% plus accrued interest, if any, from the issue date
Issue price of the Floating Rate Notes: 100.0% plus accrued interest, if any, from the issue date

The Notes and the Note Guarantees have not been and will not be registered under the Securities Act of
1933 as amended (the "Securities Act"), or the securities laws of any state of the United States or any other
jurisdiction. Accordingly, the Notes are being offered and sold in the United States only to "qualified
institutional buyers" in accordance with Rule 144A under the Securities Act ("Rule 144A") and outside the
United States in accordance with Regulation S under the Securities Act ("Regulation S"). Prospective
purchasers of the Notes that are qualified institutional buyers are hereby notified that the seller may be relying
on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further
details about eligible offerees and resale restrictions, see "Notice to investors."
The Notes were issued in the form of global notes in registered form. See "Book-entry, delivery and
form." The Notes were delivered to investors in book-entry form through Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream") on April 11, 2014.
Joint Bookrunners
Barclays
Morgan Stanley
April 22, 2014


You should rely only on the information contained in this Offering Memorandum. We have not,
and Barclays Bank PLC and Morgan Stanley & Co. International plc (the "Initial Purchasers") have not,
authorized anyone to provide you with information that is different from the information contained
herein. You should not assume that the information contained in this Offering Memorandum is accurate
as of any date other than the date on the front of this Offering Memorandum.
We are not, and the Initial Purchasers are not, making an offer of these securities in any
jurisdiction where such offer is not permitted.
Table of contents
Page
Summary................................................................................................................................................................. 1
Risk factors ........................................................................................................................................................... 19
Capitalization ........................................................................................................................................................ 43
Selected historical consolidated financial information ......................................................................................... 44
Management's discussion and analysis of financial condition and results of operations .................................... 46
Industry ................................................................................................................................................................. 68
Business ................................................................................................................................................................ 72
Management ......................................................................................................................................................... 85
Certain relationships and related party transactions ............................................................................................. 90
Description of other indebtedness ........................................................................................................................ 91
Description of the Notes ..................................................................................................................................... 113
Book-entry, delivery and form ........................................................................................................................... 195
Tax considerations .............................................................................................................................................. 199
Limitations on validity and enforceability of the Note Guarantees and security interests .................................. 207
Plan of distribution ............................................................................................................................................. 212
Notice to investors .............................................................................................................................................. 215
Legal matters ...................................................................................................................................................... 218
Independent auditors ........................................................................................................................................... 219
Where to find additional information ................................................................................................................. 220
Enforcement of civil liabilities ........................................................................................................................... 221
Listing and general information .......................................................................................................................... 223
Index to financial statements ...............................................................................................................................F-1


Stonegate Pub Company Financing plc (the "Issuer") is incorporated as a public limited company
under the laws of England and Wales. The registered office of the Issuer in the United Kingdom is Porter Tun
House, 500 Capability Green, Luton, Bedfordshire, LU1 3LS, United Kingdom and its telephone number at that
address is +44 (0) 845 126 2944.
Important information about the Offering
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where action
would be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, nor
may this Offering Memorandum be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction.
In making an investment decision, prospective investors must rely on their own examination of our
company and the terms of this Offering, including the merits and risks involved. In addition, neither we nor the
Initial Purchasers nor any of our or their respective representatives are making any representation to you
regarding the legality of an investment in the Notes, and you should not construe anything in this Offering
Memorandum as legal, business, tax or other advice. You should consult your own advisors as to the legal, tax,
business, financial and related aspects of an investment in the Notes. You must comply with all laws applicable
in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this Offering Memorandum,

