£500m Listed Secured Note Programme

High yield asset backed returns through secured corporate lending

www.corporatefinancebonds.com

Corporate Finance Bonds is the Issuer of an approved £500m secured note programme listed on the Irish Stock Exchange.

Introduction to Corporate Finance Bonds Ltd

The programme permits Corporate Finance Bonds to issue secured Notes (known more commonly as Bonds) up to the value of £500m in aggregate as an alternative to a Bond issued by a single company. The business model operated by Corporate Finance Bonds is akin to that of a bank which uses the cash it raises from the markets to lend to a number of UK businesses – essentially asset based lending.

The capital raising is facilitated through the issue of a Series of Bonds offering attractive rates of return for professional investors globally, typically in the range of 6% to 8% per annum. The coupon payable for each Series will reflect the returns and security that Corporate

Finance Bonds obtains through its lending, where borrowers are willing to meet interest rates of greater than 9% to access a source of capital.

Unlike the majority of bond issues which raise capital for the issuing company to deploy within its own business, Corporate Finance Bonds thus uses Note proceeds for lending to at least five separate businesses in each Series – so investors in the Bonds secure underlying diversification and spread of risk.

In this way, Corporate Finance Bonds acts as a bridge between investors seeking high yields with capital security and with borrowers seeking capital to grow their business.

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Key point summary

£500m secured note programme

Bonds issued from programme in individual Series

Each Series terms reflect prevailing market conditions

Programme and each Series approved by Irish Stock Exchange and listed on its Global Exchange Market

Enabled on Crest, Euroclear and Clearstream

Secondary market supported by international investment groups on matched bargain basis

Each series valued at least weekly with price feeds and market news available from Bloomberg and Financial Express

Bond invests in the debt of not less than five companies per series

Asset backed lending is a major growth sector due to bank lending restrictions

Lending is secured by registered debenture or what additional specific security is appropriate

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The Notes, issued in Series to reflect market demand, prevailing market conditions, macro markets and long term interest rate assumptions, seek to exploit the thriving asset backed lending market through Corporate Lending.

About the £500m Listed Secured Note Programme

Notes are initially offered with a coupon in the range of 6% to 8%, and so in the current low interest rate environment offer an exceptionally attractive opportunity for professional investors to secure yield with underlying asset security.

The directors have listed the Programme and each Series issued on the Global Exchange Market of the Irish Stock Exchange, since it is one of the primary international exchanges for listing debt. It is also acceptable to HMRC and other tax authorities as a recognised exchange, and so is accepted by pension providers and other investment structures as meeting the definition of a standard asset.

It is enabled for electronic clearing and settlement through CREST, Euroclear and Clearstream as Corporate Finance Bonds markets the programme on an international basis.

The programme is asset backed, with loans made to a variety of businesses with security in the form of a registered debenture and/or other physical security or personal guarantees when the underwriting process suggests such other security to be prudent.

The operating costs of the Secured Note Programme are funded by an interest rate differential between the coupon paid to investors and the interest rate charged to borrowers plus arrangement fees.

These costs include underwriting loan applications, a process which involves corporate due diligence, analysis of business plans and evaluation of relevant business sectors, sensitivity analysis on financial projections and potential for re-financing.

The level of loan interest generated by Corporate Finance Bonds from its lending readily supports the coupon obligations after costs.

Individual Series are issued every four to six weeks, depending on investor demand, with projected issuance in calendar year 2016 of £24m, with anticipated issuance of £125m by end of 2017.

Distribution support is secured by virtue of the Programme enjoying the following key benefits as a “mainstream asset” for regulatory purposes:

Corporate Finance Bonds is a partner company within the SA Group, an informal grouping of investment businesses with a common philosophy and objectives.

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Listed on a recognised HMRC approved exchange

Enabled for electronic clearing through Crest, Euroclear and Clearstream

Liquidity provided by secondary market

Valuations through Bloomberg and Financial Express

Diversification within each Series and opportunity to spread investments across multiple Series

How does it work?

The underlying security is a carefully vetted pool of secured corporate lending. Other debt instruments such as corporate bonds, loan notes or preference shares may be considered subject to satisfactory security in a Senior position.

The bond securities focus on “real asset” backed transactions with stable, proven yields. The types of business that Corporate Finance Bonds seeks to lend to will generally fit the following criteria:

European headquartered

Management team with good track record in the relevant business sector

High growth businesses with a focus on vertical integration of products and services or outsourcing - both proven techniques to ensure efficiency and cost management

Demonstrable and verifiable clients and/ or client acquisition models

Scaleable within UK and elsewhere through adoption of new business models and technology

Real assets or accounts receivable to cover future debt obligations

Fully articulated business plan supported by cash flow projections as to “affordability” of interest and capital repayment

Clear positioning as “thought leader” in chosen business sector

Diversified business model

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The Series of Notes

The programme listed on the ISE provides Corporate Finance Bonds with the flexibility to issue notes in Series, each with specific terms relevant to that Series, namely:

Term and maturity date

Level and frequency of coupon

Securitisation

Currency

These terms are set out in a supplementary prospectus.

The security is typically a debenture registered against five separate corporate borrowers. Such borrowers are generally involved in property development, professional services, investment management, technology and manufacturing.