i



and you must obtain all applicable consents and approvals; neither we nor the Initial Purchasers shall have any
responsibility for any of the foregoing legal requirements.
This Offering Memorandum is based on information provided by us and other sources that we believe
to be reliable. The Initial Purchasers are not making any representation or warranty, express or implied, that this
information is accurate or complete and are not responsible for this information. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by any of the Initial Purchasers
as to the past or future. In this Offering Memorandum, we have summarized certain documents and other
information in a manner we believe to be accurate, but we refer you to the actual documents for a more
complete understanding.
We accept responsibility for the information contained in this Offering Memorandum. To the best of
our knowledge and belief, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything material that
is likely to affect the import of such information.
The information contained in this Offering Memorandum is correct as of the date hereof. Neither the
delivery of this Offering Memorandum at any time after the date of publication nor any subsequent commitment
to purchase the Notes shall, under any circumstances, create an implication that there has been no change in the
information set forth in this Offering Memorandum or in our business since the date of this Offering
Memorandum.
The information contained in this Offering Memorandum under the caption "Exchange rate
information" includes extracts from information and data publicly released by official and other sources. While
we accept responsibility for accurately summarizing such information, we accept no further responsibility in
respect thereto.
The information set out in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled "Book-entry, delivery and form," is subject to any change in, or
reinterpretation of, the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While
we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we
accept no further responsibility in respect of such information. Euroclear and Clearstream are not under any
obligation to perform or continue to perform under such clearing arrangements and such arrangements may be
modified or discontinued by any of them at any time. We will not, nor will any of our agents, have responsibility
for the performance of the respective obligations of Euroclear and Clearstream or their respective participants.
Investors wishing to use these clearing systems are advised to confirm the continued applicability of these
arrangements.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to
request from us for review, and that you have received, all additional information you deem necessary to verify
the accuracy and completeness of the information contained in this Offering Memorandum. You also
acknowledge that you have not relied on the Initial Purchasers in connection with your investigation of the
accuracy of this information or your decision whether to invest in the Notes.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or
any other regulatory authority has approved or disapproved of the Notes, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary could be a criminal offense in certain countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold,
except as permitted under the Securities Act and the applicable state securities laws, pursuant to registration or
exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering
Memorandum entitled "Plan of distribution" and "Notice to investors." Please note that there are no restrictions
on transactions that are being made through the stock exchange.
The Notes will be available initially only in book-entry form. The Notes sold pursuant to this Offering
Memorandum were issued in the form of one or more global notes, which were deposited with, or on behalf of,
a common depositary and registered in the name of the nominee of the common depositary for the accounts of
Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of beneficial

ii



interests in the global notes will be effected only through, records maintained by Euroclear and Clearstream and
their direct and indirect participants, as applicable. After the initial issuance of the global notes, Notes in
certificated form will be issued in exchange for the global notes only as set forth in the indenture governing the
Notes (the "Indenture"). See "Book-entry, delivery and form."
We reserve the right to withdraw the Offering at any time. We are making the Offering subject to the
terms described in this Offering Memorandum and the purchase agreement relating to the Notes (the "Purchase
Agreement"). We and the Initial Purchasers also reserve the right to reject any offer to purchase the Notes in
whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full amount
of the Notes sought by it. The Initial Purchasers and certain of their respective related entities may acquire, for
their own accounts, a portion of the Notes.
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, BARCLAYS BANK PLC (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS
NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF)
WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFERING OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE
PROCEEDS OF THE OFFERING, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES, WHICHEVER IS THE EARLIER.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under the "Notice to investors" section of
this Offering Memorandum.

Alternative settlement cycle
Delivery of the Notes was made against payment therefor on April 11, 2014, which was the sixth
business day following the date of pricing of the Notes (such settlement cycle being herein referred to as "T+
6"). Under Rule 15(c)6-1 under the Exchange Act (as defined herein), trades in the secondary market generally
are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes on the date of pricing or the next two succeeding business
days will be required, by virtue of the fact that the Notes initially will settle T+ 6, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to
trade Notes on the date of pricing or the next two succeeding business days should consult their advisors.
Notice to investors in the United States
The Notes and the Note Guarantees have not been and will not be registered under the Securities Act or
with any securities regulatory authority of any state or other jurisdiction in the United States and may not be
offered or sold in the United States, except to qualified institutional buyers within the meaning of Rule 144A, in
reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. The
Notes may be offered and sold outside the United States in reliance on Regulation S. Prospective investors are
hereby notified that sellers of the Notes may be relying on the exemption from the registration requirements of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of
the Notes, see "Notice to investors."
Neither the SEC, any U.S. state securities commission nor any non-U.S. securities authority has
approved or disapproved of these securities or determined that this Offering Memorandum is accurate or
complete. Any representation to the contrary is a criminal offence.

iii



Notice to New Hampshire residents only
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES ANNOTATED ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA
421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE
MADE
TO
ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT,
ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Notice to investors in the United Kingdom
This issue and distribution of this Offering Memorandum is restricted by law. This Offering
Memorandum is not being distributed by, nor has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000 by, a person authorized under the Financial Services and Markets Act
2000. This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) are outside
the United Kingdom or (ii) have professional experience in matters relating to investments (being investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Financial Promotion Order")); (iii) are persons falling within Article 49(2)(a) to
(d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order; or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to
as "relevant persons"). Accordingly, by accepting delivery of this Offering Memorandum, the recipient warrants
and acknowledges that it is such a relevant person. The Notes are available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
No part of this Offering Memorandum should be published, reproduced, distributed or otherwise made available
in whole or in part to any other person without our prior written consent. The Notes are not being offered or sold
to any person in the United Kingdom, except in circumstances which will not result in an offer of securities to
the public in the United Kingdom within the meaning of Part VI of the Financial Services and Markets Act
2000.
Notice to investors in the European Economic Area
This Offering Memorandum is not a prospectus and is being distributed to a limited number of
recipients for the sole purpose of assisting such recipients in determining whether to proceed with a further
investigation of the purchase of, or subscription for, the Notes. This Offering Memorandum has been prepared
on the basis that all offers of the Notes will be made pursuant to an exemption under the Prospectus Directive
(the "Prospectus Directive"), as implemented in Member States of the European Economic Area (the "EEA"),
from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer within the EEA of the Notes, which are the subject of the placement contemplated
in this Offering Memorandum, should only do so in circumstances in which no obligation arises for us or any of
the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have
authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other
than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in
this Offering Memorandum.
In relation to each Member State of the European Economic Area that has implemented the Prospectus
Directive (each, a "Relevant Member State"), each Initial Purchaser has represented and agreed that with effect
from and including the date on which the Prospectus Directive is implemented in that Relevant Member State
(the "Relevant Implementation Date") it has not made and will not make an offer of Notes that are the subject of
this Offering Memorandum to the public in that Relevant Member State prior to the publication of a prospectus
in relation to Notes that has been approved by the competent authority in that Relevant Member State or, where

iv



appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of the Notes in the Relevant Member State at any
time:
(a)
to any legal entity that is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive (as defined below), 150 natural or legal persons (other than qualified investors
as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or the Initial
Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus
pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In connection with the Offering, the Initial Purchasers are not acting for anyone other than the Issuer
and will not be responsible to anyone other than the Issuer for providing the protections afforded to their clients
nor for providing advice in relation to the Offering.
Forward-looking statements
This Offering Memorandum contains "forward-looking statements" within the meaning of the
securities laws of certain jurisdictions, including statements under the captions "Summary," "Risk factors,"
"Management's discussion and analysis of financial condition and results of operations," "Industry," "Business"
and in other sections. In some cases, these forward-looking statements can be identified by the use of
forward-looking terminology, including the words "believes," "could," "estimates," "anticipates," "expects,"
"intends," "may," "will," "plans," "continue," "ongoing," "potential," "predict," "project," "target," "seek,"
"should" or "would" or, in each case, their negative or other variations or comparable terminology or by
discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They appear in a number of places throughout this
Offering Memorandum and include statements regarding our intentions, beliefs or current expectations
concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth,
strategies and dividend policy and the industry in which we operate.
By their nature, forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. You should not place undue reliance on
forward-looking statements.
Many factors may cause our results of operations, financial condition, liquidity and the development of
the industry in which we compete to differ materially from those expressed or implied by the forward-looking
statements contained in this Offering Memorandum.
These factors include, among other things:
changes in the macroeconomic environment in the United Kingdom;
changes in government regulation and legislation;