However, it may be possible to link a particular Series to a specific single security in which case a more detailed drawdown prospectus will be issued providing full details of the borrower, their business plan and cash flow forecasts and specific security taken.

In the current environment of low interest rates impacting gilts, fears over Brexit and volatility in stock markets, professional investors are seeking assets that offer capital security, competitive yield and diversification from the main equity and fixed interest markets.

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Our view on the case for investment

Peer-to-peer lenders are able to perform credit analysis “at least as well” as banks “while providing better customer service”, and the sector “is likely to become a stable, significant and useful part” of the financial system.Lord Turner, former head of the Financial Services Authority (Lendit Conference, 11.10.16)

The bonds offer attractive fixed income alternative and diversifier for asset managers, professional advisers, institutional investors and high net worth clients

Counterpoint to all-time low interest rates and single digit returns from equities

Traditional fixed income asset classes of Government gilts and blue chip corporate bonds in long term cycle of low yields

All investments carry risk. Please see the “Important Notice” on page 12

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How to invest in the ProgrammeClearing and settlement is enabled electronically through the three major clearing systems - Crest, Euroclear and Clearstream.

Corporate Finance Bonds Notes are registered on each of these systems. The system most suitable will depend upon whether the investor is UK based, in which case clearing will be through Crest, or internationally based, in which case Euroclear or Clearstream will be more appropriate.

Instructions to buy stock should therefore be made through the relevant account holder, referencing the ISIN for the specific series to be invested in.

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According to the Asset Based Finance Association, which represents the industry in the UK and Republic of Ireland, asset based finance in Europe reached a record 1.31 trillion in 2015, with the U.K. representing 26% of the market.

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Asset Based Finance Association, 2016

About asset based lending

This is further evidenced by the recent rapid growth of corporate lending in response to tightened high street lending following the banking crisis.

This has left a lending gap for astute investors to occupy by making capital available for business growth secured against the assets of the business, whether by a fixed and floating charge on all assets of the company or against a specific fixed asset or property.

The bond proceeds provide loan capital to businesses seeking capital to accelerate plans and build a sustainable revenue stream from contractual income.

Primary focus is on the property development sector, particularly developers seeking finance for acquisition of land banks and/or property

for investment, distressed property, student accommodation and bridging finance.

Lending is also made to scalable businesses in the professional services sector which can dramatically enhance profitability through technological advancement, process re-engineering and Merger & Aquisition activity – and so prove good borrowers since increasing profitability and balance sheet growth can readily support debt obligations and provide an identifiable exit route for debt commitments.

Such professional services firms include accountants and solicitors, technology companies and financial sector businesses enjoying the following characteristics:

Client retainers and contracted flows of new business

Assets under management that generate long term dealing fees and commissions

Alternative investment managers, platforms and service providers with long term income from assets managed

Property investment companies and fund managers with portfolios of assets that generate long term contractual income or which can provide security

Asset based lending is a multi-trillion dollar market and growing exponentially in the face of increasingly restrictive and formulaic bank lending policy.

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A recent study* revealed that SME owners were concerned that Brexit could impede their access to finance, with 59% predicting that it would be more difficult to obtain it in the future.(* source: Hitachi Capital Invoice Finance, November 2016)

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Global Exchange Market

The secured note programme and each series issued under it is listed on the Global Exchange Market (GEM) of the Irish Stock Exchange, which is a fully recognised HMRC exchange.

GEM is a recognised multi-lateral trading facility (MTF) under Europe’s Markets in Financial Instruments Directive (MiFID). It currently lists almost 9,000 debt securities from around 50 countries.

Since its launch in 2009, banks and corporates who have chosen to list their debt on GEM include Coca-Cola, Microsoft, Sky, HSBC and Barclays.

www.ise.ie

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Irish Stock Exchange, October 2016

Profile : The SA Group

IMPORTANT NOTICEInvestment in Corporate Bonds and the income from them will be at risk and some or all of the funds invested may be lost due to potential default in the underlying loan pool. This is intended for investors seeking a medium term investment i.e. typically 5 years. If access to money is needed quickly it is possible that, in difficult market conditions, it could be difficult to sell the holdings in the secondary market. Bonds might also become less economically attractive in times of increasing interest rates. Past performance is not a guide to future performance. Investments, or income from them, can go down as well as up. Full details of the risks associated with investment are set out in the Listing Particulars and the Pricing Supplement and Fact Sheet issued for each Series.

Corporate Finance Bonds Ltd is part of the SA Group, a vertically integrated business operating across the financial services sector, which is involved in international asset management, corporate finance and the professional services market. The executive management team has proven experience in the following sectors:

Asset management

Management consultancy

Distribution and sales management

Regulation and compliance

Product design, development and structuring

Outsourcing services – investment solutions, para-planning, marketing and brand management

Consolidation and asset migration within investment firms and financial planning practices

Acquisition of businesses, client banks and sub optimal funds or other investment structures

The team has raised over £1bn in AUM through a variety of funds, investment products, property investments and outsourced investment / consolidation activity.

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Corporate Finance Bonds LimitedThe City Arc89 Worship StreetLondon, EC2A 2BF

T: +44 203 411 2763 E: operations@corporatefinancebonds.com

W: www.corporatefinancebonds.com

Corporate Finance Bonds Limited is associated to the SA Group of companieswww.sa.uk.com

www.corporatefinancebonds.com