v



our ability to comply with current or future regulations and legislation;
loss of pub and alcohol licenses;
changes in consumer preferences and perceptions;
further consolidation in our industry;
failure to diversify our income streams;
competition in our industry;
our ability to identify appropriate acquisition targets and successfully integrate the businesses that
we acquire;
our ability to recover the expenditures for our capital projects;
impact of weather conditions and other seasonal factors;
loss of our key suppliers;
our ability to effectively maintain and manage our property leaseholds;
food or drink contamination at our pubs or other health and safety- related incidents;
volatility in global food prices and energy costs;
labor shortages, increased labor costs and other adverse effects of varying labor conditions;
loss of our key personnel;
liability for environmental compliance costs;
increased costs to cover deficits with respect to our pension schemes;
insufficient insurance;
disruptions in our information technology systems;
cash theft;
tax risks; and
other factors discussed under "Risk factors."
These risks and others described under "Risk factors" are not exhaustive. Other sections of this
Offering Memorandum describe additional factors that could adversely affect our results of operations, financial
condition, liquidity and the development of the industry in which we operate. New risks can emerge from time
to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our
business or the extent to which any risks, or combination of risks and other factors, may cause actual results to
differ materially from those contained in any forward-looking statements. Given these risks and uncertainties,
you should not rely on forward- looking statements as a prediction of actual results.
Any forward-looking statements are only made as of the date of this Offering Memorandum and we do
not intend, and do not assume any obligation, to update forward-looking statements set forth in this Offering
Memorandum. You should interpret all subsequent written or oral forward-looking statements attributable to us
or to persons acting on our behalf as being qualified by the cautionary statements in this Offering Memorandum.
As a result, you should not place undue reliance on forward-looking statements.

vi



Industry and market data
The market and competitive position data in the sections "Summary," "Risk factors," "Management's
discussion and analysis of financial condition and results of operations," "Industry" and "Business" of this
Offering Memorandum are estimates by management based on industry publications, and from surveys or
studies conducted by third-party industry consultants that are generally believed to be reliable. However, the
accuracy and completeness of such information is not guaranteed and has not been independently verified.
Additionally, industry publications and such studies generally state that the information contained therein has
been obtained from sources believed to be reliable, but the accuracy or completeness of such information is not
guaranteed and in some instances the sources do not assume liability for such information. We have obtained
certain of the market and industry data presented in this Offering Memorandum from reports produced by
third-party industry specialists such as the British Beer and Pub Association ("BBPA") and Euromonitor
International Limited ("Euromonitor"). Most of the industry data reproduced in this Offering Memorandum is
publicly available although we have obtained consent from BBPA and Euromonitor to reproduce certain of their
non-public data in this Offering Memorandum. Euromonitor data presented in this Offering Memorandum has
been sourced from their annual independent market research conducted in the second half of 2012 and published
in April 2013. We understand that Euromonitor will publish a new annual research edition of data and analysis
in May 2014. We cannot assure you of the accuracy and completeness of such data, and we have not
independently verified such market data and such data should not be relied upon in making, or refraining from
making, any investment decision. We do, however, accept responsibility for the correct reproduction of this
information.
Some of the information herein has been extrapolated from such market data or reports using our
experience and internal estimates. Elsewhere in this Offering Memorandum, statements regarding the industry in
which we operate and our position in this industry are based solely on our experience, internal studies and
estimates, and our own investigation of market conditions. We believe that such information and statements are
true and accurate, but there can be no assurance that is the case. Such information and statements have not been
verified by any independent sources. While we are not aware of any misstatements regarding such information,
statements and any similar data presented herein, such information, statements or similar data are subject to
change based on various factors, including those discussed under the heading "Risk factors" in this Offering
Memorandum. As a result, neither we nor the Initial Purchasers make any representation as to the accuracy or
completeness of any such information or statements in this Offering Memorandum.
Certain definitions
Key performance indicators
Certain key performance indicators used in this Offering Memorandum are defined as follows:
"Adjusted EBITDA" represents EBITDA excluding restructuring and integration costs, start-up
costs for temporary head office, refinancing costs, provisions on acquisitions, discretionary
management fees, losses on disposals, certain pension write-offs and certain other non-recurring
costs, restated on a 52-week basis in the case of the 53 weeks ended September 30, 2012 to
enhance comparability by deducting the first week's sales, less cost of goods sold for this week,
assumed to be at a consistent margin for the first period (first four weeks from September 26,
2011), less the wages for this week, assumed to be the wages as a consistent percentage of turnover
for the first period, and less the variable operating expenses for this week, assumed to be one
quarter of the first period costs. Key fixed costs, such as rents, business rates and salaries, do not
require a restatement because they are annual costs;
"Adjusted EBITDAR" represents Adjusted EBITDA before operating lease rentals related to land
and buildings;
"Adjusted EBITDA Margin" represents Adjusted EBITDA divided by turnover;
"Cash Conversion" represents Adjusted EBITDA minus gross cash outflow from capital
expenditure and Financial Investment divided by Adjusted EBITDA;

vii



"Drink Sales Growth (Like for Like)" represents our aggregate turnover from drinks sales
compared to the previous year, quarter or other applicable period presented in this Offering
Memorandum, as the case may be, made at all pubs open throughout the current and previous year,
quarter or other applicable period presented in this Offering Memorandum, as the case may be,
restated on a 52-week basis in the case of the 53 weeks ended September 30, 2012 and the
58 weeks ended September 25, 2011, to enhance comparability;
"EBITDA" represents profit/(loss) for the financial period excluding tax charges on profit on
ordinary activities, interest payable and similar charges, depreciation of owned tangible fixed
assets, amortization of intangible assets, amortization of debt issuance costs, impairment of
intangible and tangible fixed assets and (profit)/loss on disposal of fixed assets;
"EBITDAR" represents EBITDA before operating lease rentals related to land and buildings;
"Food Sales Growth (Like for Like)" represents our aggregate turnover from food sales compared
to the previous year, quarter or other applicable period presented in this Offering Memorandum, as
the case may be, made at all pubs open throughout the current and previous year, quarter or other
applicable period presented in this Offering Memorandum, as the case may be, restated on a
52-week basis in the case of the 53 weeks ended September 30, 2012 and the 58 weeks ended
September 25, 2011, to enhance comparability;
"Gross Margin for Drinks" represents (i) for the relevant period, our turnover from drinks sales
minus cost of the drinks purchased, divided by (ii) turnover from drinks sales for the relevant
period;
"Gross Margin for Food" represents (i) for the relevant period, our turnover from food sales minus
cost of the food purchased, divided by (ii) turnover from food sales for the relevant period;
"Investment Capital Expenditure" represents amounts recorded in our accounting system as capital
expenditure incurred in connection with extending the capacity of, or refurbishing, our pubs.
Amounts recorded in this manner must be supported by senior management-approved investment
appraisals. All other capital expenditure is recorded in our accounting system as maintenance
capital expenditure and is not supported by senior management-approved investment appraisals;
"Maintenance Capital Expenditure" represents all capital expenditure that is not Investment
Capital Expenditure;
"Pro Forma Adjusted EBITDA" represents our Adjusted EBITDA as adjusted to give effect to the
acquisition of pubs from Living Room, which we acquired on August 15, 2013, and the acquisition
of pubs from Bramwell, which we acquired on November 15, 2013, as though each of these
acquisitions had occurred on January 21, 2013;
"Pro Forma Adjusted EBITDA Margin" represents Pro Forma Adjusted EBITDA divided by Pro
Forma Turnover;
"Pro Forma Adjusted EBITDAR" represents our Adjusted EBITDAR as adjusted to give effect to
the acquisition of pubs from Living Room, which we acquired on August 15, 2013, and the
acquisition of pubs from Bramwell, which we acquired on November 15, 2013, as though each of
these acquisitions had occurred on January 21, 2013;
"Pro Forma Lease Adjusted Net Debt" represents the aggregate of our Pro Forma Net Debt and the
value of our operating leases multiplied by a factor of eight;
"Pro Forma Net Debt" represents our net debt as adjusted to give effect to this Offering and the use
of proceeds therefrom;
"Pro Forma Turnover" represents our turnover as adjusted to give effect to the acquisition of pubs
from Living Room, which we acquired on August 15, 2013, and the acquisition of pubs from

viii